EXHIBIT 3.(II)

                                    BYLAWS OF

                       THE PEOPLES BANCTRUST COMPANY, INC.

                                    ARTICLE I

                             MEETING OF SHAREHOLDERS
                             -----------------------

     SECTION 1.1 ANNUAL MEETING.  The regular annual meeting of the shareholders
for the election of directors,  and the  transaction  of whatever other business
may properly  come before the  meeting,  shall be held at the Main Office of the
Corporation,  or such other places as the Board of Directors may  designate,  on
the second  Tuesday of May of each year. If from any cause the annual meeting is
not held on the above day or an election of  directors is not made on the day of
the annual  meeting,  the Board of Directors  shall order the annual  meeting or
meeting for the election of directors to be held on some subsequent day, as soon
thereafter  as  practicable,  and  notice  thereof  shall be given in the manner
provided for herein.

     SECTION 1.2 SPECIAL MEETINGS.  Except as otherwise specifically provided by
statute,  special  meetings of the shareholders may be called for any purpose at
any time by the Board of Directors, the Chairman of the Board, the President, or
any  shareholder  or  shareholders  owning,  in the  aggregate,  not  less  than
thirty-three  and  one-third  percent  of all of the  shares of the  Corporation
entitled to vote at the meeting.

     SECTION 1.3 NOTICE OF  SHAREHOLDERS'  MEETINGS.  Written 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  either
personally,  by  mail,  by  facsimile  transmission,  or  other  form of wire or
electronic transmission as may be authorized by the Alabama Business Corporation
Act, by or at the discretion of the Chairman, President, the Secretary, or other
officer or persons calling the meeting,  to each  shareholder of record entitled
to vote at such 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 current record of shareholders of the  Corporation,
with postage thereon  prepaid.  Such notice shall be delivered not less than ten
or more than 60 days before the meeting date, unless the laws or Constitution of
the State of Alabama,  as the same may be amended  from time to time,  require a
different  notice  period.  Notice may be waived in writing,  whether  before or
after the time stated therein.

     SECTION  1.4  PROXIES.   Shareholders  may  vote  at  any  meeting  of  the
shareholders  by proxies  executed in writing by the  shareholder or by his duly
authorized attorney-in-fact.  Proxies shall be dated and shall be filed with the
records of the meeting.

     SECTION 1.5 VOTING OF SHARES. In all elections of directors, each holder of
common stock shall be entitled to one vote for each share of such stock owned by
him, and may vote either in person or by proxy. In the election of directors, no
shareholder shall have the right of cumulative voting of his shares.

     SECTION  1.6  QUORUM.   A  majority  of  the  outstanding   capital  stock,
represented in person or by proxy,  shall  constitute a quorum at any meeting of
shareholders,  unless  otherwise  provided  by law;  but less than a quorum  may
adjourn  any  meeting,  from  time to time,  and the  meeting  may be  held,  as
adjourned,  without  further  notice.  A majority of the votes cast shall decide
every


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question  or  matter  submitted  to  the  shareholders  at any  meeting,  unless
otherwise provided by law or by the Articles of Incorporation.

     SECTION 1.7 NOMINATIONS AND BUSINESS AT ANNUAL MEETING.

          A.  NOMINEES.  Only persons who are nominated in  accordance  with the
     procedures  set forth in this paragraph A shall be eligible for election as
     directors. Nominations of persons for election to the Board of Directors of
     the  Corporation  may be made at an annual meeting of shareholders by or at
     the  direction  of the  Board of  Directors  or by any  shareholder  of the
     Corporation  entitled to vote for the  election of directors at the meeting
     who complies with the notice procedures set forth in this paragraph A. Such
     nominations,  other than those made by or at the  direction of the Board of
     Directors,  shall be made  pursuant  to  timely  notice in  writing  to the
     Secretary of the Corporation. To be timely, a stockholder's notice shall be
     delivered to or mailed and received at the principal  executive  offices of
     the  Corporation  not less than 30 days nor more than 90 days  prior to the
     annual  meeting;  provided,  however,  that in the event  that less than 45
     days' notice or prior public  disclosure of the date of the annual  meeting
     is given or made to  shareholders,  notice by the  shareholder to be timely
     must be so  received  not later than the close of  business on the 15th day
     following  the day on which such  notice of the date of the annual  meeting
     was mailed or such public  disclosure was made. Such  shareholder's  notice
     shall set forth  (i) as to each  person  who the  shareholder  proposes  to
     nominate for election as a director,  (a) the name, age,  business  address
     and  residence  address of such person,  (b) the  principal  occupation  or
     employment  of such  person,  (c) the  class  and  number  of shares of the
     Corporation which are beneficially  owned by such person, and (d) any other
     information  relating to such person  that is required to be  disclosed  in
     solicitations  or  proxies  for  election  of  directors,  or is  otherwise
     required,  in each  case  pursuant  to  Regulation  14A,  or any  successor
     regulation,   under  the  Securities  Exchange  Act  of  1934,  as  amended
     (including  without limitation such person's written consent to being named
     in the proxy  statement  as a  nominee  and to  serving  as a  director  if
     elected);  and (ii) as to the shareholder  giving notice,  (a) the name and
     address, as they appear on the Corporation's books, of such shareholder and
     (b)  the  class  and  number  of  shares  of  the  Corporation   which  are
     beneficially  owned by such  shareholder.  At the  request  of the Board of
     Directors, any person nominated by the Board of Directors for election as a
     director shall furnish to the Secretary of the Corporation that information
     required  to be set forth in a  shareholder's  notice of  nomination  which
     pertains to the  nominee.  No person  shall be eligible  for  election as a
     director  of the  Corporation  unless  nominated  in  accordance  with  the
     procedures  set  forth in this  paragraph  A. The  Chairman  of the  annual
     meeting shall,  if the facts  warrant,  determine that a nomination was not
     made in accordance with procedures  prescribed  herein, and if he should so
     determine,  he shall so  declare to the annual  meeting  and the  defective
     nomination shall be disregarded.

          B.  BUSINESS  AT  ANNUAL  MEETINGS.   At  an  annual  meeting  of  the
     shareholders,  only such  business  shall be  conducted  as shall have been
     properly  brought  before the  meeting.  To be properly  brought  before an
     annual meeting, business must be (i) specified in the notice of meeting (or
     any  supplement  thereto)  given  by or at the  direction  of the  Board of
     Directors,  (ii) otherwise properly brought before the meeting by or at the
     direction of the Board of Directors,  or (iii) otherwise  properly  brought
     before the meeting by a shareholder.

          For  business to be  properly  brought  before an annual  meeting by a
     shareholder,  the  shareholder  must have given  timely  notice  thereof in
     writing to the Secretary of the Corporation.  To be timely, a shareholder's
     notice  must be  delivered  to or  mailed  and  received  at the  principal
     executive offices of the Corporation not less than 30 days nor more than 90
     days prior to the meeting;  provided,  however, than in the event that less
     than 45 days' notice or prior public  disclosure of the date of the meeting
     is given or made to  shareholders,  notice by the  stockholder to be timely
     must be so  received  not later than the close of  business on the 15th day

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     following  the day on which such  notice of the date of the annual  meeting
     was mailed or such public  disclosure was made. A  shareholder's  notice to
     the Secretary shall set forth as to each matter the shareholder proposes to
     bring  before the annual  meeting (i) a brief  description  of the business
     desired  to be  brought  before  the annual  meeting  and the  reasons  for
     conducting such business at the annual meeting,  (ii) the name and address,
     as they appear on the  Corporation's  books, of the  shareholder  proposing
     such  business,  (iii) the class  and  number of shares of the  Corporation
     which  are  beneficially  owned by the  shareholder  and (iv) any  material
     interest of the  shareholder  in such  business.  Notwithstanding  anything
     herein to the contrary, no business shall be conducted at an annual meeting
     except in accordance with the procedures set forth in this paragraph B. The
     Chairman of an annual meeting shall, if the facts warrant, determine that a
     matter  of  business  was  not  properly  brought  before  the  meeting  in
     accordance with the provisions  herein,  and if he should so determine,  he
     shall so declare to the meeting and any such business not properly  brought
     before the meeting shall not be transacted.

     SECTION 1.8 ACTION WITHOUT A MEETING.  Notwithstanding  other provisions of
these  bylaws,  any action which may be taken at a meeting of the  shareholders,
including the election of directors, may be taken without a meeting if a consent
in writing of all shareholders  entitled to vote is obtained pursuant to Alabama
law.

                                   SECTION II

                                    DIRECTORS
                                    ---------

     SECTION  2.1  BOARD  OF  DIRECTORS.  The  Board of  Directors  (hereinafter
referred to as the "Board")  shall have the power to manage and  administer  the
business and affairs of the Corporation. Except as expressly limited by law, all
corporate  powers of the Corporation  shall be vested in and may be exercised by
said Board.

     SECTION 2.2 NUMBER.  The number of directors of the Corporation  shall be a
variable  range which is fixed at a minimum number of three and a maximum number
of  eighteen  (exclusive  of  directors,  if any,  to be  elected  by holders of
preferred stock of the Corporation, voting separately as a class). The number of
directors  may be fixed or changed  from time to time,  within the  minimum  and
maximum,  by the Board of  Directors;  provided that no action shall be taken to
decrease or increase the number of directors  unless at least  two-thirds of the
directors then in office, whether or not a quorum, shall concur in said action.

     SECTION  2.3  REGULAR  MEETINGS.  The  regular  meetings  of the  Board  of
Directors shall be held at least  semi-annually on such dates and at such places
as the President or Secretary may designate.

     SECTION 2.4 SPECIAL  MEETINGS.  Special  meetings of the Board of Directors
may be called by the  President,  Secretary,  or at the request of  one-third or
more of the  directors.  Each  member of the Board of  Directors  shall be given
notice either in writing,  or in person,  or by telephone,  stating the time and
place of such special meeting.

     SECTION 2.5 QUORUM.  A majority of the directors shall  constitute a quorum
at any  meeting,  except when  otherwise  provided by law; but a less number may
adjourn  any  meeting,  from  time to time,  and the  meeting  may be  held,  as
adjourned, without further notice.

     SECTION 2.6  VACANCIES  IN BOARD OF  DIRECTORS.  Vacancies  in the Board of
Directors of the Corporation,  however caused,  and newly created  directorships
shall be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum.

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     SECTION  2.7  REMOVAL OF  DIRECTOR.  A  director,  or the  entire  Board of
Directors, may be removed only in accordance with Section 6.2 of the Articles of
Incorporation.

     SECTION 2.8 DIRECTORS EMERITUS. There is created a status known as Director
Emeritus,  which  shall be an honorary  position  for those  directors  who have
reached  the age of 70 years or who have become  incapacitated  while in office.
These positions may be filled by the Board or by the  shareholders.  The persons
elected to this position  shall not be voting members of the Board and shall not
have any of the duties or  responsibilities  of a  director,  but shall have the
right to attend meetings and be compensated for their services. No such director
emeritus  shall be counted as a member of the Board for the  purposes  set forth
under this Article II of these bylaws, or for any other purpose.

     SECTION 2.9  INCAPACITY OF DIRECTOR.  In the event a director  shall become
physically or mentally  incapacitated,  the remaining members of the Board shall
have the  authority  to so declare  that  person  incapacitated  and remove that
person from the office of director.

     SECTION 2.10 ACTION WITHOUT A MEETING.  Notwithstanding other provisions of
these  bylaws,  any  action  which  may be taken at a  meeting  of the  Board of
Directors  may be taken  without  a  meeting  if a  consent  in  writing  of all
directors entitled to vote is obtained pursuant to Alabama law.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD
                             -----------------------

     SECTION 3.1  COMMITTEES.  The Board of Directors may appoint,  from time to
time, from its own members, committees of one or more persons, for such purposes
and with such powers as the Board may determine.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

     SECTION 4.1  PRESIDENT.  The Board of  Directors  shall  appoint one of its
members to be President of the  Corporation.  The President shall preside at any
meeting of the Board,  unless a Chairman of the Board has been  appointed and is
present to so preside.  The President  shall have general  executive  powers and
shall have and may exercise any and all other  powers and duties  pertaining  by
law, regulation,  or practice,  to the Office of President,  or imposed by these
bylaws.  The President  shall also have and may exercise such further powers and
duties  as from  time to time  may be  conferred  or  assigned  by the  Board of
Directors.

     SECTION 4.2 SECRETARY.  The Board of Directors shall appoint a Secretary of
the  Corporation.  The  Secretary  shall  attend to the  giving  of all  notices
required by these bylaws to be given;  shall be custodian of the corporate seal,
records, documents and papers of the Corporation;  shall provide for the keeping
of proper records of all  transactions  of the  Corporation;  shall have and may
exercise any and all other powers and duties  pertaining  by law,  regulation or
practice, to the Office of Secretary, or imposed by these bylaws; and shall also
perform such other  duties as may be assigned  from time to time by the Board of
Directors.

     SECTION  4.3 OTHER  OFFICERS.  The Board of  Directors  may also  appoint a
Chairman of the Board and such other officers 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

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conferred upon, or assigned to, them by the Board of Directors,  the Chairman of
the Board, or the President.

     SECTION 4.4 TENURE OF OFFICE.  The President and all other  officers  shall
hold office for the current  year for which the Board was  elected,  unless they
shall resign, become disqualified, or be removed.

                                    ARTICLE V

                          STOCK AND STOCK CERTIFICATES
                          ----------------------------

     SECTION 5.1 TRANSFERS.  Shares of stock shall be  transferable on the books
of the Corporation,  and a transfer book shall be kept in which all transfers of
stock shall be recorded.  Every person  becoming a shareholder  by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder of
such shares.

     SECTION  5.2 STOCK  CERTIFICATES.  The shares of the  Corporation  shall be
represented by certificates  signed by either the President or a  Vice-President
and countersigned either by the Secretary or an Assistant Vice-President and may
be sealed with the seal of the Corporation or a facsimile thereof.

                                   ARTICLE VI

                                     BYLAWS
                                     ------

     SECTION 6.1 INSPECTION.  A copy of the bylaws, 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.

     SECTION 6.2 AMENDMENTS.  Except as may be otherwise limited by the Articles
of Incorporation or by the shareholders,  the bylaws may be amended,  altered or
repealed at any regular or special  meeting of the Board of  Directors by a vote
of a majority of the total number of directors.

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