EXHIBIT NO. 3(ii)
-----------------






                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                           NATIONAL BANKSHARES, INC.

                             BLACKSBURG, VIRGINIA





                           Adopted November 24, 1993
                             Amended May 29, 1996



































                                         -41-<PAGE>


                           ARTICLE I.  SHAREHOLDERS


SECTION 1.1.   Annual Meeting.
               --------------

     The annual  meeting of the  shareholders to  elect directors and  for the
     transaction  of such  other  business as  may  properly come  before  the
     meeting shall be held on  the second Tuesday in April of each year or, if
     such date falls on a legal holiday, the next business day.

SECTION 1.2.   Special Meetings.
               ----------------

     Special  meetings of shareholders  may be called  by the Chairman  of the
     Board of  Directors, the  President  or by  a majority  of  the Board  of
     Directors.  Business transacted at all special meetings shall be confined
     to the purpose(s) stated in the notice.

SECTION 1.3.   Place of Meeting.
               ----------------

     The Board  of Directors (the "Board")  may designate any place  inside or
     outside Virginia for any  annual or special meeting of  the shareholders.
     If no designation is made, the meeting will be at the principal office of
     the Corporation.

SECTION 1.4.   Notice of Meeting.
               -----------------

     Except  as otherwise required by  the Virginia Stock  Corporation Act, as
     now in effect or hereafter from time to time amended (the "Act"), written
     notice stating the  time and location of  the meeting, and, in  case of a
     special  meeting, the purpose(s) of  the meeting, shall  be delivered not
     less than  ten nor more than  sixty days before the  meeting date, either
     personally or  by mail, to each shareholder of record entitled to vote at
     such meeting.  If mailed, the notice will be deemed to be delivered  when
     deposited  in the United States  mail, postage prepaid,  addressed to the
     shareholder at his address as  it appears on the stock transfer  books of
     the Corporation.

SECTION 1.5.   Closing of Transfer Books or Fixing of Record Date.
               --------------------------------------------------

     For the purpose of determining shareholders entitled to notice of or vote
     at  any shareholders' meeting, or any adjournment thereof, or entitled to
     receive  payment of any dividend,  or in order  to determine shareholders
     for any  other proper  purpose, the Board  may close  the stock  transfer
     books for a  stated period  not to  exceed seventy  days.   If the  stock
     transfer books are closed to determine shareholders entitled to notice of
     or  vote at a  shareholders' meeting, such  books shall be  closed for at
     least  ten days immediately  preceding such meeting.   In lieu of closing
     the stock  transfer books, the  Board may  fix in advance  a date  as the
     record date for a determination of shareholders, such date to be not more
     than seventy days, and in case of a shareholders' meeting,  not less than
     ten days,  prior to the date  on which the particular  action requiring a
     determination of shareholders  is to  be taken.   If  the stock  transfer
     books are not closed and no record date is fixed for the determination of

                                         -42-<PAGE>


     shareholders entitled to notice of or vote at a shareholders' meeting, or
     shareholders  entitled to receive payment  of a dividend,  the day before
     the notice  of the meeting is mailed or the  date on which the resolution
     of  the Board  declaring such dividend  is adopted,  as the  case may be,
     shall be  the record  date for  the determination of  shareholders.   Any
     determination of shareholders entitled to vote at a shareholders' meeting
     made as provided in this Section  shall apply to any adjournment thereof,
     unless the  Board fixes  a  new record  date, which  it shall  do if  the
     meeting is adjourned  to a date more  than 120 days after the  date fixed
     for the original meeting.

SECTION 1.6.   Presiding Officer and the Secretary.
               -----------------------------------

     The  Chairman  or  the  President,  or,  in  their  absence,  an  officer
     designated by the Board,  shall preside at all shareholder  meetings, and
     the  Secretary  shall  serve as  secretary.    Otherwise,  a chairman  or
     secretary shall be elected by a majority vote of the shareholders present
     to act in the absence of those officers.

SECTION 1.7.   Voting Lists.
               ------------

     The Secretary or other  person having charge of the stock  transfer books
     of   the  Corporation  shall  make,   at  least  ten   days  before  each
     shareholders' meeting,  a complete list  of the shareholders  entitled to
     vote at such meeting, or any adjournment thereof, with the address of and
     the  number of shares held by each, which  list, for a period of ten days
     prior to such meeting, shall be kept on file at the registered  office of
     the Corporation and shall be subject to inspection  by any shareholder at
     any time during usual business hours, subject to any limitations  on such
     right  provided by the Act  or other provisions of law.   Such list shall
     also be produced and kept open at  the time and place of the meeting  for
     inspection by  any shareholder during the  whole time of the  meeting for
     the purposes thereof.  The original stock  transfer book is "prima facie"
     evidence as  to the shareholders who are entitled to examine such list or
     transfer books or to vote at any shareholders' meeting.

SECTION 1.8.   Quorum.
               ------

     Unless otherwise provided in  the Corporation's Articles of Incorporation
     (the "Articles"), a majority of the outstanding shares of the Corporation
     entitled to vote, represented in person  or by proxy, shall constitute  a
     quorum at a shareholders' meeting.  If less than a quorum is present 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 is present or represented, any business may be  transacted
     which   might  have  been  transacted  at  the  original  meeting.    The
     affirmative vote of the majority of the shares represented at the meeting
     and  entitled to  vote on  the subject  matter shall  be the  act  of the
     shareholders, unless the vote of a greater number is required  by the Act
     or the  Articles, and  except  that in  the election  of directors  those
     receiving  the greatest  number of  votes shall  be deemed  elected, even
     though not receiving a majority.




                                         -43-<PAGE>


SECTION 1.9.   Proxies.
               -------

     At all meetings of shareholders, a shareholder may vote by proxy executed
     in writing by the shareholder or by his duly authorized attorney in fact.
     Such proxy  shall be filed with  the Secretary before or  at the meeting.
     No  proxy  shall be  valid  after  eleven months  from  the  date of  its
     execution, unless otherwise provided in the proxy.

SECTION 1.10.  Action by Shareholders Without a Meeting.
               ----------------------------------------

     Any action required to be taken at  a meeting of the shareholders of  the
     Corporation,  or any  action  which may  be  taken at  a  meeting of  the
     shareholders,  may be taken  without a meeting  if a consent  in writing,
     setting  forth  the action  so  taken,  shall be  signed  by  all of  the
     shareholders entitled to vote with respect to the subject matter thereof.

SECTION 1.11.  Shareholder Proposals or Nominations.
               ------------------------------------

     No  business shall be transacted  at any meeting  of shareholders, except
     such business as shall be (a) specified in the notice of meeting given as
     provided in Section 1.4  of this Article I; (b) otherwise  brought before
     the meeting by or at the direction of the Board; or (c) otherwise brought
     before the meeting by a shareholder of record of the Corporation entitled
     to vote at the meeting in compliance with the procedure set forth in this
     Section  1.11.   For  business  to  be  brought before  a  meeting  by  a
     shareholder pursuant to (c) above, the shareholder must have given timely
     notice  in writing to the President of  the Corporation.  To be timely, a
     shareholder's  notice shall be delivered  to, or mailed  and received at,
     the  principal executive offices of  the Corporation not  less than sixty
     days nor more than ninety days  prior to the meeting; provided,  however,
     in  the  event that  less  than  seventy  days'  notice or  prior  public
     disclosure of the  date of the meeting is given  or made to shareholders,
     notice by the shareholder to be timely must be so received not later than
     the close of business  on the tenth day following  the day on which  such
     notice of  the date of  the meeting or  such public disclosure  was made.
     Notice  shall be  deemed to  have been  given more  than seventy  days in
     advance of  an annual meeting  of shareholders  if the annual  meeting is
     called on  the date indicated  by Section 1.1  of this Article  I without
     regard to when public disclosure  thereof is made.  Notice of  actions to
     be brought before a  meeting pursuant to (c) above shall set forth, as to
     each matter the shareholder proposes to  bring before the meeting; (a)  a
     brief  description of  the  business desired  to  be brought  before  the
     meeting  and the reasons for  bringing such business  before the meeting;
     and  (b) as  to  the shareholder  giving  the notice,  (i)  the name  and
     address,  as they appear on the Corporation's books, of such shareholder,
     (ii) the classes and number of shares of the Corporation  which are owned
     of record or  beneficially by  such shareholder, and  (iii) any  material
     interest of such shareholder in such  business other than his interest as
     a  shareholder  of the  Corporation.   Notwithstanding anything  in these
     Bylaws to  the contrary, no business shall  be conducted on a shareholder
     proposal or nomination except in accordance with the provisions set forth
     in  this Section 1.11.  The requirements  of this Section are in addition
     to any other requirements established by law and do not impair the effect
     of the requirements of  Section 1.2 of these Bylaws relating  to business
     permitted  to be  transacted  at  special  shareholders' meetings.    The

                                         -44-<PAGE>


     Chairman  of the  meeting  shall, if  the  facts warrant,  determine  and
     declare to the meeting that any business  was not properly brought before
     the meeting in accordance  with the provision prescribed by  these ByLaws
     and, if he should  so determine, he shall  so declare to the meeting  and
     any such business not so properly brought before the meeting shall not be
     transacted.


                        ARTICLE II.  BOARD OF DIRECTORS

SECTION 2.1.   General Powers.
               --------------

     The  business and  affairs  of  the  Corporation  shall  be  managed  and
     administered by  the Board of Directors.   Except as limited  by the Act,
     all corporate powers shall be vested in and exercised by the Board.

SECTION 2.2.   Number, Tenure and Qualifications.
               ---------------------------------

     The number of directors of the Corporation shall be nine.   The number of
     directors may be increased or decreased from time to time by amendment of
     these Bylaws within  the variable range established by the  Articles.  At
     each annual meeting of shareholders, the number of directors equal to the
     number of the class whose  term expires at the time of such meeting shall
     be elected to  hold office until the third  succeeding annual meeting and
     until their successors shall have been elected and qualify.

     Directors reaching the age of 73  shall be ineligible for renomination to
     the Board of Directors of  the Corporation at the expiration of  the term
     of office during  which the director  becomes 73 years of  age; provided,
     however,  that the  foregoing  clause  shall  not  apply  to  Charles  L.
     Boatwright, T.C. Bowen, Jr., A.  A. Crouse, R. E. Dodson, and  William T.
     Peery.

     SECTION 2.3    Regular Meetings.
                    ----------------

     A  meeting  of the  Board shall  be  held immediately  after  each annual
     meeting of shareholders  without notice  other than that  given by  these
     Bylaws, at  which meeting there shall  be elected at least  a Chairman of
     the Board (the "Chairman"), a President, a Secretary and a Treasurer, who
     shall  hold such offices until  the first meeting  of the Board following
     the  next annual meeting of shareholders and until their successors shall
     be elected and  qualify or  until their earlier  resignation or  removal.
     Regular meetings of the Board shall be held as provided  by resolution of
     the Board.

SECTION 2.4.   Special Meetings.
               ----------------

     Special meetings of the Board may  be called by or at the request  of the
     Chairman, the President or  by a majority  of the Board.   The person  or
     persons calling a special meeting  of the Board may fix any  place inside
     or outside Virginia as the place for holding that special meeting.




                                         -45-<PAGE>


SECTION 2.5.   Action by Directors Without a Meeting; Telephonic Attendance.
               ------------------------------------------------------------

     Any action of  the board, or of any committee of  the Board, 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, or by all of the members
     of  the committee,  as the  case may  be.   Directors may  participate in
     meetings of the  Board and committees of the Board  by, and such meetings
     may be  conducted through, the use of any means of communication by which
     all directors participating may simultaneously hear each other during the
     meeting.  Directors so participating are  deemed to be present in  person
     at  the meeting and  will be counted  in determining whether  a quorum is
     present.

SECTION 2.6.   Notice.
               ------

     Notice of any special meeting (which notice need not state the purpose of
     or business to  be conducted at  the meeting) shall  be given by  written
     notice  delivered personally or mailed  to each director  at his business
     address, or  by  telephone,  facsimile or  telegram.   If  notice  is  by
     personal  delivery,  facsimile  or  telephone,  the  delivery,  facsimile
     transmission or  telephone call shall be  at least two days  prior to the
     special  meeting.  If  notice is given  by mail or  telegram, such notice
     shall  be deposited  in  the United  States  mail, postage  prepaid,  and
     addressed to each director  at his business  address or delivered to  the
     telegraph company,  as the case may  be, at least five days  prior to the
     special meeting.

SECTION 2.7.   Quorum.
               ------

     Except as may otherwise be provided in the Articles or in these Bylaws, a
     majority of the  full Board or  of the full  membership of any  committee
     thereof shall constitute a quorum for the  transaction of business at any
     meeting of the Board or such committee, as the case may be.  If less than
     such majority is present  at a meeting,  a majority of directors  present
     may adjourn the meeting from time to time without further notice.

SECTION 2.8.   Committees.
               ----------

     By  resolution, the  Board shall  designate from  among Board  members an
     Executive Committee, which  shall exercise  all of the  authority of  the
     Board  except as limited by  law, the Articles or the  Board itself.  The
     Executive  Committee may  take no  action described  in  Subsections (i),
     (ii), (iii),  (iv), or (v)  of Subsection 2.9(b)  of these Bylaws.   Such
     action may only be taken by  the Board of Directors as described in  such
     Subsections.   The  Board  may designate  from  among its  members  other
     committees  for  such purposes  and with  such  powers as  the  Board may
     determine.  All committees  shall keep regular minutes of  their meetings
     and shall report their actions to the Board at its next regular meeting.







                                         -46-<PAGE>


SECTION 2.9.   Manner of Acting.
               ----------------

     (a)  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  or any
          committee thereof, unless  the Articles or these  Bylaws require the
          vote of a greater number of directors.

     (b)  Notwithstanding  the  foregoing  or  any other  provision  in  these
          bylaws,  the affirmative vote of  six (6) out  of nine (9) directors
          shall be required to approve any of the following actions:

          (i)   Authorization for the Corporation  as sole shareholder of Bank
                of Tazewell  County to vote  in the election of  any person to
                serve on the board of directors of Bank of Tazewell County  or
                in the  removal as  a director  of any person  serving on  the
                board  of directors  of  Bank of  Tazewell County  except that
                action by the Corporation  as sole shareholder of the  Bank of
                Tazewell  County  may be  authorized  by  the  Board  of  this
                Corporation  as if this subsection  2.9(b) were not  a part of
                the Corporation's  Bylaws in the event  that the Corporation's
                Board of  Directors determines as a part  of its authorization
                for removal or a court of competent jurisdiction or regulatory
                authority having jurisdiction over the Bank of Tazewell County
                determines  that  such director(s)  of  the  Bank of  Tazewell
                County  being  removed  have  committed  a  violation  of  law
                applicable to his or  their duties as director(s) which  has a
                material adverse  financial effect on Bank  of Tazewell County
                or have engaged in conduct as director(s) for which he or they
                would not be entitled to indemnification under the Articles of
                Bank of Tazewell County as amended;

          (ii)  Authorization for  the Corporation as sole  shareholder of the
                Bank of Tazewell County  to vote on any proposed  amendment to
                the  articles  of  incorporation  or  bylaws  of  the Bank  of
                Tazewell County;

          (iii) Authorization for  the Corporation as sole  shareholder of the
                Bank of Tazewell County to  vote on the merger,  consolidation
                or sale of all or substantially all of the assets  of the Bank
                of Tazewell County.

          (iv)  A  recommendation to  the shareholders  of the  Corporation to
                merge, consolidate  or sell all  or substantially  all of  the
                assets  of  the  Corporation,  where  such  recommendation  is
                required by law; and

          (v)   A  modification prior  to  January  1,  2001  to  any  of  the
                following provisions  of the  Bylaws  added to  such Bylaw  by
                these amendment;

                (1)  the first sentence of Section 2.2;

                (2)  the last paragraph of Section 2.2;

                (3)  the second sentence of Section 2.8; and/or

                (4)  subsection 2.9(b)(i) through (iv)

                                         -47-<PAGE>


     On and  after January 1, 2001  subsections 2.9(b)(i) through (iv)  may be
     amended  or  repealed by  the  Directors of  the Corporation  as  if this
     subsection 2.9(b)(v)  had not been adopted and as of January 1, 2001 this
     subsection 2.9(b)(v) shall automatically and without further action cease
     to be of force and effect.

SECTION 2.10    Vacancies.
                ---------

     Any vacancy occurring in the Board, including a vacancy resulting from an
     increase by not  more than two in the number of  directors, may be filled
     by the affirmative vote of a  majority of the remaining directors, though
     less  than a  quorum  of  the Board.    If a  vacancy  is  filled by  the
     shareholders, a  vacant office held  by a  director elected  by a  voting
     group of shareholders shall be filled by vote of only the holders of that
     voting group.

SECTION 2.11.   Compensation.
                ------------

     Payment  to the  directors  for the  expense,  if any,  of  attendance at
     meetings of the Board, and of  a fixed sum for attendance at meetings  of
     the  Board or  a stated  salary as  director may  be authorized  by Board
     resolution.   Members of special or standing committees may be authorized
     by Board resolution to receive compensation for attending meetings.

SECTION 2.12.   Honorary Directors.
                ------------------

     The  Board shall not  appoint any  Honorary Director,  Honorary Chairman,
     Honorary President, or Honorary Officer.


                            ARTICLE III.  OFFICERS

SECTION 3.1.    Generally.
                ---------

     Any one or more offices may be held by the same person.

SECTION 3.2.    Chairman.
                --------

     The Board shall appoint, from one of its members,  a Chairman to serve in
     said  capacity at the  pleasure of  the Board.   He shall  preside at all
     meetings of the Board and shall be an ex-officio member of all committees
     of the Board.  The Board may  also designate a Vice Chairman to serve  as
     and perform all duties of the Chairman in the Chairman's absence.











                                         -48-<PAGE>


SECTION 3.3.    President.
                ---------

     The Board  shall appoint a President  of the Corporation to  serve at the
     pleasure of the Board.  The President shall supervise the carrying out of
     the policies  adopted or approved  by the  Board and shall  be the  Chief
     Executive  Officer of the Corporation.   He shall  have general executive
     powers, as  well as the  specific powers conferred  by these Bylaws.   He
     shall also have and may  exercise such further powers and duties  as from
     time to time may be conferred upon or assigned to him by the Board. 

SECTION 3.4.    Secretary.
                ---------

     The  Board shall  appoint a  Secretary to  serve at  the pleasure  of the
     Board.  The Secretary shall:  (a) keep the minutes of  the shareholders',
     Board  and Committee  meetings in  one or  more books  provided  for that
     purpose; (b) see that all  notices are duly given in accordance  with the
     provisions of  these Bylaws and as  required by law; (c)  be custodian of
     the  corporate  records  and the  Corporation's  seal  and  see that  the
     Corporation's  seal is affixed to all documents for which it is required;
     (d)  sign  with   the  President  or   other  designated  officer   stock
     certificates of the Corporation issued as authorized by resolution of the
     Board;   (e)  have  general  charge  of  the  stock  transfer  books  and
     shareholder  list  of the  Corporation; and  (f)  in general  perform all
     duties incident to  the office of Secretary and such  other duties as may
     from time to time be assigned to him by the President or the Board.

SECTION 3.5.    Treasurer.
                ---------

     The Board  shall appoint a Treasurer,  and if required by  the Board, the
     Treasurer shall give a bond  for the faithful discharge of his  duties in
     such  sum and with such surety or  sureties as the Board shall determine.
     He shall: (a) have charge and custody of and be responsible for all funds
     and  securities of  the Corporation;  (b) receive  and give  receipts for
     monies due and payable to the Corporation from any source whatsoever, and
     deposit all  such monies in  the name of  the Corporation in  such banks,
     trust companies or other  depositories as shall be selected by the Board;
     and (c)  in general perform all  of the duties incident to  the office of
     Treasurer and such other  duties as from time to time  may be assigned to
     him by the President or by the Board.

SECTION 3.6.    Other Officers.
                --------------

     The Board  may appoint such  other officers  as it  deems appropriate  to
     transacting  the  business  of  the  Corporation.   Such  officers  shall
     exercise such  powers and perform such duties as pertain to their offices
     or are assigned to them by the President or the Board.  The Board  may by
     resolution  authorize any duly appointed  officer to appoint  one or more
     officers or assistant officers.







                                         -49-<PAGE>


SECTION 3.7.    Removal.
                -------

     Any officer or agent  elected or appointed by the Board may be removed by
     the Board at any time, with  or without cause, but such removal  shall be
     without  prejudice  to the  contract rights,  if  any, of  the  person so
     removed.   Any  officer  or agent  appointed by  another  officer may  be
     removed  at any  time, with or  without cause,  by the  Board or  by such
     appointing officer.

SECTION 3.8.    Vacancies.
                ---------

     The  Board  may  fill  any  vacancy  occurring  in  the  offices  of  the
     Corporation at any regular meeting  of the Board or at a  special meeting
     of the  Board called  for that purpose.   An  officer elected  to fill  a
     vacancy shall be  elected for  the unexpired term  of his predecessor  in
     office.


              ARTICLE IV.  STOCK CERTIFICATES AND THEIR TRANSFER

SECTION 4.1.    Certificate for Shares.
                ----------------------

     The  Board will determine the form of certificates representing shares of
     the  Corporation.   Such  certificates shall  bear  the signature  (or  a
     facsimile  thereof   if  such   certificates  are  countersigned   by  an
     appropriate party in accordance with the  Act) of the President or a Vice
     President and the Secretary or an Assistant Secretary  and shall bear the
     corporate seal  or a facsimile thereof.   All stock certificates shall be
     consecutively  numbered or otherwise identified.  The name and address of
     the person  to whom  the shares represented  thereby are issued,  and the
     number  of  shares and  date  of issue,  shall  be entered  on  the stock
     transfer books of the  Corporation.  All certificates surrendered  to the
     Corporation  for transfer shall be canceled, and no new certificates will
     be issued  until the former certificate  for a like number  of shares has
     been  surrendered and  canceled, except  that a  replacement for  a lost,
     destroyed  or mutilated  certificate may  be issued  upon such  terms and
     indemnity  to  the  Corporation  as  the  Board  prescribes.    No  stock
     certificate  will be issued,  and no dividend  payment will  be made, for
     fractional shares of common stock.

SECTION 4.2.    Transfer of Shares.
                ------------------

     Transfer of shares shall be made only on the stock transfer  books of the
     Corporation by the  holder of record or by  his legal representative, who
     must furnish  evidence of authority satisfactory to  the Corporation, and
     on surrender for cancellation  of the certificate for  such shares.   The
     Corporation may  treat the holder  of record  of any share  or shares  of
     stock  as the  holder in  fact thereof  and accordingly  is not  bound to
     recognize any equitable  or other claim to or interest  in such shares on
     the part  of  any other  person,  whether or  not  it shall  have  notice
     thereof, except as  expressly provided by the laws of the Commonwealth of
     Virginia.



                                         -50-<PAGE>


                         ARTICLE V.  CONTRACTS, LOANS,
                       CHECKS, DEPOSITS AND INVESTMENTS

SECTION 5.1.    Contracts.
                ---------

     The Board  may authorize  any officer(s)  or agent(s)  to enter  into any
     contract or execute and deliver any  instrument in the name and on behalf
     of the Corporation, either generally or confined to specific instances.

SECTION 5.2.    Loans.
                -----

     No loan shall be contracted on behalf of the Corporation and no evidences
     of indebtedness  shall  be issued  in  its name  unless  authorized by  a
     resolution  of  the  Board,  either  generally or  confined  to  specific
     instances.

SECTION 5.3.    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  those officer(s)  or  agent(s) of  the  Corporation
     designated in, and in the manner determined by, resolution of the Board.

SECTION 5.4.    Deposits.
                --------

     All  funds of the Corporation  not otherwise employed  shall be deposited
     from time  to time  to  the credit  of the  Corporation  in banks,  trust
     companies or other depositories selected by the Board.


                               ARTICLE VI.  SEAL

     The Board  of Directors shall provide  a seal which shall  be circular in
form and  shall have inscribed thereon  the name of the  Corporation, state of
incorporation and the words "Corporate Seal."


                             ARTICLE VII.  BYLAWS

     Unless otherwise provided in  the Articles, these Bylaws may  be amended,
altered  or repealed and new  Bylaws adopted upon a vote  of two-thirds of the
directors present  and voting  at  a meeting  at which  a  quorum is  present,
provided that notice of the proposed amendment, alteration or  repeal shall be
given  in  writing  delivered personally  to  each  director  at his  business
address, or  by telephone, facsimile, or  telegram.  If notice  is by personal
delivery, facsimile  or telephone, the  delivery, facsimile or  telephone call
shall be  at least two  days prior to  the meetings  at which such  amendment,
alternation  or repeal is  to be considered.   If  notice is given  by mail or
telegram, such notice  shall be deposited  in the United States  mail, postage
prepaid, and addressed to  each director at his business  address or delivered
to the telephone company, as the case may be,  at least five days prior to the
meeting at which such amendment, alteration or repeal is to be considered.



                                         -51-<PAGE>


                        ARTICLE VIII.  WAIVER OF NOTICE

     Whenever  any notice  is  required to  be  given  to any  shareholder  or
director of the Corporation under the provisions of these Bylaws, the Articles
or  the Act, a  waiver thereof  in writing,  signed by  the person  or persons
entitled to  such notice,  whether before  or after  the time stated  therein,
shall be  deemed equivalent to  the giving of such  notice.  Attendance  at or
participation in any shareholders' meeting  by a shareholder, or at any  Board
or Board committee  meeting by a  director, waives any required  notice unless
objection is timely made as provided by the Act.




(SEAL)





                         _______________________________
                         Secretary





































                                         -52-<PAGE>