Exhibit 3.2

 

                                BYLAWS

                                  OF

                       FLEMING COMPANIES, INC.

 

 

                              ARTICLE I

 

                               Offices

 

Section 1.1.  Principal Office.  The principal office of Fleming

Companies, Inc. (the "Corporation") shall be located at 6301 Waterford

Boulevard, Oklahoma City, Oklahoma.

 

Section 1.2.  Other Offices.  The Corporation may also have offices at

such other places both within or without the State of Oklahoma as the

Board of Directors may from time to time determine.

 

 

                              ARTICLE II

 

                       Meetings of Shareholders

 

Section 2.1.  Annual Meeting.  The annual meeting of the shareholders

shall be held on a date designated by the Board of Directors, which

shall be within six months next following the end of the fiscal year of

the Corporation, for the purpose of electing directors and for the

transaction of such other business as may come before the meeting.

 

Section 2.2.  Special Meetings.  Except as otherwise prescribed by

statute, special meetings of the shareholders for any purpose, may be

called by the Chairman and shall be called by the Secretary at the

request in writing of a majority of the Board of Directors.  Business

transacted at any special meeting shall be limited to the general

objects stated in the call.

 

Section 2.3.  Place of Meeting.  Each annual meeting of the

shareholders for the election of directors shall be held at the

principal office of the Corporation in Oklahoma City, Oklahoma unless

the Board of Directors shall by resolution, adopted at least 60 days

prior to the date of such meeting, designate any other place, within or

without the State of Oklahoma, as the place of such meeting.  Meetings

of shareholders for any other purpose may be held at such place, within

or without the State of Oklahoma, and at such time as shall be

determined by the Board of Directors or the Chairman, such time to be

stated in the notice of the meeting or in a duly executed waiver of

notice thereof.

 

Section 2.4.  Notice of Meeting.  Written or printed notice stating the

place and time of each annual or special meeting of the shareholders

entitled to vote and, in the case of a special meeting, the purpose or

purposes for which the meeting is called, shall be given not less than

10 days nor more than 60 days before the date of the meeting.  (See

also Article IV).

 

Section 2.5.  Shareholder List.  A share ledger in which the names of

the shareholders are arranged alphabetically by classes of shares, if

any, shall be maintained and open for inspection during ordinary

business hours, for a period of at least 10 days prior to the meeting,

either at the place within the city where the meeting is to be held,

which place shall be specified on the notice of the meeting. or if not

so specified, at the place where the meeting is to be held.  The list

shall also be available at the time and place of the meeting, during

the whole time of the meeting, and may be inspected by any shareholder

who is present.  Such access to the shareholder list shall be

restricted to those shareholders whose purpose in viewing the list is

germane to the meeting.

 

Section 2.6.  Quorum.  The holders of voting stock of the Corporation

having a majority of the voting power thereat, present in person or

represented by proxy, shall be requisite for, and shall constitute, a

quorum at all meetings of the shareholders of the Corporation for the

transaction of business, except as otherwise provided by statute or the

Corporation's Certificate of Incorporation or these Bylaws.

 

Section 2.7.  Proxies.  At every meeting of the shareholders, each

shareholder having the right to vote thereat shall be entitled to vote

in person or by proxy.  Such proxy shall be appointed by an instrument

in writing subscribed by such shareholder and bearing a date not more

than  three years prior to such meeting, unless such proxy provides for

a longer period; and it shall be filed with the Secretary of the

Corporation before, or at the time of, the meeting.

 

Section 2.8.  Voting.  At every meeting of shareholders, except as

otherwise provided by law, each shareholder shall be entitled to one

vote for each share of stock of the Corporation entitled to vote

thereat and registered in the name of such shareholder on the books of

the Corporation on the pertinent record date.  When a quorum is present

at any meeting of the shareholders, the vote of the holders of a

majority of the stock having voting power present in person or

represented by proxy shall decide any question brought before such

meeting, unless the question is one upon which, due to a provision of

the statutes or the Corporation's Certificate of Incorporation or these

Bylaws, a different vote is required, in which case such provision

shall govern and control the decision at such question.

 

Section 2.9.  Record Date.  (a)  In order that the Corporation may

determine the shareholders entitled to notice of or to vote at any

meeting of shareholders or any adjournment thereof, or entitled to

receive payment of any dividend or other distribution or allotment or

any rights, or entitled to exercise any rights in respect of any

change, conversion or exchange of stock or for the purpose of any other

lawful action other than shareholder action by written consent, the

Board of Directors may fix a record date, which shall not precede the

date such record date is fixed and shall not be more than 60 nor less

than 10 days before the date of such meeting, nor more than 60 days

prior to any such other action.  If no record date is fixed, the record

date for determining shareholders entitled to notice of or to vote at

a meeting of shareholders shall be at the close of business on the day

next preceding the day on which notice is given.  The record date for

any other purpose other than shareholder action by written consent

shall be at the close of business on the day on which the Board of

Directors adopts the resolution relating thereto.  A determination of

shareholders of record entitled to notice of or to vote at a meeting of

shareholders shall apply to any adjournment of the meeting; provided,

however, that the Board of Directors may fix a new record date for the

adjourned meeting.

 

    (b)  In order that the Corporation may determine the shareholders

entitled to consent to corporate action in writing without a meeting,

the Board of Directors may fix a record date, which record date shall

not precede the date upon which the resolution fixing the record date

is adopted by the Board of Directors, and which date shall not be more

than 10 days after the date upon which the resolution fixing the record

date is adopted by the Board of Directors.  Any shareholder of record

seeking to have the shareholders authorize or take corporate action by

written consent shall, by written notice to the Secretary, request the

Board of Directors to fix a record date.  The Board of Directors shall

promptly, but in all events within 10 days after the date on which such

a request is received, adopt a resolution fixing the record date.  If

no record date has been fixed by the Board of Directors within 10 days

of the date on which such a request is received, the record date for

determining shareholders entitled to consent to corporate action in

writing without a meeting, when no prior action by the Board of

Directors is required by applicable law, shall be the first date on

which a signed written consent setting forth the action taken or

proposed to be taken is delivered to the Corporation by delivery to its

registered office in the State of Oklahoma, its principal place of

business, or any officer or agent of the corporation having custody of

the book in which proceedings of meetings of shareholders are recorded.

Delivery made to the Corporation's registered office shall be by hand

or by certified or registered mail, return receipt requested.  If no

record date has been fixed by the Board of Directors and prior action

by the Board of Directors is required by applicable law, the record

date for determining shareholders entitled to consent to corporate

action in writing without a meeting shall be at the close of business

on the date on which the Board of Directors adopts the resolution

taking such prior action.

 

Section 2.10.  Nominations of Directors.  Only persons who are

nominated in accordance with the procedures set forth in the Bylaws

shall be eligible to serve as directors.  Nominations of persons for

election to the Board of Directors of the Corporation may be made at a

meeting of shareholders (a) by or at the direction of the Board of

Directors or (b) by any shareholder of the Corporation who is a

shareholder of record at the time of giving of notice provided for in

this Section 2.10, who shall be entitled to vote for the election of

directors at the meeting and who complies with the notice procedures

set forth in this Section 2.10.  Such nominations, other than those

made by or at the direction of the Board of Directors, shall be made

pursuant to timely notice in writing to the Secretary of the

Corporation.  To be timely, a shareholder's notice shall be delivered

to or mailed and received at the principal executive offices of the

Corporation not less than 60 days nor more than 90 days prior to the

meeting; provided, however, that in the event that less than 70 days'

notice or prior public disclosure of the date of the meeting is given

or made to shareholders, notice by the shareholder to be timely must be

so received not later than the close of business on the 10th day

following the day on which such notice of the date of the meeting or

such public disclosure was made.  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, or is otherwise required, in each

case pursuant to Regulation 14A under the Securities Exchange Act of

1934, as amended (including such person's written consent to being

named in the proxy statement as a nominee and to serving as a director

if elected); and (b) as to the shareholder giving the notice (i) the

name and address, as they appear on the Corporation's books, of such

shareholder and (ii) the class and number of shares of the Corporation

which are beneficially owned by such shareholder.  At the request of

the Board of Directors, any person nominated by the Board of Directors

for election as a director shall furnish to the Secretary of the

Corporation that information required to be set forth in a

shareholder's notice of nomination which pertains to the nominee.  No

person shall be eligible to serve as a director of the Corporation

unless nominated in accordance with the procedures set forth in this

Section 2.10.  The Chairman of the meeting shall, if the facts warrant,

determine and declare to the meeting that a nomination was not made in

accordance with the procedures prescribed by the Bylaws, and if he

should so determine, he shall so declare to the meeting and the

defective nomination shall be disregarded.  Notwithstanding the

foregoing provisions of this Section 2.10, a shareholder shall also

comply with all applicable requirements of the Securities Exchange Act

of 1934, as amended, and the rules and regulations thereunder with

respect to the matters set forth in this Section.

 

Section 2.11.  Business.  At any meeting of the shareholders, only such

business shall be conducted as shall have been brought before the

meeting (a) by or at the direction of the Board of Directors or (b) by

any shareholder of the Corporation who is a shareholder of record at

the time of giving of the notice provided for in this Section 2.11, who

shall be entitled to vote at such meeting and who complies with the

notice procedures set forth in this section 2.11.  For business to be

properly brought before a shareholder meeting by a shareholder, the

shareholder must have given timely notice thereof in writing to the

Secretary of the Corporation.  To be timely, a shareholder's notice

must be delivered to or mailed and received at the principal executive

offices of the Corporation not less than 60 days nor more than 90 days

prior to the meeting; provided, however, that in the event that less

than 70 days' notice or prior public disclosure of the date of the

meeting is given or made to shareholders, notice by the shareholder to

be timely must be received no later than the close of business on the

10th day following the day on which such notice of the date of the

meeting was mailed or such public disclosure was made.  A shareholder's

notice to the Secretary shall set forth as to each matter the

shareholder proposes to bring before the meeting (a) a brief

description of the business desired to be brought before the meeting

and the reasons for conducting such business at the meeting, (b) the

name and address, as they appear on the Corporation's books, of the

shareholder proposing such business, (c) the class and number of shares

of the Corporation which are beneficially owned by the shareholder and

(d) any material interest of the shareholder in such business.

Notwithstanding anything in the Bylaws to the contrary, no business

shall be conducted at a shareholder meeting except in accordance with

the procedures set forth in this Section 2.11.  The Chairman of the

meeting shall, if the facts warrant, determine and declare to the

meeting that business was not properly brought before the meeting and

in accordance with the provisions of the Bylaws, and if he should so

determine, he shall so declare to the meeting and any such business not

properly brought before the meeting shall not be transacted.

Notwithstanding the foregoing provisions of this Section 2.11, a

shareholder shall also comply with all applicable requirements of the

Securities Exchange Act of 1934, as amended, and the rules and

regulations thereunder with respect to the matters set forth in this

Section.

 

                             ARTICLE III

 

                              Directors

 

Section 3.1.  Number and Election.  The property and business of the

Corporation shall be managed by its Board of Directors.  The number of

directors which shall constitute the whole Board shall be not more than

20 and not less than three.  The Board of Directors shall from time to

time by a vote of a majority of the directors then in office fix within

the maximum and minimum the number of directors to constitute the

Board.  Except as provided in Section 3.2 of these Bylaws, the

directors shall be elected at the annual meeting of shareholders, or at

any adjournment thereof, and each director shall be elected and shall

hold office in the manner provided by Article Eight of the Restated

Certificate of Incorporation.  Directors need not be shareholders of

the Corporation.

 

Section 3.2.  Resignations and Vacancies.  Any director may resign at

any time by giving written notice to the Chairman or Secretary of the

Corporation.  Any such resignation shall take effect at the date of the

receipt of such notice or at any later time specified therein; and,

unless otherwise specified therein, the acceptance of such resignation

shall not be necessary to make it effective.  Vacancies created on the

Board of Directors shall be filled in accordance with the procedure set

forth in Article Eight of the Restated Certificate of Incorporation.

 

Section 3.3.  Place of Meetings.  Meetings of the Board of Directors

may be held at such place or places, within or without the State of

Oklahoma, as may be designated by the person or persons calling such

meetings.

 

Section 3.4.  Annual Meeting.  A meeting of the Board of Directors, to

be known as the annual meeting, shall be held following and on the same

day as the meeting of shareholders at which such Board of Directors is

elected.  This meeting shall be held for the purpose of electing the

officers of the Corporation and for transacting any other business that

may properly come before the meeting.  No notice of this annual meeting

other than these Bylaws shall be necessary in order to legally

constitute the meeting, provided a quorum shall be present.

 

Section 3.5.  Regular Meetings.  Regular meetings of the Board of

Directors shall be held at such times as the Chairman or the Board of

Directors may from time to time determine.

 

Section 3.6.  Special Meetings.  Special meetings of the Board of

Directors may be called by the Chairman and shall be called by the

Secretary at the request of any two directors, to be held at such time

and place, either within or without the State of Oklahoma, as shall be

designated by the call and specified in the notice of such meeting; and

notice thereof shall be given as provided in Section 3.7 of these

Bylaws.

 

Section 3.7.  Notice.  Except as otherwise prescribed by statute,

written notice of the time and place of each regular or special meeting

of the Board of Directors shall be given at least two days prior to the

time of holding the meeting.  Any director may waive notice of any

meeting.  The attendance of a director at any meeting shall constitute

a waiver of notice of such meeting, except where a director expressly

objects to the transaction of any business because the meeting is not

lawfully called or convened and such objection is made prior to the

transaction of such business.  Neither the business to be transacted

at, nor the purpose of, any special meeting of the Board of Directors

need be specified in any notice, or waiver of notice, of such special

meeting except that notice shall be given of any proposed amendment by

these Bylaws or with respect to any other matter where notice is

required by statute.  (See also Article IV).

 

Section 3.8.  Quorum.  At each meeting of the Board of Directors, the

presence of not less than a majority of the whole board shall be

necessary and sufficient to 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 shall be the act of the Board of

Directors, except as may be otherwise specifically provided by statute

or the Corporation's Certificate of Incorporation or these Bylaws.  If

a quorum shall not be present at any meeting of directors, the

directors present thereat may adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum

shall be present.

 

Section 3.9.  Committees of Directors.  The Board of Directors may, by

resolution passed by a majority of the whole board, designate one or

more committees, each committee to consist of two or more directors of

the Corporation, which, to the extent provided in the resolution, shall

have and may exercise the powers of the Board of Directors in the

management of the business or affairs of the Corporation and may

authorize the seal of the Corporation to be affixed to all papers which

may require it.  Such committee or committees shall have such name or

names as may be determined from time to time by resolution adopted by

the Board of Directors.  The Board of Directors may designate one or

more directors as alternate members of any such committee, who may

replace any absent or disqualified member thereof.  Each committee

shall keep regular minutes of its meetings and report the same to the

Board of Directors when required by the Board.

 

Section 3.10.  Fees and Compensation of Directors.  Directors may

receive stated salary for their services as such; or, by resolution of

the Board of Directors, a fixed fee, with or without expenses of

attendance, may be allowed for attendance at each regular or special

meeting of the Board.  Members of the board shall be allowed their

reasonable traveling expenses when actually engaged in the business of

the Corporation, to be audited and allowed as in other cases of demands

against the Corporation.  Members of standing or special committees may

be allowed like fees and expenses for attending committee meetings.

Nothing herein contained shall be construed to preclude any director

from serving the Corporation in any other capacity and receiving

compensation therefor.

 

Section 3.11.  Action Without a Meeting.  Any action which might be

taken at a meeting of the Board of Directors may be taken without a

meeting if a record or memorandum thereof be made in writing and signed

by all the members of the board, and such writing is filed with the

minutes of the proceedings of the board.

 

 

                              ARTICLE IV

 

                               Notices

 

Section 4.1.  Manner of Notice.  Whenever under the provisions of the

statutes or the Corporation's Certificate of Incorporation or these

Bylaws notice is required to be given to any director, member of any

committee designated by the Board of Directors pursuant to authority

conferred by Section 3.9 of these Bylaws, or shareholder, it shall be

given in writing by depositing it, in a sealed envelope, in the mails,

postage prepaid, addressed (or by delivering it to a telegraph company,

charges prepaid, for transmission) to such director, member or

shareholder either at the address of such director, member or

shareholder as it appears on the books of the Corporation or, in the

case of such a director or member, at his business address; and such

notice shall be deemed to be given at the time when it is thus

deposited in the mails (or delivered to the telegraph company).

 

Section 4.2.  Waiver of Notice.  Whenever any notice is required to be

given under the provisions of the statutes or the Corporation's

Certificate of Incorporation or these Bylaws, a waiver thereof in

writing signed by the person or persons entitled to said notice,

whether before or after the time stated therein, shall be deemed

equivalent thereto.  Any shareholder or director who attends any

meeting, annual, regular or special, shall be conclusively presumed to

have waived notice thereof, except where such shareholder or director

expressly objects to the transaction of any business because the

meeting is not lawfully called or convened and such objection is made

prior to the transaction of such business.

 

 

                              ARTICLE V

 

                               Officers

 

Section 5.1.  Officers and Official Positions.  The Board of Directors

may elect a Chairman of the Board.  The office of Chairman of the Board

may be named Chairman if so designated by the Board of Directors.  The

Board may elect a President, one or more Vice Presidents, a Secretary,

a Treasurer, a Controller, such Assistant Secretaries, Assistant

Treasurers, and Assistant Controllers and such other officers as the

Board of Directors shall determine.  Any two or more offices may be

held by the same person.   None of the officers need be a director or

a shareholder of the Corporation or a resident of the State of

Oklahoma.

 

Section 5.2.  Election and Term of Office.  The officers of the

Corporation shall be elected annually by the Board of Directors at the

annual meeting of the Board.  If the election of officers shall not be

held at such meeting of the board, such election shall be held at a

regular or special meeting of the Board of Directors as soon thereafter

as may be convenient.  Each officer shall hold office until a successor

is chosen and qualified or until death, or until such officer shall

resign, or shall have been removed in the manner hereinafter provided.

 

Section 5.3.  Removal and Resignation.  Any officer may be removed,

either with or without cause, by a majority of the directors at the

time in office at any regular or special meeting of the Board; but such

removal shall be without prejudice to the contract rights, if any, of

such person so removed.  Any officer may resign at any time by giving

written notice to the Chairman or Secretary of the Corporation.  Any

such resignation shall take effect at the date of the receipt of such

notice or at any later time specified therein; and, unless otherwise

specified therein, the acceptance of such resignation shall not be

necessary to make it effective.

 

Section 5.4.  Vacancies.  A vacancy in any office because of death,

resignation, removal, or any other cause may be filled for the

unexpired portion of the term by the Board of Directors at any regular

or special meeting of the Board.

 

Section 5.5.  Chief Executive Officer.  If the Board of Directors has

elected a Chairman, it may designate the Chairman as the Chief

Executive Officer of the Corporation.  If no Chairman has been elected,

or in the Chairman's absence or inability to act or if no such

designation has been made by the Board of Directors, the President or

such other designee as the Board of Directors shall determine shall act

as the Chief Executive Officer of the Corporation.  The Chief Executive

Officer shall (i) have the overall supervision of the business of the

Corporation and shall direct the affairs and policies of the

Corporation, subject to any directions which may be given by the Board

of Directors, (ii) shall have authority to delegate special powers and

duties to specified officers, so long as such designations shall not be

inconsistent with the statutes or the Corporation's Certificate of

Incorporation or these Bylaws or action of the Board of Directors and

(iii) shall in general have all other powers and shall perform all

other duties incident to the chief executive officer of a corporation

and such other powers and duties as may be prescribed by the Board of

Directors from time to time.

 

The Chairman, if one has been elected, shall preside at all meetings of

the shareholders, and of the Board of Directors.  The Chairman may sign

with the Secretary or an Assistant Secretary, certificates for shares

of stock of the Corporation, the issuance of which shall have been duly

authorized by the Board of Directors.

 

Section 5.6.  President.  (a)  If the Board of Directors has elected a

Chairman and designated such officer as the Chief Executive Officer of

the Corporation, the President shall be subject to the control of the

Board of Directors and the Chairman, and shall have such powers and

perform such duties as from time to time may be assigned by the Board

of Directors or the Chairman.

 

    (b)  If the Board of Directors has not elected a Chairman, or, if

one has been elected and has not been designated the Chief Executive

Officer of the Corporation, then the President or such other person as

may be designated by the Board of Directors shall be the Chief

Executive Officer of the Corporation with the powers and duties

provided in Section 5.5 of these Bylaws.

 

    (c)  In any event, the President shall have power to execute, and

shall execute, deeds, mortgages, bonds, contracts or other instruments

of the corporation except where required or permitted by law to be

otherwise signed and executed and except where the signing and

execution thereof shall be expressly delegated by the Board of

Directors to some other officer or agent of the Corporation.  The

President may sign with the Secretary or an Assistant Secretary,

certificates for shares of stock of the Corporation, the issuance of

which shall have been duly authorized by the Board of Directors, and

shall vote, or give a proxy to any other person to vote, all shares of

stock of any other corporation standing in the name of the Corporation.

 

Section 5.7.  Vice Presidents.  In the absence of the President, or in

the event of his inability or refusal to act, the Vice President

designated by the Board of Directors or the Chief Executive Officer,

shall perform all duties of the President and, when so acting, shall

have all the powers of, and be subject to all the restrictions upon,

the President.  The Vice Presidents shall have such other powers and

perform such other duties, not inconsistent with the statutes or the

Corporation's Certificate of Incorporation or these Bylaws or action of

the Board of Directors, as from time to time may be prescribed for

them, respectively, by the Chief Executive Officer.  The Board of

Directors may, from time to time, designate certain of the Vice

Presidents as Executive Vice Presidents, Senior Vice Presidents, Vice

Presidents, Assistant Vice Presidents or such other designation as the

Board of Directors deems appropriate.  The duties and areas of

responsibility of the various Vice Presidents shall be determined by

the Chairman and the Board of Directors, to the extent not inconsistent

with applicable statutes or these Bylaws.

 

Section 5.8.  Secretary.  The Secretary shall:  (a) keep the minutes of

the meetings of the shareholders, the Board of Directors and committees

of directors, in one or more books provided for that purpose;  (b) see

that all notices are duly given in accordance with the provisions of

these Bylaws or as required by law;  (c) have charge of the corporate

records and of the seal of the Corporation;  (d) affix the seal of the

Corporation or a facsimile thereof, or cause it to be affixed, to all

certificates for shares prior to the issuance thereof and to all

documents the execution of which on behalf of the Corporation under its

seal is duly authorized by the Board of Directors or otherwise in

accordance with the provisions of these Bylaws;  (e) keep a register of

the post office address of each shareholder, director and committee

member, which shall from time to time be furnished to the Secretary by

such shareholder, director or member;  (f) sign with the Chairman or

President certificates for shares of stock of the Corporation, the

issuance of which shall have been duly authorized by resolution of the

Board of Directors;  (g) have general charge of the stock transfer

books of the Corporation; and (h) in general, perform all duties

incident to the office of Secretary and such other duties as from time

to time may be assigned by the Chairman, the President or by the Board

of Directors.  The Secretary may delegate such details of the

performance of duties of the office of Secretary as may be appropriate

in the exercise of reasonable care to one or more persons, but shall

not thereby be relieved of responsibility for the performance of such

duties.

 

Section 5.9.  Chief Financial Officer.  The Chief Financial Officer

shall be a Vice President, elected and designated as Chief Financial

Officer, who shall:  (a) be responsible to the Board of Directors for

the receipt, custody and disbursement of all funds and securities of

the Corporation; (b) receive and give receipts for moneys due and

payable to the Corporation from any source whatsoever and deposit all

such moneys in the name of the Corporation in such banks, trust

companies or other depositories as shall from time to time be selected

in accordance with the provisions of Section 6.4 of these Bylaws;  (c)

disburse the funds of the Corporation as ordered by the Board of

Directors or the Chief Executive Officer or as required in the ordinary

conduct of the business of the Corporation;  (d) render to the Chief

Executive Officer or the Board of Directors, upon request, an account

of all transactions as Chief Financial Officer and on the financial

condition of the Corporation; and (e) in general, perform all the

duties incident to the office of Chief Financial Officer and such other

duties as from time to time may be assigned by the Chairman, the

President, the Board of Directors or these Bylaws.  In the event there

be no Chief Financial Officer, the Board of Directors may designate any

officer to perform the duties of the Chief Financial Officer.

 

Section 5.10.  Treasurer.  The Treasurer shall have such duties and

responsibilities as may, from time to time, be designated by the Board

of Directors, the Chairman and the Chief Financial Officer.

 

Section 5.11.  Controller.  The Controller shall be the chief

accounting officer of the Corporation, and shall be responsible to the

Board of Directors and the Chief Financial Officer for internal

accounting and control of the books and records of the Corporation.

Such responsibility includes preparation of all financial reports, tax

returns and such other duties as may be assigned by the Board of

Directors or the Chief Financial Officer.

 

 

                              ARTICLE VI

 

              Contracts, Borrowings, Checks and Deposits

 

Section 6.1.  Contracts and Other Instruments.  The Board of Directors

may authorize any officer or officers, agent or agents, to enter into

any contract or execute and deliver any instrument in the name of and

on behalf of the Corporation, and such authority may be general or

confined to specific instances.

 

Section 6.2.  Borrowings.  No borrowings shall be contracted on behalf

of the corporation, or any division thereof, and no evidence of

indebtedness shall be issued in the name of the Corporation, unless

authorized by a resolution of the Board of Directors.  Such authority

may be general or confined to specific instances.

 

Section 6.3.  Checks, Drafts, etc.  All checks, demands, drafts or

other orders for the payment of money, notes or other evidences of

indebtedness issued in the name of the Corporation, shall be signed by

such officer or officers, agent or agents of the Corporation, and in

such manner, as shall from time to time be determined by the Board of

Directors.

 

Section 6.4.  Deposits.  All funds of the Corporation, not otherwise

employed shall be deposited from time to time to the credit of the

Corporation in such banks, trust companies or other depositories as the

Chief Financial Officer or Treasurer may select.

 

Section 6.5.  Investments.  The Board of Directors may authorize any

officer or officers, agent or agents of the Corporation, to invest the

funds of the Corporation in obligations of the Federal government or

any agency thereof or of any state government or any agency thereof,

commercial paper, real estate, equity securities or debt obligations of

any other corporation and such other investments as the Board of

Directors may approve, and such authority may be general or confined to

specific instances.

 

 

                             ARTICLE VII

 

               Certificates of Stock and Their Transfer

 

Section 7.1.  Certificates of Stock.  The certificates of stock of the

Corporation shall be in such form as may be determined by the Board of

Directors, shall be numbered and shall be entered in the books of the

Corporation as they are issued.  They shall exhibit the name of the

Corporation, the state of incorporation, the name of the registered

holder, the number of shares and the par value thereof and shall be

signed by the Chairman or President and by the Secretary or an

Assistant Secretary.  The signature of any such officer may be

facsimile.  In case any such officer who shall have signed or whose

facsimile signature has thus been used on any such certificate shall

cease to be such officer, whether because of death, resignation or

otherwise, before such certificate has been delivered by the

Corporation, such certificate may nevertheless be delivered by the

Corporation, as though the person whose facsimile signature has been

used thereon had not ceased to be such officer.  All certificates

properly surrendered to the Corporation for transfer shall be cancelled

and no new certificate shall be issued to evidence transferred shares

until the former certificate for at least a like number of shares shall

have been surrendered and cancelled and the Corporation reimbursed for

any applicable taxes on the transfer, except that in the case of a

lost, destroyed or mutilated certificate a new one may be issued

therefor upon such terms, and with such indemnity (if any) to the

Corporation, as the Board of Directors may prescribe specifically or in

general terms or by delegation to a transfer agent for the Corporation.

(See Section 7.2.)

 

Section 7.2.  Lost or Destroyed Certificates.  The Board of Directors

in individual cases, or by general resolution or by delegation to a

transfer agent, may direct a new certificate or certificates to be

issued in place of any certificate or certificates theretofore issued

by the Corporation alleged to have been lost or destroyed, upon the

making of an affidavit of that fact by the person claiming the

certificate of stock to be lost or destroyed.  When authorizing such

issue of a new certificate or certificates, the Board of Directors may,

in its discretion and as a condition precedent to the issuance thereof,

require the owner of such lost or destroyed certificates, or his legal

representative, to advertise the same in such manner as it shall

require and/or give the Corporation a bond in such sum as it may direct

as indemnity against any claim that may be made against the Corporation

with respect to the certificate alleged to have been lost or destroyed.

 

Section 7.3.  Transfers of Stock.  Upon surrender to the Corporation or

the transfer agent of the Corporation of a certificate for shares duly

endorsed or accompanied by proper evidence of succession, assignment or

authority to transfer, and upon payment of applicable taxes with

respect to such transfer, it shall be the duty of the Corporation,

subject to such rules and regulations as the Board of Directors may

from time to time deem advisable concerning the transfer and

registration of certificates for shares of stock of the Corporation, to

issue a new certificate to the person entitled thereto, cancel the old

certificate and record the transaction upon its books.  Transfers of

shares shall be made only on the books of the Corporation on behalf of

the registered holder thereof or by his attorney or successor duly

authorized as evidenced by documents filed with the Secretary or

transfer agent of the Corporation.

 

Section 7.4.  Stockholders of Record.  The Corporation shall be

entitled to treat the holder of record of any share or shares of stock

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 notwithstanding any express or other notice thereof, except as

otherwise provided by the laws of Oklahoma.

 

 

                             ARTICLE VIII

 

                          General Provisions

 

Section 8.1.  Fiscal Year.  The fiscal year of the Corporation shall be

the 52 or 53 week period ending on the last Saturday in December in

each year and beginning on the following Sunday.

 

Section 8.2.  Seal.  The corporate seal shall have inscribed thereon

the name of the Corporation, and the words "Corporate Seal" and

"Oklahoma" or an abbreviation thereof; and it shall otherwise be in the

form approved by the Board of Directors.  Such seal may be used by

causing it, or a facsimile thereof, to be impressed or affixed or

otherwise reproduced.

 

Section 8.3.  Indemnification.  (a)  The Corporation shall indemnify

any  director or officer of the Corporation who was or is a party or is

threatened to be made a party to any threatened, pending or completed

action, suit or proceeding whether civil, criminal, administrative or

investigative (other than an action by or in the right of the

Corporation) by reason of the fact that such person is or was a

director or officer of the Corporation or is or was serving at the

request of the Corporation as a director or officer of another

corporation, partnership, joint venture or other enterprise against

expenses (including attorney's fees), judgments, fines and amounts paid

in settlement actually and reasonably incurred in connection with such

action, suit or proceeding if the director or officer acted in good

faith and in a manner reasonably believed to be in or not opposed to

the best interest of the Corporation and, with respect to any criminal

action or proceeding, had no reasonable cause to believe that such

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

reasonably believed to be in or not opposed to the best interest of the

Corporation and with respect to any criminal action or proceeding have

reasonable cause to believe that such conduct was unlawful.

 

    (b)  The Corporation shall indemnify any director or officer of the

Corporation 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 Corporation to procure a judgment in its favor by reason

of the fact that such person is or was a director or officer of the

Corporation or is or was serving at the request of the Corporation as

a director or officer of another corporation, partnership, joint

venture, trust or other enterprise against expenses (including

attorney's fees) actually and reasonably incurred in connection with

the defense or settlement of such action or suit if the director or

officer acted in good faith and in a manner reasonably believed to be

in or not opposed to the best interest of the Corporation; 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 performance of duty to the Corporation

unless and only to the extent that the court in which such action or

suit was brought shall determine, upon application, that despite the

adjudication of liability, but in the 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)  Expenses incurred in defending a civil or criminal action,

suit or proceeding may be paid by the Corporation in advance of the

final disposition of such action, suit or proceeding upon receipt of an

undertaking by or on behalf of the director or officer to repay such

amount if it shall ultimately be determined that such person is not

entitled to be indemnified by the Corporation as authorized herein.

 

    (d)  The Corporation may purchase (upon resolution duly adopted by

the Board of Directors) and maintain insurance on behalf of any person

who is or was a director or officer of the Corporation, or is or was

serving at the request of the Corporation as a director or officer of

another corporation, partnership, joint venture, trust or other

enterprise against any liability asserted against such person and

incurred in any such capacity, or arising out of the status as such,

whether or not the Corporation would have the power to indemnify the

director or officer against such liability.

 

    (e)  To the extent that a director or officer of the Corporation

has been successful on the merits or otherwise in defense of any

action, suit, or proceeding referred to herein or in defense of any

claim, issue or matter therein, such person shall be indemnified

against expenses (including attorneys' fees) actually and reasonably

incurred in connection therewith.

 

    (f)  Every director or officer shall be entitled, without demand

upon the Corporation or any action by the Corporation, to enforce such

person's right to such indemnity in an action at law against the

Corporation.  The right of indemnification hereinabove provided shall

not be deemed exclusive of any rights to which any such person may now

or hereafter be otherwise entitled and specifically, without limiting

the generality of the foregoing, shall not be deemed exclusive of any

rights pursuant to statute or otherwise, of any such person in any such

action, suit or proceeding to have assessed or allowed against the

Corporation or otherwise, costs and expenses incurred therein or in

connection therewith or any part thereof.

 

    (g)  Any indemnification hereinabove provided, unless ordered by a

court, shall be made by the Corporation only as authorized in a

specific case because the Corporation has determined that the

indemnitee has met the requisite standards of conduct as set forth in

sub-sections (a) and (b) above.  Such determination is to be made by

the Board of Directors by majority vote of a quorum consisting of

directors who are not parties to such action, suit or proceeding; or if

such a quorum is not obtainable, or even if obtainable should a quorum

of disinterested directors so direct, by independent legal counsel in

a written opinion; or by the shareholders.

 

 

                              ARTICLE IX

 

                              Amendments

 

Section 9.1.  In General.  Any provision of these Bylaws may be

altered, amended or repealed from time to time by the affirmative vote

of a majority of the stock having voting power present in person or by

proxy at any annual or special meeting of shareholders at which a

quorum is present, if notice of the proposed alteration, amendment or

repeal is contained in the notice of such meeting, or by the

affirmative vote of a majority of the directors then qualified and

acting at any meeting of the Board at which a quorum is present, if

notice of the proposed alteration, amendment or repeal has been given

to each director.

 

 

                              ARTICLE X

 

                      Shareholders' Rights Plan

 

Section 10.1 Minimum Requirements.  The Corporation shall not adopt or

maintain a poison pill, shareholder rights plan, rights agreement or

any other form of "poison pill" which is designed to or has the effect

of making acquisition of large holdings of the Corporations's shares of

stock more difficult or expensive (such as the 1986 "Rights

Agreement"), unless such a plan is first approved by A MAJORITY

shareholder vote.  The company shall redeem any such rights now in

effect.  The affirmative vote of a majority of shares voted shall

suffice to approve such a plan.

 

Section 10.2 Effective Immediately.  The article shall be effective

immediately and automatically as of the date it is approved by the

affirmative vote of the holders of a majority of the shares, present in

person or by proxy at a regular or special meeting of the shareholders.

 

Section 10.3  Amendment.  Notwithstanding any other provision of these

bylaws, this Article may not be amended, altered, deleted or modified

in any way by the Board of Directors without prior shareholder

approval.