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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               W&T OFFSHORE, INC.

                                   ----------

                               A TEXAS CORPORATION

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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               W&T OFFSHORE, INC.

                                   ----------

                               A TEXAS CORPORATION

                                   ARTICLE I.

                                REGISTERED OFFICE

        The registered office of the Corporation required by the Texas Business
Corporation Act to be maintained in the State of Texas shall be the registered
office named in the original Articles of Incorporation of the Corporation or
such other office (which need not be a place of business of the Corporation) as
may be designated from time to time by the Board of Directors in the manner
provided by law.

                                   ARTICLE II.

                                  SHAREHOLDERS

        Section 1. Place of Meetings. All meetings of the shareholders shall be
held at the principal place of business of the Corporation or at such other
place within or without the State of Texas as shall be specified or fixed in the
notices or waivers of notice thereof.

        Section 2. Quorum; Required Vote for Shareholder Action; Adjournment of
Meetings. Unless otherwise required by law or provided in the Articles of
Incorporation or these bylaws, the holders of issued and outstanding shares
representing a majority of the votes entitled to be cast thereat, present in
person or represented by proxy, shall constitute a quorum at any meeting of
shareholders for the transaction of business, and the act of a majority of the
voting power of such stock so represented at any meeting of shareholders at
which a quorum is present shall constitute the act of the meeting of
shareholders.

        Notwithstanding the other provisions of the Articles of Incorporation or
these bylaws, the chairman of the meeting or the holders of a majority of the
voting power of the issued and outstanding stock present in person or
represented by proxy at any meeting of shareholders, whether or not a quorum is
present, shall have the power to adjourn such meeting from time to time, without
any notice other than announcement at the meeting of the time and place of the
holding of the adjourned meeting. At such adjourned meeting

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any business may be transacted that might have been transacted at the meeting as
originally called.

        Section 3. Annual Meetings. An annual meeting of the shareholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, within or without the State of Texas, on such date
and at such time as the Board of Directors shall fix and set forth in the notice
of the meeting, which date shall be within 13 months subsequent to the date of
incorporation or the last annual meeting of shareholders, whichever most
recently occurred.

        Section 4. Special Meetings. Unless otherwise provided in the Articles
of Incorporation, special meetings of the shareholders for any proper purpose or
purposes may be called at any time by (a) the Chairman of the Board (if any),
the President, the Board of Directors, or such other person or persons as may be
authorized in the Articles of Incorporation or these Bylaws or (b) unless the
Articles of Incorporation provide otherwise, the holders of issued and
outstanding shares representing at least thirty percent of all the votes
entitled to be cast at the proposed special meeting.

        If not otherwise stated in or fixed in accordance with the remaining
provisions hereof, the record date for determining shareholders entitled to call
a special meeting is the date any shareholder first signs the notice of that
meeting.

        Only business within the purpose or purposes described in the notice (or
waiver thereof) required by these bylaws may be conducted at a special meeting
of the shareholders.

        Section 5. Closing Transfer Books; Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution
by the Corporation (other than a distribution involving a purchase or redemption
by the Corporation of any of its own shares) or share dividend, or in order to
make a determination of shareholders for any other purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, 60 days nor be less
than 10 days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.

        In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 60 days and, in the case
of a meeting of shareholders, not less than ten days, prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.

        If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders,

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or shareholders entitled to receive a distribution (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.

        When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided herein, such determination shall also
apply to any adjournment thereof except where the determination has been made
through the closing of stock transfer books and the stated period of closing has
expired.

        Section 6. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary or the
officer or person calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, any such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.

        Any notice required to be given to any shareholder, under any provision
of the Texas Business Corporation Act or the Articles of Incorporation or these
bylaws need not be given to the shareholder if (a) notice of two consecutive
annual meetings and all notices of meetings held during the period between those
annual meetings, if any, or (b) all (but in no event less than two) payments of
distributions or interest on securities during a 12-month period have been
mailed to that person by first-class mail, addressed to him at his address as
shown on the records of the Corporation, and have been returned undeliverable.
Any action or meeting taken or held without notice to such person shall have the
same force and effect as if the notice had been duly given and, if the action
taken by the Corporation is reflected in any articles or document filed with the
Secretary of State, those articles or that document may state that notice was
duly given to all persons to whom notice was required to be given. If such a
person delivers to the Corporation written notice setting forth his then current
address, the requirement that notice be given to that person shall be
reinstated.

        Section 7. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima-facie evidence as
to who are the shareholders entitled to

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examine such list or transfer books or to vote at any meeting of shareholders.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.

        Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized attorney-in-
fact. Proxies for use at any meeting of shareholders or in connection with the
taking of any action by written consent shall be filed with the Secretary, or
such other officer as the Board of Directors may from time to time determine by
resolution, before or at the time of the meeting or execution of the written
consent, as the case may be. All proxies shall be received and taken charge of
and all ballots shall be received and canvassed by the secretary of the meeting
who shall decide all questions touching upon the qualification of voters, the
validity of the proxies, and the acceptance or rejection of votes, unless an
inspector or inspectors shall have been appointed by the chairman of the
meeting, in which event such inspector or inspectors shall decide all such
questions.

        No proxy shall be valid after 11 months from the date of its execution
unless otherwise provided in the proxy. A proxy shall be revocable unless the
proxy form conspicuously states that the proxy is irrevocable and the proxy is
coupled with an interest. Proxies coupled with an interest shall include the
appointment as proxy of any of the persons set forth in the Texas Business
Corporation Act, including without limitation:

                (a)     a pledgee;

                (b)     a person who purchased or agreed to purchase, or owns or
                        holds an option to purchase, the shares;

                (c)     a creditor of the Corporation who extended it credit
                        under terms requiring the appointment;

                (d)     an employee of the Corporation whose employment contract
                        requires the appointment; or

                (e)     a party to a voting agreement executed under Section B,
                        Article 2.30 of the Texas Business Corporation Act.

Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide to the contrary, a majority of such persons present at
any meeting at which their powers thereunder are to be exercised shall have and
may exercise all the powers of voting or giving consents thereby conferred, or
if only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, the
Corporation shall not be required to recognize such proxy with respect to such
issue if such proxy does not specify how the shares that are the subject of such
proxy are to be voted with respect to such issue.

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        Section 9. Voting; Elections; Inspectors. Unless otherwise required by
law or provided in the Articles of Incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

        All voting, except as required by the Articles of Incorporation or where
otherwise required by law, may be by a voice vote; provided, however, that a
vote by ballot shall be taken upon demand therefor by shareholders holding
issued and outstanding shares representing a majority of the voting power
present in person or by proxy at any meeting. Every vote by ballot shall be
taken by written ballots, each of which shall state the name of the shareholder
or proxy voting and such other information as may be required under the
procedure established for the meeting.

        At any meeting at which a vote is taken by ballots, the chairman of the
meeting may appoint one or more inspectors, each of whom shall subscribe an oath
or affirmation to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. Such
inspector shall receive the ballots, count the votes and make and sign a
certificate of the result thereof. The chairman of the meeting may appoint any
person to serve as inspector, except no candidate for the office of director
shall be appointed as an inspector.

        At each election of directors each shareholder entitled to vote thereat
shall, unless otherwise provided by law or by the Articles of Incorporation,
have the right to vote the number of shares owned by him for as many persons as
there are to be elected and for whose election he has a right to vote. Unless
expressly prohibited by the Articles of Incorporation, a shareholder shall have
the right to cumulate his votes by giving one candidate as many votes as the
number of such directors multiplied by his shares shall equal, or by
distributing such votes on the same principle among any number of such
candidates. Any shareholder who intends to cumulate his votes shall give written
notice of such intention to the Secretary of the Corporation on or before the
day preceding the election at which such shareholder intends to cumulate his
votes. Any shareholder may cumulate his votes if such shareholder or any other
shareholder gives the written notice provided for herein.

        Section 10. Conduct of Meetings. All meetings of the shareholders shall
be presided over by the chairman of the meeting, who shall be the Chairman of
the Board (if any), or if he is not present, the President, or if neither the
Chairman of the Board (if any) nor President is present, a chairman elected at
the meeting. The Secretary of the Corporation, if present, shall act as
secretary of such meetings, or if he is not present, an Assistant Secretary (if
any) shall so act; if neither the Secretary nor an Assistant Secretary (if any)
is present, then a secretary shall be appointed by the chairman of the meeting.
The chairman of any meeting of shareholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

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        Section 11. Treasury Shares. Neither the Corporation nor any other
person shall vote, directly or indirectly, at any meeting, shares of the
Corporation's own stock owned by the Corporation, shares of the Corporation's
own stock owned by another corporation the majority of the voting stock of which
is owned or controlled by the Corporation, and shares of the Corporation's own
stock held by the Corporation in a fiduciary capacity; and such shares shall not
be counted in determining the total number of outstanding shares at any given
time.

        Section 12. Notice of Shareholder Business and Nominations.

                (a)     Annual Meetings of Shareholders.

                        (1)     Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders (a) pursuant
to the Corporation's notice of meeting, (b) by or at the direction of the Board
of Directors or (c) by any shareholder of the Corporation who was a shareholder
of record at the time of giving of notice provided for in this Bylaw, who is
entitled to vote at such meeting and who complies with the notice procedures set
forth in this Bylaw.

                        (2)     For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause (c) of
paragraph (a)(1) of Section 12 of this Bylaw, the shareholder must have given
timely notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 90th day, nor earlier than the close of business on the 120th
day, prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, notice by
the shareholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial

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owner, if any, on whose behalf the proposal is made; and (c) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such shareholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class or series and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.

                        (3)     Notwithstanding anything in the second sentence
of paragraph (a)(2) of Section 12 of this Bylaw to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement by the Corporation
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement of
the increased Board is first made by the Corporation.

                (b)     Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders at which directors are to be elected pursuant to
the Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
Corporation who is a shareholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw. In the event the
Corporation calls a special meeting of shareholders for the purpose of electing
one or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
shareholder's notice required by paragraph (a)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a shareholder's notice as described
above.

                (c)     General.

                        (1)     Only such persons who are nominated in
accordance with the procedures set forth in this Bylaw shall be eligible to
serve as directors, and only such business shall be conducted at a meeting of
shareholders as shall have been brought

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before the meeting in accordance with the procedures set forth in this Bylaw.
Except as otherwise provided by law, the Articles of Incorporation or these
Bylaws, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this Bylaw and, if any proposed nomination or business is not in
compliance with this Bylaw, to declare that such defective proposal or
nomination shall be disregarded.

                        (2)     For purposes of this Bylaw, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                        (3)     Notwithstanding the foregoing provisions of this
Bylaw, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect
any rights (a) of shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

        Section 1. Power; Number; Term of Office; Election Procedures. The
following provisions are inserted for the management of the business and for the
conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and shareholders:

        The number and terms of the members of board of directors of the
Corporation and the procedures to elect directors, to remove directors, and to
fill vacancies in the board of directors shall be as follows:

                (a)     Unless otherwise provided in the Articles of
Incorporation, the number of directors that shall constitute the whole board of
directors shall from time to time be fixed exclusively by the board of directors
by a resolution adopted by a majority of the whole board of directors serving at
the time of that vote. Except in the event of a vacancy contemplated by Section
1(c) of this Article III, in no event shall the number of directors that
constitute the whole board of directors be fewer than three. No decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Directors of the Corporation need not be elected by written
ballot unless the by-laws of the Corporation otherwise provide. Unless otherwise
provided in the Articles of Incorporation, directors need not be shareholders of
the Corporation or residents of the State of Texas.

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                (b)     Except as otherwise required by law, the articles of
incorporation of the Corporation, or these by-laws, the directors shall be
elected at an annual meeting of stockholders at which a quorum is present.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the election of
directors. Each director so chosen shall hold office until the first annual
meeting of stockholders held after his election and until his successor is
elected and qualified or, if earlier, until his death, resignation, or removal
from office.

                (c)     Vacancies in the board of directors resulting from
death, resignation, retirement, disqualification, removal from office, or other
cause and newly- created directorships resulting from any increase in the
authorized number of directors may be filled by no less than a majority vote of
the remaining directors then in office, though less than a quorum, and shall
hold office until the first meeting of shareholders held after his election for
the purpose of electing directors and until his successor is elected and
qualified or until his earlier death, resignation, or removal from office. Any
such vacancies which result in the number of directors being less than three
shall be promptly filled according to the procedures set forth in this
paragraph.

                (d)     A director of the Corporation may be removed before the
expiration date of that director's term of office only for cause, by an
affirmative vote of the holders of more than 60% of the outstanding shares of
stock then entitled to be voted at an election of directors, cast at the annual
meeting of shareholders or at any special meeting of shareholders called by a
majority of the whole board of directors for this purpose.

        Section 2. Quorum; Required Vote for Director Action. Unless otherwise
required by law or provided in the Articles of Incorporation or these bylaws, a
majority of the total number of directors shall constitute a quorum for the
transaction of business of the Board of Directors, and the vote 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.

        Section 3. Meetings; Order of Business. Meetings of the Board of
Directors may be held at such place or places as shall be determined from time
to time by resolution of the Board of Directors. At all meetings of the Board of
Directors business shall be transacted in such order as shall from time to time
be determined by the Chairman of the Board (if any), or in his absence by the
President (if the President is director), or by resolution of the Board of
Directors.

        Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business an the ground
that the meeting is not lawfully called or convened.

        Section 4. First Meeting. In connection with any annual meeting of
shareholders at which directors were elected, the Board of Directors may, if a
quorum is present, hold

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its first meeting for the transaction of business immediately after and at the
same place as such annual meeting of the shareholders. Notice of such meeting at
such time and place shall not be required.

        Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by resolution of the Board of Directors. Notice of such regular meetings shall
not be required.

        Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board (if any), the President or, on the
written request of any one director, by the Secretary, in each case on at least
24 hours personal, written, telegraphic, cable or wireless notice to each
director. Such notice, or any waiver thereof pursuant to Article VIII, Section 3
hereof, need not state the purpose or purposes of such meeting, except as may
otherwise be required by law or provided for by the Articles of Incorporation or
these bylaws.

        Section 7. Compensation. Unless restricted by the Articles of
Incorporation, the Board of Directors shall have the authority to fix the
compensation, if any, of directors.

        Section 8. Presumption of Assent. A director who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action unless his dissent shall be entered
in the minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

        Section 9. Approval or Ratification of Acts or Contracts by
Shareholders. The Board of Directors in its discretion may submit any act or
contract for approval or ratification at any annual meeting of the shareholders,
or at any special meeting of the shareholders called for the purpose of
considering any such act or contract, and any act or contract that shall be
approved or be ratified by the vote of the shareholders holding a majority of
the issued and outstanding shares of stock of the Corporation entitled to vote
and present in person or by proxy at such meeting (provided that a quorum is
present), shall be as valid and as binding upon the Corporation and upon all the
shareholders as if it shall have been approved or ratified by every shareholder
of the Corporation.

                                   ARTICLE IV.

                                   COMMITTEES

        Section 1. Designation; Powers. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate from among
its members one or more committees, each of which, to the extent provided in
such resolution, shall have and may exercise all of the authority of the Board
of Directors, except that no such committee shall have the authority of the
Board of Directors in reference to amending the

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Articles of Incorporation, approving a plan of merger or consolidation,
recommending to the shareholders the sale, lease, or exchange of all or
substantially all of the property and assets of the Corporation otherwise than
in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the Corporation or a revocation thereof,
amending, altering, or repealing these bylaws or adopting new bylaws for the
Corporation, filling vacancies in the Board of Directors or any such committee,
filling any directorship to be filled by reason of an increase in the number of
directors, electing or removing officers of the Corporation or members of any
such committee, fixing the compensation of any member of such committee, or
altering or repealing any resolution of the Board of Directors that by its terms
provides that it shall not be so amendable or repealable in such manner; and,
unless such resolution or the Articles of Incorporation expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of shares of the Corporation.

        Section 2. Procedure; Meetings; Quorum. Any committee designated
pursuant to Section 1 of this Article shall choose its own chairman and
secretary, shall keep regular minutes of its proceedings and report the same to
the Board of Directors when requested, shall fix its own rules or procedures,
and shall meet at such times and at such place or places as may be provided by
such rules, or by resolution of such committee or of the Board of Directors. At
every meeting of any such committee, the presence of a majority of all the
members thereof shall constitute a quorum, and the affirmative vote of a
majority of the members present shall be necessary for the adoption by it of any
resolution.

        Section 3. Substitution of Members. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee.

        Section 4. Dissolution. The Board of Directors may dissolve any
committee at any time, unless otherwise provided in the Articles of
Incorporation or these bylaws.

                                   ARTICLE V.

                                    OFFICERS

        Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be a President and a Secretary and such other officers as the
Board of Directors may from time to elect or appoint, including, without
limitation, a chairman of the Board, one or more Vice Presidents (any one or
more of whom may be designated Executive Vice President or Senior Vice
President), a Treasurer, one or more Assistant Treasurers and one or more
Assistant Secretaries. Each officer shall hold office until his successor shall
be duly elected and shall qualify or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided. Any number of
offices may be held by the same person. Except for the Chairman of the Board, if
any, no officer need be a director.

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        Section 2. Salaries. The salaries or other compensation, if any, of the
officers and agents of the Corporation shall be fixed from time to time by the
Board of Directors.

        Section 3. Removal. Any officer or agent or member of a committee
elected or appointed by the Board of Directors may be removed, either with or
without cause, by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent or member of a committee shall
not of itself create contract rights.

        Section 4. Vacancies. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.

        Section 5. Powers and Duties of the Chief Executive Officer. The
President shall be the chief executive officer of the Corporation unless the
Board of Directors designates the Chairman of the Board (if any) or other
officer as chief executive officer. Subject to the control of the Board of
Directors, the chief executive officer shall have general executive charge,
management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; he may agree upon and execute all leases, contracts, evidences
of indebtedness and other obligations in the name of the Corporation and may
sign all certificates for shares of capital stock of the Corporation; and he
shall have such other powers and duties as designated in accordance with these
bylaws and as from time to time may be assigned to him by the Board of
Directors.

        Section 6. Powers and Duties of the Chairman of the Board. The chairman
of the Board (if any) shall preside at all meetings of the shareholders and of
the Board of Directors; and the Chairman shall have such other powers and duties
as designated in these bylaws and as from time to time may be assigned to him by
the Board of Directors.

        Section 7. Powers and Duties of the President. Unless the Board of
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors
otherwise determines, he shall, in the absence of the Chairman of the Board or
if there be no Chairman of the Board, preside at all meetings of the
shareholders and (should he be a director) of the Board of Directors; and the
President shall have such other powers and duties as designated in accordance
with these bylaws and as from time to time may be assigned to him by the Board
of Directors.

        Section 8. Vice Presidents. The Vice President(s), if any, shall perform
such duties and have such powers as the Board of Directors may from time to time
prescribe. In addition, in the absence of the Chairman of the Board (if any) or
President, or in the event of their inability or refusal to act, (i) a Vice
President designated by the Board of Directors or (ii) in the absence of such
designation, the Vice President who is present and

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who is senior in terms of time as a Vice President of the Corporation, shall
perform the duties of the Chairman of the Board (if any), or the President, as
the case may be, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Chairman of the Board (if any), or the
President; provided that he shall not preside at meetings of the Board of
Directors unless he is a director.

        Section 9. Treasurer. The Treasurer, if any, shall have responsibility
for the custody and control of all the funds and securities of the Corporation,
and he shall have such other powers and duties as designated in these bylaws and
as from time to time may be assigned to him by the Board of Directors. He shall
perform all acts incident to the position of Treasurer subject to the control of
the chief executive officer and the Board of Directors; and the Treasurer shall,
if required by the Board of Directors, give such bond for the faithful discharge
of his duties in such form as the Board of Directors may require.

        Section 10. Assistant Treasurers. Each Assistant Treasurer, if any,
shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as designated in these bylaws and as from time to
time may be assigned to him by the chief executive officer or the Board of
Directors or the Treasurer. The Assistant Treasurers shall exercise the powers
of the Treasurer during that officer's absence or inability or refusal to act.

        Section 11. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors, and the minutes of all meetings of the
shareholders, in books provide d for that purpose; he shall attend to the giving
and serving of all notices; he may in the name of the Corporation affix the seal
(if any) of the Corporation to all contracts of the Corporation and attest
thereto; he may sign with the other appointed officers all certificates for
shares of capital stock of the Corporation; he shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at the
office of the Corporation during business hours; he shall have such other powers
and duties as designated in these bylaws and as from time to time may be
assigned to him by the chief executive officer or the Board of Directors; and he
shall in general perform all duties incident to the office of Secretary, subject
to the control of the chief executive officer and the Board of Directors.

        Section 12. Assistant Secretaries. Each Assistant Secretary, if any,
shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as designated in these bylaws and as from time to
time may be assigned to him by the chief executive officer or the Board of
Directors or the Secretary. The Assistant Secretaries shall exercise the powers
of the Secretary during that officer's absence or inability or refusal to act.

        Section 13. Action With Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, each of the chief executive
officer and the Treasurer (if any), or either of them, shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of shareholders of or with

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respect to any action of shareholders of any other corporation in which this
Corporation may hold securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its ownership of
securities in such other corporation.

                                   ARTICLE VI.

                          INDEMNIFICATION OF DIRECTORS

        Section 1. Right to Indemnification. Subject to the limitations and
conditions as provided in this Article VI, the Corporation shall indemnify and
hold harmless the directors (each, an "Indemnified Person") to the fullest
extent permitted by law from and against any and all losses, claims, demands,
costs, damages, liabilities, joint or several, expenses of any nature (including
reasonable attorneys' fees and disbursements), judgments, fines, settlements and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which
the Indemnified Person may be involved or threatened to be involved, as a party
or otherwise, arising out of or incidental to the business or activities of or
relating to the Corporation regardless of whether the Indemnified Person
continues to be a Director at the time any such liability or expense is paid or
incurred. The indemnification provided in this Article VIII may not be made to
or on behalf of any Director if a final adjudication establishes that the
indemnified persons acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law. and indemnification under this Article VI shall
continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder. The rights granted pursuant to this
Article VI shall be deemed contract rights, and no amendment, modification or
repeal of this Article VI shall have the effect of limiting or denying any such
rights with respect to actions taken or proceedings arising prior to any such
amendment, modification or repeal. It is expressly acknowledged that the
indemnification provided in this Article VI could involve indemnification for
negligence or under theories of strict liability.

        Section 2. Advance Payment. The right to indemnification conferred in
this Article VI shall include the right to be paid or reimbursed by the
Corporation the reasonable expenses incurred by a person of the type entitled to
be indemnified under Section 1 who was, is or is threatened to be made a named
defendant or respondent in a proceeding in advance of the final disposition of
the proceeding and without any determination as to the person's ultimate
entitlement to indemnification; provided, however, that the payment of such
expenses incurred by any such person in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of a written
affirmation by such director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification under this
Article VI and a written undertaking, by or on behalf of such person, to repay
all amounts so advanced if it shall ultimately be determined that such
indemnified person is not entitled to be indemnified under this Article VI or
otherwise.

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<PAGE>

        Section 3. Appearance as a Witness. Notwithstanding any other provision
of this Article VI, the Corporation may pay or reimburse expenses incurred by a
director or officer in connection with his or her appearance as a witness or
other participation in a proceeding at a time when he or she is not a named
defendant or respondent in the proceeding.

        Section 4. Nonexclusivity of Rights. The right to indemnification and
the advancement and payment of expenses conferred in this Article VI shall not
be exclusive of any other right which a director or officer or other person
indemnified pursuant to Section 3 of this Article VI may have or hereafter
acquire under any law (common or statutory), provision of the Articles of
Incorporation of the Corporation or these bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.

        Section 5. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was
serving as a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, proprietorship,
employee benefit plan, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under this Article VI.

        Section 6. Shareholder Notification. To the extent required by law, any
indemnification of or advance of expenses to a director or officer in accordance
with this Article VI shall be reported in writing to the shareholders with or
before the notice or waiver of notice of the next shareholders' meeting or with
or before the next submission to shareholders of a consent to action without a
meeting and, in any case, within the 12-month period immediately following the
date of the indemnification or advance.

        Section 7. Savings Clause. If this Article VI or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify and hold harmless each director,
officer or any other person indemnified pursuant to this Article VI as to costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full extent permitted by
any applicable portion of this Article VI. that shall not have been invalidated
and to the fullest extent permitted by applicable law.

                                  ARTICLE VII.

                                  CAPITAL STOCK

        Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Articles of Incorporation, as shall be approved by
the Board of Directors. The Chairman of the Board (if any), President or a Vice
President (if any) shall cause to be issued to

                                       15

<PAGE>

each shareholder one or more certificates, which shall be signed by the Chairman
of the Board (if any), President or a Vice President (if any) and the Secretary
or an Assistant Secretary (if any) or the Treasurer or an Assistant Treasurer
(if any) certifying the number of shares (and, if the stock of the Corporation
shall be divided into classes or series, the class and series of such shares)
owned by such shareholder in the Corporation; provided, however, that any of or
all the signatures on the certificate may be facsimile. If the Board of
Directors shall have provided for a seal, such certificates shall bear such seal
or a facsimile thereof. The stock record books and the blank stock certificate
books shall be kept by the Secretary, or at the office of such transfer agent or
transfer agents as the Board of Directors may from time to time by resolution
determine. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature or signatures shall have been placed upon
any such certificate or certificates shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation with
the same affect as if such person were such officer, transfer agent or registrar
at the date of issue. The stock certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and number of shares.

        Each certificate shall conspicuously bear any legend required pursuant
to Article 2.19 or Article 2.22 of the Texas Business Corporation Act, as well
as any other legend required by law.

        Section 2. Transfer of Shares. The shares of stock of the Corporation,
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal
representatives, upon surrender and cancellation of certificates for a like
number of shares (or upon compliance with the provisions of Section 5 of this
Article VII, if applicable). Upon such surrender to the Corporation or a
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer (or upon compliance with the provisions of Section 5 of this Article
VII, if applicable) and of compliance with any transfer restrictions applicable
thereto contained in an agreement to which the Corporation is a party or of
which the Corporation has knowledge by reason of legend with respect thereto
placed an any such surrendered stock certificate, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

        Section 3. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the
Corporation as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

        Section 4. Regulations Regarding Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem

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<PAGE>

expedient concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Corporation.

        Section 5. Lost, Stolen, Destroyed or Mutilated Certificates. The Board
of Directors may determine the conditions upon which a new certificate of stock
may be issued in place of a certificate that is alleged to have been lost,
stolen, destroyed or mutilated; and may, in its discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety, to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the issuance
of a new certificate in the place of the one so lost, stolen, destroyed or
mutilated.

                                  ARTICLE VIII.

                            MISCELLANEOUS PROVISIONS

        Section 1. Fiscal Year. The fiscal year of the Corporation shall be such
as established from time to time by the Board of Directors.

        Section 2. Corporate Seal. The Board of Directors may provide a suitable
seal, containing the name of the Corporation. The Secretary shall have charge of
the seal (if any). If and when so directed by the Board of Directors, duplicates
of the seal may be kept and used by the Treasurer, if any, or by any Assistant
Secretary or Assistant Treasurer.

        Section 3. Notice and Waiver of Notice. Whenever any notice is required
to be given by law, the Articles of Incorporation or these bylaws, except with
respect to notices of meetings of shareholders (with respect to which the
provisions of Article II, Section 6 apply) and except with respect to notices of
special meetings of directors (with respect to which the provisions of Article
VIII, Section 6 apply), said notice shall be deemed to be sufficient if given
(a) by telegraphic, cable or wireless transmission or (b) by deposit of same in
a post office box in a sealed prepaid wrapper addressed to the person entitled
thereto at his address as it appears on the records of the Corporation, and such
notice shall be deemed to have been given on the day of such transmission or
mailing, as the case may be.

        Whenever notice is required to be given by law, the Articles of
Incorporation or these bylaws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice.

        Section 4. Resignations. Any director, member of a committee or officer
may resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, or if no time be specified, at the time of
its receipt by the chief executive officer or secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

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<PAGE>

        Section 5. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.

        Section 6. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and Board of Directors and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each. Any books,
records and minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time.

        Section 7. Reliance Upon Books, Reports and Records. Neither a director
nor a member of any committee of directors shall be liable if, in the exercise
of ordinary care, he relied and acted in good faith (a) upon financial
statements or other information of the Corporation represented to him to be
correct in all material respects by the President or by the officer of the
Corporation having charge of its books of account, or reported by an independent
public or certified public accountant or firm of such accountants to present
fairly the financial position of the Corporation, or (b) upon the written
opinion of an attorney for the Corporation; nor shall he be so liable if, in the
exercise of ordinary care and in good faith, in voting for or assenting to a
distribution by the Corporation, he considered the assets of the Corporation to
be of their book value.

        Section 8. Action Without a Meeting or by Telephone Conference Meeting.
Any action permitted or required by law, the Articles of Incorporation or these
bylaws, to be taken at a meeting of the shareholders, the Board of Directors or
any committee designated by the Board of Directors may be taken without a
meeting if a consent in writing, setting forth the action to be taken is signed
by all the shareholders or members of the Board of Directors or committee, as
the case may be. Such consent shall have the same force and effect as a
unanimous vote at a meeting and may be stated as such in any document or
instrument filed with the Secretary of State, and the execution of such consent
shall constitute attendance or presence in person at a meeting of shareholders,
the Board of Directors or any such committee, as the case may be. Subject to the
requirements by law, the Articles of Incorporation or these bylaws for notice of
meetings, unless otherwise restricted by the Articles of Incorporation, members
of the Board of Directors, or members of any committee designated by the Board
of Directors, may participate in and hold a meeting of such Board of Directors
or any committee of directors, as the case may be, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute attendance and presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

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                                   ARTICLE IX.

                                   AMENDMENTS

        The Board of Directors may amend or repeal the Corporation's bylaws, or
adopt new bylaws, unless: (a) the Articles of Incorporation or the Texas
Business Corporation Act reserves the power exclusively to the shareholders in
whole or part; or (b) the shareholders, in amending, repealing or adopting a
particular bylaw, expressly provide that the Board of Directors may not amend or
repeal that bylaw.

        Unless the Articles of Incorporation or a bylaw adopted by the
shareholders provides otherwise as to all or some portion of the Corporation's
bylaws, the Corporation's shareholders may amend, repeal or adopt the
Corporation's bylaws even though the bylaws may also be amended, repealed or
adopted by the Board of Directors.

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