<PAGE>


                                                                  EXHIBIT 3a




                                BELLSOUTH CORPORATION
                              ARTICLES OF INCORPORATION


                                 --------------------

                            Incorporated Under the Laws

                              of the State of Georgia

                                on October 13, 1983


                                 --------------------


                                      Restated

                               by Board of Directors

                                 February 23, 1998









                                            Secretary's Department
                                            19A01 Campanile Building
                                            1155 Peachtree Street, N.E.
                                            Atlanta, Georgia  30309-3610




<PAGE>






                                                                

                                RESTATED AND AMENDED
                             ARTICLES OF INCORPORATION
                                         OF
                               BELLSOUTH CORPORATION


                                         1.

   The name of the Corporation is BellSouth Corporation.

                                         2.

   The Corporation is organized pursuant to the provisions of the Georgia 
Business Corporation Code.

                                         3.

   The Corporation shall have perpetual duration.

                                         4.

   The purposes for which the Corporation is organized are:
                  
      (1)  To act as a holding company for the stock of companies engaged in 
           the telephone and other communications businesses; and

      (2)  To conduct any business and engage in any activities not 
           specifically prohibited to corporations for profit under the laws 
           of the State of Georgia; and the Corporation shall have all the 
           powers necessary to conduct such businesses and engage in such 
           activities, including, but not limited to, the powers enumerated 
           in the Georgia Business Corporation Code or any amendment thereto.

                                         5.
                  
   The aggregate number of shares of stock which the Corporation is 
authorized to issue is 2,300,000,000 shares, consisting of 2,200,000,000 
shares of Common Stock having a par value of $1 per share and 100,000,000 
shares of First Preferred Stock having a par value of $1 per share.

   The Common Stock shall be deemed to be stock entitled to vote within the 
meaning of any of the provisions of the laws of the State of Georgia, and 
each holder of Common Stock shall, at every meeting of stockholders, be 
entitled to one vote, in person or by proxy, for each share of such stock 
held by such holder.

   The authorized but unissued shares of First Preferred Stock and Common 
Stock shall be available for issue and sale at any time and from time to 
time, either in whole or in part, and upon such terms and conditions and for 
such consideration, not less than the par value thereof, as may be provided 
by the Board of Directors of the Corporation or, if authorized by the By-laws 
of the Corporation, the Executive Committee of the Board of Directors.

<PAGE>

   The Corporation may issue fractional shares in connection with any 
dividend reinvestment plan and for any other legitimate corporate purposes 
permitted by the Georgia Business Corporation Code.

   The following is a description of the terms, provisions, preferences, 
rights, voting powers, restrictions and limitations of the First Preferred 
Stock:

   A.  Dividends on the First Preferred Stock shall be cumulative.

   B.  The First Preferred Stock shall rank superior to the Common Stock both 
as to the payment of dividends (other than dividends payable solely in shares 
of Common Stock) and as to amounts distributable upon the voluntary or 
involuntary liquidation of the Corporation.

   C.  At any time after full cumulative dividends for all previous dividend 
periods shall have been paid on the First Preferred Stock and each other 
class of stock ranking superior to or in parity with the First Preferred 
Stock as to dividends, and after declaring and making provision for the 
payment in full of the quarterly dividends for the current dividend period on 
the First Preferred Stock and on each other class of stock ranking superior 
to or in parity with the First Preferred Stock as to dividends, and after all 
requirements with respect to any purchase, retirement or sinking fund or 
funds for all series of the First Preferred Stock and each other class of 
stock ranking superior to or in parity with the First Preferred Stock have 
been complied with, then, but not prior thereto, out of any funds of the 
Corporation lawfully available therefor, dividends may be declared and paid 
on the class or classes of stock junior to the First Preferred Stock as to 
dividends, subject to the respective terms and provisions applying thereto.  
The provisions of this paragraph shall not be applicable to dividends payable 
solely in shares of Common Stock to holders of the Common Stock.  If at any 
time the Corporation shall fail to pay full cumulative dividends on any 
shares of the First Preferred Stock or on any other class of stock ranking 
superior to or in parity with the First Preferred Stock, or if at any time 
the Corporation shall be in default under the requirements with respect to 
any purchase, retirement or sinking fund or funds applicable to any series of 
the First Preferred Stock or any other class of stock ranking superior to or 
in parity with the First Preferred Stock, thereafter until such dividends 
shall have been paid or declared and set apart for payment and any other such 
default remedied, the Corporation shall not purchase, redeem, or otherwise 
acquire for consideration any shares of any class of stock then outstanding 
and ranking in parity with or junior to the First Preferred Stock.

   D.  In the event of any voluntary or involuntary liquidation of the 
Corporation, after payment or provision for payment of the debts and other 
liabilities of the Corporation, after making provision for preferred stock 
superior to the First Preferred Stock as to payments upon liquidation and 
before any distribution to the holders of the Common Stock or any subordinate 
preferred stock, the holders of each series of the First Preferred Stock 
shall be entitled to receive out of the net assets of the Corporation an 
amount in cash for each share equal to the amount fixed and determined by the 
Board of Directors in the resolution providing for the issuance of the 
particular series of First Preferred Stock, plus all dividends accumulated 
and unpaid on each such share of First Preferred Stock up to the date fixed 
for distribution, and no more.  If the amount payable to the holders of the 
First Preferred Stock cannot be paid in full, the holders of the shares of 
First Preferred Stock shall share ratably in any distribution of assets in 
proportion to the sums which would have been paid to them upon such 
distribution if all sums payable to holders of the First Preferred Stock and 
all classes of stock in parity with the First Preferred Stock were 

                                          2
<PAGE>

paid and discharged in full.  For the purposes of this paragraph, the 
voluntary sale, conveyance, lease, exchange or transfer of all or 
substantially all the property or assets of the Corporation or a 
consolidation or merger of the Corporation with one or more other 
corporations (whether or not the Corporation is the corporation surviving 
such consolidation or merger) shall not be deemed to be a voluntary or 
involuntary liquidation.

   E.  For purposes hereof, any class or classes of stock shall be deemed to 
rank (i) superior to the First Preferred Stock, either as to dividends or as 
to distributions in liquidation, if the holders of such class or classes 
shall be entitled to the receipt of dividends or to the receipt of amounts 
distributable upon liquidation or the Corporation, as the case may be, in 
preference or priority to the holders of the First Preferred Stock; (ii) in 
parity with the First Preferred Stock, either as to dividends or as to 
distributions in liquidation, whether or not the dividend rates, dividend 
payment dates or redemption or liquidation prices per share thereof be 
different from those of the First Preferred Stock, if the holders of such 
class or classes of stock shall be entitled to the receipt of dividends or to 
the receipt of amounts distributable upon liquidation of the Corporation, as 
the case may be, in proportion to their respective dividend rates or 
liquidation prices, without preference or priority one over the other with 
respect to the holders of the First Preferred Stock; and (iii) junior to the 
First Preferred Stock, either as to dividends or as to distributions in 
liquidation, if the rights of the holders of such class or classes shall be 
subject or subordinate to the rights of the holders of the First Preferred 
Stock in respect of receipt of dividends (other than dividends payable in 
shares of Common Stock) or to the receipt of amounts distributable upon 
liquidation of the Corporation, as the case may be.

   F.  All shares of First Preferred Stock shall be identical except that the 
Board of Directors of the Corporation is hereby expressly authorized and 
empowered to divide the First Preferred Stock into one or more series, and, 
prior to the issuance of any of such shares in any particular series, to fix 
and determine, in the manner provided by law, the following provisions of 
such series:

      (a)  The distinctive designation of such series and the number of 
shares to be included in such series;                            

      (b)  The rate of dividend, the times of payment and the date from which 
the dividends shall be accumulated;

      (c)  Whether shares can be redeemed and, if so, the redemption price 
and the terms and conditions of redemption;

      (d)  The amount payable upon shares in the event of voluntary or 
involuntary liquidation;

      (e)  Purchase, retirement or sinking fund provisions, if any, for the 
redemption or purchase of shares;

      (f)  The terms and conditions, if any, on which shares may be converted;

      (g)  Whether or not shares have voting rights, and the extent of any 
such voting rights, which rights may include, without limitation, the right 
to vote generally with the Common Stock for the election of members of the 
Board of Directors and on other matters and/or the right, either generally or 
upon the occurrence of specified 

                                          3
<PAGE>

circumstances, to vote specially as a class for the election of one or more 
members of the Board of Directors; and

      (h)  Any other preferences, rights, restrictions and qualifications of 
shares of such class or series, permitted by law and these Articles of 
Incorporation.

   G.  After the Board of Directors of the Corporation has established a 
series in accordance with the terms of applicable law and these Articles of 
Incorporation, the Board of Directors may at any time and from time to time 
increase or decrease the number of shares contained in such series, but not 
below the number of shares thereof then issued, by adopting a resolution 
making such change.

   H.  Each share of First Preferred Stock within an individual series shall 
be identical in all respects with the other shares of such series, except as 
to the date, if any, from which dividends thereon shall accumulate.

               5A.  SERIES A FIRST PREFERRED STOCK
                  
Designation and Amount.  There shall be a series of the First Preferred Stock 
designated as "Series A First Preferred Stock".  The number of shares 
constituting such series shall be 30,000,000 and such series shall have the 
preferences, limitations and relative rights set forth below.

   Section 1.  Dividends and Distributions.

   (A)  Subject to the prior and superior rights of the holders of any shares 
of any other series of First Preferred Stock or any other shares of preferred 
stock of the Corporation ranking prior and superior to the shares of Series A 
First Preferred Stock with respect to dividends, each holder of one 
one-hundredth (1/100) of a share (a "Unit") of Series A First Preferred Stock 
shall be entitled to receive, when, as and if declared by the Board of 
Directors out of funds legally available for that purpose, (i) quarterly 
dividends payable in cash on the first day of January, April, July, and 
October in each year (each such date being a "Quarterly Dividend Payment 
Date"), commencing on the first Quarterly Dividend Payment Date after the 
first issuance of such Unit of Series A First Preferred Stock, in an amount 
per Unit (rounded to the nearest cent) equal to the greater of (a) $.63 or 
(b) subject to the provision for adjustment hereinafter set forth, the 
aggregate per share amount of all cash dividends declared on shares of the 
Common Stock of the Corporation, par value $1.00 per share (the "Common 
Stock"), since the immediately preceding Quarterly Dividend Payment Date, or, 
with respect to the first Quarterly Dividend Payment Date, since the first 
issuance of a Unit of Series A First Preferred Stock, and (ii) subject to the 
provision for adjustment hereinafter set forth, quarterly distributions 
(payable in kind) on each Quarterly Dividend Payment Date in an amount per 
Unit equal to the aggregate per share amount of all non-cash dividends or 
other distributions (other than a dividend payable in shares of Common Stock 
or a subdivision of the outstanding shares of Common Stock, by 
reclassification or otherwise) declared on shares of Common Stock since the 
immediately preceding Quarterly Dividend Payment Date, or, with respect to 
the first Quarterly Dividend Payment Date, since the first issuance of a Unit 
of Series A First Preferred Stock. In the event that the Corporation shall at 
any time after November 27, 1989, (the "Rights Declaration Date") (i) declare 
any dividend on outstanding shares of Common Stock payable in shares of 
Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) 
combine outstanding shares of Common Stock into a smaller number of shares, 
then in each such case, the amount to which the holder of a Unit of Series A 
First Preferred 

                                          4
<PAGE>

Stock was entitled immediately prior to such event pursuant to the preceding 
sentence shall be adjusted by multiplying such amount by a fraction, the 
numerator of which shall be the number of shares of Common Stock that are 
outstanding immediately after such event, and the denominator of which shall 
be the number of shares of Common Stock that were outstanding immediately 
prior to such event.

   (B)  The Corporation shall declare a dividend or distribution on Units of 
Series A First Preferred Stock as provided in paragraph (A) above immediately 
after it declares a dividend or distribution on the shares of Common Stock 
(other than a dividend payable in shares of Common Stock); provided, however, 
that, in the event no dividend or distribution shall have been declared on 
the Common Stock during the period between any Quarterly Dividend Payment 
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of 
$.63 per Unit on the Series A First Preferred Stock shall nevertheless be 
payable on such subsequent Quarterly Dividend Payment Date.

   (C)  Dividends shall begin to accrue and shall be cumulative on each 
outstanding Unit of Series A First Preferred Stock from the Quarterly 
Dividend Payment Date next preceding the date of issuance of such Unit of 
Series A First Preferred Stock, unless the date of issuance of such Unit is 
prior to the record date for the first Quarterly Dividend Payment Date, in 
which case, dividends on such Unit shall begin to accrue from the date of 
issuance of such Unit, or unless the date of issuance is a Quarterly Dividend 
Payment Date or is a date after the record date for the determination of 
holders of Units of Series A First Preferred Stock entitled to receive a 
quarterly dividend and before such Quarterly Dividend Payment Date, in either 
of which events such dividends shall begin to accrue and be cumulative from 
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not 
bear interest.  Dividends paid on Units of Series A First Preferred Stock in 
an amount less than the aggregate amount of all such dividends at the time 
accrued and payable on such Units shall be allocated pro rata on a 
unit-by-unit basis among all Units of Series A First Preferred Stock at the 
time outstanding.  The Board of Directors may fix a record date for the 
determination of holders of Units of Series A First Preferred Stock entitled 
to receive payment of a dividend or distribution declared thereon, which 
record date shall be no more than 30 days prior to the date fixed for the 
payment thereof.

   Section 2.  Voting Rights.  The holders of Units of Series A First 
Preferred Stock shall have the following voting rights:

   (A)  Subject to the provision for adjustment hereinafter set forth, each 
Unit of Series A First Preferred Stock shall entitle the holder thereof to 
one vote on all matters submitted to a vote of the shareholders of the 
Corporation.  In the event the Corporation shall at any time after the Rights 
Declaration Date (i) declare any dividend on outstanding shares of Common 
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of 
Common Stock, or (iii) combine the outstanding shares of Common Stock into a 
smaller number of shares, then in each such case the number of votes per Unit 
to which holders of Units of Series A First Preferred Stock were entitled 
immediately prior to such event shall be adjusted by multiplying such number 
by a fraction, the numerator of which shall be the number of shares of Common 
Stock outstanding immediately after such event and the denominator of which 
shall be the number of shares of Common Stock that were outstanding 
immediately prior to such event.

                                          5
<PAGE>

   (B)  Except as otherwise provided herein or by law, the holders of Units 
of Series A First Preferred Stock and the holders of shares of Common Stock 
shall vote together as one class on all matters submitted to a vote of 
shareholders of the Corporation.

   (C)  (i)  If at any time dividends on any Units of Series A First 
Preferred Stock shall be in arrears in an amount equal to six quarterly 
dividends thereon, then during the period (a "default period") from the 
occurrence of such event until such time as all accrued and unpaid dividends 
for all previous quarterly dividend period and for the current quarterly 
dividend period on all Units of Series A First Preferred Stock then 
outstanding shall have been declared and paid or set apart for payment, all 
holders of Units of Series A First Preferred Stock, voting separately as a 
class, shall have the right to elect two Directors.

      (ii)  During any default period, such voting rights of the holders of 
Units of Series A First Preferred Stock may be exercised initially at a 
special meeting, called pursuant to subparagraph (iii) of this Section 3(C) 
or at any annual meeting of shareholders, and thereafter at annual meetings 
of shareholders, provided that neither such voting rights nor any right of 
the holders of Units of Series A First Preferred Stock to increase, in 
certain cases, the authorized number of Directors may be exercised at any 
meeting unless one-third of the outstanding Units of Series A Preferred Stock 
shall be present at such meeting in person or by proxy.  The absence of a 
quorum of the holders of Common Stock shall not affect the exercise by the 
holders of Units of Series A First Preferred Stock of such rights.  At any 
meeting at which the holders of Series A First Preferred Stock shall exercise 
such voting right initially during an existing default period, they shall 
have the right, voting separately as a class, to elect Directors to fill two 
vacancies in the Board of Directors, if any such vacancies may then exist, 
or, if such right is exercised at an annual meeting, to elect two Directors. 
If the number which may be so elected at any special meeting does not amount 
to the required number, the holders of the Series A First Preferred Stock 
shall have the right to make such increase in the number of Directors as 
shall be necessary to permit the election by them of the required number.  
After the holders of Units of Series A First Preferred Stock shall have 
exercised their right to elect Directors during any default period, the 
number of Directors shall not be increased or decreased except as approved by 
a vote of the holders of Units of Series A First Preferred Stock as herein 
provided or pursuant to the rights of any equity securities ranking senior to 
the Series A First Preferred Stock.

      (iii)  Unless the holders of Series A First Preferred Stock shall, 
during an existing default period, have previously exercised their right to 
elect Directors, the Board of Directors may order, or any stockholder or 
shareholders owning in the aggregate not less than two-thirds of the total 
number of Units of Series A First Preferred Stock outstanding may request in 
writing, the calling of a special meeting of the holders of Units of Series A 
First Preferred Stock, which meeting shall thereupon be called by the 
Secretary of the Corporation.  Notice of such meeting and of any annual 
meeting at which holders of Units of Series A First Preferred Stock are 
entitled to vote pursuant to this paragraph (C)(iii) shall be given to each 
holder of record of Units of Series A First Preferred Stock by mailing a copy 
of such notice to him at his last address as the same appears on the books of 
the Corporation.  Such meeting shall be called for a time not earlier than 30 
days and not later than 50 days after such order or request or, if the 
Corporation is in default of the calling of such meeting within 50 days after 
such order or request, such meeting may be called on similar notice by any 
stockholder or shareholders owning in the aggregate not less 

                                          6
<PAGE>

than two-thirds of the total number of outstanding Units of Series A First 
Preferred Stock.

      (iv)  During any default period, the holders of shares of Common Stock 
and Units of Series A First Preferred Stock, and other classes or series of 
stock of the Corporation, if applicable, shall continue to be entitled to 
elect all the Directors until the holders of Units of Series A First 
Preferred Stock shall have exercised their right to elect two Directors 
voting as a separate class, after the exercise of which right (x) the 
Directors so elected by the holders of Units of Series A First Preferred 
Stock shall continue in office until their successors shall have been elected 
by such holders or until the expiration of the default period, and (y) any 
vacancy in the Board of Directors may (except as provided in paragraph 
(C)(ii) of this Section 3) and filled by vote of a majority of the remaining 
Directors theretofore elected by the holders of the class of capital stock 
which elected the Director whose office shall have become vacant.  References 
in this paragraph (C) to Directors elected by the holders of a particular 
class of capital stock shall include Directors elected by such Directors to 
fill vacancies as provided in clause (y) of the foregoing sentence.

      (v)  Immediately upon the expiration of a default period, (x) the right 
of the holders of Units of Series A First Preferred Stock as a separate class 
to elect Directors shall cease, (y) the term of any Directors elected by the 
holders of Units of Series A First Preferred Stock as a separate class shall 
terminate, and (z) the number of Directors shall be such number as may be 
provided for in the Articles or By-Laws irrespective of any increase made 
pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such 
number being subject, however, to change thereafter in any manner provided by 
law or in the Articles or By-Laws).  Any vacancies in the Board of Directors 
effected by the provisions of clauses (y) and (z) in the preceding sentence 
may be filled by a majority of the remaining Directors.

      (vi)  The provisions of this paragraph (C) shall govern the election of 
Directors by holders of Units of Series A First Preferred Stock during any 
default period notwithstanding any provisions of the Articles to the contrary.

   (D)  Except as set forth herein, holders of Units of Series A First 
Preferred Stock shall have no special voting rights and their consent shall 
not be required (except to the extent they are entitled to vote with holders 
of Shares of Common Stock as set forth herein) for taking any corporate 
action.

   Section 3.  Certain Restrictions.

   (A)  Until all accrued and unpaid dividends and distributions, whether or 
not declared, on outstanding Units of Series A First Preferred Stock shall 
have been paid in full, the Corporation shall not:

      (i)  declare or pay dividends on, make any other distributions on, or 
redeem or purchase or otherwise acquire for consideration any shares of 
junior stock;

      (ii)  declare or pay dividends on or make any other distributions on 
any shares of parity stock, except dividends paid ratably on Units of Series 
A First Preferred Stock and shares of all such parity stock on which 
dividends are payable or in arrears in proportion to the total amounts to 
which the holders of such Units and all such shares are then entitled;

                                          7
<PAGE>

      (iii)  redeem or purchase or otherwise acquire for consideration shares 
of any parity stock, provided, however, that the Corporation may at any time 
redeem, purchase or otherwise acquire shares of any such parity stock in 
exchange for shares of any junior stock;

      (iv)  purchase or otherwise acquire for consideration any Units of 
Series A First Preferred Stock, except in accordance with a purchase offer 
made in writing or by publication (as determined by the Board of Directors) 
to all holders of such Units.

   (B)  The Corporation shall not permit any subsidiary of the Corporation to 
purchase or otherwise acquire for consideration any shares of stock of the 
Corporation unless the Corporation could, under paragraph (A) of this Section 
4, purchase or otherwise acquire such shares at such time and in such manner.

   Section 4.  Reacquired Shares.  Any Units of Series A First Preferred 
Stock purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall become Treasury shares.

   Section 5.  Liquidation, Dissolution or Winding Up.

   (A)  Upon any voluntary or involuntary liquidation, dissolution or winding 
up of the Corporation, no distributions shall be made (i) to the holders of 
shares of junior stock unless the holders of Units of Series A First 
Preferred Stock shall have received, subject to adjustment as hereinafter 
provided in paragraph (B), the greater of either (a) $.01 per Unit plus an 
amount equal to accrued and unpaid dividends and distributions thereon, 
whether or not declared, to the date of such payment, or (b) an amount per 
unit equal to the aggregate per share amount to be distributed to holders of 
shares of Common Stock or (ii) to the holders of shares of parity stock, 
unless simultaneously therewith distributions are made ratably on Units of 
Series A First Preferred Stock and all other shares of such parity stock in 
proportion to the total amounts to which the holders of Units of Series A 
First Preferred Stock are entitled under clause (i)(a) of this sentence and 
to which the holders of shares of such parity stock are entitled, in each 
case, upon such liquidation, dissolution or winding up.

   (B)  In the event the Corporation shall at any time after the Rights 
Declaration Date (i) declare any dividend on outstanding shares of Common 
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of 
Common Stock, or (iii) combine outstanding shares of Common Stock into a 
smaller number of shares, then in each such case, the aggregate amount to 
which holders of Units of Series A First Preferred Stock were entitled 
immediately prior to such event pursuant to clause (i)(b) of paragraph (A) of 
this Section 6 shall be adjusted by multiplying such amount by a fraction, 
the numerator of which shall be the number of shares of Common Stock that are 
outstanding immediately after such event, and the denominator of which shall 
be the number of shares of Common Stock that were outstanding immediately 
prior to such event.

   Section 6.  Consolidation, Merger, etc.  In case the Corporation shall 
enter into any consolidation, merger, combination or other transaction in 
which the shares of Common Stock are exchanged for or converted into other 
stock or securities, cash and/or any other property, then in any such case, 
Units of Series A First Preferred Stock shall at the same time be similarly 
exchanged for or converted into an amount per Unit (subject to the provision 
for adjustment hereinafter set forth) equal to the aggregate amount of stock, 
securities, cash and/or any other property (payable in kind), as the case may 
be, into which or for which each share of Common Stock is

                                          8
<PAGE>

converted or exchanged.  In the event the Corporation shall at any time after 
the Rights Declaration Date (i) declare any dividend on outstanding shares of 
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding 
shares of Common Stock, or (iii) combine outstanding shares of Common Stock 
into a smaller number of shares, then in each such case, the amount set forth 
in the immediately preceding sentence with respect to the exchange or 
conversion of Units of Series A First Preferred Stock shall be adjusted by 
multiplying such amount by a fraction, the numerator of which shall be the 
number of shares of Common Stock that are outstanding immediately after such 
event, and the denominator of which shall be the number of shares of Common 
Stock that were outstanding immediately prior to such event.

   Section 7.  Redemption.  The units of Series A First Preferred Stock shall 
not be redeemable.

   Section 8.  Ranking.  The Units of Series A First Preferred Stock shall 
rank junior to all other series of the Preferred Stock and to any other class 
of preferred stock that hereafter may be issued by the Corporation as to the 
payment of dividends and the distribution of assets, unless the terms of any 
such series or class shall provide otherwise.

   Section 9.  Amendment.  The Articles shall not hereafter be amended, 
either directly or indirectly, or through merger or consolidation with 
another corporation, in any manner that would alter or change the powers, 
preferences or special rights of the Series A First Preferred Stock so as to 
affect them adversely without the affirmative vote of the holders of a 
majority or more of the outstanding Units of Series A First Preferred Stock, 
voting separately as a class.

   Section 10.  Fractional Shares.  The Series A First Preferred Stock may be 
issued in Units or other fractions of a share, which Units or fractions shall 
entitle the holder, in proportion to such holder's fractional shares, to 
exercise voting rights, receive dividends, participate in distributions, and 
to have the benefit of all other rights of holders of Series A First 
Preferred Stock.

   Section 11.  Certain Definitions.  As used herein with respect to the 
Series A First Preferred Stock, the following terms shall have the following 
meanings:

   (A)  The term "junior stock" (i) as used in Section 4, shall mean the 
Common Stock and any other class or series of capital stock of the 
Corporation hereafter authorized or issued over which the Series A First 
Preferred Stock has preference or priority as to the payment of dividends, 
and (ii) as used in Section 6, shall mean the Common Stock and any other 
class or series of capital stock of the Corporation over which the Series A 
First Preferred Stock has preference or priority in the distribution of 
assets on any liquidation, dissolution or winding up of the Corporation.

   (B)  The term "parity stock" (i) as used in Section 4, shall mean any 
class or series of stock of the Corporation hereafter authorized or issued 
ranking pari passu with the Series A First Preferred Stock as to dividends, 
and (ii) as used in Section 6, shall mean any class or series of stock of the 
Corporation ranking pari passu with the Series A First Preferred Stock in the 
distribution of assets on any liquidation, dissolution or winding up.


                                  9

<PAGE>


                                5B.  TREASURY STOCK

   Shares of stock of the Corporation which have been issued, have been 
subsequently acquired by and belong to the Corporation and have not been 
canceled, shall be designated treasury shares, and shall be deemed to be 
issued but not outstanding.

                                         6.

   No holder of shares of stock of the Corporation of any class shall have or 
be entitled to any preemptive rights to subscribe for or to purchase any 
shares or other securities issued by the Corporation.

                                         7.

   Subject to the provisions of the Georgia Business Corporation Code, the 
Board of Directors shall have the power to distribute a portion of the assets 
of the Corporation, in cash or in property, to holders of shares of the 
Corporation out of the capital surplus of the Corporation.

                                         8.

   The Corporation shall have the full power to purchase and otherwise 
acquire, and dispose of, its own shares and securities granted by the laws of 
the State of Georgia and shall have the right to purchase its shares out of 
its unreserved and unrestricted capital surplus available therefor as well as 
out of its unreserved and unrestricted earned surplus available therefor.

                                         9.

   The Corporation shall not commence business until it shall have received 
not less than $500 in payment for the issuance of its shares.

                                        10.

I. As used in this Article 10, the term:

      (1) "Affiliate" means a person that directly, or indirectly through one 
          or more intermediaries, controls, or is controlled by, or is under 
          common control with, a specified person.

      (2) "Announcement date" means the date of the first general public 
          announcement of the proposal of the business combination.

      (3) "Associate," when used to indicate a relationship with any person, 
          means:

          (A) Any corporation or organization, other than the corporation or 
              a subsidiary of the corporation, of which such person is an 
              officer, director, or partner or is the beneficial owner of l0 
              percent or more of any class of equity securities;

                                          10
<PAGE>

          (B) Any trust or other estate in which such person has a beneficial 
              interest of 10 percent or more, or as to which such person 
              serves as trustee or in a similar fiduciary capacity; and

          (C) Any relative or spouse of such person, or any relative of such 
              spouse, who has the same home as such person.

      (4) "Beneficial owner" -- a person shall be considered to be the 
          beneficial owner of any equity securities:

          (A) Which such person or any of such person's affiliates or 
              associates owns, directly or indirectly;

          (B) Which such person or any of such person's affiliates or 
              associates, directly or indirectly, has:

              (i) 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

             (ii) The right to vote pursuant to any agreement, arrangement, or
                  understanding; or

          (C) Which are owned, directly or indirectly, by any other person 
              with which such person or any of such person's affiliates or 
              associates has any agreement, arrangement, or understanding for 
              the purpose of acquiring, holding, voting, or disposing of 
              equity securities.

      (5) "Business combination" means:

          (A) Any merger or consolidation of the corporation or any 
              subsidiary with (i) any interested shareholder or (ii) any 
              other corporation, whether or not itself an interested 
              shareholder, which is, or after the merger or consolidation 
              would be, an affiliate of an interested shareholder that was an 
              interested shareholder prior to the consummation of the 
              transaction;

          (B) Any sale, lease, transfer, or other disposition, other  than in 
              the ordinary course of business, in one transaction or in a 
              series of transactions in any 12 month period, to any 
              interested shareholder or any affiliate of any interested 
              shareholder, other than the corporation or any of its 
              subsidiaries, of any assets of the corporation or any 
              subsidiary having, measured at the time the transaction or 
              transactions are approved by the board of directors of the 
              corporation, an aggregate book value as of the end of the 
              corporation's most recently ended fiscal quarter of 10 percent 
              or more of the net assets of the corporation as of the end of 
              such fiscal quarter;

          (C) The issuance or transfer by the corporation, or any subsidiary, 
              in one transaction or a series of transactions in any 12 month 
              period, of any equity securities of the corporation or any 
              subsidiary which have an aggregate market value of 5 percent or 
              more of the total market 

                                          11
<PAGE>

              value of the outstanding common and preferred shares of the 
              corporation whose shares are being issued, to any interested 
              shareholder or any affiliate of any interested shareholder, 
              other than the corporation or any of its subsidiaries, except 
              pursuant to the exercise of warrants or rights to purchase 
              securities offered pro rata to all holders of the corporation's 
              voting shares or any other method affording substantially 
              proportionate treatment to the holders of voting shares;

          (D) The adoption of any plan or proposal for the liquidation or 
              dissolution of the corporation in which anything other than 
              cash will be received by an interested shareholder or an 
              affiliate of any interested shareholder; or

          (E) Any reclassification of securities, including any reverse stock 
              split, or recapitalization of the corporation, or any merger or 
              consolidation of the corporation with any of its subsidiaries, 
              which has the effect, directly or indirectly, in one 
              transaction or a series of transactions in any 12 month period, 
              of increasing by 5 percent or more the proportionate amount of 
              the outstanding shares of any class or series of equity 
              securities of the corporation or any subsidiary which is 
              directly or indirectly beneficially owned by any interested 
              shareholder or any affiliate of any interested shareholder.

      (6) "Continuing director" means any member of the board of directors 
          who is not an affiliate or associate of an interested shareholder 
          or any of its affiliates, other than the corporation or any of its 
          subsidiaries, and who was a director of the corporation prior to 
          the determination date, and any successor to such continuing 
          director who is not an affiliate or an associate of an interested 
          shareholder or any of its affiliates, other than the corporation or 
          its subsidiaries, and is recommended or elected by a majority of 
          all of the continuing directors.

      (7) "Control," including the terms "controlling," "controlled by," and 
          "under common control with," means the possession, directly or 
          indirectly, of the power to direct or cause the direction of the 
          management and policies of a person, whether through the ownership 
          of voting securities, by contract, or otherwise, and the beneficial 
          ownership of shares representing 10 percent or more of the votes 
          entitled to be cast by a corporation's voting shares shall create 
          an irrebuttable presumption of control.

      (8) "Corporation" shall include any trust merging with a domestic 
          corporation pursuant to Georgia Business Corporation Code Section 
          53-12-59.

      (9) "Determination date" means the date on which an interested 
          shareholder first became an interested shareholder.

      (10) "Fair market value" means:

          (A) In the case of securities, the highest closing sale price, 
              during the period beginning with and including the 
              determination date and for 29 days prior to such date, of such 
              a security on the principal 

                                          12
<PAGE>

              United States securities exchange registered under the 
              Securities Exchange Act of 1934 on which such securities are 
              listed, or, if such securities are not listed on any such 
              exchange, the highest closing sales price or, if none is 
              available, the average of the highest bid and asked prices 
              reported with respect to such a security, in each case during 
              the 30 day period referred to above, on the National 
              Association of Securities Dealers, Inc., Automatic 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 
              such a security as determined in good faith at a duly called 
              meeting of the board of directors by a majority of all of the 
              continuing directors, or, if there are no continuing directors, 
              in question as determined in good faith at a duly called 
              meeting of the board of directors by a majority of all of the 
              continuing directors, or, if there are no continuing directors, 
              by the entire board of directors; and

          (B) In the case of property other than securities, the fair market 
              value of such property on the date in question as determined in 
              good faith at a duly called meeting of the board of directors 
              by a majority of all of the continuing directors, or, if there 
              are no continuing directors, by the entire board of directors 
              of the corporation.

      (11) "Interested shareholder" means any person, other than the 
           corporation or its subsidiaries, that:

          (A) (i) Is the beneficial owner of 10 percent or more of the voting 
              power of the outstanding voting shares of the corporation; 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 of 10 percent or more of the voting 
              power of the then outstanding voting shares of the corporation; 
              and

         (B)  For the purpose of determining whether a person is an interested 
              shareholder, the number of voting shares deemed to outstanding 
              shall not include any unissued voting shares which be issuable 
              pursuant to any agreement, arrangement, understanding, or upon 
              exercise of conversion rights, warrants options, or otherwise.

      (12) "Voting shares" means shares entitled to vote generally in the 
           election of directors.

II. In addition to any vote otherwise required by law or the articles of
incorporation of the corporation, a business combination shall be:

       (1) Unanimously approved by the continuing directors, provided that the
           continuing directors constitute at least three members of the 
           board of directors at the time of such approval; or

       (2) Recommended by at least two-thirds of the continuing directors and 
           approved by a majority of the votes entitled to be cast by holders 
           of voting shares, other than voting shares beneficially owned by 
           the interested 

                                          13
<PAGE>

            shareholder who is, or whose affiliate is, a party to the business
            combination.

III. (a) As used in this Section III, the term  "interested shareholder" 
refers to the interested shareholder which is party to, or an affiliate of 
which is party to, the business combination in question.

      (b) The vote required by Section II of this Article does not apply to a 
business combination if each of the following conditions is met:

      (1) The aggregate amount of the cash, and the fair market value as of 
          five days before the consummation of the business combination of 
          consideration other than cash, to be received per share by holders 
          of any class of common shares or any class or series of preferred 
          shares in such business combination is at least equal to the 
          highest of the following:

          (A) The highest per share price, including any brokerage 
              commissions, transfer taxes, and soliciting dealers' fees, paid 
              by the interested shareholder for any shares of the same class 
              or series acquired by it:

              (i) Within the two-year period immediately prior to the 
                  announcement date; or

             (ii) In the transaction in which it became an interested 
                  shareholder, whichever is higher;

          (B) The fair market value per share of such class or series as 
              determined on the announcement date and as determined on the 
              determination date, whichever is higher; or
                  
          (C) In the case of shares other than common shares, the highest 
              preferential amount per share to which the holders of shares of 
              such class or series are entitled in the event of any voluntary 
              or involuntary liquidation, dissolution, or winding up of the 
              corporation; provided that this subparagraph shall only apply 
              if the interested shareholder has acquired shares of such class 
              or series within the two-year period immediately prior to the 
              announcement date;

      (2) The consideration to be received by holders of any class or series 
          of outstanding shares is to be in cash or in the same form as the 
          interested shareholder has previously paid for shares of the same 
          class or series.  If the interested shareholder has paid for shares 
          of any class or series of shares with varying forms of 
          consideration, the form of consideration for such class or series 
          of shares shall be either cash or the form used to acquire the 
          largest number of shares of such class or series previously 
          acquired by it;

      (3) After the interested shareholder has become an interested 
          shareholder and prior to the consummation of such business 
          combination:

          (A) Unless approved by a majority of the continuing directors, there
              shall have been:


                                          14
<PAGE>

             (i) No failure to declare and pay at the regular date therefor 
                 any full periodic dividends, whether or not cumulative, on any
                 outstanding preferred shares of the corporation;

            (ii) No reduction in the annual rate of dividends paid on any 
                 class of common shares, except as necessary to reflect any 
                 subdivision of the shares;

           (iii) An increase in such annual rate of dividends as is necessary 
                 to reflect any reclassification, including any reverse share 
                 split, recapitalization, reorganization, or any similar 
                 transaction which has the effect of reducing the number of 
                 outstanding shares; and

            (iv) No increase in the interested shareholder's percentage 
                 ownership of any class or series of shares of the corporation 
                 by more than 1 percent in any 12 month period.

          (B) The provisions of divisions (b)(3)(A)(i) and (ii) of this 
              Section III shall not apply if the interested shareholder or an 
              affiliate or associate of the interested shareholder did not 
              vote as a director of the corporation in a manner inconsistent 
              with divisions (b)(3)(A)(i) and (ii) of this Section III and 
              the interested shareholder, within ten days after any act or 
              failure to act inconsistent with divisions (b)(3)(A)(i) and 
              (ii) of this Section III, notified the board of the corporation 
              in writing that the interested shareholder disapproved thereof 
              and requested in good faith that the board of directors rectify 
              the act or failure to act; and

      (4) After the interested shareholder has become an interested 
          shareholder, the interested shareholder has not received the 
          benefit, directly or indirectly, except proportionately as a 
          shareholder, of any loans, advances, guarantees, pledges, or other 
          financial assistance or any tax credits or other tax advantages 
          provided by the corporation or any of its subsidiaries, whether in 
          anticipation of or in connection with such business combination or 
          otherwise.

IV. (a) This Article may only be repealed or amended by the affirmative vote 
of at least two-thirds of the continuing directors and a majority of the 
votes entitled to be cast by voting shares of the corporation, other than 
shares beneficially owned by any interested shareholder and affiliates and 
associates of any interested shareholder, in addition to any other vote 
required by the articles of incorporation or by law.

   (b) The requirements of Section II of this Article shall never apply to 
business combinations with an interested shareholder or its affiliates if, 
during the three-year period immediately preceding the consummation of the 
business combination, the interested shareholder has not at any time during 
such period:

      (1) Ceased to be an interested  shareholder; or

      (2) Increased its percentage ownership of any class or series of common 
          or preferred shares of the corporation by more than 1 percent in 
          any 12 month period.                  

                                         15
<PAGE>

                                        11.

          No director of the Corporation shall be personally liable to the 
          Corporation or its shareholders for monetary damages for breach of 
          his or her duty of care or any other duty as a director, except for 
          liability (i) for any appropriation, in violation of his or her 
          duties, of any business opportunity of the Corporation, (ii) for 
          acts or omissions not in good faith or constituting intentional 
          misconduct or a knowing violation of law, (iii) for the types of 
          liability set forth in Section 14-2-154 of the Georgia Business 
          Corporation Code, or (iv) for any transaction from which the 
          director derived an improper personal benefit.

                                          16