Exhibit 3.2

                                                                   AMENDED AS OF
                                                                OCTOBER 24, 2000

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        SUBURBAN LODGES OF AMERICA, INC.



                                    ARTICLE I
                                     OFFICES

                  SECTION 1. REGISTERED  OFFICE.  The corporation shall maintain
at all times a registered  office in the State of Georgia and a registered agent
at that office.

                  SECTION  2.  OTHER  OFFICES.  The  corporation  may also  have
offices at such other places both within and without the State of Georgia as the
business of the corporation may require or make desirable.

                                   ARTICLE II
                              SHAREHOLDERS MEETINGS

                  SECTION  1.  REGULAR  MEETINGS.  The  regular  meeting  of the
shareholders  of the  corporation  shall be held at the principal  office of the
corporation  or at such other place in the United States as may be determined by
the board of  directors,  at 11:00 a.m. on the third Tuesday of the fourth month
following the close of each fiscal year, or at such other date and time as shall
be determined by the board of directors,  for the purpose of electing  directors
and  transacting  such other  business  as may  properly  be brought  before the
meeting.

                  SECTION  2.  SPECIAL   MEETINGS.   (a)  Special   meetings  of
shareholders of one or more classes or series of the corporation's  shares shall
be called by the President or the Secretary (i) when so directed by the Chairman
or by a majority of the entire  board of  directors;  or (ii) upon the demand of
holders of at least forty percent (40%) of all votes entitled to be cast on each
issue to be considered at a proposed  special meeting of the  shareholders.  The
business that may be transacted at any special meeting of shareholders  shall be
limited  to  that  proposed  in the  notice  of the  special  meeting  given  in
accordance with SECTION 3 (including  related or incidental  matters that may be
necessary or appropriate to effectuate the proposed business).

                  (b) Promptly after the date of receipt of written  shareholder
demands (the "Demand  Date")  purporting  to comply with the  provisions  of the
Georgia Business Corporation Code, as



<PAGE>

amended from time to time (the "Code"),  and these Bylaws,  the President or the
Secretary of the corporation  shall determine the validity of the demand. If the
demand is valid, the President or the Secretary of the corporation  shall call a
special  shareholders  meeting  by mailing  notice  within 20 days of the Demand
Date.

                  (c) The  time,  date  and  place of any  special  shareholders
meeting  shall be determined by the board of directors and shall be set forth in
the notice of meeting.

                  SECTION 3. NOTICE OF MEETINGS.  (a) Unless otherwise  required
by law or specified in the Articles of  Incorporation  or these Bylaws,  written
notice of every meeting of shareholders, stating the place, date and hour of the
meeting,  shall be given,  in a manner  permitted  by  applicable  law,  to each
shareholder of record entitled to vote at such meeting not less than 10 nor more
than 60 days prior to the date of the meeting.

                  (b) A shareholder  may waive any notice  required by the Code,
the Articles of  Incorporation,  or these  Bylaws,  before or after the date and
time of the matter to which the notice relates, by delivering to the corporation
a written waiver of notice signed by the shareholder  entitled to the notice. In
addition,  a  shareholder's  attendance  at a  meeting  shall be (i) a waiver of
objection  to lack of  notice or  defective  notice of the  meeting  unless  the
shareholder  at the  beginning of the meeting  objects to holding the meeting or
transacting  business  at  the  meeting;  and  (ii) a  waiver  of  objection  to
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose  stated  in the  meeting  notice,  unless  the  shareholder  objects  to
considering the matter when it is presented. Except as otherwise required by the
Code, neither the purpose of nor the business  transacted at the meeting need be
specified in any waiver.

                  SECTION 4. QUORUM. At all meetings of shareholders, any Voting
Group  entitled  to vote on a matter  may take  action on the  matter  only if a
quorum of that Voting Group exists at the meeting,  and if a quorum exists,  the
Voting  Group may take  action on the matter  notwithstanding  the  absence of a
quorum of any other Voting Group that may be entitled to vote  separately on the
matter. Unless the Articles of Incorporation,  these Bylaws or the Code provides
otherwise,  the  presence  (in  person or by proxy)  of  shares  representing  a
majority  of votes  entitled  to be cast on a matter  by a  Voting  Group  shall
constitute a quorum of the Voting Group with regard to that matter. Once a share
is present at any meeting  other than solely to object to holding the meeting or
transacting  business  at the  meeting,  the share  shall be deemed  present for
quorum  purposes for the  remainder of the meeting and for any  adjournments  of
that meeting,  unless a new record date for the adjourned  meeting is or must be
set  pursuant to ARTICLE VI,  SECTION 4(A) of these  Bylaws.  If a quorum is not
present at any  meeting of the  shareholders,  the  holders of a majority of the
shares  present (in person or represented by proxy) and entitled to vote thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present or represented.  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 original
meeting.



                                      -2-
<PAGE>

                  SECTION 5.  VOTING.  Unless  otherwise  provided  by law,  the
Articles of Incorporation,  or board  resolutions  setting forth the preferences
and  other  rights,  restrictions  or  limitations  of any  class or  series  of
preferred stock, each outstanding share, regardless of class or series, shall be
entitled to one vote on each matter voted on at a shareholders meeting, and each
class or series of the  corporation's  shares  entitled to vote  generally  on a
matter  shall for that purpose be  considered  a single  voting group (a "Voting
Group"). Unless the Articles of Incorporation, these Bylaws, a resolution of the
board of  directors  or  applicable  law require a different  vote,  action on a
matter presented for consideration at a meeting where a quorum is present, shall
be  approved  as follows:  (a)  directors  shall be elected by a majority of the
votes cast by the shares  entitled to vote in the election at a meeting at which
a quorum is present;  and (b) all other  matters  shall be approved if the votes
cast within the  applicable  Voting Group  favoring the action  exceed the votes
cast opposing the action,  unless the Articles of Incorporation,  a provision of
these Bylaws that has been adopted pursuant to Section 14-2-1021 of the Code (or
any  successor  provision),  or  applicable  law  requires  a greater  number of
affirmative  votes. If either the Articles of Incorporation or the Code requires
separate voting by two or more Voting Groups on a matter,  action on that matter
is taken only when voted upon by each such Voting Group separately.

                  A  shareholder  may vote his  shares in person or by proxy.  A
shareholder  may appoint a proxy to vote or otherwise  act for him by signing an
appointment  form. An appointment of a proxy is valid for eleven months unless a
shorter or longer period is expressly provided in the appointment form.

                  Any proxy given pursuant to a solicitation with respect to any
meeting of the  shareholders  may be revoked by any  shareholder who attends the
meeting  and gives  written  notice of his or her  election  to vote in  person,
without  compliance  with any other  formalities.  In addition,  any proxy given
pursuant to a solicitation  with respect to any meeting of the  shareholders may
be revoked prior to the meeting by  delivering  an  instrument  revoking it or a
duly executed proxy bearing a later date to the Secretary of the Company.

                  SECTION 6. SHAREHOLDER PROPOSALS.  (a) No shareholder proposal
or resolution (each a "Shareholder Proposal"),  whether purporting to be binding
or non-binding on the corporation or its board of directors, shall be considered
at any annual or special meeting of the shareholders unless:

                  (i)      If such  Shareholder  Proposal  relates solely to the
                           nomination  and election of  directors,  it satisfies
                           the requirements of ARTICLE III, SECTION 3; or

                  (ii)     With  respect  to  any  Shareholder  Proposal  to  be
                           considered at a special  shareholders  meeting called
                           pursuant to ARTICLE II, SECTION 2, SUBSECTION (A)(I),
                           the shareholder(s) proposing to make such Shareholder
                           Proposal   provided  the  information  set  forth  in
                           subsection  (b) of this  SECTION  6 to the  board  of
                           directors


                                      -3-
<PAGE>

                           within 14 days after the date of the  notice  calling
                           such special shareholders meeting (or if less than 21
                           days notice of the meeting is given to  shareholders,
                           such  information  was delivered to the President not
                           later than the close of the seventh day following the
                           date on which the notice of the shareholders' meeting
                           was mailed); or

                  (iii)    Withrespect  to  any   Shareholder   Proposal  to  be
                           considered at a special  shareholders  meeting called
                           pursuant  to  ARTICLE  II,   SECTION  2,   SUBSECTION
                           (A)(II),  the  shareholder(s)  proposing to make such
                           Shareholder  Proposal  provided the  information  set
                           forth  in  subsection  (b) of this  SECTION  6 to the
                           board of  directors  concurrently  with the filing of
                           the initial demand by  shareholders  relating to such
                           special shareholders meeting; or

                  (iv)     With  respect  to  any  Shareholder  Proposal  to  be
                           considered  at any regular  meeting of  shareholders,
                           other than as  described  in clause (i)  hereof,  the
                           shareholder(s)  proposing  to make  such  Shareholder
                           Proposal   provided  the  information  set  forth  in
                           subsection  (b) of this  SECTION  6 to the  board  of
                           directors between 90 to 120 days prior to the regular
                           meeting at which they wish the  Shareholder  Proposal
                           to be considered.

For the purposes of determining whether information was provided at the times or
within the specified periods, the date of the applicable meeting shall be as set
forth in the  notice of  meeting  given by the  corporation,  and such times and
periods will be determined  without  regard to any  postponements,  deferrals or
adjournments of such meeting to a later date.

                  (b) The following information must be provided to the board of
directors,  within or at the times  specified in subsection (a) above,  in order
for the  Shareholder  Proposal to be considered at the  applicable  shareholders
meeting:

                  (i)      The Shareholder  Proposal, as it will be proposed, in
                           full text and in writing;

                  (ii)     The purpose(s) for which the Shareholder  Proposal is
                           desired  and  the  specific  meeting  at  which  such
                           proposal is proposed to be considered;

                  (iii)    The name(s),  address(es),  and number of shares held
                           of  record   by  the   shareholder(s)   making   such
                           Shareholder   Proposal  (or  owned  beneficially  and
                           represented by a nominee certificate on file with the
                           corporation);

                  (iv)     The number of shares  that have been  solicited  with
                           regard to the Shareholder  Proposal and the number of
                           shares the  holders of which have  agreed (in writing
                           or otherwise) to vote in any specific fashion on said
                           Shareholder Proposal; and


                                      -4-
<PAGE>


                  (v)      A written statement by said  shareholder(s) that they
                           intend to continue  ownership  of such voting  shares
                           through  the  date  of  the  meeting  at  which  said
                           Shareholder Proposal is proposed to be considered.

                  (c)  Failure  to  fully  comply  with the  provisions  of this
SECTION 6 shall bar discussion of and voting on the Shareholder  Proposal at the
applicable regular or special  shareholders  meeting.  Any Shareholder  Proposal
that  does  not  comply  with  the  requirements  of this  SECTION  6  shall  be
disregarded by the chairman of the meeting, and any votes cast in support of the
Shareholder Proposal, unless the Shareholder Proposal has been validly submitted
by another shareholder, shall be disregarded by the chairman of such meeting.

                  (d)  The  provisions  of  this  SECTION  6  shall  be  read in
accordance  with  and so as not to  conflict  with  the  rules  and  regulations
promulgated by the Securities and Exchange  Commission and any stock exchange or
quotation  system upon which the  corporation's  shares are  traded.  Nothing in
these  Bylaws  shall be deemed to require  the  consideration  at any meeting of
shareholders of any Shareholder  Proposal that, pursuant to law, the corporation
may refuse to permit consideration thereof.

                  SECTION 7. LIST OF  SHAREHOLDERS;  INSPECTION OF RECORDS.  (a)
The  corporation  shall  keep at its  registered  office or  principal  place of
business,  or at the office of its transfer agent or registrar,  a record of its
shareholders, giving their names and addresses and the number, class and series,
if any, of the shares held by each.

                  (b)   Shareholders  are  entitled  to  inspect  and  copy  the
corporate  records of the corporation as and to the extent provided by the Code;
provided,  however,  that (i) the board of directors shall have the power to set
reasonable  rules and regulations for the inspection and copying of such records
that are not in conflict with applicable law, and (ii)  shareholders  owning two
percent  (2%) or less of the  outstanding  shares  of the  corporation  shall be
entitled to inspect or copy (1) the minutes from any board,  board  committee or
shareholders  meeting or any excerpts therefrom (including any records of action
taken thereby without a meeting),  (2) the accounting records of the corporation
or (3) any record of the  shareholders  of the  corporation  only with the prior
approval of the board of directors in its sole discretion.

                                   ARTICLE III
                                    DIRECTORS

                  SECTION 1. POWERS.  Except as otherwise  provided by any legal
agreement  among  shareholders,  the  property,  affairs  and  business  of  the
corporation  shall be managed and directed by its board of directors,  which may
exercise all powers of the  corporation  and do all lawful acts and things which
are not (by law, by any legal agreement among  shareholders,  by the Articles of
Incorporation  or by these Bylaws)  directed or required to be exercised or done
by the shareholders.



                                      -5-
<PAGE>

                  SECTION  2.  NUMBER,  ELECTION  AND  TERM.  (a) The  number of
directors which shall  constitute the whole board shall be not less than two nor
more  than  nine,  the  number  thereof  to be  determined  from time to time by
resolution  of the board of directors or the  shareholders;  provided,  however,
that no decrease in the number of directors  shall have the effect of shortening
the term of an incumbent director. Upon the closing of the corporation's initial
public  offering  of  shares  of its  common  stock  and the  election  of three
additional  directors  concurrent  with such  closing,  the  directors  shall be
classified  with  respect to the time  during  which they shall  severally  hold
office  by  dividing  them into  three  classes,  as  nearly  equal in number as
possible,  and Class 1 shall consist of one  director;  Class 2 shall consist of
two directors;  and Class 3 shall consist of two directors,  and with respect to
the initial  five person  board,  their terms shall be as follows:  Class 1, one
year;  Class 2, two years;  and Class 3, three years.  At each annual meeting of
the shareholders held thereafter, the successors to the class of directors whose
terms shall expire that year shall be elected to hold office for a term of three
years, so that the term of office of one class of directors shall expire in each
year. Any increase in the number of directors following the establishment of the
staggered  board of directors  shall be  apportioned  among the classes so as to
make all classes as nearly  equal in number as possible.  Except as  hereinafter
provided with respect to filling  vacancies on the board, the directors shall be
elected by the shareholders as provided in ARTICLE II hereof,  and each director
elected  shall hold office until his successor is elected and qualified or until
his earlier  resignation,  removal from  office,  or death.  Directors  shall be
natural persons who have attained the age of 21 years, but need not be residents
of the State of Georgia or shareholders of the corporation. The board, from time
to time, may designate persons to act as advisory directors.

         (b) As long as any shares of the  corporation's  Common  Stock shall be
quoted on the NASDAQ National Market,  the board of directors of the corporation
shall ensure, and shall have all powers necessary to ensure, that the membership
of  the  board  of  directors   shall  at  all  times  include  such  number  of
"independent"  directors (as such term is defined in Part III, Paragraph 6(c) of
Schedule D to the Bylaws of the National  Association of Security Dealers,  Inc.
(the "NASD"), as the same may be amended from time to time) as shall be required
by the Bylaws of the NASD in order for shares of the corporation's  Common Stock
to be eligible for quotation on the NASDAQ  National  Market.  In the event that
the shares of the  corporation's  Common  Stock  shall cease to be quoted on the
NASDAQ  National Market and  subsequently  such shares are listed or quoted on a
national  securities exchange or other trading system, the board of directors of
the  corporation  shall ensure,  and shall have all powers  necessary to ensure,
that the  membership of the board of directors  shall at all times be consistent
with the applicable rules and regulations,  if any, for the corporation's Common
Stock to be eligible for listing and quotation on such exchange or other trading
system.

                  SECTION  3.  NOMINATIONS.  (a) If any  shareholder  intends to
nominate or cause to be  nominated  any  candidate  for election to the board of
directors  (other than any  candidate  to be  sponsored  by and  proposed at the
instance of the  management),  such  shareholder  shall notify the  President by
first class  registered  mail sent not less than 14 nor more than 50 days before
the scheduled  meeting of the  shareholders  at which directors will be elected.
However,  if less than 21 days notice of the  meeting is given to  shareholders,
such nomination shall be delivered or mailed to



                                      -6-
<PAGE>

the  President not later than the close of the seventh day following the date on
which the notice of the  shareholders'  meeting  was mailed.  Such  notification
shall contain the  following  information  with respect to each nominee,  to the
extent known to the shareholder giving such notification:

                  (1)  Name, address and principal present occupation;

                  (2)  To the knowledge of the  shareholder who proposed to make
                       such  nomination,  the total number of shares that may be
                       voted for such proposed nominee;

                  (3)  The names and address of the  shareholders who propose to
                       make  such  nomination,  and the  number of shares of the
                       corporation owned by each of such shareholders; and

                  (4)  The following additional information with respect to each
                       nominee:  age,  past  employment,  education,  beneficial
                       ownership of shares in the corporation,  past and present
                       financial  standing,   criminal  history  (including  any
                       convictions,   indictments   or   settlements   thereof),
                       involvement   in  any  past  or  pending   litigation  or
                       administrative    proceedings    (including    threatened
                       involvement),  relationship to and agreements (whether or
                       not  in  writing)  with  the  shareholder(s)  (and  their
                       relatives, subsidiaries and affiliates) intending to make
                       such  nomination,   past  and  present  relationships  or
                       dealings with the corporation or any of its subsidiaries,
                       affiliates, directors, officers or agents, plans or ideas
                       for managing the affairs of the  corporation  (including,
                       without  limitation,  any  termination of employees,  any
                       sales of corporate assets, any proposed merger,  business
                       combination    or    recapitalization    involving    the
                       corporation,  and any proposed dissolution or liquidation
                       of  the  corporation),  and  all  additional  information
                       relating  to such  person  that would be  required  to be
                       disclosed, or otherwise required, pursuant to Sections 13
                       or 14 of the Securities Exchange Act of 1934, as amended,
                       and the rules and regulations promulgated thereunder (the
                       "Exchange  Act"),  in connection  with any acquisition of
                       shares  by  such  nominee  or  in  connection   with  the
                       solicitation  of proxies by such nominee for his election
                       as a director,  regardless of the  applicability  of such
                       provisions of the Exchange Act.

                  (b) Any  nominations  not in accordance with the provisions of
this  SECTION 3 may be  disregarded  by the  chairman of the  meeting,  and upon
instruction  by the  chairman,  votes  cast  for  each  such  nominee  shall  be
disregarded.  In the event,  however,  that a person should be nominated by more
than one shareholder, and if one such nomination complies with the provisions of
this SECTION 3, such nomination shall be honored,  and all shares voted for such
nominee shall be counted.


                                      -7-
<PAGE>

                  SECTION 4.  VACANCIES.  (a)  Subject to  SUBSECTIONS  4(B) AND
4(C),  vacancies,  including vacancies resulting from any increase in the number
of  directors  and  vacancies   resulting   from  removal  from  office  by  the
shareholders,  may be filled only by the board of  directors or by a majority of
the directors  then in office (if the directors  remaining in office  constitute
less than a quorum),  and a director so chosen  shall hold office until the next
annual  election and until his successor is duly elected and  qualified,  unless
sooner displaced;  provided,  however, that if there are no directors in office,
then vacancies shall be filled through election by the shareholders.

                  (b) If any vacant office described in SUBSECTION 4(A) was held
by a director elected by a particular Voting Group, only the remaining directors
elected by that Voting  Group shall be entitled to fill the  vacancy;  provided,
however,  that  if the  vacant  office  was  held  by a  director  elected  by a
particular  Voting  Group and there is no  remaining  director  elected  by that
Voting  Group,  the other  remaining  directors or director  (elected by another
Voting Group or Groups) may fill the vacancy.

                  (c) If any vacant office described in SUBSECTION 4(A) was held
by an independent  director (as such term is defined in Part III, Paragraph 6(c)
of Schedule D to the Bylaws of the  National  Association  of Security  Dealers,
Inc. (the "NASD"),  as the same may be amended from time to time),  such vacancy
shall  be  filled  by the  affirmative  vote  of a  majority  of  the  remaining
independent directors.

                  SECTION 5. MEETINGS AND NOTICE.  (a) The board of directors of
the  corporation may hold meetings,  both regular and special,  either within or
without the State of Georgia.  Regular meetings of the board of directors may be
held  without  notice  at such  time and  place as  shall  from  time to time be
determined  by  resolution  of the board.  Special  meetings of the board may be
called by the Chairman or by any two directors  upon two day's notice given in a
manner  permitted by law.  Such notice shall state a reasonable  time,  date and
place of meeting,  but the purpose need not be stated therein.  Unless otherwise
provided by law, the Articles of  Incorporation  or these Bylaws,  directors may
participate  in a meeting of the board,  or any committee  thereof,  by means of
conference  telephone or similar  communications  equipment  whereby all persons
participating  in the meeting can hear each other.  Participation in the meeting
shall constitute presence in person.

                  (b) A director may waive any notice  required by the Code, the
Articles of Incorporation,  or these Bylaws before or after the date and time of
the  matter to which the  notice  relates,  by a  written  waiver  signed by the
director and delivered to the corporation for inclusion in the minutes or filing
with  the  corporate  records.  Attendance  by a  director  at a  meeting  shall
constitute  waiver of notice of the  meeting,  except  where a  director  at the
beginning  of the  meeting  (or  promptly  upon his or her  arrival)  objects to
holding  the  meeting or to  transacting  business  at the  meeting and does not
thereafter vote for or assent to action taken at the meeting.

                  SECTION 6. QUORUM.  At all meetings of the board a majority of
directors shall constitute a quorum for the action of business, and the act of a
majority  of the  directors  present at


                                      -8-
<PAGE>

any meeting at which there is a quorum shall be the act of the board,  except as
may be otherwise specifically provided by law, by the Articles of Incorporation,
by these Bylaws or by contract.  If a quorum shall not be present at any meeting
of the board, the directors present thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

                  SECTION 7. CONSENT OF DIRECTORS.  Unless otherwise  restricted
by the  Articles  of  Incorporation  or these  Bylaws,  any action  required  or
permitted  to be taken  at any  meeting  of the  board  of  directors  or of any
committee  thereof may be taken  without a meeting if the action is evidenced by
one or more  written  consents  describing  the action  taken and signed by each
director or committee  member,  and the writing or writings are delivered to the
corporation for inclusion in the minutes for filing with the corporate  records.
Such  consent  shall have the same force and effect as a  unanimous  vote of the
board or committee, as the case may be.

                  SECTION  8.   COMMITTEES.   The  board  of  directors  may  by
resolution  create one or more committees and appoint one or more members of the
board of  directors  to  serve on them.  The  board  may  designate  one or more
directors  as  alternate  members of any  committee,  who may replace any absent
member at any  meeting  of such  committee.  Any such  committee,  to the extent
provided in the resolution,  shall have and may exercise all of the authority of
the board of  directors  in the  management  of the  business and affairs of the
corporation,   subject  to  limitations  imposed  by  law  or  the  Articles  of
Incorporation. Such committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the board of directors.
A majority of each  committee  may determine its action and may fix the time and
places of its  meetings,  unless  otherwise  provided by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.

                  SECTION 9. REMOVAL OF DIRECTORS.  At any shareholders meeting,
with respect to which notice of such purpose has been given, any director may be
removed  from  office only for cause,  by a majority of the shares  outstanding;
provided that directors elected by a particular Voting Group may be removed only
by the shareholders in that Voting Group.

                  SECTION 10.  COMPENSATION  OF  DIRECTORS.  Directors  shall be
entitled to such  compensation for their services as directors or members of any
committee of the board as shall be fixed from time to time by resolution adopted
by the board,  and shall also be entitled to  reimbursement  for any  reasonable
expenses incurred in attending any meeting of the board or any such committee.



                                      -9-
<PAGE>

                                   ARTICLE IV
                                    OFFICERS

                  SECTION 1. NUMBER.  The officers of the  corporation  shall be
chosen by the board of  directors  and shall be a Chairman,  a  President  and a
Secretary.  The board of directors  may also choose one or more Vice  Presidents
(including  Executive Vice Presidents,  Senior Vice  Presidents,  Assistant Vice
Presidents,  and the like), one or more Assistant  Secretaries,  a Treasurer and
one or more Assistant Treasurers.  Any number of offices may be held by the same
person.  The board of directors may appoint such other officers and agents as it
shall deem necessary.

                  SECTION 2.  COMPENSATION.  The  salaries of all  officers  and
agents  of the  corporation  shall  be  fixed by the  board  of  directors  or a
committee or officer appointed by the board.

                  SECTION  3.  TERM OF  OFFICE.  Unless  otherwise  provided  by
resolution of the board of directors,  the  principal  officers  shall be chosen
annually by the board of directors at the first  meeting of the board  following
the regular meeting of shareholders of the corporation, or as soon thereafter as
is conveniently possible. Subordinate officers may be elected from time to time.
Each  officer  shall  serve  until his  successor  shall  have been  chosen  and
qualified, or until his death, resignation or removal.

                  SECTION 4. REMOVAL.  Any officer may be removed from office at
any time,  with or without  cause,  by the board of  directors  whenever  in its
judgment the best interests of the corporation will be served thereby.

                  SECTION 5. VACANCIES.  Any vacancy in an office,  existing for
any reason, may be filled by the board of directors.

                  SECTION 6. POWERS AND DUTIES.  Except as otherwise provided by
law, the Articles of Incorporation or these Bylaws, or as hereinafter  provided,
the officers of the  corporation  shall each have such powers and duties as from
time to time may be conferred by the board of directors.

                  (a)  Chairman.  The Chairman  shall preside as chairman at all
meetings of the board of directors and of the shareholders,  and shall have such
other  authority  and duties as the board of  directors  or these  Bylaws  shall
provide.

                  (b)  President.  The  President  shall be the chief  executive
officer of the  corporation,  shall in the  absence of the  Chairman  preside as
chairman at all  meetings  of  shareholders,  and shall have  general and active
management of the business of the  corporation and shall see that all orders and
resolutions  of the board of directors  are carried into effect.  The  President
shall have the  authority  to select  and  appoint  employees  and agents of the
corporation,  and shall,  in the absence or  disability  of the  Chairman of the
Board,  perform the duties and exercise the powers of the Chairman of the Board.
The President shall perform any other duties and have any other authority


                                      -10-
<PAGE>

as may be delegated  from time to time by the board of  directors,  and shall be
subject to the  limitations  fixed from time to time by the board of  directors.
The President shall  otherwise have such authority as generally  pertains to the
office of president.

                  (c) Vice  Presidents.  The Vice  President  (if  there be one)
shall, in the absence or disability of the President, or at the direction of the
President,  perform the duties and exercise the powers of the President, whether
the duties  and  powers  are  specified  in these  Bylaws or  otherwise.  If the
corporation has more than one Vice President, the one designated by the board of
directors or the President (in that order of precedence)  shall act in the event
of the absence or disability of the President. Vice Presidents shall perform any
other duties and have any other  authority as from time to time may be delegated
by the board of directors or the President.

                  (d) Secretary.  The Secretary shall attend all meetings of the
board of  directors  and all  meetings  of the  shareholders  and record all the
proceedings  of such  meetings  in a book to be kept for that  purpose and shall
perform like duties for the standing  committees of the board when required.  He
or a designee  shall give,  or cause to be given,  notice of all meetings of the
shareholders,  and shall  perform such other duties as may be  prescribed by the
board of directors or President,  under whose  supervision he shall be. He shall
have custody of the corporate  seal of the  corporation  and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed,  it may be attested by his signature or by the signature of
such assistant  secretary.  The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest to affixing
by his signature.

                  (e) Bonds and Sureties. If required by the board of directors,
any officer or employee  shall give the  corporation a bond in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

                  (f)  Signatures.  The  signature of any  officer,  employee or
agent upon any document of the  corporation  may be made by facsimile or machine
signature under such limitations and  circumstances as the board of directors or
any  appropriate  committee of the board of  directors  may provide from time to
time.

                  SECTION 7. VOTING SECURITIES OF CORPORATION.  Unless otherwise
provided  by the board of  directors,  the  Chairman,  and in his  absence,  the
President,  shall have full power and authority on behalf of the  corporation to
attend and to act and vote at any meetings of security  holders of  corporations
in which the corporation may hold securities, and at such meetings shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities  which the  corporation  might have possessed and exercised if it had
been present.  The board of directors by resolution from time to time may confer
like powers upon any other person or persons.



                                      -11-
<PAGE>

                                    ARTICLE V
                                 INDEMNIFICATION

                  SECTION 1.  INDEMNIFICATION  OF DIRECTORS  AND  OFFICERS.  The
corporation  shall  indemnify  and hold  harmless  any person  (an  "Indemnified
Person")  who is or was a party,  or is  threatened  to be made a party,  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal, administrative or investigative (other than an action or suit by or in
the right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation,  against expenses (including, but not limited to,
attorneys'  fees and  disbursements,  court costs and expert witness fees),  and
against any  judgments,  fines,  and amounts  paid in  settlement  actually  and
reasonably  incurred by him in connection with such action,  suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful;  provided,  in any case, that no indemnification  shall be made in
respect  of  expenses,   judgments,   fines  and  amounts  paid  in   settlement
attributable to  circumstances as to which,  under applicable  provisions of the
Code as in effect from time to time, such  indemnification may not be authorized
by action of the Board of Directors, the shareholders or otherwise.

                  SECTION 2.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS  FOR
DERIVATIVE  ACTIONS.  The  corporation  shall  indemnify  and hold  harmless any
Indemnified  Person who is or was a party,  or is threatened to be made a party,
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  by or in the right of the
corporation,  by reason of the fact that he is or was a  director  or officer of
the corporation,  against expenses  (including,  but not limited to,  attorneys'
fees and  disbursements,  court  costs and expert  witness  fees)  actually  and
reasonably  incurred by him in connection with such action,  suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.  No  indemnification  shall be
made  pursuant to this  SECTION 2 for any claim,  issue or matter as to which an
Indemnified   Person   shall  have  been   adjudged  by  a  court  of  competent
jurisdiction,  after  exhaustion of all appeals  therefrom,  to be liable to the
corporation,  or for amounts paid in settlement to the  corporation,  unless and
only to the extent  that the court in which such  action or suit was  brought or
other court of competent jurisdiction shall determine upon application that such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the court shall deem proper.

                  SECTION 3.  INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Board
of  Directors  shall have the power to cause the  corporation  to provide to any
person who is or was an employee or agent of the  corporation all or any part of
the  right to  indemnification  and  other  rights  of the type  provided  under
SECTIONS  1,  2,  6 AND  12 of  this  ARTICLE  V  (subject  to  the  conditions,
limitations,   obligations  and  other  provisions  specified  herein),  upon  a
resolution  to that effect  identifying  such  employee or agent (by position or
name) and specifying the particular


                                      -12-
<PAGE>

rights provided,  which may be different for each employee or agent  identified.
Each employee or agent of the corporation so identified shall be an "Indemnified
Person" for purposes of the provisions of this ARTICLE V.

         SECTION 4. SUBSIDIARIES AND OTHER ORGANIZATIONS. The Board of Directors
shall have the power to cause the corporation to provide to any person who is or
was a director, officer, employee or agent of the corporation who also is or was
a director,  officer,  trustee,  partner,  employee or agent of a Subsidiary (as
defined  below),  or is or was  serving at the  corporation's  request in such a
position  with  any  other  organization,  all  or any  part  of  the  right  to
indemnification and other rights of the type provided under SECTIONS 1, 2, 6 AND
12 of this ARTICLE V (subject to the  conditions,  limitations,  obligations and
other provisions  specified  herein),  with respect to service by such person in
such  position  with a  Subsidiary  or  other  organization,  upon a  resolution
identifying such person, the Subsidiary or other organization  involved (by name
or other  classification),  and the  particular  rights  provided,  which may be
different for each person so identified.  Each person so identified  shall be an
"Indemnified  Person" for purposes of the  provisions of this ARTICLE V. As used
in this  ARTICLE V,  "Subsidiary"  shall  mean (i)  another  corporation,  joint
venture, trust, partnership or unincorporated business association more than 20%
of the voting capital stock or other voting equity  interest of which was, at or
after  the  time  of the  circumstances  giving  rise to  such  action,  suit or
proceeding,  owned,  directly  or  indirectly,  by the  corporation;  or  (ii) a
nonprofit  corporation  that receives its principal  financial  support from the
corporation or its Subsidiaries.

                  SECTION 5. DETERMINATION. Notwithstanding any judgment, order,
settlement,  conviction  or plea in any action,  suit or  proceeding of the kind
referred to in SECTIONS 1 AND 2 of this ARTICLE V, an  Indemnified  Person shall
be  entitled  to  indemnification  as  provided  in such  SECTIONS  1 AND 2 if a
determination that such Indemnified  Person is entitled to such  indemnification
shall  be made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting  of directors who are not at the time parties to the  proceeding;  or
(ii) if a quorum  cannot be  obtained  under (i) above,  by  majority  vote of a
committee  duly  designated  by the Board of  Directors  (in  which  designation
interested  directors  may  participate),  consisting  solely  of  two  or  more
directors  who are not at the  time  parties  to the  proceeding;  or (iii) in a
written  opinion  by special  legal  counsel  selected  as  required  by Section
14-2-855(b)(3)  of the Code or any  successor  provision.  To the extent that an
Indemnified  Person has been successful on the merits or otherwise in defense of
any action,  suit or  proceeding  of the kind referred to in SECTIONS 1 AND 2 of
this ARTICLE V, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                  SECTION 6. ADVANCES.  Expenses (including, but not limited to,
attorneys'  fees and  disbursements,  court  costs,  and  expert  witness  fees)
incurred by an Indemnified Person in defending any action, suit or proceeding of
the kind  described  in  SECTIONS  1 AND 2 hereof  (or in  SECTION  4 hereof  if
applicable  to such  Indemnified  Person)  shall be paid by the  corporation  in



                                      -13-
<PAGE>

advance of the final disposition of such action, suit or proceeding as set forth
herein.  The  corporation  shall promptly pay the amount of such expenses to the
Indemnified  Person,  but  in  no  event  later  than  ten  days  following  the
Indemnified  Person's  delivery to the  corporation of a written  request for an
advance  pursuant to this SECTION 6,  together  with a reasonable  accounting of
such expenses;  provided, however, that the Indemnified Person shall furnish the
corporation a written  affirmation  of his good faith belief that he has met the
standard  of  conduct  set  forth  in the  Code and a  written  undertaking  and
agreement, executed personally or on his behalf, to repay to the corporation any
advances made  pursuant to this SECTION 6 if it shall be  ultimately  determined
that the Indemnified Person is not entitled to be indemnified by the corporation
for such amounts.  The corporation shall make the advances  contemplated by this
SECTION 6  regardless  of the  Indemnified  Person's  financial  ability to make
repayment.  Any advances and  undertakings  to repay  pursuant to this SECTION 6
shall be unsecured and interest-free.

                  SECTION  7.   NON-EXCLUSIVITY.   Subject  to  any   applicable
limitation   imposed  by  the  Code  or  the  Articles  of  Incorporation,   the
indemnification  and advancement of expenses  provided by or granted pursuant to
this  ARTICLE V shall  not be  exclusive  of any other  rights to which a person
seeking  indemnification  or  advancement  of expenses may be entitled under any
bylaw,  resolution or agreement  specifically  or in general  terms  approved or
ratified by the affirmative vote of holders of a majority of the shares entitled
to be cast thereon.

                  SECTION 8. INSURANCE.  The corporation shall have the power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer,  employee  or  agent  of the  corporation,  or who,  while a
director, officer, employee, or agent of the corporation, is or was serving as a
director,  officer,  trustee, general partner, employee or agent of a Subsidiary
or, at the request of the corporation,  of any other  organization,  against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the corporation would have the
power to  indemnify  him against such  liability  under the  provisions  of this
ARTICLE V.

                  SECTION 9. NOTICE.  If any expenses or other  amounts are paid
by way of  indemnification,  otherwise  than by  court  order or  action  by the
shareholders or by an insurance carrier pursuant to insurance  maintained by the
corporation,  the corporation  shall,  not later than the next annual meeting of
shareholders,  unless such  meeting is held within three months from the date of
such  payment,  and in any event within 15 months from the date of such payment,
send by first class mail to its  shareholders  of record at the time entitled to
vote for the election of directors a statement  specifying the persons paid, the
amount  paid  and the  nature  and  status  at the time of such  payment  of the
litigation or threatened litigation.

                  SECTION 10. SECURITY. The corporation may designate certain of
its  assets as  collateral,  provide  self-insurance  or  otherwise  secure  its
obligations under this ARTICLE V, or under any indemnification agreement or plan
of indemnification adopted and entered into in accordance with the provisions of
this ARTICLE V, as the Board of Directors deems appropriate.



                                      -14-
<PAGE>

                  SECTION 11.  AMENDMENT.  Any  amendment to this ARTICLE V that
limits or otherwise adversely affects the right of indemnification,  advancement
of expenses,  or other rights of any Indemnified  Person  hereunder shall, as to
such Indemnified  Person,  apply only to claims,  actions,  suits or proceedings
based on actions,  events or omissions  (collectively,  "Post Amendment Events")
occurring after such amendment and after delivery of notice of such amendment to
the  Indemnified  Person so affected.  Any  Indemnified  Person shall, as to any
claim,  action,  suit or  proceeding  based  on  actions,  events  or  omissions
occurring prior to the date of receipt of such notice,  be entitled to the right
of indemnification,  advancement of expenses and other rights under this ARTICLE
V to the same extent as if such  provisions  had continued as part of the Bylaws
of the corporation  without such  amendment.  This SECTION 11 cannot be altered,
amended or repealed in a manner  effective as to any Indemnified  Person (except
as to  Post  Amendment  Events)  without  the  prior  written  consent  of  such
Indemnified Person.

                  SECTION 12. AGREEMENTS.  In addition to the rights provided in
this ARTICLE V, the corporation shall have the power, upon  authorization by the
Board of Directors,  to enter into an agreement or  agreements  providing to any
person who is or was a director,  officer,  employee or agent of the corporation
indemnification rights substantially similar to, or greater than, those provided
in this ARTICLE V.

                  SECTION  13.  CONTINUING  BENEFITS.  The  indemnification  and
advancement of expenses provided by or granted pursuant to this ARTICLE V shall,
unless otherwise  provided when authorized or ratified,  continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                  SECTION 14.  SUCCESSORS.  For  purposes of this ARTICLE V, the
terms "the  corporation" or "this  corporation"  shall include any  corporation,
joint venture, trust, partnership or unincorporated business association that is
the  successor  to all or  substantially  all of the  business or assets of this
corporation,  as  a  result  of  merger,  consolidation,  sale,  liquidation  or
otherwise,  and any such  successor  shall be liable to the persons  indemnified
under this ARTICLE V on the same terms and  conditions and to the same extent as
this corporation.

                  SECTION 15. SEVERABILITY. Each of the sections of this ARTICLE
V, and each of the  clauses  set  forth  herein,  shall be deemed  separate  and
independent,  and  should  any part of any such  section  or clause be  declared
invalid or unenforceable by any court of competent jurisdiction, such invalidity
or  unenforceability  shall in no way render invalid or unenforceable  any other
part thereof or any other  separate  section or clause of this ARTICLE V that is
not declared invalid or unenforceable.

                  SECTION  16.  ADDITIONAL  INDEMNIFICATION.  In addition to the
specific   indemnification  rights  set  forth  herein,  the  corporation  shall
indemnify  each of its  directors  and


                                      -15-
<PAGE>

officers  to the full  extent  permitted  by action  of the  Board of  Directors
without  shareholder  approval  under  the  Code or other  laws of the  State of
Georgia as in effect from time to time.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

                  SECTION  1.  FORM OF  CERTIFICATE.  Every  holder of record of
fully-paid  shares in the corporation shall be entitled to have a certificate in
such form as the board of directors may from time to time prescribe.

                  SECTION 2. LOST CERTIFICATES.  The corporation may issue a new
certificate in place of any  certificate  theretofore  issued by the corporation
and  alleged  to have been  lost,  stolen or  destroyed,  upon the  making of an
affidavit,  in form and substance satisfactory to the corporation,  of that fact
by the person  claiming the  certificate  to be lost,  stolen or destroyed.  The
corporation may, in its discretion and as a condition  precedent to the issuance
thereof,  together with such other  conditions  precedent that it may reasonably
require, require the owner of such lost, stolen or destroyed certificate, or his
legal  representative,  to advertise the same in such manner as it shall require
and/or 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 3.  TRANSFERS.  (a) Transfers of capital shares of the
corporation shall be made only on the books of the corporation by the registered
holder thereof, or by his duly authorized attorney,  or with a transfer clerk or
transfer  agent  appointed  as  provided  in SECTION 5 of this  Article,  and on
surrender of the certificate or certificates  for such shares properly  endorsed
and the payment of all taxes thereon.

                  (b)  Except  as  otherwise  provided  by  law  or as  provided
elsewhere  herein,  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 for all other purposes, and shall not
be bound to recognize  any equitable or other claim to or interest in such share
or shares on the part of any other person,  whether or not it shall have express
or other notice thereof.

                  (c)  Capital  shares may be  transferred  by  delivery  of the
certificates thereof, accompanied either by an assignment in writing on the back
of the certificates or by separate written power of attorney to sell, assign and
transfer  the  same,  signed  by the  record  holder  thereof,  or by  his  duly
authorized  attorney-in-fact,  and  accompanied  by such  evidence that all such
signatures are genuine, as the corporation,  at its option, may request,  but no
transfer shall affect the right of the  corporation to pay any dividend upon the
stock to the holder of record as the holder in fact  thereof  for all  purposes,
and no transfer shall be valid,  except between the parties thereto,  until such
transfer  shall  have  been made  upon the  books of the  corporation  as herein
provided.


                                      -16-
<PAGE>

                  (d) The board  may,  from time to time,  make such  additional
rules and  regulations as it may deem  expedient,  not  inconsistent  with these
Bylaws or the  Articles of  Incorporation  concerning  the issue,  transfer  and
registration  of  certificates  for  shares  of  the  corporation,  and  nothing
contained herein shall limit or waive any rights of the corporation with respect
to such matters under applicable law or any  subscriptions or other agreement by
which the corporation is bound.

                  SECTION 4. RECORD DATE. (a) In order that the  corporation may
determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders  or any  adjournment  thereof,  or to express any consent or demand
with  respect to any  corporate  action,  or entitled to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,  conversion  or exchange of shares
or for the purpose of any other lawful  action,  the board of directors may fix,
in advance,  a record date, which shall not be more than 70 days and, in case of
a meeting of shareholders,  not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.

                  (b) If no record date is fixed as  provided  in SECTION  4(A),
then the record date for any determination of shareholders that may be proper or
required  by law  shall  be,  as  appropriate,  the  date on which  notice  of a
shareholders' meeting is mailed, the date on which the board of directors adopts
a resolution declaring a dividend or authorizing a distribution,  or the date on
which any other action is taken that requires a determination of shareholders.

                  SECTION  5.  TRANSFER  AGENT  AND  REGISTRAR.   The  board  of
directors may appoint one or more transfer agents or one or more transfer clerks
and one or more  registrars,  and may require all certificates of shares to bear
the signature or signatures of any of them.

                                   ARTICLE VII
                              BUSINESS COMBINATIONS

                  SECTION 1. BUSINESS  COMBINATIONS.  All of the requirements of
Sections  14-2-1110  et seq.  and  14-2-1131  et seq.  of the  Georgia  Business
Corporation  Code (and any  successor  provisions)  shall be  applicable  to the
corporation.



                                      -17-
<PAGE>

                                  ARTICLE VIII
                               GENERAL PROVISIONS

                  SECTION  1.  DISTRIBUTION.  Distributions  upon  shares of the
corporation,   subject  to  the   provisions,   if  any,  of  the   Articles  of
Incorporation,  or any lawful agreement among  shareholders,  may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Distributions  may be  paid  in  cash  or in  property,  subject  to  applicable
provisions of the Articles of Incorporation. Before payment of any distribution,
there  may be set  aside  out of any  funds  of the  corporation  available  for
distribution  such sum or sums as the board  from time to time,  in its sole and
absolute   discretion,   deems   proper  as  a  reserve  or   reserves  to  meet
contingencies,  or for equalizing distributions, or for repairing or maintaining
any property of the  corporation,  or for such other  purpose as the board shall
deem conducive to the interest of the  corporation,  and the board may modify or
abolish any such reserve in its sole and absolute discretion.

                  SECTION 2. FISCAL  YEAR.  The fiscal  year of the  corporation
shall be fixed by resolution of
the board of directors.

                  SECTION  3. SEAL.  The  corporate  seal  shall have  inscribed
thereon the name of the corporation,  the year of its organization and the words
"Corporate  Seal"  and  "Georgia."  The  seal  may be  used by  causing  it or a
facsimile thereof to be impressed, affixed or reproduced.

                  SECTION 4. SAVINGS CLAUSE. To the extent these Bylaws conflict
with any  provision of any state or federal law as such laws may be amended from
time to time,  these Bylaws  shall be construed so as not to conflict  with said
law, and any  discretionary  actions made hereunder  shall be made in accordance
with applicable law.


                                   ARTICLE IX
                                   AMENDMENTS

                  SECTION 1. AMENDMENTS. The board of directors shall have power
to alter,  amend or repeal these  Bylaws or adopt new bylaws by the  affirmative
vote of a majority  of the members of the board,  but any bylaws  adopted by the
board of directors  may be altered,  amended or repealed,  and new bylaws may be
adopted, by the affirmative vote of a majority of the shares outstanding, unless
the Articles of Incorporation, these Bylaws or applicable law require otherwise.



                                      -18-