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                                                                     EXHIBIT 3.3

                                    BY-LAWS
                                       OF
                    TEKGRAF REINCORPORATION SUBSIDIARY, INC.
                             (A Georgia Corporation)
                             -----------------------

                                    ARTICLE I
                            Meetings of Shareholders

   Section 1. Annual Meeting. The annual meeting of the Shareholders of TEKGRAF
        REINCORPORATION SUBSIDIARY, INC., hereinafter called the "Corporation",
        for the election of directors and for the transaction of such other
        business as may come before the meeting shall be held in the 5th month
        following the close of the Corporation's fiscal year, at such date and
        time as shall be designated by the Board or Chairman of the Board or the
        President, or at such other date and time as the Board shall designate.

   Section 2. Special Meeting. Special Meetings of the Shareholders, unless
        otherwise prescribed by statute, may be called at any time by the Board
        or the Chairman of the Board or the President. The Board of Directors
        shall call a special meeting of the Shareholders when requested in
        writing by Shareholders holding not less than 20% of the outstanding
        stock of the corporation; such written request shall state the object of
        the meeting proposed to be held.

   Section 3. Notice of Meetings. Notice of the place, date and time of the
        holding of each annual and special meeting of the Shareholders and, in
        the case of a special meeting, the purpose or purposes thereof shall be
        given personally or by mail in a postage prepaid envelope to each
        Shareholder entitled to vote at such meeting, not less than ten (10) nor
        more than sixty (60) days before the date of such meeting, and, if
        mailed, it shall be directed to such Shareholder at his address as it
        appears on the records of the Corporation, unless he shall have filed
        with the Secretary of the Corporation a written request that notices to
        him be mailed to some other address, in which case it shall be directed
        to him at some other address. If mailed, such notice shall be deemed to
        be delivered when deposited in United States mail so addressed with
        postage thereon prepaid. Notice of any meeting of Shareholders shall not
        be required to be given to any Shareholder who shall attend such meeting
        in person or by proxy and shall not, at the beginning of such meeting,
        object to the transaction of any business because the meeting is not
        lawfully called or convened, or who shall, either before or after the
        meeting, submit a signed waiver of notice, in person or by proxy. Unless
        the Board shall fix after the adjournment a new record date for an
        adjourned meeting, notice of such adjourned meeting need not be given if
        the time and place to which the meeting shall be adjourned were
        announced at the meeting at which the adjournment is taken. At the
        adjourned meeting the Corporation may transact any business which might
        have been transacted at the original meeting. If the adjournment is for
        more than thirty days, or if after the adjournment a new record date is
        fixed for the adjourned meeting, a notice of the adjourned meeting shall
        be given to each Shareholder of record entitled to vote at the meeting.

   Section 4. Place of Meetings. Meetings of the Shareholders may be held at
        such place, within or without the State of Georgia, as the Board or
        other officer calling the same shall specify in the notice of such
        meeting, or in a duly executed waiver of notice thereof.

   Section 5. Quorum. At all meetings of the Shareholders, the holders of a
        majority of the votes of the shares of stock of the Corporation issued
        and outstanding and entitled to vote shall be present in person or by
        proxy to constitute a quorum for the transaction of any business, except
        when Shareholders are required to vote by class, in which event a
        majority of the issued and outstanding shares of the appropriate class
        shall be



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        present in person or by proxy, or except as otherwise provided by
        statute or in the Articles of Incorporation. In the absence of a quorum,
        the holders of a majority of the votes of the shares of stock present in
        person or by proxy and entitled to vote, or if no Shareholder entitled
        to vote is present, then any officer of the Corporation may adjourn the
        meeting from time to time. At any such adjourned meeting at which a
        quorum may be present any business may be transacted which might have
        been transacted at the meeting as originally called.

   Section 6. Organization. At each meeting of the Shareholders the Chairman of
        the Board, or in his absence or inability to act, the President, or in
        the absence or inability to act of the Chairman of the Board and the
        President, a Vice President, or in the absence of all the foregoing, any
        person chosen by a majority of those Shareholders present, shall act as
        chairman of the meeting. The Secretary, or, in his absence or inability
        to act, the Assistant Secretary or any person appointed by the chairman
        of the meeting, shall act as secretary of the meeting and keep the
        minutes thereof.

   Section 7. Order of Business.  The order of business at all meetings of the
        Shareholders shall be as determined by the chairman of the meeting.

   Section 8. Voting. Except as otherwise provided by statute, the Articles of
        Incorporation, or any certificate duly filed in the office of the
        Secretary of State of Georgia, each holder of record of shares of stock
        of the Corporation having voting power shall be entitled at each meeting
        of the Shareholders to one vote for every share of such stock standing
        in his name on the record of Shareholders of the Corporation on the date
        fixed by the Board as the record date for the determination of the
        Shareholders who shall be entitled to notice of and to vote at such
        meeting; or if such record date shall not have been so fixed, then at
        the close of business on the day next preceding the day on which the
        meeting is held; or each Shareholder entitled to vote at any meeting of
        Shareholders may authorize another person or persons to act for him by a
        proxy signed by such Shareholder or his attorney-in-fact. Any such proxy
        shall be delivered to the secretary of such meeting at or prior to the
        time designated in the order of business for so delivering such proxies.
        No proxy shall be valid after the expiration of three years 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. Except as
        otherwise provided by statute, these By-Laws, or the Articles of
        Incorporation, any corporate action to be taken by vote of the
        Shareholders shall be authorized by a majority of the total votes, or
        when Shareholders are required to vote by class by a majority of the
        votes of the appropriate class, cast at a meeting of Shareholders by the
        holders of shares present in person or represented by proxy and entitled
        to vote on such action. Unless required by statute, or determined by the
        chairman of the meeting to be advisable, the vote on any question need
        not be by written ballot. On a vote by written ballot, each ballot shall
        be signed by the Shareholder voting, or by his proxy, if there be such
        proxy, and shall state the number of shares voted.

   Section 9. List of Shareholders. The officer who has charge of the stock
        ledger of the Corporation, or the transfer agent of the Corporation's
        stock, if there be one then acting, shall prepare and make, at least ten
        days before every meeting of Shareholders, a complete list of the
        Shareholders entitled to vote at the meeting, arranged in alphabetical
        order, and showing the address of each Shareholder and the number of
        shares registered in the name of each Shareholder. Such list shall be
        open to the examination of any Shareholder, for any purpose germane to
        the meeting, during ordinary business hours, for a period of at least
        ten days prior to the meeting, either at a place within the city where
        the meeting is to be held, at the place where the meeting is to be held,
        or at the office of the transfer agent. The list shall also be produced
        and kept at the time and place of the meeting during the whole time
        thereof, and may be inspected by any Shareholder who is present.

   Section 10. Inspectors. The Board may, in advance of any meeting of
        Shareholders, appoint one or more inspectors to act at such meeting or
        any adjournment thereof. If the inspectors shall not be so appointed or
        if any of them shall fail to appear or act, the chairman of the meeting
        may, and on the request of any Shareholder entitled to vote thereat
        shall, appoint inspectors. Each inspector, before entering upon the
        discharge of his duties, shall take and sign an oath faithfully to
        execute the duties of inspector at such

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        meeting with strict impartiality and according to the best of his
        ability. The inspectors shall determine the number of shares 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 result,
        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
        or any Shareholder entitled to vote thereat, the inspectors shall make a
        report in writing 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 inspector of an
        election of directors. Inspectors need not be Shareholders.

   Section 11. Consent of Shareholders in Lieu of Meeting. Unless otherwise
        provided in the Articles of Incorporation, any action required by
        Section 14-2-704 of the Georgia Business Corporation Code, to be taken
        at any annual or special meeting of such Shareholders, may be taken
        without a meeting, without prior notice and without a vote, if a consent
        or consents in writing, setting forth the action so taken, shall be
        signed by the holders of outstanding stock having not less than the
        minimum number of votes that would be necessary to authorize or take
        such action at a meeting at which all shares entitled to vote thereon
        were present and voted and shall be delivered to the corporation by
        delivery to its registered office in this State, its principal place of
        business, or an officer or agent of the corporation having custody of
        the book in which proceedings of meetings of Shareholders are recorded.
        Delivery made to a corporation's registered office shall be by hand or
        by certified or registered mail, return receipt requested.


                                   ARTICLE II
                               Board of Directors

   Section 1. General Powers. The business and affairs of the Corporation shall
        be managed by the Board. The Board may exercise all such authority and
        powers of the Corporation and do all such lawful acts and things as are
        not by statute or the Articles of Incorporation or by these By-Laws
        directed or required to be exercised or done by the Shareholders.

   Section 2. Number, Qualifications, Election and Term of Office. The number of
        directors of the Corporation shall be fixed from time to time by the
        vote of a majority of the entire Board then in office and the number
        thereof may thereafter by like vote be increased or decreased to such
        greater or lesser number (not less than three) as may be so provided,
        subject to the provisions of Section 11 of this Article II. All of the
        directors shall be of full age and need not be Shareholders. Except as
        otherwise provided by statute or these By-Laws, the directors shall be
        elected at the annual meeting of the Shareholders for the election of
        directors at which a quorum is present, and the persons receiving a
        plurality of the votes cast at such meeting shall be elected. Each
        director shall hold office until the next annual meeting of the
        Shareholders and until his successor shall have been duly elected and
        qualified, or until his death, or until he shall have resigned, or have
        been removed, as hereinafter provided in these By-Laws, or as otherwise
        provided by statute or the Articles of Incorporation.

   Section 3. Place of Meetings. Meetings of the Board may be held at such
        place, within or without the State of Georgia, as the Board may from
        time to time determine or as shall be specified in the notice or waiver
        of notice of such meeting.

   Section 4. Annual Meeting. The Board shall meet for the purpose of
        organization, the election of officers and the transaction of other
        business, as soon as practicable after each annual meeting of the
        Shareholders, on the same day and at the same place where such annual
        meeting shall be held. Notice of such meeting need not be given. Such
        meeting may be held at any other time or place (within or without the
        State of Georgia) which shall be specified in a notice thereof given as
        hereinafter provided in Section 7 of this Article II.


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   Section 5.  Regular Meetings.  Regular meetings of the Board shall be held
        at such time and place as the Board may from time to time determine. If
        any day fixed for a regular meeting shall be a legal holiday at the
        place where the meeting is to be held, then the meeting which would
        otherwise be held on that day shall be held at the same hour on the next
        succeeding business day. Notice of regular meetings of the Board need
        not be given except as otherwise required by statute or these By-Laws.

   Section 6.  Special Meetings.  Special meetings of the Board may be called
        by two or more directors of the Corporation or by the Chairman of the
        Board or the President.

   Section 7. Notice of Meetings. Notice of each special meeting of the Board
        (and of each regular meeting for which notice shall be required) shall
        be given by the Secretary as hereinafter provided in this Section 7, in
        which notice shall be stated the time and place (within or without the
        State of Georgia) of the meeting. Notice of each such meeting shall be
        delivered to each director either personally or by telephone, telegraph,
        cable or wireless, at least twenty-four hours before the time at which
        such meeting is to be held or by first-class mail, postage prepaid,
        addressed to him at his residence, or usual place of business, at least
        three days before the day on which such meeting is to be held. If
        mailed, such notice shall be deemed to be delivered when deposited in
        the United States mail. Notice of any such meeting need not be given to
        any director who shall, either before or after the meeting, submit a
        signed waiver of notice or who shall attend such meeting protesting,
        prior to or at its commencement, the lack of notice to him. Except as
        otherwise specifically required by these By-Laws, a notice or waiver of
        notice of any regular or special meeting need not state the purposes of
        such meeting.

   Section 8. Quorum and Manner of Acting. A majority of the entire Board shall
        be present in person at any meeting of the Board in order to constitute
        a quorum for the transaction of business at such meeting, and, except as
        otherwise expressly required by statute or the Articles of
        Incorporation, the act of a majority of the directors present at any
        meeting at which a quorum is present shall be the act of the Board. Any
        one or more members of the Board or any committee thereof may
        participate in a meeting of the Board or such committee by means of a
        conference telephone or similar communications equipment allowing all
        participants in the meeting to hear each other at the same time and
        participation by such means shall constitute presence in person at a
        meeting. In the absence of a quorum at any meeting of the Board, a
        majority of the directors present thereat, or if no director be present,
        the Secretary, may adjourn such meeting to another time and place, or
        such meeting, unless it be the annual meeting of the Board, need not be
        held. At any adjourned meeting at which a quorum is present, any
        business may be transacted which might have been transacted at the
        meeting as originally called. Except as provided in Article III of these
        By-Laws, the directors shall act only as a Board and the individual
        directors shall have no power as such.

   Section 9. Organization. At each meeting of the Board, the Chairman of the
        Board (or, in his absence or inability to act, the President, or, in his
        absence or inability to act, another director chosen by a majority of
        the directors present) shall act as chairman of the meeting and preside
        thereat. The Secretary (or, in his absence or inability to act, any
        person appointed by the chairman) shall act as secretary of the meeting
        and keep the minutes thereof.

   Section 10. Resignations. Any director of the Corporation may resign at any
        time by giving written notice of his resignation to the Board or
        Chairman of the Board or the President or the Secretary. Any such
        resignation shall take effect at the time specified therein or, if the
        time when it shall become effective shall not be specified therein,
        immediately upon its receipt; and unless otherwise specified therein,
        the acceptance of such resignation shall not be necessary to make it
        effective.

   Section 11. Vacancies. Vacancies, including newly created directorships, may
        be filled by a majority of the directors then in office, including those
        who have so resigned, shall have power to fill such vacancy or
        vacancies, the vote thereon to take effect when such resignation or
        resignations shall become effective, and each director so chosen shall
        hold office as provided in this section for the filling of other
        vacancies.


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   Section 12. Removal of Directors.  Except as otherwise provided in the
        Articles of Incorporation or in these By-Laws, any director may be
        removed, either with or without cause, at any time, by the affirmative
        vote of a majority of the votes of the issued and outstanding shares of
        stock entitled to vote for the election of the Shareholders called and
        held for that purpose, or by a majority vote of the Board of Directors
        at a meeting called for such purpose, and the vacancy in the Board
        caused by any such removal may be filled by such Shareholders or
        directors, as the case may be, at such meeting, and if the Shareholders
        shall fail to fill such vacancy, such vacancy shall be filled in the
        manner as provided by these By-Laws.

   Section 13. Compensation. The Board shall have authority to fix the
        compensation, including fees and reimbursement of expenses, of directors
        for services to the Corporation in any capacity, provided no such
        payment shall preclude any director from serving the Corporation in any
        other capacity and receiving compensation therefor.

   Section 14. Action by the Board. To the extent permitted under the laws of
        the State of Georgia, any action required or permitted to be taken at
        any meeting of the Board or of any committee thereof may be taken
        without a meeting if all members of the Board or committee, as the case
        may be, consent thereto in writing, and the writing or writings are
        filed with the minutes of the proceedings of the Board or committee.

                                   ARTICLE III
                         Executive and Other Committees

   Section 1. Executive and Other Committees. The Board may, by resolution
        passed by a majority of the whole Board, designate one or more
        committees, each committee to consist of two or more of the directors of
        the Corporation. The Board may designate one or more directors as
        alternate members of any committee, who may replace any absent or
        disqualified member at any meeting of the Committee. Any such committee,
        to the extent provided in the resolution, shall have and may exercise
        the powers of the Board in the management of the business and affairs of
        the Corporation, and may authorize the seal of the Corporation to be
        affixed to all papers which may require it; provided, however, that in
        the absence or disqualification of any member of such committee or
        committees, the member or members thereof present at any meeting and not
        disqualified from voting, whether or not he or they constitute a quorum,
        may unanimously appoint another member of the Board to act at the
        meeting in the place of any such absent or disqualified member. Each
        committee shall keep minutes of its proceedings and shall report such
        minutes to the Board when required. All such proceedings shall be
        subject to revision or alteration by the Board, provided, however, the
        third parties shall not be prejudiced by such revision or alteration.

   Section 2. General. A majority of any committee may determine its action and
        fix the time and place of its meetings, unless the Board shall otherwise
        provide. Notice of such meetings shall be given to each member of the
        committee in the manner provided for in Article II, Section 7. The Board
        shall have the power at any time to fill vacancies in, to change the
        membership of, or to dissolve any such committee. Nothing herein shall
        be deemed to prevent the Board from appointing one or more committees
        consisting in whole or in part of persons who are directors of the
        Corporation; provided, however, that no such committee shall have or may
        exercise any authority of the Board.

                                   ARTICLE IV
                                    Officers

   Section 1. Number and Qualifications. The officers of the Corporation shall
        include the Chairman of the Board, the President, one or more Vice
        Presidents (one or more of whom may be designated Executive Vice
        President or Senior Vice President), the Treasurer, and the Secretary.
        Any two or more offices may be held by the same person. Such officers
        shall be elected from time to time by the Board, each to hold office
        until the meeting of the Board following the next annual meeting of the
        Shareholders, or until his successor shall have been duly elected and
        shall have qualified, or until his death, or until he shall have
        resigned, or have been removed, as hereinafter provided in these
        By-Laws. The Board may from time to time elect a Vice Chairman of the
        Board, and the Board may from time to time elect, or the Chairman of 

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        the Board, or the President may appoint, such other officers (including
        one or more Assistant Vice Presidents, Assistant Secretaries, and
        Assistant Treasurers), as may be necessary or desirable for the business
        of the Corporation. Such other officers and agents shall have such
        duties and shall hold their offices for such terms as may be prescribed
        by the Board or by the Board or by the appointing authority.

   Section 2. Resignation. Any officer of the Corporation may resign at any time
        by giving written notice of his resignation to the Board, the Chairman
        of the Board, the President or the Secretary. Any such resignation shall
        take effect at the time specified therein or, if the time when it shall
        become effective shall not be specified therein, immediately upon its
        receipt; and unless otherwise specified therein, the acceptance of such
        resignation shall not be necessary to make it effective.

   Section 3. Removal. Any officer or agent of the Corporation may be removed,
        either with or without cause, at any time, by the vote of the majority
        of the entire Board at any meeting of the Board or, except in the case
        of an officer or agent elected or appointed by the Board, by the
        Chairman of the Board or the President. Such removal shall be without
        prejudice to the contractual rights, if any, of the person so removed.

   Section 4. Vacancies. A vacancy in any office, whether arising from death,
        resignation, removal or any other cause, may be filled for the unexpired
        portion of the term of the office which shall be vacant, in the manner
        prescribed in these By-Laws for the regular election or appointment to
        such office.

   Section 5. a. The Chairman of the Board. The Chairman of the Board, if one be
        elected, shall, if present, preside at each meeting of the Shareholders
        and of the Board and shall be an ex officio member of all committees of
        the Board. He shall perform all duties incident to the office of
        Chairman of the Board and such other duties as may from time to time be
        assigned to him by the Board.

              b. The Vice Chairman of the Board.  The Vice Chairman of the 
                 Board, if one be elected, shall have such powers and perform
                 all such duties as from time to time may be assigned to him by
                 the Board or the Chairman of the Board and, unless otherwise
                 provided by the Board, shall in the case of the absence or
                 inability to act of the Chairman of the Board, perform the
                 duties of the Chairman of the Board and when so acting shall
                 have all the powers of, and be subject to all the restrictions
                 upon, the Chairman of the Board.

   Section 6. The President. The President shall be the chief operating and
        executive officer of the Corporation and shall have general and active
        supervision and direction over the business and affairs of the
        Corporation and over its several officers, subject, however, to the
        direction of the Chairman of the Board and the control of the Board. If
        no Chairman of the Board is elected, or at the request of the Chairman
        of the Board, or in the case of his absence or inability to act, unless
        there be a Vice Chairman of the Board so designated to act, the
        President shall perform the duties of the Chairman of the Board and when
        so acting shall have all the powers of, and be subject to all the
        restrictions upon, the Chairman of the Board. He shall perform all
        duties incident to the office of the President and such other duties as
        from time to time may be assigned to him by the Board or the Chairman of
        the Board.

   Section 7. Vice Presidents. Each Executive Vice President, each Senior Vice
        President and each Vice President shall have such powers and perform all
        such duties as from time to time may be assigned to him by the Board,
        the Chairman of the Board, or the President. They shall, in the order of
        their seniority, have the power and may perform the duties of the
        Chairman of the Board and the President.

   Section 8. The Treasurer. The Treasurer shall be the chief financial officer
        of the Corporation and shall exercise general supervision over the
        receipt, custody and disbursement of Corporate funds. He shall have such
        further powers and duties as may be conferred upon him from time to time
        by the President or the Board of Directors. He shall perform the duties
        of controller if no one is elected to that office.

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   Section 9.  The Secretary.  The Secretary shall:

                    (a) keep or cause to be kept in one or more books provided
               for the purpose, the minutes of all meetings of the Board, the
               committees of the Board and the Shareholders;
                    (b) see that all notices are duly given in accordance with
               the provisions of these By-Laws and as required by law;
                    (c) be custodian of the records and the seal of the
               Corporation and affix and attest the seal to all stock
               certificates of the Corporation (unless the seal be a facsimile,
               as hereinafter provided) and affix and attest the seal to all
               other documents to be executed on behalf of the Corporation under
               its seal;
                    (d) see that the books, reports, statements, certificates
               and other documents and records required by law to be kept and
               filed are properly kept and filed, and
                    (e) in general, perform all the duties incident to the
               office of Secretary and such other duties as from time to time
               may be assigned to him by the Board, the Chairman of the Board,
               or the President.

   Section 10. Officer's Bonds or Other Security. If required by the Board, any
        officer of the Corporation shall give a bond or other security for the
        faithful performance of his duties, in such amount and with such surety
        or sureties as the Board may require.

   Section 11. Compensation. The compensation of the officers of the Corporation
        for their services as such officers shall be fixed from time to time by
        the Board, provided, however, that the Board may delegate to the
        Chairman of the Board or the President the power to fix the compensation
        of officers and agents appointed by the Chairman of the Board or the
        President, as the case may be. An officer of the Corporation shall not
        be prevented from receiving compensation by reason of the fact that he
        is also a director of the Corporation, but any such officer who shall
        also be a director shall not have any vote in the determination of the
        amount of compensation paid to him.

                                    ARTICLE V
                                 Indemnification

        The Corporation shall, to the fullest extent permitted by the laws of 
the state of incorporation, indemnify any and all persons whom it shall have
power to indemnify against any and all costs, expenses, liabilities or other
matters incurred by them by reason of having been officers or directors of the
Corporation, any subsidiary of the Corporation or of any other corporation for
which he acted as officer or director at the request of the Corporation.

                                   ARTICLE VI
                  Contracts, Checks, Drafts, Bank Account, etc.

   Section 1. Execution of Contracts. Except as otherwise required by statute,
        the Articles of Incorporation or these By-Laws, any contracts or other
        instruments may be executed and delivered in the name and on behalf of
        the Corporation by such officer or officers (including any assistant
        officer) of the Corporation as the Board may from time to time direct.
        Such authority may be general or confined to specific instances as the
        Board may determine. Unless authorized by the Board or expressly
        permitted by these By-Laws, an officer or agent or employee shall not
        have any power or authority to bind the Corporation by any contract or
        engagement or to pledge its credit or to render it pecuniarily liable
        for any purpose or to any amount.

   Section 2. Loans. Unless the Board shall otherwise determine, either (a) the
        Chairman of the Board, the Vice Chairman of the Board or the President,
        singly, or (b) a Vice President, together with the Treasurer, may effect
        loans and advances at any time for the Corporation or guarantee any
        loans and advances to any subsidiary of the Corporation, from any bank,
        trust company or other institution, or from any firm, corporation or
        individual, and for such loans and advances may make, execute and
        deliver promissory

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        notes, bonds or other certificates or evidences of indebtedness of the
        Corporation, or guarantee of indebtedness of subsidiaries of the
        Corporation, but no officer or officers shall mortgage, pledge,
        hypothecate or transfer any securities or other property of the
        Corporation, except when authorized by the Board.

   Section 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
        other orders for the payment of money out of the funds of the
        Corporation, and all notes or other evidences of indebtedness of the
        Corporation, shall be signed in the name and on behalf of the
        Corporation by such persons and in such manner as shall from time to
        time be authorized by the Board.

   Section 4. Deposits. All funds of the Corporation not otherwise employed
        shall be deposited from time to time to the credit of the Corporation in
        such banks, trust companies or other depositories as the Board may from
        time to time designate or as may be designated by any officer or
        officers of the Corporation to whom such power of designation may from
        time to time be delegated by the Board. For the purpose of deposit and
        for the purpose of collection for the account of the Corporation,
        checks, drafts and other orders for the payment of money which are
        payable to the order of the Corporation may be endorsed, assigned and
        delivered by any officer or agent of the Corporation, or in such manner
        as the Board may determine by resolution.

   Section 5. General and Special Bank Accounts. The Board may from time to time
        authorize the opening and keeping of general and special bank accounts
        with such banks, trust companies or other depositories as the Board may
        designate or as may be designated by any officer or officers of the
        Corporation to whom such power of designation may from time to time be
        delegated by the Board. The Board may make such special rules and
        regulations with respect to such bank accounts, not inconsistent with
        the provisions of these By-Laws, as it may deem expedient.

   Section 6. Proxies in Respect of Securities of Other Corporations. Unless
        otherwise provided by resolution adopted by the Board of Directors, the
        Chairman of the Board, the President, or a Vice President may from time
        to time appoint an attorney or attorneys or agent or agents, of the
        Corporation, in the name and on behalf of the Corporation to cast the
        votes which the Corporation may be entitled to cast as the holder of
        stock or other securities in any other corporation, any of whose stock
        or other 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, in the name of the Corporation as such holder, to
        any action by such other corporation, and 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 in the name and on
        behalf of the Corporation and under its corporate seal, or otherwise,
        all such written proxies or other instruments as he may deem necessary
        or proper in the premises.


                                   ARTICLE VII
                                  Shares, Etc.

   Section 1. Stock Certificates. Each holder of shares of stock of the
        Corporation shall be entitled to have a certificate, in such form as
        shall be approved by the Board, certifying the number of shares of the
        Corporation owned by him. The certificates representing shares of stock
        shall be signed in the name of the Corporation by the Chairman of the
        Board or the President or a Vice President and by the Secretary or an
        Assistant Secretary or the Treasurer or an Assistant Treasurer and
        sealed with the seal of the Corporation (which seal may be a facsimile,
        engraved or printed); provided, however, that where any such certificate
        is countersigned by a transfer agent other than the Corporation or its
        employee, or is registered by a registrar other than the Corporation or
        one of its employees, the signature of the officers of the Corporation
        upon such certificates may be facsimiles, engraved or printed. In case
        any officer who shall have signed or whose facsimile signature has been
        placed upon such certificates shall have ceased to be such officer
        before such certificates shall be issued, they may nevertheless be
        issued by the Corporation with the same effect as if such officer were
        still in office at the date of their issue.

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   Section 2. Books of Account and Record of Shareholders. The books and records
        of the Corporation may be kept at such places within or without the
        state of incorporation as the Board of Directors may from time to time
        determine. The stock record books and the blank stock certificate books
        shall be kept by the Secretary or by any other officer or agent
        designated by the Board of Directors.

   Section 3. Transfer of Shares. Transfers of shares of stock of the
        Corporation shall be made on the stock records of the Corporation only
        upon authorization by the registered holder thereof, or by his attorney
        thereunto authorized by power of attorney duly executed and filed with
        the Secretary or with a transfer agent or transfer clerk, and on
        surrender of the certificate or certificates for such shares properly
        endorsed or accompanied by a duly executed stock transfer power and the
        payment of all taxes thereon. Except as otherwise provided by law, the
        Corporation shall be entitled to recognize the exclusive right of a
        person in whose name any share or shares stand on the record of
        Shareholders as the owner of such share or shares for all purposes,
        including, without limitation, the rights to receive dividends or other
        distributions, and to vote as such owner, and the Corporation may hold
        any such Shareholder of record liable for calls and assessments and the
        Corporation shall not be bound to recognize any equitable or legal claim
        to or interest in any such share or shares on the part of any other
        person whether or not it shall have express or other notice thereof.
        Whenever any transfers of shares shall be made for collateral security
        and not absolutely, and both the transferor and transferee request the
        Corporation to do so, such fact shall be stated in the entry of the
        transfer.

   Section 4. Regulations. The Board may make such additional rules and
        regulations, not inconsistent with these By-Laws, as it may deem
        expedient concerning the issue, transfer and registration of
        certificates for shares of stock of the Corporation. It may appoint, or
        authorize any officer or officers to appoint, one or more transfer
        agents or one or more transfer clerks and one or more registrars and may
        require all certificates for shares of stock to bear the signature or
        signatures of any of them.

   Section 5. Lost, Destroyed or Mutilated Certificates. The holder of any
        certificate representing shares of stock of the Corporation shall
        immediately notify the Corporation of any loss, destruction or
        mutilation of such certificate, and the Corporation may issue a new
        certificate of stock in the place of any certificate theretofore issued
        by it which the owner thereof shall allege to have been lost, stolen, or
        destroyed or which shall have been mutilated, and the Board may, in its
        discretion, require such owner or his legal representative to give the
        Corporation a bond in such sum, limited or unlimited, and in such form
        and with such surety or sureties as the Board in its absolute discretion
        shall determine, to indemnify the Corporation against any claim that may
        be made against it on account of the alleged loss, theft, or destruction
        of any such certificate, or the issuance of a new certificate. Anything
        herein to the contrary notwithstanding, the Board, in its absolute
        discretion, may refuse to issue any such new certificate, except
        pursuant to legal proceedings under the laws of the State of Georgia.

   Section 6. Fixing of the Record Date. In order that the Corporation may
        determine the Shareholders entitled to notice of, or to vote at, any
        meeting of Shareholders or any adjournment thereof, or to express
        consent to corporate action in writing without a meeting, or entitled to
        receive payment of any dividend or other distribution of allotment of
        any rights, or entitled to exercise any rights in respect of any change,
        conversion or exchange of stock or for the purpose of any other lawful
        action, the Board may fix, in advance, a record date, which shall not be
        more than sixty nor less than ten days before the date of such meeting,
        nor more than sixty days prior to any other action. A determination of
        Shareholders of record entitled to notice of, or to vote at, a meeting
        of Shareholders shall apply to any adjournment of the meeting; provided,
        however, that the Board may fix a new record date for the adjourned
        meeting.


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                                  ARTICLE VIII
                                     Offices

   Section 1.  Principal or Registered Office.  The principal registered office
        of the Corporation shall be at such place as may be specified in the
        Articles of Incorporation of the Corporation or other certificate filed
        pursuant to law, or if none be so specified, at such place as may from
        time to time be fixed by the Board.

   Section 2. Other Offices. The Corporation also may have an office or offices
        other than said principal or registered office, at such place or places
        either within or without the State of Georgia.

                                   ARTICLE IX
                                   Fiscal Year

        The fiscal year of the Corporation shall be determined by the Board.

                                    ARTICLE X
                                      Seal

        The Board shall provide a corporate seal which shall contain the name of
the Corporation, the words "Corporate Seal" and the year and State of Georgia.

                                   ARTICLE XI
                                   Amendments

   Section 1. Shareholders. These By-Laws may be amended or repealed, or new
        By-Laws may be adopted, at any annual or special meeting of the
        Shareholders, by a majority of the total votes of the Shareholders or
        when Shareholders are required to vote by class by a majority of the
        appropriate class, in person or represented by proxy and entitled to
        vote on such action; provided, however, that the notice of such meeting
        shall have been given as provided in these By-Laws, which notice shall
        mention that amendment or repeal of these By-Laws, or the adoption of
        new By-Laws, is one of the purposes of such meeting.

   Section 2. Board of Directors. These By-Laws may also be amended or repealed
        or new By-Laws may be adopted, by the Board at any meeting thereof;
        provided, however, that notice of such meeting shall have been given as
        provided in these By-Laws, which notice shall mention that amendment or
        repeal of the By-Laws, or the adoption of new By-Laws, is one of the
        purposes of such meetings, By-Laws adopted by the Board may be amended
        or repealed by the Shareholders as provided in Section 1 of this Article
        XI.

                                   ARTICLE XII
                                  Miscellaneous

   Section 1. Interested Directors. No contract or other transaction between the
        Corporation and any other corporation shall be affected and invalidated
        by the fact that any one or more of the Directors of the Corporation is
        or are interested in or is a Director or officer or are Directors or
        officers of such other corporation, and any Director or Directors,
        individually or jointly, may be a party or parties to or may be
        interested in any contract or transaction of the Corporation or in which
        the Corporation is interested; and no contract, act or transaction of
        the Corporation with any person or persons, firm or corporation shall be
        affected or invalidated by the fact that any Director or Directors of
        the Corporation is a party or are parties to or interested in such
        contract, act or transaction, or in any way connected with such person
        or persons, firms or associations, and each and every person who may
        become a Director of the Corporation is hereby relieved from any
        liability that might otherwise exist from contracting with the
        Corporation for the benefit of himself, any firm, association or
        corporation in which he may be in any way interested.

   Section 2. Ratification. Any transaction questioned in any Shareholders'
        derivative suit on the grounds of lack of authority, defective or
        irregular execution, adverse interest of director, officer or
        Shareholder, 

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        nondisclosure, miscomputation, or the application of improper principles
        or practices of accounting, may be ratified before or after judgment, by
        the Board of Directors or by the Shareholders in case less than a quorum
        of Directors are qualified, and, if so ratified, shall have the same
        force and effect as if the questioned transaction had been originally
        duly authorized, and said ratification shall be binding upon the
        Corporation and its Shareholders, and shall constitute a bar to any
        claim or execution of any judgment in respect of such questioned
        transaction.



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