BY-LAWS



                                    ARTICLE I



                                 IDENTIFICATION



Section 1. Name. The name of the corporation shall be Black Beauty Mining, Inc.

(hereinafter referred to as the "corporation").



Section 2. Fiscal Year. The fiscal year of the corporation shall begin at the

beginning of the 1st day of January and end at the close of the 31st day of

December next succeeding.



                                   ARTICLE II



                                  CAPITAL STOCK



Section 1. Consideration for Shares. The board of directors shall cause the

corporation to issue the capital stock of the corporation for such consideration

as has been fixed by such board in accordance with the provisions of the

Articles of Incorporation.



Section 2. Payment of Shares. Subject to the provisions of the Articles of

Incorporation, the consideration for the issuance of shares of the capital stock

of the corporation may be paid, in whole or in part, in money, in other

property, tangible or intangible; provided however, that the part of the surplus

of the corporation which is transferred to capital upon the issuance of shares

as a share dividend shall be deemed to be the consideration for the issuance of

such shares. When payment of the consideration for which a share was authorized

to be issued shall have been received by the corporation, or when surplus shall

have been transferred to capital upon the issuance of a share dividend, such

share shall be declared and taken to be fully paid, and not liable to any

further call or assessment, and the holder thereof shall not be liable for any

further call or assessment, and the holder thereof shall not be liable for any

further payments thereon. In the absence of actual fraud in the transaction, the

judgment of the board of directors upon the corporate assets in the event of a

share dividend shall not be accepted in payment or part payment of any of the

capital stock of the corporation.



{PAGE}



                                                                          Page 2



                                     By-Laws

                                   (Continued)



Section 3. Preemptive Rights. the holders of shares of the common stock of the

corporation at all times shall have preemptive rights to subscribe for or

acquire, in proportion to their holdings, any and all shares of common stock, or

securities convertible into common stock, carrying the right to purchase shares

of common stock, which may hereafter be issued by the corporation, and such

holders shall have such preemptive rights to subscribe for or acquire shares of

any other class of stock of the corporation which may be hereafter issued, as

may be provided by the laws of the State of Indiana.



Section 4. Issuance of Shares. The authorized but unissued shares of common

stock of the corporation may be issued and sold or otherwise disposed of by the

corporation, at any time or from time to time, for such consideration not less

than the par value of such shares, if any, and for such purpose or purposes, as

may be determined by the Board of Directors.



Section 5. Acquisition by Corporation of Its Own Stock. Unless any statute of

the State of Indiana shall expressly provide to the contrary, the corporation

may acquire, hold and dispose of any shares of its common stock or stock of any

other class theretofore issued and outstanding.

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