Exhibit 3.1


                       AMENDED AND RESTATED
                         ARTICLES OF INCORPORATION
                                    OF
                              DELCHAMPS, INC.


(Composite Copy as of November 11, 1996 of Restated Articles of Incorporation, 
      as Amended Compiled in the Manner Required by Rule 601(b)(3)(i) of 
  Regulation S-K Promulgated Under the Securities Act of 1933, as Amended)


                                ARTICLE ONE

           The name of the Corporation shall be Delchamps, Inc.
          

                                ARTICLE TWO

     The  purpose for which the Corporation is organized is the transaction
of all lawful business for which corporations may be incorporated under the
Alabama Business  Corporation  Act.   Without  limiting  the foregoing, the
purposes  for  which  the  Corporation  is  organized,  and its powers  and
authority, shall include the following:

     (a)  To engage in and carry on a general wholesale and  retail grocery
          and  mercantile  business;  and to operate one or more  wholesale
          and/or retail stores and warehouses  for  that  purpose;  to buy,
          sell,  trade  or  otherwise  deal  generally in and with, both at
          wholesale and at retail, any and all kinds of groceries and other
          property, articles, goods, wares and merchandise of all kinds and
          character;

    
     (b)  To purchase, own, hold, control, use, develop, improve, exchange,
          mortgage,  lease, rent, sell, convey  or  otherwise  acquire  and
          dispose of and  deal  generally  in and with, real property, both
          improved  and unimproved, and any and  all  oil,  gas  and  other
          minerals and  mineral  rights  of  every kind and any easement or
          other interest therein, wherever situate;  to  erect, or cause to
          be  erected,  on  any  lands  owned,  held  or  occupied  by  the
          Corporation, houses, buildings, or other structures,  with  their
          appurtenances; to manage, operate, lease, rebuild, enlarge, alter
          or  improve  any  buildings or other structures, now or hereafter
          erected on lands so owned, held or occupied; to encumber, sell or
          otherwise dispose of  any  lands  or  interests in lands, and any
          buildings  or other structures, and any  houses,  stores,  shops,
          suites, rooms  or  part  of any buildings or other structures, at
          any time owned or held by the Corporation;

          
     (c)  To purchase or otherwise acquire,  and  to  sell,  let  or  grant
          letters  patent,  concessions,  licenses, inventions, rights, and
          privileges,  subject  to  royalty  or   otherwise,   and  whether
          exclusive, nonexclusive, or limited, or any part interest in such
          letters  patent,  concessions, licenses, inventions, rights,  and
          privileges, whether  in the United States or in any other part of
          the world;

          
     (d)  To acquire by purchase, exchange, lease or otherwise, and to own,
          hold,  use,  develop,  improve,  operate,  sell,  assign,  lease,
          transfer,  convey,  exchange,   mortgage,  pledge,  or  otherwise
          dispose of or deal in and with all  kinds of equipment, fixtures,
          appliances,    machinery,   vehicles,   structures,    buildings,
          facilities, intangibles,  choses  in  action  and  other personal
          property,  and  all  kinds  of  real  property of every class  or
          description   and   interests,  rights  and  privileges   therein
          wheresoever situate;
          

     (e)  To acquire and pay for  in  cash,  stocks,  bonds, debentures, or
          other securities of this Corporation or otherwise, the good will,
          rights, assets and property and to undertake  or assume the whole
          or  any  part  of the obligations or liabilities of  any  person,
          firm, association and corporation;

          
     (f)  To purchase or otherwise  acquire, and to own, engage in, operate
          and maintain, any and all types and kinds of lawful businesses;
          

     (g)  To acquire, by subscription,  discount,  purchase  or  otherwise,
          own,   hold,  underwrite,  guarantee,  negotiate,  sell,  assign,
          discount,  exchange,  mortgage,  pledge, dispose of, realize upon
          and deal in and with securities of  all kinds, including, but not
          limited to, shares of stock, bonds, debentures, script, warrants,
          rights,  voting  trust  certificates,  coupons,  notes,  accounts
          receivable, contracts, mortgages, commercial  paper, evidences of
          indebtedness,    certificates    of    interest,    participation
          certificates,  acceptances and interim receipts and certificates,
          issued or created  by  any  corporation, association, joint stock
          company,  partnership,  firm,  individual,   trustee,  syndicate,
          government, governmental authority, state, municipal corporation,
          or  any  governmental  division  or subdivision; to  possess  and
          exercise any and all rights, powers  and  privileges of ownership
          of  any  of  the  stock  or  other  property of the  Corporation,
          including  the right to vote or consent  or  otherwise  act  with
          respect thereto; and to do any acts or things for the protection,
          preservation,   improvement  and  enhancement  in  value  of  any
          property of the Corporation;

          
     (h)  To  borrow  or raise  money  for  any  of  the  purposes  of  the
          Corporation and,  from  time to time, without limit as to amount,
          to  draw, make, accept, endorse,  execute  and  issue  promissory
          notes, drafts, bills of exchange, warrants, bonds, debentures and
          other  types  of  indebtedness  and  securities and to secure the
          payment of any thereof and of the interest  thereon  by  mortgage
          upon,  pledge, conveyance or assignment in trust of the whole  or
          any part of the properties, assets, business and good will of the
          Corporation,  whether  at  the time owned or thereafter acquired,
          and to sell, pledge or otherwise  dispose  of such bonds or other
          obligations of the Corporation for its corporate purposes;
          
          
     (i)  To guarantee the payment of the dividends on  any  shares  of any
          corporation,  joint  stock  company  or  association in which the
          Corporation has or may at any time have an  interest;  to endorse
          or  otherwise  guarantee  the  payment  of  the principal of,  or
          interest   on,  any  bonds,  mortgages,  debentures,   or   other
          securities issued  or  created  by  any  corporation, joint stock
          company  or  association,  in  which  this  Corporation   has  an
          interest, or whose shares or securities it owns; to become surety
          for, and to guarantee, the carrying out or the performance of any
          contract of every kind of any corporation; joint stock company or
          association  in  which this Corporation has an interest, or whose
          shares or securities it owns; and to do any and all lawful things
          designed to protect,  preserve,  improve  or enhance the value of
          any  such  shares, bonds, mortgages, debentures,  securities,  or
          other evidences  of  indebtedness of any corporation, joint stock
          company or association  in which this Corporation has an interest
          or whose shares or securities it may own;

          
     (j)  To purchase, hold, cancel,  reissue, sell, exchange, transfer, or
          otherwise deal in its own securities  from  time to time, to such
          extent,  in  such  manner  and upon such terms as  the  Board  of
          Directors of the Corporation shall determine to the extent now or
          hereafter allowed by law, and provided further that the shares of
          its own capital stock belonging  to  the Corporation shall not be
          voted upon directly or indirectly;

          
     (k)  To have one or more offices,  to carry  on all or any part of its
          operations  and  business  without restriction  or  limit  as  to
          amount; to purchase or otherwise  acquire,  hold,  own, mortgage,
          sell, convey or otherwise dispose of, real and personal  property
          of  every  class and description in any of the States of District
          of Columbia  of  the  United  States, subject to the laws of such
          State or District;

          
     (l)  To  enter into, make and perform  contracts  of  every  kind  and
          description  with  any  person,  firm,  association, corporation,
          municipality, county, State, body politic, or government;
          

     (m)  To lend its funds or credit from time to  time to such extent, to
          such persons, firms, associations, corporations,  governments, or
          subdivisions thereof, and on such terms and on such  security, if
          any,  or  without  security,  ad  the  Board of Directors of  the
          Corporation may determine and as may be lawful;

          
     (n)  To  carry on any other lawful business whatsoever  in  connection
          with  any  of  the  foregoing, or which is calculated directly or
          indirectly to promote  the  interest  of  the  Corporation  or to
          enhance  the  value  of its property; and to execute from time to
          time, general and special  powers  of  attorney to person, firms,
          associations or corporations, and to revoke  the same as and when
          the Board of Directors may determine;

          
     (o)  In general, to have and exercise all the powers  conferred by the
          laws of Alabama upon corporations formed under the  laws  of  the
          State of Alabama, and to do any or all of the things herein above
          set  forth  to  the same extent as natural persons might or could
          do.

          
     The foregoing clauses shall be construed as being objects and purposes
and  powers  and  the  foregoing  clauses  shall,  except  where  otherwise
expressed,  be  in nowise  limited  to,  restricted  by  reference  to,  or
inference from, the  terms  of  any  other  clause  in  these  Articles  of
Incorporation, but the objects and purposes and powers specified in each of
the  foregoing  clauses  of  this  article shall be regarded as independent
objects,  purposes  and  powers.   The foregoing  enumeration  of  specific
objects, purposes and powers shall not  be  deemed  to restrict or diminish
the  general  powers  of  the Corporation, and the enjoyment  and  exercise
thereof, as conferred by the  laws  of  the  State  of  Alabama on business
corporations organized pursuant to said laws.


                           ARTICLE THREE

     The mailing address of the Corporation's initial registered  office is
Post  Office  Box  1668,  Mobile,  Alabama   36633.   The  location  of the
Corporation's  initial  registered  office  is 305 Delchamps Drive, Mobile,
Alabama  36602.  The name of the Corporation's  initial registered agent at
such address is Joel O. Swanson.


                           ARTICLE FOUR

     The  aggregate  number  of  shares  which the Corporation  shall  have
authority to issue is 30,000,000 shares, divided  into  two  classes:   (a)
25,000,000  shares  of  Common Stock, having a par value of One Cent ($.01)
per share and (b) 5,000,000 shares of Preferred Stock having no par value.
Each previously authorized  share  of  $1.00  par  value Common Stock,
whether issued or unissued, shall hereafter represent one share of $.01 par
value  Common Stock.  The Board of Directors is hereby authorized  to  take
such action  as  it  deems  necessary  to provide for the exchange of stock
certificates and the implementation of this paragraph.

     The Preferred Stock may be issued from time to time, in the discretion
of the Board of Directors, either in whole  or  in  part,  in  one  or more
series or without series.  The Board of Directors is hereby given power and
authority  to  fix  and  determine  by  resolution,  adopted  and  filed in
accordance with Alabama law, the voting powers, if any, full or limited, or
no  voting  powers,  and such other designations, preferences and relative,
participating,  optional   or  other  special  rights  and  qualifications,
limitations or restrictions thereof, if any, including, but not limited to,
dividend  rights, conversion  rights,  redemption  rights  and  liquidation
preferences,  if  any,  of all or any portion or series of Preferred Stock,
and the number of shares  constituting  any  such  series and the terms and
conditions  of  the issuance thereof.  Unless otherwise  provided  in  such
resolution, the number  of  shares of Preferred Stock or series thereof set
forth in such resolution may  thereafter be increased or decreased (but not
below  the  number of shares thereof  then  outstanding)  by  a  resolution
adopted by the Board of Directors and filed in accordance with Alabama law.
Should the number  of  such  shares  be  decreased, the number of shares by
which the original number is decreased shall  resume  the status which they
had prior to the adoption of the original resolution.


                           ARTICLE FIVE

     The  names  and  post  office addresses of the incorporators  were  as
follows:

     A. F. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     O. H. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     Annie M. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     Lucile C. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     Virginia S. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     
     The names and post office  addresses  of  the Directors chosen for the
first year and to serve until the first annual meeting  were  the following
five persons:

     A. F. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     O. H. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     Annie M. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     Lucile C. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602
     Virginia S. Delchamps, 305 Delchamps Drive, Mobile, Alabama  36602

     
                           ARTICLE SIX

     There  is no period limited for the duration of said Corporation,  and
its existence shall be perpetual.


                          ARTICLE SEVEN

     The shareholders of the Corporation shall have no preemptive rights.


                          ARTICLE EIGHT

     A.   A majority  of  the  Directors  shall constitute a quorum for the
transactions of the business of the Corporation.   The act of a majority of
Directors present at a meeting at which a quorum is  present  shall  be the
act of the Board of Directors.

     B.   Except  as  otherwise  fixed  by or pursuant to the provisions of
Article Four hereof 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 or pursuant  to  the By-Laws of the Corporation.
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 shall be provided in the manner  specified
in the By-Laws 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 the 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.

     C.   Advance  notice  of  shareholder  nominations for the election of
Directors  shall be given in the manner provided  in  the  By-Laws  of  the
Corporation.

     D.   Except  as  otherwise provided for or fixed by or pursuant to the
provisions of Article Four  hereof 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,  retirement  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
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.

     E.   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.

     F.   Notwithstanding anything  contained in these Restated Articles of
Incorporation, the By-Laws of the Corporation  may  specify a mandatory age
of retirement for all Directors.
 
     G.   Notwithstanding anything contained in these  Restated Articles of
Incorporation to the contrary, the affirmative vote of the  holders  of  at
least  80% of the voting power of all shares of the Corporation entitled to
vote generally  in  the  election of Directors, voting together as a single
class, shall be required to  alter, amend, adopt any provision inconsistent
with or repeal this Article Eight.


                           ARTICLE NINE

     The Board of Directors shall  have  power  to  make,  alter, amend and
repeal the By-Laws of the Corporation (except that the Board  of  Directors
may  not alter, amend or repeal any By-Law establishing what constitutes  a
quorum  at  shareholders'  meetings).   Notwithstanding  the  foregoing and
anything  contained  in  these  Restated Articles of Incorporation  to  the
contrary, Sections 1, 2, 3 and 4 of the Article III, and Article VI, of the
By-Laws  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.  Notwithstanding anything contained  in  these
Restated Articles of Incorporation to the contrary, the affirmative vote of
the holders  of  at  lest  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,  shall  be  required to alter, amend, adopt any
provision inconsistent with or repeal this Article Nine.


                           ARTICLE TEN

     A majority of the shares entitled to vote shall constitute a quorum at
a meeting of the shareholders.


                          ARTICLE ELEVEN

     A.   In addition to any affirmative  vote  required  by  law  or these
Restated  Articles  of  Incorporation,  and  except  as otherwise expressly
provided in Section 2 of this Article Eleven.

          (i)  any  merger  or  consolidation  of  the Corporation  or  any
subsidiary (as hereinafter defined) with (a) any interested stockholder (as
hereinafter defined) or (b) any other corporation (whether or not itself an
interested  shareholder)  which is, or after such merger  or  consolidation
would  be,  an  affiliate  (as   hereinafter   defined)  of  an  interested
shareholder; or

          (ii) any  sale, lease, exchange, mortgage,  pledge,  transfer  or
other disposition (in  one  transaction  or a series of transactions) to or
with  any  interested  shareholder  or  any  affiliate  of  any  interested
shareholder of any assets of the Corporation or  any  subsidiary  having an
aggregate fair market value of $10,000,000 or more; or

          (iii)  the  issuance  or  transfer  by  the  Corporation  or  any
subsidiary  (in  one  transaction  or  a  series  of  transactions)  of any
securities   of  the  Corporation  or  any  subsidiary  to  any  interested
shareholder or  any affiliate of any interested shareholder in exchange for
cash, securities  or  other  property  (or a combination thereof) having an
aggregate fair market value of $10,000,000 or more; or

         (iv) the adoption of any plan or proposal for the  liquidation  or
dissolution of the Corporation  proposed  by  or on behalf of an interested
shareholder or any affiliate or any interested shareholder; or

         (v)  any  reclassification of  securities (including  any  reverse 
stock split), or any merger or consolidation of the Corporation with any of 
its subsidiaries or any other transaction  (whether  or not with or into or
otherwise  involving  an  interested  shareholder)  which has  the  effect,
directly  or  indirectly,  of  increasing the proportionate  share  of  the
outstanding shares of any class  of equity or convertible securities of the
Corporation or any subsidiary which  is directly or indirectly owned by any
interested  shareholder or any affiliate  of  any  interested  shareholder,
shall require  the  affirmative  vote of the holders of at least 80% of the
voting  power  of the then outstanding  shares  of  capital  stock  of  the
Corporation entitled  to  vote  generally  in the election of the directors
(the  "voting  stock"),  voting  together  as  a  single  class  (it  being
understood  that for purposes of this Article Eleven,  each  share  of  the
voting stock  shall have the number of votes granted to it generally in the
election  of  directors).    Such   affirmative   vote  shall  be  required
notwithstanding the fact that no vote may be required,  or  that  a  lesser
percentage  may  be specified, by law or in any agreement with any national
securities exchange or otherwise.

     B.   The term  "business  combination"  as used in this Article Eleven
shall mean any transaction which is referred to  in  any  one  or  more  of
clauses (i) through (v) of paragraph A of this Section 1.


                            SECTION 2

     The  provisions  of  Section  1  of  this  Article Eleven shall not be
applicable  to  any  particular  business combination,  and  such  business
combination shall require only such  affirmative vote as is required by law
and any other provision of these Restated Articles of Incorporation, if all
the conditions specified in either of  the following paragraphs A and B are
met:

     A.   The business combination shall  have  been approved by a majority
of the disinterested directors (as hereinafter defined).

     B.   All of the following conditions shall have been met:

          (i)  The aggregate amount of the cash and  the  fair market value
(as hereinafter defined) as of the date of the consummation of the business
combination of consideration other than cash to be received  per  share  by
holders  of  Common  Stock  in  such business combination shall be at least
equal to the higher of the following:

               (a)  (if  applicable)   the  highest  per  share  price  (as
hereinafter defined) (including any brokerage  commissions,  transfer taxes
and  soliciting dealers' fees) paid by the interested shareholder  for  any
shares  of  Common  Stock  acquired  by  it  (1) within the two-year period
immediately prior to the first public announcement  of  the proposal of the
business combination (the "announcement date"), or (2) in  the  transaction
in which it became an interested shareholder, whichever is higher; and

               (b)  the fair market value per share of Common Stock  on the
announcement date or on the date on which the interested shareholder became
an  interested shareholder (such latter date is referred to in this Article
Eleven as the "determination date"), whichever is higher.

          (ii) The  aggregate  amount of the cash and the fair market value
as  of  the  date  of  the consummation  of  the  business  combination  of
consideration other than cash to be received per share by holders of shares
of any class of outstanding  voting  stock  shall  be at least equal to the
highest of the following (it being intended that the  requirements  of this
paragraph B (ii) shall be required to be met with respect to every class of
outstanding  voting  stock,  whether  or not the interested shareholder has
previously acquired any shares of a particular class of voting stock);

               (a)  (if applicable) the  highest per share price (including
any brokerage commissions, transfer taxes  and  soliciting  dealers'  fees)
paid  by  the interested stockholder for any shares of such class of voting
stock acquired  by  it  (1) within the two-year period immediately prior to
the announcement date or  (2)  in  the  transaction  in  which it became an
interested shareholder; whichever is higher;

               (b)  (if  applicable)  the highest preferential  amount  per
share to which the holders of shares of  such  class  of  voting  stock are
entitled  in  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the Corporation; and

               (c)  the fair market value per share of such class of voting
stock  on the announcement date or on the determination date, whichever  is
higher.

          (iii) The consideration to be received by holders of a particular
class of outstanding voting stock (including Common Stock) shall be in cash
or in the  same  form as the interested shareholder has previously paid for
shares of such class  of  voting  stock.  If the interested shareholder has
paid  for  shares  of  any class of voting  stock  with  varying  forms  of
consideration, the form  of  consideration  for  such class of voting stock
shall  be  either cash or the form used to acquire the  largest  number  of
shares of such  class of voting stock previously acquired by it.  The price
determined in accordance  with  paragraphs B(i) and B(ii) of this Section 2
shall  be subject to appropriate adjustment  in  the  event  of  any  stock
dividend, stock split, combination of shares or similar event.

          (iv) After  such  interested shareholder has become an interested
shareholder prior to the consummation  of  such  business combination:  (a)
except  as  approved  by a majority of the disinterested  directors,  there
shall have been no failure  to declare and pay at the regular date therefor
any full quarterly dividends (whether or not cumulative) on the outstanding
Preferred Stock; (b) there shall  have  been (1) no reduction in the annual
rate of dividends paid on the Common Stock  (except as necessary to reflect
any subdivision of the Common Stock), except  as  approved by a majority of
the disinterested directors, and (2) an increase in  such  annual  rate  of
dividends  as  necessary  to  reflect  any  reclassification (including any
reverse  stock  split),  recapitalization, reorganization  or  any  similar
transaction which has the  effect  of  reducing  the  number of outstanding
shares of the Common Stock, unless the failure so to increase  such  annual
rate is approved by a majority of the disinterested directors; and (c) such
interested  shareholder  shall  have not become the beneficial owner of any
additional shares of voting stock  except  as part of the transaction which
results in such interested shareholder becoming an interested shareholder.
 
          (v)  After such interested shareholder  has  become an interested
shareholder,  such  interested  shareholder  shall  not have  received  the
benefit, directly or indirectly (except proportionately  as a stockholder),
of  any loans, advances, guarantees, pledges or other financial  assistance
or any  tax  credits  or  other tax advantages provided by the Corporation,
whether in anticipation of  or in connection with such business combination
or otherwise.

          (vi) A proxy or information  statement  describing  the  proposed
business  combination and complying with the requirements of the Securities
Exchange Act  of  1934  and  the  rules  and regulations thereunder (or any
subsequent provisions replacing such Act,  rules  or  regulations) shall be
mailed to public stockholders of the Corporation at least  30 days prior to
the consummation of such business combination (whether or not such proxy or
information  statement  is  required to be mailed pursuant to such  act  or
subsequent provisions).


                                  SECTION 3

     For the purposes of this Article Eleven:

     A.   A "person" shall mean  any individual, firm, corporation or other
entity.

     B.   "Interested shareholder"  shall  mean  any person (other than the
Corporation or any subsidiary) who or which:

          (i)  is  the beneficial owner, directly or  indirectly,  of  more
than 20% of the voting power of the outstanding voting stock; or
 
          (ii) is an  affiliate  of  the Corporation and at any time within
the two-year period immediately prior  to  the  date  in  question  was the
beneficial  owner,  directly  or  indirectly,  of 20% or more of the voting
power of the then outstanding voting stock; or

          (iii) is an assignee of or has otherwise  succeeded to any shares
of  voting  stock which were at any time within the two-period  immediately
prior  to the  date  in  question  beneficially  owned  by  any  interested
shareholder,  if  such  assignment or succession shall have occurred in the
course of a transaction or  series  of  transactions not involving a public
offering within the meaning of the Securities Act of 1933.

     C.   A person shall be a "beneficial owner" of any voting stock:

         (i)  which such person or any of its affiliates or associates (as
hereinafter defined) beneficially owns, directly or indirectly; or

          (ii) which such person or any of its affiliates or associates has
(a) the right to acquire (whether such right  is exercisable immediately or
only after the passage of time), pursuant to any  agreement, arrangement or
understanding or upon the exercise of conversion rights,  exchange  rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or

          (iii)  which  are beneficially owned, directly or indirectly,  by
any other person with which  such  person  or  any  of  its  affiliates  or
associates  has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of voting stock.

     D.   For the purposes of determining whether a person is an interested
shareholder pursuant to paragraph B of this Section 3, the number of shares
of voting stock  deemed to be outstanding shall include shares deemed owned
through application  of paragraph C of this Section 3 but shall not include
any other shares of voting  stock  which  may  be  issuable pursuant to any
agreement,  arrangement  or understanding, or upon exercise  of  conversion
rights, warrants or options, or otherwise.

     E.   "Affiliate" or "associate"  shall  have  the  respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules  and  Regulations
under the Securities Exchange Act of 1934, as in effect on June 29, 1984.

     F.   "Subsidiary"  means  any corporation of which a majority  of  any
class  of  equity  security  is  owned,  directly  or  indirectly,  by  the
Corporation; provided, however, that  for the purposes of the definition of
interested shareholder set forth in paragraph B of this Section 3, the term
"subsidiary" shall mean only a corporation  of  which  a  majority  of each
class  of  equity  security  is  owned,  directly  or  indirectly,  by  the
Corporation.

     G.   "Disinterested  director"  means  any  member  of  the  Board  of
Directors  of  the  Corporation  (the "Board") who is unaffiliated with the
interested shareholder and was a member of the Board prior to the time that
the  interested  shareholder became  an  interested  shareholder,  and  any
successor  of  a  disinterested  director  who  is  unaffiliated  with  the
interested shareholder,  and  is  recommended  to  succeed  a disinterested
director by a majority of disinterested directors then on the Board.

     H.   "Fair market value" means:

          (i)  in case of stock, the highest closing sale price  during the
30-day period immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange-Listed Stocks,  or,
if  such  stock  is  not quoted on the Composite Tape on the New York Stock
Exchange, or, if such  stock  is  not  listed  on  such  Exchange,  on  the
principal United States securities exchange registered under the Securities
Exchange  Act  of  1934 on which such stock is listed, or, if such stock is
not listed on any such  exchange,  the  highest  closing bid quotation with
respect  to a share of such stock during the 30-day  period  preceding  the
date in question  on  the National Association of Securities Dealers, Inc.,
Automated Quotation System  or  any  system  then  in  use,  or  if no such
quotations are available, the fair market value on the date in question  of
a  share  of  such  stock as determined by the Board in good faith, in each
case with respect to  any  class  of  stock, appropriately adjusted for any
dividend  or  distribution in shares of such  stock  or  any  stock  split,
reclassification  or combination of outstanding shares of such stock into a
greater or lesser number of shares of such stock; and

          (ii) in the  case  of property other than cash or stock, the fair
market value of such property  on the date in question as determined by the
Board in good faith.

     I.   The "highest per share  price"  shall  be  the  highest per share
price  reflecting,  in  each  case with respect to any class of  stock,  an
appropriate adjustment for any  dividend  or distribution in shares of such
stock or any stock split, reclassification  or  combination  of outstanding
shares  of  such  stock into a greater or lesser number of shares  of  such
stock.

     J.   In the event of any business combination in which the Corporation
survives, the phrase  "other  consideration  to  be  received"  as  used in
paragraphs  B(i) and (ii) of Section 2 of this Article Eleven shall include
the shares of  Common  Stock  and/or  the  shares  of  any  other  class of
outstanding voting share retained by the holders of such shares.


                            SECTION 4

     A  majority  of  the  disinterested directors of the Corporation shall
have the power and duty to determine  for  the  purposes  of  this  Article
Eleven, on the basis of information known to them after reasonable inquiry,
(A) whether a person is an interested shareholder, (B) the number of shares
of  voting stock beneficially owned by any person, (C) whether a person  is
an affiliate  or associate of another, (D) whether the assets which are the
subject of any  business  combination  have,  or  the  consideration  to be
received  for the issuance or transfer of securities by the Corporation  or
any subsidiary  in  any  business combination has, an aggregate fair market
value of $10,000,000 or more.  A majority of the disinterested directors of
the Corporation shall have  the further power to interpret all of the terms
and provisions of this Article Eleven.


                            SECTION 5

     Nothing contained in this Article Eleven shall be construed to relieve
any interested shareholder from any fiduciary obligation imposed by law.



                            SECTION 6

     Notwithstanding any other  provisions  of  these  Restated Articles of
Incorporation  or  the By-Laws of the Corporation (and notwithstanding  the
fact that a lesser percentage  may  be  specified  by  law,  these Restated
Articles  of  Incorporation  or  the  By-Laws  of  the  Corporation),   the
affirmative  vote  of  the holders of 80% or more of the outstanding voting
stock, voting together as  a  single  class,  shall be required to amend or
repeal, or adopt any provisions inconsistent with this Article Eleven.


                          ARTICLE TWELVE

     A director of the Corporation shall not be  personally  liable  to the
Corporation  or its shareholders for monetary damages for any action taken,
or any failure  to  take  any  action in his or her capacity as a director,
except for liability for (a) the  amount of a financial benefit received by
a  director  to  which  he  or  she is not  entitled;  (b)  an  intentional
infliction of harm on the Corporation  or its shareholders; (c) a violation
of  Section  10-2B-8.33 of the Alabama Business  Corporation  Law;  (d)  an
intentional violation  of  criminal  law; or (e) a breach of the director's
duty of loyalty to the Corporation or  its  shareholders.   Any  repeal  or
modification  of  this  Article XII shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with respect
to any act or omission occurring  prior to or at the time of such repeal or
modification.  The provisions of this  Article  XII  shall not be deemed to
limit or preclude indemnification of a director by the  Corporation for any
liability of a director that has not been eliminated by the  provisions  of
this Article XII.

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