EXHIBIT 3.2
                                     BY-LAWS
                                       OF
                            COMSOUTH BANKSHARES, INC.
                      (As amended through August 13, 1997)
                                    ARTICLE I
                                     OFFICES

     Section 1. Office.  ComSouth Bankshares,  Inc.  (hereinafter referred to as
the corporation),  is a South Carolina corporation. The South Carolina office of
the corporation  shall be located at 1350 Main Street,  in the City of Columbia,
County of Richland, and State of South Carolina.

     Section 2.  Additional  Offices.  The corporation may also have offices and
places of  business at such other  places,  within or without the State of South
Carolina, as the Board of Directors may from time to time determine.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1. Time and Place.  The annual meeting of the  shareholders for the
election of directors and all special  meetings of shareholders  for that or for
any other purpose may be held at such time and place within or without the State
of South Carolina as shall be stated in the notice of the meeting,  or in a duly
executed waiver of notice thereof.

     Section 2. Annual Meeting. The annual meeting of shareholders shall be held
on the second Tuesday of May in each year, or on such other date as the Board of
Directors,  in  its  discretion,  shall  choose.  At  each  annual  meeting  the
shareholders  shall elect a Board of Directors and transact such other  business
as may properly be brought before the meeting.

     Section 3. Notice of Annual Meeting.  Written notice of the place, date and
hour  of the  annual  meeting  shall  be  given  personally  or by  mail to each
shareholder  entitled to vote thereat not less than ten (10) nor more than fifty
(50) days prior to the meeting.

     Section 4. Special Meetings. Special meetings of the shareholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute or by the articles
of incorporation, may be called by the president or the chairman of the Board of
Directors or a majority of the directors and shall be called by the president or
the  secretary at the request in writing of a majority of the  directors,  or at
the  request in writing of  shareholders  owning at least ten  percent  (10%) in
amount of the shares of the  corporation  issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

     Section 5. Notice of Special  Meeting.  Written notice of a special meeting
of shareholders  stating the place, date and hour of the meeting, the purpose or
purposes  for which the meeting is called,  and by or at whose  direction  it is
being issued shall be given personally or by mail to each  shareholder  entitled
to vote  thereat  not less than ten (10) nor more than  fifty (50) days prior to
the meeting.

     Section  6.  Quorum.  Except  as  otherwise  provided  by the  articles  of
incorporation,  the holders of one-third of the shares of the corporation issued
and outstanding and entitled to vote thereat present in person or represented by
proxy shall be

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necessary to and shall  constitute a quorum for the  transaction  of business at
all meetings of the shareholders.

     If, however, such quorum shall not be present or represented at any meeting
of the shareholders, the shareholders entitled to vote thereat present in person
or  represented  by proxy shall have power to adjourn  the meeting  from time to
time, until a quorum shall be present or represented.  At such adjourned meeting
at  which a  quorum  shall  be  present  or  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.

     Section 7. Voting.  At any meeting of the  shareholders  every  shareholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise provided by law or the articles of incorporation,  each shareholder
of record shall be entitled to one vote for every share of stock standing in his
name on the books of the  corporation.  All  elections  shall be determined by a
plurality  vote,  and,  except as  otherwise  provided by law or the articles of
incorporation,  all other  matters  shall be determined by vote of a majority of
the shares present or represented at such meeting and voting on such questions.

     Section 8.  Proxies.  Every  proxy must be executed in writing and dated by
the  shareholder or by his  attorney-in-fact.  No proxy shall be valid after the
expiration  of  eleven  (11)  months  from the date  thereof,  unless  otherwise
provided in the proxy.  Every proxy shall be  revocable  at the  pleasure of the
shareholder executing it,

except in those cases where an  irrevocable  proxy is  permitted  by law and the
proxy expressly states that it is irrevocable.

     Section  9.  Consents.  Whenever  by any  provision  of  law  the  vote  of
shareholders  at a meeting  thereof  is  required  or  permitted  to be taken in
connection with any corporate  action,  the meeting and vote of shareholders may
be dispensed with if all the  shareholders  who would have been entitled to vote
upon the  action if such  meeting  were held  shall  consent  in writing to such
corporate action being taken.

     Section 10.  Conduct of  Meetings.  (a) Meetings of  shareholders  shall be
presided over by the chairman of the Board of Directors  or, in his absence,  by
another director or executive officer designated by the Board of Directors.  The
presiding  officer  shall  determine all questions of order or procedure and his
rulings  shall  be  final.  (b)  The  secretary  of the  corporation,  with  the
assistance of such agents as may be designated by the secretary,  shall make all
determinations of the validity of proxies presented and ballots cast. (c) In the
event that any person or group other than the Board of  Directors  hold  proxies
for more  than 10  other  shareholders,  any  vote  taken  with  respect  to any
contested matter determined to be such by the presiding officer,  shall be taken
in the following manner:

     (i)  Shareholders  wishing to vote in person shall obtain  ballots from the
          secretary  and  cast  their  votes.  After a period  determined  to be
          reasonable by the presiding officer, no further voting in person shall
          be permitted.

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     (ii) Thereafter,  persons  holding  proxies  shall obtain a ballot from the
          secretary  which  shall be in a form to  permit  the  votes  cast with
          respect  to each  appointment  of proxy to be  identified  as such and
          shall fill out such ballot,  and return it together  with the original
          appointments of proxies to the secretary. After a period determined to
          be reasonable by the presiding officer,  the polls shall be closed and
          no further voting on the question shall be allowed.

     (iii)If the  number of proxies  held by  persons  or groups  other than the
          Board  of  Directors  is  high,  the  presiding   officer  may,  after
          consultation  with the  secretary  adjourn  the  meeting  for up to 72
          hours, to permit the counting of the votes;  provided,  however,  that
          the presiding  officer may, in his discretion,  permit other business,
          including the casting of other votes,  to be transacted,  prior to any
          such adjournment.

                                   ARTICLE III
                                    DIRECTORS

     Section 1. Number;  Tenure.  The number of directors which shall constitute
the entire Board of Directors  shall be set by the Board of Directors  but shall
be not less  than 9 and not more  than 12.  Directors  shall be  elected  at the
annual  meeting of the  shareholders,  except as  provided  in Section 3 of this
Article III, and each director shall be elected to serve until his successor has
been elected and has qualified.

     Section  2.  Resignation;  Removal.  Any  director  may resign at any time.
Eighty  percent  of the  shareholders  entitled  to  vote  for the  election  of
directors may remove a director, with or without cause.

     Section 3.  Vacancies.  If any vacancies occur in the Board of Directors by
reason of the death, resignation,  retirement,  disqualification or removal from
office of any  director,  all of the directors of the same class then in office,
although  less  than a  quorum,  may by  majority  vote  choose a  successor  or
successors,  and the directors so chosen shall hold office until the next annual
meeting of the shareholders and until their successors shall be duly elected and
qualified,  unless sooner displaced;  provided, however, that if in the event of
any such vacancy the directors  remaining in office shall be unable, by majority
vote, to fill such vacancy  within thirty (30) days of the  occurrence  thereof,
the president or the secretary may call a special meeting of the shareholders at
which such vacancy shall be filled.  Newly created  directorships  may be filled
only by the shareholders at an annual or special meeting.

                                   ARTICLE IV
                              MEETINGS OF THE BOARD

     Section  1.  Place.  The Board of  Directors  of the  corporation  may hold
meetings,  both regular and special, either within or without the State of South
Carolina.

     Section 2. First Meeting.  The first meeting of each newly elected Board of
Directors shall be held at such time and place as

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shall be fixed by the vote of the  shareholders  at the annual  meeting,  and no
notice of such  meeting to the newly  elected  directors  shall be  necessary in
order to  constitute  the meeting,  provided a quorum  shall be present.  In the
event of the failure of the shareholders to fix the time and place of such first
meeting of the newly elected Board of Directors, or in the event such meeting is
not held at the time and place so fixed by the shareholders,  the meeting may be
held at a time and place as shall be specified in a notice given as  hereinafter
provided for special meetings of the Board of Directors or as shall be specified
in a duly executed waiver of notice thereof.

     Section 3. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.

     Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board,  if any, or by the president on two days
notice to each director,  either  personally or by mail or by telegram.  Special
meetings shall be called by the chairman,  president or secretary in like manner
and on like notice at the written request of two directors.

     Section 5. Quorum. At all meetings of the Board of Directors, a majority of
the directors  then in office shall be necessary to and  constitute a quorum for
the transaction of business, and the vote of a majority of the directors present
at the time of the vote if a quorum is present  shall be the act of the Board of
Directors. If a quorum shall not be present at any

meeting of the Board of Directors, the directors present thereat may adjourn the
meeting  from time to time until a quorum  shall be present.  Notice of any such
adjournment  shall be given to any  directors  who were not present and,  unless
announced at the meeting, to the other directors.

     Section 6. Compensation.  Directors,  as such, shall not receive any stated
salary for their services,  but, by resolution of the Board of Directors a fixed
fee and expenses of  attendance,  if any, may be allowed for  attendance at each
regular or  special  meeting of the board (or of any  committee  of the  board),
provided  that  nothing  herein  contained  shall be  construed  to preclude any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.

                                    ARTICLE V
                                     NOTICES

     Section 1. Form;  Delivery.  Notices to directors and shareholders shall be
in writing and may be delivered  personally  or by mail or  telegram.  Notice by
mail shall be deemed to be given at the time when  deposited  in the post office
or a letter box, in a post-paid  sealed wrapper,  and addressed to the directors
or  the  shareholders  at  their  addresses  appearing  on  the  records  of the
corporation.

     Section  2.  Waiver.  Whenever  a  notice  is  required  to be given by any
statute,  the certificate of incorporation or these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated

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therein, shall be deemed equivalent to such notice. In addition, any shareholder
attending a meeting of  shareholders  in person or by proxy  without  protesting
prior to the  conclusion  of the meeting the lack of notice  thereof to him, and
any director  attending a meeting of the Board of Directors  without  protesting
prior  to the  meeting  or at its  commencement  such  lack of  notice  shall be
conclusively deemed to have waived notice of such meeting.

                                   ARTICLE VI
                                    OFFICERS

     Section 1. Executive  Officers.  The executive  officers of the corporation
shall be a President, Secretary, Treasurer and one or more Vice Presidents.

     Section 2. Authority and duties.  All officers,  as between  themselves and
the  corporation,  shall have such  authority  and  perform  such  duties in the
management of the  corporation as may be provided by these  by-laws,  or, to the
extent not so provided,  by the Board of  Directors.  If the  president is not a
director, the president shall attend all meetings of the Board of Directors.

     Section 3. Term of Office;  Removal.  All officers  shall be elected by the
Board of Directors  and shall hold office for such term as may be  prescribed by
the Board.  Any officer elected or appointed by the Board may be removed with or
without cause at any time by the Board.

     Section  4.   Compensation.   The  compensation  of  all  officers  of  the
corporation shall be fixed by the Board of Directors and the

compensation  of agents  shall  either be so fixed or shall be fixed by officers
thereunto duly authorized.

     Section 5. Vacancies. If an office becomes vacant for any reason, the Board
of Directors shall fill such vacancy. Any officer so appointed or elected by the
Board shall serve only until such time as the unexpired term of his  predecessor
shall have expired unless re-elected or reappointed by the Board.

                                   ARTICLE VII
                               SHARE CERTIFICATES

     Section 1. Form; Signature.  The certificates for shares of the corporation
shall be in such form as shall be determined by the Board of Directors and shall
be numbered  consecutively  and entered in the books of the  corporation as they
are issued.  Each certificate shall exhibit the registered holder's name and the
number,  par value, and class of shares, and shall be signed by the president or
a vice-president and the secretary or an assistant secretary, and shall bear the
seal of the corporation or a facsimile  thereof.  Where any such  certificate is
countersigned  by a transfer agent, or registered by a registrar,  the signature
of any such officer may be a facsimile signature. In case any officer who signed
or whose facsimile  signature or signatures were placed on any such  certificate
shall have ceased to be such officer before such  certificate is issued,  it may
nevertheless  be issued by the  corporation  with the same  effect as if he were
such officer at the date of issue.

     Section 2. Lost Certificates. The Board of Directors may direct a new share
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed,  upon the compliance of notice, affidavit and bond requirements of S.
C. Code ss.33-9-130.

     Section 3.  Registration of Transfer.  Upon surrender to the corporation or
any transfer agent of the  corporation of a certificate for shares duly endorsed
or  accompanied  by proper  evidence of  succession,  assignment or authority to
transfer,  it shall be the duty of the  corporation  or such  transfer  agent to
issue  a new  certificate  to  the  person  entitled  thereto,  cancel  the  old
certificate and record the transaction upon its books.

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     Section 4. Registered  Shareholders.  Except as otherwise  provided by law,
the  corporation  shall be entitled to recognize the exclusive right of a person
registered  on its books as the owner of shares to  receive  dividends  or other
distributions,  and to vote as such  owner,  and to hold  liable  for  calls and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or legal claim to or interest in such
share or shares on the part of any other person.

     Section 5. Record date.  For the purpose of  determining  the  shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment  thereof,  or to express  consent to or  dissent  from any  proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive payment of any

dividend or the allotment of any rights,  or for the purpose of any other action
affecting  the  interests of  shareholders,  the board of Directors  may fix, in
advance,  a record  date.  Such date  shall not be more than fifty (50) nor less
than ten (10) days before the date of any such meeting,  and not more than fifty
(50) days prior to any other action.

     In each such case,  except as otherwise  provided by law, only such persons
as shall be  shareholders  of record on the date so fixed  shall be  entitled to
notice of, and to vote at,  such  meeting  and any  adjournment  thereof,  or to
express such consent or dissent, or to receive payment of such dividend, or such
allotment of rights,  or  otherwise to be  recognized  as  shareholders  for the
related purpose,  notwithstanding  any registration of transfer of shares on the
books of the corporation after any such record date so fixed.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Annual  Statement.  The Board of Directors shall present at each
annual meeting,  and at any special meeting of the shareholders  when called for
by vote of the  shareholders,  a full and clear  statement  of the  business and
condition  of the  corporation  (including  a  balance  sheet,  profit  and loss
statement  and  statement  of surplus  prepared  in  accordance  with  generally
accepted   principles  of  accounting  and  certified  by   independent   public
accountants).

     Section 2. Instruments Under Seal. All deeds, bonds, mortgages,  contracts,
and  other  instruments  requiring  a seal  may be  signed  in the  name  of the
corporation  by the  president or by any other  officer  authorized to sign such
instrument by the Board of Directors.

     Section 3. Checks,  etc. All checks or demands for money and notes or other
instruments  evidencing  indebtedness or obligations of the corporation shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

     Section 4. Fiscal Year. The fiscal year of the  corporation  shall be fixed
by  resolution  of the Board of  Directors  and shall  begin on the first day of
January and end on the last day of December in each calendar year.

     Section 5. Seal. The corporate  seal shall have inscribed  thereon the name
of the  corporation  and shall be in such form as is  determined by the Board of
Directors.  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or otherwise reproduced.

     Section 6.  Repurchase of Shares.  The corporation  shall not,  directly or
indirectly,  acquire the common  stock of any  shareholder  who is the record or
beneficial  owner of 1% or more of the  corporation's  outstanding  shares  (the
"Interested  Shareholder")  at a price in excess of such  stock's Book Value (as
hereafter  defined) unless the corporation  offers to acquire,  on substantially
the same terms and conditions, a percentage of the shares of common stock

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held by each other  shareholder  which is  equivalent  to the  percentage of the
shares of the  Interested  Shareholder  to be acquired.  As used  herein,  "Book
Value" means the book value of the common  stock,  based upon the  corporation's
balance  sheet as of the end of the last  fiscal  quarter  preceding  the  stock
acquisition.  This  section  shall not,  however,  apply to (a) any  acquisition
pursuant to the exercise of, or in settlement of,  dissenter's  rights;  (b) any
acquisition pursuant to the order of any court or regulatory  authority;  or (c)
any acquisition in settlement of any claim related to the purchase of such stock
by the Interested Shareholder.

     Section 7. Sale of assets. No substantial asset of the corporation shall be
sold  unless the terms of such sale shall  have been  approved  in advance by at
least two-thirds of the full Board of Directors of the corporation. For purposes
of this Section,  "substantial asset" shall mean and be limited to any asset the
value of which,  as reflected on the balance sheet of the  corporation,  exceeds
one-fourth of the total value of all assets of the  corporation  as reflected on
the balance sheet of the corporation.

                                   ARTICLE IX
                                   AMENDMENTS

     Section 1. Power to Amend.  The Board of Directors  shall have the power to
amend,  repeal or adopt by-laws at any regular or special  meeting of the Board.
No such  amendment,  repeal or adoption of a bylaw  provision shall be effective
unless it shall

have been  consented to by two-thirds  of the full Board of Directors.  However,
any  by-law  adopted  by the Board may be  amended  or  repealed  by vote of the
holders of shares entitled at the time to vote for the election of directors.

     Section 2. Amendment Affecting Election of Directors; Notice. If any by-law
is adopted,  amended or  repealed by the Board,  there shall be set forth in the
notice of the next meeting of  shareholders  for the  election of directors  the
by-law so adopted, amended or repealed, together with a concise statement of the
changes  made.  Any notice of  meeting of  directors  or  shareholders  at which
by-laws are to be  adopted,  amended or repealed  shall  include  notice of such
proposed action.

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