Exhibit 3.2

                     AMENDED AND RESTATED BYLAWS

                                 OF

                      JOHN H. HARLAND COMPANY

                AS AMENDED THROUGH JANUARY 13, 1998




                               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, 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.

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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 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

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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 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

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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) 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

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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 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 constitute the full Board.

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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 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


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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.

	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.


<PAGE>

	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.

	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.


<PAGE>

	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 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
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 agent or agents and a


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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 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


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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
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, 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.