Exhibit 3.2


                                     BYLAWS
                                       OF
                            ATLANTIC FINANCIAL CORP.


                                    ARTICLE I
                               Shareholder Matters


         Section 1.1.     Annual Meetings.

         A.      The annual meeting of the shareholders of the Corporation shall
be held at such a place as may be decided by, the Board of  Directors  on a date
during the month of April,  May and June of each and every year, the exact date,
place and hour to be fixed by the Board of Directors.

         B.      At the annual meeting of the  shareholders of the  Corporation,
Directors shall be elected and reports of the affairs of the  Corporation  shall
be received and considered. Any other business may be transacted which is within
the powers of the shareholders,  except that, if any shareholder shall bring new
business before the annual meeting,  the shareholder must give advance notice as
set forth in Section 1.6 of these Bylaws.

         C.      The Board of Directors may  designate any place,  either within
or without the Commonwealth of Virginia,  as the place of meeting for any annual
meeting or for any special meeting.  If no place is designated by the Board, the
place of meeting shall be the principal office of the Corporation.

         Section 1.2.     Special   Meetings.   A   special   meeting   of   the
shareholders  may be called for any purpose or purposes  whatsoever at any time,
by the President, the Chairman of the Board of Directors, the Board of Directors
or by holders  of at least  twenty-five  percent  of the issued and  outstanding
shares of Common Stock.

         Section 1.3.     Notice  of  Meetings.  Notice of the time and place of
every annual meeting or special  meeting shall be mailed to each  Shareholder of
record  entitled  to vote at the  meeting  at his  address  as it appears on the
records of the  Corporation not less than ten (10) nor more than sixty (60) days
before the date of such meeting  (except as a different time may be specified by
law).

         Section 1.4.     Quorum. A majority of the votes entitled to be cast on
a matter by a voting group  constitutes a quorum of such voting group for action
on such matter.  If there is not a quorum at the time for which a meeting  shall
have been called,  the meeting may be adjourned  from time to time by a majority
of the shareholders  present or represented by proxy without notice,  other than
by announcement at the meeting, until there is a quorum.

         Section 1.5.     Voting.   Except  as  the  Articles  of  Incorporation
otherwise provide,  at any meeting of the shareholders,  each outstanding share,
regardless  of  class,  is  entitled  to one vote on each  matter  voted on at a
shareholders' meeting.

         Section 1.6.     Notice of Shareholder  Business.  At an annual meeting
of the shareholders of the Corporation, only such business shall be conducted as
shall have been properly  brought


                                      
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before the meeting. To be brought before an annual 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 bought 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 an annual  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  notice must be delivered to or mailed and received at
the principal  executive  offices of the  Corporation,  not less than sixty (60)
days nor more than  ninety (90) days prior to the date of the  scheduled  annual
meeting,  regardless of any  postponements,  deferrals or  adjournments  of that
meeting to a later  date;  provided,  however,  that in the event that less than
seventy  (70)  days'  notice  or  prior  public  disclosure  of the  date of the
scheduled  annual  meeting  is given or made,  notice  by a  shareholder,  to be
timely,  must be so  received  not later than the close of business on the tenth
(10th) day  following the earlier of the day on which such notice of the date of
the  scheduled  annual  meeting  was  mailed  or the day on  which  such  public
disclosure was made. A shareholder's  notice to the Secretary of the Corporation
shall set forth as to each matter the  shareholder  proposes to bring before the
annual  meeting (a) a brief  description  of the business  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual meeting,  (b) the name and address,  as they appear on the  Corporation's
books of the  shareholder  proposing  such  business  and of any other person or
entity who is the record or  beneficial  owner of any shares of the  Corporation
and who, to the knowledge of the shareholder  proposing such business,  supports
such proposal,  (c) the class and number of shares of the Corporation  which are
beneficially  owned  and  owned of  record  by the  shareholder  proposing  such
business on the date of his notice to the  Corporation  and the number of shares
so owned by any  person or  entity  who,  to the  knowledge  of the  shareholder
proposing  such business,  supports such proposal and (d) any material  interest
(financial  or  other) of such  shareholder  in such  proposal.  Notwithstanding
anything in these Bylaws to the contrary,  no business shall be conducted at any
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 1.6.  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 Section 1.6. and if
the Chairman  should so determine,  the Chairman shall so declare to the meeting
and any such  business  not  properly  brought  before the meeting  shall not be
transacted.

         Section 1.7.     Order of Business.  All meetings of shareholders shall
be conducted in accordance  with such rules as are prescribed by the Chairman of
the  meeting  and the  Chairman  shall  determine  the order of  business at all
meetings of the shareholders.

         Section 1.8.     Inspectors.  The Board of Directors, in advance of any
meeting of shareholders,  may, but shall not be required to, appoint one or more
inspectors  to act at such  meeting or any  adjournment  thereof.  If any of the
inspectors so appointed shall fail to appear or act, the Chairman of the meeting
may appoint one or more inspectors. The inspectors shall determine the number of
shares of capital stock of the  Corporation  outstanding and the voting power of
each,  the number of shares  represented  at the  meeting,  the  existence  of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the results, and do such acts as are proper to conduct the election or
vote with  fairness  to all  shareholders.  On  request of the  Chairman  of the
meeting, the inspectors shall make a report of any challenge,  request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be shareholders.


                                      
<PAGE>

                                   ARTICLE II
                                    Directors

         Section 2.1.     General  Powers.  The  business  and  affairs  of  the
Corporation  shall be managed under the direction of the Board of Directors and,
except  as  otherwise   expressly   provided  by  law  or  by  the  Articles  of
Incorporation, or by these Bylaws, all of the powers of the Corporation shall be
exercised by or under the authority of said Board of Directors.

         Section 2.2.     Number and Qualification. The Board of Directors shall
consist of fourteen (14) Directors.

         Section 2.3.     Election of Directors.  The Directors shall be elected
at the annual meeting of shareholders,  and shall hold their offices until their
successors  are  elected  in  accordance  with the  Articles  of  Incorporation.
Nominations  for the election of Directors shall be given in the manner provided
in Section 2.5.

         Section 2.4.     Honorary and Advisory Directors. The Board may appoint
to the position of Honorary  Director or the position of Advisory  Director such
person or  persons  as it deems  appropriate.  Honorary  Directors  shall not be
entitled  to receive  notice of or to attend  meetings  of the  Board.  Advisory
Directors  shall be  entitled  only to notice of  meetings  of Advisory or other
Boards  of the  Corporation  to which  they  shall be  appointed.  Honorary  and
Advisory  Directors shall receive such  compensation as may be authorized by the
Board of  Directors  for  attendance  at meetings of Advisory or other Boards to
which such Advisory or Honorary Directors are appointed.

         Section 2.5.     Nominations.  (a) Only  persons who are  nominated  in
accordance  with the  procedures set forth in this Section 2.5 shall be eligible
for election as Directors.  Nominations  of persons for election to the Board of
Directors of the  Corporation may be made by or at the direction of the Board of
Directors,  or by any  shareholder of the  Corporation  entitled to vote for the
election of Directors who complies with the notice  procedures set forth in this
Section 2.5. 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
Corporations  not less than sixty (60) days nor more than ninety (90) days prior
to the  date of the  scheduled  annual  meeting,  regardless  of  postponements,
deferrals,  or adjournments of that meeting to a later date; provided,  however,
in the event that less than seventy (70) days' notice or prior public disclosure
of the date of the  meeting is given or made,  notice by the  shareholder  to be
timely must be so received  not later than the close of business on the 10th day
following  the  earlier  of the day on  which  such  notice  of the  date of the
scheduled  annual meeting was mailed or the day on which such public  disclosure
was made. Such  shareholder's  notice shall set forth (a) as to each person whom
the shareholder  proposes to nominate for election as a Director,  (1) 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  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;  and (b) as to the  shareholder  giving the notice (i) the name and
address of such  shareholder and of any other person or entity who is the record
or beneficial  owner of shares of the  Corporation  and who, to the knowledge of
the shareholder  giving notice,  supports such nominee(s) and (ii) the class and
number of shares of the Corporation  which are  beneficially  owned and owned of
record by such  shareholder  and by any other person or entity who is the


                                      
<PAGE>

record  or  beneficial  owner of  shares  of the  Corporation  and  who,  to the
knowledge of the shareholder giving the notice, supports such nominee(s). 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 the
information  required to be set forth in a  shareholder's  notice of  nomination
which  pertains to the  nominee.  No person  shall be eligible for election as a
Director of the Corporation  unless  nominated in accordance with the procedures
set forth in this Section 2.5. 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  procedures  prescribed by the Bylaws,  and if the Chairman
should so  determine,  the  Chairman  shall so  declare to the  meeting  and the
defective nomination shall be disregarded.

         (b)     (1)     In the first five annual elections of Directors,  after
the Effective  Date,  nominations for election to the Board of Directors made by
the  Board  of  Directors  shall  be made in the  manner  described  in  Section
2.5(b)(2)  unless  seventy-five  percent  (75%) of the full  Board of  Directors
otherwise agrees.

         (2)     If a  Director  whose term  expires at an annual  meeting is an
MACB Nominee and he is not nominated for re-election, the Directors who are MACB
Nominees shall  designate a successor who shall be nominated for election to the
Board of Directors by the Board of Directors.  If a Director  whose term expires
at an annual  meeting is a UCB Nominee and he is not nominated for  re-election,
the  Directors  who are UCB Nominees  shall  designate a successor  who shall be
nominated for election to the Board of Directors by the Board of Directors.

         (c)     Unless  seventy-five   percent  (75%)  of  the  full  Board  of
Directors  otherwise agrees, if a vacancy arises from the resignation,  death or
removal of a Director,  before the annual  meeting of  shareholders  in the year
2004,  the  vacancy  shall be filled  by an  individual  designated  by the MACB
Nominees (if the vacant seat was held by an MACB Nominee) or by the UCB Nominees
(if the vacant seat was held by a UCB Nominee).

         (d)     The terms  "MACB  Nominee"  and "UCB  Nominee"  shall  have the
meanings  specified in Section  1.1(d) and 1.1(e) of the  Agreement  and Plan of
Reorganization  between  United  Community  Bankshares,  Inc.  and  Mid-Atlantic
Community BankGroup, Inc., dated July __, 1998.

         Section 2.7.     Meetings  of  Directors.  Meetings  of  the  Board  of
Directors shall be held at places within or without the Commonwealth of Virginia
and at times fixed by resolution of the Board of Directors,  or upon call of the
Chairman of the Board of Directors or the President.  The Secretary,  or officer
performing  his duties,  shall give at least  twenty-four  (24) hours' notice by
telegraph,  letter,  telephone or in person,  of all meetings of the  Directors;
provided,  that notice need not be given of regular  meetings  held at times and
places  fixed by  resolution  of the  Board.  Regular  meetings  of the Board of
Directors shall be held at least six times in every calendar year.  Meetings may
be held at any time without  notice if all of the Directors  are present,  or if
those not present waive notice  either before or after the meeting.  Neither the
business to be  transacted  nor the purpose of any annual or special  meeting of
the Board of  Directors  need be  specified in the notice or waiver of notice of
such meeting.

         Section 2.8.     Quorum.  A  majority  of the  members  of the Board of
Directors shall constitute a quorum.

         Section 2.9.     Compensation.  The  Board of  Directors  shall fix the
compensation of the Directors.


                                      
<PAGE>

         Section 2.10.    Committees.   The  Board  of   Directors   may  create
committees  and appoint  members of committees in accordance  with Virginia law.
There  may be an  Executive  Committee  and  such  committee  may  exercise  the
authority of the Board of Directors to the fullest extent permitted by law.

                                   ARTICLE III
                                    Officers

         Section 3.1.     Election.   The  Officers  of  the  Corporation  shall
consist of the Chairman of the Board of Directors,  one or more Vice Chairmen of
the Board of  Directors,  the  President,  one or more  Executive or Senior Vice
Presidents, a Chief Financial Officer, one or more additional Vice Presidents, a
Secretary, one or more Assistant Secretaries,  and such other officers as may be
elected as  provided  in Section  3.3 of this  Article.  All  Officers  shall be
elected by the Board of Directors,  and shall hold office until their successors
are elected and qualify.  Vacancies may be filled at any meeting of the Board of
Directors.  Subject to any  applicable  provision of Virginia law, more than one
office  may be  combined  in the  same  person  as the  Board of  Directors  may
determine.

         Section 3.2.     Removal of Officers. Subject to Article V, any Officer
of the Corporation may be summarily  removed with or without cause, at any time,
by a  resolution  passed  by  affirmative  vote  of a  majority  of  all  of the
Directors; provided that any such removal shall not affect an Officer's right to
any  compensation to which he is entitled under any employment  contract between
such officer and the Corporation.

         Section 3.3.     Other  Officers.  Other Officers may from time to time
be appointed by the Board of Directors,  and such Officers shall hold office for
such term as may be designated by the said Board of Directors.

         Section 3.4.     Chairman of the Board. The Chairman of the Board shall
be the senior Officer of the  Corporation,  and shall preside at all meetings of
the  Directors and all meetings of the  shareholders.  The Chairman of the Board
shall appoint all standing  committees  and temporary  committees and shall be a
member ex officio of all standing committees and shall have all other powers and
duties as may be prescribed by the Board of Directors or by the Bylaws.

         Section 3.5.     Vice  Chairman  of  the  Board.   In  the  absence  or
disability  of the Chairman of the Board,  the Vice  Chairman of the Board shall
preside at all meetings of the Directors  and all meetings of the  Shareholders.
If there shall be more than one Vice  Chairman,  the duties of the Vice Chairman
shall be  discharged  by a Vice  Chairman who is not a full time employee of the
Corporation.

         Section 3.6.     President.  The President shall be the Chief Executive
Officer of the Corporation.  In the absence or disability of the Chairman of the
Board and the Vice  Chairman of the Board,  the  President  shall preside at all
meetings of the Directors and at meetings of the shareholders and in the absence
or  disability  of the Chairman of the Board and the Vice  Chairman of the Board
the duties and responsibilities of such office shall devolve upon the President.
The  President  shall have such other powers and duties as may be  prescribed by
the Chairman of the Board of Directors, the Board of Directors or by the Bylaws.


                                      
<PAGE>

         Section 3.7.     Chief  Operating  Officer.  Subject  to the  authority
granted to the Chief Executive  Officer,  the Chief Operating Officer shall have
general supervision over the day-to-day  operations of the Corporation and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.

         Section 3.8.     Chief Financial  Officer.  The Chief Financial Officer
shall,  subject to the direction of the Chief  Executive  Officer,  have general
custody of all the property,  funds and securities of the  Corporation and shall
have general  supervision  of the collection  and  disbursement  of funds of the
Corporation.  He  shall  provide  for  the  keeping  of  proper  records  of all
transactions  of the  Corporation  and shall perform such other duties as may be
assigned to him by the Chief Executive Officer.

         Section 3.9.     Vice  Presidents.  Executive Vice  Presidents,  Senior
Vice  Presidents  and  Vice  Presidents  shall  perform  such  duties  as may be
prescribed  for them  from time to time by the Chief  Executive  Officer  or the
Board of Directors.

         Section 3.10.    Secretary.  The  Secretary  shall  have the duties and
responsibilities prescribed by law for the secretary of a Virginia corporation.

         Section 3.11.    Surety  Bonds.  All Officers and  employees  who shall
have charge or  possession of money,  securities or property of the  Corporation
must,  before  entering  upon their  duties,  be covered by a bond with a surety
company  approved by the Board of Directors  and state and federal  authorities.
The costs of such bond shall be borne by the Corporation.


                                   ARTICLE IV
                                  Capital Stock

         Section 4.1.     Issues  of  Certificate  of  Stock.   Certificates  of
capital stock shall be in such form as may be prescribed by law and by the Board
of  Directors.  All  certificates  shall be signed by the  President  and by the
Secretary or an Assistant Secretary,  or by any other two Officers authorized by
resolution of the Board of Directors.

         Section 4.2.     Transfer of Stock. The stock of the corporation  shall
be  transferable or assignable on the books of the Corporation by the holders in
person or by attorney on surrender of the certificate or  certificates  for such
shares duly endorsed, and, if sought to be transferred by attorney,  accompanied
by a written  power of attorney to have such stock  transferred  on the books of
the Corporation.

         Section 4.3.     Restrictions  on Transfer of Stock.  Any  restrictions
that may be imposed by law, by the  Articles of  Incorporation  or Bylaws of the
Corporation, or by an agreement among shareholders of the Corporation,  shall be
noted conspicuously on the front or back of all certificates representing shares
of stock of the Corporation.

         Section 4.4.     Lost, Destroyed or Mutilated Certificates.  The holder
of stock of the  Corporation  shall  immediately  notify the  Corporation of any
loss,   destruction,   or  mutilation  of  the  certificate  therefor,  and  the
Corporation  may in its discretion  cause one or more new  certificates  for the
same  aggregate  number of shares  to be  issued  to such  Stockholder  upon the
surrender of the mutilated certificate,  or upon satisfactory proof of such loss
or destruction  accompanied by the deposit of a bond in such form and amount and
with such surety as the Corporation may require.


                                      
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         Section 4.5.     Holder of Record. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder thereof
in fact and shall not be bound to recognize  any  equitable or other claim to or
interest in such shares of stock on the part of any other person, whether or not
it shall have express or other  notice  thereof,  except as otherwise  expressly
provided by law.

         Section 4.6.     Record  Date.  The  Board of  Directors  shall  fix in
advance the record date in order to make a determination of shareholders for any
purpose, including the determination of shareholders entitled to notice of or to
vote at any  shareholders'  meeting or  entitled  to payment of any  dividend or
distribution  to  shareholders.  Such record date shall not be more than seventy
(70)  days  prior to the date on which  the  particular  action  requiring  such
determination of shareholders is to be taken.

         Section 4.7.     Control  Share  Acquisitions.   Article  14.1  of  the
Virginia Stock Corporation Act shall not apply to the Corporation.


                                    ARTICLE V
                    Amendments and Special Voting Provisions

         Section 5.1.     Voting Generally.  Except as otherwise provided by law
or as set forth in this Article V, the Board of Directors  shall act by majority
vote at any duly held meeting at which a quorum is present.

         Section 5.2.     Special Voting  Requirements.  The affirmative vote of
at least sixty percent (60%) of the entire Board of Directors  shall be required
to:

         (a)     Amend these Bylaws;

         (b)     Submit to the shareholders any plan of merger or share exchange
or any  proposal to dissolve  the  Corporation  or to sell,  lease,  exchange or
otherwise  dispose of all or substantially  all of the  Corporation's  property,
otherwise than in the usual and regular course of business;

         (c)     Submit to the  shareholders  any proposal to change the name of
the Corporation;

         (d)     Cause The Bank of  Franklin  or The Bank of Sussex and Surry or
Peninsula  Trust Bank,  Incorporated to change its name or amend its articles of
incorporation or bylaws;

         (e)     Cause The Bank of  Franklin  or The Bank of Sussex and Surry or
Peninsula  Trust Bank,  Incorporated  to appoint,  remove or transfer  its Chief
Executive Officer;

         (f)     Dispose of any of the stock of The Bank of Franklin or The Bank
of Sussex and Surry or Peninsula  Trust Bank,  Incorporated or cause any of such
banks to dissolve  or enter into a plan of merger or share  exchange or to sell,
lease,  exchange  or  otherwise  dispose  of  all  or  substantially  all of its
property, otherwise than in the usual and regular cause of business.

         (g)     Appoint,  remove or transfer the Corporation's  Chief Executive
Officer, Chief Operating Officer or any Executive Vice President.


                                      
<PAGE>

         Section 5.3.     Subsidiary  Bank  Directors.  (a) The Directors of The
Bank of  Franklin,  The Bank of  Sussex  and  Surry and  Peninsula  Trust  Bank,
Incorporated  (each a "Bank" and  collectively  the "Banks") each shall nominate
individuals for election to their respective Boards each year.

         (b)     The  Corporation  shall not  remove any  Director  of a Bank or
refuse to vote its  shares of any of such  Bank's  common  stock in favor of the
election of those  nominated  in  accordance  with Section  5.3(a)  unless (i) a
Director  of one of such  Banks  violates a code of  conduct  that is  generally
applicable  to  Directors  of the  Corporation  and its  subsidiaries,  (ii) the
Corporation's  Board of Directors  determines  that such a Bank is  experiencing
business, financial or regulatory difficulties and, as a result, the Corporation
determines  that a change in the Board of Directors of such Bank is necessary or
advisable in order to protect the  Corporation or its investment in such Bank or
(iii) a director  of one of such Banks  acts in a manner  inconsistent  with his
fiduciary duty to such Bank.


                                   ARTICLE VI
                            Miscellaneous Provisions

         Section 6.1.     Seal. The seal of the Corporation shall be circular in
shape with the name of the Corporation around the circumference thereof, and the
word "SEAL" in the center thereof.

         Section 6.2.     Examination  of the Books and  Records.  The books and
records of account of the  Corporation,  the minutes of the  proceedings  of the
shareholders,  the Board and Committees  appointed by the Board of Directors and
the  records  of  the  shareholders  showing  the  names  and  addresses  of all
shareholders  and the  number  of  shares  held by  each,  shall be  subject  to
inspection  during  the  normal  business  hours  by  any  person  who is a duly
qualified  Director  of the  Corporation  at the time he makes such  inspection.
Shareholders shall have such rights to inspect records of the Corporation as are
prescribed by applicable law.

         Section 6.3.     Checks, Notes and Drafts.  Checks,  notes, drafts, and
other  orders for the  payment of money  shall be signed by such  persons as the
Board of Directors from time to time may authorize.

         Section 6.4.     Amendments  to ByLaws.  These  Bylaws may be  altered,
amended or repealed in accordance with the Articles of Incorporation.

         Section 6.5.     Voting of Stock  Held.  Unless  otherwise  provided by
resolution  of the Board of  Directors,  the Chairman of the Board of Directors,
the President or any Executive  Vice  President may from time to time appoint an
attorney or attorneys as agent or agents of the  Corporation to cast in the name
of the  Corporation the votes which the Corporation may be entitled to cast as a
shareholder  or  otherwise  in any  other  corporation,  any of  whose  stock or
securities  may be held by the  Corporation,  at  meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing to
any action by any such other  corporation;  and such  Officers  may instruct the
person or persons so  appointed as to the manner of casting such votes or giving
such  consent,  and may  execute  or  cause  to be  executed  on  behalf  of the
Corporation  and under its corporate seal, or otherwise,  such written  proxies,
consents,  waivers,  or other  instruments  as may be necessary or proper in the
premises;  or any of such Officers may himself attend any meeting of the holders
of stock or other  securities  of any such other  corporation  and there vote or
exercise any or all other powers of the  Corporation as the holder of such stock
or other securities of such other corporation.