Exhibit 3.2
                   AMENDED AND RESTATED BYLAWS

                               OF

                     JOHN H. HARLAND COMPANY

               AS AMENDED THROUGH FEBRUARY 1, 1999




                            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, 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,  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<PAGE>




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 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
                                2<PAGE>




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  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
                                3<PAGE>




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,  adopt  a  resolution  calling  a
special meeting of the shareholders and fixing a record date  for
such meeting, in  accordance with Section  6(a) of  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 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
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
                                4<PAGE>




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 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
                                5<PAGE>




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. The number

of Directors  that  shall  constitute the  full  Board  shall  be
determined from time to time exclusively  by the Board by a  vote
of not  less  than 75%  of  the Directors  then  in office.    No
decrease in the number of Directors shall shorten the term of  an
incumbent Director.  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.
                                6<PAGE>





          Section 3.     Meetings of the Directors.  The Board of

Directors shall meet  each year  at such  time and  place as  the
Board may provide, and  the Board may  by resolution provide  for
the time and place of other  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  mail
or by telephone, facsimile or in person at least two days  before
the meeting,  to each  Director, except  that no  notice need  be
given of regular meetings fixed by  the resolution of the  Board.
Any Director  may  waive  notice,  either  before  or  after  the
meeting, and shall be deemed to  have waived notice if he or  she
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, 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,  (5)
approve a plan  of merger not  requiring shareholder approval  or
(6) appoint another committee  of the Board.   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.

          Section 7.     Compensation.   An annual  retainer,  as

well as a fee  and reimbursement for  expenses for attendance  at
meetings of,  or  service  on, the  Board  of  Directors  or  any

                                7<PAGE>




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  IX  of  the  Articles   of
Incorporation.

          Section 9.     Telephone Conference Meetings.   Members

of the  Board of  Directors or  any committee  of the  Board  may
participate in a meeting  of the Board or  committee by means  of
telephone conference or similar communications equipment by means
of which all persons participating in  the meeting can hear  each
other, and participation in a meeting pursuant to this Section  9
shall constitute presence in person at such meeting.

                           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  or Senior  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.

                                8<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 Company.

          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.

































                                9<PAGE>




                           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
President or by such other officer, officers, agent or agents, as
the President  from time  to time  may provide  by delegation  of
authority.

          Section 3.     Seal.  The corporate seal of the Company

shall read  as follows:     _John  H. Harland  Company,  Atlanta,
Georgia, Corporate Seal 1923._  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 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.

                            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 Company  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

                               10<PAGE>




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
Company 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
Company has notice that  the certificate has  been acquired by  a
bona  fide  purchaser,  files  with  the  Company  a   sufficient
indemnity bond, and furnishes evidence of such loss,  destruction
or wrongful taking satisfactory to the Company, 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 agent  or
agents and a registrar  or registrars, and  may require that  all
stock certificates bear the signature  of such transfer agent  or
of such transfer agent and registrar.


                           ARTICLE VI
                         INDEMNIFICATION


          Section 1.     Mandatory Indemnification.  The  Company

shall indemnify to  the fullest extent  permitted by the  Georgia
Business Corporation Code, and to the extent that applicable  law
from time to time in effect shall permit indemnification that  is
broader than is  provided in these  Bylaws, then  to the  maximum
extent authorized  by  law, any  individual  made a  party  to  a
proceeding (as defined in the Georgia Business Corporation  Code)
because he  or  she is  or  was a  Director  or an  executive  or
corporate officer, against liability  (as defined in the  Georgia
Business Corporation Code), incurred in the proceeding, if he  or
she conducted himself  or herself  in good  faith and  reasonably
believed such conduct was in or not opposed to the best interests
of the Company and, in the case of any criminal proceeding, he or
she had no reasonable cause to believe such conduct was unlawful.

          Section 2.     Advance for Expenses.  The Company shall

pay for  or  reimburse  the reasonable  expenses  incurred  by  a
Director or any such  officer who is a  party to a proceeding  in
advance of the final disposition of the proceeding if:

          (a)  Such  person  furnishes  the  Company  a   written
            affirmation of his  or her good faith belief that  he

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            or she has met  the standard of conduct set forth  in
            Section 1 above; and

          (b)  Such  person  furnishes  the  Company  a   written
            undertaking,  executed  personally  on  his  or   her
            behalf  to repay  any advances  if it  is  ultimately
            determined  that  he  or  she  is  not  entitled   to
            indemnification.

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

          Section 3.  Indemnification  Not Exclusive.  The  right

to indemnification  and  the  payment  of  expenses  incurred  in
defending a  proceeding  in  advance  of  its  final  disposition
conferred in this Article VI shall not be exclusive of any  other
right which any person  may have or  hereafter acquire under  any
statute, provision of the Articles of Incorporation, provision of
these Bylaws, agreement,  vote of  shareholders or  disinterested
Directors or otherwise.

          Section 4.     Amendment or  Repeal.    Any  repeal  or

modification of the foregoing provisions of this Article VI shall
not adversely affect  any right  or protection  hereunder of  any
person in respect of any act  or omission occurring prior to  the
time of such repeal or modification.


                           ARTICLE VII
                       AMENDMENT OF BYLAWS


          Section 1.     Amendment.    Except   as  provided   in

Article IX  of the  Company's  Articles of  Incorporation,  these
Bylaws may be altered, amended, repealed or new Bylaws 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



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          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 (but excluding the Chairman
of the Board) will seek reelection to the Board after the  normal
expiration of his or her term in office after reaching the age of
72 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 President, Executive or
Senior Vice  President  or  Vice  President  (but  excluding  the
Chairman of the Board), 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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