<PAGE>
 
                                  EXHIBIT 3.2
<PAGE>
 
                                    BYLAWS
                                      OF
                             CFS BANCSHARES, INC.


                                  ARTICLE 1.

                               PRINCIPAL OFFICE

     The principal office of CFS Bancshares, Inc. (herein the "Corporation")
shall be at 1700 Third Avenue North, Birmingham, Alabama  35203.

                                  ARTICLE 2.

                                 STOCKHOLDERS

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

     SECTION 2.  Annual Meeting.  A meeting of the stockholders of the
                 --------------                                       
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held on a date and at the time set by the
Board of Directors during the month of January each year.

     SECTION 3.  Special Meetings.  Special meetings of the stockholders for any
                 ----------------                                               
purpose or purposes may be called at any time by the majority of the board of
directors, the chairman of the board or by the president in accordance with the
provisions of the Corporation's Certificate of Incorporation or a special
meeting may be called by the secretary of the Corporation upon the written
request of the holders of not less than 10% of all votes entitled to be cast at
the meeting.  Such written request shall state the purpose or purposes of the
meeting and the matters proposed to be acted on at the meeting as provided in
the Corporation's Certificate of Incorporation and shall be delivered at the
home office of the Corporation addressed to the chairman of the board, the
president or the secretary.  The secretary shall inform the stockholders who
make the request of the reasonably estimated cost of preparing and mailing a
notice of the meeting and, upon payment of these costs to the Corporation, the
secretary shall then notify each stockholder entitled to notice of the meeting.

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

     SECTION 5.  Notice of Meeting.  Written notice stating the place, day and
                 -----------------                                            
hour of the meeting and the purpose or purposes for which the meeting is called
shall be mailed by the secretary or the officer performing his duties, not less
than 20 days nor more than 50 days before the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books or records
of the Corporation as of the record date prescribed in Section 6 of this Article
II, with postage thereon prepaid.  A similar notice shall also be posted in a
conspicuous place on each of the offices of the Corporation during the 20 days
immediately preceding the date of the annual or special meeting.  If a
stockholder be present at a meeting, or in writing waive notice thereof before
or after the meeting, notice of the meeting to such stockholder shall be
unnecessary.  When any stockholders' meeting, either annual or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.  It shall not be necessary to give any
notice of the time and place of any meeting adjourned for less than 30 days or
of the business to be transacted at such adjourned meeting, other than an
announcement at the meeting at which such adjournment is taken.
<PAGE>
 
     SECTION 6.  Fixing of Record Date.  For the purpose of determining
                 ---------------------                                 
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than 60 days, and in case of a meeting of stockholders, not less than
20 days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken.  When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

     SECTION 7.  Quorum.  A majority of the outstanding shares of the
                 ------                                              
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

     SECTION 8.  Proxies.  At all meetings of stockholders, a stockholder may
                 -------                                                     
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact.  Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors.  No proxy shall be valid
after eleven months from the date of its execution except for a proxy coupled
with an interest.

     SECTION 9.  Voting.  At each election for directors every stockholder
                 ------                                                   
entitled to vote at such election shall be entitled to one vote for each share
of stock held by him.  Unless otherwise provided in the Certificate of
Incorporation, by statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter.

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

     SECTION 11. Voting of Shares by Certain Holders.  Shares standing in the
                 -----------------------------------                         
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name.  Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.  Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority to do so is contained in an appropriate order of the court
or other public authority by which such receiver was appointed.

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

     Shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
Corporation, may not be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
<PAGE>
 
     SECTION 12.  Inspectors of Election.  In advance of any meeting of
                  ----------------------                               
stockholders, the board of directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof.  The number of inspectors shall be either one or three.  If
the board of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting.  If inspectors of election are
not so appointed, the chairman of the board or the president may make such
appointment at the meeting.  In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment by
the board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.

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

     SECTION 13.  Nominating Committee.  The board of directors shall act as a
                  --------------------                                        
nominating committee for selecting the management nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Upon delivery such nominations shall be posted on a
conspicuous place at each office of the Corporation.  Provided such committee
makes such nominations, no nominations for directors except those made by the
nominating committee shall be voted upon at the annual meeting unless other
nominations by stockholders are made in writing and delivered to the secretary
of the Corporation in accordance with the provisions of the Corporation's
Certificate of Incorporation.  Ballots bearing the names of all the persons
properly nominated by the nominating committee and by stockholders shall be
provided for use at the annual meeting.

     SECTION 14.  New Business.  Any new business to be taken up at the annual
                  ------------                                                
meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation at least thirty days before the date of the annual meeting.
This provision shall not prevent the consideration and approval or disapproval
at the annual meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon at such annual
meeting unless stated and filed as provided in the Corporation's Certificate of
Incorporation.

     SECTION 15.  Voting List.  At least 20 days before each meeting of the
                  -----------                                              
stockholders, the officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each.  This list of
stockholders shall be kept on file at the home office of the Corporation and
shall be subject to inspection by any stockholder at any time during usual
business hours for a period of 20 days prior to such meeting.  Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any stockholder during the entire time of the meeting.
The original stock transfer book shall constitute prima facie evidence of the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders.

     SECTION 16.  Informal Action by Stockholders. Any action required to be
                  -------------------------------                           
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of stockholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
stockholders entitled to vote with respect to the subject matter.
<PAGE>
 
                                  ARTICLE  3.

                              BOARD OF DIRECTORS

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

     SECTION 2.  Number, Term and Election.  The board of directors shall
                 -------------------------                               
initially consist of four (4) members and thereafter shall consist of such
number of members as determined by the board of directors from time to time in
accordance with the provisions of the Corporation's Certificate of
Incorporation.  The board of directors shall be divided into three classes as
nearly equal in number as possible. The members of each class shall be elected
for a term of three years and until their successors are elected or qualified.
The board of directors shall be classified in accordance with the provisions of
the Corporation's Certificate of Incorporation.

     SECTION 3.  Regular Meetings.  A regular meeting of the board of directors
                 ----------------                                              
shall be held without other notice than this Bylaw immediately after, and at the
same place as,  the annual meeting of stockholders.  The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.

     SECTION 4.  Special Meetings.  Special meetings of the board of directors
                 ----------------                                             
may be called by or at the request of the chairman of the board, the president,
or one third of the directors.  The persons authorized to call special meetings
of the board of directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.

     Members of the board of directors may participate in special meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other.  Such participation
shall constitute presence in person but shall not constitute presence for the
purpose of compensation pursuant to Section 12 of this Article.

     SECTION 5.  Notice.  Written notice of any special meeting shall be given
                 ------                                                       
to each director at least two days previous thereto delivered personally or by
telegram or at least five days previous thereto delivered by mail at the address
at which the director is most likely to be reached.  Such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage thereon prepaid if mailed or when delivered to the telegraph company if
sent by telegram.  Any director may waive notice of any meeting by a writing
filed with the secretary.  The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

     SECTION 6.  Quorum.  A majority of the number of directors fixed by Section
                 ------                                                         
2 of this Article III shall constitute a quorum for the transaction of business
at any meeting of the board of directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time.  Notice of any adjourned meeting shall be given in
the same manner as prescribed by Section 5 of this Article III.

     SECTION 7.  Manner of Acting.  The act of the majority of the directors
                 ----------------                                           
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by these Bylaws, the
Corporation's Certificate of Incorporation, or Laws of the State of Delaware.

     SECTION 8.  Action Without a Meeting.  Any action required or permitted to
                 ------------------------                                      
be taken by the board of directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.
<PAGE>
 
     SECTION 9.   Resignation.  Any director may resign at any time by sending a
                  -----------                                                   
written notice of such resignation to the home office of the Corporation
addressed to the chairman of the board or the president.  Unless otherwise
specified herein such resignation shall take effect upon receipt thereof by the
chairman of the board or the president. More than three consecutive absences
from regular meetings of the board of directors, unless excused by resolution of
the board of directors, shall automatically constitute a resignation, effective
when such resignation is accepted by the board of directors.

     SECTION 10.  Vacancies.  Any vacancy occurring in the board of directors
                  ---------                                                  
shall be filled in accordance with the provisions of the Corporation's
Certificate of Incorporation.  The term of such director shall be in accordance
with the provisions of the Corporation's Certificate of Incorporation.

     SECTION 11.  Removal of Directors.  Any director or the entire board of
                  --------------------                                      
directors may be removed only in accordance with the provisions of the
Corporation's Certificate of Incorporation.

     SECTION 12.  Compensation.  Directors, as such, may receive a stated salary
                  ------------                                                  
for their services.  By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine.  Nothing herein shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
remuneration therefor.

     SECTION 13.  Presumption of Assent.  A director of the Corporation who is
                  ---------------------                                       
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent or abstention shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action.

     SECTION 14.  Qualifications.   Each director shall at all times be the
                  --------------                                           
beneficial owner of not less than one hundred shares of capital stock of the
Corporation unless the Corporation is a wholly owned subsidiary of a holding
company.

     SECTION 15.  Age Limitation.  No person shall be eligible for election,
                  --------------                                            
reelection, appointment or reappointment to the board of directors who is more
than 74 years of age and no person shall continue to serve as a director beyond
the annual meeting of the association immediately following the attainment of
age 75; provided, however, that the foregoing age limitation shall not be
applicable to any director who has reached age 75 prior to the effectiveness of
this age limitation provision.  The office of director emeritus may be
established by the board of directors, but no emeritus director shall be
authorized to vote or be counted in determining a quorum or be subject to the
age limitations herein set forth.

                                  ARTICLE 4.

                     COMMITTEES OF THE BOARD OF DIRECTORS

     SECTION 1.   Appointment.  The board of directors, by resolution adopted by
                  -----------                                                   
a majority of the full board, may designate the chief executive officer and two
or more of the other directors to constitute an executive committee.  The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.

     SECTION 2.   Authority.  The executive committee, when the board of
                  ---------                                             
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to:  the declaration of dividends; the amendment of the
charter
<PAGE>
 
or bylaws of the Corporation, or recommending to the stockholders a plan of
merger, consolidation, or conversion; the sale, lease, or other disposition of
all or substantially all of the property and assets of the Corporation otherwise
than in the usual and regular course of its business; a voluntary dissolution of
the Corporation; a revocation of any of the foregoing; or the approval of a
transaction in which any member of the executive committee, directly or
indirectly, has any material beneficial interest.

     SECTION 3.  Tenure.  Subject to the provisions of Section 8 of this Article
                 ------                                                         
IV, each member of the executive committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.

     SECTION 4.  Meetings.  Regular meetings of the executive committee may be
                 ---------                                                     
held without notice at such times and places as the executive committee may fix
from time to time by resolution.  Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in person.
The notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.

     SECTION 5.  Quorum.  A majority of the members of the executive committee
                 ------                                                       
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

     SECTION 6.  Action Without a Meeting.  Any action required or permitted to
                 ------------------------                                      
be taken by the executive committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the executive committee.

     SECTION 7.  Vacancies.  Any vacancy in the executive committee may be
                 ---------                                                
filled by a resolution adopted by a majority of the full board of directors.

     SECTION 8.  Resignations and Removal.  Any member of the executive
                 ------------------------                              
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors.  Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the savings association.  Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9.  Procedure.  The executive committee shall elect a presiding
                 ---------                                                  
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws.  It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

     SECTION 10. Other Committees.  The board of directors may by resolution
                 ----------------                                           
establish an audit, loan, or other committee composed of directors as it may
determine to be necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the duties, constitution, and procedures thereof.


                                  ARTICLE 5.

                                   OFFICERS

     SECTION 1.  Positions.  The officers of the Corporation shall be a
                 ---------                                             
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors.  The board of directors may (if
appropriate) also designate the chairman of the board as an officer.  The
president, who shall be a director, shall be the chief executive officer, unless
the board of directors designates the chairman of the board.  The offices of the
secretary and treasurer may be held by the same person and a vice president may
also be either the secretary or the treasurer.  The
<PAGE>
 
board of directors may designate one or more vice presidents as executive vice
president or senior vice president.  The board of directors may also elect or
authorize the appointment of such other officers as the business of the
Corporation may require.  The officers shall have such authority and perform
such duties as the board of directors may from time to time authorize or
determine.  In the absence of action by the board of directors, the officers
shall have such powers and duties as generally pertain to their respective
offices.

     SECTION 2.  Election and Term of Office.  The officers of the Corporation
                 ---------------------------                                  
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.  Election
or appointment of an officer, employee or agent shall not of itself create
contract rights.  The board of directors may authorize the Corporation to enter
into an employment contract with any officer in accordance with state law; but
no such contract shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

     SECTION 3.  Removal.  Any officer may be removed by vote of a majority of
                 -------                                                      
the board of directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4.  Vacancies.  A vacancy in any office because of death,
                 ---------                                            
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  Remuneration.  The remuneration of the officers shall be fixed
                 ------------                                                  
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

                                  ARTICLE 6.

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

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

     SECTION 3.  Checks, Drafts, Etc.  All checks, drafts or other orders for
                 -------------------                                         
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner as shall from time to time be
determined by resolution of the board of directors.

     SECTION 4.  Deposits.  All funds of the Corporation not otherwise employed
                 --------                                                      
shall be deposited from time to time to the credit of the Corporation in any of
its duly authorized depositories as the board of directors may select.
<PAGE>
 
                                  ARTICLE 7.

                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.  Certificates for Shares.  Certificates representing shares of
                 -----------------------                                      
capital stock of the Corporation shall be in such form as shall be determined by
the board of directors and approved as required under applicable regulations.
Such certificates shall be signed by the chief executive officer or by any other
officer of the Corporation authorized by the board of directors, attested by the
secretary or an assistant secretary, and sealed with the corporate seal or a
facsimile thereof.  The signatures of such officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the savings association itself or one of its
employees.  Each certificate for shares of capital stock shall be consecutively
numbered or otherwise identified.  The name and address of the person to whom
the shares are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation.  All certificates
surrendered to the savings association for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares has been surrendered and canceled, except that in the case of a lost or
destroyed certificate, a new certificate may be issued upon such terms and
indemnity to the savings association as the board of directors may prescribe.

     SECTION 2.  Transfer of Shares.  Transfer of shares of capital stock of the
                 ------------------                                             
Corporation shall be made only on its stock transfer books.  Authority for such
transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Corporation.  Such transfer shall be made only on surrender for cancellation of
the certificate for such shares.  The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the savings
association to be the owner for all purposes.


                                  ARTICLE 8.

                           FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the 30th day of September
of each year.  The Corporation shall be subject to an annual audit as of the end
of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.   The appointment of such accountants
shall be subject to annual ratification by the stockholders.


                                  ARTICLE 9.

                                   DIVIDENDS

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


                                  ARTICLE 10.

                                CORPORATE SEAL

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


                                  ARTICLE 11.

                                  AMENDMENTS

     These bylaws may be amended in a manner consistent with applicable
regulations at any time by a two-thirds vote of the full board of directors or
by a majority vote of the votes eligible to be cast by the stockholders of the
savings association at any legal meeting.