ABRAMS INDUSTRIES, INC.


                             RESTATED BYLAWS


ARTICLE I  OFFICES  ..................................................  1

     Section 1. Registered Office  ...................................  1
     Section 2. Other Offices  .......................................  1

ARTICLE II  SHAREHOLDER MEETINGS .....................................  1

     Section 1.  Annual Meeting  .....................................  1
     Section 2.  Special Meetings  ...................................  1
     Section 3.  Notice of Meetings  .................................  2
     Section 4.  Organization  .......................................  3
     Section 5.  Quorum  .............................................  3
     Section 6.  Voting  .............................................  4
     Section 7.  List of Shareholders  ...............................  5
     Section 8.  Action Without a Meeting  ...........................  5
     Section 9.  Notice of Shareholder Business  .....................  5
     Section 10. Notice of Shareholder Nominees  .....................  6

ARTICLE III  DIRECTORS  ..............................................  7

     Section 1.  Powers  .............................................  7
     Section 2.  Number, Election, Term   ............................  7
     Section 3.  Vacancies   .........................................  8
     Section 4.  Meetings and Notice   ...............................  8
     Section 5.  Quorum  .............................................  8
     Section 6.  Telephone Conference Meeting   ......................  9
     Section 7.  Action Without a Meeting ............................  9
     Section 8.  Executive Committee  ................................  9
     Section 9.  Other Committees  ................................... 10
     Section 10. Removal of Directors  ............................... 10
     Section 11. Compensation of Directors  .......................... 10

ARTICLE IV  OFFICERS  ................................................ 10

     Section 1.  Number  ............................................. 10
     Section 2.  Compensation  ....................................... 10
     Section 3.  Term of Office  ..................................... 10
     Section 4.  Removal  ............................................ 11
     Section 5.  Vacancies  .......................................... 11
     Section 6.  Powers and Duties  .................................. 11
     Section 7.  Titles of Recognition  .............................. 12
     Section 8.  Securities of Corporation  .......................... 13
     Section 9.  Checks and Drafts  .................................. 13

ARTICLE V  SHARES .................................................... 13

     Section 1.  Form and Content of Certificate  .................... 13
     Section 2.  Lost Certificates  .................................. 13
     Section 3.  Transfers  .......................................... 13
     Section 4.  Record Date  ........................................ 14


<PAGE>
ARTICLE VI  GENERAL PROVISIONS  ...................................... 15

     Section 1.  Distribution and Share Dividends  ................... 15
     Section 2.  Fiscal Year  ........................................ 15
     Section 3.  Seal  ............................................... 15
     Section 4.  Annual Statements ................................... 16
     Section 5.  List of Shareholders; Inspection of Records  ........ 16

ARTICLE VII  INDEMNIFICATION OF OFFICERS, DIRECTORS,
               EMPLOYEES AND AGENTS  ................................. 17

     Section 1.  Authority to Indemnity  ............................. 17
     Section 2.  Mandatory Indemnification   ......................... 17
     Section 3.  Determination and Authorization of Indemnification .. 18
     Section 4.  Advance for Expenses ................................ 18

ARTICLE VII  AMENDMENTS  ............................................. 19

<PAGE>
                                 
                         RESTATED BYLAWS
                                OF
                     ABRAMS INDUSTRIES, 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

                       SHAREHOLDER MEETINGS

          SECTION 1.     ANNUAL MEETING.  

          1.1.      DATE, TIME AND PURPOSE OF MEETING.  The
annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly
come before the meeting shall be held at such place, either
within or without the State of Georgia, during the month of
August on such date and at such time as the Board of Directors
may by resolution provide.  The Board of Directors may specify by
resolution prior to any special meeting of shareholders held
within the year that such meeting shall be in lieu of the annual
meeting.

          1.2.      FAILURE TO HOLD MEETING.  The failure to hold
an annual meeting at the time stated in or fixed in accordance
with these bylaws shall not affect the validity of any corporate
action.  

          SECTION 2.     SPECIAL MEETINGS.  

          2.1. CALL OF SPECIAL MEETINGS.  (a) The Board of
Directors, acting by majority vote, the Chairman of the Board, or
the President may call a special meeting at any time. Special
meetings of shareholders shall be called by the Chairman of the
Board or the President upon the demand in writing of shareholders
owning at least forty percent (40%) of the issued and outstanding
capital shares of the Corporation entitled to vote thereat,
provided such request states the purposes for which the meeting
is to be called.  
<PAGE>
               (b)  Promptly after the receipt of written
shareholder demands (the "Demand Date") to hold a special meeting
purporting to comply with the provisions of the Georgia Business
Corporation Code, as amended from time to time (the "Code"), and
these bylaws, the Corporation shall engage independent inspectors
for the purpose of determining the validity of the demand(s) and
any revocations thereof.  Within 15 days of the Demand Date, such
independent inspectors shall deliver to the Corporation a written
report stating whether the demand comports with the requirements
of the Code and these bylaws.  If such written report states that
the demand is adequate, or if no report is delivered by the
independent inspectors within 15 days from the Demand Date, the
Chairman of the Board or the President of the Corporation shall
call a special shareholders meeting by mailing notice within 15
days after receipt of the report by said independent inspectors
or after the expiration of the reporting period.

          2.2.      BUSINESS CONDUCTED.  Except as otherwise
provided in these bylaws, only business described within the
purpose or purposes described in the notice of the meeting may be
conducted at a special meeting.

          2.3.      PLACE OF MEETINGS.  Special meetings shall be
held at the principal office of the Corporation in the State of
Georgia, or at such other place, either within or without the
State of Georgia, as it is specified in the notice of the
meeting.


          SECTION 3.     NOTICE OF MEETINGS.

          3.1.      NOTICE REQUIREMENTS.  Unless otherwise
provided by law, whenever shareholders are required or permitted
to take any action at a meeting, a written notice of the meeting
stating the place, date and hour of the meeting, and, in the case
of a special meeting, the purpose of purposes for which the
meeting is called, shall be given to each shareholder entitled to
vote at such meeting not less than ten (10) days nor more than
sixty (60) days before the date of the meeting.  No notice need
be given of the place, date and hour of the reconvening of any
adjourned meeting if the time and place to which the meeting is
adjourned are announced at the adjourned meeting.  If, after the
adjournment, a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

          3.2.      NOTICE BY MAIL.  Notice may be given in any
manner permitted by law.  If mailed, such notice shall be deemed
to be given when deposited in the mail, postage prepaid, directed
to the shareholder at such shareholder's address as it appears on
the records of the Corporation.  

                               -2-<PAGE>
          3.3.      WAIVER BY ATTENDANCE.  A shareholder's
attendance, in person or by proxy, at a meeting of shareholders
shall constitute: 

          (1)  a waiver of notice of the meeting and of all
objections 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

          (2)  a waiver of objection to consideration of a
particular matter at the meeting that is not within the purpose
or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is
presented. 

          3.4. OTHER WAIVERS OF NOTICE.  Notice of a meeting of
shareholders need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, either before or after
the meeting.  Neither the business transacted nor the purpose of
the meeting need be specified in the waiver, except that any
waiver of the notice of a meeting at which the shareholders
consider an amendment of the Articles of Incorporation, a plan of
merger or share exchange, or a sale or other disposition of
assets, or any other action that would entitle the shareholder to
dissent and obtain payment for his shares shall not be effective
unless:

          (1)    prior to the execution of the waiver, the
shareholder has been furnished the same material that would have
been required to be sent to the shareholder in a notice of the
meeting, including notice of any applicable dissenters' rights;
or

          (2)    the waiver expressly waives the right to receive
the material required to be furnished.

          SECTION 4.     ORGANIZATION.  Meetings of shareholders
shall be presided over by the Chairman of the Board, if any, or
in his absence by the President, or in his absence by the
Executive Vice President, or in the absence of the foregoing
persons by a Chairman to be chosen by a majority of the
shareholders entitled to vote who are present in person or by
proxy at the meeting.  The Secretary, or in his absence, an
Assistant Secretary, shall act as secretary of the meeting, or in
the absence of the foregoing persons, the chairman of the meeting
may appoint any person present to act as secretary of the
meeting.

          SECTION 5.     QUORUM.

          5.1. REQUIRED NUMBER.  A quorum for the transaction of
business at any annual or special meeting of shareholders shall
exist when the holders of a majority of the outstanding shares
entitled to vote are represented either in person or by proxy at
such meeting.  Absent special circumstances, shares of its own
stock belonging to the Corporation or to another corporation, if
a majority of the shares entitled to vote in the election of

                              -3-<PAGE>
directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of the Corporation to vote
stock, including but not limited to its own stock, held by it in
a fiduciary capacity.

          5.2. WHEN SHARES PRESENT.  When a quorum is once
present to organize a meeting, the shareholders present may
continue to do business at the meeting or at any adjournment
thereof notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.

          5.3. ADJOURNMENT.  If a quorum is not present at any
meeting of the shareholders, a majority of the shares present and
entitled to vote thereat may adjourn the meeting, until a quorum
shall be present.  At such adjourned meeting at which quorum
shall be present, any business may be transacted that might have
been transacted at the original meeting.  

          SECTION 6.  VOTING.  

          6.1.  NUMBER OF VOTES PER SHARE.  Unless the Articles
of Incorporation or applicable law provide otherwise, each
outstanding share, regardless of class, shall be entitled to one
vote on each matter voted on at a meeting of shareholders.

          6.2.  VOTES REQUIRED.  If a quorum is present, in all
matters other than the election of directors, the affirmative
vote of a majority of the shares present in person or represented
by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, unless a greater
vote is required by law, by the Articles of Incorporation or by
these bylaws.  

          6.3.  ELECTION OF DIRECTORS.  Directors shall be
elected by the affirmative vote of a plurality of the shares
present in person or represented by proxy at the meeting and
entitled to vote on the election of directors in a meeting where
a quorum is present.  Shareholders do not have the right to
cumulate their votes for directors.

          6.4.  PROXIES.  A shareholder may vote either in person
or by a proxy which such shareholder has duly executed in
writing.  No proxy shall be valid eleven (11) months from the
date of its execution unless a longer period is expressly
provided in the proxy.  A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to
support an irrevocable power.  A shareholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy
or another duly executed proxy bearing a later date with the
Secretary of the Corporation.

                               -4-<PAGE>
          SECTION 7.     LIST OF SHAREHOLDERS.  

          7.1.  MAINTENANCE OF LIST.  The Corporation shall keep
or cause to be kept, a complete list of its shareholders,
arranged in alphabetical order, showing the address of each
shareholder and the number, class and series, if any, of shares
held by each.  After fixing a record date for a meeting, the
Corporation shall prepare an alphabetical list of the names of
all shareholders entitled to notice of the meeting.  The list
shall show the address of and number of shares held by each
shareholder, and shall comply in all other respects with
applicable law. 

          7.2.  INSPECTION BY SHAREHOLDERS.  The list of
shareholders shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected
by any shareholder who is present.

          SECTION 8.     ACTION WITHOUT MEETING.

          8.1. GENERALLY.  Unless otherwise provided in the
Articles of Incorporation, any action required to be, or which
may be, taken at any annual or special meeting of shareholders,
may be taken without a meeting, without prior notice and without
a vote if the action is taken by all shareholders entitled to
vote on the action or, if so provided in the Articles of
Incorporation, by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Such consent
shall have the same force and effect as an affirmative vote of
the shareholders and shall be filed with the minutes of the
proceeding of the shareholders.

          8.2. REQUIREMENTS FOR CONSENT.  A written consent is
valid only if:

          (1)   the consenting shareholder was furnished the same
material that would have been required to be sent to shareholders
in a notice of a meeting at which the proposed action would have
been submitted to the shareholders for action, including notice
of any applicable dissenters' rights; or

          (2)  it contains an express waiver of the right to
receive the material otherwise required to be furnished.

          SECTION 9.     NOTICE OF SHAREHOLDER BUSINESS.  At any
meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. 
To be properly brought before a meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a shareholder.  For business to be
properly brought before a meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's

                               -5-<PAGE>
notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 60
days nor more than 90 days prior to the meeting; provided,
however, that in the event that less that 60 days' notice or
prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must
be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made.  A
shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the meeting (a) a
brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business,
(c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any material
interest of the shareholder in such business.  Nothing in this
Section 9 shall be construed to limit the applicability and
requirements of Regulation 14A under the Securities Exchange Act
of 1934, as amended, or any other applicable laws or regulations,
the requirements of which, if any, would have to be met for a
matter to be properly brought before the meeting. 
Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at any meeting except in accordance
with the procedures set forth in this Section 9.  The Chairman of
the meeting shall, if the facts warrant, determine that business
was not properly brought before the meeting in accordance with
the provisions of this Section 9, and if he should so determine,
he shall so declare to the meeting any such business not properly
brought before the meeting shall not be transacted.

          SECTION 10.    NOTICE OF SHAREHOLDER NOMINEES.  Only
persons who are nominated in accordance with the procedures set
forth in this Section 10 shall be eligible for election as
Directors.  Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of
shareholders by or at the direction of the Directors or by a
shareholder of the Corporation entitled to vote for the election
of Directors at the meeting who complies with the notice
procedures set forth in this Section 10.  Such nominations, other
than those made by or at the direction of the Board of Directors,
shall be made pursuant to timely notice in writing to the
Secretary of the Corporation.  To be timely, a shareholder's
notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 60 days' notice or
prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder must be so
received no later than the close of business on the 10th day
following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made.  Such shareholder
notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director,
(i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation
which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be

                              -6-<PAGE>
disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including,
without limitation, a copy of such person's written consent to
being named in any applicable proxy statement as a nominee and to
serving as a Director if elected); and (b) as to the shareholder
giving the notice, (i) the name and address, as they appear on
the Corporation's books, of such shareholder and (ii) the class
and number of shares of the Corporation which are beneficially
owned by each shareholder.  At the request of the Board of
Directors, any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary of the
Corporation that information required to be set forth in
shareholder's notice of nomination which pertains to the nominee. 
No person shall be eligible for election as a Director of the
Corporation, other than nomination made by or at the direction of
the Board of Directors, unless nominated in accordance with the
procedures set forth in this Section 10.  The Chairman of the
meeting shall, if the facts warrant, determine that a nomination
was not made in accordance with the procedure prescribed by this
Section 10, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded. 
Nothing in this Section 10 shall be construed to affect the
requirements for proxy statements of the Corporation under
Regulation 14A of the Securities Exchange Act of 1934.


                           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 the
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.

          SECTION 2.  NUMBER, ELECTION AND TERM.

          2.1.  NUMBER OF DIRECTORS.  The number of directors
which shall constitute the whole of Directors shall be ten (10). 
The number of directors may be increased or decreased from time
to time by amendment of these bylaws or by election by the
shareholders of a different number of directors when electing the
entire Board of Directors.

          2.2.  QUALIFICATIONS.  Directors shall be natural
persons who are 18 years of age or older, but need not be
residents of the State of Georgia nor shareholders of the
Corporation.


                              -7-<PAGE>
          2.3.  TERM OF OFFICE.  The terms of the directors shall
expire at the annual meeting of shareholders following their
election, or at their earlier resignation, removal from office or
death.  A decrease in the number of directors by amendment of
these bylaws shall not shorten an incumbent director's term.  A
director whose term has expired shall remain in office until his
successor is elected and qualified or until there is a decrease
in the number of directors.  A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in
office.  A director elected by the Board of Directors to fill a
vacancy created by reason of an increase in the number of
directors shall serve until the next election of directors by the
shareholders and until the election and qualification of his
successor.

          SECTION 3.  VACANCIES.  Except as otherwise provided in
the Articles of Incorporation, these bylaws, or applicable law, a
vacancy on the Board of Directors, including a vacancy resulting
from an increase in the number of directors, may be filled by the
shareholders, the Board of Directors, or the affirmative vote of
a majority of all the directors remaining in office, if the
directors remaining in office constitute fewer than a quorum of
the Board of Directors.

          SECTION 4.  MEETINGS AND NOTICE.

          4.1.  PLACE OF MEETINGS.  The Board of Directors may
hold regular or special meetings either within or without the
State of Georgia.

          4.2.  NOTICE OF MEETINGS.  Regular meetings of the
Board of Directors may be held without notice at such date, time
and place as are determined from time to time by the Board of
Directors.  Special meetings of the Board of Directors may be
called by the Chairman of the Board, if any, the President or any
two directors, on at least 24 hours oral, telegraphic, or written
notice of the date, time and place of the meeting.  Notice of a
meeting need not state the purpose of the meeting.

          4.3.  WAIVER OF NOTICE.  Notice of a meeting of the
Board of Directors need not be given to any director who signs a
waiver of notice either before or after the meeting.  Attendance
of a director at a meeting shall constitute a waiver of notice of
such meeting unless the director at the beginning of the meeting
or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

          SECTION 5.  QUORUM.  Except as otherwise provided by
law, the Articles of Incorporation, or these bylaws, a majority
of directors shall constitute a quorum for the transaction of
business.  If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of
the Board of Directors.  If a quorum is not present, or ceases to
be present, at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum is present.


                               -8-<PAGE>
          SECTION 6.  TELEPHONE CONFERENCE MEETING.  Directors
may participate in a meeting of the of Directors 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.

          SECTION 7.  ACTION WITHOUT MEETING.  Action required or
permitted to be taken at a meeting of the Board of Directors 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.  Action by consent has the effect of a meeting
vote and may be described as such in any document.

          SECTION 8.  EXECUTIVE COMMITTEE.  

          8.1.  CREATION.  The Board of Directors from time to
time may create an Executive Committee to consist of at least
three directors of the Corporation.  The Board of Directors may
designate one or more directors as alternate members of the
committee, who may replace any absent or disqualified member at
any meeting of the committee.  

          8.2.  AUTHORITY.  To the extent specified by the Board
of Directors, the Articles of Incorporation or these bylaws, an
Executive Committee may exercise the authority of the Board of
Directors, except that, unless otherwise permitted by law, an
Executive Committee may not:

          (1)  approve or propose to shareholders action that is
               required by Georgia law to be approved by
               shareholders;

          (2)  fill vacancies on the Board of Directors or on any
               of its committees;

          (3)  amend articles of incorporation pursuant to
               Section 14-2-1002 of the Georgia Business
               Corporation Code;

          (4)  adopt, amend or repeal bylaws; or

          (5)  approve a plan of merger not requiring shareholder
               approval.

          8.3.  MEETINGS, NOTICE, QUORUM AND VOTING.  Sections 4
through 7 of this Article II shall also apply to Executive
Committees and their members, unless otherwise provided by the
Articles of Incorporation, these bylaws or applicable law.


                               -9-<PAGE>
          SECTION 9.  OTHER COMMITTEES.  The Board of Directors
may from time to time create one or more other committees, in
addition to the Executive Committee, each consisting of two or
more of the directors of the Corporation.  Any such committee
shall have the powers and responsibilities provided in the
resolution of appointment, subject to the limitations on
authority specified in Section 8 above. 

          SECTION 10.  REMOVAL OF DIRECTORS.

          10.1.  REMOVAL RIGHT.  The shareholders may remove any
director, with or without cause, by a majority of the votes
entitled to be cast for the election of directors.

          10.2.  MEETING REQUIRED.  A director may be removed
only at a meeting called for the purpose of removing him and the
meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the director.

          10.3.  REPLACEMENT.  A vacancy resulting from the
removal of a director by the shareholders may be filled by the
shareholders at the same meeting at which the director was
removed or at any subsequent meeting of the shareholders, or, if
the shareholders do not fill the vacancy within 60 days after the
removal, by majority vote of the remaining directors.

          SECTION 11.  COMPENSATION OF DIRECTORS.  Directors
shall be entitled to such reasonable compensation for their
services as directors or as members of any committee of the Board
of Directors as shall be fixed from time to time by resolution
adopted by the Board of Directors, and shall also be entitled to
reimbursement for any reasonable expenses incurred in attending
any meeting of the Board of Directors or any such committee.


                            ARTICLE IV

                             OFFICERS

          SECTION 1.  NUMBER.  The principal officers of the
Corporation shall be chosen by the Board of Directors and shall
be a Chairman of the Board, a President, a Secretary and a Chief
Financial Officer.  The Board of Directors may also elect one or
more Vice Presidents to serve as principal officers of the
Corporation.  Any number of offices may be held by the same
person.

          SECTION 2.  COMPENSATION.  The salaries of all officers
and agents of the Corporation shall be fixed by the Board of
Directors or by a committee or officer acting with the authority
of the Board of Directors.

                               -10-<PAGE>
          SECTION 3.  TERM OF OFFICE.  Unless otherwise provided
by the Board of Directors, the principal officers shall be chosen
annually by the Board of Directors at the first meeting of the
Board of Directors following the annual meeting of shareholders,
or as soon thereafter as is conveniently possible.  Other
officers may be chosen from time to time.  Each officer shall
serve until his successor shall have been chosen and qualified,
or until his death, resignation or removal, and any failure to
choose officers annually shall not affect the validity of any
action taken by or the authority of an officer previously chosen
and qualified who has not resigned or been removed by the Board
of Directors.

          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 interest of the
Corporation will be served thereby.

          SECTION 5.  VACANCIES.  Any vacancy in an office
resulting from any cause may be filled by the Board of Directors.

          SECTION 6.  POWERS AND DUTIES.  Except as hereinafter
provided and subject to the control of the Board of Directors,
the officers shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of
Directors.

          (1)  CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall be the Chief Executive Officer of the Corporation, shall
preside at all meetings of the shareholders and the Board of
Directors, 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 and
shall have such powers and duties that generally pertain to the
office of Chief Executive Officer.  He may execute bonds,
mortgages and other contracts requiring a seal, under the seal of
the Corporation, except where required by law to be otherwise
signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to
some other officer or agent of the Corporation.

          (2)  PRESIDENT.  The President shall perform such
duties and has such powers as the Board of Directors may from
time to time prescribe.  If the Chairman of the Board is absent,
or if he refuses or is unable to act, the President shall perform
the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
Chairman of the Board.

          (3)  SECRETARY.  The Secretary shall attend all
meetings of the Board of Directors and of the shareholders, shall
have responsibility for the preparation of minutes of all
meetings of the Board of Directors and of the shareholders, and
shall keep, or cause to be kept, as permanent records of the
Corporation, in a book or books for that purpose, all minutes of
such meetings, all executed consents evidencing corporate actions
taken without a meeting, records of all actions taken by a

                               -11-<PAGE>
committee of the Board of Directors in place of the Board, and
waivers of notice of all meetings of the Board of Directors and
its committees.  He shall have responsibility for authenticating
records of the Corporation.  He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings
of the Board of Directors, and shall perform such other duties as
may be prescribed by the Board of Directors or the Chairman of
the Board, under whose supervision he shall be.  He shall have
charge of the corporate seal of the Corporation and shall be
authorized to use the seal of the Corporation on all documents
that are authorized to be executed on behalf of the Corporation
under its seal.

          (4)  CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer shall have the legal custody of the corporate funds and
securities and shall keep or cause to be kept full and accurate
accounts of receipts and disbursements and other appropriate
accounting records in books belonging to the Corporation and
shall deposit all funds and other valuable items in the name and
to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.  He shall render to the
Chairman of the Board and the Board of Directors, at its regular
meetings, or when the Chairman of the Board or the Board of
Directors so requires, an account of all his transactions as
Chief Financial Officer and of the financial condition of the
Corporation.  If required by the Board of Directors, he shall
give the Corporation a bond in such sum, or such conditions, 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.

          (5)  VICE PRESIDENT.  In the event that the Board of
Directors elects a Vice President as an executive officer of the
Corporation, such elected any Vice President may, if the
President is absent, or if he refuses or is unable to act,
perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the President.  A Vice President shall also perform such
other duties and have such other powers as the Board of Directors
may from time to time prescribe. 

          SECTION 7.  TITLES OF RECOGNITION. The Board of
Directors may, from time to time, give employees of the
Corporation who are not intended to be actual officers thereof
one or more of the titles of Senior Vice President, Vice
President, Assistant Vice President, Assistant Secretary,
Assistant Chief Financial Officer or other title, solely for the
purpose of recognizing such employees for their performance in
their respective jobs for public, civic and customer relations
and distinguishing them from other employees who do not hold such
titles.  Employees holding such titles shall hold the positions
signified thereby in name only, shall not be considered actual
officers of the Corporation and shall have no powers or duties
which are incident or pertain to any offices of the Corporation,
with the exception that any employee who holds the title of
Assistant Secretary may, in the absence of the Secretary of the
Corporation, perform the purely administrative task of attesting
the signature of any officer of the Corporation and affixing the
Corporation's seal to any instrument executed on behalf of the
Corporation or signing stock certificates in the Secretary's
absence or in the event of the Secretary's inability or refusal
to sign same.

                               -12-<PAGE>
          SECTION 8.  SECURITIES OF CORPORATION.  Any security
issued by any other corporation or entity and owned or controlled
by the Corporation may be voted, and all rights and powers
incident to the ownership of such securities, including without
limitation execution of any consent of shareholders or other
consents in respect thereof, may be exercised on behalf of the
Corporation by the Chairman of the Board, who may in his
discretion delegate any of the foregoing powers, by executing
proxies or otherwise.  The Board of Directors may from time to
time confer similar powers on any other officer of the
Corporation.

          SECTION 9.  CHECKS AND DRAFTS.  All checks, drafts and
similar items drawn on the Corporation's bank account shall be
signed by such officer or officers, or agent or agents, as the
Board of Directors determines from time to time.

                            ARTICLE V

                              SHARES

          SECTION 1.  FORM AND CONTENT OF CERTIFICATE.

          1.1.  FORM.  Every holder 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 in
accordance with applicable law. 

          1.2.  REQUIRED SIGNATURES.  Except as otherwise
provided by the Board of Directors from time to time, each share
certificate shall be signed by any two officers of the
Corporation, who may, but shall not be required to, seal the
certificate with the seal of the Corporation or a facsimile
thereof.

          SECTION 2.  LOST CERTIFICATES.  The Board of Directors
may direct that a new share certificate be issued 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 of that fact by the person claiming the certificate 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 advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum and on
such conditions as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the cer-
tificate alleged to have been lost, stolen or destroyed, and/or
satisfy any other reasonable requirements imposed by the Board of
Directors.

          SECTION 3.  TRANSFERS.  (1)  Transfers of 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 agent or registrar appointed as
provided in Section 5 of this Article V, and on surrender of the

                                -13-<PAGE>
certificate or certificates for such shares properly endorsed and
the payment of all taxes thereon.

          (2)  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 has express or
other notice thereof, except as otherwise provided by law.

          (3)  Shares of the Corporation may be transferred by
delivery of the certificates therefor, 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 may, at
its option, 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 is made upon the books of the Corporation as
herein provided.

          (4)  The Board of Directors may, from time to time,
make such additional rules and regulations as it deems 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 right of the Corporation with
respect to such matters under applicable law or any subscription
or other agreement.

          SECTION 4.  RECORD DATE.

          4.1.  FIXING OF RECORD DATE.  For the purpose of
determining the shareholders entitled to notice of a meeting of
shareholders, to demand a special meeting, to vote to take any
other action, to receive payment of any dividend or other
distribution or allotment of any rights, 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 before any meeting or action requiring a
determination of shareholders.

          4.2.  NO RECORD DATE FIXED.  If no record date is fixed
by the Board of Directors for the determination of shareholders
entitled to notice of and to vote at any meeting of shareholders,
the record date shall be at the close of business on the day
before the day on which the first notice thereof is given, or, if
notice is waived, at the close of business on the day before the
day on which the meeting is held.  If no record date is fixed by
the Board of Directors for determining shareholders entitled to
express consent to corporate action in writing without a meeting
when no prior action by the Board of Directors is required by
law, the record date shall be the first date on which a signed
written consent to such action shall have been delivered to the

                        -14-<PAGE>
Corporation in any manner permitted by law on behalf of all
shareholders.  If no record date is fixed for other purposes, the
record date shall be at the close of business on the day on which
the Board of Directors adopts the resolution or otherwise takes
formal action relating thereto.

          4.3.  ADJOURNMENT OF MEETING.  A determination of the
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date. 
The Board of Directors must fix a new record date if the meeting
is adjourned to a date more than 120 days after the date fixed
for the original meeting.

          SECTION 5.  TRANSFER AGENT AND REGISTRAR.  The Board of
Directors may appoint such transfer agents and/or registrars as
it shall determine, and may require all stock certificates to
bear the signature or signatures of any of them.


                            ARTICLE VI

                        GENERAL PROVISIONS

          SECTION 1.  DISTRIBUTIONS AND SHARE DIVIDENDS. 
Distributions upon the 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 meetings, pursuant to law. 
Distributions may be paid in cash or in property, subject to the
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 dividends such sum or sums as the
directors from time to time, in their absolute discretion, deem
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
directors deem conducive to the interest of the Corporation, and
the directors may modify or abolish any such reserve in the
manner in which it was created.

          Section 2.  Fiscal Year.  The fiscal year of this
Corporation shall be from May 1st to April 30th of each year.

          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 or affixed or reproduced or otherwise.  If it is
inconvenient to use such a seal at any time, the signature or
name of the Corporation followed by or used in conjunction with
the word "Seal" or the words "Corporate Seal" or words of similar
import shall be deemed the seal of the Corporation.


                               -15-<PAGE>
          Section 4.  Annual Statements.

          4.1.  Required statements.  Not later than four months
after the close of each fiscal year, and in any case prior to the
next annual meeting of shareholders, the Corporation shall
prepare the following financial statements:

          (1)   a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of such
fiscal year; and

          (2)   an income statement showing the results of
operations during such fiscal year.

          4.2.  Principles used; other information.  If financial
statements are prepared by the Corporation on the basis of
generally accepted accounting principles, the annual financial
statements must also be prepared, and must disclose that they are
so prepared, on that basis.  If otherwise prepared, they must so
disclose and must be prepared on the same basis as other reports
or statements prepared by the Corporation for the use of others. 
If the statements are reported upon by a public accountant, his
report must accompany them.  If not, the statements shall be
accompanied by a statement of the person responsible for the
Corporation's accounting records:

          (1)   stating his reasonable belief whether the
statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis of
preparation; and

          (2)   describing any respects in which the statements
were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.

          4.3.  Requests for financial statements.  Upon written
request, the Corporation promptly shall mail to any shareholder
of record a copy of the most recent annual balance sheet and
income statement.  If prepared for other purposes, the
Corporation shall also furnish upon written request a statement
of changes in shareholders' equity for the most recent fiscal
year.

          Section 5.  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 the corporate
records as and to the extent provided by the Code; provided,
however, that only shareholders owning more than two percent (2%)
of the outstanding shares of any class of capital stock shall be
entitled to inspect (1) the minutes from any board, board
committee or shareholders meeting (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.

                               -16-

<PAGE>
                           ARTICLE VII

   INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

          Section 1.  Authority to Indemnify.  Every person who
is or was an officer, director, employee or agent of the
Corporation may in accordance with Section 3 of this Article VII
be indemnified for any liability and expense that may be incurred
by him in connection with or resulting from any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or
informal, or, in connection with any appeal relating thereto, in
which he may have become involved, as a party, prospective party
or otherwise, by reason of his being an officer, director,
employee or agent of the Corporation, if he conducted himself in
good faith and reasonably believed in the case of conduct in his
official capacity, that such conduct was in the best interest of
the Corporation, and in all other cases, that such conduct was at
least not opposed to the best interests of the Corporation and,
in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.  As used in this
Article VII, the terms "expense," "liability," "official
capacity," "party" and "proceeding" have the meanings provided by
Section 14-2-850 of the Georgia Business Corporation Code.

          Notwithstanding the foregoing, the Corporation shall
not indemnify an officer, director, employee or agent: 

          (1)  in connection with a proceeding by or in the right
of the Corporation, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the
officer, director, employee or agent has not met the standards of
conduct as described in this Section 1 above, or 

          (2)  in connection with any other proceeding for which
he was adjudged liable on the basis that a personal benefit was
improperly received by him, whether or not involving action in
his official capacity.

          Section 2.  Mandatory Indemnification.  Every officer,
director, employee or agent who has been wholly successful, on
the merits or otherwise, in defense of any proceeding to which he
was a party, or in defense of any claim, issue or matter therein,
because he is or was an officer, director, employee or agent of
the Corporation, must be indemnified by the Corporation against
reasonable expenses incurred by him in connection therewith.

                               -17-<PAGE>
          Section 3.  Determination and Authorization of
Indemnification.  Except as provided in Section 2 of this Article
VII, any indemnification under Section 1 of this Article VII
shall not be made unless a determination has been made for each
proceeding that indemnification is permissible under the
circumstances because the officer, director, employee or agent
has met the standard of conduct set forth in Section 1 of this
Article VII.  Such determination that indemnification is
permissible shall be made: 

          (a)  if there are two or more disinterested directors,
by the Board of Directors by a majority vote of all disinterested
directors (a majority of whom for such purpose constitute a
quorum), or, by a majority of the members of a committee of two
or more disinterested directors appointed by such vote;

          (b)  by special legal counsel selected (i) by the Board
of Directors or its committee in the manner prescribed in
Subsection (a) of this Section above if there are two or more
disinterested directors, or (ii) by the Board of Directors (in
which selection directors who are parties to the proceeding may
participate) if there are fewer than two disinterested directors;
or

          (c)  by the shareholders, but shares owned by or voted
under the control of directors who are parties to the proceeding
may not be voted on the determination.

          Authorization of indemnification or an obligation to
indemnify, and evaluation of reasonableness of expenses, must be
made in the same manner as the determination that indemnification
is permissible, except that if there are less than two
disinterested directors, or if the determination that
indemnification is permissible is made by special legal counsel,
authorization of indemnification and evaluation of reasonableness
of expenses must be made by the Board (in which processes
directors who are not disinterested directors may participate).

          Section 4.  Advance for Expenses.  Expenses incurred
with respect to any claim, action, suit or proceeding of the
character described in Section 1 of this Article VII may be
advanced by the Corporation prior to the time of the disposition
thereof upon the receipt of written affirmation from the officer,
director, employee or agent of his good faith belief that he has
met the standard of conduct set forth in Section 1 of this
Article VII or that the proceeding involves conduct for which
liability has been eliminated in the Articles of Incorporation in
accordance with applicable law, and the officer, director,
employee or agent furnishes the Corporation a written undertaking
to repay any funds advanced if it is ultimately determined that
the director is not entitled to indemnification under Section 1
of this Article VII.  The determination that an advance for
expenses is permissible shall be made: 

                              -18-<PAGE>
          (1)  if there are two or more disinterested directors,
then by the Board by a majority vote of all disinterested
directors (a majority of whom for such purpose shall constitute
quorum); 

          (2)       if there are fewer than two disinterested
directors, then by the Board (in which selection directors who
are not disinterested directors may participate); or

          (3)  by the shareholders, but shares owned or voted
under the control of a disinterested director may not be voted on
the authorization.


                           ARTICLE VIII

                            AMENDMENTS

          Except as provided below, the Board of Directors or
shareholders may amend or repeal the Corporation's bylaws or
adopt new bylaws.  The Board of Directors may amend or repeal the
Corporation's bylaws or adopt new bylaws unless the shareholders
in amending or repealing a particular bylaw provision provide
expressly that the Board of Directors may not amend or repeal
that provision.  A bylaw provision limiting the authority of the
Board of Directors or establishing staggered terms for directors
may be adopted, amended or repealed only by the shareholders.  A
bylaw provision which sets a supermajority quorum or voting
requirement for the shareholders may be adopted only by the
shareholders and may not be adopted, amended or repealed by the
Board of Directors, except as provided in Georgia Business
Corporation Code Section 14-2-1113 or Section 14-2-1133.




                             -19-