Exhibit 3.2


                                  BY-LAWS
                                    OF
                              DELCHAMPS, INC.

 (Composite Copy as of November 11, 1996 of By-laws of Delchamps, Inc. as
    Amended, Compiled in the Manner Required by Rule 601 (b)(3)(ii) of
  Regulation S-K Promulgated Under the Securities Act of 1933, as Amended)


                                 ARTICLE I
                                  OFFICES

     SECTION   1.   PRINCIPAL   OFFICE.   The  principal  office  shall  be
established and maintained in the  City  of Mobile, County of Mobile, State
of Alabama.

     SECTION 2. OTHER OFFICES.  The Corporation  may  have  other  offices,
either  within  or  outside  of  said State, at such place or places as the
Board of Directors may from time to  time  appoint  or  the business of the
Corporation may require.

                            ARTICLE II
                           STOCKHOLDERS

     SECTION 1. PLACE OF MEETING.  All meetings of stockholders shall be at
such place as may be directed by the Board of Directors.

     SECTION 2. ANNUAL MEETINGS.  The annual meeting of stockholders  shall
be held on such date and at such time as the Board of Directors may direct.

     SECTION 3. SPECIAL MEETINGS.  Special meetings of the stockholders may
be  called  by  the President, the Board of Directors or the holders of not
less than ten percent of all the shares entitled to vote at the meeting.

     In order for  the  stockholders  to call such a meeting, the requisite
percentage thereof shall deliver to the  President or Secretary a statement
in  writing  signed  by the holders of the requisite  percentage  of  stock
stating the purposes therefore  and  requesting  that  the  Secretary  send
required notices to the stockholders.

     SECTION  4. NOTICE OF MEETINGS.  Written or printed notice stating the
place, day and  hour  of  the meeting shall be given before the date of the
meeting, either personally or by mail, by, or at the direction of the Board
of Directors, the President,  Secretary,  or the officer or persons calling
the  meeting,  to  each stockholder of record  entitled  to  vote  at  such
meeting.  Such notice  shall be given not less than ten nor more than fifty
days before the date of  the  meeting.   Notwithstanding  the provisions of
this section, the stock or bonded indebtedness of the Corporation shall not
be increased at a meeting unless thirty days' notice of such  meeting shall
have been given to each stockholder entitled to vote thereat.

     In  the  case  of a special meeting, such notice shall also state  the
purpose or purposes for  which the meeting is called, or the special action
which is proposed to be taken,  in  such  detail  as may be required by all
applicable laws of the State of Alabama.

     If mailed, any such notice shall be deemed to  have  been  given  when
deposited  in  the  United States mail, addressed to the stockholder at his
address as it appears  on the stock transfer books of the Corporation, with
postage thereon prepaid.

     SECTION 5. PRESIDING  OFFICER  AT  MEETINGS.   The  President,  or his
designee,  or the designee of the Board of Directors in the absence of  the
President and  his  failure  to  name  his  designee,  shall preside at all
meetings  of  the shareholders, including special meetings.   In  presiding
over meetings of  the  shareholders,  the  President or such designee shall
have full authority to establish rules of conduct  and  procedure, to limit
the nature, extent and time to be devoted to the discussion  of  any  issue
and  the number of individuals who may speak for and against any issue,  to
determine  whether  an  issue  or  motion  shall be voted on by heads or by
shares represented and to determine whether  such  vote shall be by written
ballot,  and  to  rule  out of order any inappropriate comment,  statement,
question or motion, or any individual who fails to comply with the rules of
procedure so established,  and  to  take  such  other actions as he, in his
discretion,  shall  deem appropriate to insure that  the  business  of  the
meeting is conducted  in  a  manner  that  is expeditious, businesslike and
fair.

     SECTION  6.  QUORUM.  Except as otherwise  required  by  law,  by  the
Articles of Incorporation  or  by these By-Laws, the presence, in person or
by  proxy,  of  stockholders  holding  a  majority  of  the  stock  of  the
Corporation entitled to vote shall  constitute  a quorum at all meetings of
the stockholders.  In case a quorum shall not be  present  at  any meeting,
the  holders  of  a  majority  in  interest  of  the stock entitled to vote
thereat, whether present in person or by proxy, shall  have  the  power  to
adjourn   the  meeting  from  time  to  time,  without  notice  other  than
announcement  at  the  meeting,  until the Amount of stock entitled to vote
necessary  to  constitute  a quorum shall  be  represented.   At  any  such
adjourned meeting at which the  requisite  amount of stock entitled to vote
shall be represented, any business may be transacted  which might have been
transacted   at   the  meeting  as  originally  noticed;  but  only   those
stockholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof.

     SECTION 7. VOTING.  Each stockholder shall be entitled to one vote on.
any matter for each  share  of  stock entitled to vote thereon held by such
stockholder.  A stockholder may vote  either in person or by proxy executed
in writing by the stockholder or by his  duly  authorized attorney in fact.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

     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 him for as many persons as there are directors to
be elected and for  whose  election  he  has the right to vote.  Cumulative
voting  shall  not  be permitted.  All elections  for  directors  shall  be
decided by plurality vote; all other questions shall be decided by majority
vote except as otherwise  required  by the Articles of Incorporation, these
By-Laws, or the Laws of Alabama.

     The officer or agent having charge  of  the stock transfer books shall
make,  at least ten days before each meeting of  stockholders,  a  complete
list  of  the  stockholders  entitled  to  vote  at  such  meeting  or  any
adjournment  thereof,  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 principal office of the
Corporation and shall be subject to  inspection  by  any stockholder at any
time during usual business hours of the Corporation.   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 during the whole  time  of  the
meeting.  Failure to comply  with  the requirements of this paragraph shall
not affect the validity of any action taken at such meeting.

     SECTION 8. ACTION WITHOUT MEETING.  Any action required by the laws of
Alabama to be taken at a meeting of  stockholders  of  this Corporation, or
any  action  which  may be taken at a meeting of the stockholders,  may  be
taken without a meeting  if  a consent in writing, setting forth the action
so taken, shall be signed by all  of  the  stockholders  entitled  to  vote
thereat with respect to the subject matter thereof.

     Such  consent shall have the same force and effect as a unanimous vote
of stockholders,  and  may  be  stated  as  such in any writing or document
required to be filed under the laws of Alabama.

                                ARTICLE III
                                 DIRECTORS

     SECTION 1. NUMBER, ELECTION AND TERMS.   Except  as otherwise fixed by
or pursuant to the provisions of Article Four of the Restated  Articles  of
Incorporation  relating to the rights of the holders of any class or series
of stock having  a preference over the Common Stock as to dividends or upon
liquidation to elect  additional  directors  under specified circumstances,
the number of the Directors of the Corporation  shall be fixed from time to
time  by  the  Board  of Directors but shall not be less  than  nine.   The
Directors, other than those  who may be elected by the holders of any class
or  series  of  stock having a preference  over  the  Common  Stock  as  to
dividends or upon  liquidation,  shall  be  classified, with respect to the
time for which they severally hold office, into  three  classes,  as nearly
equal in number as possible, as determined by the Board of Directors of the
Corporation, one class to be originally elected for a term expiring  at the
annual  meeting  of  shareholders  to  be held in 1985, another class to be
originally  elected  for  a  term  expiring  at   the   annual  meeting  of
shareholders to be held in 1986, and another class to be originally elected
for a term expiring at the annual meeting of shareholders  to  be  held  in
1987,  with  each  class  to hold office until its successor is elected and
qualified.   At  each  annual   meeting   of   the   shareholders   of  the
Corporation,.the successors of the class of Directors whose term expires at
that  meeting  shall  be  elected to hold office for a term expiring at the
annual meeting of shareholders held in the third year following the year of
their election.

     SECTION 2. SHAREHOLDER  NOMINATION OF DIRECTOR CANDIDATES.  Subject to
the rights of holders of any class  or  series of stock having a preference
over the Common Stock as to dividends or  upon liquidation, nominations for
the election of directors may be made by the  Board of Directors or a proxy
committee  appointed  by  the  Board  of Directors or  by  any  shareholder
entitled  to  vote in the election of directors  generally.   However,  any
shareholder entitled  to  vote  in  the election of directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such shareholder's  intent  to  make  such  nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not  later  than
(i)  with  respect  to  the  election  to  be  held at an annual meeting of
shareholders, 90 days in advance of such meeting,  and (ii) with respect to
an  election  to  be  held  at  a special meeting of shareholders  for  the
election of directors, the close  of  business on the seventh day following
the date on which notice of such meeting  is  first  given to shareholders.
Each  such  notice  shall  set  forth:  (a)  the  name and address  of  the
shareholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the shareholder  is  a holder of
record  of  stock  of the Corporation entitled to vote at such meeting  and
intends to appear in  person  or  by  proxy  at the meeting to nominate the
person  or  persons  specified  in the notice; (c)  a  description  of  all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming  such  person  or  persons) pursuant to
which the nomination or nominations are to be made by the  shareholder; (d)
such other information regarding each nominee proposed by such  shareholder
as would be required to be included in a proxy statement filed pursuant  to
the  proxy rules of the Securities and Exchange Commission, had the nominee
been nominated  by  the  Board  of Directors; and (e) the signed consent of
each nominee to serve as a Director  of the Corporation if so elected.  The
chairman of the meeting may refuse to  acknowledge  the  nomination  of any
person not made in compliance with the foregoing procedure.

     SECTION  3.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.  Except as
otherwise provided for or fixed by or pursuant to the provisions of Article
Four of the Restated Articles of Incorporation relating  to  the  rights of
the  holders  of any class or series of stock having a preference over  the
Common Stock as  to  dividends or upon liquidation to elect directors under
specified circumstances,  any vacancies on the Board of Directors resulting
from death, resignation, disqualification,  removal  or  other cause (other
than a newly created directorship resulting from an increase  in the number
of  Directors) may be filled by the affirmative vote of a majority  of  the
remaining  Directors  then in office, even though less than a quorum of the
Board of Directors.  Any  Director elected in accordance with the preceding
sentence  shall  hold  office   until   the  next  annual  meeting  of  the
shareholders and until such Director's successor  shall  have  been elected
and qualified.  In the case of a vacancy occurring other than in  the  last
year  of  a  Director's  term  of  office,  the Board of Directors may take
appropriate steps by designation of short terms  or  otherwise,  to  insure
that the term of office of the successor Director expires concurrently with
the  terms  of the other Directors of his predecessor's class.  No decrease
in the number  of  Directors  constituting  the  Board  of  Directors shall
shorten the term of any incumbent Director.

     SECTION 4. REMOVAL.  Subject to the rights of any class  or  series of
stock  having  a  preference over the Common Stock as to dividends or  upon
liquidation to elect  Directors under specified circumstances, any Director
may be removed from office,--with or without cause, only by the affirmative
vote of the holders of  80%  of  the  combined  voting  power  of  the then
outstanding  shares of stock entitled to vote generally in the election  of
directors, voting together as a single class.

     SECTION 5. MANDATORY RETIREMENT OF DIRECTORS.

     Notwithstanding  any-thing contained in these By-Laws to the contrary,
the term of office of each  Director, with the sole exception of members of
the original Board of Directors as constituted at the time of incorporation
of Delchamps, Inc., shall expire at the annual meeting of shareholders held
in the year in which such Director(s) reaches seventy (70) years of age.


     SECTION 6. RESIGNATIONS.   Any  Director  or  member  of  a  committee
designated  by  the  Board  of  Directors  may  resign  at  any time.  Such
resignation  shall  be  made in writing and shall take effect at  the  time
specified therein, and if  no  time  be  so  specified,  at the time of its
receipt  by  the  President  or Secretary. The acceptance of a  resignation
shall not be necessary to make it effective.

     SECTION 7. POWERS.  The Board  of  Directors shall exercise all of the
powers of the Corporation except such as  are by law, or by the Articles of
Incorporation,  or  by these By-Laws conferred  upon  or  reserved  to  the
stockholders; shall determine  the  compensation of officers; and may, with
or without cause, remove any officer at any time.

     SECTION 8. COMMITTEES.  The Board  of  Directors  may by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
committees and the chairman of each committee so designated, each committee
to consist of two or more of the Directors of the Corporation, which to the
extent provided in such resolution or resolutions,  or  in  these  By-Laws,
shall  have  and  may  during  intervals  between the meetings of the Board
exercise the powers of the Board of Directors  in  the  management  of  the
business and affairs of the Corporation and may have power to authorize the
seal  of  the Corporation to be affixed to all papers which may require it;
provided, however,  that  no such committee shall have the authority of the
Board of Directors in reference  to  declaring  a  dividend or distribution
from  capital  surplus,  issuing capital stock, amending  the  Articles  of
Incorporation, adopting a  plan of merger or consolidation, recommending to
the shareholders the sale, lease,  mortgage,  exchange or other disposition
of  all  or substantially all the property and assets  of  the  Corporation
other-wise   than  in  the  usual  and  regular  course  of  its  business,
recommending to the shareholders a voluntary dissolution of the Corporation
or a revocation  thereof,  filling  vacancies  in the Board of Directors or
amending  By-Laws.  The designation of such committee  and  the  delegation
thereto of  authority  shall not operate to relieve the Board of Directors,
or any member thereof, of any responsibility imposed upon it or him by law.

     SECTION 9. PLACE AND  NOTICE  OF DIRECTORS' MEETINGS.  Meetings of the
Board  of Directors, regular or special,  may  be  held  either  within  or
without the State of Alabama.

     Regular meetings of the Board of Directors may be held with or without
notice,  at  such places and times as shall be determined from time to time
by resolution of the Directors.

     Special meetings  of the Board shall be called by the Secretary or any
Assistant Secretary at the  direction  of the President or of a majority of
the members of the Board of Directors, upon  at  least  one day's notice to
each Director, and shall be held at such place or places  and  at such time
or times as may be determined by the Directors or as shall be stated in the
call of the meeting.

     If mailed, notice of any meeting of the Directors shall be  deemed  to
have  been given when deposited in the United States mail, addressed to the
Director at his address last known to the Corporation, with postage thereon
prepaid.

     SECTION 10.    QUORUM OF DIRECTORS.  A majority of the Directors shall
constitute a quorum for the transaction of business.  The act of a majority
of the Directors present at a meeting at which a quorum is present shall be
the act  of  the  Board  of Directors unless the act of a greater number is
required by the Articles of  Incorporation,  these  By-Laws  or the Laws of
Alabama.

     If at any meeting of the Board of Directors there shall be less than a
quorum  present,  a  majority  of  those  present  may adjourn the meeting,
without further notice, from time to time until a quorum  shall  have  been
obtained.

     If  a  quorum  is  present when any meeting is convened, the Directors
present may continue to do  business, taking action by a vote of a majority
of  a  quorum  as  fixed  above  until   adjournment,  notwithstanding  the
withdrawal of enough Directors to leave less  than a quorum as fixed above,
or the refusal of any Directors present to vote.

     SECTION 11.    COMPENSATION.  The Board of  Directors is authorized to
fix  the  compensation  of Directors.  Nothing herein  contained  shall  be
construed to preclude any  Director  from  serving  the  corporation in any
other   capacity   as  an  officer,  agent  or  other-wise,  and  receiving
compensation therefor.

     SECTION 12.    ATTENDANCE OF A DIRECTOR AT A MEETING.  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
objection  to  the  transaction  of any business because the meeting is not
lawfully called or convened.  The  business  to  be transacted at a regular
meeting of the Board of Directors need not be specified  in  the  notice of
waiver of notice of such meeting.

     SECTION 13.    MEETINGS  BY  TELEPHONE.  Any  meeting of the Board  of
Directors or of any committee thereof may be held by  means of a conference
telephone or similar communications equipment by means  of which all person
participating  in  the  meeting  can hear each other at the same  time  and
participation  by such means shall  constitute  presence  in  person  at  a
meeting.

     SECTION 14.    ACTION  WITHOUT  MEETING.   Any  action  required to be
taken at any meeting of the Board of Directors, or any action  which may be
taken  at  a  meeting of the Board of Directors or of a committee,  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 or all of the members of
the committee, as the case may be.  Such consent shall have the same effect
as a unanimous vote and shall be filed  with  the minutes of proceedings of
the Board or committee.

                                ARTICLE IV
                                 OFFICERS

     SECTION 1. OFFICERS.  The officers of the Corporation may consist of a
President, a Treasurer and a Secretary, and such Vice-Presidents, Assistant
Treasurers and Assistant Secretaries as the Board  of  Directors  may  deem
proper.   In  addition,  the Board of Directors may elect a Chairman and/or
Vice-Chairman of the Board  of Directors.  None of the officers, except the
Chairman  and  the  Vice-Chairman  of  the  Board  of  Directors,  and  the
President, need be Directors.   The  officers shall be elected at the first
annual meeting.  Any two officers, other  than those of President and vice-
President and those of President and Secretary,  may  be  held  by the same
person.  Any officer may resign at any time and such resignation  shall  be
in  writing  and  become  effective at the time specified therein, or if no
time be so specified, then upon its receipt by, the President or Secretary.
The acceptance of such resignation  shall  not  be  necessary  to  make  it
effective.

     SECTION  2.  OTHER  OFFICERS  AND  AGENTS.  The Board of Directors may
appoint such other officers and agents as  it may deem advisable, who shall
hold  their  offices  for such terms and shall  exercise  such  powers  and
perform such duties as  shall  be determined from time to time by the Board
of Directors.

     SECTION 3. CHAIRMAN.  The Chairman  of  the Board of Directors, if one
be elected, shall preside at all meetings of the  Board of Directors and he
shall  have  and  perform such other duties as from time  to  time  may  be
assigned to him by the Board of Directors.

     SECTION 4. PRESIDENT.  The President shall have the general powers and
duties of supervision  and  management  usually  vested  in  the  office of
President  of  a  corporation.   He  shall  preside  at all meetings of the
stockholders if present thereat, and in the absence or  nonelection  of the
Chairman  of  the  Board  of  Directors,  at  all  meetings of the Board of
Directors, and shall have general supervision, direction and control of the
business of the Corporation.

     SECTION   5.  VICE-PRESIDENTS.   Vice-Presidents,  in   the   absence,
unavailability or  inability  of  the  President to act, shall have all the
powers of the President, Each Vice-President  shall  have  such  powers and
shall perform such duties as shall be assigned to him by the Directors.

     SECTION  6.  TREASURER.   The Treasurer shall have the custody of  the
corporate funds and securities and  shall keep full and accurate account of
receipts and disbursing to the Corporation.   He  shall  deposit all moneys
and  other  valuables  in the name and to the credit of the Corporation  in
such depositories as may be designated by the Board of Directors.

     The Treasurer shall  disburse  the  funds of the Corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers
for such disbursements.  He shall render to  the  President  and  Board  of
Directors  at  the  regular meetings of the Board of Directors, or whenever
they may request it, an account of all his transactions as Treasurer and of
the financial condition  of  the  Corporation.  If required by the Board of
Directors, he shall give the Corporation  a bond for the faithful discharge
of  his  duties in such amount and with such  surety  as  the  Board  shall
prescribe.

     SECTION 7. SECRETARY.  The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-Laws, provided that nothing herein contained
shall render  invalid  any notice given by any person or persons authorized
by these By-Laws to give  the same.  He shall record all the proceedings of
the meetings of the stockholders  and of the Directors in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to
him by the Directors or the President.   He  shall  have the custody of the
Seal  of  the  Corporation  and  shall  affix  the same to all  instruments
requiring it, when authorized by the Directors or the President; and attest
the same.  He shall keep or cause to be kept the  stock  transfer  books in
the  manner  prescribed  by  law, so as to show at all times the amount  of
capital stock, the manner and  the time the same was paid in, the names and
the owners thereof, alphabetically  arranged,  their post office addresses,
the number of shares owned by each; keep or cause  to  be  kept stock and -
transfer books which shall be subject to the inspection of the stockholder;
and permit any stockholder to make extracts from said books  to  the extent
and as prescribed by law.

     SECTION  8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  Assistant
Treasurers and  Assistant  Secretaries,  if any, shall be elected and shall
have such powers and shall perform such duties  as  shall  be  assigned  to
them, respectively, by the Directors.

                                 ARTICLE V
                               MISCELLANEOUS

     SECTION 1. CERTIFICATES OF STOCK.  Certificates of stock, numbered and
with the Seal of the Corporation affixed, or a facsimile thereof, signed by
the  President  or  a  Vice-President  and  the  Secretary  or an Assistant
Secretary,  shall be issued to each stockholder certifying the  number  and
class of shares, and the designation of the series, if any, of shares owned
by  each  such  person  in  the  Corporation.  den  such  certificates  are
countersigned by a transfer agent, or registered by a registrar, other than
the Corporation  itself,  or an employee of the Corporation, the signatures
of such officers may be facsimiles.

     SECTION 2. LOST CERTIFICATES.   A  new  certificate  of  stock  may be
issued   in  the  place  of  any  certificate  theretofore  issued  by  the
Corporation, alleged to have been lost or destroyed, and the Directors may,
in  their  discretion,   require   the  owner  of  the  lost  or  destroyed
certificate, or his legal representative,  to  give the Corporation a bond,
or  such  sum as they may direct, not exceeding double  the  value  of  the
stock, to indemnify  the  Corporation  against  any  claim that may be made
against it on account of the alleged loss of any such  certificate,  or the
issuance of any such new certificate.

     SECTION 3. TRANSFER OF SHARES.  The shares of stock of the Corporation
shall  be transferable only upon its books by the holders thereof in person
or by their duly authorized attorneys, agents or legal representatives, and
upon such  transfer  the  old  certificates  shall  be  surrendered  to the
corporation  by  the  delivery thereof to the person in charge of the stock
and transfer books and  ledgers,  or to. such other person as the directors
may designate, by whom they shall be  cancelled, and new certificates shall
thereupon be issued.

     SECTION 4. CLOSING OF TRANSFER BOOKS  AND FIXING 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  proper  purpose,  the Board of Directors may
provide that the stock transfer books shall be closed  for a stated period,
but  not to exceed, in any case, fifty 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 in any case to be not more than fifty 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
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  except  where  the
determination has been made through the closing of the stock transfer books
and the stated period of closing has expired.

     SECTION 5. DIVIDENDS.   Subject  to  the provisions of the Articles of
Incorporation, the Board of Directors may, from time to time, pay dividends
on the outstanding shares of the Corporation  in  cash,  property,  or  the
Corporation's  own  shares,  legally available therefor; provided, however,
that no dividend payable in shares  of  any  class  shall  be  paid  to the
holders  of  shares  of  any  other class (if there be more than one class)
unless  the  Articles of Incorporation  so  provides  or  such  payment  is
authorized by the affirmative vote or the written consent of the holders of
at least a majority  of  the  outstanding  shares of the class in which the
payment is to be made.  Before declaring any  dividend,  there  may  be set
apart,  out  of  any funds of the corporation available for dividends, such
sum or sums as the  directors  from  time  to  time deem proper for working
capital,  or  as a reserve fund to meet contingencies,  or  for  equalizing
dividends, or for such other purposes of the Directors shall deem conducive
to the interests of the Corporation.

     SECTION 6.  SEAL.   The  Corporate  Seal shall be circular in form and
shall contain the name of the Corporation,  and  the words "CORPORATE SEAL"
and  "ALABAMA".     Said  seal may be used by causing  it  or  a  facsimile
thereof to be impressed, affixed, reproduced, inscribed, or otherwise.

     SECTION 7. FISCAL YEAR.   The fiscal year, of the Corporation shall be
fixed by the Board of Directors.

     SECTION 8. CHECKS.  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  officer  of  officers,  agent  or
agents of the Corporation, and in such manner, as shall be determined, from
time to time, by resolution of the Board of Directors.

     SECTION  9.  WAIVER  OF NOTICE.  Whenever any notice is required to be
given  to  any  stockholder  or   director  under  the  provisions  of  the
Constitution or any Law of Alabama, or under the provisions of the Articles
of Incorporation, or these By-Laws,  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 equivalent to the giving of such notice.

     SECTION 10.    INDEMNITY.

     (a)  The Corporation shall indemnify any officer  or  director  of the
Corporation  and may indemnify any employee or agent of the Corporation  to
the full extent  permitted by Article 8, Division E of the Alabama Business
Corporation Act.

     (b)  The indemnification  authorized  by  this  article  shall  not be
deemed  exclusive  of  and shall be in addition to any other right (whether
created prior or subsequent to the adoption of this article) to which those
indemnified  may be entitled  under  any  statute,  rule  of  law,  by-law,
agreement, vote  of  shareholders or disinterested directors, or otherwise,
both as to action in his  official  capacity  and  as  to action in another
capacity while holding such office,, and 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.

     (c)    The  Corporation  shall  have  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 him and incurred by him in any such
capacity or arising  out  of  his  status  as  such,.  whether  or  not the
Corporation  would  have  the power to indemnify him against such liability
under the provisions of this article.

                                ARTICLE VI
                                AMENDMENTS

     Unless otherwise provided  by  the Restated Articles of Incorporation,
these By-Laws may be altered, amended or repealed at any regular meeting of
the shareholders (or at any special meeting  thereof  duly  called for that
purpose) by a majority vote of the shares represented and entitled  to vote
at such meeting; provided that in the notice of such special meeting notice
of  such purpose shall be given.  Unless otherwise provided by the Laws  of
the State  of  Alabama, the Restated Articles of Incorporation or these By-
Laws, the Board  of  Directors may by majority vote of those present at any
meeting at which a quorum  is  present  amend  these By-Laws, or enact such
other By-Laws as in their judgment may be advisable  for  the regulation of
the conduct of the affairs of the Corporation, provided, however,  that the
Board  of  Directors may not alter, amend or repeal any By-Law establishing
what constitutes  a  quorum  at a meeting of shareholders.  Notwithstanding
the foregoing and anything contained  in  these  By-Laws  to  the contrary,
Sections 1, 2, 3 and 4 of Article III and Article VI, shall not be altered,
amended,  or  repealed  and  no  provision inconsistent therewith shall  be
adopted without the affirmative vote  of the holders of at least 80% of the
voting  power  of  all  the  shares  of the Corporation  entitled  to  vote
generally in the election of directors, voting together as a single class.

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