AMENDED AND RESTATED

                                     BYLAWS



                                       OF



                             U.S. WEST HOMES, INC.,

                              a Nevada corporation



                                   ARTICLE I



                                    OFFICES



         Section 1. PRINCIPAL OFFICES. The principal office shall be in the City

of Las Vegas, County of Clark, State of Nevada.



         Section 2. OTHER OFFICES. The board of directors may at any time

establish branch or subordinate offices at any place or places where the

corporation is qualified to do business.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



         Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at

any place within or without the State of Nevada designated by the board of

directors. In the absence of any such designation, stockholders' meetings shall

be held at the principal executive office of the corporation.



         Section 2. ANNUAL MEETINGS. The annual meetings of stockholders shall

be held at a date and time designated by the board of directors. (At such

meetings, directors shall be elected and any other proper business may be

transacted by a plurality vote of stockholders.)



         Section 3. SPECIAL MEETINGS. A special meeting of the stockholders, for

any purpose or purposes whatsoever, unless prescribed by statute or by the

articles of incorporation, may be called at any time by the president and shall

be called by the president or secretary at the request in writing of a majority

of the board of directors, or at the request in writing of stockholders holding

shares in the aggregate entitled to cast not less than a majority of the votes

at any such meeting.







{PAGE}



         The request shall be in writing, specifying the time of such meeting,

the place where it is to be held and the general nature of the business proposed

to be transacted, and shall be delivered personally or sent by registered mail

or by telegraphic or other facsimile transmission to the chairman of the board,

the president, any vice president or the secretary of the corporation. The

officer receiving such request forthwith shall cause notice to be given to the

stockholders entitled to vote, in accordance with the provisions of Sections 4

and 5 of this Article II, that a meeting will be held at the time requested by

the person or persons calling the meeting, not less than thirty-five (35) nor

more than sixty (60) days after the receipt of the request. If the notice is not

given within twenty (20) days after receipt of the request, the person or

persons requesting the meeting may give the notice. Nothing contained in this

paragraph of this Section 3 shall be construed as limiting, fixing or affecting

the time when a meeting of stockholders called by action of the board of

directors may be held.



         Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of

stockholders shall be sent or otherwise given in accordance with Section 5 of

this Article II not less than ten (10) nor more than sixty (60) days before the

date of the meeting being noticed. The notice shall specify the place, date and

hour of the meeting and (i) in the case of a special meeting the general nature

of the business to be transacted, or (ii) in the case of the annual meeting

those matters which the board of directors, at the time of giving the notice,

intends to present for action by the stockholders. The notice of any meeting at

which directors are to be elected shall include the name of any nominee or

nominees which, at the time of the notice, management intends to present for

election.



         If action is proposed to be taken at any meeting for approval of (i)

contracts or transactions in which a director has a direct or indirect financial

interest, (ii) an amendment to the articles of incorporation, (iii) a

reorganization of the corporation, (iv) dissolution of the corporation, or (v) a

distribution to preferred stockholders, the notice shall also state the general

nature of such proposal.



         Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any

meeting of stockholders shall be given either personally or by first-class mail

or telegraphic or other written communication, charges prepaid, addressed to the

stockholder at the address of such stockholder appearing on the books of the

corporation or given by the stockholder to the corporation for the purpose of

notice. If no such address appears on the corporation's books or is given,

notice shall be deemed to have been given if sent by mail or telegram to the

corporation's principal executive office, or if published at least once in a

newspaper of general circulation in the county where this office is located.

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. Notice shall be deemed

to have been given at the time when delivered personally or deposited in the

mail or sent by telegram or other means of written communication. In the event

of the transfer of stock after delivery or mailing of the 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.



         If any notice addressed to a stockholder at the address of such

stockholder appearing on the books of the corporation is returned to the

corporation by the United States Postal Service marked to indicate that the

United States Postal Service is unable to deliver the notice to the stockholder

at such address, all future notices or reports shall be deemed to have been duly

given without further mailing if the same shall be available to the stockholder

upon written demand of the stockholder at the principal executive office of the

corporation for a period of one year from the date of the giving of such notice.



         An affidavit of the mailing or other means of giving any notice of any

stockholders' meeting shall be executed by the secretary, assistant secretary or

any transfer agent of the corporation giving such notice, and shall be filed and

maintained in the minute book of the corporation.



         Business transacted at any special meeting of stockholders shall be

limited to the purposes stated in the notice.



         Section 6. QUORUM. The presence in person or by proxy of the holders of

a majority of the shares entitled to vote at any meeting of stockholders shall

constitute a quorum for the transaction of business, except as otherwise

provided by statute or the articles of incorporation. The stockholders present

at a duly called or held meeting at which a quorum is present may continue to do

business until adjournment, notwithstanding the withdrawal of enough

stockholders to leave less than a quorum, if any action taken (other than

adjournment) is approved by at least a majority of the shares required to

constitute a quorum.

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