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                                                                     EXHIBIT 3.2







                                  EXHIBIT 3.2


         RESTATED BYLAWS, AS AMENDED AND RESTATED ON DECEMBER 11, 1996




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                                   BYLAWS OF

                        AMERICAN BUSINESS PRODUCTS, INC.

                (As amended on January 28, 1970; April 28, 1971;
              November 10, 1972; July 25, 1973; December 3, 1980;
               July 30, 1985; February 12, 1986; April 29, 1987;
            December 7, 1988; July 25, 1990; restated July 25, 1990;
                    amended and restated April 24, 1996; and
                    amended and restated December 11, 1996)


                                   ARTICLE I
                                 CAPITAL STOCK

Section 1.  Stock Certificates.  The capital stock of the company shall be
evidenced by certificates bearing the signatures or facsimiles thereof of the
Chief Executive Officer and the Secretary and countersigned by the Registrar
and Transfer Agent, if any.  The stock shall be transferable only on the books
of the company by assignment properly signed by the stockholder of record.  The
company may refuse any requested transfer until furnished evidence satisfactory
to it that such requested transfer is proper.  The company may deem and treat
the registered holder of any stock as the absolute owner thereof for all
purposes and shall not be required to take any notice of any right or claim of
right of any other person.

Section 2.  Record Date.  The Board of Directors may fix a date (the "record
date") not exceeding seventy (70) days prior to the date appointed for any
meeting of the stockholders, or prior to the date fixed for the payment of any
dividend, or for the delivery of any evidences of rights, or other distribution
allowed by law, as the record date for the determination of the stockholders
entitled to participate in the aforesaid.  Only stockholders of record on the
record date shall be entitled to notice of or to participate in the aforesaid.

Section 3.  Inspection of Records.  The record of stockholders, accounting
records and written proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors shall be open for inspection and copying
during regular business hours at the company's principal office by a
stockholder owning not less than two percent (2%) of the outstanding shares of
the company upon at least five (5) days written notice of his demand to inspect
and copy.  The right of inspection by a stockholder may be granted only if his
demand is made in good faith and for a proper purpose that is reasonably
relevant to his legitimate interest as a stockholder, he describes with
reasonable particularity his purpose and the records he desires to inspect, the
records are directly connected with his purpose and are to be used only for the
stated purpose.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1.  Annual Meeting of Stockholders.  The annual meeting of the
stockholders shall be


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held on the last Wednesday in April in each year at 2:00 P.M. at the company's
executive offices in Atlanta, Georgia, unless a different time and place shall
be designated by the Board of Directors, for the purpose of electing Directors
and for the transaction of only such other business as is properly brought
before the meeting in accordance with these bylaws.  Notice of such meeting
stating the time and place thereof shall be given by the Secretary not less
than ten days nor more than fifty days before the time for such meeting by
depositing such notice in the post office with postage prepaid and directed to
each stockholder at his last known residence or at such other address as any
stockholder may have designated in writing.

To be properly brought before the meeting, business must be either (a)
specified in the notice of the 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 stockholder.  In addition to
any other applicable requirements, for business to be properly brought before
an annual meeting by a stockholder, the stockholder must have satisfied all of
the conditions set forth in Securities and Exchange Commission Rule 14a-8,
including particularly the requirement that the stockholder give timely written
notice of his proposal to the company.  To be timely, a stockholder's notice
must be delivered to or mailed and received by the Secretary of the company at
the executive offices of the company within the time period specified in Rule
14a-8(a)(3)(i), and such notice to the Secretary shall set forth, as to each
matter the stockholder proposes to bring before the annual meeting, the
information required by said Rule 14a-8.  Notwithstanding anything in the
bylaws to the contrary, no business shall be conducted at the annual meeting
except in accordance with the procedures and conditions set forth in this
Article II, Section 1 and said Rule 14a-8; provided, however, that nothing in
this Article II, Section 1 or said Rule 14a-8 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the
annual meeting.  The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Article II,
Section 1, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.

Section 2.  Special Meetings of Stockholders.  Special meetings of the
stockholders may be called at any time by the Board of Directors, the Chief
Executive Officer, or the holders of not less than 50% of the shares then
outstanding and entitled to vote.  Meetings may be held either within or
without the State of Georgia as designated by the Board of Directors.  Notice
of special meetings of the stockholders, setting out the time, place and
purpose of the meeting, shall be mailed to each stockholder at his address
shown on the books of the company, not less than ten days nor more than sixty
days before such meeting, unless such stockholder waives notice of the meeting.
No business may be transacted at any special meeting of stockholders except
such business as is set forth in the notice of the special meeting.

Section 3.  Quorum.  The presence, in person or by proxy, of a majority of the
shares entitled to vote at a meeting shall constitute a quorum for the
transaction of business.  Except as otherwise required by law or the articles
of incorporation of the company or these bylaws, the acts of a majority of the
stockholders present at a meeting at which a quorum is present shall be the
acts of the stockholders.





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Section 4.  Waiver of Notice.  Any stockholder present at a meeting in person,
or by proxy, shall be deemed to have waived notice thereof.

Section 5.  Proxies.  Any stockholder may vote his shares in person or by proxy
by executing a writing which authorizes another person or persons to vote or
otherwise act on the stockholder's behalf.  Execution may be accomplished by
means of facsimile telecommunication, either personally or by an
attorney-in-fact of an individual stockholder or by an authorized officer,
director, employee or agent in the case of any other stockholder.  A
stockholder may authorize another person or persons to act for him as proxy by
transmitting or authorizing the transmission of a telegram, cablegram or other
means of electronic or telecommunication transmission acceptable to the company
to the person who will be the holder of the proxy.

                                  ARTICLE III
                               BOARD OF DIRECTORS

Section 1.  General Powers.  The business of the company shall be managed by a
Board of Directors consisting of not less than three nor more than fifteen
persons.  Hereafter, within the limits above specified, the number of Directors
shall be determined only by the Board of Directors.

Section 2.  Nomination of Directors.  Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
Directors.  Nominations of persons for election to the Board of Directors of
the company at the annual meeting may be made at a meeting of stockholders, by
or at the direction of the Board of Directors, by any nominating committee or
person appointed by the Board of Directors, or by any stockholder of the
company entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Article III, Section 2.
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 company.  To be timely, a stockholder's notice shall be delivered to or
mailed and received at the executive offices of the company within the time
period specified in Securities and Exchange Commission Rule 14a-8(a)(3)(i).
Such stockholder's notice to the Secretary shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or re-election as
a Director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the company which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of Directors pursuant to Securities and Exchange Commission Regulation
14A; and (b) as to the stockholder giving the notice, (i) the name and address
of the stockholder and (ii) the class and number of shares of capital stock of
the company which are beneficially owned by the stockholder.  The company may
require any proposed nominee to furnish such other information as may
reasonably be required by the company to determine the eligibility of such
proposed nominee to serve as Director of the company.  No person shall be
eligible for election as a Director of the company unless nominated in
accordance with the procedures set forth herein.  The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded,


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Section 3.  Qualification of Directors.   Directors shall be natural persons
who have attained the age of 18 years but need not be residents of the State of
Georgia or stockholders of the company.

Section 4.  Regular Meetings.  Regular meetings of the Board of Directors shall
be held at such places within or without the State of Georgia and at such times
as the Board of Directors by vote may from time to time determine and if so
determined, no notice thereof need be given.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may
be called by a Director or officer of the company.  Said meetings shall be held
at the place designated in the notice of such meeting.  Notice of such special
meeting shall be given to each Director at least two (2) days before such
meeting.  Such notice may be given personally or by telephone, mail, telegram,
telex, facsimile transmission or any other means.  Notice given by mail shall
be addressed to a Director at his last known principal place of business or
residence, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors given by telegram, telex or facsimile transmission shall be
deemed to be delivered when the telegram is delivered to the telegraph company,
or when the telex or facsimile transmission is transmitted to the Director.
Written notice delivered by any other means shall be deemed delivered when
received at or delivered to the Director's last known principal place of
business or residence.

Section 6.  Quorum and Voting.  At all meetings of the Board of Directors or a
committee thereof, one-half of the number of Directors shall be necessary to
constitute a quorum to transact business.   The affirmative vote of a majority
of the Directors present at any meeting at which there is a quorum at the time
of such act shall be the act of the Board or of the committee, except as might
be otherwise specifically provided by statute or by the articles of
incorporation or bylaws.

Section 7.  Waiver of Notice.  Whenever any notice is required to be given
under provisions of the articles of incorporation or these bylaws or by law, a
waiver thereof, signed by the Director entitled to notice and delivered to the
company for inclusion in the minutes or filing with the corporate records,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting and of all objections to the place or time of the
meeting or the manner in which it has been called or convened, except when the
Director attends a meeting for the express purpose of stating, at the beginning
of the meeting, any such objection and does not thereafter vote for or assent
to action taken at the meeting.  Neither the business to be transacted at nor
the purpose of any regular or special meeting of the Directors need be
specified in any written waiver of notice.

Section 8.  Committees.  The Board of Directors may, by resolution, designate
from among its members one or more committees, each committee to consist of one
or more directors, except that committees appointed to take action with respect
to indemnification of directors, directors' conflicting interest transactions
or derivative proceedings shall consist of two or more directors qualified to
serve pursuant to the Georgia Business Corporation Code (the "Code").  Any such
committee, to the extent specified by the board of directors, articles of
incorporation or bylaws, shall have and may exercise all of the authority of the
Board of Directors in the management of


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the business and affairs of the company, except that it may not (1) approve or
propose to stockholders action that the Code requires to be approved by
stockholders, (2) fill vacancies on the Board of Directors or any of its
committees, (3) amend the articles of incorporation, (4) adopt, amend, or repeal
bylaws or (5) approve a plan of merger not requiring stockholder approval.

Section 9.  Action Without Meeting.  Unless the articles of incorporation or
bylaws provide otherwise, any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if the action is taken by all members of the Board or committee, as
the case may be.  The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and filed with the
minutes of the proceedings of the Board or committee or filed with the
corporate records.

Section 10.  Remote Participation in a Meeting.  Unless otherwise restricted by
the articles of incorporation or the bylaws, any meeting of the Board of
Directors may be conducted by the use of any means of communication by which
all directors participating may simultaneously hear each other during the
meeting.  A director participating in a meeting by this means is deemed to be
present in person at the meeting.

Section 11.  Compensation of Directors.  The Board of Directors may fix the
compensation of the directors for their services as directors.  No provision of
these bylaws shall be construed to preclude any director from serving the
company in any other capacity and receiving compensation therefor.


                                   ARTICLE IV
                                    OFFICERS

Section 1.  Appointment of Officers.  The officers of the company may include a
Chairman of the Board, Chief Executive Officer, Chief Operating Officer,
President, a Secretary, a Chief Financial Officer (whose title shall be
designated by the Board) and such other officers and assistant officers as may
be elected or appointed by the Board of Directors or the Chief Executive
Officer.   The same individual simultaneously may hold more than one office.

Section 2.  Powers and Duties.  Each officer has the authority and shall
perform the duties set forth below or, to the extent consistent with these
bylaws, the duties prescribed by the Board of Directors or by direction of the
Chief Executive Officer authorized to prescribe the duties of other officers.

     (a)  Chairman of the Board.  The Chairman of the Board shall be chosen
from among the directors of the company and shall preside at all meetings of
the stockholders and the Board of Directors.  The Chairman of the Board shall
have the usual powers and duties incident to the position of Chairman of the
Board of Directors of a company and such other powers and duties as from time
to time may be assigned by the Board of Directors.

     (b)  Chief Executive Officer.  The Chief Executive Officer of the company
shall be


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responsible for the administration of the company, including general
supervision of the policies of the company and general and active management of
the financial affairs of the company.  The Chief Executive Officer shall have
the power to make and execute contracts on behalf of the company and to
delegate such power to others.  The Chief Executive Officer also shall have
such powers and perform such duties as are specifically imposed on him by law
and as may be assigned to him by the Board of Directors.

     (c)  President.  The President shall perform such duties as a President
customarily performs and shall perform such other duties and shall exercise
such other powers as the Chief Executive Officer or the Board of Directors may
from time to time designate.  The President, in the absence or disability or at
the direction of the Chief Executive Officer, shall perform the duties and
exercise the powers of the Chief Executive Officer.

     (d)  Chief Operating Officer.  The Chief Operating Officer shall perform
such duties as a Chief Operating Officer customarily performs and shall perform
such other duties and shall exercise such other powers as the Chief Executive
Officer or the Board of Directors may from time to time designate.  The Chief
Operating Officer, in the absence or disability or at the direction of the
President, shall perform the duties and exercise the powers of the President.

     (e)  Vice Presidents.  The Vice Presidents, if any, shall perform such
duties as Vice Presidents customarily perform and shall perform such other
duties and shall exercise such other powers as the Chief Executive Officer or
the Board of Directors may from time to time designate.  The Vice President, in
the absence or disability or at the direction of the President, shall perform
the duties and exercise the powers of the President. If the company has more
than one Vice President, the one designated by the Board of Directors shall act
in lieu of the President, or, in the absence of any such designation, then the
Vice President first elected shall act in lieu of the President.  In the
absence of a Secretary or an Assistant Secretary, the Vice President shall
perform the Secretary's duties.

     (f)  Secretary.  The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors, as requested, and
shall record all votes and minutes of all proceedings in books to be kept for
that purpose, and shall perform like duties for the standing committees when
required.  The Secretary shall have custody of the corporate seal of the
company, shall have the authority to affix the same to any instrument the
execution of which on behalf of the company under its seal is duly authorized
and shall attest to the same by his signature whenever required.  The Board of
Directors may give general authority to any other officer to affix the seal of
the company and to attest to the same by his signature.  The Secretary shall
give, or cause to be given, any notice required to be given of any meetings of
the stockholders, the Board of Directors and of the standing committees when
required.  The Secretary shall cause to be kept such books and records as the
Board of Directors, the Chairman of the Board, the Chief Executive Officer or
the President may require and shall cause to be prepared, recorded,
transferred, issued, sealed and canceled certificates of stock as required by
the transactions of the company and its stockholders.  The Secretary shall
attend to such correspondence and shall perform such other duties as may be
incident to the office of a Secretary of a company or as may be assigned to him
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President.

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     (g)  Treasurer.  The Treasurer shall be charged with the management of
financial affairs of the company.  The Treasurer shall perform such duties as
Treasurers usually perform and shall perform such other duties and shall
exercise such other powers as the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President may from time to time
designate and shall render to the Chairman of the Board, the Chief Executive
Officer, the President and to the Board of Directors, whenever requested, an
account of the financial condition of the company.

     (h)  Assistant Vice President, Assistant Secretary and Assistant
Treasurer.  The Assistant Vice President, Assistant Secretary and Assistant
Treasurer, if any, in the absence or disability of any Vice President, the
Secretary or the Treasurer, respectively, shall perform the duties and exercise
the powers of those offices, and, in general, they shall perform such other
duties as shall be assigned to them by the Board of Directors or by the person
appointing them.  Specifically the Assistant Secretary may affix the corporate
seal to all necessary documents and attest the signature of any officer of the
company.

Section 3.  Other Duties.  Each officer, employee and agent shall have such
other duties and authorities as may be conferred upon him by the Board of
Directors.

Section 4.  Resignation and Removal of Officers.  Any officer may resign at any
time by delivering notice to the company and such resignation is effective when
the notice is delivered unless the notice specifies a later effective date.
The Board of Directors may remove any officer at any time with or without
cause.  A contract of employment for a definite term shall not prevent the
removal of any officer, but this provision shall not prevent the making of a
contract of employment with any officer, and any officer removed in breach of
his contract of employment shall have cause of action therefor.

Section 5.  Execution of Documents.  All deeds, contracts and other instruments
shall be executed by such person or persons as the Board of Directors may from
time to time designate.


                                   ARTICLE V
                                  DEPOSITORIES

Section 1.   Bank Accounts.  All funds of the company shall be deposited in the
name of the company in such bank, banks, trust companies, or other depositories
as the Board of Directors may from time to time designate and shall be drawn
out on checks, drafts or other orders signed on behalf of the company by such
person or persons as the Board of Directors may from time to time designate.


                                   ARTICLE VI
                         INDEMNIFICATION AND INSURANCE

Section 1.  Authority to Indemnify; Third Party Actions.  Every person now or
hereafter serving as a director or officer of the company and any and all
former directors and officers shall be


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indemnified and held harmless by the company from and against any and all loss,
cost, liability, and expense that may be imposed upon or incurred by him in
connection with or resulting from any threatened, pending, or completed claim,
action, suit, or proceeding (other than an action by or in the right of the
company), whether civil, criminal, administrative, or investigative, in which he
may become involved, as a party or otherwise, by reason of his being or having
been a director or officer of the company, or arising from his status as such,
or that he is or was serving at the request of the company as a director,
officer, employee, or agent of another company, limited liability company,
partnership, limited partnership, limited liability partnership, limited
liability limited partnership, joint venture, trust, or other enterprise,
regardless of whether such person is acting in such capacity at the time such
loss, cost, liability or expense shall have been imposed or incurred.  As used
herein, the term "loss, cost, liability and expense" shall include, but shall
not be limited to, any and all costs, expenses (including attorneys' fees and
disbursements), judgments, penalties, fines, and amounts paid in settlement
incurred in connection with any such claim, action, suit, or proceeding if such
person acted in good faith and, while acting in an official capacity as a
director, acted in a manner he reasonably believed to be in the best interest of
the company, and, in all other cases, acted in a manner he reasonably believed
was not opposed to the best interests of the company and, with respect to any
criminal action or proceeding, if such person had no reasonable cause to believe
his conduct was unlawful.  The termination of any claim, action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in a manner which meets the standard described in the
immediately preceding sentence.  If any such claim, action, suit, or proceeding
is settled (whether by agreement, plea of nolo contendere, entry of judgment or
consent, or otherwise), the determination in good faith by the Board of
Directors of the company that such person acted in a manner that met the
standard set forth in this paragraph shall be necessary and sufficient to
justify indemnification.

Section 2.  Authority to Indemnify; Derivative Actions.  The company shall
indemnify and hold harmless any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action or suit by
or in the right of the company to procure a judgment in its favor by reason of
the fact he is or was a director or officer of the company, or is or was
serving at the request of the company as a director, officer, employee, or
agent of another company, limited liability company, partnership, limited
partnership, limited liability partnership, limited liability limited
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys' fees and disbursements) and any other amounts, now or
hereafter permitted by applicable law, actually and reasonably incurred by him
or in connection with the defense or settlement of such action or suit, if he
acted in a manner that met the standard set forth in Section 1 of this Article;
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
company, unless and only to the extent that the court in which such action or
suit was brought or another court of competent jurisdiction shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

Section 3.  Advancement of Expenses.  Expenses incurred in any claim, action,
suit, or proceeding may be paid by the company in advance of the final
disposition of such claim, action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt from the


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director or officer of a written affirmation of his good faith belief that he
has met the relevant standard of conduct set forth under Section 14-2-851 of the
Code and furnishes to the company an undertaking to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
company.

Section 4.  Determination of Indemnification Rights.  Except as ordered by a
court, the company may not indemnify a director, officer, employee or agent
under this Article unless authorized hereunder and a determination has been
made in the specific case that indemnification of the director, officer or
employee is permissible under the circumstances because he or she has met the
relevant standard of conduct set forth in either Section 1 or Section 2.  The
determination shall be made (i) if there are two or more disinterested
directors, by the board of directors by a majority vote of all the
disinterested directors (a majority of whom shall 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 a vote; (ii) by special legal counsel
(a) selected in the manner prescribed in clause (i) of this sentence or (b) if
there are fewer than two disinterested directors, selected by the board of
directors (in which selection directors who do not qualify as disinterested
directors may participate); or (iii) by the shareholders, but shares owned by
or voted under the control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.

Section 5.  Non-Exclusive Right of Indemnification.  The foregoing rights of
indemnification and advancement of expenses shall not be deemed exclusive of
any other right to which those indemnified may be entitled, and the company may
provide additional indemnity and rights to its directors, officers, employees
or agents.

Section 6.  Insurance.  The company may purchase and maintain insurance, at its
expense, on behalf of an individual who is or was a director, officer, employee
or agent of the company or who, while a director, officer, employee or agent of
the company, is or was serving at the request of the company as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in any such
capacity or arising from his status as a director, officer, employee or agent,
whether or not the company would have power to indemnify him against the same
liability under this Article.

Section 7.  Miscellaneous.  The provisions of this Article VI shall cover
claims, actions, suits and proceedings, civil or criminal, whether now pending
or hereafter commenced and shall be retroactive to cover acts or omissions or
alleged acts or omissions which heretofore have taken place.  In the event of
death of any person having a right of indemnification or advancement of
expenses under the provisions of this Article VI, such right shall inure to the
benefit of his heirs, executors, administrators and personal representatives.
If any part of this Article VI should be found to be invalid or ineffective in
any proceeding, the validity and effect of the remaining provisions shall not
be affected.

                                 ARTICLE VII
                      APPROVAL OF BUSINESS COMBINATIONS


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Section 1.   Business Combinations.  All of the requirements of Sections
14-2-1131 to 1133 of the Code, inclusive, and as from time to time amended,
shall be applicable to the company.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

Section 1.   Seal.  The company may have a seal, which shall be in such form as
the Board of Directors may from time to time determine.  In the event that the
use of the seal is at any time inconvenient, the signature of an officer of the
company, followed by the word "Seal" enclosed in parenthesis, shall be deemed
the seal of the company.

Section 2.   Voting Shares in Subsidiaries.  In the absence of other
arrangements by the Board of Directors, shares of stock issued by another
corporation and owned or controlled by the company, whether in a fiduciary
capacity or otherwise, may be voted by the Chairman of the Board, Chief
Executive Officer, President or any Vice President, in the same order as they
preside, or, in the absence of action by the foregoing officers, by any other
officer of the company, and such person may execute the aforementioned powers
by executing proxies and written waivers and consents on behalf of the company.

Section 3.   Amendment of Bylaws.  These bylaws may be amended or repealed and
new bylaws may be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors unless the articles of incorporation or the
Code reserve this power exclusively to the stockholders in whole or in part or
the stockholders, in amending or repealing the particular bylaw, provide
expressly that the Board of Directors may not amend or repeal that bylaw.



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