
    EXHIBIT 3.5
                                   BYLAWS
                                     OF
                         AMERICAN MULTI-CINEMA, INC.
                                 as amended
                             Offices and Records

      1.(a)  Registered Office and Registered Agent.  The location of the
registered office and the name of the registered agent of the corporation
in the State of Missouri shall be such as shall be determined from time to
time by the board of directors and on file in the appropriate office of the
State of Missouri pursuant to applicable provisions of law.  Unless
otherwise permitted by law, the address of the registered office of the
corporation and the address of the business office of the registered agent
shall be identical.

     (b)  Corporate Offices.  The corporation may have such corporate
offices anywhere within or without the State of Missouri as the board of
directors from time to time may determine or the business of the
corporation may require.  The "principal place of business" or "principal
business" or "executive" office or offices of the corporation may be fixed
and so designated from time to time by the board of directors, but the
location or residence of the corporation in Missouri shall be deemed for
all purposes to be in the county in which its registered office in Missouri
is maintained.

      2.(a)  Records.  The corporation shall keep at its registered
office, or principal place of business, in Missouri, original or duplicate
books in which shall be recorded the number of its shares subscribed, the
names of the owners of its shares, the numbers owned of record by them
respectively, the amount of shares paid, and by whom, the transfer of said
shares with the date of transfer, the amount of its assets and liabilities,
and the names and places of residence of its officers, and from time to
time such other or additional records, statements, lists, and information
as may be required by law, including the shareholders' lists mentioned in
paragraph 10 of these bylaws.

     (b)  Inspection of Records. A shareholder, if he be entitled and
demands to inspect the records of the corporation pursuant to any statutory
or other legal right, shall be privileged to inspect such records only
during the usual and customary hours of business and in such manner as will
not unduly interfere with the regular conduct of the business of the
corporation.  A shareholder may delegate his right of inspection to a
certified or public accountant on the condition, to be enforced at the
option of the corporation, that the shareholder and accountant agree with
the corporation to furnish to the corporation promptly a true and correct
copy of each report with respect to such inspection made by such
accountant.  No shareholder shall use, permit to be used or acquiesce in
the use by others of any information so obtained to the detriment
competitively of the corporation, nor shall he furnish or permit to be
furnished any information so obtained to any competitor or prospective
competitor of the corporation.  The corporation as a condition precedent to
any shareholder's inspection of the records of the corporation may require
the shareholder to indemnify the corporation, in such manner and for such
amount as may be determined by the board of directors, against any loss or
damage which may be suffered by it arising out of or resulting from any
unauthorized disclosure made or permitted to be made by such shareholder of
information obtained in the course of such inspection.

                                    Seal

      3.Corporate Seal.  The corporate seal shall have inscribed thereon
the name of the corporation and the words: Corporate Seal - Missouri.  Said
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

                           Shareholders' Meetings

      4.Place of Meetings.  All meetings of the shareholders shall be
held at the principal business office of the corporation in Missouri,
except such meetings as the board of directors to the extent permissible by
law expressly determines shall be held elsewhere, in which case such
meetings may be held, upon notice thereof as hereinafter provided, at such
other place or places, within or without the State of Missouri, as the
board of directors shall have determined, and as shall be stated in such
notice; and, unless specifically prohibited by law, any meeting may be held
at any place and time, and for any purpose, if consented to in writing by
all of the shareholders entitled to vote thereat.

      5.(a)  Annual Meetings.  An annual meeting of the shareholders
shall  be held on the second Thursday of November of each year, if not a
legal holiday, and if a legal holiday then on the next secular day
following, at 11:30 a.m., when they shall elect a Board of Directors and
transact such other business as may properly be brought before the meeting.

     (b)  Special Meetings.  Special meetings of the shareholders may
be held for any purpose or purposes and may be called by the chairman of
the board, by the president, by the secretary, by the board of directors,
or by the holders of, or by any officer or shareholder upon the written
request of the holders of, not less than one-fifth of all outstanding
shares entitled to vote at any such meeting, and shall be called by any
officer directed to do so by the board of directors.

     The "call" and the "notice" of any such meeting shall be deemed to be
synonymous.

     (c)  Consent of Shareholders in Lieu of Meeting.  Any action
required to be taken or which may be taken at a meeting of the shareholders
may be taken without a meeting if consents in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled to
vote with respect to the action so taken.  The secretary shall file such
consents with the minutes of the meetings of the shareholders.

      6.(a)  Notice.  Written or printed notice of each meeting of the
shareholders, whether annual or special, stating the place, day and hour of
the meeting, and, in case of a special meeting, the purpose or purposes
thereof, shall be delivered or given to each shareholder entitled to vote
thereat, either personally or by mail, not less than ten (10) days or more
than fifty (50) days prior to the meeting, unless, as to a particular
matter, other or further notice is required by law, in which case such
other or further notice shall be given.  In addition to such written or
printed notice, published notice shall be given if (and in the manner) then
required by law.

     Any notice of a shareholders' meeting sent by mail shall be deemed to
be delivered when deposited in the United States mail with postage thereon
prepaid addressed to the shareholder at his address as it appears on the
records of the corporation.

     (b)  Waiver of Notice.  Whenever any notice is required to be
given under the provisions of these bylaws, or of the articles of
incorporation or of any law, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed the equivalent to the giving of such
notice.

     To the extent provided by law, attendance of a shareholder at any
meeting shall constitute a waiver of notice of such meeting.

     (c)  Presiding Officials.  Every meeting of the shareholders, for
whatever object, shall be convened by the president, or by the officer or
person who called the meeting by notice as above provided, but it shall be
presided over by the officers specified in paragraphs 28, 29, and 30 of
these bylaws; provided, however, that the shareholders at any meeting, by a
majority vote in amount of shares represented thereat, and notwithstanding
anything to the contrary contained elsewhere in these bylaws, may select
any persons of their choosing to act as chairman and secretary of such
meeting or any session thereof.

      7.(a)  Business which may be Transacted at Annual Meetings.  At
 each annual meeting of the shareholders, the shareholders shall elect a
board of directors to hold office until the next succeeding annual meeting
or until their successors shall have been elected and qualified and they
may transact such other business as may be desired, whether or not the same
was specified in the notice of the meeting, unless the consideration of
such other business without its having been specified in the notice of the
meeting as one of the purposes thereof, is prohibited by law.

     (b)  Business which may be Transacted at Special Meetings. 
Business transacted at all special meetings shall be confined to the
purposes stated in the notice of such meeting, unless the transaction of
other business is consented to by the holders of all of the outstanding
shares of stock of the corporation entitled to vote thereat.

      8.Quorum.  Except as otherwise may be provided by law or by the
articles of incorporation, the holders of a majority of the outstanding
shares entitled to vote thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at all meetings of the
shareholders.  Every decision of a majority in amount of shares of such
quorum shall be valid as a corporate act, except in those specific
instances in which a larger vote is required by law or by the articles of
incorporation.  If, however, such quorum should not be present at any
meeting, the shareholders present and entitled to vote shall have power
successively to adjourn the meeting, without notice to any shareholder
other than announcement at the meeting, to a specified date not longer than
90 days after such adjournment.  At any subsequent session of the meeting
at which a quorum is present in person or by proxy any business may be
transacted which could have been transacted at the initial session of the
meeting if a quorum had been present.

      9.(a)  Proxies.  At any meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote in person or
by proxy executed in writing by such shareholder or by his duly authorized
attorney-in-fact.  No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.

     (b)  Voting.  Each shareholder shall have one vote for each share
of stock entitled to vote under the provisions of the articles of
incorporation and which is registered in his name on the books of the
corporation; but in the election of directors cumulative voting shall
prevail.  Accordingly, each shareholder shall have the right to cast as
many votes in the aggregate as shall equal the number of voting shares so
held by him, multiplied by the number of directors to be elected at such
election, and he may cast the whole number of such votes for one candidate
or distribute them among two or more candidates.  Directors shall not be
elected in any other manner, unless such cumulative voting be unanimously
waived by all shareholders present.

     No person shall be admitted to vote on any shares belonging or
hypothecated to the corporation.

     If the board of directors shall not have closed the transfer books of
the corporation and there shall be no date fixed by the board of directors
or by statute for the determination of its shareholders entitled to vote,
no person shall be admitted to vote directly or by proxy except those in
whose names the shares of the corporation shall stand on the transfer books
at the time of the meeting.

     (c)  Registered Shareholders - Exceptions - Stock Ownership
Presumed.  The corporation shall be entitled to treat the holders of the
shares of stock of the corporation, as recorded on the stock record or
transfer books of the corporation, as the holders of record and as the
holders and owners in fact thereof and, accordingly, the corporation shall
not be required to recognize any equitable or other claim to or interest in
any such shares on the part of any other person, firm, partnership,
corporation or association, whether or not the corporation shall have
express or other notice thereof, except as is otherwise expressly required
by law, and the term "shareholder" as used in these bylaws means one who is
a holder of record of shares of the corporation; provided, however, that if
permitted by law.


      (i)shares standing in the name of another corporation, domestic
     or foreign, may be voted by such officer, agent or proxy as the bylaws
     of such corporation may prescribe, or, in the absence of such
     provision, as the board of directors of such corporation may
     determine;

      (ii)shares standing in the name of a deceased person may be
     voted by his administrator or executor, either in person or by proxy;
     and shares standing in the name of a guardian, curator, or trustee may
     be voted by such fiduciary, either in person or by proxy, but no
     guardian, curator, or trustee shall be entitled, as such fiduciary, to
     vote shares held by him without a transfer of such shares into his
     name;

      (iii)shares standing in the name of a receiver may be voted
     by such receiver, and shares held by or under the control of a
     receiver may be voted by such receiver without the transfer thereof
     into his name if authority so to do be contained in an appropriate
     order of the court by which such receiver was appointed; and

      (iv)a shareholder whose shares are pledged shall be entitled to
     vote such shares until the shares have been transferred of record into
     the name of the pledgee, and thereafter the pledgee shall be entitled
     to vote the shares so transferred.

      10.Shareholders' Lists.  A complete list of the shareholders
entitled to vote at each meeting of the shareholders, arranged in
alphabetical order, with the address of, and the number of voting shares
held by each, shall be prepared by the officer of the corporation having
charge of the stock transfer books of the corporation, and shall, for a
period of ten (10) days prior to the meeting, be kept on file at the
registered office of the corporation in Missouri and shall at any time
during the usual hours for business be subject to inspection by any
shareholder.  Such list or a duplicate thereof 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 share ledger or transfer book, or a duplicate thereof kept in the
State of Missouri, shall be prima facie evidence as to who are the
shareholders entitled to examine such list, share ledger or transfer book
or to vote at any meeting of shareholders.

     Failure to comply with the foregoing shall not affect the validity of
any action' taken at any such meeting.

                                  Directors

      11.Number of Directors.  The number of directors to constitute the
board of directors shall be three (3).  Hereafter, the number of directors
to constitute the board of directors shall be determined by the
shareholders of the corporation at each annual meeting of the shareholders,
except that the shareholders may create new directorships at any special
meeting.  If the number of directors is not determined at any annual
meeting, the number of directors shall remain the same as it was
immediately preceding such meeting.  Any change in the number of directors
shall be reported to the Secretary of State of Missouri within 30 calendar
days of such change.  Directors need not he shareholders unless the
Articles of Incorporation so require.

      12.Powers of the Board.  The property and business of the
corporation shall be controlled and managed by the directors, acting as a
board.  The board shall have and is vested with all and unlimited powers
and authorities, except as may be expressly limited by law, the articles of
incorporation or these bylaws, to do or cause to be done any and all lawful
things for and in behalf of the corporation to exercise or cause to be
exercised any or all of its powers, privileges and franchises, and to seek
the effectuation of its objects and purposes.

      13.Offices.  The directors may have one or more offices, and keep
the books of the corporation (except the original or duplicate stock
ledgers, and such other books and records as may by law be required to be
kept at a particular place) at such place or places within or without the
State of Missouri as the board of directors may from time to time
determine.

      14.Meetings of the Newly Elected Board - Notice.  The members of
each newly elected board shall meet (i) at such time and place, either
within or without the State of Missouri, as shall be suggested or provided
for by resolution of the shareholders at the annual meeting and no notice
of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present, or
(ii) if not so suggested or provided for by resolution of the shareholders
or if a quorum shall not be present, the members of such board may meet at
such time and place as shall be consented to in writing by a majority of
the newly elected directors, provided that written or printed notice of
such meeting shall be mailed, sent by telegram or delivered to each of the
other directors in the same manner as provided in paragraph 16 of these
bylaws with respect to the giving of notice for special meetings of the
board except that it shall not be necessary to state the purpose of the
meeting in such notice, or (iii) regardless of whether or not the time and
place of such meeting shall be suggested or provided for by resolution of
the shareholders at the annual meeting, the members of such board may meet
at such time and place as shall be consented to in writing by all of the
newly elected directors.  Each director, upon his election, shall qualify
by accepting the office of director, and his attendance at, or his written
approval of the minutes of, any meeting of the newly elected directors
shall constitute his acceptance of such office; or he may execute such
acceptance by a separate writing, which shall be placed in the minute book.

      15.Regular Meetings - Notice.  Regular meetings of the board may be
held without notice at such times and places either within or without the
State of Missouri as shall from time to time be fixed by resolution adopted
by the full board of directors.  Any business may be transacted at a
regular meeting.

      16.Special Meetings - Notice.  Special meetings of the board may be
called at any time by the chairman of the board, the president, any vice
president or the secretary, or by any one or more of the directors.  The
place may be within or without the State of Missouri as designated in the
notice.

     Written or printed notice of each special meeting of the board,
stating the place, day and hour of the meeting and the purpose or purposes
thereof, shall be mailed to each director at least three (3) days before
the day on which the meeting is to be held, or shall be sent to him by
telegram, or be delivered, at least two (2) days before the day on which
the meeting is to be held.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon
addressed to the director at his residence or usual place of business.  If
notice be given by telegraph, such notice shall be deemed to be delivered
when the same is delivered to the telegraph company.  The notice may be
given by any officer having authority to call the meeting or by any
director.

     "Notice" and "call" with respect to such meetings shall be deemed to be
synonymous.

      17.Waiver of Notice.  Whenever any notice is required to be given to
any director under the provisions of these bylaws, or of the articles of
incorporation or of any law, a waiver thereof in writing signed by such
director, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

     To the extent provided by law, attendance of a director at any meeting
shall constitute a waiver of notice of such meeting.

      18.Quorum.  At all meetings of the board a majority of the full
board of directors shall, unless a greater number as to any particular
matter is required by the articles of incorporation or these bylaws,
constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a
quorum, except as may be otherwise specifically provided by statute, the
articles of incorporation, or these bylaws, shall be the act of the board
of directors.

      19.Vacancies.  If the office of any director becomes vacant by
reason of death or resignation, a majority of the survivors or remaining
directors, though less than a quorum, may fill the vacancy until a
successor shall have been duly elected at a shareholders' meeting.

      20.Action without a Meeting.  If all the directors severally or
collectively consent in writing to any election to be taken by the
directors, such consents shall have the same force and effect as a
unanimous vote of the directors at a meeting duly held.  The secretary
shall file such consents with the minutes of the meetings of the board of
directors.

      21.Indemnification of Directors and Officers.

     (a)  The Company shall indemnify 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 Company, by
reason of the fact that he is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another Company, partnership, joint
venture, trust or other enterprise, against expenses including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  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 interests of the
Company, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another Company,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company; except that no
indemnification shall be made in respect of 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 Company unless and only
to the extent that the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability and
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper.

     (c)  To the extent that a director, officer, employee or agent of
the Company or a person who is or was serving at the request of the Company
as a director, officer, employee or agent of another Company, partnership,
joint venture, trust or other enterprise has been successful on the merits
or otherwise in defence of any action, suit, or proceeding referred to in
paragraphs (a) and (b), or in defence of any claim, issue or matter
therein, he shall be indemnified against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
action, suit, or proceeding.

     (d)  Any indemnification under paragraphs (a) and (b), unless
ordered by a court, shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he has
met the applicable standards of conduct set forth in this Section.  The
determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit, or proceedings, or (2) 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 (3) by the shareholders.

     (e)  Expenses incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Company in advance of the final
disposition of such action, suit, or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee, or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this Section.

     (f)  The indemnification provided by this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any statute, bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefits of the heirs, executors,
and administrators of such a person.

     (g)  The Company may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another Company, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Section.

     (h)  For the purpose of this Section, references to "the Company"
include all constituent companies absorbed in consolidation or merger as
well as the resulting or surviving company so that any person who is or was
a director, officer, employee or agent of such a constituent company or is
or was serving at the request of such constituent company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise shall stand in the same position under the
provisions of this Section with respect to the resulting or surviving
company in the same capacity.

      22.Committees.  The Board of Directors may, by resolution or
resolutions adopted by a majority of the whole board of directors designate
one or more committees of the board of directors each such committee to
consist of two or more directors of the corporation and, to the extent
provided in said resolution or resolutions, to have and exercise all of the
authority of the Board of Directors in the management of the corporation;
provided, however, that the designation of any such committee and the
delegation thereof of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or
him by law.  

     The members of any such committee may take actions by written consents
in lieu of meetings and may participate in meetings by means of conference
telephone or similar communications equipment in the same manner as the
Board of Directors.  Each such committee shall keep regular minutes of its
proceedings, which minutes shall be recorded in the minute book of the
corporation.  The secretary or any assistant secretary of the corporation
may act as secretary for the committee if the committee so requests.

      23.Compensation of Directors and Committee Members. Directors and
members of all committees shall not receive any stated salary for their
services as such, but by resolution of the board, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or
special meeting of the board or committee; provided that nothing herein
contained shall be construed to preclude any director or committee member
from serving the corporation in any other capacity and receiving
compensation therefor.

                                  Officers

      24.(a) Officers - Who Shall Constitute. The officers of the
corporation shall be a president, one or more executive vice presidents,
senior vice presidents, and vice presidents, a secretary, a treasurer, one
or more assistant secretaries and one or more assistant treasurers and a
chairman of the board if elected or appointed as herein provided.  The
board of directors may at any regular or special meeting thereof, or by
unanimous consent elect or appoint a chairman of the board and thereafter
the powers and duties thereof shall be as elsewhere herein provided in
these bylaws.  The board shall elect or appoint a president and secretary
at its first meeting after each annual meeting of the shareholders.  The
board then, or from time to time, may also elect or appoint one or more of
the other prescribed officers as it shall deem advisable, but need not
elect or appoint any officers other than a president and a secretary.  The
board may, if it desires, further identify or describe any one or more of
such officers, including an identification as General Counsel, if such
officer shall be an attorney also acting in such capacity.

     The officers of the corporation need not be members of the board of
directors.  Any two or more offices may be held by the same person, except
the offices of president and secretary.

     An officer shall be deemed qualified when he enters upon the duties of
the office to which he has been elected or appointed and furnishes any bond
required by the board; but the board may also require of such person his
written acceptance and promise faithfully to discharge the duties of such
office.

     (b)  Term of Office. Each officer of the corporation shall hold
his office at the pleasure of the board of directors or for such other
period as the board may specify at the time of his election or appointment,
or until his death, resignation or removal by the board, whichever first
occurs.  In any event, the term of office of each officer of the
corporation holding his office at the pleasure of the board shall terminate
at the annual meeting of the board next succeeding his election or
appointment and at which any officer of the corporation is elected or
appointed, unless the board provides otherwise at the time of his election
or appointment.

     (c)  Other Agents.  The board from time to time may also appoint
such other agents for the corporation as it shall deem necessary or
advisable, each of whom shall serve at the pleasure of the board or for
such period as the board may specify, and shall exercise such powers, have
such titles and perform such duties as shall be determined from time to
time by the board or by an officer empowered by the board to make such
determinations.

      25.Removal. Any officer or agent elected or appointed by the board
of directors, and any employee, may be removed or discharged by the board
whenever in its judgment the best interests of the corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

      26.Salaries and Compensation.  Salaries and compensation of all
elected officers of the corporation shall be fixed, increased or decreased
by the board of directors, but this power, except as to the salary or
compensation of the chairman of the board and the president, may, unless
prohibited by law, be delegated by the board to the chairman of the board,
the president, or a committee.  Salaries and compensation of all appointed
officers and agents, and of all employees of the corporation, may be fixed,
increased or decreased by the board of directors, but until action is taken
with respect thereto by the board of directors, the same may be fixed,
increased or decreased by the chairman of the board or by such other
officer or officers as may be empowered by the board of the directors to do
so.

      27.Delegation of Authority to Hire, Discharge and Designate Duties. 
The board from time to time may delegate to the chairman of the board, the
president or other officer or executive employee of the corporation,
authority to hire, discharge and fix and modify the duties, salary or other
compensation of employees of the corporation under their jurisdiction, and
the board may delegate to such officer or executive employee similar
authority with respect to obtaining and retaining for the corporation the
services of attorneys, accountants and other experts.

      28.The Chairman of the Board.  If a chairman of the board be elected
or appointed, he shall, except as otherwise provided for in paragraph 6(c)
of these bylaws, preside at all meetings of the shareholders and directors
at which he may be present and shall have such other duties, powers and
authority as may be prescribed elsewhere in these bylaws.  The board of
directors may delegate such other authority and assign such additional
duties to the chairman of the board, other than those conferred by law
exclusively upon the president, as it may from time to time determine, and,
to the extent permissible by law, the board may designate the chairman of
the board as the chief executive officer of the corporation with all of the
powers otherwise conferred upon the president of the corporation under
paragraph 29 of these bylaws, or it may, from time to time, divide the
responsibilities, duties and authority for the general control and
management of the corporation's business and affairs between the chairman
of the board and the president.

      29.The President.  Unless the board otherwise provides, the
president shall be the chief executive officer of the corporation with such
     general executive powers and duties of supervision and management as
are usually vested in the office of the chief executive officer of a
corporation and he shall carry into effect all directions and resolutions
of the board.  Except as otherwise provided for in paragraph 6(c) of these
bylaws, the president, in the absence of the chairman of the board or if
there be no chairman of the board, shall preside at all meetings of the
shareholders and directors.

     The president may execute all bonds, notes, debentures, mortgages, and
other contracts requiring a seal, under the seal of the corporation and may
cause the seal to be affixed thereto, and all other instruments for and in
the name of the corporation.

     Unless the board otherwise provides, the president, or any person
designated in writing by him, may (i) attend meetings of shareholders of
other corporations to represent this corporation thereat and to vote or
take action with respect to the shares of any such corporation owned by
this corporation in such manner as he or his designee may determine, and
(ii) execute and deliver waivers of notice and proxies for and in the name
of the corporation with respect to any such shares owned by this
corporation.

     He shall, unless the board otherwise provides, be ex officio a member
of all standing committees.

     He shall have such other or further duties and authority as may be
prescribed elsewhere in these bylaws or from time to time by the board of
directors.

     If a chairman of the board be elected or appointed and designated as
the chief executive officer of the corporation, as provided in paragraph 28
of these bylaws, the president shall perform such duties as may be
specifically delegated to him by the board of directors and as are
conferred by law exclusively upon him, and in the absence, disability or
inability to act of the chairman of the board, the president shall perform
the duties and exercise the powers of the chairman of the board.

      30.Vice Presidents.  The vice presidents in the order of their
seniority, as determined by the board, shall, in the absence, disability or
inability to act of the president, perform the duties and exercise the
powers of the president, and shall perform such other duties as the board
of directors shall from time to time prescribe.

      31.The Secretary and Assistant Secretaries. The secretary shall
attend all sessions of the board and, except as otherwise provided for in
paragraph 6(c) of these bylaws, all meetings of the shareholders, and shall
record or cause to be recorded all votes taken and the minutes of all
proceedings in a minute book of the corporation to be kept for that
purpose.  He shall perform like duties for the executive and other standing
committees when requested by the board or any such committee to do so.

     He shall see that all books, records, lists and information, or
duplicates, required to be maintained at the registered or some office of
the corporation in Missouri, or elsewhere, are so maintained.

     He shall keep in safe custody the seal of the corporation, and when
duly authorized to do so shall affix the same to any instrument requiring
it, and when so affixed, he shall attest the same by his signature.

     He shall perform such other duties and have such other authority as
may be prescribed elsewhere in these bylaws or from time to time by the
board of directors or the chief executive officer of the corporation, under
whose direct supervision he shall be.

     He shall have the general duties, powers and responsibilities of a
secretary of a corporation.

     Any assistant secretary, in the absence, disability or inability to
act of the secretary, may perform the duties and exercise the powers of the
secretary, and shall perform such other duties and have such other
authority as the board of directors may from time to time prescribe.

      32.The Treasurer and Assistant Treasurers.  The treasurer shall have
responsibility for the safekeeping of the funds and securities of the
corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
keep, or cause to be kept, all other books of account and accounting
records of the corporation, He shall deposit or cause to be deposited 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 or by any officer of the corporation to whom such authority has
been granted by the board of directors.

     He shall disburse, or permit to be disbursed, the funds of the
corporation as may be ordered, or authorized generally, by the board, and
shall render to the chief executive officer of the corporation and the
directors whenever they may require it, an account of all his transactions
as treasurer and of those under his jurisdiction, and of the financial
condition of the corporation.

     He shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these bylaws
or from time to time by the board of directors.

     He shall have the general duties, powers and responsibility of a
treasurer of a corporation, and shall, unless otherwise provided by the
board, be the chief financial and accounting officer of the corporation.

     If required by the board, he shall give the corporation a bond in a
sum and with one or more sureties satisfactory to the board, for the
faithful performance of the duties of his office, and for the restoration
to the corporation, in the case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control which
belong to the corporation.

     Any assistant treasurer, in the absence, disability or inability to
act of the treasurer, may perform the duties and exercise the powers of the
treasurer, and shall perform such other duties and have such other
authority as the board of directors may from time to time prescribe.

      33.Duties of Officers may be Delegated.  If any officer of the
corporation be absent or unable to act, or for any other reason that the
board may deem sufficient, the board may delegate, for the time being, some
or all of the functions, duties, powers and responsibilities of any officer
to any other officer, or to any other agent or employee of the corporation
or other responsible person, provided a majority of the whole board of
directors concurs therein.

                               Shares of Stock

      34.Payment for Shares of Stock.  The corporation shall not issue
shares of stock except for money paid, labor done or property actually
received; provided, however, that shares may be issued in consideration of
valid bona fide antecedent debts, No note or obligation given by any
shareholder, whether secured by deed of trust, mortgage or otherwise, shall
be considered as payment of any part of any share or shares.

      35.Certificates for Shares of Stock.  The certificates for shares of
stock of this Corporation shall be numbered, shall be in such form as may
be prescribed by the board of directors in conformity with law, and shall
be entered in the stock books of this Corporation as they are issued.  Such
entries shall show the name and address of the person, firm, partnership,
corporation or association to whom each certificate is issued.  Each
certificate shall have printed, typed or written thereon the name of the
person, firm, partnership, corporation or association to whom it is issued
and the number of shares represented thereby.  It shall be signed by the
chairman of the board, president or a vice president and the secretary or
an assistant secretary of the treasurer or an assistant treasurer of this
Corporation, and sealed with the seal of this Corporation, which seal may
be facsimile, engraved or printed.  If this Corporation has a transfer
agent or a transfer clerk who signs such certificates, the signatures of
any of the other officers above-mentioned may be facsimiles, 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.

      36.Transfers of Shares -- Transfer Agent -- Registrar.  Transfers of
shares of stock shall be made on the stock record or transfer books of the
corporation only by the person named in the stock certificate, or by his
attorney lawfully constituted in writing, and upon surrender of the
certificate therefor.  The stock record book and other transfer records
shall be in the possession of the secretary or of a transfer agent or
transfer clerk for the corporation.  The corporation, by resolution of the
board, may from time to time appoint a transfer agent or transfer clerk,
and, if desired, a registrar, under such arrangements and upon such terms
and conditions as the board deems advisable, but until and unless the board
appoints some other person, firm or corporation as its transfer agent or
transfer clerk (and upon the revocation of any such appointment, thereafter
until a new appointment is similarly made) the secretary of the corporation
shall be the transfer agent or transfer clerk of the corporation without
the necessity of any formal action of the board, and the secretary, or any
person designated by him, shall perform all of the duties thereof.

      37.Closing of Transfer Books.  The board of directors shall have
power to close the stock transfer books of the corporation for a period not
exceeding fifty days preceding the date of any meeting of the shareholders,
or the date of payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares
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 days preceding the date of any meeting of
shareholders, 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 shares shall go into effect, as a record date for the
determination of the shareholders 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 entitled to any such allotment of rights,
or entitled to exercise the rights in respect of any such change,
conversion or exchange of shares.  In such case such shareholders and only
such shareholders as shall be shareholders of record on the date of closing
of the transfer books or on the record 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 shares on the books of the corporation after such date of
closing of the transfer books, or such record date fixed as aforesaid.

      38.Lost or Destroyed Certificates.  In case of the loss or
destruction of any certificate for shares of stock of the corporation,
another may be issued in its place upon proof of such loss or destruction
and upon the given of a satisfactory bond of indemnity to the corporation
and the transfer agent and registrar of such stock, if any, in such sum as
the board of directors may provide; provided, however, that a new
certificate may be issued without requiring a bond when in the judgment of
the board it is proper so to do.

      39.Regulations.  The board of directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates
for shares of stock of the corporation, not inconsistent with the laws of
Missouri, the articles of incorporation or these bylaws.

                                   General

      40.Fixing of Capital -- Transfers of Surplus.  Except as may be
specifically otherwise provided in the articles of incorporation, the board
of directors is expressly empowered to exercise all authority conferred
upon it or the corporation by any law or statute, and in conformity
therewith, relative to  

      (i)the determination of what part of the consideration received
     for shares of the corporation shall be stated capital.

      (ii)increasing stated capital.

      (iii)transferring surplus to stated capital.

      (iv)the consideration to be received by the corporation for its
     shares, and

      (v)all similar to related matters; provided that any concurrent
     action or consent by or of the corporation and its shareholders
     required to be taken or given pursuant to law, shall be duly taken or
     given in connection therewith.

      41.Dividends.  Dividends upon the outstanding shares of the
corporation, subject to the provisions of the articles of incorporation and
of any applicable law, may be declared by the board of directors at any
meeting.  Dividends may be paid in cash, in property, or in shares of the
corporation's stock.

     Liquidating dividends or dividends representing a distribution of
paid-in surplus or a return of capital shall be made only when and in the
manner permitted by law.

      42.Creation of Reserves.  Before the payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the board of directors from time to time deem
proper as a reserve fund or funds to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation,
or for any other purpose deemed by the board to be conducive to the
interests of the corporation, and the board may abolish any such reserve in
the manner in which it was created.

      43.Loans to Shareholders Prohibited.  The corporation shall not loan
money to any shareholder of the corporation.

      44.Checks.  All checks and similar instruments for the payment of
money shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.  If no
such designation is made, and unless and until the board otherwise
provides, the chairman of the board or president and secretary or the
chairman of the board or president and treasurer, shall have power to sign
all such instruments for, on behalf and in the name of the corporation
which are executed or made in the ordinary course of the corporation's
business.

      45.Fiscal Year.  The board of directors shall have power to fix and
from time to time change the fiscal year of the corporation.  In the
absence of action by the board of directors, however, the fiscal year of
the corporation shall end each year on the date which the corporation
treated as the close of its first fiscal year, until such time, if any, as
the fiscal year shall be changed by the board of directors.

      46.Directors' Annual Statement.  The board of directors may present
at each annual meeting, and when called for by vote of the shareholders
shall present to any annual or special meeting of the shareholders, a full
and clear statement of the business and condition of the corporation.

      47.Facsimile Signatures.  In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer of the corporation may be used whenever
authorized in writing by said officer and approved by the Board of
Directors or a committee thereof.

      48.Amendments.  The bylaws of the corporation may from time to time
be suspended, repealed, amended or altered, or new bylaws may be adopted,
in the manner provided in the articles of incorporation.

