

                                                                EXHIBIT 3.2

                                       BY-LAWS

                        (As amended through January 19, 1995)

                                      ARTICLE I

                                 Location of Offices
                                 ___________________

          Section  1.   Principal  Office.   The  principal  office of  the
                        _________________
          Corporation  shall be  located in  Kansas  City, Jackson  County,
          Missouri, or at such other  place as may be designated from  time
          to time by the Board of Directors.

          Section 2.  Other Offices.   The Corporation may have offices  at
                      _____________
          such other place or places, either within or without the State of
          Missouri,  as  the Board  of  Directors  may  from time  to  time
          designate.


                                      ARTICLE II

                               Meetings of Stockholders
                               ________________________

          Section  1.    Annual  Meeting.     The  annual  meeting  of  the
                         _______________
          stockholders shall  be  held  at  the  principal  office  of  the
          Corporation, or at such other place as shall be designated in the
          notice thereof,  beginning at  11:00 a.m. or  such other  hour as
          shall be designated in such notice, on the Thursday following the
          third Wednesday in  April in  each year,  or if that  be a  legal
          holiday on the next succeeding  day not a legal holiday,  for the
          purpose of  electing a  Board of  Directors and  transacting such
          other business as may come before the meeting.

          Section  2.     Special  Meetings.    Special  meetings   of  the
                          _________________
          stockholders may  be called at  any time by  the Chairman of  the
          Board,  or  in the  case  of  the absence  or  disability of  the
          Chairman of the Board, by the  Vice-Chairman of the Board, or the
          President, or at any time upon the  written request of a majority
          of the  Board of Directors,  or upon the  written request  of the
          holders of  not less than  one-fifth of the outstanding  stock of













          the Corporation  entitled to vote at such meeting.  Each call for
          a special meeting  of the stockholders shall state  the time, the
          day, the place  and the purpose or purposes of  such meeting, and
          shall be in writing, signed  by the persons making the same,  and
          delivered to the Secretary.  No business shall be transacted at a
          special meeting  other than such  as is included in  the purposes
          stated in the call.

          Section 3.   Notice of Meetings.   Written  or printed notice  of
                       __________________
          each meeting of  the stockholders stating the hour  and day when,
          and the place where,  such meeting is to be held  shall be served
          as  hereinafter provided  on each  stockholder  entitled to  vote
          thereat not less  than ten (10) days  or no more than  fifty (50)
          days before  such meeting,  except that  further notice shall  be
          given of particular matters if required  by law.  In the case  of
          the annual  meetings  the notice  shall state  that the  purposes
          thereof  are  the  election  of  a Board  of  Directors  and  the
          transaction  of such  other  business  as  may  come  before  the
          meeting.   In the  case of  a special  meeting such  notice shall
          state the  purpose or purposes  for which the meeting  is called.
          Service  of such  notice shall  be made  either personally  or by
          depositing the  same  in  a  sealed  envelope  addressed  to  the
          stockholder at  his address as it appears upon the records of the
          Corporation, and deposited  in a United States  Post Office, with
          the postage thereon prepaid.  If such notice is served by mailing
          the same, it shall be deemed to have been given at the  time when
          the same shall be thus mailed.  If any stockholder shall not have
          an  address appearing  upon the  books of  the Corporation,  such
          notice may be  given by mailing the same  as heretofore provided,
          addressed  to such  stockholder  at the  General  Post Office  in
          Kansas City, Missouri.   Service of such notice shall be  made by
          the Secretary, but in case  the Secretary shall refuse or neglect
          to serve  such notice upon  each stockholder as  herein provided,
          then such  service may be made by any  officer or director of the
          Corporation.   In addition, such published notice  shall be given
          as required by law.

          Section 4.   Waiver of Notice.   Any stockholder may waive notice
                       ________________
          of any meeting of  the stockholders, by a writing  signed by him,
          or by  his duly authorized  attorney, either before or  after the
          time of such meeting.  A copy of such  waiver shall be entered in
          the minutes, and shall be deemed to be the notice required by law
          or  by these  By-Laws.   Any  stockholder present  in person,  or
          represented by proxy, at any meeting of the stockholders shall be
          deemed to have thereby waived notice of such meeting except where
          such attendance  is for the  express purpose of objecting  to the
          transaction of any business  because the meeting is  not lawfully
          called or convened.

          Section 5.   Actions  Without a  Meeting.   Any  action which  is
                       ___________________________
          required  to  be  taken,  or  may  be  taken,  at  a  meeting  of
          stockholders  may  be  taken  without a  meeting  if  consents in
          writing, setting  forth the action  so taken, shall be  signed by
          all  of the  stockholders entitled  to vote  with respect  to the
          subject matter thereof.  Such  consents shall have the same force













          and effect as a unanimous  vote of the stockholders at  a meeting
          duly  held,  and may  be stated  as  such in  any  certificate or
          document filed under the provisions of Chapter 351 of the Revised
          Statutes of Missouri, 1959, as amended.  The Secretary shall file
          such consents in the minute book of the Corporation.

          Section 6.  List of Stockholders.  At least ten (10)  days before
                      ____________________
          each meeting  of stockholders  the  Secretary shall  cause to  be
          prepared  a complete  list  of  the names  and  addresses of  all
          stockholders  entitled to  vote  at  such  meeting,  arranged  in
          alphabetical order, with  the number of shares held  by each, and
          such list shall  be produced and kept at  the registered Missouri
          office  and shall  be subject  to  inspection by  any stockholder
          during regular business hours.   Such list shall also be produced
          and kept open at the  meeting and shall be subject to  inspection
          by any stockholder during the meeting.

          Section  7.   Quorum.   At  any meeting  of  the stockholders,  a
                        ______
          majority of  the outstanding  capital stock  entitled to  vote at
          such  meeting,  being represented  in person  or by  proxy, shall
          constitute  a quorum for all purposes,  including the election of
          directors, except where it is otherwise provided by law.

          Section 8.   Organization.  The Chairman of the Board, and in his
                       ____________
          absence, the Vice-Chairman of the  Board or the President,  shall
          preside  at each  meeting of  the shareholders  and shall  act as
          Chairman thereof.   The Secretary  shall act as secretary  of all
          meetings of the stockholders.

          Section 9.   Voting.  At  each meeting of the  stockholders, each
                       ______
          stockholder shall be entitled to vote in person, or by proxy made
          in  accordance  with   the  provisions  of  the  By-Laws  of  the
          Corporation,  held by  some  person or  persons  present at  such
          meeting, upon  all matters  presented at the  meeting.   With the
          exception  of the election  of directors, each  stockholder shall
          have one vote for each share of stock standing in his name on the
          books  of  the  Corporation  on the  record  date  determined  as
          provided in Section  6 of  Article VII  of the By-Laws.   In  the
          election of  directors each stockholder  shall have the  right to
          cast as many votes in the aggregate as shall equal the  number of
          shares held  by him multiplied by  the number of directors  to be
          elected at such  election, and  said votes  may be  cast for  one
          director  or  distributed  among  two or  more  candidates.   All
          questions, except any  question the manner  of deciding which  is
          specially regulated by law, shall  be determined by a majority of
          the  outstanding  shares  of capital  stock  represented  at each
          meeting.   If  voting  shall be  by ballot  for  the election  of
          directors or other questions, the Chairman of such meeting of the
          stockholders may appoint  not less than two (2)  persons, who are
          not directors  or candidates for  the election as a  director, to
          act  as Inspectors  of Election  and to  receive and  canvass the
          votes  cast  at such  meeting  and  certify  the results  to  the
          Chairman.     Each  such  Inspector,  before  entering  upon  the
          discharge of his duties,  shall take and subscribe the  following
          oath:  "I do solemnly swear, that I will execute the duties of an













          Inspector  of   the  election  now   to  be  held,   with  strict
          impartiality  and according  to the  best  of my  ability."   The
          Inspectors of Election shall take care of the polls and after the
          balloting shall make and file a written certificate of the result
          of the votes cast at the meeting.

          Section  10.     Adjournment.     If,  at  any  meeting   of  the
                           ___________
          stockholders, a quorum shall fail to attend at the time and place
          for which such  meeting was called,  or if  the business of  such
          meeting  shall  not  be completed,  the  stockholders  present in
          person or represented  by proxy may, by a  majority vote, adjourn
          the meeting from  day to day, or from time to time, not exceeding
          ninety (90) days  from such adjournment, without  further notice,
          until  a quorum  shall attend  or the  business thereof  shall be
          completed.   Such adjournment and  the reasons therefor  shall be
          recorded in  the minutes.   At any such adjournment  meeting, any
          business may be  transacted which might  have been transacted  at
          the meeting as originally called.

          Section 11.  Proxies.  Every proxy  must be in writing, signed by
                       _______
          the  stockholder himself, or by his  duly authorized attorney, or
          by his legal representative, and must be filed with the Secretary
          of the Corporation at  or before the roll call of  the meeting at
          which the same is to  be used, and unless so signed and  filed it
          cannot be used at such meeting.   Any proxy may be revoked at the
          pleasure  of  the person  executing  it, by  a  writing similarly
          signed and filed, unless such person shall have specified therein
          that  it is  irrevocable.   No  proxy  shall be  valid  after the
          expiration of eleven (11) months from its date, unless the person
          executing it shall have specified  therein the length of time for
          which such proxy is to continue in force.  In the event that such
          instrument in writing shall designate  two or more persons to act
          as proxies,  a majority of  such persons present at  the meeting,
          or, if  only one shall be present, then  that one, shall have and
          may  exercise  all  of  the  powers  conferred  by  such  written
          instrument upon  all of  the persons  so  designated, unless  the
          instrument shall otherwise provide.


                                     ARTICLE III

                                      Directors
                                      _________

          Section 1.   Qualifications.  The corporate  powers, business and
                       ______________
          property of  the Corporation  shall be  exercised, conducted  and
          controlled by the Board  of Directors.  It shall not be necessary
          for a director to be a stockholder.

          Section 2.  Directors - Number; Classes.  Unless the  Articles of
                      ___________________________
          Incorporation shall  require a  different number,  the number  of
          directors to constitute  the Board of Directors  shall be twenty-
          seven (27).  Commencing with  the annual meeting of  shareholders
          in  1979, the  Board of  Directors  shall be  divided into  three
          classes, Class  I, Class II,  and Class III,  as nearly  equal in
          number as  possible.   At the annual  meeting of  shareholders in













          1979, directors  of the first class (Class I) shall be elected to
          hold office  for a  term expiring at  the next  succeeding annual
          meeting of shareholders, directors of the second class (Class II)
          shall be elected to hold office for a term expiring at the second
          succeeding annual meeting  of shareholders, and directors  of the
          third class  (Class III) shall  be elected to  hold office for  a
          term  expiring  at   the  third  succeeding  annual   meeting  of
          shareholders.  At each annual meeting of shareholders, subsequent
          to the annual meeting of  shareholders in 1979, the successors to
          the  class of  directors whose  term shall  then expire  shall be
          elected  to  hold  office  for  a  term  expiring  at  the  third
          succeeding  annual meeting.    Any increase  or  decrease in  the
          authorized number  of directors  shall be  apportioned among  the
          classes so as  to make all classes  as nearly equal in  number as
          possible.   No  decrease in  the authorized  number of  directors
          shall shorten the  term of any  incumbent director.  If  it shall
          happen  at any time that  the election of  directors shall not be
          held on  the day  designated by the  By-Laws of  the Corporation,
          such election  may be held on any other  day at a special meeting
          of the shareholders called and held for that purpose.

          Section  3.  Election  of Directors; Terms;  Removals; Vacancies.
                       ___________________________________________________
          If at any meeting of shareholders, due to a vacancy or vacancies,
          or otherwise, directors of more than one class are to be elected,
          each class  of directors to  be elected  at the meeting  shall be
          elected in a separate election.   Each director shall hold office
          for the term for which he is elected in accordance with these By-
          Laws, and until  his successor is elected and  qualified or until
          his earlier death,  resignation or removal.  The  entire Board or
          any one or more directors may be removed with or without cause if
          (1) at  a meeting  specially called for  the purpose  of removing
          directors, the holders  of at least two-thirds of the outstanding
          shares of stock  then entitled to vote in  elections of directors
          shall vote  for such  removal, and  (2) as to  any director,  the
          number of shares voted against removal would not be sufficient to
          elect him if then cumulatively voted in an election of the entire
          Board of Directors, or, if  there be classes of directors, at  an
          election of the class of directors of which he is a part.  If the
          office of any director is vacant by reason of death, resignation,
          removal or increase in the  number of authorized directors due to
          amendment  of the  By-Laws, a  majority of  the  other directors,
          though less than a quorum, may fill the vacancy until a successor
          shall  have been duly  elected at  a shareholders  meeting, which
          election  shall be  not later than  the next  regularly scheduled
          annual meeting of the shareholders.   Any successor so elected at
          a shareholders  meeting shall be  elected for a term  which shall
          expire on the same date as the term of his predecessor would have
          expired.

          Section  4.  Annual Meeting.  The annual meeting of the directors
                       ______________
          for the purpose  of electing officers and  transacting such other
          business as may come before the meeting shall be held on the same
          day as  the annual  meeting  of the  stockholders, following  the
          final adjournment of the  annual meeting of stockholders on  that
          day.    In  the  event  the annual  meeting  of  stockholders  is













          continued, recessed or adjourned from day to day, or from time to
          time,  then in  such event  the annual  meeting of  the directors
          shall be held immediately following the final adjournment  of the
          annual meeting  of stockholders.   If for any reason  such annual
          meeting of  the directors  is  not or  cannot be  held as  herein
          prescribed, the  officers may  be elected at  any meeting  of the
          directors thereafter held.

          Section 5.  Regular Meetings Other Than Annual Meetings.  Regular
                      ___________________________________________
          meetings of  the directors may be held at  such time and place as
          shall be determined from time to time by resolution of the  Board
          of Directors.  After the  time and place of such  regular meeting
          shall have been so determined,  no notice of such regular meeting
          need be given.

          Section 6.   Special Meetings.  Special  meetings of the Board of
                       ________________
          Directors  for any  purpose or  purposes shall  be called  by the
          Secretary  of  the  Corporation at  the  written  request  of the
          Chairman  of  the Board,  the  Vice-Chairman  of the  Board,  the
          President  or  at  the  written  request of  a  majority  of  the
          directors.  Such  request shall state the purpose  or purposes of
          the proposed meeting.

          Section 7.  Notice of Meetings.   No notice shall be required  to
                      __________________
          be  given of  any  regular  meeting of  the  Board of  Directors.
          Notice of any change in the place of holding any regular meeting,
          or  of any  adjournment of a  regular meeting  to reconvene  at a
          different place,  shall be  given by mail  or telegraph  not less
          than forty-eight (48) hours before such meeting, to all directors
          who were absent at the time such action was taken.  The Secretary
          of the Corporation  shall give notice of all  special meetings of
          the directors by delivering to  each director in person not later
          than the day prior to the meeting, or as to any such director not
          so personally  notified by mailing  to him, a written  or printed
          notice of  such meeting, postage  prepaid, or by telegraph  or by
          messenger  delivery to  each  such director,  at  his last  known
          address, so that in the ordinary course of the method of delivery
          it would reach  such director at  least on the  day prior to  the
          meeting.   The  business  transacted at  all special  meetings of
          directors shall be confined to  the subjects stated in the notice
          and  to  matters germane  thereto,  unless all  directors  of the
          Corporation  are  present at  such  meeting  and consent  to  the
          transaction of other business.   Whenever any notice is  required
          to be given to any director under any provisions of the  By-Laws,
          a waiver  thereof in  writing, signed by  the person  entitled to
          said notice,  whether before  or after  the time  stated therein,
          shall  be deemed  equivalent  thereto.   Such  waiver  may be  by
          telegram, confirmed in writing within five (5) days thereafter.

          Section 8.   Actions Without  a Meeting.   If all the  directors,
                       __________________________
          severally or collectively, consent in writing to any action to be
          taken by the  directors, such consents shall have  the same force
          and effect of a unanimous vote of the directors at a meeting duly
          held, and  may be stated  as such in any  certificate or document
          filed under the provisions of Chapter 351 of the Revised Statutes













          of Missouri,  1959, as  amended.  The  Secretary shall  file such
          consents in the minute book of the Corporation.

          Section 9.  Quorum.  A majority  of the Board of Directors of the
                      ______
          Corporation,  at a meeting duly  assembled, shall be necessary to
          constitute a quorum for the  transaction of business, and the act
          of a majority  of the directors present  at a meeting at  which a
          quorum is  present shall be  the act  of the Board  of Directors,
          except where otherwise provided  by law or by the By-Laws  of the
          Corporation.

          Section  10.   Adjournment.  If  at any  meeting of the  Board of
                         ___________
          Directors  a quorum  shall  fail  to attend,  a  majority of  the
          directors present  at  the  time and  place  appointed  for  such
          meeting  may adjourn the  meeting from time  to time  to any date
          until the next regular meeting, without notice  other than verbal
          announcement at  the meeting  and adjournments  thereof, until  a
          quorum shall attend.  Likewise, any meeting of directors at which
          a quorum is present may also be adjourned, in like manner  and on
          like notice, for such time or upon such call as may be determined
          by vote  of a majority  of the directors  there present.   At any
          adjournment  of any  such  meeting  at which  a  quorum shall  be
          present, any  business may  be transacted  which might have  been
          transacted at the meeting as originally called.

          Section 11.  Organization.  The Chairman of the Board, and in his
                       ____________
          absence the Vice-Chairman  of the Board or the  President, and in
          the  absence of all  of them, a  Chairman pro tem,  chosen by the
          directors present, shall preside at each meeting of the directors
          and shall act as Chairman thereof.  The Secretary or an Assistant
          Secretary, and in  the absence of the Secretary  or any Assistant
          Secretary, a Secretary  pro tem, chosen by the directors present,
          shall act as Secretary of all meetings of the directors.

          Section 12.  Rules and Regulations.  The Board of Directors shall
                       _____________________
          supervise all officers  and agents and see that  their duties are
          properly performed.  The Board  of Directors may adopt such rules
          and regulations for the  conduct of their meetings,  the guidance
          of  the  officers  and  the  management of  the  affairs  of  the
          Corporation as they deem proper, not inconsistent with law or the
          By-Laws of the Corporation, and may, from time to time, determine
          the order of business at their meetings.

          Section  13.   Minutes and  Statements.   The Board  of Directors
                         _______________________
          shall cause  to be kept a  complete record of  their meetings and
          acts, and of the proceedings of the stockholders.

          Section 14.   Powers of the Board.   In addition to the power and
                        ___________________
          authority conferred upon them by  law, the Board of Directors may
          exercise  all such  powers of  the  Corporation and  do all  such
          lawful acts and things as are  not by law prohibited or  limited,
          and which are not required or directed to be exercised or done by
          the stockholders.















          Section 15.   Compensation of Directors.  The  compensation to be
                        _________________________
          paid  the  directors  of this  Corporation  for  services at  all
          regular or  special meetings of  the Board of Directors  shall be
          determined from time to time by the Board of Directors; provided,
          that no such compensation shall be paid to any director who shall
          at the time be receiving a salary from this Corporation or any of
          its subsidiaries as an officer thereof.


                                      ARTICLE IV

                                      Committees
                                      __________

          Section 1.  Executive Committee.   The Board of Directors may, by
                      ___________________
          resolution passed by a majority of the total number of directors,
          designate  an Executive Committee  to consist of  the Chairman of
          the  Board, the  President, and such  number of  other Directors,
          Advisory  Directors   and  Executive  Officers   as  they   shall
          determine.   The members  of the  Executive Committee  shall hold
          their office as such until the membership is changed by the Board
          of  Directors.   In making  such  new appointments  the Board  of
          Directors shall  designate the  Directors, Advisory Directors  or
          Executive Officers said  appointees are to  succeed and the  time
          they are respectively to serve  on said Committee.  The Executive
          Committee shall have and may exercise  all powers of the Board of
          Directors.  A majority of  the members of the Executive Committee
          shall determine its  action and shall  fix the time and  place of
          its  meetings unless  the  Board  of  Directors  shall  otherwise
          provide.  When regular  meetings have been established  no notice
          shall  be  required thereof  and  any  and  all business  may  be
          transacted thereat.   Notices of special meetings shall  be given
          in the  same manner as  is provided for  special meetings  of the
          Board of  Directors.   Unless otherwise  indicated in  the notice
          thereof  any and  all business  may  be transacted  at a  special
          meeting.  A majority of the Executive Committee shall  constitute
          a quorum.  The Executive  Committee shall keep regular minutes of
          its proceedings and shall report  the same at the next succeeding
          meeting of the Board of Directors.

          Section 2.  Other Committees.   The Board of Directors may,  from
                      ________________
          time to  time, designate such  other committees as the  Board may
          deem  advisable,  and  may  select or  designate  the  manner  of
          selecting  any such  committee, which  committee  may consist  in
          whole or in part of officers of this Corporation, whether or  not
          they be directors thereof, or directors of any subsidiary of this
          corporation.   Each such  committee shall  have and  may exercise
          such  powers as  the  Board  of Directors  shall  provide by  its
          resolution.

          Section  3.   Compensation of  Committee Members.   The  Board of
                        __________________________________
          Directors shall  determine the  compensation to  be paid  to each
          member  of any  committee appointed  by  it for  service on  such
          committee, provided that  no such compensation  shall be paid  to
          any committee member who shall at the time be  receiving a salary














          from the  Corporation or  any of its  subsidiaries as  an officer
          thereof.

                                      ARTICLE V

                                       Officers
                                       ________

          Section 1.   Executive Officers.   The executive officers  of the
                       __________________
          Corporation shall be a Chairman of the Board, a President, one or
          more Vice-Chairmen of  the Board, one or more  Vice Presidents, a
          Secretary, a Treasurer and such other executive officers as shall
          be  designated by  the Board of  Directors, all of  whom shall be
          chosen by the Board of Directors.  The Chairman of the  Board and
          the  President  shall be  chosen  from among  the  directors; any
          person  may hold  two  or  more offices,  except  the offices  of
          Chairman of the Board and Secretary, or President and Secretary.

          Section 2.   Subordinate Officers.   The Board of  Directors, the
                       ____________________
          Chairman of  the Board,  the Vice-Chairman of  the Board,  or the
          President  may  appoint   such  subordinate  officers   and  such
          assistant officers as the Board of Directors, the Chairman of the
          Board, the Vice-Chairman of the  Board, or the President may deem
          necessary or advisable.

          Section 3.   Tenure of Office and Removal.   The tenure of office
                       ____________________________
          of each of the executive  officers of the Corporation, subject to
          prior  removal, shall  be  until  the close  of  the next  annual
          meeting of the stockholders following his election, and until the
          election of his successor.   Any executive officer may be removed
          at any  time prior to the  expiration of his term  by affirmative
          vote of the majority  of the directors.  The Board  of Directors,
          the Chairman of the Board, the Vice-Chairman of the Board, or the
          President may remove any subordinate officer or assistant officer
          at  any time.   If the office  of any officer  of the Corporation
          becomes  vacant  by  reason  of death,  resignation,  retirement,
          disqualification or removal from office, or inability to act, the
          Board of  Directors may, in  every such case, choose  a successor
          for such officer  who shall hold office  for such term as  may be
          prescribed  by the  Board of  Directors, but  no longer  than the
          unexpired portion of the term of the officer or agent whose place
          is vacant, and  until his successor shall have  been duly elected
          and qualified.

          Section 4.   Compensation.  The Board of  Directors may from time
                       ____________
          to time  in its discretion fix  or alter the  compensation of any
          executive officer and  the Board of Directors or  the officer who
          appointed any subordinate or  assistant officer may from  time to
          time  in its or  his discretion fix or  alter the compensation of
          any subordinate or assistant officer.

          Section 5.  Duties of the  Officers.  The Chairman of the  Board,
                      _______________________
          the Vice-Chairman  of  the Board,  the  President and  the  Vice-
          Presidents shall perform such duties as may  from time to time be
          directed by  the Board of  Directors and have such  powers as may














          from  time  to  time  be conferred  upon  them  by  the Board  of
          Directors, except to the extent otherwise provided by law.

          The  Secretary shall attend  all meetings of  the stockholders of
          the   Corporation,  and  the  Board  of  Directors  and  standing
          committees.  He shall  act as the clerk or  secretary thereof and
          shall record  all of the  proceedings of such meetings  in minute
          books kept for that  purpose.  He shall keep in  safe custody the
          corporate seal of the Corporation  and is authorized to affix the
          same to  all instruments  requiring the  Corporation's seal.   He
          shall have  charge of  the corporate records  and, except  to the
          extent  authority may  be  conferred upon  any transfer  agent or
          registrar  duly appointed  by the  Board  of Directors,  he shall
          maintain the Corporation's books, registers stock certificate and
          stock transfer  books and  stock ledgers,  and such  other books,
          records and papers  as the Board  of Directors may  from time  to
          time entrust to him.   He shall give or cause  to be given proper
          notice of  all meetings of stockholders and directors as required
          by law  and the By-Laws, and  shall perform such other  duties as
          may from time to time be prescribed by the Board of Directors.

          The Treasurer shall  have the custody of the  corporate funds and
          securities of the  Corporation and shall  keep full and  accurate
          account of the  receipts and disbursements in  books belonging to
          the Corporation, and shall deposit all moneys  and other valuable
          effects in the name and to the  credit of the Corporation in such
          depositories as may be designated by the Board of Directors.   He
          shall disburse the funds of the Corporation in the manner and for
          the purpose ordered  by the Board of Directors,  and shall render
          to  the Board  of Directors,  whenever  they may  require it,  an
          account  of all  of  his  transactions as  Treasurer  and of  the
          financial condition  of the  Corporation.   And he shall  perform
          such other duties as the Board of Directors may from time to time
          prescribe.

          Any  subordinate officers and assistant officers appointed by the
          Board of Directors, the Chairman  of the Board, the Vice-Chairman
          of the  Board, or the President shall  perform such duties as may
          from time to  time be directed by  the Board of Directors  or the
          officer  who appointed them  and any such  subordinate officer of
          assistant officer shall have such powers as may from time to time
          be conferred upon them  by the Board of Directors or  the officer
          who  appointed them, except  to the extent  otherwise provided by
          law.

          Section 6.  Officers'  Bonds.  The Board of Directors may require
                      ________________
          any officer or officers to furnish the Corporation a bond in such
          sum  and in form  and with security satisfactory  to the Board of
          Directors for  the faithful  performance of the  duties of  their
          offices and the restoration to  the Corporation in case of death,
          resignation or removal  from office of such  officer or officers,
          of all  books,  papers, vouchers,  money  and other  property  of
          whatever kind in their possession, belonging to the Corporation.















                                      ARTICLE VI

                                 Agents and Attorneys
                                 ____________________

          The Chairman of the Board, the Vice-Chairman of the Board and the
          President or any one of  them, may appoint such agents, attorneys
          and attorneys-in-fact of  the Corporation as any one  of them may
          deem  proper, and  any  one  of them  may,  by  written power  of
          attorney, authorize such agents, attorneys, or attorneys-in-fact,
          to represent  the Corporation and  for it and in  its name, place
          and stead, and  for its use and  benefit to transact any  and all
          business, to  the extent  authorized, which  said Corporation  is
          authorized  to transact or  do by its  Articles of Incorporation,
          and in its  name, place and stead,  and as its corporate  act and
          deed, to sign, acknowledge and  execute any and all contracts and
          instruments,   in  writing,  necessary   or  convenient   in  the
          transaction of such business as fully to all intents and purposes
          as said Corporation  might or could do if it acted by and through
          its regularly elected and qualified officers.


                                     ARTICLE VII

                          Certificate of Stock and Transfers
                          __________________________________

          Section  1.     Forms  and  Execution  of   Certificates.    Each
                          ________________________________________
          stockholder of the  Corporation whose stock has been  paid for in
          full shall  be entitled  to have  a certificate  or certificates,
          certifying the number of shares of stock of the Corporation owned
          by him.  The  certificates of stock shall be in  such form as the
          Board  of Directors shall  determine.  Each  certificate shall be
          signed by the Chairman or the President, and the  Secretary or an
          Assistant  Secretary,  having  affixed  to it  the  seal  of  the
          Corporation,  which seal may  be facsimile, engraved  or printed,
          and express on its  face its number, date of issuance, the number
          of shares for which and the person to whom it is issued.   If the
          Corporation has a registrar, a transfer agent or a transfer clerk
          who actually signs  such certificates, the  signatures of any  of
          the  officers above  mentioned  may  be  facsimile,  engraved  or
          printed.   In  case any  such  officer who  has  signed or  whose
          facsimile signature  has been  placed upon  any such  certificate
          shall have ceased  to be such officer before  such certificate is
          issued,  such certificate  may  nevertheless  be  issued  by  the
          Corporation  with the  same effect  as  if such  officer were  an
          officer at the date of its issue.

          Section  2.    Transfer  of   Stock.    Shares  of  stock,  after
                         ____________________
          certificates thereof have been issued, shall be transferable only
          on the stock transfer books of the Corporation which shall  be in
          the possession of the  Secretary or of a transfer  agent or clerk
          for  the Corporation.   No  transfer shall  be valid  against the
          Corporation until the  same is so entered upon its  books and the
          old certificate is surrendered for cancellation.















          Section 3.   Old Certificate to be Cancelled.  No new certificate
                       _______________________________
          shall  be issued  for previously  issued  certificates until  the
          former  certificate or  certificates for  the shares  represented
          thereby shall  have  been surrendered  to  and cancelled  by  the
          Secretary,   by  writing  across   the  face  thereof   the  word
          "Cancelled"   with  the  date   of  cancellation;  in   case  any
          certificate shall be claimed to be  lost or destroyed, no new  or
          duplicate  certificate shall be issued for the shares represented
          thereby and no new certificate shall be issued upon a transfer of
          such  shares,  except  pursuant  to  a judgment  of  a  court  of
          competent  jurisdiction, duly given  and made in  accordance with
          the  laws of  the State of  Missouri, or upon  a corporate surety
          bond or  other indemnity in  form and amount satisfactory  to the
          Corporation being furnished to the Corporation.

          Section 4.  Treasury Stock.  All issued and outstanding  stock of
                      ______________
          the Corporation that  may be purchased  or otherwise required  by
          the Corporation shall be treasury  stock, and shall be subject to
          disposal by action  of the Board of Directors.   Such stock shall
          neither  vote  nor participate  in  dividends while  held  by the
          Corporation.

          Section 5.   Registered Stockholders.   The Corporation shall  be
                       _______________________
          entitled to treat the registered holder of any share or shares of
          stock whose  name appears  on its  books as  the owner  or holder
          thereof as the absolute owner of all legal and equitable interest
          therein for all purposes and (except as may be otherwise provided
          by  law) shall not be  bound to recognize  any equitable or other
          claim to or interest  in such shares of stock on the  part of any
          other person, regardless  of whether or not it  shall have actual
          or implied notice of such claim or interest.

          Section 6.  Closing of Stock Transfer Books - Fixing Record Date.
                      ____________________________________________________
          The  Board of  Directors  shall  have power  to  close the  stock
          transfer books  of the  Corporation  for a  period not  exceeding
          fifty   (50)  days   preceding  the   date  of  any   meeting  of
          stockholders, or  the date  for payment of  any dividend,  or the
          date for the  allotment of rights,  or the date when  any change,
          conversion or  exchange of capital  stock shall  go into  effect;
          provided, however,  that in  lieu of closing  the stock  transfer
          books as aforesaid,  the Board of Directors may fix  in advance a
          date, not  exceeding fifty  (50) days preceding  the date  of any
          meeting  of stockholders,  or the  date  for the  payment of  any
          dividend, or the date  for the allotment  of rights, or the  date
          when any change or conversion  or exchange of capital stock shall
          go into effect,  as a  record date for  the determination of  the
          stockholders  entitled to  notice of,  and to  vote at,  any such
          meeting,  and any  adjournment thereof,  or  entitled to  receive
          payment of any such dividend, or to any such allotment of rights,
          or  to  exercise  the  rights  in respect  of  any  such  change,
          conversion or  exchange of capital  stock, and in such  case such
          stockholders  and only such stockholders as shall be stockholders
          of record on  the date so fixed  shall be entitled to  notice of,
          and  to vote at, such meeting,  and any adjournment thereof or to
          receive payment of such dividend, or to receive such allotment of













          rights,  or  to  exercise  such  rights,  as  the  case  may  be,
          notwithstanding any  transfer of  any stock on  the books  of the
          Corporation after  any such record  date fixed as aforesaid.   If
          the Board of  Directors shall not have closed  the transfer books
          or set  a record date  for the determination of  its stockholders
          entitled  to vote as herein provided, the date on which notice of
          the meeting is  mailed or the date  such dividend is  declared or
          other right  announced, as the case  may be, shall be  the record
          date  for such  determination  of  stockholders  so  entitled  to
          participate.

                                     ARTICLE VIII

                                         Seal
                                         ____

          The Corporation  shall  have a  corporate seal  which shall  have
          inscribed  around  the   circumference  thereof  "UMB   Financial
          Corporation -  Missouri", and  elsewhere thereon  shall bear  the
          words "Corporate  Seal".   The corporate seal  may be  affixed by
          impression or may be facsimile, engraved or printed.


                                      ARTICLE IX

                               Miscellaneous Provisions
                               ________________________

          Section  1.   Fiscal Year.   The fiscal  year of  the Corporation
                        ___________
          shall  be  as  determined from  time  to  time  by the  Board  of
          Directors.  Absent  action by the Board of  Directors, the fiscal
          year of the  Corporation shall begin on the first  day of January
          in each calendar  year and  shall terminate  on the  last day  of
          December of the same calendar year.

          Section 2.   Failure or Refusal to Give  Notice Upon Request.  If
                       _______________________________________________
          the  Secretary, upon  written  request  by  the proper  party  or
          parties as permitted and provided in these By-Laws, shall fail or
          refuse to  give  any notice  which  he  is required  to  give  in
          accordance  with  the  provisions hereof,  the  party  or parties
          entitled  to require that such notice be given may sign and issue
          a notice of the character and  in the manner herein provided  and
          setting forth in such notice the  fact of such failure or refusal
          on the part of the Secretary to give the notice as requested; and
          such notice  so signed and  issued shall have the  same force and
          effect  as though  signed  and  issued by  the  Secretary of  the
          Corporation.

          Section 3.   Checks, Drafts, etc.   All checks and drafts  on the
                       ____________________
          Corporation's  bank  accounts  and  all  bills  of  exchange  and
          promissory  notes,  and all  acceptances,  obligations  and other
          instruments for  the payment  of money, shall  be signed  by such
          officer or officers or agent or agents as shall be thereunto duly
          authorized from time to time by the Board of Directors; provided,
          that the  Board of Directors  may authorize the use  of facsimile
          signatures of  such officers and  upon such terms and  subject to
          such conditions as the Board of Directors may determine.













          Section 4.  Indemnification of Directors and Officers.  
                      _________________________________________
          1.  Any person who was or is a party or is  threatened to be made
          a party to  any threatened, pending or completed  action, suit or
          proceeding   whether    civil,   criminal,    administrative   or
          investigative (other than  an action by  or in the  right of  the
          Corporation) by reason  of the fact that he is or was a director,
          officer or employee of the Corporation,  or is or was serving  at
          the request of the Corporation as a director, officer or employee
          of another  corporation,  partnership, joint  venture,  trust  or
          other enterprise (which  shall be deemed to  include any employee
          benefit plan of the Corporation  or any other corporation) may be
          indemnified   against  expenses   (including  attorneys'   fees),
          judgments,  fines and  amounts paid  in  settlement (which  shall
          include  any excise taxes assessed  against a person with respect
          to an employee benefit plan)  actually and reasonably incurred by
          him in connection with such action, suit or proceeding so long as
          the results  of an  investigation of the  matter as  described in
          Section 4 includes a finding that he acted in good faith and in a
          manner he reasonably believed to be in or not opposed to the best
          interests of the Corporation or the participants or beneficiaries
          of any employee  benefit plan, and, with respect  to any criminal
          action  or proceeding,  had no  reasonable  cause to  believe his
          conduct was unlawful, provided, however,  that in an action by or
          in the right of the  Corporation no indemnification shall be made
          in respect of any judgments, fines and amounts paid in settlement
          and  provided further that  in such an  action there  shall be no
          indemnification for any  claim, issue or matter as  to which such
          person shall  have been adjudged  to be liable for  negligence or
          misconduct  in  the performance  of his  duty to  the Corporation
          unless  and  only  to  the  extent  that  a  court  of  competent
          jurisdiction so orders.

          2.    The termination  of  any  action,  suit, or  proceeding  by
          judgment, order, settlement, conviction, or  upon a plea of  nolo
                                                                       ____
          contendere or  its equivalent,  shall  not, of  itself, create  a
          __________
          presumption that the  person did not act  in good faith and  in a
          manner  which he reasonably  believed to be in  or not opposed to
          the best  interest of the  Corporation, and, with respect  to any
          criminal  action or proceeding,  had reasonable cause  to believe
          that his conduct was unlawful.

          3.  Any person who has been successful on the merits or otherwise
          in  defense of  any action,  suit  or proceeding  referred to  in
          Section 1 above, shall be indemnified against expenses (including
          attorneys'  fees)  actually  and reasonably  incurred  by  him in
          connection therewith.

          4.   Except as provided  in Section 3, indemnification  of anyone
          under Section 1, unless ordered by a court, shall be made  by the
          Corporation only as  authorized in each case upon a determination
          that it is  proper because the director, officer  or employee has
          met  the  applicable standard  of  conduct  set  forth.   Such  a
          determination  shall be  made  by  the Board  of  Directors by  a
          majority vote  of a quorum  consisting of directors who  were not
          parties to the action, suit or proceeding, or if such a quorum is













          not obtainable, or  even if obtainable a  quorum of disinterested
          directors so directs, by  independent legal counsel in  a written
          opinion, or by the shareholders.

          5.  Notwithstanding anything herein to the contrary, no director,
          officer  or employee shall  be indemnified against  any expenses,
          penalties  or  other  payments  incurred   in  an  administrative
          proceeding or action instituted by an appropriate bank regulatory
          agency  which  proceeding  or action  results  in  a  final order
          assessing civil  money penalties or requiring  affirmative action
          by an individual or  individuals in the  form of payments to  the
          bank.

          6.  If authorized by the  Board of Directors, the Corporation may
          advance the costs  and expenses incurred in defending  a civil or
          criminal   action,  suit  or   proceeding  upon  receipt   of  an
          undertaking by or on behalf  of the director, officer or employee
          to repay such  amount if it is  ultimately determined that  he is
          not entitled to indemnification.

          7.  The Corporation may purchase and maintain insurance on behalf
          of any person  who is or was  a director, officer or  employee of
          the Corporation  or is  or  was serving  at  the request  of  the
          Corporation  as  a  director,  officer  or  employee  of  another
          corporation,   partnership,  joint   venture,   trust  or   other
          enterprise against any liability for which it may indemnify  such
          people under the terms of this Article.

          8.    The  indemnification provided  for  directors,  officers or
          employees of the Corporation shall not be deemed exclusive of any
          other  rights to which those officers, directors or employees may
          be entitled under  any by-law, agreement, vote of shareholders or
          disinterested directors or  otherwise, both as to  actions in his
          or her  official capacity and  as to actions in  another capacity
          while holding  such office, and  shall continue as to  any person
          who  has ceased  to be  a director,  officer or  employee of  the
          Corporation and shall inure to  the benefit of his or her  heirs,
          executors and administrators.

          Section 5.   Amendments to By-Laws.  The Board of Directors shall
                       _____________________
          have the  power to make,  alter, amend  or repeal the  By-Laws of
          this Corporation from time to time.

          