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                                                                     EXHIBIT 3.2


                                     BYLAWS
                                       OF
                 COMMUNITY TRUST FINANCIAL SERVICES CORPORATION


                                  ARTICLE ONE
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                               SHARE CERTIFICATES

     1.1  Each shareholder shall be entitled to a certificate certifying the
number of shares of the corporation owned by him.  Share certificates shall be
issued in consecutive order and shall be numbered in the order in which they are
issued.  They shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary, and the seal of the corporation shall be
affixed thereto.  A record of each share certificate shall be kept in the books
of the corporation, and on such record shall be entered the name of the person
owning the shares represented by that certificate, the number of shares
represented by that certificate, and the date of issue.  In addition, the
corporation shall maintain at its principal place of business or registered
office a record of the names and addresses of its shareholders and the total
number of shares held by each.

     1.2  Transfers of shares of the corporation shall be made only upon the
books of the corporation, which transfer shall be made only at the direction of
the shareholder designated on the certificate or at the direction of his
attorney, lawfully constituted in writing, and upon surrender of the properly
endorsed certificate or certificates for such shares.  Each share

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certificate exchanged or returned to the corporation shall be canceled by the
Secretary or by an Assistant Secretary and shall be placed with its stub in the
books of the corporation.

     1.3  The Board of Directors shall fix a record date as of which the
corporation shall determine the shareholders who are entitled to notice of or to
vote at any meeting of stockholders, to consent to corporation action in writing
without a meeting, to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any other lawful right of stockholders.

     1.4  In the event that a share certificate is lost, stolen or destroyed,
another certificate may be issued in its place pursuant to such regulations as
the Board of Directors may establish concerning proof of such loss, theft, or
destruction and concerning the giving of satisfactory bond or bonds of
indemnity.

     1.5  The issue, transfer, conversion, and registration of stock
certificates shall be governed by such other regulations as the Board of
Directors may establish.

                                  ARTICLE TWO
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                             SHAREHOLDERS' MEETINGS

     2.1  The annual meeting of shareholders of the corporation shall be held
during the first four (4) months after the end of each fiscal year of the
corporation at such time and place, within or without the State of Georgia, as
the Board of Directors

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may from time to time determine.

     2.2  Special meetings of the shareholders may be called at anytime by the
Board of Directors, the President, or any holder or holders of twenty-five
percent (25%) or more of the outstanding shares of the corporation.  Special
meetings of the shareholders shall be held at such time and place, within or
without the State of Georgia, as may be designated by the person or persons
calling the meeting.

     2.3  The Secretary or an Assistant Secretary shall deliver, either
personally or by first class mail, a written notice of the place, day, and time
of all meetings of shareholders, not less than ten (10) nor more than fifty (50)
days before the date of the meeting to each shareholder of record entitled to
vote at such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the share transfer records of the corporation, with
first class postage thereon prepaid.  The notice of any special meeting of
shareholders shall state the purpose or purposes for which the meeting is
called.  Notice of any meeting of shareholders need not be given to any
shareholder who signs a waiver of notice, either before or after the meeting.
No such waiver of notice of a shareholder's meeting with respect to a plan of
merger or a plan of consolidation shall be effective unless the provisions of
Paragraph (1) of subsection (d) of Section 14-2-113 of the Official Code of
Georgia Annotated are followed.  Attendance of a

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shareholder at a meeting, either in person or by proxy, shall constitute waiver
of notice of such meeting and a waiver of any and all objections to the place of
the meeting, the time of the meeting, and the manner in which the meeting has
been called or convened unless a shareholder states at the beginning of the
meeting any such objection or objections to the transaction of business at the
meeting.

     2.4  At all meetings of the shareholders, each holder of shares of the
corporation shall be entitled to cast one vote, either in person or by written
proxy, for each share standing in his name on the books of the corporation as of
the record date determined under Section 1.3 of these bylaws.

     2.5  At all meetings of shareholders, a majority of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum for the transaction of business.  Except as otherwise
required by law or by Article Seven of these bylaws, all resolutions adopted and
all business transacted shall require the favorable vote of a majority of the
shares represented at the meeting and entitled to vote.  The holders of a
majority of the shares represented at a meeting, whether or not a quorum is
present, may adjourn such meeting from time to time.

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                                 ARTICLE THREE
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                               BOARD OF DIRECTORS

     3.1  Subject to these bylaws and any lawful agreement between the
shareholders, the full and entire management of the affairs and business of the
corporation shall be vested in the Board of Directors, which shall have and may
exercise all of the powers that the corporation may exercise.

     3.2  The Board of Directors shall consist of at least one (1), but not more
than ten (10) members, the precise number to be fixed by resolution of the
directors from time to time.  If all of the shares of the corporation are owned
beneficially and of record by less than three (3) shareholders, the number of
directors may be less than three (3), but not less than the number of
shareholders; provided, however, the Board of Directors may at any time consist
of only one (1) member, if at least fifty-one percent (51%) of the stock of the
corporation is held by one (1) person.  Directors shall be elected at the annual
meeting of the shareholders and shall serve for a term of one year and until
their successors are elected and qualified.  A majority of the members of the
Board of Directors shall constitute a quorum for the transaction of business.
Except as otherwise provided in these bylaws, all resolutions adopted and all
business transacted by the Board of Directors shall require the affirmative vote
of a majority of the directors present at the meeting.

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     3.3  Any vacancy occurring in the Board of Directors by reason of death,
resignation, or incapacity to serve may be filled by a person selected by the
affirmative vote of a majority of the remaining directors or by the sole
remaining director, as the case may be, or, if the vacancy is not so filled or
if no director remains, by the shareholders. The directors may fill a vacancy
created by an increase in the number of directors resulting from an amendment of
Section 3.2 of these bylaws pursuant to Article Seven of these bylaws, but only
for a term of office continuing until the next annual election of directors by
the shareholders and the election and qualification of his successor.

     3.4  The directors shall meet annually, without notice, immediately
following the annual meeting of the shareholders.  The President or any director
may call a special meeting of the directors at any time by giving each director
forty-eight hours notice.  Such notice may be given personally or by first class
mail, telegram, or cablegram and shall be deemed given twenty-four hours after
it is mailed or at the time the telegram or cablegram is sent, addressed to the
director at his address as it appears on the share records of the corporation
or, if he is not a shareholder, addressed to his business address.  A director
may waive notice of any such meeting by a written instrument, either before or
after the meeting.  Attendance of director at a meeting shall constitute a
waiver of notice of such meeting and a waiver of any and all objections to the
place of the meeting, the time

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of the meeting, and the manner in which it has been called or convened unless a
director states at the beginning of the meeting any such objection or objections
to the transaction of business at that meeting. Any meeting of the Board of
Directors may be held within or without the State of Georgia at any place the
person or persons calling the meeting designates.

     3.5  Any action required to be taken at a meeting of the directors or any
action that 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 the directors, which consent shall be filed with the minutes of
the proceedings of the directors.

     3.6  Any one or more directors may be removed from office, with or without
cause, at any meeting of shareholders by the affirmative vote of the holder or
holders of a majority of the shares of the corporation.

                                  ARTICLE FOUR
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                                    OFFICERS

     4.1  The Board of Directors shall elect a President, a Secretary, and a
Treasurer and may elect a Chairman of the Board and one or more Vice Presidents
or assistant officers.  Any person may hold two or more offices, except that no
person may hold both the offices of President and Secretary.

     4.2  The President shall be the chief executive officer of the corporation
and shall be responsible for the administration

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of the corporation, including general supervision of the policies of the
corporation and general and active management of the financial affairs of the
corporation. He shall execute bonds, mortgages, or other contracts under the
seal of the corporation. The President shall have the authority to institute or
defend legal proceedings when the directors are deadlocked.

     4.3  The Secretary shall keep minutes of all meetings of the shareholders
and directors and shall have charge of the minute books, share books, and seal
of the corporation and shall perform such other duties and exercise such other
powers as the President or a majority of the Board of Directors may from time to
time designate.

     4.4  The Treasurer shall be charged with the management of the financial
affairs of the corporation.  He shall perform such duties as treasurers usually
perform and shall perform such other duties and shall exercise such other powers
as the President or a majority of the Board of Directors may from time to time
designate.

     4.5  The Vice Presidents, if any, shall perform such duties as vice
presidents usually perform and shall perform such other duties and shall
exercise such other powers as the President or a majority of the Board of
Directors may from time to time designate.  In the absence of the President or
in the event of his death or inability to act, the Vice President (or in the
event  there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the

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absence of any designation, then in the order of their election) shall perform
the duties of the President and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.

     4.6  The Board of Directors or the President may appoint one or more Vice
Presidents and such other officers, assistant officers, and agents as, in the
judgment of the Board of Directors or the President, will be in the best
interests of the corporation.  Any Vice President so appointed shall perform the
duties described in Section 4.5 of these bylaws.  Any other officers or
assistant officers so appointed shall perform such duties as elected officers or
assistant officers having the same title usually perform and shall perform such
other duties and shall exercise such other powers as the President or majority
of the Board of Directors may from time to time designate.

     4.7  The Board of Directors may remove any officer, assistant officer, or
agent elected or appointed by it whenever in the Board's judgment the best
interests of the corporation will be served thereby.  The President or the Board
of Directors may remove any officer, assistant officer, or agent appointed by
the President whenever in his or its judgment the best interests of the
corporation will be served thereby.

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                                  ARTICLE FIVE
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                                      SEAL

     The seal of the corporation shall be in such form as the Board of Directors
may from time to time determine.  In the event that use of the seal is at any
time inconvenient, the signature of the corporation followed by the word "SEAL"
enclosed in parenthesis or scroll shall be deemed the seal of the
corporation.  The seal of the corporation shall remain in the custody of the
Secretary, and he shall affix it on the share certificates and such other papers
as the law, these bylaws, or the Board of Directors may direct.

                                  ARTICLE SIX
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                 INDEMNIFICATION, INSURANCE, AND REIMBURSEMENT

     6.1  Each person who is or was a director, officer, employee, or agent of
the corporation (including the heirs, executors, administrators, or estate of
such person) or who is or was serving, at the request of the corporation, as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise shall by right be indemnified by the
corporation, to the full extent permitted or authorized by the present and
future laws of the State of Georgia, against any liability, cost, payment, or
expense asserted against him or paid or incurred by him in his capacity as such
a director, officer, employee, or agent, whether asserted, paid, or incurred
during or after his service as such a

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director, officer, employer, or agent. The corporation may purchase and
maintain, at its expense, insurance to protect itself and any such person
against any such liability, cost, payment, or expense. The foregoing right of
indemnification shall not be deemed exclusive of any other right to which those
indemnified or seeking indemnification may be entitled both as to action in
their official capacities and as to action in another capacity while holding
such offices, and the corporation may provide such additional rights to its
directors, officers, employees, and agents.

     6.2  Any payments made to any director, officer, employees or shareholder
of the corporation, including, without limitation, payments as salaries,
commissions, bonuses, fees, interest, rents, or entertainment expenses, which
payments, after having been deducted for income tax purposes by the corporation,
shall have been disallowed in whole or in part as a deductible expense by the
Internal Revenue Service or the Georgia Department of Revenue, shall be
reimbursed by such director, officer, employee, or shareholder to the
corporation to the full extent of such disallowance.  It shall be the duty of
the Board of Directors to enforce the reimbursement of all such amounts so
disallowed.  In the event any such director, officer, employee, or shareholder
fails or refuses to reimburse such amounts upon demand made by the corporation,
the corporation may, without limiting any other remedies it may have, withhold
from future payments due and owing to such director, officer, employee, or
shareholder, an amount or

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amounts sufficient to reimburse the corporation to the full extent of such
disallowance. All directors, officers, employees, and shareholders receiving any
such payment as aforesaid shall, upon demand made by the corporation and as a
condition to receiving any such payment, acknowledge and agree in writing that
in the event such payment or any portion thereof is disallowed by the Internal
Revenue Service or the Georgia Department of Revenue as a deductible expense,
the amount of all such payments, to the extent of such disallowance, shall be
returned to the corporation.

                                 ARTICLE SEVEN
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                                   AMENDMENT

     These bylaws may be amended at any meeting of the shareholders by the
affirmative vote of a majority of the issued and outstanding shares of the
corporation, or at any meeting of the directors of the corporation by an
affirmative vote of a majority of all directors then holding office, provided,
that the shareholders may provide by resolution that any bylaw provision
repealed, amended, adopted or altered by them may not be repealed, amended,
adopted or altered by the Board of Directors.

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