<SEQUENCE>8

<FILENAME>ex3-2.txt

<DESCRIPTION>BY-LAWS

<TEXT>



                             BYLAWS

                               OF

         TINTIC GOLD MINING COMPANY, a Utah corporation





                           ARTICLE I

                            OFFICES



     Section 1.01  Location of Offices.  The corporation may maintain such

offices within or without the State of Utah as the Board of Directors may from

time to time designate or require.



     Section 1.02  Principal Office.  The address of the principal office of

the corporation shall be at the address of the registered office of the

corporation as so designated in the office of the Lieutenant

Governor/Secretary of State of the state of incorporation, or at such other

address as the Board of Directors shall from time to time determine.



                           ARTICLE II

                          SHAREHOLDERS



     Section 2.01  Annual Meeting.  The annual meeting of the shareholders

shall be held in May of each year or at such other time designated by the

Board of Directors and as is provided for in the notice of the meeting, for

the purpose of electing directors and for the transaction of such other

business as may come before the meeting.  If the election of directors shall

not be held on the day designated for the annual meeting of the shareholders,

or at any adjournment thereof, the Board of Directors shall cause the election

to be held at a special meeting of the shareholders as soon thereafter as may

be convenient.



     Section 2.02  Special Meetings.  Special meetings of the shareholders

may be called at any time by the chairman of the board, the president, or by

the Board of Directors, or in their absence or disability, by any vice

president, and shall be called by the president or, in his or her absence or

disability, by a vice president or by the secretary on the written request of

the holders of not less than one-tenth of all the shares entitled to vote at

the meeting, such written request to state the purpose or purposes of the

meeting and to be delivered to the president, each vice-president, or

secretary.  In case of failure to call such meeting within 60 days after such

request, such shareholder or shareholders may call the same.



     Section 2.03  Place of Meetings.  The Board of Directors may designate

any place, either within or without the state of incorporation, as the place

of meeting for any annual meeting or for any special meeting called by the

Board of Directors.  A waiver of notice signed by all shareholders entitled to

vote at a meeting may designate any place, either within or without the state

of incorporation, as the place for the holding of such meeting.  If no

designation is made, or if a special meeting be otherwise called, the place of

meeting shall be at the principal office of the corporation.



     Section 2.04  Notice of Meetings.  The secretary or assistant secretary,

if any, shall cause notice of the time, place, and purpose or purposes of all

meetings of the shareholders (whether annual or special), to be mailed at

least ten days, but not more than 50 days, prior to the meeting, to each

shareholder of record entitled to vote.



     Section 2.05  Waiver of Notice.  Any shareholder may waive notice of any

meeting of shareholders (however called or noticed, whether or not called or

noticed and whether before, during, or after the meeting), by signing a

written waiver of notice or consent to the holding of such meeting, or an

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