EXHIBIT 3-2

                           BYLAWS


                     TABLE OF CONTENTS


Description                                                           Page
____________                                                          ____

ARTICLE I.    OFFICES                                                    1
SECTION 1.01.  Principal Office                                          1
SECTION 1.02.  Registered Office                                         1

ARTICLE II.   STOCKHOLDERS                                               1
SECTION 2.01.  Annual Meeting                                            1
SECTION 2.02.  Special Meetings                                          1
SECTION 2.03.  Place of Meeting                                          1
SECTION 2.04.  Notice of Meeting                                         1
SECTION 2.05.  Closing of Transfer Books or Fixing of Record Date        2
SECTION 2.06.  Presiding Officer and the Secretary                       2
SECTION 2.07.  Voting Lists                                              2
SECTION 2.08.  Quorum                                                    3
SECTION 2.09.  Proxies                                                   3
SECTION 2.10.  Voting of Shares                                          3
SECTION 2.11.  Voting of Shares by Certain Holders                       3
SECTION 2.12.  Cumulative Voting                                         4
SECTION 2.13.  Stockholder Proposals                                     4

ARTICLE III.  BOARD OF DIRECTORS                                         5
SECTION 3.01.  General Powers                                            5
SECTION 3.02.  Qualifications                                            5
SECTION 3.03.  Number, Tenure and Election                               5
SECTION 3.04.  Regular Meetings                                          6
SECTION 3.05.  Special Meetings                                          6
SECTION 3.06.  Action by Directors Without a Meeting                     6
SECTION 3.07.  Notice                                                    7
SECTION 3.08.  Quorum                                                    7
SECTION 3.09.  Organization                                              7
SECTION 3.10.  Manner of Acting                                          7
SECTION 3.11.  Compensation                                              7
SECTION 3.12.  Presumption of Assent                                     7
SECTION 3.13.  Vacancies                                                 8
SECTION 3.14.  Emergency Provisions                                      8
SECTION 3.15.  Meetings by Telephone Conference Calls                    8

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ARTICLE IV.   OFFICERS                                                   8
SECTION 4.01.  Generally                                                 8
SECTION 4.02.  Chairman of the Board of Directors                        9
SECTION 4.03.  Vice-Chairman of the Board of Directors                   9
SECTION 4.04.  President                                                 9
SECTION 4.05.  Vice Presidents                                           9
SECTION 4.06.  Secretary                                                 9
SECTION 4.07.  Treasurer                                                 9
SECTION 4.08.  Other Officers                                           10
SECTION 4.09.  Removal                                                  10
SECTION 4.10.  Vacancies                                                10
SECTION 4.11.  Salaries                                                 10

ARTICLE V.    STOCK CERTIFICATES                                        10
SECTION 5.01.  Certificates for Shares                                  10
SECTION 5.02.  Transfer of Shares                                       11

ARTICLE VI.   INDEMNIFICATION                                           11
SECTION 6.01.  General Provision                                        11
SECTION 6.02.  Suits by Corporation                                     11
SECTION 6.03.  Successful Defense                                       12
SECTION 6.04.  Authorization of Indemnification                         12
SECTION 6.05.  Advance Payments                                         12
SECTION 6.06.  Exclusivity                                              12
SECTION 6.07.  Insurance                                                13
SECTION 6.08.  Partial Enforcement                                      13

ARTICLE VII.  CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS	13
SECTION 7.01.  Contracts                                                13
SECTION 7.02.  Loans                                                    13
SECTION 7.03.  Checks, Drafts, etc.                                     13
SECTION 7.04.  Deposits                                                 13

ARTICLE VIII. CONFIRMATION AND RATIFICATION OF CONTRACTS                14
SECTION 8.01.  Conflicts of Interest                                    14
SECTION 8.02.  Ratification by Stockholders                             14

<PAGE>

ARTICLE IX.   YEAR                                                      14

ARTICLE X.    DIVIDENDS                                                 14

ARTICLE XI.   SEAL                                                      14

ARTICLE XII.  WAIVER OF NOTICE                                          15

ARTICLE XIII. BYLAWS                                                    15
SECTION 13.01. Inspection                                               15
SECTION 13.02. Amendments                                               15

<PAGE>


                                BYLAWS

                                  OF

                 BRITTON & KOONTZ CAPITAL CORPORATION

                         NATCHEZ, MISSISSIPPI




                      Adopted January 20, 1998



<PAGE>




                 BRITTON & KOONTZ CAPITAL CORPORATION

                         NATCHEZ, MISSISSIPPI


                                BYLAWS


                         ARTICLE I.  OFFICES



        SECTION 1.01.  Principal Office.  The principal
office of the Corporation shall be at Natchez, Adams County,
Mississippi.  The Corporation may have such other offices as
the Board of Directors may designate or the business of the
Corporation may require.

        SECTION 1.02.  Registered Office.  The registered
office of the Corporation required by the Mississippi Business
Corporation Act to be maintained in the State of Mississippi
may be, but need not be, identical with the Corporation's
principal office, and the address of the registered office may
be changed from time to time by the Board of Directors as
provided by law.

	ARTICLE II.  STOCKHOLDERS

        SECTION 2.01.  Annual Meeting.  The annual
meeting of the stockholders for the purpose of electing
directors and for the transaction of such other business as may
come before the meeting shall be held on such date and at
such time as the Board of Directors shall determine.  The
annual meeting of stockholders may be held conjointly with
the annual meeting of the Board of Directors.

        SECTION 2.02.  Special Meetings.  Special meetings
of the stockholders, for any purpose, may be called by the
Chairman of the Board, 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 one-tenth of all the
outstanding shares of the Corporation entitled to vote at the
meeting.  Such request shall state the purposes of the
proposed meeting.  Business transacted at all special meetings
shall be confined to the objects stated in the call.

        SECTION 2.03.  Place of Meeting.  The Board of
Directors may designate any place as the place of meeting for
any meeting of the stockholders.  If no designation is made,
the place of meeting shall be at the Corporation's principal
office.


        SECTION 2.04.  Notice of Meeting.  Written notice
stating the time and place of the meeting and, in case of a
special meeting, the purpose for which the meeting is called,
shall be delivered not less than ten nor more than sixty 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
other persons calling the meeting, to each stockholder 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 stockholder at such stockholder's
address as it appears on the stock transfer books of the
Corporation.

<PAGE>

        SECTION 2.05.  Closing of Transfer Books or Fixing
of Record Date.  For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of
any dividend, or in order to make a determination of
stockholders for any other purpose, the Board of Directors
may provide that the stock transfer books shall be closed for
a stated period not to exceed sixty days.  If the stock transfer
books shall be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days
immediately preceding such meeting.  In lieu of closing the
stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination
of stockholders, such date to be not more than sixty days and,
in case of a meeting of stockholders, not less than ten days
prior to the date on which the particular action, requiring
such determination of stockholders, is to be taken.  If the
stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or
to vote at a meeting of stockholders, or stockholders 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 stockholders.  When a determination of
stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination
shall apply to any adjournment thereof.

        SECTION 2.06.  Presiding Officer and the
Secretary.  The President or, in the President's absence, an
officer designated by the Board of Directors, shall preside at
all stockholder meetings, and the Secretary shall serve as
secretary.  Otherwise, a Chairman and/or Secretary shall be
elected by the stockholders present to act in the absence of
those officers.


        SECTION 2.07.  Voting Lists.  The officer or agent
having charge of the stock transfer books of the Corporation
shall make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list,
for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be
subject to inspection by any stockholder for any proper
purpose during usual business hours.  Such list shall also be
produced and kept open at the time and place of the meeting
and shall be subject to inspection by any stockholder for any
proper purpose during the meeting.  The original stock
transfer book shall be prima facie evidence as to the identity
of stockholders entitled to examine such list or transfer books
or to vote at any meeting of stockholders.

<PAGE>

        SECTION 2.08.  Quorum.  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 stockholders.  If less than a majority 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 called.  The stockholders present at a
duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, as long as not less
than one-third of the shares entitled to vote at the meeting are
represented.  If a quorum is present, or the above conditions
are fulfilled so that business may be transacted, the
affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater
number is required by law or the articles of incorporation or
elsewhere in these Bylaws by specific provision.

        SECTION 2.09.  Proxies.  At all meetings of
stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by the stockholder's duly
authorized attorney-in-fact.  Such proxy shall be filed with
the Secretary of the Corporation before or at the time of
meeting.  No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the
proxy.

        SECTION 2.10.  Voting of Shares.  Subject to the
provisions of Section 2.12, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted
to a vote at a meeting of stockholders.

        SECTION 2.11.  Voting of Shares by Certain
Holders.  Shares standing in the name of another corporation
or entity may be voted by such officer, agent or proxy as the
bylaws of such corporation or entity may prescribe or, in the
absence of such provision, as the board of directors or other
governing body of such corporation or entity may designate.

        Shares held by an administrator, executor, guardian or
conservator may be voted by such administrator, executor,
guardian or conservator, either in person or by proxy, without
a transfer of such shares into such administrator's, executor's,
guardian's or conservator's name.  Shares standing in the
name of a trustee may be voted by the trustee, either in person
or by proxy, but no trustee shall be entitled to vote shares
held by a trustee without a transfer of such shares into that
trustee's name.

<PAGE>


        Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into the receiver's name if authority to do
so is contained in an appropriate order of the court by which
such receiver was appointed.

        A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.

        The Corporation may own shares of its own stock as
provided by Mississippi law.  If the Corporation owns shares
of its own stock at any time, those shares shall not be voted,
directly or indirectly, at any meeting, and shall not be counted
in determining the total number of shares outstanding at any
given time.

        SECTION 2.12.  Cumulative Voting.  At each
election for directors every stockholder entitled to vote at
such election shall have the right to vote, in person or by
proxy, the number of shares owned by that stockholder for as
many persons as there are directors to be elected and for
whose election that stockholder has a right to vote, or to
cumulate that stockholder's votes by giving one candidate as
many votes as the number of such directors multiplied by the
number of that stockholder's shares shall equal, or by
distributing such votes on the same principle among any
number of such candidates.

        SECTION 2.13.  Stockholder Proposals.

(a)	If any stockholder desires to submit a proposal
for action at any meeting of stockholders, including the
nomination of one or more individuals for election as a
director, such stockholder (hereinafter the "proponent") and
proposal must satisfy and comply with all of the following
conditions and requirements:

        (1)     At the time of submitting the proposal,
the proponent must be the record or beneficial owner of at
least 1% or $1,000 in market value of shares having voting
power on the proposal at the meeting and have held such
shares for at least one year, and the proponent shall continue
to own such shares through the date on which the meeting is
held.

        (2)     The proposal must be submitted in
writing and be accompanied by written disclosure of the
proponent's name, address, number of shares owned, the
dates upon which such shares were acquired, and
documentary support of the proponent's ownership of such
shares.


        (3)     The proposal and other required
material must be received by the Corporation a reasonable
period of time in advance of the meeting to which the
proposal relates and in any event must comply with the
notification requirements set forth in Rule 14a-8 of Regulation
14A adopted pursuant to the Securities Exchange Act of
1934, as amended from time to time.

<PAGE>

        (4)     If the proposal nominates one or more
individuals for election as a director, the proposal must
include or be accompanied by a written statement of each
nominee's signed consent to being named as such a nominee
and to serve if elected.

        (5)     The proposal must be presented at the
meeting for which it is submitted by the proponent or a duly
authorized and qualified representative.

(b)	If the proponent or proposal fails, in any
respect, to satisfy and comply with all of the foregoing
conditions and requirements, the proposal shall be deemed as
not properly coming before the meeting and no votes cast in
support of the proposal shall be given effect, except for the
purpose of determining the presence of a quorum.

(c)	Notwithstanding any provision of these Bylaws
to the contrary, the Corporation may exclude from
consideration by stockholders at any meeting of stockholders
any proposal permitted or required to be excluded from
consideration by applicable law, rule or regulation.

(d)	This Section 2.13 shall not be applicable to
proposals placed before any meeting of stockholders by action
of the Board of Directors.

                ARTICLE III.  BOARD OF DIRECTORS

        SECTION 3.01.  General Powers.  The business and
affairs of the Corporation shall be managed and administered
by its Board of Directors.  Except as limited by law, all
corporate powers shall be vested in and exercised by the
Board.

        SECTION 3.02.  Qualifications.  In addition to such
qualifications as may be required by law or the Articles of
Incorporation, beginning with the annual meeting in the year
2000, no individual shall be eligible to serve or to continue
to serve as a director upon that director attaining his or her
72nd birthday.  Thereafter, any incumbent director who
attains the age of 72 may remain in office until the next
succeeding annual meeting of stockholders, at which time
such director shall retire from the Board of Directors.
Notwithstanding the foregoing provisions of this Section 3.02,
retiring directors may, upon invitation of the Board of
Directors, continue for a period of up to an additional five (5)
years in the capacity of non-voting advisory members of the
Board of Directors.

<PAGE>


        SECTION 3.03.  Number, Tenure and Election.  The
Corporation shall have three classes of directors, each class to
be as nearly equal in number as possible, with the term of
office of one class expiring each year.  The number of
directors of the Corporation shall be not less than five (5) nor
more than twenty-five (25), and the Board of Directors shall
establish by resolution the number of directors to serve and
the number of directors to comprise each class.  At each
annual meeting, the number of directors equal to the number
of the class whose term expires at the time of such meeting
shall be elected to hold office for a term of three (3) years.

        Except as otherwise provided in Section 3.13 below,
directors shall be elected only at annual meetings of
stockholders, and any vacancy in the Board of Directors,
however created, shall be filled at the annual meeting
succeeding the creation of such vacancy.  If the number of
directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number
of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for
a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director.

        No member of the Board of Directors may be
removed, with or without cause, except at a meeting called in
accordance with the Bylaws expressly for that purpose and
except upon a vote in favor of such removal of the holders of
eighty percent (80%) of the shares then entitled to vote at an
election of directors; and in the event that less than the entire
Board is to be removed, no one of the directors may be
removed if the votes cast against that director's removal would
be sufficient to elect that director if then cumulatively voted
at an election of the class of directors of which that director
is a part.

        SECTION 3.04.  Regular Meetings.  A regular
meeting of the Board of Directors shall be held without other
notice than this bylaw, immediately after or conjointly with,
and at the same place as, the annual meeting of stockholders.
 The Board of Directors shall provide by resolution the time
and place for the holding of additional meetings without other
notice than such resolution.

        SECTION 3.05.  Special Meetings.  Special meetings
of the Board of Directors may be called by or at the request
of the President, the Chairman of the Board of Directors or
by a majority of the Board of Directors.  The person or
persons authorized to call special meetings of the Board of
Directors may fix any place as the place for holding any
special meeting of the Board of Directors called by them.

        SECTION 3.06.  Action by Directors Without a
Meeting.  Any action required to be taken at a meeting of the
Board of Directors, or any action which may be taken at a
meeting of the directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to
the subject matter thereof.

<PAGE>

        SECTION 3.07.  Notice.  Notice of any special
meeting shall be given by telephone or telegram or by written
notice delivered personally or mailed to each director at the
director's business address.  If notice is by personal delivery,
the delivery shall be at least two days prior to the special
meeting.  If notice is given by mail, such notice shall be
deposited in the United States mail and addressed to each
director at the director's business address at least five days
prior to any special meeting.  If notice is given by telegram,
such notice shall be delivered to the telegram company at
least five days prior to any special meeting.  If notice is given
by telephone, such notice shall be made at least two days
prior to any special meeting.  Any director may waive notice
of any meeting.  The attendance of a director at a meeting
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.  Neither the
business to be transacted at, nor the purpose of, any meeting
of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

        SECTION 3.08.  Quorum.  A majority of the number
of directors elected and serving shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, but if less than such a majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

        SECTION 3.09.  Organization.  The Board of
Directors shall elect one of its members Chairman of the
Board, who shall preside at all meetings of the Board.  By
resolution the directors shall designate from among its
members an Executive Committee and may designate from its
members other committees, each of which shall have such
authority as is prescribed by the Board of Directors.  All such
committees shall keep regular minutes of their meetings and
shall report their actions to the Board of Directors at its next
meeting.

        SECTION 3.10.  Manner of Acting.  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.

        SECTION 3.11.  Compensation.  By resolution of the
Board of Directors, the directors may be paid for the expense
of attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director.  Members of
special or standing committees may be allowed like
compensation for attending meetings.  However, no such
payments shall preclude any director from serving the
Corporation as an officer or in any other capacity and
receiving compensation in that other capacity.

<PAGE>

        SECTION 3.12.  Presumption of Assent.  A director
of the Corporation who is present at a meeting of the Board
of Directors at which action is taken shall be presumed to
have assented to the action taken unless that director's dissent
shall be entered in the minutes of the meeting or unless that
director shall file a 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 within
twenty-four (24) hours after the adjournment of the meeting.
 Such right to dissent shall not apply to a director who voted
in favor of such action.

        SECTION 3.13.  Vacancies.  When any vacancy
occurs among the directors by reason of death or resignation,
the remaining members of the Board may appoint a director
to fill such vacancy at any meeting of the Board.

        SECTION 3.14.  Emergency Provisions.  During the
existence or continuance of any emergency resulting from an
attack on the United States or during any nuclear or atomic
disaster:

(a)	A meeting of the Board of Directors may be
called by any director.

(b)	Notice of any meeting need be given only to
such of the directors as it may be feasible to reach and by
such means as may be feasible at the time.

(c)	Any director in attendance at any meeting of
the Board of Directors shall constitute a quorum for the
transaction of business.

(d)	If all of the directors are absent or otherwise
unavailable, any officer present shall be deemed to be a
director for all purposes.

        SECTION 3.15.  Meetings by Telephone Conference
Calls.  The members of the Board of Directors may
participate in and hold a meeting of the Board of Directors by
means of conference telephone or similar communications
equipment, provided that all persons participating in the
meeting can hear and communicate with each other, and
participation in such a meeting shall constitute presence at
such meeting by any such director, except where a person
participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

<PAGE>

                  ARTICLE IV.  OFFICERS

        SECTION 4.01.  Generally.  The officers of the
Corporation shall consist of a Chairman of the Board of
Directors, a Vice-Chairman of the Board of Directors, a
President, one or more Vice Presidents, a Secretary and a
Treasurer.  Officers shall be elected by the Board of
Directors.  Each officer shall hold office until a successor is
elected and qualified or until that officer's earlier resignation
or removal.  Any one or more offices may be held by the
same person, except the offices of President and Secretary.

        SECTION 4.02.  Chairman of the Board of
Directors.  The Board of Directors shall appoint one of its
members to be Chairman of the Board.  Such person shall not
be a regular officer of the Corporation.  Such person shall
preside at all meetings of the Board of Directors.  The
Chairman of the Board shall supervise the carrying out of the
policies adopted or approved by the Board; and shall have
such additional powers, duties and responsibilities as are
prescribed by the Board of Directors.

        SECTION 4.03.  Vice-Chairman of the Board of
Directors.  The Board of Directors shall appoint one of its
members, other than a regular officer of the Corporation, to
be the Vice-Chairman.  The Vice-Chairman shall act during
the absence of the Chairman, and the Vice-Chairman, during
the absence of the Chairman, shall have all of the power,
authority, duties and responsibilities of the Chairman.

        SECTION 4.04.  President.  The Board of Directors
shall appoint a President who shall be the Chief Executive
Officer of the Corporation.  The President shall have general
executive powers, as well as the specific powers conferred by
these Bylaws.  The President shall also have and may exercise
such further powers and duties as from time to time may be
prescribed by the Board of Directors.  One of the Vice
Presidents shall be designated by the Board of Directors, in
the absence of the President, to perform all the duties of the
President.

        SECTION 4.05.  Vice Presidents.  The Board of
Directors may appoint one or more Vice Presidents and shall
have the authority to designate different classes of Vice
Presidents, including Executive Vice Presidents, Senior Vice
Presidents, Assistant Vice Presidents, and such other classes
as from time to time may appear to the Board of Directors to
be required or desirable to transact the business of the
Corporation.  Each Vice President shall have such powers and
duties as may be prescribed by the President or by the Board
of Directors.

        SECTION 4.06.  Secretary.  The Board of Directors
shall appoint a Secretary, who shall: (a) keep the minutes of
the stockholders and of the Board of Directors meetings; (b)
see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; (c) be
custodian of the corporate records and of the seal of the
Corporation and see that 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 stockholder which
shall be furnished to the Secretary by each stockholder; (e)
sign with the President or other designated officer stock
certificates of the Corporation; (f) have charge of the stock
transfer books of the Corporation; and (g) in general perform
all duties incident to the office of Secretary and such other
duties as may from time to time be prescribed by the
President or by the Board of Directors.

<PAGE>

        SECTION 4.07.  Treasurer.  The Treasurer shall: (a)
have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts
for monies due and payable to the Corporation, and deposit
all such monies in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with the provisions of Article VII of these Bylaws;
and (b) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time
may be prescribed by the President or by the Board of
Directors.

        SECTION 4.08.  Other Officers.  The Board of
Directors may appoint 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 exercise such powers and perform such duties as pertain
to their offices, or as may be prescribed by the President or
by the Board of Directors.

        SECTION 4.09.  Removal.  Any officer or agent
elected or appointed by the Board of Directors may be
removed by the Board of Directors at any time with or
without cause, and the election of another person to an office
shall automatically remove the incumbent from such office.

        SECTION 4.10.  Vacancies.  The Board of Directors
shall have authority to fill any vacancy occurring in the
offices of the Corporation by election at any meeting of the
Board of Directors.

        SECTION 4.11.  Salaries.  The salaries of the officers
shall be fixed from time to time by the Board of Directors and
no officer shall be prevented from receiving a salary by
reason of the fact that that officer is also a director or
employee of the Corporation.  The President may fix the
salaries of the employees who are not officers, subject to the
approval of the Board of Directors.

              ARTICLE V.  STOCK CERTIFICATES


        SECTION 5.01.  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 or a Vice
President and by the Secretary or an Assistant Secretary and
shall be attested by the corporate seal.  All certificates for
shares shall be consecutively numbered or otherwise
identified.  The name and address of each person to whom
shares are issued, and 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 canceled, and no new certificates shall be
issued until the former certificate for a like number of 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.  No
stock certificate will be issued for fractional shares of stock,
and no dividend payment will be made for fractional shares
of stock.

<PAGE>

        SECTION 5.02.  Transfer of Shares.  Transfer of
shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record
thereof or by such holder's legal representative, who shall
furnish proper evidence of authority to the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares.  The Corporation shall be entitled
to treat the holder of record of any shares of stock as the
holder in fact thereof and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the
part of any other person, whether or not the Corporation shall
have express or other notice thereof.

                ARTICLE VI. INDEMNIFICATION

        SECTION 6.01.  General Provision.  Subject to the
provisions of Section 6.04, the Corporation shall indemnify
any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals (other than
an action by or in the right of the Corporation), by reason of
the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's
conduct was unlawful.

<PAGE>

        SECTION 6.02.  Suits by Corporation.  Subject to
the provisions of Section 6.04, the Corporation shall
indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed
claim, action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's
duty to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

        SECTION 6.03.  Successful Defense.  To the extent
that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 6.01 or
6.02, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith, notwithstanding that such
person has not been successful on any other claim, issue or
matter in any such action, suit or proceeding.

<PAGE>


        SECTION 6.04.  Authorization of Indemnification.
Any indemnification under Sections 6.01 or 6.02
shall (unless ordered by a court) be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because
such person has met the applicable standard of conduct set
forth in Section 6.01 or 6.02, as the case may be.  Such
determination shall be made (l) by the Board of Directors by
a majority vote of a quorum consisting of directors who were
not parties to, or who have been wholly successful on the
merits or otherwise with respect to, such claim, action, suit
or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(3) by the stockholders.

        SECTION 6.05.  Advance Payments.  Expenses
(including attorneys' fees) incurred in defending a civil or
criminal claim, action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such claim,
action, suit or proceeding as authorized in the manner
provided in Section 6.04 upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay
such amount if and to the extent it shall ultimately be
determined that such person is not entitled to be indemnified
by the Corporation as authorized in this section.


        SECTION 6.06.  Exclusivity.  The indemnification
provided by Article VI shall not be deemed exclusive of, and
shall be in addition to, any other rights to which those
indemnified may be entitled under any statute, rule of law,
provision in the Corporation's certificate of incorporation,
bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official
capacity and as to action in another capacity while holding
such office, shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

        SECTION 6.07.  Insurance.  The Corporation shall
have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person
against such liability under the provisions of this Section.

        SECTION 6.08.  Partial Enforcement.  The invalidity
or unenforceability of any provision hereof shall not in any
way affect the remaining provisions hereof, which shall
continue in full force and effect.


<PAGE>

    ARTICLE VII.  CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS

       SECTION 7.01.  Contracts.  The Board of Directors
may authorize any officer or agent to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general
or confined to specific instances.

       SECTION 7.02.  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 confined to specific instances.  Loans may be made
by the Corporation to its officers or directors subject to the
guidelines imposed by law.

       SECTION 7.03.  Checks, Drafts, etc.  All checks,
drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officers and/or agents of
the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

       SECTION 7.04.  Deposits.  All funds of the
Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of
Directors may select.

<PAGE>

	ARTICLE VIII.  CONFIRMATION AND RATIFICATION OF CONTRACTS

       SECTION 8.01.  Conflicts of Interest.  In the absence
of fraud, no contract or other transaction of the Corporation
shall be affected or invalidated in any way by the fact that any
of the directors of the Corporation are in any way interested
in or connected with any other party to such contract or
transaction or are themselves parties to such contract or
transaction, provided that such interest shall be fully disclosed
or otherwise known to the Board of Directors at its meeting
at which such contract or transaction is authorized or
confirmed, and provided further that at the meeting of the
Board of Directors authorizing or confirming such contract or
transaction, there shall be present a quorum of directors not
so interested or connected and such contract or transaction
shall be approved by a majority of such quorum, which
majority shall consist of directors not so interested or
connected.  Any director of the Corporation may vote upon
any contract or other transaction between the Corporation and
any subsidiary or affiliated corporation without regard to the
fact that that director is also a director of such subsidiary or
affiliated corporation.

       SECTION 8.02.  Ratification by Stockholders.  Any
contract, transaction, or act of the Corporation or of the
Board of Directors or any committee thereof which shall be
ratified by a majority of the stockholders of the Corporation
shall be as valid and binding as though ratified by every
stockholder of the Corporation; provided, however, that any
failure of the stockholders to approve or ratify such contract,
transaction, or act, when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the
Corporation, its officers or directors of their right to proceed
with such contract, transaction or action.

                   ARTICLE IX.  YEAR

        The Corporation's tax and accounting year shall be a
fiscal year ending December 31.

                 ARTICLE X.  DIVIDENDS

        The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its
outstanding shares, payable in cash, other assets or by way of
stock dividends.  No dividends will be paid with respect to
any fractional shares of stock.

                   ARTICLE XI.  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, its state of incorporation
and the words "Corporate Seal."

<PAGE>

              ARTICLE XII.  WAIVER OF NOTICE

        Whenever any notice is required to be given to any
stockholder or director of the Corporation under the
provisions of these Bylaws, the Corporation's articles of
incorporation or the laws of the State of Mississippi, 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 XIII.  BYLAWS

        SECTION 13.01.  Inspection.  A copy of the Bylaws
shall at all times be kept at the principal office of the
Corporation and shall be open for inspection to all
stockholders for any proper purpose during regular business
hours.

        SECTION 13.02.  Amendments.  These Bylaws may
be altered, amended or repealed and new Bylaws may be
adopted by a two-thirds (2/3rds) vote of the directors then
holding office at any meeting of the Board of Directors.