Exhibit 3.2
                                      

                   BYLAWS OF SOUTHERN BANCSHARES (N.C.), INC.

                           (As Amended April 15, 1998)

                                      Index

                                    ARTICLE I

                                     Offices

Section 1.                 Principal Office
Section 2.                 Registered Offices
Section 3.                 Other Offices

                                   ARTICLE II

                            Meetings of Shareholders

Section 1.                 Place of Meetings
Section 2.                 Annual Meetings
Section 3.                 Special Meetings
Section 4.                 Notice of Meetings
Section 5.                 Voting Lists
Section 6.                 Quorum
Section 7.                 Proxies
Section 8.                 Voting of Shares
Section 9.                 Informal Action By Shareholders
Section 10.                Presiding Officer

                                   ARTICLE III

                                    Directors

Section 1.                 General Powers
Section 2.                 Number, Term and Qualifications
Section 3.                 Election of Directors
Section 4.                 Removal
Section 5.                 Vacancies
Section 6.                 Chairman of the Board
Section 7.                 Compensation
Section 8.                 Committees of the Board

                                   ARTICLE IV

                              Meetings of Directors

Section 1.                 Regular Meetings
Section 2.                 Special Meetings
Section 3.                 Notice of Meetings
Section 4.                 Quorum
Section 5.                 Manner of Acting
Section 6.                 Informal Action by Directors
<PAGE>
                                    ARTICLE V

                               Executive Committee

Section 1.                 Membership and General Powers
Section 2.                 Vacancies
Section 3.                 Removal
Section 4.                 Minutes
Section 5.                 Responsibility of Directors

                                   ARTICLE VI

                                    Officers

Section 1.                 Number
Section 2.                 Election and Term
Section 3.                 Removal
Section 4.                 Compensation
Section 5.                 Chairman of the Board, Vice Chairman of the

                               Board and President

Section 6.                 Additional Duties of President
Section 7.                 Vice Presidents
Section 8.                 Secretaries
Section 9.                 Assistant Secretaries
Section 10.                Treasurer
Section 11.                Assistant Treasurers
Section 12.                Other Officers
Section 13.                Bonds

                                   ARTICLE VII

                      Contracts, Loans, Checks and Deposits

Section 1.                 Contracts
Section 2.                 Loans
Section 3.                 Checks and Drafts
Section 4.                 Deposits

                                  ARTICLE VIII

                    Certificates of Stock and Their Transfer

Section 1.                 Certificates of Stock
Section 2.                 Transfer of Stock
Section 3.                 Fixing Record Date
Section 4.                 Lost Certificates
Section 5.                 Registered Shareholders
Section 6.                 Treasury Shares
<PAGE>
                                   ARTICLE IX

                               General Provisions

Section 1.                 Dividends
Section 2.                 Seal
Section 3.                 Annual Statement
Section 4.                 Notice and Waiver of Notice
Section 5.                 Amendments
Section 6.                 Fiscal Year
Section 7.                 Indemnification
Section 8.                 Disallowance of Deductions
<PAGE>
                   BYLAWS OF SOUTHERN BANCSHARES (N.C.), INC.

                           (As Amended April 15, 1998)

                                    ARTICLE I

                                     Offices

         Section 1. Principal  Office:  The principal  office of the corporation
shall be located in Mount Olive, Wayne County, North Carolina.

         Section 2. Registered Offices: The registered office of the corporation
required by law to be  maintained  in the State of Delaware  shall be located in
Wilmington,   New  Castle  County,   Delaware.  The  registered  office  of  the
corporation  required by law to be maintained in the State of North Carolina may
be, but need not be, identical with the principal office.

         Section 3. Other  Offices:  The  corporation  may have  offices at such
other places,  either  within or without the State of Delaware,  as the Board of
Directors from time to time may determine,  or as the affairs of the corporation
may require.

                                   ARTICLE II

                            Meetings of Shareholders

         Section 1. Place of  Meetings:  All meetings of  shareholders  shall be
held at the principal  office of the corporation or at such other place,  either
within or without the State of  Delaware,  as shall be  designated  from time to
time by the Board of Directors and stated in the notice of the meeting or agreed
upon by a majority of the shareholders entitled to vote thereat.

         Section 2. Annual Meetings: The annual meeting of shareholders shall be
held at the designated location on such date during the first six months of each
year as shall be determined  by the Chairman of the Board,  the President or the
Board  of  Directors.  The  purpose  of such  annual  meeting  shall be to elect
directors of the  corporation  and for the transaction of such other business as
may properly be brought before the meeting.

         Section 3. Special  Meetings:  Special meetings of the shareholders may
be called at any time by the Chairman of the Board,  Vice Chairman of the Board,
President or Secretary, and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors. Such

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written request shall state the purpose or purposes of the proposed meeting.

         Business  transacted at any special  meeting of  shareholders  shall be
limited to the purpose stated in the notice.

         Section 4. Notice of Meetings:  Written or printed  notice  stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than sixty days before the date thereof,  either personally or by mail, by or at
the  direction  of the  Chairman  of the  Board,  Vice  Chairman  of the  Board,
President,  Secretary,  or other person calling the meeting, to each shareholder
of record entitled to vote at such meeting.

         In the case of an  annual  meeting,  the  notice  of  meeting  need not
specifically state the business to be transacted thereat unless such a statement
is expressly  required by the provisions of the General  Corporation  Law of the
State of Delaware.

         In  the  case  of a  special  meeting,  the  notice  of  meeting  shall
specifically  state the purpose or purposes for which the meeting is called.  In
the case of a special meeting called by the written request of a majority of the
members of the Board of  Directors  or the  written  request of the holders of a
majority  in amount  of the  entire  capital  stock of the  corporation  issued,
outstanding  and entitled to vote,  the notice also shall state that the meeting
is being called upon such written request.

         When a meeting is adjourned  for thirty (30) days or more,  or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  shareholder of record entitled
to vote at the meeting.  When a meeting is  adjourned  for less than thirty (30)
days in any one  adjournment,  it is not  necessary  to give any  notice  of the
adjourned  meeting other than by  announcement  of the time and place thereof at
the meeting at which the adjournment is taken.

         Section 5. Voting Lists: The officer who has charge of the stock ledger
of the  corporation  shall  prepare  and make,  at least ten days  before  every
meeting of shareholders, a complete list of the shareholders entitled to vote at
the meeting,  arranged in  alphabetical  order,  and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be opened to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting is to be

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held, which place shall be specified in the notice of the meeting, or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any shareholder who is present.

         Section 6.  Quorum:  The holders of a majority of the stock  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  shareholders  for the
transaction of business except as otherwise provided by the General  Corporation
Law of the State of  Delaware  or by the  Certificate  of  Incorporation  of the
corporation. If, however, such quorum shall not be present or represented at any
meeting of the shareholders,  the shareholders entitled to vote thereat, present
in person or represented by proxy,  shall have power to adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum shall be present or represented.  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 do
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders to leave less than a quorum.

         Section 7. Proxies:  Each shareholder  entitled to vote at a meeting of
shareholders  or to express  consent or dissent to  corporate  action in writing
without a meeting may vote in person or may authorize  another person or persons
to act for him by proxy,  but no such proxies shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.

         Section  8.  Voting  of  Shares:   Unless  otherwise  provided  in  the
Certificate  of  Incorporation  and  subject to the  provisions  of the  General
Corporation  Law of the  State  of  Delaware,  each  shareholder  shall at every
meeting of  shareholders  be  entitled  to one vote for each share of issued and
outstanding  capital  stock  held by such  shareholder.  If the  Certificate  of
Incorporation  provides  for more or less  than  one  vote for any  share on any
matter, any reference in these Bylaws to a majority or other proportion of stock
shall refer to such majority or other proportion of the votes of such stock.

         When a quorum is present at any  meeting,  the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one which by express provision of the statutes or of the Certificate of

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Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.

         Voting on all  matters  except the  election of  directors  shall be by
voice vote or by a show of hands  unless the holders of a majority of the shares
represented  at the meeting shall,  prior to the voting on any matter,  demand a
ballot vote on that particular matter.

         Section 9. Informal Action by Shareholders:  Unless otherwise  provided
in the  Certificate  of  Incorporation,  any action  required to be taken at any
annual or special  meeting of  shareholders  of the  corporation,  or any action
which may be taken at any annual or special meeting of such shareholders, may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those shareholders who have not consented in writing.

         Section 10.  Presiding  Officer:  The succession  order for purposes of
these Bylaws shall be: the  Chairman of the Board,  Vice  Chairman of the Board,
President, Executive Vice President in order of seniority, Senior Vice President
in order of seniority,  and Secretary.  In the event neither the Chairman of the
Board,  the Vice  Chairman  of the Board,  nor the  President  is  present,  the
shareholders may elect a Chairman of the meeting.

                                   ARTICLE III

                                    Directors

         Section 1. General Powers:  The business and affairs of the corporation
shall be managed by the Board of Directors or by such Committees of the Board as
the Board may establish  pursuant to these Bylaws.  The directors shall have and
exercise full power in the management and conduct of the business and affairs of
the corporation and do all such lawful acts and things as are not by statute, or
by Certificate of  Incorporation,  or by these Bylaws directed or required to be
exercised or done by the shareholders.

         Section 2. Number, Term and Qualifications:  The number of directors of
the corporation shall be not less than five nor more than thirty. The directors,
by a majority vote of

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the remaining  directors,  though less than a quorum,  or by the sole  remaining
director, shall determine the exact number of directors, which shall be not less
than five nor more than thirty without a Bylaw modification. Each director shall
hold office until his death, resignation, retirement, removal, disqualification,
or until his successor is elected and qualified. Directors need not be residents
of the State of Delaware nor shareholders of the corporation; provided, however,
that not less than three fourths  (3/4) of the  directors  shall be residents of
the State of North  Carolina  and stock  ownership  for  qualification  shall be
subject to North Carolina law.

         Section 3.  Election of  Directors:  Except as provided in Section 5 of
this  Article,  the directors  shall be elected by written  ballot at the annual
meeting of the  shareholders and those persons who receive the highest number of
votes shall be deemed to have been elected.

         Section 4.  Removal:  Any director may be removed from office,  with or
without  cause,  by a vote of  shareholders  holding a  majority  of the  shares
entitled to vote at an election of  directors.  If any directors are so removed,
new directors may be elected at the same meeting.

         Section  5.  Vacancies:   Vacancies  and  newly  created  directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority vote of the directors  then in office,  though less than a quorum,
or by a sole remaining  director,  and the directors so chosen shall hold office
until the next annual  election and until their  successors are duly elected and
shall  qualify,  unless sooner  displaced.  If there are no directors in office,
then an election of directors may be held in the manner provided by statute. If,
at the time of  filling  any  vacancy  or any newly  created  directorship,  the
directors  then in office  shall  constitute  less than a majority  of the whole
Board (as  constituted  immediately  prior to any such  increase),  the Court of
Chancery may, upon  application  of any  shareholder or  shareholders  owning at
least ten  percent  of the total  number of the  shares at the time  outstanding
having the right to vote for such  directors,  summarily order an election to be
held to fill any such  vacancies or newly created  directorships,  or to replace
the directors chosen by the directors then in office.

         Section 6. Chairman of the Board:  There may be a Chairman of the Board
of Directors  elected by the  directors  from their number at any meeting of the
Board.  The Chairman shall preside at all meetings of the Board of directors and
perform such other duties as may be directed by the Board.

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<PAGE>
         Section  7.  Compensation:   The  Board  of  Directors  may  compensate
directors  for their  services  as such and may  provide  for the payment of all
expenses  incurred by directors in attending regular and special meetings of the
Board.  Members of special or standing  committees of the Board of Directors may
be allowed like compensation for attending such committee meetings.

         Section 8.  Committees  of the Board:  The Board of  Directors  may, by
resolution  adopted  by a majority  of the whole  Board,  designate  one or more
committees of the Board,  each  committee to consist of two or more directors of
the  corporation.  The Board may  designate  one or more  directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.  Any such committee, to the extent provided in the
resolution and these Bylaws, shall have and may exercise the powers of the Board
of Directors in the  management  of the business and affairs of the  corporation
and may authorize the seal of the  corporation to be affixed to all papers which
may require it, except as limited by the  provisions of the General  Corporation
Law of the  State  of  Delaware;  provided,  however,  that  in the  absence  or
disqualification  of any member of such committee or  committees,  the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of  Directors to act at the meeting in the place of any such absent or
disqualified  member. Such committee or committees shall have such name or names
as may be  determined  from time to time by  resolution  adopted by the Board of
Directors or as set forth in these  Bylaws.  Each  committee  shall keep regular
minutes  of its  meetings  and report  the same to the Board of  Directors  when
required.

                                   ARTICLE IV

                              Meetings of Directors

         Section  1.  Regular  Meetings:  A  regular  meeting  of the  Board  of
Directors will be held  immediately  after, and at the same place as, the annual
meeting of  shareholders.  In addition,  the Board of Directors may provide,  by
resolution,  the time and place, either within or without the State of Delaware,
for the holding of  additional  regular  meetings,  one of which will be held in
each calendar quarter.

         Section 2. Special Meetings: Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board,  Vice  Chairman
of the Board,  President or any two directors.  Such meetings may be held either
within or without the State of Delaware.

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<PAGE>
         Section  3.  Notice  of  Meetings:  Regular  meetings  of the  Board of
Directors may be held without notice.

         The  person  or  persons  calling  a  special  meeting  of the Board of
Directors shall, at least one day before the meeting, give notice thereof by any
usual means of communication. Such notice need not specify the purpose for which
the meeting is called.

         Section 4. Quorum:  A majority of the Board of Directors as established
by the Bylaws and fixed by the Board of Directors shall  constitute a quorum for
the transaction of business at any meeting of the Board of Directors.

         Section 5.  Manner of Acting:  Except as  otherwise  provided  in these
Bylaws,  or as  specifically  provided  by  statute  or by  the  Certificate  of
Incorporation,  the act 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.  If a
quorum  shall not be  present  at any  meeting  of the Board of  Directors,  the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 6. Informal Action by Directors: Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  any action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee thereof may be taken without a meeting, if all members of the Board or
of a committee,  as the case may be, consent thereto in writing, and the writing
or  writings  are filed  with the  minutes  of  proceedings  of the Board or the
committee, whether done before or after the action so taken.

                                    ARTICLE V

                               Executive Committee

         Section 1.  Members and  General  Powers:  A majority of the  qualified
members of the Board of  Directors  then in office  may,  by proper  resolution,
appoint an  Executive  Committee  which shall be composed of not less than three
nor more than  eight  directors  who shall have and  exercise  the powers of the
Board of Directors in the management of the business affairs of the corporation,
except at such time as the Board of Directors is in session.  However, the Board
of Directors  shall have the power to direct,  limit or control  said  Executive
Committee by  resolution  at any special or regular  meeting or by general rules
adopted for its guidance.  The Executive  Committee shall not have any authority
to take any action  prohibited  by the General  Corporation  Law of the State of
Delaware; provided, however, that such Executive Committee

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shall have the power to declare  dividends  and to  authorize  the  issuance  of
stock.

         A majority of the members of the Executive Committee shall constitute a
quorum.  Further,  the Executive Committee shall have authority to take informal
action by written  consent as provided in Article IV, Section 6 for the Board of
Directors.

         Section 2. Vacancies:  Any vacancy occurring on the Executive Committee
shall be filled by the vote of a majority of the number of  qualified  directors
at a regular or special meeting of the Board of Directors.

         Section  3.  Removal:  Any  member of the  Executive  Committee  may be
removed  at any time  with or  without  cause by a  majority  of the  number  of
qualified directors then in office.

         Section 4. Minutes:  The Executive Committee shall keep regular minutes
of its proceedings and report the same to the Board when required.

         Section 5. Responsibility of Directors: The designation of an Executive
Committee and the delegation  thereto of authority  shall not operate to relieve
the  Board  of  Directors,  or any  member  thereof,  of any  responsibility  or
liability imposed upon it or him by law.

         If such  action  taken by the  Executive  Committee  is not  thereafter
formally  considered by the full Board,  a director may dissent from such action
by filing his written  objection with the Secretary with  reasonable  promptness
after learning of such action.

                                   ARTICLE VI

                                    Officers

         Section 1. Number:  The officers of the corporation  shall consist of a
Chairman of the Board,  Vice Chairman of the Board,  President and Secretary and
may also consist of one or more  Executive Vice  Presidents,  one or more Senior
Vice Presidents,  one or more Vice Presidents,  a Treasurer, and other specially
designated  Vice Presidents or Assistant Vice Presidents as may be determined by
the Board of Directors, and such Assistant Secretaries and other officers as may
be  deemed  necessary  or  advisable  by the Board of  Directors,  each of which
officers  or  assistant  officers  thereto  shall  have  such  powers  as may be
delegated to them by the Board of Directors  and these  Bylaws.  Any two or more
offices may be held by the

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same  person,  except  that no officer may act in more than one  capacity  where
action of two or more officers is required.

         Section 2. Election and Term: The officers of the corporation  shall be
elected by the Board of Directors.  Such elections may be held at any regular or
special  meeting of the Board.  Each officer  shall hold office until his death,
resignation,  retirement, removal,  disqualification,  or until his successor is
duly elected and qualified.

         Section 3.  Removal:  Any officer or agent  elected or appointed by the
Board of Directors may be removed by the  affirmative  vote of a majority of the
Board with or without cause; but such removal shall be without  prejudice to the
contract rights, if any, of the person so removed.

         Section  4.  Compensation:  The  compensation  of all  officers  of the
corporation  shall be fixed by the Board of  Directors  or as  delegated  by the
Board of Directors.

         Section  5.  Chairman  of the  Board,  Vice  Chairman  of the Board and
President:  The Chairman of the Board shall preside at all meetings of the Board
of Directors,  the Executive Committee and the meetings of shareholders.  In his
absence  or  disability,  the Vice  Chairman  shall  perform  the  duties of the
Chairman of the Board at all such meetings. In the absence or disability of both
the  Chairman  of the Board and the Vice  Chairman of the Board,  the  President
shall perform such duties.

         Section 6. Additional  Duties of President:  The President shall be the
principal  executive  officer of the corporation  and, subject to the control of
the Board of  Directors  shall  supervise  and  control  the  management  of the
corporation  in  accordance  with these  Bylaws.  He shall sign,  with any other
proper  officer,  certificates  for  shares of the  corporation  and any  deeds,
leases,  mortgages,  bonds, contracts or other instruments which may be lawfully
executed on behalf of the corporation, except where required or permitted by law
to be otherwise  signed and executed and except where the signing and  execution
thereof  shall be delegated  by the Board of Directors to some other  officer or
agent and, in  general,  he shall  perform all duties  incident to the office of
President  and such other duties as may be  prescribed by the Board of Directors
from time to time.

         Section 7. Vice  Presidents:  In the absence of the President or in the
event of his death,  inability  or refusal to act,  the Vice  Presidents  in the
order of succession herein specified and in the order of their length of service
within the category or class of Vice President,  unless otherwise  determined by
the Board of  Directors,  shall  perform the duties of the President and when so
acting shall have all the powers

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of and  be  subject  to all  the  restrictions  upon  the  President.  Any  Vice
President,  with the Secretary and/or Assistant Secretary, may sign certificates
for shares of the corporation;  and shall perform such other duties as from time
to time may be assigned to him by the President or the Board of Directors.

         Section 8.  Secretary:  The  Secretary  shall attend and keep  accurate
records  of the  acts  and  proceedings  of all  meetings  of  shareholders  and
directors. He shall give or cause to be given all notices required by law and by
these Bylaws.  He shall have general  charge of the corporate  books and records
and of the corporate seal, and he shall affix the corporate seal to any lawfully
executed  instrument  requiring  it. He shall have  general  charge of the stock
transfer books of the corporation and shall keep, at the registered or principal
office of the corporation, a record of shareholders showing the name and address
of each  shareholder  and the number and class of the  shares  held by each.  He
shall sign such instruments as may require his signature, and, in general, shall
perform all duties  incident to the office of Secretary and such other duties as
may be  assigned  him  from  time to time by the  President  or by the  Board of
Directors.

         Section 9. Assistant Secretaries: In the absence of the Secretary or in
the event of his death,  inability or refusal to act, the Assistant  Secretaries
in the  order of their  length  of  service  as  Assistant  Secretaries,  unless
otherwise determined by the Board of Directors,  shall perform the duties of the
Secretary, and when so acting shall have all the powers of and be subject to all
the restrictions upon the Secretary. They shall perform such other duties as may
be  assigned  to them by the  Secretary,  by the  President  or by the  Board of
Directors.  Any Assistant  Secretary  may sign,  with the  President,  or a Vice
President,  or  other  authorized  officer,   certificates  for  shares  of  the
corporation.

         Section 10.  Treasurer:  The Treasurer  shall have custody of all funds
and  securities  belonging  to the  corporation  and shall  receive,  deposit or
disburse the same under the direction of the Board of  Directors.  He shall keep
full and accurate  accounts of the finances of the  corporation and shall render
to the  President and Board of  Directors,  at its regular  meetings or when the
Board of Directors so requires,  an account of all his transactions as Treasurer
and of the financial  condition of the corporation.  The Treasurer,  in general,
shall perform all duties  incident to his office and such other duties as may be
assigned to him from time to time by the President or by the Board of Directors.

         Section 11. Assistant Treasurers: In the absence of the Treasurer or in
the event of his death,  inability,  or refusal to act, the Assistant Treasurers
in the order of their length

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of service as Assistant Treasurers,  unless otherwise determined by the Board of
Directors,  shall perform the duties of the Treasurer,  and when so acting shall
have  all  the  powers  of and be  subject  to all  the  restrictions  upon  the
Treasurer.  They shall  perform  such other duties as may be assigned to them by
the Treasurer, by the President or by the Board of Directors.

         Section 12. Other  Officers:  The duties of all officers and  employees
not defined and  enumerated in the Bylaws shall be  prescribed  and fixed by the
President and in carrying out the authority to do all other acts necessary to be
done to carry out the prescribed duties unless otherwise ordered by the Board of
Directors,  including  but not limited to the power to sign,  certify or endorse
notes,  certificates of indebtedness,  deeds, checks,  drafts or other contracts
for and on behalf of the corporation and/or to affix the seal of the corporation
to such documents as may require it.

         Section 13. Bonds: The Board of Directors may by resolution require any
or all  officers,  agents and employees of the  corporation  to give bond to the
corporation,  with sufficient sureties,  conditioned on the faithful performance
of the duties of their respective offices or positions,  and to comply with such
other conditions as may from time to time be required by the Board of Directors.

                                   ARTICLE VII

                      Contracts, Loans, Checks and Deposits

         Section 1. Contracts:  The Board of Directors may authorize any officer
or officers,  agent or agents, to enter into any contract,  lease, or to execute
and deliver any instrument on behalf of the corporation,  and such authority may
be general or confined to specific  instances.  The Board of Directors may enter
into employment contracts for any length of time it deems wise.

         Section  2.  Loans:  No loans  shall be  contracted  on  behalf  of the
corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or specific in nature and scope.

         Section 3. Checks and Drafts:  All checks,  drafts or other  orders for
the payment of money  issued in the name of the  corporation  shall be signed by
such officer or officers,  agent or agents of the corporation and in such manner
as from  time to  time  shall  be  determined  by  resolution  of the  Board  of
Directors.

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         Section  4.  Deposits:  All  funds  of the  corporation  not  otherwise
employed  from time to time shall be deposited to the credit of the  corporation
in such depositories as the Board of Directors shall direct.

                                  ARTICLE VIII

                    Certificates of Stock and Their Transfer

         Section 1. Certificates of Stock:  Certificates  representing  stock in
the  corporation  shall be issued in such form as the Board of  Directors  shall
determine  to every  shareholder  for the fully paid shares  owned by him;  such
stock certificates shall indicate thereon a reference to any and all restrictive
conditions of said stock.  These certificates shall be signed by the Chairman of
the Board of Directors,  or the Vice Chairman of the Board of Directors,  or the
President or any Vice  President  and the  Secretary,  an  Assistant  Secretary,
Treasurer or an Assistant  Treasurer or may have  facsimile  signatures  of such
officers  placed thereon and such officers shall have the power to make or order
to be made by an authorized  officer or transfer  agent any and all transfers of
the  securities  of the  corporation.  They shall be  consecutively  numbered or
otherwise  identified;  and the name and address of the persons to whom they are
issued, with the number of shares and the date of issue, shall be entered on the
stock transfer books of the corporation.  In case any officer, transfer agent or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  shall have ceased to be such officer,  transfer  agent or registrar
before such certificate is issued,  it may be issued by the corporation with the
same effect as if he were such an officer,  transfer  agent or  registrar at the
date of issue.

         Section 2.  Transfer  of Stock:  Transfer of stock shall be made on the
stock transfer books of the corporation  only upon surrender of the certificates
for the shares sought to be transferred  by the registered  holder thereof or by
his duly authorized agent, transferee or legal representative.  All certificates
surrendered  for transfer  shall be cancelled  before new  certificates  for the
transferred shares shall be issued.

         Upon  surrender  to  the   corporation  or  its  transfer  agent  of  a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment  or authority  to transfer,  it shall be the duty of the
corporation  or its  transfer  agent to issue a new  certificate  to the  person
entitled  thereto,  to cancel the old  certificate and to record the transaction
upon its books.

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         Section  3.  Fixing  Record  Date:  In order that the  corporation  may
determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action. A determination of shareholders of record entitled to notice of or
to vote at a meeting  of  shareholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned meeting.

         Section 4. Lost Certificates:  The Board of Directors may authorize and
direct the issuance of a new share  certificate  or  certificates  in place of a
certificate or certificates claimed to have been lost, stolen or destroyed, upon
receipt of an affidavit to such fact from the person claiming the loss, theft or
destruction.   When   authorizing   such  issuance  of  a  new   certificate  or
certificates,  the Board may, in its discretion and as a condition  precedent to
the issuance  thereof,  require the claimant,  or his legal  representative,  to
advertise  the  same  in such  manner  as it may  require  and/or  to  give  the
corporation  a bond in  such  sum as the  Board  may  direct  to  indemnify  the
corporation  against loss from any claim with respect to the certificate claimed
to have been lost, stolen or destroyed; or the Board may, by resolution reciting
the  circumstances  justifying  such action,  authorize  the issuance of the new
certificate or certificates without requiring such a bond.

         Section 5. Registered  Shareholders:  The corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice  hereof,  except as otherwise  provided by
the laws of Delaware.

         Section 6. Treasury  Shares:  Treasury shares of the corporation  shall
consist of such  shares as have been  issued  and  thereafter  acquired  but not
cancelled by the corporation. Treasury shares shall not carry voting or dividend
rights.

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                                   ARTICLE IX

                               General Provisions

         Section  1.  Dividends:   Dividends  upon  the  capital  stock  of  the
corporation,  subject to the provisions of the Certificate of Incorporation,  if
any, may be declared by the Board of Directors or the Executive Committee at any
regular or special meeting,  pursuant to law.  Dividends may be paid in cash, in
property,  or in shares of the capital  stock,  subject to the provisions of the
Certificate of Incorporation.

         Before payment of any dividend, there may be set aside out of any funds
of the  corporation  available for dividends,  such sum or sums as the directors
from time to time, in their  absolute  discretion,  think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining  any property of the  corporation,  or for such other purpose as the
directors  shall think  conducive  to the interest of the  corporation,  and the
directors  may modify or abolish any such  reserve in the manner in which it was
created.

         Section 2.  Seal:  The  corporate  seal of the  corporation  shall have
inscribed thereon the name of the corporation,  the year of its organization and
the words  "Corporate  Seal,  Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         Section 3. Annual  Statement:  The Board of Directors  shall present at
each annual meeting,  and at any special meeting of the shareholders when called
for by majority  vote of the  shareholders,  a full and clear  statement  of the
business and condition of the corporation.

         Section 4. Notice and Waiver of Notice: Whenever any notice is required
to be given to any  shareholder  or director under the provisions of the General
Corporation  Law of the  State  of  Delaware  or  under  the  provisions  of the
Certificate  of  Incorporation  or Bylaws of this  corporation,  it shall not be
construed to mean personal notice,  but such notice may be given in writing,  by
mail, addressed to such director or shareholder, at his address as it appears on
the records of the corporation,  with postage thereon  prepaid,  and such notice
shall be deemed to be given at the time when the same shall be  deposited in the
United  States  mail.  Notice  to  directors  may  also be  given  by  telegram,
telephone, telecopier or other electronic communication media.

         Whenever  notice is required to be given  under the  provisions  of the
General  Corporation  Law of the  State of  Delaware  or of the  Certificate  of
Incorporation  or of these Bylaws,  a waiver  thereof in writing,  signed by the
person or

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persons  entitled  to such  notice,  whether  before  or after  the time  stated
therein, shall be deemed equivalent thereto.

         The  attendance  by a director at a meeting of the Board or a committee
of the Board shall constitute a waiver of notice of such meeting, except where a
director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.

         Section 5.  Amendments:  Except as  otherwise  provided  herein,  these
Bylaws may be altered,  amended or repealed and new bylaws may be adopted at any
regular meeting of the Board of Directors or the shareholders, or at any special
meeting of the Board of Directors or shareholders if notice of such  alteration,
amendment,  repeal or  adoption,  be  contained  in the  notice of said  special
meeting.

         Section 6. Fiscal  Year:  The fiscal year of the  corporation  shall be
fixed by the Board of Directors.

         Section  7.  Indemnification:   The  corporation  shall  indemnify  its
officers, directors, employees and agents to the maximum extent permitted by the
General Corporation Law of the State of Delaware.

         Section 8.  Disallowance  of  Deductions:  Any  payments  made to or on
behalf  of  an  officer  or  director  of  the  corporation,  including  salary,
commission,  bonus,  interest,  rent or  entertainment  expense incurred by him,
which shall be  disallowed  in whole or in part as a  deductible  expense of the
corporation by the Internal  Revenue  Service (and such  determination  shall be
acceded to by the corporation,  or such determination shall be rendered final by
the  appropriate  taxing  authority,  or a  judgment  of a  court  of  competent
jurisdiction  and no appeal shall be taken therefrom,  or the applicable  period
for  filing  notice  of  appeal  shall  have  expired),  then  such sum shall be
reimbursed by such officer or director to the  corporation to the full extent of
such disallowance. It shall be the duty of the Board of Directors to enforce the
payment  of any  such  sum  disallowed  and such  repayment  may not be  waived.
However,  in lieu of such direct payment by the officer or director  involved to
the corporation,  and subject to the  determination of the Board of Directors in
its  sole  discretion,   proportionate  amounts  may  be  withheld  from  future
compensation  payments of such officer or director  until the amount owed to the
corporation as a result of such disallowance has been fully recovered.

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