EXHIBIT 3.2

                                     BY-LAWS
                                       OF
                         COMMUNITY FIRST BANCORPORATION


                                    ARTICLE I

                                     OFFICES

         The principal  office of the Corporation in the State of South Carolina
shall be  located  in the City of  Walhalla,  in the  County  of  Oconee,  South
Carolina.  The Board of Directors shall have the power to change the location of
the  principal  office to any other  place  within the limits of Oconee  County,
South Carolina,  without the approval of the  shareholders but with the approval
of  supervisory  authorities.  The  Corporation  may have such other  offices or
branches,  within  the State of South  Carolina  as the Board of  Directors  may
designate or as the business of the  Corporation  may from time to time require,
without the approval of the  shareholders  but with the approval of  supervisory
authorities.

                                   ARTICLE II

                                  SHAREHOLDERS

         Section 1. ANNUAL  MEETING.  An annual meeting of  shareholders  of the
Corporation  shall be held  during each  calendar  year on such date and at such
time as shall be  designated  from  time to time by the Board of  Directors  and
stated in the notice of meeting.  At such meeting,  the shareholders shall elect
directors and transact such other business as may properly be brought before the
meeting.

         Section 2. SPECIAL MEETINGS. Special meetings of the Shareholders,  for
any purpose or purposes,  unless otherwise  prescribed by statute, may be called
by the President or by a majority of the Board of Directors, and shall be called
by the  President  at the request of the holders of not less than ten per centum
(10%) of all the outstanding  shares of the Corporation  entitled to vote at the
meeting.

         Section 3. PLACE OF MEETING.  The  Directors  may  designate any place,
either within or without the State,  unless otherwise  prescribed by statute, as
the place of meeting  for any annual or for any  special  meeting  called by the
Directors.  A waiver of notice signed by all Shareholders  entitled to vote at a
meeting may  designate  any place,  either  within or without the State,  unless
otherwise  prescribed by statute,  as the place for holding such meeting.  If no
designation is made or if a special  meeting be otherwise  called,  the place of
meeting shall be the principal office of the Corporation.

         Section 4. NOTICE OF MEETING.  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 not less
than ten (10) days nor more than sixty (60) days before the date of the meeting,
either  personally  or by mail,  by or at the  direction of the President or the
Secretary or the officer or persons calling the meeting.  If mailed, such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  Shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.

         When a meeting is adjourned,  for whatever reason, for thirty (30) days
or more,  notice of the  adjourned  meeting  shall be given as  provided by this
section.  Notice of a meeting  adjourned for less than thirty (30) days need not
be given if the time and place of the  adjourned  meeting are  announced  at the
meeting at which the  adjournment  is taken,  and at the  adjourned  meeting the
Corporation  may  transact  business  which  might have been  transacted  at the
meeting at which the adjournment was taken.

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         Section 5. CLOSING OF TRANSFER  BOOKS OR FIXING OF 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 Shareholders  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  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
(50) days and, in case of a meeting of Shareholders, not less than ten (10) days
prior to the date on which the particular  action,  requiring such determination
of  Shareholders,  is  to  be  taken.  If  no  record  date  is  fixed  for  the
determination  of Shareholders  entitled to notice of or to vote at a meeting of
Shareholders,  or Shareholders  entitled to receive  payment of a dividend,  the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
Resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  Shareholders.
When a  determination  of  Shareholders  entitled  to  vote  in any  meeting  of
Shareholders  has been made,  as provided in this  Section,  such  determination
shall  apply to any  adjournment  thereof,  unless a new record date is fixed in
accordance with the provisions of this Section 5.

         Section 6.  VOTING  LISTS.  The officer or agent  having  charge of the
stock transfer  books for shares of the  Corporation  shall,  in advance of each
meeting of Shareholders, prepare a complete list of the Shareholders entitled to
vote at any meeting of Shareholders or adjournment thereof.  Such lists shall be
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each Shareholder.  The requirement of a list shall be satisfied,  and no
list  need  be  prepared,  if the  record  of  Shareholders  readily  shows,  in
alphabetical  order or by alphabetical  index, and by classes or series, if any,
the  information  required  to  appear in a list of  Shareholders.  For a period
commencing upon the date when notice of the meeting is given,  and, in no event,
less  than  ten  (10)  days  prior  to the  date of the  meeting,  such  list of
Shareholders  shall be kept on file at the registered  office of the Corporation
or at its principal  place of business or at the office of its transfer agent or
registrar,  and shall be subject to  inspection by any  Shareholder  at any time
during usual business hours.

         Section 7.  NOMINATIONS  FOR DIRECTOR.  Nominations for election to the
Board of Directors  may be made by the Board of Directors or by any  Shareholder
of any outstanding  class of capital stock of the  Corporation  entitled to vote
for the  election  of  Directors.  Nominations,  other  than those made by or on
behalf of the existing  management of the Corporation,  shall be made in writing
and shall be delivered or mailed to the President of the  Corporation,  not less
than  fourteen  (14) days nor more than fifty (50) days prior to any  meeting of
Shareholders called for the election of Directors;  provided,  however,  that if
less than twenty-one (21) days' notice of the meeting is given to  Shareholders,
such nomination shall be mailed or delivered to the President of the Corporation
not later than the close of business on the seventh (7th) day following the date
on which the notice of meeting was mailed.  Such notification  shall contain the
following information to the extent known to the notifying Shareholder:  (a) the
name and address of each proposed nominee;  (b) the principal occupation of each
proposed  nominee;  (c) the  total  number of  shares  of  capital  stock of the
Corporation  that  will be voted  for each  proposed  nominee;  (d) the name and
residence address of the notifying Shareholder;  and (e) the number of shares of
capital stock of the Corporation owned by the notifying Shareholder. Nominations
not made in accordance  herewith may, in his  discretion,  be disregarded by the
President  of the  meeting,  and upon his  instructions,  the vote  tellers  may
disregard all votes cast for each such nominee.

         Section 8. QUORUM.  At any meeting of  Shareholders,  a majority of the
outstanding shares of the Corporation entitled to vote, represented in person or
by proxy,  shall constitute a quorum at a meeting of Shareholders.  If less than
said number of the outstanding  shares are represented at a meeting,  a majority
of the shares so  represented  may adjourn the meeting from time to time without
further notice.  At such adjourned meeting at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally notified. The Shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum.

         Section 9. PROXIES. At all meetings of Shareholders,  a Shareholder may
vote by proxy  executed  in writing by the  Shareholder  or his duly  authorized
attorney in fact,  but no officer or employee of this  Corporation  shall act as
proxy.  Proxies  shall be valid only for one meeting.  Such proxy shall be dated
and filed with the

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Secretary of the Corporation before or at the time of the meeting. The Secretary
shall file all  proxies in the  records of this  Corporation.  No proxy shall be
valid after eleven (11) months from the date of its execution.

         Section 10. VOTING OF SHARES.  Each outstanding  share entitled to vote
shall be  entitled  to one (1) vote upon each  matter  submitted  to a vote at a
meeting of Shareholders.

         Section 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of a Shareholder-corporation may be voted by such officer, agent, or proxy,
as the  by-laws  of such  Shareholder-  corporation  may  prescribe,  or, in the
absence  of such  provision,  as the  board of  directors  of such  Shareholder-
corporation may determine. In the absence of any such designation,  the chairman
of the board,  president,  any vice-president,  secretary,  and treasurer of the
Shareholder-corporation  shall be presumed to possess, in that order,  authority
to vote such shares,  unless prior to such vote, it appears, by a certified copy
of the by-laws or other  instrument  of the  Shareholder-corporation,  that such
authority  does not exist or is vested in some other officer or person.  In case
of conflicting representation of the  Shareholder-corporation,  the shares shall
be voted by the senior officer, in the order stated.

         Shares held by an administrator,  executor,  guardian, or committee may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Any other fiduciary,  upon proof  satisfactory to the Corporation
of his  authority to vote,  may vote shares which stand of record in the name of
the person for whom he is such fiduciary.

         A minor may vote,  in person or by proxy,  shares which stand of record
in his name, and may not thereafter disaffirm or avoid such vote.

         Shares  held by a person  as  custodian  for a minor  under  the  South
Carolina  Uniform Gifts to Minors Act may be voted by the custodian,  subject to
applicable provisions of that act.

         Shares  held by or under the  control  of a trustee  in  bankruptcy  or
receiver or  liquidator,  may be voted by him without the transfer  thereof into
his name if authority to do so is conferred by statute or is  authorized  by the
court which appointed such trustee, receiver, or liquidator. An assignee for the
benefit of  creditors  may vote  shares  standing  in the name of the  assignor,
unless otherwise provided in the instrument of assignment.

         A  Shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been  transferred on the records of the Corporation
into the name of the pledgee or a nominee of the  pledgee,  and  thereafter  the
pledgee  shall be entitled to vote the shares so long as they stand of record in
the pledgee's name.

         Shares  standing  in the  name of a  partnership  may be  voted  by any
partner and shares standing in the name of a limited partnership may be voted by
any general partner.

         Shares  standing in the name of a person as life tenant may be voted by
him, either in person or by proxy.

         Section 12. INFORMAL ACTION BY SHAREHOLDERS.  Any action required to be
taken at a meeting of the Shareholders or any other action which may be taken at
a meeting  of the  Shareholders  may be taken  without a meeting if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
Shareholders entitled to vote with respect to the subject matter thereof, and is
filed with the Secretary of the Corporation as part of the corporate records.

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                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. GENERAL POWERS.  The business and affairs of the Corporation
shall be managed by its Board of Directors.  Except as expressly limited by law,
all corporate powers of this Corporation shall be vested in and may be exercised
by the Board of Directors.  The Directors  shall, in all cases,  act as a board,
and they may adopt such rules and  regulations for the conduct of their meetings
and the management of the Corporation as they may deem proper,  not inconsistent
with these By-laws, and the laws of this State.

         Section 2. NUMBER AND ELECTION OF DIRECTORS. The number of directors of
the  Corporation  shall  range  from a  minimum  of  nine  (9) to a  maximum  of
twenty-five  (25).  The number of directors  may be fixed or changed  within the
minimum and maximum number by a majority vote of the Board of Directors,  but no
decrease in the number of directors shall shorten an incumbent  director's term.
The terms of  directors  in the first  group of  directors  provided  for in the
Articles of  Incorporation  of the Corporation  shall expire at the first annual
shareholders  meeting after their election;  the terms of the second group shall
expire at the second annual shareholders  meeting after their election;  and the
terms of the third group shall expire at the third annual  shareholders  meeting
after their  election.  At each annual  shareholders  meeting  held  thereafter,
directors are chosen for a term of three years to succeed those  directors whose
terms expire.

         Section 3. REGULAR  MEETINGS.  A regular meeting of the Directors shall
be held,  without  other notice than this By-law,  immediately  after and at the
same place as the annual meeting of Shareholders.  The Directors may provide, by
Resolution,  the time and place for the holding of additional  regular  meetings
without other notice than such Resolution.

         Section 4. SPECIAL  MEETINGS.  Special meetings of the Directors may be
called by or at the request of the President of the Corporation or by a majority
of the Directors.  The person or persons  authorized to call special meetings of
the Directors may fix the place for holding any special meeting of the Directors
called by them.

         Section 5.  NOTICE.  Notice of any  special  meeting  shall be given at
least ten (10) days previously thereto by written notice delivered personally or
by telegram or mailed to each Director at his business address.  If mailed, such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph  company.  Notice of a  meeting  of  Directors  need not be given to a
Director  who  signs a waiver of  notice,  either  before or after the  meeting.
Attendance of a Director at a meeting shall,  of itself,  constitute a waiver of
notice of such  meeting,  except  where a  Director  attends  a meeting  for the
express  purpose of objecting at the beginning of the meeting to the transaction
of any  business  on the  ground  that the  meeting  is not  lawfully  called or
convened.

         Section 6.  QUORUM.  A majority  of the  number of  Directors  fixed by
Section 2 of this Article III then in office  shall  constitute a quorum for the
transaction of business at any meeting of the Board of directors.

         Section 7. MANNER OF ACTING.  The vote of the majority of the Directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

         Section 8. ACTION WITHOUT A MEETING.  Action taken without a meeting by
a majority of the Directors  shall be deemed action of the Board of Directors if
all Directors  execute,  either  before or after the action is taken,  a written
consent thereto and the consent is filed with the records of the Corporation.

         Section 9. NEWLY CREATED  DIRECTORSHIPS  AND  VACANCIES.  Newly created
Directorships  resulting  from  an  increase  in the  number  of  Directors  and
vacancies occurring in the Board of Directors for any reason, except the removal
of  Directors  without  cause,  may be  filled  by a vote of a  majority  of the
Directors then

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in office, although less than a quorum exists.  Vacancies occurring by reason of
the  removal  of  Directors  without  cause  shall  be  filled  by  vote  of the
Shareholders. A Director elected to fill a vacancy caused by resignation, death,
or removal shall be elected to hold office until the next shareholders'  meeting
at which directors are elected.

         Section 10.  REMOVAL OF  DIRECTORS.  Any  director  may be removed from
office as a director,  but only for cause, by the affirmative  vote at a meeting
called in accordance  with these bylaws for that purpose,  of at least sixty-six
and two-thirds  (66-2/3%)  percent in interest of the holders of voting stock of
the corporation issued and outstanding.

         Section 11.  RESIGNATION.  A Director  may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board of Directors
or the Corporation.  Unless otherwise  specified in the notice,  the resignation
shall take effect upon receipt thereof by the Board of Directors or such officer
and  the  acceptance  of the  resignation  shall  not be  necessary  to  make it
effective.

         Section 12. COMPENSATION. By Resolution of the Board of Directors a sum
may be set as compensation  for directors  and/or,  a fixed sum and expenses for
actual  attendance at each regular or special  meeting of the Board of Directors
may be authorized.  All  compensation  due to Directors as directors shall be in
such form as  determined  by the Board of Directors.  Nothing  herein  contained
shall be construed to preclude any Director from serving the  Corporation in any
other capacity and receiving  compensation  therefor. The Board of Directors may
also authorize compensation for service on committees.

         Section 13. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Directors at which action on any corporate matter is
taken shall be presumed to have  assented to the action taken unless his dissent
shall be  entered  in the  minutes  of the  meeting  or unless he shall file his
written  dissent to such action with the person  acting as the  secretary of the
meeting  before  the  adjournment  thereof  or shall  forward  such  dissent  by
registered  mail to the  Secretary  of the  Corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who voted in favor of such action.

         Section 14. COMMITTEES.  The President of the Corporation may designate
from among  members  of the Board of  Directors  an  Executive  Committee  to be
composed  of not  less  than  two (2)  Directors,  and  other  committees.  Such
committees  and  members  thereof  shall  serve at the  pleasure of the Board of
Directors and exercise such  functions as committed to them by a majority of the
Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. GENERAL. Any two (2) or more offices may be held by the same
person,  but no officer may act in more than one (1) capacity when action by two
(2) or more  officers is required.  All active  officials  and  employees of the
Corporation  shall be  bonded.  The bonds  shall be  reviewed  and  approved  or
disapproved in writing annually by the Board of Directors.

         Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
to be elected by the Directors shall be elected annually at the first meeting of
the  Directors  held  after each  annual  meeting  of the  Shareholders.  If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon thereafter as  conveniently  may be. Each officer shall hold office
until his  successor  shall have been duly  elected and shall have  qualified or
until his  death or until he shall  resign or shall  have  been  removed  in the
manner hereinafter provided.

         Section 3.  REMOVAL.  Any officer or agent  elected or appointed by the
Directors may be removed by the Directors whenever, in their judgment,  the best
interests of the Corporation would be served thereby, but such

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removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or  appointment of an officer or agent shall not of itself
create contract rights.

         Section  4.  VACANCIES.  A  vacancy  in any  office  because  of death,
resignation,  removal,  disqualification,  or  otherwise,  may be  filled by the
Directors for the unexpired  portion of the term;  and any vacancy  occurring in
the Office of President shall be filled promptly by the Board of Directors.

         Section 5.  PRESIDENT.  The Board of Directors shall appoint one of its
members to be President of the Corporation. The President shall be the principal
executive  officer  of  the  Corporation  and,  subject  to the  control  of the
Directors,  shall,  in general,  supervise  and control all of the  business and
affairs of the Corporation.  He shall, when present,  preside at all meetings of
the  Shareholders  and of the Directors.  He may sign, with the Secretary or any
other proper officer of the Corporation  thereunto  authorized by the Directors,
certificates  for  shares  of the  Corporation,  any  deeds,  mortgages,  bonds,
contracts,  or other  instruments  which the  Directors  have  authorized  to be
executed,  except in cases  where the  signing and  execution  thereof  shall be
expressly  delegated by the  Directors or by these By-laws to some other officer
or agent of the  Corporation or shall be required by law to be otherwise  signed
or executed; and, in general, shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Directors  from time
to time.

         Section 6.  VICE-PRESIDENT.  The Board of Directors  may appoint one or
more  Vice-Presidents.  One  Vice-President  shall be designated by the Board of
Directors,  in the  absence  of the  President  or in the  event of his death or
inability or refusal to act, to perform the duties of the President and, when so
acting, shall have the powers of and be subject to all the restrictions upon the
President. Each Vice-President shall have such powers and duties as from time to
time may be assigned to him by the President or by the Directors.

         Section 7. SECRETARY. The Board of Directors shall appoint a Secretary,
Cashier,  or other designated officer who shall be the Secretary of the Board of
Directors and of the  Corporation.  The Secretary  shall (a) keep the minutes of
the Shareholders' and Directors'  meetings in one (1) or more books provided for
that  purpose,  (b) see that all notices are duly given in  accordance  with the
provisions  of these  By-laws or as required  by law,  (c) be  custodian  of the
corporate  records  and of the Seal of the  Corporation  and see the Seal of the
Corporation  is affixed to all documents,  the execution of which,  on behalf of
the Corporation  under its Seal, is duly authorized,  (d) keep a register of the
post  office  address  of each  Shareholder  which  shall  be  furnished  to the
Secretary by Shareholder, (e) sign, with the President,  certificates for shares
of the  Corporation,  the  issuance  of which  shall  have  been  authorized  by
Resolution  of the Board of  Directors,  and (f) in general,  perform all duties
incident  to the office of Cashier or  Secretary  and such other  duties as from
time  to  time  may be  assigned  to him by the  President  or by the  Board  of
Directors.

         Section  8.  OTHER  OFFICERS.  The  Board of  Directors  may  appoint a
Chairman and Vice Chairman of the Board of Directors  and one or more  Assistant
Vice Presidents,  one or more Executive Vice Presidents, one or more Senior Vice
Presidents,  one or more Trust Officers, one or more Assistant Secretaries,  one
or more  Assistant  Cashiers,  one or more  Managers and  Assistant  Managers of
branches and such other officers and  attorneys-in-fact as from time to time may
appear to the Board of  Directors  to be required or  desirable  to transact the
business of the  Corporation.  Such officers  shall  respectively  exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred  upon,  or  assigned  to,  them  by the  Board  of  Directors,  or the
President.

         Section 9. SALARIES. The salaries of the President, all Vice Presidents
and above shall be fixed from time to time by the Directors; the salaries of all
other  officers  shall  be  fixed  from  time to time by the  President  (or his
designee)  within  guidelines  established  by the  Board of  Directors;  and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a Director of the Corporation.

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                                    ARTICLE V

                            EXECUTION OF INSTRUMENTS

         Section  1.  EXECUTION  OF  INSTRUMENTS.  All  agreements,  indentures,
mortgages, deeds, conveyances, transfers, certificates,  declarations, receipts,
discharges,   releases,   satisfactions,   settlements,   petitions,  schedules,
accounts,  affidavits,  bonds,  undertakings,  proxies and other  instruments or
documents  that  have  been  duly  authorized  to be  executed  on behalf of the
Corporation  by  action  of the  Board of  Directors  may be  signed,  executed,
acknowledged,  verified,  delivered or accepted in behalf of the  Corporation by
the President, or any Vice President, or the Secretary or the Cashier, or, if in
connection with exercise of fiduciary powers of the Corporation,  by any of said
officers or by any Trust Officer, by their manual or facsimile  signatures.  Any
such  instruments  may also be executed  in such other  manner and by such other
officers as the Board of Directors may from time to time direct.  The provisions
of this Article V are supplementary to any other provision of these By-laws.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the  Corporation  shall be in such form as shall be  determined  by the Board of
Directors.  Such  certificates  shall  be  signed  by the  President  and by the
Secretary,  Assistant  Secretary,  Cashier or Assistant Cashier or by such other
officer authorized by law and by the Board of Directors so to do and sealed with
the corporate seal. Each certificate  representing shares shall have stated upon
the face thereof:

          a. That the  Corporation  is organized  under the laws of the State of
     South Carolina;

          b. The name of the person to whom issued;

          c. The number and class and the  designation  of the  series,  if any,
     which such certificate represents; and

          d. The par value of each share  represented  by such  certificate or a
     statement that the shares are without par value.

All  certificates  for  shares  shall be  consecutively  numbered  or  otherwise
identified.  The name and  address of the person to whom the shares  represented
thereby  are  issued,  with the  number  of shares  and date of issue,  shall be
entered  on the  stock  transfer  books  of the  Corporation.  All  certificates
surrendered  to the  Corporation  for  transfer  shall be  cancelled  and no new
certificate  shall be issued until the former  certificate  for a like number or
shares shall have been  surrendered  and  cancelled,  except that,  in case of a
lost, destroyed, or mutilated certificate, a new one may be issued therefor upon
such  terms and  indemnity  to the  Corporation  as the Board of  Directors  may
prescribe.

         Section 2.  TRANSFER OF SHARES.  Transfer of shares of the  Corporation
shall be made only on the stock  transfer books of the  Corporation.  Title to a
certificate  and to the shares in the  Corporation  represented  thereby  can be
transferred only (a) by delivery of the certificate  endorsed either in blank or
to a specified person by the person appearing by the certificate to be the owner
of the shares represented  thereby;  or (b) by delivery of the certificate and a
separate document  containing a written assignment of the certificate or a power
of attorney to sell,  assign,  or  transfer  the same or the shares  represented
thereby.  Such  assignment  or power of attorney  may be either in blank or to a
specified  person.  The  person in whose name  shares  stand on the books of the
Corporation  shall be deemed by the  Corporation to be the owner thereof for all
purposes.

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                                   ARTICLE VII

                                   FISCAL YEAR

         The  fiscal  year of the  Corporation  shall  begin on the first day of
January in each year.

                                  ARTICLE VIII

                                    DIVIDENDS

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
Corporation may pay,  dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and, its Articles of Incorporation.

                                   ARTICLE IX

                                      SEAL

         The Board of Directors  shall  provide a corporate  Seal which shall be
circular in form and shall have inscribed  thereon the name of the  Corporation,
the State of  incorporation,  year of  incorporation,  and the words  "Corporate
Seal".

                                    ARTICLE X

                                WAIVER OF NOTICE

         Unless otherwise provided by Law, whenever any notice is required to be
given to any Shareholder or Director of the Corporation  under the provisions of
these By-laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

                                   ARTICLE XI

                                     BY-LAWS

         Section 1. AMENDMENTS. The holders of a majority of the shares entitled
to vote to elect  Directors may alter,  amend,  or repeal these By-laws or adopt
new by-laws,  provided that the Board of Directors may alter,  amend,  or repeal
these  By-laws  or  adopt  new  by-laws,  subject  always  to the  right  of the
Shareholders  as above to alter,  amend,  or repeal  these  By-laws or adopt new
by-laws.

         Section  2.  INSPECTION.  A copy of the  By-laws,  with all  amendments
thereto,  shall at all times be kept in a convenient place at the Main Office of
the Corporation,  and shall be open for inspection to all  Shareholders,  during
banking hours.

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