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                    BELLSOUTH CORPORATION


                  ARTICLES OF INCORPORATION


                              

                 Incorporated Under the Laws

                   of the State of Georgia

                     on October 13, 1983


                              

                              
 Amended and Restated by the Board of Directors February 23,
                            1998
      Filed with the Secretary of State March 12, 1998
                              
           Amended by Shareholders April 27, 1998
        Filed with the Secretary of State May 8, 1998

                              













                                     Secretary's Department
                                     19A01 Campanile Building
                                     1155 Peachtree Street, N.E.
                                     Atlanta, Georgia  30309-3610
                              
                              
                              
                              
                    AMENDED AND RESTATED
                  ARTICLES OF INCORPORATION
                             OF
                    BELLSOUTH CORPORATION


                             1.

    The name of the Corporation is BellSouth Corporation.

                             2.

     The Corporation is organized pursuant to the provisions
   of the Georgia Business Corporation Code.

                             3.

    The Corporation shall have perpetual duration.

                             4.

     The  purposes  for which the Corporation  is  organized
   are:

        (1)   To  act as a holding company for the stock  of
        companies   engaged  in  the  telephone  and   other
        communications businesses; and

        (2)   To  conduct  any business and  engage  in  any
        activities    not   specifically    prohibited    to
        corporations for profit under the laws of the  State
        of  Georgia; and the Corporation shall have all  the
        powers  necessary  to  conduct such  businesses  and
        engage  in  such  activities,  including,  but   not
        limited  to,  the powers enumerated in  the  Georgia
        Business Corporation Code or any amendment thereto.

                             5.

     The  aggregate  number of shares  of  stock  which  the
   Corporation  is  authorized  to  issue  is  2,300,000,000
   shares,  consisting  of 2,200,000,000  shares  of  Common
   Stock  having a par value of $1 per share and 100,000,000
   shares of First Preferred Stock having a par value of  $1
   per share.

     The  Common Stock shall be deemed to be stock  entitled
   to  vote  within the meaning of any of the provisions  of
   the  laws  of  the State of Georgia, and each  holder  of
   Common Stock shall, at every meeting of stockholders,  be
   entitled  to  one vote, in person or by proxy,  for  each
   share of such stock held by such holder.

     The  authorized but unissued shares of First  Preferred
   Stock  and Common Stock shall be available for issue  and
   sale  at any time and from time to time, either in  whole
   or  in  part, and upon such terms and conditions and  for
   such  consideration, not less than the par value thereof,
   as  may  be  provided by the Board of  Directors  of  the
   Corporation  or,  if  authorized by the  By-laws  of  the
   Corporation,  the Executive Committee  of  the  Board  of
   Directors.

      The   Corporation  may  issue  fractional  shares   in
   connection  with any dividend reinvestment plan  and  for
   any  other legitimate corporate purposes permitted by the
   Georgia Business Corporation Code.

      The   following  is  a  description  of   the   terms,
   provisions,    preferences,   rights,   voting    powers,
   restrictions  and  limitations  of  the  First  Preferred
   Stock:

     A.   Dividends  on the First Preferred Stock  shall  be
   cumulative.

     B.   The  First Preferred Stock shall rank superior  to
   the  Common  Stock  both as to the payment  of  dividends
   (other  than dividends payable solely in shares of Common
   Stock) and as to amounts distributable upon the voluntary
   or involuntary liquidation of the Corporation.

     C.  At any time after full cumulative dividends for all
   previous  dividend periods shall have been  paid  on  the
   First  Preferred  Stock and each  other  class  of  stock
   ranking superior to or in parity with the First Preferred
   Stock  as  to dividends, and after declaring  and  making
   provision  for  the  payment in  full  of  the  quarterly
   dividends  for the current dividend period on  the  First
   Preferred Stock and on each other class of stock  ranking
   superior  to or in parity with the First Preferred  Stock
   as  to dividends, and after all requirements with respect
   to  any purchase, retirement or sinking fund or funds for
   all  series  of the First Preferred Stock and each  other
   class of stock ranking superior to or in parity with  the
   First Preferred Stock have been complied with, then,  but
   not  prior  thereto, out of any funds of the  Corporation
   lawfully  available therefor, dividends may  be  declared
   and  paid on the class or classes of stock junior to  the
   First  Preferred Stock as to dividends,  subject  to  the
   respective  terms and provisions applying  thereto.   The
   provisions  of this paragraph shall not be applicable  to
   dividends  payable solely in shares of  Common  Stock  to
   holders  of  the  Common  Stock.   If  at  any  time  the
   Corporation  shall fail to pay full cumulative  dividends
   on  any  shares of the First Preferred Stock  or  on  any
   other  class  of stock ranking superior to or  in  parity
   with  the  First Preferred Stock, or if at any  time  the
   Corporation  shall be in default under  the  requirements
   with  respect to any purchase, retirement or sinking fund
   or  funds applicable to any series of the First Preferred
   Stock or any other class of stock ranking superior to  or
   in  parity  with  the First Preferred  Stock,  thereafter
   until such dividends shall have been paid or declared and
   set   apart  for  payment  and  any  other  such  default
   remedied, the Corporation shall not purchase, redeem,  or
   otherwise  acquire for consideration any  shares  of  any
   class  of  stock then outstanding and ranking  in  parity
   with or junior to the First Preferred Stock.

     D.   In  the  event  of  any voluntary  or  involuntary
   liquidation   of  the  Corporation,  after   payment   or
   provision  for payment of the debts and other liabilities
   of  the Corporation, after making provision for preferred
   stock  superior  to  the  First  Preferred  Stock  as  to
   payments upon liquidation and before any distribution  to
   the  holders  of  the  Common Stock  or  any  subordinate
   preferred stock, the holders of each series of the  First
   Preferred Stock shall be entitled to receive out  of  the
   net  assets of the Corporation an amount in cash for each
   share  equal  to the amount fixed and determined  by  the
   Board  of Directors in the resolution providing  for  the
   issuance  of  the  particular series of  First  Preferred
   Stock, plus all dividends accumulated and unpaid on  each
   such  share of First Preferred Stock up to the date fixed
   for distribution, and no more.  If the amount payable  to
   the  holders of the First Preferred Stock cannot be  paid
   in  full,  the  holders of the shares of First  Preferred
   Stock  shall share ratably in any distribution of  assets
   in  proportion to the sums which would have been paid  to
   them  upon  such  distribution if  all  sums  payable  to
   holders  of the First Preferred Stock and all classes  of
   stock in parity with the First Preferred Stock were  paid
   and  discharged  in  full.   For  the  purposes  of  this
   paragraph,   the   voluntary  sale,  conveyance,   lease,
   exchange  or  transfer  of all or substantially  all  the
   property  or assets of the Corporation or a consolidation
   or  merger  of  the Corporation with one  or  more  other
   corporations  (whether  or not  the  Corporation  is  the
   corporation surviving such consolidation or merger) shall
   not   be   deemed  to  be  a  voluntary  or   involuntary
   liquidation.

     E.   For purposes hereof, any class or classes of stock
   shall  be  deemed  to  rank (i)  superior  to  the  First
   Preferred  Stock,  either  as  to  dividends  or  as   to
   distributions  in  liquidation, if the  holders  of  such
   class  or  classes shall be entitled to  the  receipt  of
   dividends or to the receipt of amounts distributable upon
   liquidation or the Corporation, as the case  may  be,  in
   preference  or  priority  to the  holders  of  the  First
   Preferred  Stock; (ii) in parity with the First Preferred
   Stock,  either as to dividends or as to distributions  in
   liquidation, whether or not the dividend rates,  dividend
   payment  dates  or redemption or liquidation  prices  per
   share  thereof  be  different from  those  of  the  First
   Preferred Stock, if the holders of such class or  classes
   of stock shall be entitled to the receipt of dividends or
   to  the receipt of amounts distributable upon liquidation
   of  the Corporation, as the case may be, in proportion to
   their  respective  dividend rates or liquidation  prices,
   without  preference or priority one over the  other  with
   respect to the holders of the First Preferred Stock;  and
   (iii)  junior to the First Preferred Stock, either as  to
   dividends or as to distributions in liquidation,  if  the
   rights  of the holders of such class or classes shall  be
   subject  or  subordinate to the rights of the holders  of
   the  First  Preferred  Stock in  respect  of  receipt  of
   dividends  (other  than dividends payable  in  shares  of
   Common  Stock) or to the receipt of amounts distributable
   upon liquidation of the Corporation, as the case may be.

     F.   All  shares  of  First Preferred  Stock  shall  be
   identical  except  that the Board  of  Directors  of  the
   Corporation is hereby expressly authorized and  empowered
   to  divide  the First Preferred Stock into  one  or  more
   series, and, prior to the issuance of any of such  shares
   in  any  particular series, to fix and determine, in  the
   manner provided by law, the following provisions of  such
   series:

        (a)  The distinctive designation of such series and the
          number of shares to be
          included in such series;

        (b)  The rate of dividend, the times of payment and the date
          from which the
          dividends shall be accumulated;

        (c)   Whether shares can be redeemed and, if so, the
          redemption price and the
          terms and conditions of redemption;

        (d)   The amount payable upon shares in the event of
          voluntary or involuntary
          liquidation;

        (e)  Purchase, retirement or sinking fund provisions, if
          any, for the redemption
          or purchase of shares;

        (f)   The  terms and conditions, if  any,  on  which
          shares may be converted;

        (g)  Whether or not shares have voting rights, and the
          extent of any such
         voting rights, which rights may include, without
         limitation, the right to
         vote generally with the Common Stock for the
         election of members of the
         Board of Directors and on other matters and/or the
         right, either generally
         or upon the occurrence of specified circumstances,
         to vote specially as a
         class for the election of one or more members of
         the Board of Directors;
         and

        (h)  Any other preferences, rights, restrictions and
          qualifications of shares of
          such  class or series, permitted by law and  these
          Articles of Incorporation.

     G.  After the Board of Directors of the Corporation has
   established  a  series in accordance with  the  terms  of
   applicable  law and these Articles of Incorporation,  the
   Board of Directors may at any time and from time to  time
   increase  or  decrease the number of shares contained  in
   such  series, but not below the number of shares  thereof
   then issued, by adopting a resolution making such change.

     H.   Each  share  of First Preferred  Stock  within  an
   individual series shall be identical in all respects with
   the  other shares of such series, except as to the  date,
   if any, from which dividends thereon shall accumulate.

             5A.  SERIES A FIRST PREFERRED STOCK

   Designation and Amount.  There shall be a series  of  the
   First  Preferred  Stock designated  as  "Series  A  First
   Preferred Stock".  The number of shares constituting such
   series shall be 30,000,000 and such series shall have the
   preferences,  limitations and relative rights  set  forth
   below.

    Section 1.  Dividends and Distributions.

     (A)   Subject to the prior and superior rights  of  the
   holders  of  any  shares  of any other  series  of  First
   Preferred Stock or any other shares of preferred stock of
   the  Corporation ranking prior and superior to the shares
   of  Series  A  First  Preferred  Stock  with  respect  to
   dividends, each holder of one one-hundredth (1/100) of  a
   share  (a "Unit") of Series A First Preferred Stock shall
   be  entitled to receive, when, as and if declared by  the
   Board  of  Directors out of funds legally  available  for
   that purpose, (i) quarterly dividends payable in cash  on
   the  first  day of January, April, July, and  October  in
   each  year  (each  such date being a "Quarterly  Dividend
   Payment   Date"),  commencing  on  the  first   Quarterly
   Dividend  Payment Date after the first issuance  of  such
   Unit of Series A First Preferred Stock, in an amount  per
   Unit  (rounded to the nearest cent) equal to the  greater
   of   (a)  $.63  or  (b)  subject  to  the  provision  for
   adjustment hereinafter set forth, the aggregate per share
   amount  of all cash dividends declared on shares  of  the
   Common  Stock  of  the Corporation, par value  $1.00  per
   share   (the   "Common  Stock"),  since  the  immediately
   preceding  Quarterly  Dividend  Payment  Date,  or,  with
   respect  to  the first Quarterly Dividend  Payment  Date,
   since  the  first issuance of a Unit of  Series  A  First
   Preferred  Stock, and (ii) subject to the  provision  for
   adjustment hereinafter set forth, quarterly distributions
   (payable in kind) on each Quarterly Dividend Payment Date
   in  an  amount per Unit equal to the aggregate per  share
   amount  of  all non-cash dividends or other distributions
   (other than a dividend payable in shares of Common  Stock
   or  a  subdivision  of the outstanding shares  of  Common
   Stock,  by  reclassification or  otherwise)  declared  on
   shares  of  Common Stock since the immediately  preceding
   Quarterly Dividend Payment Date, or, with respect to  the
   first  Quarterly Dividend Payment Date, since  the  first
   issuance of a Unit of Series A First Preferred Stock.  In
   the  event  that the Corporation shall at any time  after
   November  27, 1989, (the "Rights Declaration  Date")  (i)
   declare  any  dividend on outstanding  shares  of  Common
   Stock  payable in shares of Common Stock, (ii)  subdivide
   outstanding  shares  of Common Stock,  or  (iii)  combine
   outstanding shares of Common Stock into a smaller  number
   of  shares, then in each such case, the amount  to  which
   the  holder  of a Unit of Series A First Preferred  Stock
   was entitled immediately prior to such event pursuant  to
   the  preceding sentence shall be adjusted by  multiplying
   such  amount by a fraction, the numerator of which  shall
   be  the  number  of  shares  of  Common  Stock  that  are
   outstanding  immediately  after  such  event,   and   the
   denominator  of which shall be the number  of  shares  of
   Common  Stock that were outstanding immediately prior  to
   such event.

     (B)   The  Corporation  shall  declare  a  dividend  or
   distribution  on Units of Series A First Preferred  Stock
   as  provided in paragraph (A) above immediately after  it
   declares  a  dividend or distribution on  the  shares  of
   Common Stock (other than a dividend payable in shares  of
   Common  Stock); provided, however, that, in the event  no
   dividend or distribution shall have been declared on  the
   Common  Stock  during  the period between  any  Quarterly
   Dividend  Payment Date and the next subsequent  Quarterly
   Dividend Payment Date, a dividend of $.63 per Unit on the
   Series  A  First  Preferred Stock shall  nevertheless  be
   payable  on  such  subsequent Quarterly Dividend  Payment
   Date.

     (C)   Dividends  shall begin to  accrue  and  shall  be
   cumulative  on  each outstanding Unit of Series  A  First
   Preferred Stock from the Quarterly Dividend Payment  Date
   next  preceding  the date of issuance  of  such  Unit  of
   Series  A  First  Preferred Stock,  unless  the  date  of
   issuance of such Unit is prior to the record date for the
   first  Quarterly Dividend Payment Date,  in  which  case,
   dividends  on  such Unit shall begin to accrue  from  the
   date  of  issuance of such Unit, or unless  the  date  of
   issuance  is a Quarterly Dividend Payment Date  or  is  a
   date  after  the  record date for  the  determination  of
   holders  of  Units  of  Series A  First  Preferred  Stock
   entitled to receive a quarterly dividend and before  such
   Quarterly  Dividend  Payment Date,  in  either  of  which
   events  such  dividends  shall begin  to  accrue  and  be
   cumulative  from  such Quarterly Dividend  Payment  Date.
   Accrued  but  unpaid dividends shall not  bear  interest.
   Dividends paid on Units of Series A First Preferred Stock
   in  an amount less than the aggregate amount of all  such
   dividends  at the time accrued and payable on such  Units
   shall be allocated pro rata on a unit-by-unit basis among
   all  Units of Series A First Preferred Stock at the  time
   outstanding.   The Board of Directors may  fix  a  record
   date  for the determination of holders of Units of Series
   A  First Preferred Stock entitled to receive payment of a
   dividend  or distribution declared thereon, which  record
   date  shall  be no more than 30 days prior  to  the  date
   fixed for the payment thereof.

     Section  2.   Voting Rights.  The holders of  Units  of
   Series  A  First Preferred Stock shall have the following
   voting rights:

      (A)    Subject   to  the  provision   for   adjustment
   hereinafter  set  forth,  each Unit  of  Series  A  First
   Preferred Stock shall entitle the holder thereof  to  one
   vote   on  all  matters  submitted  to  a  vote  of   the
   shareholders  of  the  Corporation.   In  the  event  the
   Corporation   shall  at  any  time   after   the   Rights
   Declaration  Date (i) declare any dividend on outstanding
   shares of Common Stock payable in shares of Common Stock,
   (ii)  subdivide  outstanding shares of Common  Stock,  or
   (iii) combine the outstanding shares of Common Stock into
   a  smaller number of shares, then in each such  case  the
   number  of  votes per Unit to which holders of  Units  of
   Series  A First Preferred Stock were entitled immediately
   prior to such event shall be adjusted by multiplying such
   number by a fraction, the numerator of which shall be the
   number  of shares of Common Stock outstanding immediately
   after  such event and the denominator of which  shall  be
   the   number  of  shares  of  Common  Stock   that   were
   outstanding immediately prior to such event.

     (B)  Except as otherwise provided herein or by law, the
   holders  of Units of Series A First Preferred  Stock  and
   the holders of shares of Common Stock shall vote together
   as  one  class  on all matters submitted  to  a  vote  of
   shareholders of the Corporation.

     (C)   (i)   If  at any time dividends on any  Units  of
   Series A First Preferred Stock shall be in arrears in  an
   amount  equal  to six quarterly dividends  thereon,  then
   during   the  period  (a  "default  period")   from   the
   occurrence  of such event until such time as all  accrued
   and  unpaid dividends for all previous quarterly dividend
   period  and for the current quarterly dividend period  on
   all   Units  of  Series  A  First  Preferred  Stock  then
   outstanding  shall have been declared  and  paid  or  set
   apart for payment, all holders of Units of Series A First
   Preferred Stock, voting separately as a class, shall have
   the right to elect two Directors.

        (ii)   During any default period, such voting rights
   of the holders of Units of Series A First Preferred Stock
   may  be  exercised initially at a special meeting, called
   pursuant to subparagraph (iii) of this Section 3(C) or at
   any  annual  meeting of shareholders, and  thereafter  at
   annual  meetings of shareholders, provided  that  neither
   such  voting rights nor any right of the holders of Units
   of Series A First Preferred Stock to increase, in certain
   cases,   the  authorized  number  of  Directors  may   be
   exercised  at  any  meeting  unless  one-third   of   the
   outstanding  Units of Series A Preferred Stock  shall  be
   present  at  such  meeting in person or  by  proxy.   The
   absence of a quorum of the holders of Common Stock  shall
   not affect the exercise by the holders of Units of Series
   A  First  Preferred Stock of such rights.  At any meeting
   at  which  the holders of Series A First Preferred  Stock
   shall  exercise  such  voting right initially  during  an
   existing  default  period, they  shall  have  the  right,
   voting separately as a class, to elect Directors to  fill
   two  vacancies  in the Board of Directors,  if  any  such
   vacancies  may then exist, or, if such right is exercised
   at  an  annual  meeting, to elect two Directors.  If  the
   number  which  may be so elected at any  special  meeting
   does  not  amount to the required number, the holders  of
   the  Series A First Preferred Stock shall have the  right
   to make such increase in the number of Directors as shall
   be  necessary  to  permit the election  by  them  of  the
   required number.  After the holders of Units of Series  A
   First Preferred Stock shall have exercised their right to
   elect Directors during any default period, the number  of
   Directors  shall not be increased or decreased except  as
   approved  by a vote of the holders of Units of  Series  A
   First  Preferred Stock as herein provided or pursuant  to
   the rights of any equity securities ranking senior to the
   Series A First Preferred Stock.

         (iii)   Unless  the  holders  of  Series  A   First
   Preferred Stock shall, during an existing default period,
   have previously exercised their right to elect Directors,
   the  Board of Directors may order, or any stockholder  or
   shareholders owning in the aggregate not less  than  two-
   thirds  of  the total number of Units of Series  A  First
   Preferred  Stock outstanding may request in writing,  the
   calling  of a special meeting of the holders of Units  of
   Series  A  First  Preferred Stock,  which  meeting  shall
   thereupon  be called by the Secretary of the Corporation.
   Notice of such meeting and of any annual meeting at which
   holders  of Units of Series A First Preferred  Stock  are
   entitled  to  vote  pursuant to this  paragraph  (C)(iii)
   shall  be  given  to each holder of record  of  Units  of
   Series A First Preferred Stock by mailing a copy of  such
   notice to him at his last address as the same appears  on
   the  books  of  the Corporation.  Such meeting  shall  be
   called for a time not earlier than 30 days and not  later
   than  50  days  after such order or request  or,  if  the
   Corporation is in default of the calling of such  meeting
   within  50 days after such order or request, such meeting
   may  be  called  on similar notice by any stockholder  or
   shareholders owning in the aggregate not less  than  two-
   thirds of the total number of outstanding Units of Series
   A First Preferred Stock.

        (iv)   During  any default period,  the  holders  of
   shares  of  Common  Stock and Units  of  Series  A  First
   Preferred Stock, and other classes or series of stock  of
   the  Corporation,  if applicable, shall  continue  to  be
   entitled to elect all the Directors until the holders  of
   Units  of  Series  A  First Preferred  Stock  shall  have
   exercised their right to elect two Directors voting as  a
   separate class, after the exercise of which right (x) the
   Directors so elected by the holders of Units of Series  A
   First  Preferred  Stock shall continue  in  office  until
   their  successors shall have been elected by such holders
   or  until the expiration of the default period,  and  (y)
   any  vacancy  in  the Board of Directors may  (except  as
   provided  in  paragraph (C)(ii) of this  Section  3)  and
   filled  by  vote of a majority of the remaining Directors
   theretofore  elected  by  the holders  of  the  class  of
   capital  stock  which elected the Director  whose  office
   shall  have become vacant.  References in this  paragraph
   (C)  to  Directors elected by the holders of a particular
   class of capital stock shall include Directors elected by
   such  Directors to fill vacancies as provided  in  clause
   (y) of the foregoing sentence.

        (v)   Immediately upon the expiration of  a  default
   period, (x) the right of the holders of Units of Series A
   First  Preferred  Stock  as a  separate  class  to  elect
   Directors  shall  cease, (y) the term  of  any  Directors
   elected  by  the  holders  of Units  of  Series  A  First
   Preferred Stock as a separate class shall terminate,  and
   (z)  the number of Directors shall be such number as  may
   be  provided  for in the Articles or By-Laws irrespective
   of  any  increase  made  pursuant to  the  provisions  of
   paragraph  (C)(ii) of this Section 3 (such  number  being
   subject,  however,  to change thereafter  in  any  manner
   provided  by  law  or in the Articles or  By-Laws).   Any
   vacancies  in  the  Board of Directors  effected  by  the
   provisions  of  clauses  (y) and  (z)  in  the  preceding
   sentence  may  be filled by a majority of  the  remaining
   Directors.

        (vi)   The  provisions of this paragraph  (C)  shall
   govern  the election of Directors by holders of Units  of
   Series  A First Preferred Stock during any default period
   notwithstanding  any provisions of the  Articles  to  the
   contrary.

     (D)   Except as set forth herein, holders of  Units  of
   Series  A  First  Preferred Stock shall have  no  special
   voting  rights  and their consent shall not  be  required
   (except  to  the extent they are entitled  to  vote  with
   holders  of  Shares of Common Stock as set forth  herein)
   for taking any corporate action.

    Section 3.  Certain Restrictions.

      (A)   Until  all  accrued  and  unpaid  dividends  and
   distributions,  whether or not declared,  on  outstanding
   Units  of Series A First Preferred Stock shall have  been
   paid in full, the Corporation shall not:

        (i)   declare  or pay dividends on, make  any  other
   distributions  on,  or  redeem or purchase  or  otherwise
   acquire for consideration any shares of junior stock;

        (ii)   declare or pay dividends on or make any other
   distributions  on  any  shares of  parity  stock,  except
   dividends  paid  ratably  on  Units  of  Series  A  First
   Preferred  Stock and shares of all such parity  stock  on
   which  dividends are payable or in arrears in  proportion
   to  the total amounts to which the holders of such  Units
   and all such shares are then entitled;

        (iii)   redeem or purchase or otherwise acquire  for
   consideration  shares  of  any  parity  stock,  provided,
   however,  that  the Corporation may at any  time  redeem,
   purchase  or otherwise acquire shares of any such  parity
   stock in exchange for shares of any junior stock;

          (iv)    purchase   or   otherwise   acquire    for
   consideration  any  Units  of Series  A  First  Preferred
   Stock, except in accordance with a purchase offer made in
   writing or by publication (as determined by the Board  of
   Directors) to all holders of such Units.

     (B)  The Corporation shall not permit any subsidiary of
   the  Corporation  to  purchase or otherwise  acquire  for
   consideration  any  shares of stock  of  the  Corporation
   unless the Corporation could, under paragraph (A) of this
   Section  4, purchase or otherwise acquire such shares  at
   such time and in such manner.

     Section  4.  Reacquired Shares.  Any Units of Series  A
   First Preferred Stock purchased or otherwise acquired  by
   the  Corporation  in any manner whatsoever  shall  become
   Treasury shares.

    Section 5.  Liquidation, Dissolution or Winding Up.

     (A)   Upon  any  voluntary or involuntary  liquidation,
   dissolution   or  winding  up  of  the  Corporation,   no
   distributions shall be made (i) to the holders of  shares
   of  junior stock unless the holders of Units of Series  A
   First  Preferred  Stock shall have received,  subject  to
   adjustment as hereinafter provided in paragraph (B),  the
   greater of either (a) $.01 per Unit plus an amount  equal
   to   accrued   and  unpaid  dividends  and  distributions
   thereon,  whether or not declared, to the  date  of  such
   payment, or (b) an amount per unit equal to the aggregate
   per  share amount to be distributed to holders of  shares
   of  Common  Stock  or (ii) to the holders  of  shares  of
   parity    stock,    unless    simultaneously    therewith
   distributions are made ratably on Units of Series A First
   Preferred Stock and all other shares of such parity stock
   in  proportion to the total amounts to which the  holders
   of  Units  of Series A First Preferred Stock are entitled
   under  clause  (i)(a) of this sentence and to  which  the
   holders  of shares of such parity stock are entitled,  in
   each  case, upon such liquidation, dissolution or winding
   up.

     (B)   In  the event the Corporation shall at  any  time
   after  the  Rights  Declaration  Date  (i)  declare   any
   dividend on outstanding shares of Common Stock payable in
   shares of Common Stock, (ii) subdivide outstanding shares
   of  Common Stock, or (iii) combine outstanding shares  of
   Common  Stock  into a smaller number of shares,  then  in
   each such case, the aggregate amount to which holders  of
   Units  of  Series A First Preferred Stock  were  entitled
   immediately prior to such event pursuant to clause (i)(b)
   of  paragraph (A) of this Section 6 shall be adjusted  by
   multiplying  such amount by a fraction, the numerator  of
   which shall be the number of shares of Common Stock  that
   are  outstanding immediately after such  event,  and  the
   denominator  of which shall be the number  of  shares  of
   Common  Stock that were outstanding immediately prior  to
   such event.

     Section  6.  Consolidation, Merger, etc.  In  case  the
   Corporation  shall enter into any consolidation,  merger,
   combination or other transaction in which the  shares  of
   Common  Stock are exchanged for or converted  into  other
   stock or securities, cash and/or any other property, then
   in any such case, Units of Series A First Preferred Stock
   shall  at  the  same time be similarly exchanged  for  or
   converted  into  an  amount  per  Unit  (subject  to  the
   provision for adjustment hereinafter set forth) equal  to
   the  aggregate amount of stock, securities,  cash  and/or
   any other property (payable in kind), as the case may be,
   into  which  or for which each share of Common  Stock  is
   converted  or  exchanged.  In the event  the  Corporation
   shall  at any time after the Rights Declaration Date  (i)
   declare  any  dividend on outstanding  shares  of  Common
   Stock  payable in shares of Common Stock, (ii)  subdivide
   outstanding  shares  of Common Stock,  or  (iii)  combine
   outstanding shares of Common Stock into a smaller  number
   of  shares, then in each such case, the amount set  forth
   in the immediately preceding sentence with respect to the
   exchange  or  conversion  of  Units  of  Series  A  First
   Preferred  Stock  shall be adjusted by  multiplying  such
   amount by a fraction, the numerator of which shall be the
   number  of  shares of Common Stock that  are  outstanding
   immediately  after  such event, and  the  denominator  of
   which shall be the number of shares of Common Stock  that
   were outstanding immediately prior to such event.

     Section  7.  Redemption.  The units of Series  A  First
   Preferred Stock shall not be redeemable.

     Section  8.   Ranking.  The Units  of  Series  A  First
   Preferred Stock shall rank junior to all other series  of
   the  Preferred Stock and to any other class of  preferred
   stock that hereafter may be issued by the Corporation  as
   to  the  payment  of  dividends and the  distribution  of
   assets,  unless  the terms of any such  series  or  class
   shall provide otherwise.

      Section   9.   Amendment.   The  Articles  shall   not
   hereafter  be amended, either directly or indirectly,  or
   through merger or consolidation with another corporation,
   in  any  manner  that would alter or change  the  powers,
   preferences  or  special rights of  the  Series  A  First
   Preferred  Stock  so as to affect them adversely  without
   the affirmative vote of the holders of a majority or more
   of  the  outstanding Units of Series  A  First  Preferred
   Stock, voting separately as a class.

     Section  10.   Fractional Shares.  The Series  A  First
   Preferred Stock may be issued in Units or other fractions
   of  a  share, which Units or fractions shall entitle  the
   holder, in proportion to such holder's fractional shares,
   to exercise voting rights, receive dividends, participate
   in  distributions, and to have the benefit of  all  other
   rights of holders of Series A First Preferred Stock.

     Section 11.  Certain Definitions.  As used herein  with
   respect  to  the  Series  A First  Preferred  Stock,  the
   following terms shall have the following meanings:

     (A)  The term "junior stock" (i) as used in Section  4,
   shall mean the Common Stock and any other class or series
   of  capital stock of the Corporation hereafter authorized
   or  issued over which the Series A First Preferred  Stock
   has   preference  or  priority  as  to  the  payment   of
   dividends, and (ii) as used in Section 6, shall mean  the
   Common  Stock  and any other class or series  of  capital
   stock  of the Corporation over which the Series  A  First
   Preferred  Stock  has  preference  or  priority  in   the
   distribution of assets on any liquidation, dissolution or
   winding up of the Corporation.

     (B)  The term "parity stock" (i) as used in Section  4,
   shall   mean  any  class  or  series  of  stock  of   the
   Corporation  hereafter authorized or issued ranking  pari
   passu  with  the  Series A First Preferred  Stock  as  to
   dividends, and (ii) as used in Section 6, shall mean  any
   class or series of stock of the Corporation ranking  pari
   passu  with  the Series A First Preferred  Stock  in  the
   distribution of assets on any liquidation, dissolution or
   winding up.

                     5B.  TREASURY STOCK

         Shares of stock of the Corporation which have  been
   issued, have been subsequently acquired by and belong  to
   the  Corporation  and have not been  canceled,  shall  be
   designated  treasury shares, and shall be  deemed  to  be
   issued but not outstanding.

                             6.

     No  holder of shares of stock of the Corporation of any
   class  shall have or be entitled to any preemptive rights
   to  subscribe  for  or to purchase any  shares  or  other
   securities issued by the Corporation.

                             7.

     Subject  to  the  provisions of  the  Georgia  Business
   Corporation Code, the Board of Directors shall  have  the
   power  to  distribute  a portion of  the  assets  of  the
   Corporation, in cash or in property, to holders of shares
   of  the  Corporation out of the capital  surplus  of  the
   Corporation.

                             8.

     The  Corporation shall have the full power to  purchase
   and otherwise acquire, and dispose of, its own shares and
   securities  granted by the laws of the State  of  Georgia
   and  shall have the right to purchase its shares  out  of
   its unreserved and unrestricted capital surplus available
   therefor   as   well  as  out  of  its   unreserved   and
   unrestricted earned surplus available therefor.

                             9.

     The  Corporation shall not commence business  until  it
   shall have received not less than $500 in payment for the
   issuance of its shares.

                             10.

   I.  As used in this Article 10, the term:

          (1)  "Affiliate" means a person that directly,  or
          indirectly  through  one or  more  intermediaries,
          controls, or is controlled by, or is under  common
          control with, a specified person.

          (2)  "Announcement date" means  the  date  of  the
          first  general public announcement of the proposal
          of the business combination.

          (3)   "Associate,"  when  used   to   indicate   a
          relationship with any person, means:

              (A)  Any  corporation  or organization,  other
              than  the corporation or a subsidiary  of  the
              corporation,  of  which  such  person  is   an
              officer,  director,  or  partner  or  is   the
              beneficial owner of l0 percent or more of  any
              class of equity securities;

              (B)  Any  trust or other estate in which  such
              person has a beneficial interest of 10 percent
              or  more, or as to which such person serves as
              trustee  or  in a similar fiduciary  capacity;
              and

              (C) Any relative or spouse of such person,  or
              any  relative of such spouse, who has the same
              home as such person.

          (4)  "Beneficial  owner"  --  a  person  shall  be
          considered  to  be  the beneficial  owner  of  any
          equity securities:

              (A)  Which such person or any of such person's
              affiliates  or  associates owns,  directly  or
              indirectly;

              (B)  Which such person or any of such person's
              affiliates   or   associates,   directly    or
              indirectly, has:

                 (i)  The  right  to acquire,  whether  such
                 right  is exercisable immediately  or  only
                 after the passage of time, pursuant to  any
                 agreement, arrangement, or understanding or
                 upon  the  exercise  of conversion  rights,
                 exchange  rights, warrants or  options,  or
                 otherwise; or

                 (ii)  The  right  to vote pursuant  to  any
                 agreement,  arrangement, or  understanding;
                 or

              (C)  Which  are owned, directly or indirectly,
              by  any other person with which such person or
              any  of such person's affiliates or associates
              has    any    agreement,    arrangement,    or
              understanding  for the purpose  of  acquiring,
              holding,   voting,  or  disposing  of   equity
              securities.

          (5) "Business combination" means:

              (A)  Any  merger  of  the corporation  or  any
              subsidiary with (i) any interested shareholder
              or  (ii) any other corporation, whether or not
              itself an interested shareholder, which is, or
              after the merger would be, an affiliate of  an
              interested  shareholder that was an interested
              shareholder prior to the consummation  of  the
              transaction;

              (B) Any share exchange with (i) any interested
              shareholder  or  (ii) any  other  corporation,
              whether    or   not   itself   an   interested
              shareholder,  which  is, or  after  the  share
              exchange   would  be,  an  affiliate   of   an
              interested  shareholder that was an interested
              shareholder prior to the consummation  of  the
              transaction;

              (C)   Any  sale,  lease,  transfer,  or  other
              disposition,  other   than  in  the   ordinary
              course of business, in one transaction or in a
              series of transactions in any 12 month period,
              to any interested shareholder or any affiliate
              of  any interested shareholder, other than the
              corporation or any of its subsidiaries, of any
              assets  of  the corporation or any  subsidiary
              having,  measured at the time the  transaction
              or  transactions are approved by the board  of
              directors  of  the corporation,  an  aggregate
              book  value as of the end of the corporation's
              most  recently  ended  fiscal  quarter  of  10
              percent  or  more  of the net  assets  of  the
              corporation  as  of  the end  of  such  fiscal
              quarter;

              (D)   The   issuance  or   transfer   by   the
              corporation,   or  any  subsidiary,   in   one
              transaction or a series of transactions in any
              12  month period, of any equity securities  of
              the  corporation or any subsidiary which  have
              an aggregate market value of 5 percent or more
              of  the  total market value of the outstanding
              common and preferred shares of the corporation
              whose   shares  are  being  issued,   to   any
              interested shareholder or any affiliate of any
              interested   shareholder,   other   than   the
              corporation or any of its subsidiaries, except
              pursuant to the exercise of warrants or rights
              to purchase securities offered pro rata to all
              holders of the corporation's voting shares  or
              any   other   method  affording  substantially
              proportionate  treatment  to  the  holders  of
              voting shares;

              (E)  The adoption of any plan or proposal  for
              the   liquidation   or  dissolution   of   the
              corporation in which anything other than  cash
              will  be received by an interested shareholder
              or an affiliate of any interested shareholder;
              or

              (F)   Any   reclassification  of   securities,
              including   any   reverse  stock   split,   or
              recapitalization  of the corporation,  or  any
              merger  of  the corporation with  any  of  its
              subsidiaries, or any share exchange  with  any
              of  its  subsidiaries, which has  the  effect,
              directly or indirectly, in one transaction  or
              a  series  of  transactions in  any  12  month
              period, of increasing by 5 percent or more the
              proportionate amount of the outstanding shares
              of any class or series of equity securities of
              the  corporation  or any subsidiary  which  is
              directly  or indirectly beneficially owned  by
              any interested shareholder or any affiliate of
              any interested shareholder.

          (6)  "Continuing director" means any member of the
          board  of  directors who is not  an  affiliate  or
          associate of an interested shareholder or  any  of
          its  affiliates, other than the corporation or any
          of  its  subsidiaries, and who was a  director  of
          the  corporation prior to the determination  date,
          and  any successor to such continuing director who
          is   not  an  affiliate  or  an  associate  of  an
          interested  shareholder or any of its  affiliates,
          other  than  the corporation or its  subsidiaries,
          and  is  recommended or elected by a  majority  of
          all of the continuing directors.

          (7)  "Control," including the terms "controlling,"
          "controlled by," and "under common control  with,"
          means  the possession, directly or indirectly,  of
          the  power to direct or cause the direction of the
          management  and  policies  of  a  person,  whether
          through  the  ownership of voting  securities,  by
          contract,   or   otherwise,  and  the   beneficial
          ownership  of  shares representing 10  percent  or
          more  of  the  votes entitled  to  be  cast  by  a
          corporation's  voting  shares  shall   create   an
          irrebuttable presumption of control.

          (8)  "Corporation," in addition to the  definition
          contained  in  Georgia Business  Corporation  Code
          Section  14-2-140, shall include any trust merging
          with  a  domestic corporation pursuant to  Georgia
          Business Corporation Code Section 53-12-59.

          (9)  "Determination date" means the date on  which
          an   interested   shareholder  first   became   an
          interested shareholder.

          (10) "Fair market value" means:

               (A)  In  the case of securities, the  highest
               closing   sale  price,  during   the   period
               beginning    with    and    including     the
               determination date and for 29 days  prior  to
               such   date,  of  such  a  security  on   the
               principal  United States securities  exchange
               registered under the Securities Exchange  Act
               of  1934 on which such securities are listed,
               or,  if such securities are not listed on any
               such  exchange,  the  highest  closing  sales
               price  or, if none is available, the  average
               of  the highest bid and asked prices reported
               with respect to such a security, in each case
               during  the 30 day period referred to  above,
               on  the  National Association  of  Securities
               Dealers, Inc., Automatic Quotation System, or
               any  system  then  in use,  or,  if  no  such
               quotations  are  available, the  fair  market
               value  on  the  date in question  of  such  a
               security  as determined in good  faith  at  a
               duly called meeting of the board of directors
               by  a  majority  of  all  of  the  continuing
               directors,  or,  if there are  no  continuing
               directors,  by the entire board of directors;
               and

               (B)  In  the  case  of  property  other  than
               securities,  the fair market  value  of  such
               property   on   the  date  in   question   as
               determined  in  good faith at a  duly  called
               meeting  of  the  board  of  directors  by  a
               majority  of all of the continuing directors,
               or, if there are no continuing directors,  by
               the   entire  board  of  directors   of   the
               corporation.

          (11)  "Interested shareholder" means  any  person,
          other  than  the corporation or its  subsidiaries,
          that:

               (A)  Is the beneficial owner of 10 percent or
               more  of  the voting power of the outstanding
               voting shares of the corporation; or

                                      (B)  Is an affiliate of
               the  corporation and, at any time within  the
               two-year period immediately prior to the date
               in  question, was the beneficial owner of  10
               percent  or more of the voting power  of  the
               then   outstanding  voting  shares   of   the
               corporation.

              For  the  purpose  of  determining  whether  a
               person  is  an  interested  shareholder,  the
               number   of  voting  shares  deemed   to   be
               outstanding  shall not include  any  unissued
               voting  shares which may be issuable pursuant
               to    any    agreement,    arrangement,    or
               understanding, or upon exercise of conversion
               rights, warrants or options, or otherwise.

              (12)  "Net assets" means the amount by which the
          total  assets of the corporation exceed the  total
          debts of the corporation.
    
          (13)  "Voting  shares" means  shares  entitled  to
          vote generally in the election of directors.

                             11.

   No  director  of the Corporation shall be liable  to  the
   Corporation or its shareholders for monetary damages  for
   any action taken, or any failure to take any action, as a
   director, except for liability (i) for any appropriation,
   in  violation  of  his  or her duties,  of  any  business
   opportunity  of  the  Corporation,  (ii)  for   acts   or
   omissions  which  involve  intentional  misconduct  or  a
   knowing  violation  of  law,  (iii)  for  the  types   of
   liability  set forth in Section 14-2-832 of  the  Georgia
   Business  Corporation Code, or (iv) for  any  transaction
   from  which  the  director received an improper  personal
   benefit.


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