EXHIBIT 3.2
                             AMENDED AND RESTATED BYLAWS

                                         OF

                               JOHN H. HARLAND COMPANY

                         AS AMENDED THROUGH JANUARY 31, 1997




                                      ARTICLE I
                                    SHAREHOLDERS


                      Section 1.     Annual Meeting.  The annual meeting

            of the  shareholders for the  election of directors  and for
            the transaction of such other business  as may properly come
            before  the meeting  shall  be held  at  such place,  either
            within or without the State of Georgia, on such date, and at
            such  time, as  the  Board of  Directors  may by  resolution
            provide, or if the Board of  Directors fail to provide, then
            such meeting  shall be held at  the principal office  of the
            Company in  Atlanta, Georgia  at 10:00  a.m., on  the fourth
            Friday of April  of each year, commencing in 1970,  if not a
            legal holiday under the laws of the State of Georgia, and if
            a legal holiday, on the next succeeding business day.

                      Section 2.     Special Meetings.  Special meetings

            of the shareholders may be called by the Board of Directors,
            by the Chairman of the Board of Directors, by the President,
            or by  the Company upon  the written request  (which request
            shall set forth  the purpose or purposes of  the meeting) of
            the shareholders of record (see Section 6(b) of Article I of
            these Bylaws)  of outstanding shares representing  more than
            50%  of all  the votes  entitled  to be  cast  on any  issue
            proposed to  be considered at the  proposed special meeting.
            In  the  event  such  meeting is  called  by  the  Board  of
            Directors, such  meeting may be  held at such  place, either
            within or without the State of  Georgia, as is stated in the
            call and notice  thereof.  If such meeting is  called at the
            request of shareholders as provided in  this Section 2, then
            such meeting shall be held in Atlanta, Georgia.

                      Section 3.     Notice of  Meetings.  A  written or
            printed  notice  stating the  place,  day  and hour  of  the
            meeting, and  in case of a  special meeting, the  purpose or
            purposes for which the meeting is called, shall be delivered
            or mailed by the Secretary of  the Company to each holder of
            record of stock of the Company at the time entitled to vote,


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            at  his  address as  it  appears  upon  the records  of  the
            Company, not  less than 10  nor more than  60 days  prior to
            such meeting.   If the Secretary  fails to give  such notice
            within  20 days  after the  call  of a  meeting, the  person
            calling or requesting such meeting, or any person designated
            by them, may give such notice  within 20 days after the call
            of a meeting, the person calling or requesting such meeting,
            or  any person  designated by  them, may  give such  notice.
            Notice  of such  meeting may  be  waived in  writing by  any
            shareholder.   Attendance at  any meeting,  in person  or by
            proxy, shall constitute a waiver of  notice of such meeting.
            Notice of  any adjourned meeting  of the  shareholders shall
            not be required  if the time and place to  which the meeting
            is  adjourned are  announced  at the  meeting  at which  the
            adjournment is taken,  unless the Board of  Directors sets a
            new record date for such meeting  in which case notice shall
            be given in the manner provided in this Section 3.

                      Section 4.        Quorum and Shareholder Vote.   A
            quorum for  action on  any subject matter  at any  annual or
            special meeting of shareholders shall exist when the holders
            of shares entitled to vote a  majority of the votes entitled
            to be cast on such subject  matter are represented in person
            or by  proxy at such meeting.   If a quorum  is present, the
            affirmative vote of such number of  shares as is required by
            the Georgia Business  Corporation Code (as in  effect at the
            time the vote is taken), for  approval of the subject matter
            being  voted upon,  shall be  the act  of the  shareholders,
            unless  a  greater  vote is  required  by  the  Articles  of
            Incorporation or these Bylaws.  If  a quorum is not present,
            a meeting of shareholders may be adjourned from time to time
            by the vote of shares having  a majority of the votes of the
            shares  represented  at  such meeting,  until  a  quorum  is
            present.  When a quorum is present at the reconvening of any
            adjourned meeting, and  if the requirements of  Section 3 of
            this Article I have been observed,  then any business may be
            transacted at such reconvened meeting in the same manner and
            to the same  extent as it might have been  transacted at the
            meeting as originally noticed.

                      Section 5.     Proxies.   A  shareholder may  vote

            either in person or by proxy duly executed in writing by the
            shareholder.  Unless  written  notice  to  the  contrary  is
            delivered to the Company by the shareholder, a proxy for any
            meeting shall be valid for any reconvention of any adjourned
            meeting.

                      Section 6.     Fixing Record Date.


                      (a)Except  provided  in   paragraph  (b)  of  this
            Section  6,  for  the purpose  of  determining  shareholders


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            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  in order  to make  a
            determination of shareholders for  any other proper purpose,
            the Board of  Directors shall have the power to  fix a date,
            not  more than  70  days  prior to  the  date  on which  the
            particular action requiring  a determination of shareholders
            is  to   be  taken,  as  the   record  date  for   any  such
            determination  of  shareholders.   A  record  date  for  the
            determination of  shareholders entitled to  notice of  or to
            vote  at  any meeting  of  shareholders  or any  adjournment
            thereof shall  not be set  less than 10  days prior  to such
            meeting; provided that the record date for the determination
            of  shareholders entitled  to notice  of or  to vote  at any
            special meeting of shareholders called by the Company at the
            request  of  holders of  shares  pursuant  to Section  2  of
            Article I hereof or any adjournment thereof shall be 20 days
            after the "Determination Date" (as  defined in paragraph (b)
            of this  Section 6), and  provided further that  such record
            date shall be 70 days prior to such special meeting.  In any
            case where a record date is set, under any provision of this
            Section  6, only  shareholders of  record on  the said  date
            shall be entitled to participate in the action for which the
            determination of shareholders of record is made, whether the
            action is payment of a dividend,  allotment of any rights or
            any change  or conversion  or exchange  of capital  stock or
            other such  action, and, if the  record date is set  for the
            determination of  shareholders entitled to  notice of  or to
            vote at a meeting of shareholders, only such shareholders of
            record   shall  be   entitled  to   such  notice   or  vote,
            notwithstanding any transfer  of any shares on  the books of
            the Company after such record date.

                      (b) (i) In  order that  the Company  may determine
            the shareholders  entitled to request  a special  meeting of
            the shareholders or a special meeting  in lieu of the annual
            meeting of the shareholders pursuant to Section 2 of Article
            I  hereof, 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 request  such a
            special meeting  shall, by written notice  to the Secretary,
            request the  Board of  Directors to fix  a record  date. The
            Board of Directors shall, within 10  business 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  business days  after the
            date on  which such a request  is received, the  record date
            for  determining shareholders  entitled  to  request such  a
            special meeting  shall be  the first day  on which  a signed
            written request  setting forth the  request to fix  a record


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            date  is  delivered  to  the  Company  by  delivery  to  its
            principal place of business, or any  officer or agent of the
            Company having custody of the books  in which proceedings of
            meetings of shareholders are recorded.

                      (ii) Every written  request for a  special meeting
            shall bear  the date  of signature  of each  shareholder who
            signs the request and no such  request shall be effective to
            request  such a  meeting unless,  within 70  days after  the
            record date established in accordance with paragraph (b) (i)
            of  this Section,  written requests  signed by  a sufficient
            number of record holders as of such record date to request a
            special meeting  in accordance with  Section 2 of  Article I
            hereof are delivered to the Company in the manner prescribed
            in paragraph (b) (i) of this Section.

                      (iii)   In  the  event  of  the delivery,  in  the
            manner  provided by  this  Section, to  the  Company of  the
            requisite written request or requests  for a special meeting
            and/or any  related revocation  or revocations,  the Company
            shall engage nationally recognized independent inspectors of
            elections  for   the  purpose   of  promptly   performing  a
            ministerial  review  of the  validity  of  the requests  and
            revocations.    For  the  purpose  of  permitting  a  prompt
            ministerial review by the independent inspectors, no request
            by  shareholders for  a special  meeting shall  be effective
            until  the  earlier  of (i)  five  business  days  following
            delivery to the Company of requests signed by the holders of
            record (on the record date established  in paragraph (b) (i)
            of this Section)  of the requisite minimum  number of shares
            that  would be  necessary to  request such  a meeting  under
            Section 2  of Article  I hereof,  or (ii)  such date  as the
            independent  inspectors  certify  to the  Company  that  the
            requests delivered  to the Company  in accordance  with this
            Article represent at least the minimum number of shares that
            would be necessary  to request such meeting  (the earlier of
            such dates  being herein referred  to as  the "Determination
            Date"). Nothing contained in this paragraph shall in any way
            be construed to suggest or imply that the Board of Directors
            or  any shareholder  shall not  be entitled  to contest  the
            validity  of  any  request or  revocation  thereof,  whether
            during or  after such five business  day period, or  to take
            any  other   action  (including,  without   limitation,  the
            commencement, prosecution or defense  of any litigation with
            respect thereto).

                      (iv)    Unless  the  independent inspectors  shall
            deliver, on  or before the  Determination Date,  a certified
            report to the Company stating that  the valid requests for a
            special meeting submitted pursuant  to paragraph (iii) above
            represent less  than the requisite minimum  number of shares
            that would be  necessary to request a  special meeting under
            Section 2 of Article I hereof, the Board of Directors shall,
            within  five business  days  after  the Determination  Date,


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            adopt  a  resolution  calling  a   special  meeting  of  the
            shareholders and fixing  a record date for  such meeting, in
            accordance with Section 6(a) or Article I of these Bylaws.

                      Section 7.     Notice of Shareholder Business.  At

            an annual  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 Company  who complies with
            the notice procedures  set forth in this Section  7 and only
            to  the  extent  that  such   business  is  appropriate  for
            shareholder  action  under  the provisions  of  the  Georgia
            Business  Corporation Code.   For  business  to be  properly
            brought  before  an annual  meeting  by  a shareholder,  the
            shareholder must have given timely notice thereof in writing
            to  the  Secretary  of  the  Company.     To  be  timely,  a
            shareholder's  notice must  be delivered  to  or mailed  and
            received at the principal executive  offices of the Company,
            not  less  than 60  days  prior  to the  meeting;  provided,
            however, that in the event that less than 40 day's 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 not later than the close of business
            on the  10th day following the  day on which such  notice of
            the date  of the  annual 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  annual meeting  (a) a  brief
            description of the business desired to be brought before the
            annual meeting and the reasons  for conducting such business
            at the  annual meeting,  (b) the name  and address,  as they
            appear on the Company's books,  of the shareholder proposing
            such business,  (c) the  class and number  of shares  of the
            Company 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  an  annual
            meeting except  in accordance with the  procedures set forth
            in  this Section  7.   At  an annual  meeting, the  Chairman
            shall, if  the facts warrant,  determine and declare  to the
            meeting that  business was not  properly brought  before the
            meeting in accordance with the provisions of this Section 7,
            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.

                      Section 8.     Notice  of   Shareholder  Nominees.
            Except for  Directors who are elected  by Directors pursuant
            to  the provisions  of  Section 2  of  Article  II of  these
            Bylaws, only  persons who are  nominated in  accordance with
            the procedures set forth in this Section 8 shall be eligible
            for  election  as  Directors.  Nominations  of  persons  for


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            election to  the Board  of Directors of  the Company  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
            Company entitled  to vote for  the election of  Directors at
            the  meeting who  complies with  the  notice procedures  set
            forth in this Section 8.  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 Company.   To  be timely,  a shareholder's
            notice must  be delivered to or  mailed and received  at the
            principal executive offices of the Company  not less than 60
            days prior  to the meeting;  provided, however, that  in the
            event  that  less  than 40  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 was  mailed 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; and
            (b) as to the shareholder giving the notice (i) the name and
            address,  as they  appear on  the Company's  books, of  such
            shareholder and (ii)  the class and number of  shares of the
            Company which  are beneficially  owned by  such shareholder.
            No person  shall be eligible for  election as a  Director of
            the  Company   unless  nominated  in  accordance   with  the
            procedures set forth in the Bylaws.   The Chairman 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.



                                     ARTICLE II
                                      DIRECTORS


                      Section 1.     Powers of Directors.   The Board of
            Directors shall have  the management of the  business of the
            Company and, subject to any restrictions  imposed by law, by
            the  Articles  of Incorporation,  or  by  these bylaws,  may
            exercise all the powers of the Company.

                      Section 2.     Number   and  Term   of  Directors.
           Except as provided in this Section 2, twelve Directors shall


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            constitute the full Board.  At any annual or special meeting
            the shareholders may,  and at any meeting  of directors, the
            directors (by a  vote of not less than 75%  of the directors
            then in office) may, fix a different number of Directors who
            shall constitute  the full Board,  but the full  Board shall
            consist  of  not  less  than  nine  nor  more  than  fifteen
            Directors.  Directors shall be elected in the manner and for
            the terms set out below:

                      Directors shall be divided  into three classes, to
            be  known as  Class A,  Class B,  and Class  C.   Each Class
            shall, insofar as  possible, be composed of  an equal number
            of Directors.

                      The  shareholders   shall  first  elect   Class  A
            Directors  to  serve  until  the  first  annual  meeting  of
            shareholders next following.

                      The  shareholders   shall  first  elect   Class  B
            Directors  to serve  until the  second  annual meeting  next
            following.

                      The  shareholders   shall  first  elect   Class  C
            Directors  to  serve until  the  third  annual meeting  next
            following.

                      At each annual meeting after the first election of
            classified  Directors,  the  successors   of  the  class  of
            Directors whose  terms shall  expire in  that year  shall be
            elected to hold  office for the term of three  (3) years, so
            that  the term  of office  of one  class of  Directors shall
            expire in each year.

                      The  shareholders may  elect  less  than the  full
            number of Directors, and any vacancy  occurring in the Board
            of  Directors by  reason of  an  increase in  the number  of
            Directors may be filled by the  Board of Directors, but only
            for a term  of office continuing until the  next election of
            Directors  by the  shareholders and  until the  election and
            qualification of  the successor.   Any vacancy  occurring in
            the  Board  of Directors  by  reason  of death,  retirement,
            resignation  or  removal  may be  filled  by  the  Board  of
            Directors,  and the  Director elected  to fill  such vacancy
            shall be elected  for the unexpired term  of his predecessor
            in office.   Any Director elected by the  Board of Directors
            to fill a vacancy occurring on the Board shall be elected by
            the  affirmative  vote  of  a   majority  of  the  remaining
            Directors.

                      Section 3.     Meetings  of  the Directors.    The
            Board  of   Directors  shall  meet  each   year  immediately
            following the annual meeting of  shareholders, and the Board
            may by  resolution provide for the  time and place  of other


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            regular meetings.  Special meetings of  the Directors may be
            called by the  Chairman of the Board or by  the President or
            by any two of the Directors.

                      Section 4.     Notice of Meetings.  Notice of each

            meeting of the Directors shall be  given by the Secretary by
            mailing the same at least ten  days before the meeting or by
            telephone, telegraph or cablegram or in person at least five
            days before  the meeting, to  each Director, except  that no
            notice  need  be given  of  regular  meetings fixed  by  the
            resolution of the Board or of  the meeting of the Board held
            at the place of and immediately following the annual meeting
            of the shareholders.  Any Director  may waive notice, either
            before or  after the  meeting, and shall  be deemed  to have
            waived notice if he is present at the meeting.

                      Section 5.     Action   of  Directors Without  a
            Meeting.   Any  action required  by  law to  be  taken at  a
            meeting of, the Board of Directors,  or any action which may
            be taken at  a meeting of the Board of  Directors, or of any
            committee thereof, may be taken without a meeting if written
            consent, setting forth the action so  taken, shall be signed
            by all the  Directors, or all the members  of the committee,
            as the  case may be,  and be filed  with the minutes  of the
            proceedings of  the Board  or the  committee.   Such consent
            shall have the same force and  effect as a unanimous vote of
            the Board or the committee, as the case may be.

                      Section 6.     Committees.  The Board of Directors
            may,  in  its  discretion, by  the  affirmative  vote  of  a
            majority   of  the   whole  Board   of  Directors,   appoint
            committees, each consisting of one  or more Directors, which
            shall have and  may exercise such delegated  powers as shall
            be conferred on or authorized  by the resolutions appointing
            them,  except that  no such  committee may:  (1) approve  or
            propose  to shareholders  action that  the Georgia  Business
            Corporation Code  requires to  be approved  by shareholders,
            (2) fill vacancies  on the Board of Directors or  any of its
            committees, (3)  amend the Articles of  Incorporation of the
            Corporation  pursuant to  Section 14-2-1002  of the  Georgia
            Business Corporation Code, (4) adopt,  amend or repeal these
            Bylaws,  or  (5) approve  a  plan  of merger  not  requiring
            shareholder approval.  A majority of  any such committee may
            determine  its  action,  fix  the  time  and  place  of  its
            meetings,  and  determine  its rules  of  procedure.    Each
            committee shall keep minutes of  its proceedings and actions
            and shall report  regularly to the Board of  Directors.  The
            Board  of Directors  shall have  power at  any time  to fill
            vacancies  in, change  the membership  of, or  discharge any
            such committee.


                                       <PAGE>






                      Section 7.     Compensation.        A   fee    and
            reimbursement for expenses for attendance at meetings of the
            Board of Directors or any committee  thereof may be fixed by
            resolution of the Board of Directors.

                      Section 8.     Removal.  Any  or all directors may
            be removed  from office at any  time with or  without cause,
            but only  by the same affirmative  shareholder vote required
            to amend  this Section  8 as  provided in  Article X  of the
            Articles of Incorporation.

                                     ARTICLE III
                                      OFFICERS


                      Section 1.     Officers.    The  officers  of  the
            Company  shall  consist  of  a  Chairman  of  the  Board  of
            Directors,  a  President,  one or  more  Vice-Presidents,  a
            Secretary  and  a  Treasurer, and  such  other  officers  or
            assistant  officers  as  may be  elected  by  the  Board  of
            Directors.  Any two offices may  be held by the same person.
            The  Board may  designate a  Vice-President as  an Executive
            Vice-President,  and may  designate the  order in  which the
            other Vice-Presidents may act.

                      Section 2.     Chairman   of  the   Board.     The
            Chairman of  the Board  shall be  a member  of the  Board of
            Directors  as well  as serve  as chairman  of the  executive
            committee.  He shall preside at all meetings of shareholders
            and  directors.    In  the  absence  or  disability  of  the
            President,  the Chairman  shall perform  the  duties of  the
            President.

                      Section 3.     President.  The  president shall be
            the chief executive  officer of the Company,  subject to the
            direction of  the Board  of Directors.   He shall  have such
            further  powers and  duties  as from  time  to  time may  be
            conferred on him by the Board  of Directors.  In the absence
            of the Chairman of the Board  the President shall preside at
            all meetings of the shareholders and the Board of Directors.

                      Section 4.     Vice-President.  The Vice-President
            shall act  in the case of  the absence or disability  of the
            Chairman of the  Board and the President.  If  there is more
            than one  Vice-President, such Vice-Presidents shall  act in
            the  order  of  precedence,  as set  out  by  the  Board  of
            Directors.


                                       <PAGE>






                      Section 5.     Treasurer.  The  Treasurer shall be
            responsible for  the maintenance  of proper  financial books
            and records of the Company.

                      Section 6.     Secretary.    The  Secretary  shall
            keep the minutes of the meetings of the shareholders and the
            Directors and shall  have custody of and attest  the seal of
            the corporation.

                      Section 7.     Other Duties and Authorities.  Each
            officer, employee and agent shall have such other duties and
            authorities  as may  be conferred  on them  by the  Board of
            Directors.

                      Section 8.     Removal.     Any  officer   may  be
            removed at any  time by the Board of Directors.   A contract
            of  employment for  a definite  term shall  not prevent  the
            removal of any officer, but this provision shall not prevent
            the making of a contract of  employment with any officer and
            shall  have no  effect upon  any cause  of action  which any
            officer  may have  as a  result of  removal in  breach of  a
            contract of employment.

                                     ARTICLE IV
                          DEPOSITORIES, SIGNATURE AND SEAL


                      Section 1.     Depositories.    All funds  of  the
            Company shall  be deposited  in the name  of the  Company in
            such depository  or depositories as the  Board may designate
            and shall  be drawn  out on checks,  drafts or  other orders
            signed by  such officer,  officers, agent  or agents  as the
            Board may from time to time authorize.

                      Section 2.     Contracts.  All contracts and other
            instruments shall be signed on behalf  of the Company by the
            Chairman of  the Board or  by such other  officer, officers,
            agent  or agents,  as the  Board from  time to  time may  by
            resolution provide.

                      Section 3.     Seal.   The  corporate seal  of the
            Company shall be as follows:

                      The seal  may be manually affixed  to any document
            or may be lithographed or otherwise  printed on any document
            with the  same force and  effect as if  it had  been affixed


                                       <PAGE>





            manually.    The signature  of  the  Secretary or  Assistant
            Secretary shall  attest the seal and  may be a  facsimile if
            and to the extent permitted by law.





















































                                       <PAGE>





                                      ARTICLE V
                                   STOCK TRANSFERS


                      Section 1.     Form and Execution of Certificates.
            The certificates of  shares of capital stock  of the Company
            shall be  in such form  as may be  approved by the  Board of
            Directors and shall be signed by  the Chairman of the Board,
            the President  or a Vice-President  and by the  Secretary or
            any Assistant  Secretary or the  Treasurer or  any Assistant
            Treasurer, provided that any such  certificate may be signed
            by  the  facsimile  signature of  either  or  both  of  such
            officers imprinted thereon if the same is countersigned by a
            transfer  agent of  the Company,  and provided  further that
            certificates bearing the facsimile of  the signature of such
            officers imprinted thereon shall be valid in all respects as
            if such person or persons were  still in office, even though
            such officer or officers shall have died or otherwise ceased
            to be officers.

                      Section 2.     Transfers  of  Shares.   Shares  of
            stock in the  corporation shall be transferable  only on the
            books of the Company by proper transfer signed by the holder
            of record thereof or by a person duly authorized to sign for
            such holder of record.  The Company or its transfer agent or
            agents shall be authorized to refuse any transfer unless and
            until it  is furnished  such evidence  as it  may reasonably
            require showing that the requested transfer is proper.


                      Section 3.     Lost,    Destroyed     or    Stolen
            Certificates.   Where  the holder  of record  of a  share or
            shares  of   stock  of  the  Corporation   claims  that  the
            certificate representing said share has been lost, destroyed
            or wrongfully  taken, the Board shall  by resolution provide
            for the issuance of a certificate to replace the original if
            the holder of record so requests  before the corporation has
            notice that the certificate has been acquired by a bona fide
            purchaser, files with the corporation a sufficient indemnity
            bond, and  furnishes evidence of  such loss,  destruction or
            wrongful  taking satisfactory  to  the  corporation, in  the
            reasonable  exercise  of  its discretion.    The  Board  may
            authorize  such officer  or  agent as  it  may designate  to
            determine the sufficiency  of such an indemnity  bond and to
            determine  reasonably the  sufficiency  of  the evidence  of
            loss, destruction or wrongful taking.

                      Section 4.     Transfer Agent and  Registrar.  The
            Board may (but shall not be  required to) appoint a transfer


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            agent or agents and a registrar  or registrars to transfers,
            and  may  require  that  all  stock  certificates  bear  the
            signature of such  transfer agent or of  such transfer agent
            and registrar.

                                     ARTICLE VI
                            INDEMNIFICATION OF DIRECTORS


                      Section 1.     Actions  Against  Directors.    The
            Corporation shall indemnify to  the fullest extent permitted
            by the  Georgia Business  Corporation Code,  any individual,
            made  a party  to a  proceeding (as  defined in  the Georgia
            Business Corporation Code) because he is  or was a director,
            against  liability  (as  defined  in  the  Georgia  Business
            Corporation Code),  incurred in the proceeding,  if he acted
            in  a manner  he believed  in  good faith  to be  in or  not
            opposed to the best interests of the Corporation and, in the
            case of any criminal proceeding, he  had no reasonable cause
            to believe his conduct was unlawful.



                      Section 2.     Advance for  Expenses of Directors.
            The Corporation  shall pay for  or reimburse  the reasonable
            expenses  incurred  by  a  director who  is  a  party  to  a
            proceeding if:

                      (a)  The  director  furnishes  the  Corporation  a
                         written affirmation  of his  good faith  belief
                         that he  has met  the standard  of conduct  set
                         forth in Section 1 above; and

                      (b)  The  director  furnishes  the  Corporation  a
                         written undertaking, executed personally on his
                         behalf  to   repay  any   advances  if   it  is
                         ultimately determined that  he is  not entitled
                         to indemnification.

                      The written undertaking  required by paragraph (b)
            above  must  be  an  unlimited  general  obligation  of  the
            director but need not be secured and may be accepted without
            reference to financial ability to make repayment.

                                     ARTICLE VII
                                 AMENDMENT OF BYLAWS


                      Section 1.     Amendment.   Except as  provided in
            Article X of the Company's  Articles of Incorporation, these
            bylaws  may  be altered,  amended,  repealed  or new  bylaws


                                       <PAGE>





            adopted by the Board of Directors by the affirmative vote of
            a majority  of all  directors then  holding office,  but any
            bylaws adopted  by the  Board of  Directors may  be altered,
            amended,  repealed,  or  any  new   bylaws  adopted  by  the
            shareholders by  the affirmative vote  of a majority  of all
            shares entitled  to vote  at any annual  meeting or  by like
            vote at any special meeting when notice of any such proposed
            alteration, amendment,  repeal or  addition shall  have been
            given in the  notice of any such meeting.   The shareholders
            may prescribe that any bylaw or bylaws adopted by them shall
            not  be  altered,  amended  or  repealed  by  the  Board  of
            Directors.

                                    ARTICLE VIII
                                BUSINESS COMBINATIONS


                      Section 1.     Election   of    Georgia   Business
            Combination Statute.  All requirements of Sections 14-2-1131
            through 14-2-1133 of the  Georgia Business Corporation Code,
            as may  be in effect from  time to time, shall  apply to all
            "business combinations" (as defined  in Section 14-2-1131 of
            the Georgia Business Corporation Code as in effect from time
            to time) involving the Company.

                                     ARTICLE IX
                                  RETIREMENT POLICY


                      Section 1.     Retirement of Directors.  No member
            of  the  Board  of  Directors  of   the  Company  will  seek
            reelection to the  Board after the normal  expiration of his
            or her  term in office after  reaching the age of  70 years.
            In addition, the Chief Executive Officer of the Company will
            resign as a Director effective with  the annual meeting next
            following  his or  her  65th  birthday, notwithstanding  the
            expiration of his or her then current term of office.

                      Section 2.     Retirement  of   Officers.    Those
            persons occupying  the position  of corporate  or divisional
            officers of  the Company, including  but not limited  to the
            Chairman of  the Board, President, Senior  Vice President or
            Vice President, will be expected to retire at the end of the
            month following  his or her  65th birthday,  consistent with
            applicable laws.







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