BELLSOUTH CORPORATION

       Incorporated under the Laws

         of the State of Georgia

      on October l3, l983 Adopted

            October 24, l983

                    

                    

                    

                    

            BY-LAWS
          As Amended

        April 28, 1997














          Secretary Department 
          19A01 Campanile Building
          1155 Peachtree Street, N.E. 
          Atlanta, Georgia  30309-3610
         
         
         
         
          CONTENTS


    Article I......Shareholders 
    Article II.....Directors
    Article III....Officers
    Article IV.....Stock
    Article V......Business Combinations
    Article VI.....Seal
    Article VII....Indemnity
    Article VIII...Amendment of By-laws 

                            BYLAWS

                              OF

                     BELLSOUTH CORPORATION

                           ARTICLE I

                         Shareholders

   Section  l.  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 on such date and at such time  and
place  as  the  Board  of Directors may by resolution
provide. Notice of any nominations of persons for election to
the  Board of  Directors or of any other business to be
brought before  an annual  meeting  of  shareholders by  a
shareholder  must  be provided  in  writing to the Secretary
of the  Corporation  not later than the close of business on
the sixtieth (60th) day nor earlier  than  the close of
business on the  one  hundred  and twentieth (120th) day prior
to the date of the meeting.   Such shareholder's notice shall
set forth (a) as to each person whom the shareholder proposes
to nominate for election 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 (including such person's written consent to being
named in  the  Proxy  Statement as a nominee  and  to serving
as  a director  if  elected, and evidence reasonably
satisfactory  to the  Company  that  such nominee has no
interests  that  would limit  their ability to fulfill their
duties of office; (b)  as to  any  other business that the
shareholder proposes to  bring before the meeting, a brief
description of the business desired to  be  brought before the
meeting, the reasons for  conducting such  business at the
meeting and any material interest in such business of such
shareholder and the beneficial owner, if  any, on  whose
behalf  the proposal is made;  and  (c)  as  to  the
shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i)
the name and  address  of  such  shareholder,  as  they  
appear  on the Corporation's books, and of such beneficial 
owner and (ii) the class  and  number of shares of the 
Corporation that are owned beneficially  and held of record 
by such shareholder and  such beneficial owner.

    Section  2.  Special  Meeting.  A  special  meeting  of
the shareholders  may  be  called at  any  time  by  the  Board of
Directors  or the Chief Executive Officer and shall  be called
upon  written  request  to  the  Chief  Executive Officer or
Secretary, signed by the holders of at least two-thirds of
the outstanding  shares  entitled to vote  at  such  meeting.
Such written  request  shall specify the time  and  purpose of
the proposed meeting.

  Section 3. Notice of Meetings of Shareholders. Written
notice of  each meeting of shareholders, stating the place and
time of the  meeting, shall be mailed to each shareholder
entitled  to vote at such meeting at such shareholder's
address shown on the records  of the Corporation not less than
thirty nor more  than fifty  days  prior  to such meeting. If
the  notice  is  for  a special  meeting, the notice shall
also include the purpose  or purposes  for which the special
meeting is  being  called  and shall indicate that the notice
is being issued by  or  at  the direction  of  the  person  or
persons  calling  the meeting. Failure to receive notice of
any meeting of shareholders  shall not  invalidate the
meeting. Notice of any meeting may be given by  or  at  the
direction of the Chairman, the President,  the Secretary or by
the person or persons calling such meeting.

    Section  4. Quorum; Required Shareholder Vote. A quorum
for the  transaction of business at any meeting of the
shareholders shall  exist  when  the  holders of forty  per
centum  of  the outstanding shares entitled to vote are
represented  either  in person or by proxy. At any duly
constituted meeting, or at  any adjournment  thereof, the
affirmative vote of the  majority  of the  shares represented
at the meeting and entitled to vote  on the subject matter
shall be the act of the shareholders, unless a
greater  vote  is  required  by  law,  by  the  Articles  of
Incorporation or by these By-laws. The holders of a majority
of the  voting  shares represented at a meeting may  adjourn
such meeting  to  another time or place despite  the  absence
of  a quorum.

   Section 5. Ballots. All elections by shareholders shall be by
ballot.

   Section 6. Proxies. A shareholder may vote either in person
or  by  a  proxy  which such shareholder has duly executed  in
writing.

   Section  7. Inspectors of Elections. The Board of
Directors, in  advance  of  any shareholders' meeting,
shall  appoint an Inspector  or  Inspectors  to  act  at  
the  meeting   or any adjournment, thereof. Any vacancy 
may be filled by appointment of the Board in advance of the
meeting or at the meeting by the person presiding thereat.

                          ARTICLE II
                               
                           Directors
                               
     Section l. Power of Directors. The Board of Directors
shall direct  the  management  of the business  and  affairs
of the Corporation  and  may  exercise  all  of  the  powers 
of the Corporation, subject to any restrictions imposed by law, 
by the Articles of Incorporation or by these By-laws.

   Section  2. Composition of the Board. The Board of
Directors of the Corporation shall consist of twelve (12)
natural persons of  the age of eighteen years or over.  The
Directors shall  be divided into three classes (of at least
three directors  each), as  nearly equal in number of
directors as possible,  with  the term of each class to be
three years.  Each Director shall hold office for the term for
which elected, which term shall end  at an  Annual Meeting  of
Shareholders, and until  his  successor shall have  been
elected and qualified, or until  his  earlier retirement,
resignation, removal from office, or  death. The
authorized  number of directors may be increased  or decreased
from  time to time by vote of a majority of the then
authorized number  of directors or by the affirmative vote of
the  holders of  at  least  75%  of the voting power of all
shares  of  the Corporation  entitled  to vote
generally  in  the  election  of directors,  voting  together
as  a  single  class;   provided, however, that such number
shall not be less than nine.

   Section  3.  Election  of Chairman of  the  Board  and
Vice Chairmen  of the Board.  The Board of Directors may elect
from among  their number a Chairman of the Board, and may also
elect from among their number a Vice Chairman or Vice Chairmen
of the Board  (referred  to in these By-laws as a "Vice
Chairman"  or "Vice Chairmen").

    Section 4. Chairman of the Board.  The Chairman of the
Board (referred to in these By-laws as the "Chairman") shall
preside, when  present,  at all meetings of the Board of
Directors  and shall  have  such other powers and duties as
may  be  conferred upon or assigned to the Chairman by the
Board of Directors.

  Section 5. Vice Chairmen of the Board.  The Vice Chairman
(or if  there  be  more than one Vice Chairman, the  Vice
Chairman designated  by  the Chairman) of the Board,  shall
preside  at meetings  of  the  Board of Directors in  the
absence  of  the Chairman and at meetings of the Shareholders
in the absence  of the  Chief  Executive  Officer, and shall
perform  such  other duties as the Board or Chairman may
assign.

     Section 6. Meetings of the Board; Notice of Meetings;
Waiver of  Notice.  The Annual Meeting of the Board of Directors,
for the  purpose  of electing officers and transacting  such other
business  as may be brought before the meeting, shall be  held
each  year  immediately  following the Annual Meeting  of  the
shareholders. Regular meetings shall be held at such times
and places  as  the Board of Directors or Committees may
determine, and  no  notice of such regular meetings need be
given. Special meetings of the Board of Directors may be
called at any time by the  Chief  Executive Officer or by any
two  members  of  the Executive Committee, and shall be called
by the Chief Executive Officer or the Secretary  upon request
in writing signed by two or more directors and specifying the
purpose or purposes of the meeting.  Notice of the time and
place of such special meetings shall  be  given to each
Director, in person or by first  class mail,  telegraph,
cablegram or telephone, or by any other means customary  for
expedited business communications, at least  two (2)  days  
before  the meeting.  Neither  the  business  to  be 
transacted at, nor the purpose of, any meeting of the 
Board  of Directors need be stated in the notice of such 
meeting.

   Section 7. Quorum; Vote Requirement. One-third of the
number of Directors fixed in these By-laws at any time shall
constitute  a  quorum for the transaction of  business at  any
meeting.  When a quorum is present, the vote of a majority  of
the  Directors  present  shall be  the  act  of the  Board  of
Directors,  unless a greater vote is required by  law,  by
the Articles of Incorporation or by these Bylaws.

   Section  8.  Action  of Board Without  Meeting.  Any action
required or permitted to be taken at a meeting of the
Board  of Directors  or  any  committee thereof may be  taken
without  a meeting  if  written  consent,  setting  forth the
action  so taken,is  signed by all the Directors or committee
members  and filed  with  the  minutes of the proceedings of
the  Board  of Directors or committee. Such consent shall have
the same  force and  effect  as a unanimous affirmative vote
of  the  Board  of Directors or committee, as the case may be.

   Section 9. Committees. The Board of Directors, by
resolution adopted  by  a majority of all of the Directors, 
may designate from  among  its  members  an  Executive  
Committee and  other committees,  each composed of three (3) 
or more Directors, and may  fix the quorum thereof. Any 
committee so designated shall serve at the pleasure of and 
may exercise such authority as is delegated by the Board of 
Directors, provided that no committee shall  have  the  
authority  of the  Board  of Directors to (1)  approve or 
propose to shareholders action required  to be approved  
by shareholders, (2) fill vacancies on the board  of
directors  or on any of its committees, (3) amend the
Articles of  Incorporation,  (4)  adopt, amend, or repeal  By-
laws,  or (5)   approve  a  plan  of  merger  not requiring
shareholder approval.

   Section  l0.  Executive Committee. The  Executive Committee
shall  consist of the Chairman and the President and such
other Directors as are designated from time to time by the
Board  of Directors.  The  Chief  Executive  Officer may
designate an Alternate  Chairman  who shall preside during  
the absence or disability of the Chief Executive  Officer. The
Executive Committee shall, except as otherwise provided herein, 
by law or by resolution of the Board of Directors, have all the
authority of  the  Board  of Directors during the intervals
between  the meetings of the Board of Directors.

   Section  ll. Vacancies. A vacancy occurring in the Board
of Directors  by  reason  of the removal  of  a  Director  by
the shareholders  shall  be  filled by  the  shareholders, or,
if authorized by the shareholders, by the remaining Directors.
Any other  vacancy occurring in the Board of Directors,
including, without  limitation,  any vacancy occurring  by
reason  of  an amendment  to these By-laws increasing the
number of Directors, may  be  filled  by the affirmative vote
of a majority  of  the remaining Directors, though less than a
quorum of the Board  of Directors,  or, if  the vacancy is not
so  filled,  or  if  no director remains, by the shareholders.
A Director  elected  to fill  a vacancy  shall  serve for the 
unexpired  term  of  his predecessor in office or, if such 
vacancy occurs by  reason of an   amendment  to  these  By-laws  
increasing  the number  of Directors,  until  the  next  
election  of Directors  by   the shareholders  and  the  
election  and  qualification   of the successor.

   Section l2. Telephone Conference Meetings.  Members  of the
Board of Directors, or any committee designated by the Board of 
Directors,  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 shall
constitute presence in person at such meeting.

   Section l3. Removal of Directors.  Subject to the rights
of the holders of any series of Preferred Stock then outstanding,
any  director, or all directors, may be removed from office at
any  time, with or without cause, only by the affirmative vote
of  the  holders  of at least 75% of the voting  power  of all
shares  of  the Corporation entitled to vote generally in  the
election of directors, voting together as a single class.

                          ARTICLE III
                               
                           Officers
                               
     Section  l.  Executive  Structure.  The  officers  of
the Corporation  shall  be elected by the Board  of Directors
and shall  consist of a Chairman of the Board, if there be
one,  a President,  a Vice Chairman or Vice Chairmen of the
Board,  if there  be any and if elected as an officer or
officers  of  the Corporation, such number of Executive Vice
Presidents and  Vice Presidents  as the Board of Directors
shall from time  to  time determine,  a Secretary, a Treasurer,
a  Controller  and  such other officers  or  assistant officers
as may  be  elected  or appointed  by the Board of Directors.
The Board shall designate either  the  Chairman or the
President as the Chief  Executive Officer  of the Corporation
and may designate a Chief Operating Officer. Each officer shall
hold office for the term for  which such  officer  has  been
elected or appointed  and  until  such officer's  successor has
been elected  or  appointed  and  has qualified, or until such
officer's earlier resignation, removal from  office, or death.
Any two or more offices may be held  by the
same  person,  except that neither the  Chairman  nor  the
President shall serve as Secretary or Assistant Secretary.

   Section  2.  Chief  Executive Officer. The  Chief Executive
Officer  shall, under the direction of the Board of Directors,
have   responsibility  for  the  general directionof   the
Corporation's  business,  policies  and  affairs.   The Chief
Executive Officer shall preside, when present, at all meetings
of  the  shareholders  and  at all meetings  of  the
Executive Committee.  The Chief Executive Officer shall have
such  other authority and perform such other duties as usually
appertain to the   chief executive office in business
corporations or as  are provided by the Board of Directors. 
The Chief Executive Officer shall  be empowered at any time 
and from time to time to  issue and promulgate rules, regulations 
and directives  relating to the conduct of the business and 
affairs of the Corporation, and the Secretary of the Corporation 
shall maintain  a  record  of such rules, regulations and 
directives.

   Section  3.  Chief Operating Officer. If there be  one,
the Chief Operating Officer shall, under the direction of the Chief
Executive Officer, have  direct  superintendence of the
Corporation's business, policies, properties and  affairs. The
Chief  Operating  Officer shall have such  further powers  and
duties  as from time to time may be conferred upon or  assigned
to  such  officer  by  the  Board of Directors  or  the  Chief
Executive  Officer. In the absence or disability of  the  Chief
Executive  Officer, the Chief Operating Officer  shall  perform
the duties  and  exercise the powers of  the  Chief  Executive
Officer.

   Section  4. President. The President shall have such
powers and duties as from time to time may be conferred upon or
assigned to the President by the Board of Directors or the
Chief Executive Officer (if the President is  not  the Chief
Executive Officer).

  Section 5. Vice Presidents. The Executive Vice Presidents,
if any,  and Vice Presidents shall have such powers and duties
as from time to time may be conferred upon or assigned to them
by the  Board of Directors, the Chairman, or the  President.  An
Executive  Vice  President or other officer may be responsible
for the assignment of duties to subordinate Vice Presidents.

   Section 6. Secretary. The Secretary shall send all requisite
notices of  meetings  of  the  shareholders, the  Board
of Directors,  and  the Executive Committee. The  Secretary shall
attend   all  meetings  of  the  shareholders,  the  Board of
Directors, and the Executive Committee, and shall keep  a true
and  faithful  record of the proceedings. The  Secretary shall
have  custody  of  the  seal of the  Corporation,  and of  all
records,  books,  documents,  and papers  of  the Corporation,
except those required to be in the custody of the Treasurer  or
the  Controller and except such subsidiary records  as  may  be
kept  in  departmental offices. The Secretary  shall  sign  and
execute all documents  which  require  his signature and 
execution, and shall affix the seal of the Corporation thereto 
and  attest the same when necessary.  Assistant  Secretaries
shall have such of the authority and perform such of the
duties of  the  Secretary  as  may be provided  in  these  By
laws  or assigned to them by the Board of Directors or by the
Secretary. During  the Secretary's absence or inability, the  
Secretary's authority  and  duties  shall be possessed  by  
such Assistant Secretary  or Assistant Secretaries as the Board 
of Directors, or the Secretary  with the approval of the Chairman,  
or the President may designate.

    Section  7. Treasurer. The Treasurer shall receive and
have charge of all funds and securities of the Corporation. The
Treasurer  shall  deposit  the  funds  to  the  credit  of the
Corporation in such depositories as shall be approved from time
to  time  by  the  Chairman, the President, the Executive  Vice
President or Vice President responsible for financial  matters,
or  the  Treasurer, and the Treasurer shall disburse  the  same
only  on written approval of the Controller or the Controller's
duly  authorized representative, or under such other rules  and
regulations and upon such other disbursement instruments as the
Chairman or  the  Executive Vice President or  Vice  President
responsible  for financial matters may adopt or authorize. The
Treasurer  shall  keep full and regular books showing  all the
Treasurer's receipts and disbursements.  Assistant  Treasurers
shall have such of the authority and perform such of the
duties of  the  Treasurer  as  may be provided  in  these  By
laws  or assigned to them by the Board of Directors or by the
Treasurer. During  the Treasurer's absence or inability, the  
Treasurer's authority  and  duties  shall be possessed  by  
such Assistant Treasurer or Assistant Treasurers as the Board 
of Directors, or the  Treasurer upon the approval of the 
Chairman, the President or the officer  responsible  for  
financial  matters,  may designate.  The  Treasurer and each 
Assistant  Treasurer shall give  such  security  for  the  
faithful  performance  of such officer's duties as the Board 
of Directors may require.

   Section 8. Controller. The Controller shall be the principal
accounting  officer of the Corporation and shall  have  custody
and  charge  of all books of account, except those required by
the  Treasurer in keeping record of the work of the Treasurer's
office,   and  shall  have  supervision  over  such subsidiary
accounting records as may be kept in departmental offices.  The
Controller shall have access to all books of account, including
the  records of the Secretary and the Treasurer, for  obtaining
information necessary to verify or complete the records of  the
Controller's  office.  The Controller  or  a  duly  authorized
representative   shall certify  to  the   authorizations
and approvals pertaining to all vouchers; and no payments from the
general  cash shall be made by the Treasurer except on vouchers
bearing the written approval of the Controller or an authorized
representative, unless the Board of Directors, the Chairman  or
other   officer  responsible  for  financial matters  provides
otherwise.  Assistant  Controllers  shall have  such  of
the authority  and perform such of the duties of the Controller as
may  be  provided in these By-laws or assigned to them  by
the Board   of   Directors  or  by  the  Controller.   During
the Controller's  absence or inability, the Controller's authority
and  duties shall be possessed by such Assistant Controller
or Assistant  Controllers  as  the  Board  of Directors,  or
the Controller upon the approval of the Chairman, the
President  or other officer responsible for financial matters
may designate.

     Section 9. Other Duties and Authority. Each officer,
employee and  agent of the Corporation shall have such other 
duties and authority as may be conferred upon such officer by the Board
of Directors  or  delegated to such officer by the Chairman,
the President or the responsible officer.

   Section 10. Removal of Officers. Any officer may be removed
at  any  time by the Board of Directors with or without
cause, and such vacancy may be filled by the Board of
Directors.

   Section ll. Appointed Officers. The Board of Directors, the
Chairman,  the  President,  or  the  officer  responsible for
administrative  matters  may,  from  time  to   time, appoint
individuals  to  serve in such designated  capacities  for the
Corporation (such as Vice President, Assistant Vice President,
Assistant   Secretary,   Assistant   Treasurer or   Assistant
Controller)  as  may  be  deemed  appropriate. Each  appointed
officer shall perform such duties and shall have such
authority as  shall be delegated to such officer from time to
time by the officer  of  the Corporation to whom such
appointed officer  is responsible.  Any duty or authority
delegated to any  appointed officer  pursuant  to this Section
may be  withdrawn,  with  or without  cause,  at any time by
the Board  of  Directors,  the Chairman,   the President,  the
officer responsible for administrative matters or such officer 
delegating such duty or authority to the appointed officer.

                          ARTICLE IV
                               
                             Stock
                               
   Section  l. Stock Certificates. The shares of stock  of the
Corporation shall be represented by certificates in  such form
as may be  approved  by  the  Board  of Directors,   which
certificates  shall  be signed or signed by  facsimile  by the
Chairman  or  President and the Secretary or  Treasurer or  an
Assistant  Secretary or Assistant Treasurer of the
Corporation; and which shall be sealed with the seal of the
Corporation or a facsimile  thereof. No share certificate
shall be issued  until the  consideration for the shares
represented thereby has  been fully paid or otherwise provided
for.

   Section  2.  Transfer  of Stock.  Shares  of  stock  of the
Corporation   shall  be  transferred  on  the  books   of the
Corporation  upon surrender to the Corporation of certificates
representing  the  shares to be transferred accompanied  by
an assignment in writing of such shares properly executed  by
the shareholder  of  record or such shareholder's  duly
authorized attorney-in-fact and with all taxes on the transfer
having been paid.   The Corporation may refuse any requested 
transfer until furnished  evidence satisfactory to it that  
such  transfer  is proper.  The Board of Directors may make 
such rules  concerning the issuance, transfer  and  registration  
of stock, the cancellation of stock  and  certificates,  and 
requirements regarding  the replacement of lost,  destroyed or  
wrongfully taken  stock certificates (including  any requirement  
of  an indemnity bond prior to issuance   of   any   replacement
certificate) as it deems appropriate.

    Section 3. Registered Shareholders. The Corporation may
deem and  treat  the holder of record of any stock as  the absolute
owner  for all purposes and shall not be required to take  any
notice of any right or claim of right of any other person.

   Section  4.  Record  Date. 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 purpose, the
Board of Directors  of the  Corporation may fix in advance a
date as the  record  date for  any such determination of
shareholders, such date  in  any case  to be  not more than
fifty days and, in the  case  of  a meeting of shareholders,
not less than ten days prior  to  the date on which   the
particular  action   requiring   such
determination of shareholders is to be taken.


                           ARTICLE V
                               
                     Business Combinations
                               
   Section  1.   All of the requirements within Article  11 of
Chapter  2  of  Title  14  of  the  Official  Code  of Georgia
Annotated,  in  the form enacted and amended by Georgia  Laws,
l985, Page 527, shall be applicable to business combinations
of the Corporation.


   Section  2.  All of the requirements within Article  11A of
Chapter 2 of Title 14 of the Official Code of Georgia
Annotated in  the  form enacted by Georgia Laws 1988, Page
158, shall  be applicable to business combinations of the
Corporation.


                          ARTICLE VI
                               
                               
                             Seal
                               
                               
   The  common  seal  of  the  Corporation  shall  bear within
concentric circles the words "BellSouth Corporation" with  the
word "Seal" in the center. The seal and its attestation may
be by facsimile.


                          ARTICLE VII
                               
                               
                           Indemnity

   Section 1. Any person who was or is a party or is
threatened to  be  made  a  party to any threatened, pending or completed
action, suit   or   proceeding,  whether   civil, criminal,
administrative or investigative (including any action by or in
the  right of the Corporation), by reason of the fact that
such person  is or was a director or officer of the
Corporation,  or is  or  was  serving  at the request of the
Corporation  as  a director or officer of another corporation,
partnership,  joint venture, trust or other enterprise, shall
be indemnified by the Corporation  against expenses (including
reasonable  attorney's fees), judgments, fines and amounts
paid in settlement actually and  reasonably incurred by such
person in connection with such action, suit or proceeding, to
the maximum extent permitted by, and in the manner provided
by, the Georgia Business Corporation Code.

   Section 2. The Board of Directors is expressly authorized
on behalf of the Corporation to enter indemnity agreements
between the Corporation and any director or officer of the
Corporation, or  any person serving at the request of the
Corporation  as  a director,  officer,  trustee, agent  or
fiduciary  of  another corporation, partnership, joint
venture, employee benefit plan, trust  or  enterprise, in form
and content  acceptable  to  the Board  and substantially in
the form of agreement submitted  to and approved  by  the
shareholders of the  Corporation.   Such agreements   may
provide that the Corporation shall indemnify such  persons
and  provide for procedural rights intended  to assure  that
appropriate indemnification is available  against expenses
(including  reasonable attorney's  fees),  judgments, fines
and  amounts paid in settlement actually and  reasonably
incurred  by such persons in connection with such action,
suit or  proceeding.  No indemnification may be made  for
liability (i) for any appropriation, in violation of a
director's duties, of  any business opportunity of the
Corporation, (ii) for  acts or omissions  not  in  good faith
or constituting  intentional misconduct or a knowing violation
of law, (iii) for  the types of  liability  set  forth in
Section 14-2-154  of  the Georgia Business  Corporation  Code,
or (iv) for any transaction  from which the person derived an
improper personal benefit.
                         ARTICLE VIII
                               
                     Amendment of By-laws
                               
   The  Board of Directors shall have the power to alter,
amend or  repeal  the By-laws or adopt new by-laws, but  any
by-laws adopted  by  the Board of Directors may be altered,
amended  or repealed  and  new  by-laws adopted by  the
shareholders.  The shareholders  may prescribe that any bylaw
or by-laws  adopted by  them,  including, without limitation,
a by-law establishing the  number  of  Directors, shall not be
altered,  amended  or repealed  by  the Board of Directors.
Action by  the  Board  of Directors  with respect to the By-
laws shall be  taken  by  an affirmative vote of a majority of
all of the Directors then  in office. Action by the
shareholders with respect to the By-laws shall be  taken  by
an affirmative vote of a majority  of  the shares entitled to
vote at an election of Directors.


    Notwithstanding the preceding sentence, the affirmative
vote of  the  holders  of at least 75% of the voting  power
of  all shares  of  the Corporation entitled to vote
generally  in  the election of directors, voting together as
a single class, shall be  required  to  amend  or  repeal, or
adopt  any  provision inconsistent with, Section 2 or l3 of
Article II of  these  By-
laws, or this sentence.