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<DESCRIPTION>BYLAWS TRUE FICTION, INC.

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                               True Fiction, Inc.









                                     By-Laws































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                                     BYLAWS

                                       OF

                               TRUE FICTION, INC.

                              a Nevada Corporation

                                   ARTICLE   1

                                   -----------

                                     OFFICES

     SECTION  1.     The  registered  office of this corporation shall be in the

County  of  Clark,  State  of  Nevada.

     SECTION  2.     The  corporation may also have offices at such other places

both  within  and without the State of Nevada as the Board of Directors may from

time  to  time  determine  or  the  business  of  the  corporation  may require.

                                   ARTICLE  2

                                   ----------

                             MEETING OF STOCKHOLDERS

     SECTION 1.     All annual meetings of the stockholders shall be held at the

registered  office  of  the corporation or at such other place within or without

the  State of Nevada as the Directors shall determine.   Special meetings of the

stockholders  may  be held at such time and place within or without the State of

Nevada  as  shall  be stated in the notice of the meeting, or in a duly executed

waiver  of  notice  thereof.

     SECTION 2.     Annual meetings of the stockholders, shall be held on the 29

March,  each  year  if  not a legal holiday and, if a legal holiday, then on the

next  secular day following, or at such other time as may be set by the Board of

Directors  from  time  to  time, at which the stockholders shall elect by vote a

Board  of  Directors and transact such other business as may properly be brought

before  the  meeting.

     SECTION  3.     Special  meetings  of  the stockholders, for any purpose or

purposes,  unless  otherwise  prescribed  by  statute  or  by  the  Articles  of

Incorporation,  may be called by the President or the Secretary or by resolution

of  the Board of Directors or at the request in writing of stockholders owning a

majority  in  amount  of  the entire capital stock of the corporation issued and

outstanding  and  entitled to vote.  Such request shall state the purpose of the

proposed  meeting.

     SECTION  4.     Notices  of  meetings shall be in writing and signed by the

President  or  Vice-President  or  the Secretary or an Assistant Secretary or by

such  other  person  or  persons  as the Directors shall designate.  Such notice

shall state the purpose or purposes for which the meeting is called and the time

and  the  place,  which  may  be within or without this State, where it is to be

held.  A copy of such notice shall be either delivered personally to or shall be

mailed,  postage prepaid, to each stockholder of record entitled to vote at such

meeting  not  less  than  ten  nor more than sixty days before such meeting.  If

mailed,  it shall be directed to a stockholder at his address as it appears upon

the  records  of  the  corporation and upon such mailing of any such notice, the

service  thereof shall be complete and the time of the notice shall begin to run

from  the  date upon which such notice is deposited in the mail for transmission

to  such  stockholder.  Personal delivery of any such notice to any officer of a

corporation  or  association, or to any member of a partnership shall constitute

delivery of such notice to such corporation, association or partnership.  In the

event of the transfer of stock after delivery of such notice of and prior to the

holding  of  the  meeting it shall not be necessary to deliver or mail notice of

the  meeting  to  the  transferee.

     SECTION  5.     Business  transacted at any special meeting of stockholders

shall  be  limited  to  the  purposes  stated  in  the  notice.

     SECTION 6.     The holders of a 10% of the stock issued and outstanding and

entitled  to  vote  thereat,  present  in  person or represented by proxy, shall

constitute  a  quorum  at  all  meetings  of  the  stock



                                       42

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holders  for the transaction of business except as otherwise provided by statute

or  by  the  Articles  of  Incorporation.  If, however, such quorum shall not be

present  or  represented  at  any  meeting of the stockholders, the stockholders

entitled to vote there at, present in person or represented by proxy, shall have

power  to  adjourn  the  meeting  from  time  to time, without notice other than

announcement at the meeting, until a quorum shall be present or represented.  At

such  adjourned  meeting  at which a quorum shall be present or represented, any

business  may  be  transacted which might have been transacted at the meeting as

originally  notified.

     SECTION  7.     When a quorum is present or represented at any meeting, the

vote  of the holders of a 10% of the stock having voting power present in person

or  represented by proxy shall be sufficient to elect directors or to decide any

questions  brought before such meeting, unless the question is one upon which by

express  provision  of  the  statutes  or  of  the  Articles of Incorporation, a

different  vote  shall  govern  and  control  the  decision  of  such  question.

     SECTION  8.     Each  stockholder  of  record  of  the corporation shall be

entitled  at  each  meeting  of stockholders to one vote for each share of stock

standing  in  his  name on the books of the corporation.  Upon the demand of any

stockholder,  the  vote  for Directors and the vote upon any question before the

meeting  shall  be  by  ballot.

     SECTION  9.     At  any  meeting of the stockholders any stockholder may be

represented  and  vote  by  a  proxy  or  proxies  appointed by an instrument in

writing.  In  the  event that any such instrument in writing shall designate two

or  more  persons  to  act as proxies, a majority of such persons present at the

meeting,  or,  if  only  one  shall be present, then that one shall have and may

exercise  all of the powers conferred by such written instrument upon all of the

persons  so  designated unless the instrument shall otherwise provide.  No proxy

or  power  of  attorney  to  vote  shall  be  used  to  vote at a meeting of the

stockholders  unless  it shall have been filed with the secretary of the meeting

when  required  by  the  inspectors  of  election.  All  questions regarding the

qualifications  of  voters,  the  validity  of  proxies and the acceptance of or

rejection  of  votes shall be decided by the inspectors of election who shall be

appointed  by  the  Board  of  Directors,  or  if  not so appointed, then by the

presiding  officer  of  the  meeting.

     SECTION  10.     Any  action  which  may  be  taken  by  the  vote  of  the

stockholders  at  a  meeting may be taken without a meeting if authorized by the

written consent of stockholders holding at least a majority of the voting power,

unless  the  provisions  of  the  statutes  or  of the Articles of Incorporation

require  a  greater proportion of voting power to authorize such action in which

case  such  greater  proportion  of  written  consents  shall  be  required.

                                   ARTICLE  3

                                   ----------

                                    DIRECTORS

     SECTION  1.     The  business  of  the  corporation shall be managed by its

Board  of Directors which may exercise all such powers of the corporation and do

all  such  lawful  acts  and  things as are not by statute or by the Articles of

Incorporation or by these Bylaws directed or required to be exercised or done by

the  stockholders.

     SECTION  2.     The  number  of  Directors which shall constitute the whole

board  shall be One.  The number of Directors may from time to time be increased

or  decreased  to not less than one nor more than fifteen by action of the Board

of  Directors.  The  Directors  shall  be  elected  at the annual meeting of the

stockholders  and except as provided in Section 2 of this Article, each Director

elected  shall  hold  office  until  his  successor  is  elected  and qualified.

Directors  need  not  be  stockholders.

     SECTION  3.     Vacancies  in the Board of Directors including those caused

by  an  increase  in the number of directors, may be filled by a majority of the

remaining Directors, though less than a quorum, or by a sole remaining Director,

and each Director so elected shall hold office until his successor is elected at

an annual or a special meeting of the stockholders.  The holders of a two-thirds

of  the  outstanding  shares  of



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stock entitled to vote may at any time peremptorily terminate the term of office

of  all  or any of the Directors by vote at a meeting called for such purpose or

by  a  written  statement  filed with the secretary or, in his absence, with any

other  officer.  Such removal shall be effective immediately, even if successors

are  not  elected  simultaneously  and  the  vacancies on the Board of Directors

resulting  therefrom  shall  only  be  filled  from  the  stockholders.

     A  vacancy  or vacancies in the Board of Directors shall be deemed to exist

in  case  of  the  death,  resignation  or  removal  of any Directors, or if the

authorized  number of Directors be increased, or if the stockholders fail at any

annual or special meeting of stockholders at which any Director or Directors are

elected to elect the full authorized number of Directors to be voted for at that

meeting.

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