EXHIBIT 3.2
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                                     BYLAWS

                                       OF
                               CCF HOLDING COMPANY

                                    ARTICLE I

                                   Home Office

         The home office of CCF Holding Company (the "Corporation")  shall be at
101 North Main Street,  City of  Jonesboro,  County of Clayton,  in the State of
Georgia.  The  Corporation  may also have offices at such other places within or
without the State of Georgia as the board of  directors  shall from time to time
determine.

                                   ARTICLE II

                                  Stockholders

         SECTION  1. Place of  Meetings.  All annual  and  special  meetings  of
stockholders  shall be held at the home  office  of the  Corporation  or at such
other place within or without the State of Georgia as the board of directors may
determine and as designated in the notice of such meeting.

         SECTION  2.  Annual  Meeting.  A  meeting  of the  stockholders  of the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

         SECTION 3. Special  Meetings.  Special meetings of the stockholders for
any purpose or purposes  may be called at any time by the  majority of the board
of  directors  or the chief  executive  officer,  and only such  persons  as are
specifically permitted to call meetings by the Georgia Business Corporation Code
in   accordance   with  the   provisions  of  the   Corporation's   Articles  of
Incorporation.

         SECTION 4. Conduct of Meetings.  Annual and special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors.  The board of directors shall designate,  when present, either the
chairman of the board or president to preside at such meetings.

         SECTION 5. Voting.  At each election for directors,  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of  stock  held  by  him.   Unless   otherwise   provided  in  the  Articles  of
Incorporation, by Statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter.

         SECTION 6. Notice of Meetings.  Written notice stating the place,  day,
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called shall be mailed by the  secretary or the officer  performing  his duties,
not less than ten days nor more than  sixty  days  before  the  meeting  to each
stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  stockholder at his address as it appears on the stock transfer
books or records of the  Corporation as of the record date prescribed in Section
7 of this Article II, with postage thereon prepaid.  If a stockholder is present
at a meeting,  or in writing  waives notice thereof before or after the meeting,
notice  of the  meeting  to such  stockholder  shall  be  unnecessary.  When any
stockholders'  meeting,  either  annual or special,  is adjourned  for 120 days,
notice of the  adjourned  meeting  shall be given as in the case of an  original
meeting. It shall not be


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necessary to give any notice of the time and place of any meeting  adjourned for
less  than  120  days or of the  business  to be  transacted  at such  adjourned
meeting,  other than an announcement at the meeting at which such adjournment is
taken.

         SECTION  7.  Fixing of Record  Date.  For the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than seventy days, and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

         SECTION  8.  Quorum.  A  majority  of  the  outstanding  shares  of the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  The stockholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

         SECTION 9. Proxies.  A shareholder may cast or authorize the casting of
a vote by  filing  a  written  appointment  of a proxy  with an  officer  of the
Corporation  at  or  before  the  meeting  at  which  the  appointment  is to be
effective.  A written appointment of a proxy may be signed by the shareholder or
authorized by the shareholder by transmission of a telegram, cablegram, or other
means of electronic transmission, provided that the corporation has no reason to
believe that the telegram,  cablegram,  or other electronic transmission was not
authorized by the  shareholder.  Any reproduction of the writing or transmission
may be substituted or used in lieu of the original  writing or transmission  for
any purpose for which the original transmission could be used, provided that the
copy,  facsimile  telecommunication,  or other  reproduction  is a complete  and
legible  reproduction of the entire original  writing or  transmission.  Proxies
solicited  on  behalf  of the  management  shall  be voted  as  directed  by the
stockholder or, in the absence of such direction, as determined by a majority of
the board of  directors.  No proxy shall be valid after  eleven  months from the
date of its execution unless otherwise provided in the proxy.

         SECTION 10. Voting of Shares in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
no votes shall be cast for such stock if a majority cannot agree.


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         SECTION 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer,  agent, or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor, guardian, trustee, or conservator may be voted by him,
either in person or by proxy,  without a transfer  of such shares into his name.
Shares  standing in the name of a receiver  may be voted by such  receiver,  and
shares held by or under the control of a receiver may be voted by such  receiver
without the transfer thereof into his name if authority to do so is contained in
an  appropriate  order of the  court or other  public  authority  by which  such
receiver was appointed.

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

             Neither  treasury shares of its own stock held by the  Corporation,
nor shares held by another corporation,  if a majority of the shares entitled to
vote for the  election of directors  of such other  corporation  are held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting. This
provision  does not  limit  the  power of the  Corporation  to vote any  shares,
including its own shares, held by it in a fiduciary capacity.

             SECTION 12.  Inspectors  of Election.  In advance of any meeting of
stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the  chairman  of the board or the  president  may make such
appointment at the meeting.  In case any person  appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  by
the board of  directors  in  advance  of the  meeting  or at the  meeting by the
chairman of the board or the president.

             Unless  otherwise  prescribed by applicable law, the duties of such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes,  ballots,  or consents;  hearing and determining all challenges
and questions in any way arising in connection with the right to vote;  counting
and tabulating all votes or consents;  determining the result;  and such acts as
may be proper to conduct the election or vote with fairness to all stockholders.

         SECTION 13. Nominating Committee. The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.



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                                   ARTICLE III

                               Board of Directors

         SECTION 1. General Powers.  The business and affairs of the Corporation
shall be under the direction of its board of  directors.  The board of directors
shall  annually elect a president and a chief  executive  officer from among its
members and may also elect a chairman of the board from among its  members.  The
board of directors shall designate,  when present, either of the chairman of the
board or president to preside at its meetings.

         SECTION 2. Number,  Term,  and Election.  The board of directors  shall
initially  consist of six  members  and shall be divided  into three  classes as
nearly equal in number as  possible.  The members of each class shall be elected
for a term of three years and until their  successors  are elected or qualified.
The board of directors  shall be classified in accordance with the provisions of
the Corporation's  Articles of  Incorporation.  Directors are to be elected by a
plurality  of votes cast by the shares  entitled  to vote in the  election  at a
meeting of stockholders at which a quorum is present. The board of directors may
increase the number of members of the board of  directors  but in no event shall
the number of directors be increased in excess of fifteen.

         SECTION 3. Age Limitation on Directors. No person 70 years of age shall
be eligible for election, reelection, appointment, or reappointment to the board
of  directors  of the  Corporation.  No director  shall serve as such beyond the
annual meeting of the Corporation  immediately  following his or her becoming 70
years of age,  except  that a director  serving on the date of adoption of these
Bylaws shall not be subject to this  limitation.  This age  limitation  does not
apply to an advisory director.

         SECTION 4. Place of  Meetings.  All annual and special  meetings of the
board of  directors  shall be held at the home office of the  Corporation  or at
such other  place  within or without  the State in which the home  office of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

         SECTION  5.  Regular  Meetings.  A  regular  meeting  of the  board  of
directors  shall be held  without  other notice than this Bylaw at such time and
date as the board of directors may determine.

         SECTION 6. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board or president, or
by two-thirds of the directors.  The persons authorized to call special meetings
of the board of  directors  may fix any place  within  or  without  the State of
Georgia as the place for holding any special  meeting of the board of  directors
called by such persons.

         Members of the board of directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other.

         SECTION 7. Nominating Committee.  The board of directors shall act as a
nominating  committee  for  selecting  the nominees  for election as  directors.
Except  in the case of a nominee  substituted  as a result of the death or other
incapacity  of a management  nominee,  the  nominating  committee  shall deliver
written  nominations  to the secretary at least twenty days prior to the date of
the  annual  meeting.  Provided  such  committee  makes  such  nominations,   no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other

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nominations by  stockholders  are made in writing and delivered to the secretary
of the  Corporation  in  accordance  with the  provisions  of the  Corporation's
Articles of Incorporation.

         SECTION 8. Notice. Written notice of any special meeting shall be given
to each director at least two days previous thereto  delivered  personally or by
telegram or at least five days previous thereto delivered by mail at the address
at which the director is most likely to be reached.  Such notice shall be deemed
to be delivered  when  deposited in the United  States mail so  addressed,  with
postage thereon prepaid if mailed or when delivered to the telegraph  company if
sent be  telegram.  Any  director  may waive  notice of any meeting by a writing
filed  with the  secretary.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

         SECTION 9.  Quorum.  A majority  of the  number of  directors  fixed by
Section 2 of  Article  III shall  constitute  a quorum  for the  transaction  of
business  at any  meeting  of the  board of  directors,  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 8 of Article III.

         SECTION 10. Manner of Acting.  The act of the majority of the directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Articles of Incorporation, or the laws of Georgia.

         SECTION 11. Action Without a Meeting.  Any action required or permitted
to be taken by the  board of  directors  at a  meeting  may be taken  without  a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the directors.

         SECTION 12. Resignation. Any director may resign at any time by sending
a  written  notice of such  resignation  to the home  office of the  Corporation
addressed  to the  chairman  of the  board  or the  board of  directors.  Unless
otherwise  specified  therein,  such resignation  shall take effect upon receipt
thereof.

         SECTION 13. Vacancies.  Any vacancy occurring in the board of directors
shall be filled in accordance with the provisions of the Corporation's  Articles
of Incorporation.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors then in office.  The term of such director shall be in accordance with
the provisions of the Corporation's  Articles of  Incorporation.  A vacancy that
will occur a late date may be filled  before the vacancy date  occurs,  however,
the new director may not take office until the vacancy occurs.

         SECTION 14.  Removal of Directors.  Any director or the entire board of
directors  may be  removed  for  cause  and  then  only in  accordance  with the
provisions of the Corporation's Articles of Incorporation.

         SECTION 15. Compensation.  Directors, as such, may receive a stated fee
for their services. By resolution of the board of directors,  a reasonable fixed
sum, and reasonable  expenses of  attendance,  if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors.

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Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation  for  actual  attendance  at  committee  meetings  as the  board of
directors  may  determine.  Nothing  herein  shall be  construed to preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
remuneration therefor.

         SECTION 16. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his dissent or abstention shall be entered in the minutes of the meeting, unless
he objects at the  beginning  of the meeting (or  promptly  upon his arrival) to
holding such meeting or transacting business at such meeting, or unless he shall
file his written  dissent to such action with the person acting as the secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  secretary  of the  Corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who votes in favor of such action.

                                   ARTICLE IV

                      Committees of the Board of Directors

         The board of directors  may, by resolution  passed by a majority of the
whole  board,  designate  one or more  committees,  as they may  determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties,  constitution,  and procedures thereof. Each committee
shall  consist  of one or more  directors  of the  Corporation.  The  board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or disqualified member at any meeting of the committee.

         The board of directors shall have power,  by the affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation  provided,  however,  that notice to the board,  the chairman of the
board,  the  chairman of such  committee,  or the  secretary  shall be deemed to
constitute  notice to the Corporation.  Such resignation  shall take effect upon
receipt  of such  notice or at any later time  specified  therein;  and,  unless
otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.

                                    ARTICLE V

                                    Officers

         SECTION  1.  Positions.  The  officers  of the  Corporation  shall be a
president, a chief executive officer, one or more vice presidents,  a secretary,
and a treasurer,  each of whom shall be elected by the board of  directors.  The
offices of the secretary and treasurer may be held by the same person and a vice
president  may also be  either  the  secretary  or the  treasurer.  The board of
directors may designate one or more vice  presidents as executive vice president
or senior vice president.  The board of directors may designate the treasurer as
chief  financial  officer.  The  board  may  designate  the  president  as chief
executive  officer.  The board of  directors  may also  elect or  authorize  the
appointment  of such other  officers  as the  business  of the  Corporation  may
require.  The officers  shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the

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absence of action by the board of directors, the officers shall have such powers
and duties as generally pertain to their respective offices.

         SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee,  or agent shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 4 of this Article V.

         SECTION 3. Age Limitation on Officers.  No person 70 years of age shall
be eligible  for  election,  reelection,  appointment,  or  reappointment  as an
officer of the Corporation.  No officer shall serve beyond the annual meeting of
the Corporation immediately following his or her becoming 70 years of age except
that an officer  serving on the date of  adoption of these  Bylaws  shall not be
subject to this limitation.

         SECTION 4. Removal.  Any officer may be removed by vote of the majority
of the board of directors whenever,  in its judgment,  the best interests of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

         SECTION  5.  Vacancies.  A  vacancy  in any  office  because  of death,
resignation, removal, disqualification, or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

         SECTION 6.  Remuneration.  The  remuneration  of the officers  shall be
fixed  from  time to time by the  board of  directors  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the Corporation.

                                   ARTICLE VI

                     Contracts, Loans, Checks, and Deposits

         SECTION 1.  Contracts.  To the extent  permitted by applicable law, and
except as otherwise  prescribed by the Articles of Incorporation or these Bylaws
with respect to  certificates  for shares,  the board of directors may authorize
any officer, employee, or agent of the Corporation to enter into any contract or
execute  and  deliver  any  instrument  in the  name  of and  on  behalf  of the
Corporation. Such authority may be general or confined to specific instances.

         SECTION  2.  Loans.  No loans  shall be  contracted  on  behalf  of the
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

         SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money,  notes, or other  evidences of indebtedness  issued in the
name of the Corporation shall be signed by one

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or more  officers,  employees,  or agents of the  Corporation  in such manner as
shall from time to time be determined by resolution of the board of directors.

         SECTION  4.  Deposits.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in any of its duly authorized depositories as the board of directors may select.

                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

         SECTION 1. Certificates for Shares. The shares of the Corporation shall
be represented by certificates signed by the chairman of the board of directors,
by the president or vice president, by the treasurer/chief financial officer, or
by the  secretary  of the  Corporation,  and may be sealed  with the seal of the
Corporation  or a  facsimile  thereof.  Any  or all  of  the  signatures  upon a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent,  or registered by a registrar,  other than the  Corporation  itself or an
employee  of the  Corporation  and  such  countersignature  may  also be  either
manually  signed  or by  facsimile.  If any  officer  who has  signed  or  whose
facsimile  signature has been placed upon such certificate  shall have ceased to
be such  officer  before  the  certificate  is  issued,  it may be issued by the
Corporation  with the same effect as if he were such  officer at the date of its
issue.

         SECTION 2. Form of Share  Certificates.  All certificates  representing
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  shareholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the board
of  directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

         Each certificate representing shares shall state upon the face thereof:
that the  Corporation is organized  under the laws of the State of Georgia;  the
name of the person to whom issued;  the number and class of shares;  the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share represented by such certificate, or a statement that
the shares are  without  par value.  Other  matters in regard to the form of the
certificates shall be determined by the board of directors.

         SECTION 3. Payment for Shares.  No certificate  shall be issued for any
shares until such share is fully paid.

         SECTION  4. Form of  Payment  for  Shares.  The  consideration  for the
issuance of shares shall be paid in  accordance  with the  provisions of Georgia
law.

         SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of
the Corporation  shall be made only on its stock transfer  books.  Authority for
such  transfer  shall be given  only by the  holder of record  thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney  thereunto  authorized by power of attorney duly executed and filed
with  the  Corporation.  Such  transfer  shall  be made  only on  surrender  for
cancellation of the certificate for such shares. The person in whose name shares
of capital  stock stand on the books of the  Corporation  shall be deemed by the
Corporation to be the owner thereof for all purposes.

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         SECTION 6. Stock Ledger.  The stock ledger of the Corporation  shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger, the list required by Georgia law or the books of the Corporation,  or to
vote in person or by proxy at any meeting of stockholders.

         SECTION 7. Lost  Certificates.  The board of directors may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

         SECTION 8.  Beneficial  Owners.  The  Corporation  shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                                  ARTICLE VIII

                            Fiscal Year; Annual Audit

         The  fiscal  year  of the  Corporation  shall  end on the  last  day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent  public  accountants  appointed by and
responsible to the board of directors.

                                   ARTICLE IX

                                    Dividends

         Subject  to  the  provisions  of  the  Articles  of  Incorporation  and
applicable  law, the board of directors may, at any regular or special  meeting,
declare dividends on the Corporation's  outstanding capital stock. Dividends may
be paid in cash, in property,  or in the Corporation's own stock and as provided
for the Corporation's Articles of Incorporation.



                                      - 9 -

<PAGE>



                                    ARTICLE X

                                 Corporate Seal

         The  corporate  seal of the  Corporation  shall be in such  form as the
board of directors shall prescribe.

                                   ARTICLE XI

                                   Amendments

         The Bylaws may be  altered,  amended or  repealed  or new Bylaws may be
adopted in the manner set forth in the Articles of Incorporation.