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                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                          THE SEIBELS BRUCE GROUP, INC.

                          A SOUTH CAROLINA CORPORATION

FEBRUARY 4, 1999
----------------


                               ARTICLE 1: OFFICES

         Section 1:  REGISTERED  OFFICE AND AGENT.  The registered  office of 
the corporation shall be at 1501 Lady Street, Columbia, South Carolina.

         Section 2: OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of South Carolina as the board of
directors may from time to time determine or the business of the corporation may
require.

                             ARTICLE 2: SHAREHOLDERS

         Section 1: PLACE OF  MEETINGS.  Meetings  of  shareholders  shall be 
held at the time and place, within or without the State of South Carolina,
stated in the notice of the meeting or in a waiver of notice.

         Section 2: ANNUAL MEETING. An annual meeting of the shareholders shall
be held each year at 11:00 a.m. on the third Wednesday in May, or such other
date and time as the Board of Directors shall designate and state in the notice
of the meeting. At the meeting, the shareholders shall elect directors and
transact such other business as may property be brought before the meeting.

         Section 3: VOTING LIST. At least ten days prior to each meeting of the
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address of each and the number
of voting shares held by each, shall be prepared by the officer or agent having
charge of the stock transfer books. The list, for a period of ten days prior to
the 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. The list shall also be produced and kept open at the time and
place of the meeting during the whole time thereof, and shall be subject to the
inspection of any shareholder during the whole time of 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, or by these bylaws, may be called by the president,
the chairman of the board of directors, or a majority of the board of directors.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice of the meeting.

         Section 5: NOTICE. Written or printed notice stating the place, day,
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
working days nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman, the president,
the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed delivered when deposited with postage prepaid in the United
States mail, addressed to the shareholder at the address appearing on the stock
transfer books of the corporation. No failure or irregularity of notice of any
regular meeting shall invalidate the same or any proceeding thereat.

         Section 6: QUORUM. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at meetings of
shareholders for the transaction of business except as otherwise provided by
statute, by the articles of incorporation or by these bylaws. If a quorum is not
present or represented at a meeting of the shareholders, the shareholders
entitled to vote, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. At an adjourned meeting
at which a quorum is present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.


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         Section 7: MAJORITY VOTE; WITHDRAWAL OF QUORUM. Except in regards to
the election of directors, when a quorum is present at a meeting, the vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide any question brought before the meeting,
unless the question is one which, by express provision of the statutes, the
articles of incorporation, or these by laws, a higher vote is required in which
case the express provision shall govern. Directors shall be elected by plurality
vote of the shareholders. The shareholders present at a duly constituted meeting
may continue to transact business until adjournment, despite the withdrawal of
enough shareholders to leave less than a quorum.

         Section 8: METHOD OF VOTING. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the articles of incorporation
limit or deny the voting rights of the shares of any class of classes, or to the
extent that the board of directors pursuant to the authority contained in the
articles of incorporation, may designate one or more classes of stock without
voting rights. At any meeting of the shareholders, every shareholder having the
right to vote may vote either in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for him by signing any appointment form, either
personally or by his attorney-in-fact, which may be delivered by some form of
electronic transmission appearing to have been transmitted or authorized by the
shareholder or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven months from the date of its execution. Every proxy shall be
filed with the secretary of the corporation or other officer or agent authorized
to tabulate votes prior to or at the time of the meeting. Voting for directors
shall be in accordance with Article 3, Section 3, of these bylaws. Any vote may
be taken by voice or by hands unless someone entitled to vote objects, in which
case written ballots shall be used.

         Section 9: RECORD DATE; CLOSING TRANSFER BOOKS. The board of directors
shall fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of the shareholders, the record
date to be not less than ten nor more than seventy days prior to the meeting and
the board of directors shall close the stock transfer books for such purpose on
such record date.

                              ARTICLE 3: DIRECTORS

         Section 1: MANAGEMENT. The business and affairs of the corporation
shall be managed by the board of directors who may exercise all such powers of
the corporation and do all such lawful acts and things as are not (by statute or
by the articles of incorporation or by these bylaws) directed or required to be
done or exercised by the shareholders.

         Section 2: NUMBER, CLASSIFICATION AND ELECTION OF DIRECTORS. The board
of directors shall be limited to a maximum of twenty-one directors, with the
precise number thereof to be fixed as the board shall from time to time resolve.
The members of the board of directors need not be shareholders nor need they be
residents of any particular state. The directors shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three classes, each consisting of any approximately equal number of
directors, and each director of the corporation shall hold office until his
successor shall be elected and shall qualify. At the first annual meeting of the
shareholders, the directors of the first class shall be elected for a term to
expire at the next subsequent annual meeting of shareholders; the directors of
the second class shall be elected for a term expiring at the second subsequent
annual meeting of shareholders; the directors of the third class shall be
elected for a term expiring at the third subsequent annual meeting of
shareholders; and at each annual meeting thereafter the successor s to the class
of directors whose terms shall expire at that time shall be elected to hold
office for the term of three years, so that the term of office of one class of
directors shall expire in each year.

         Section 3: ELECTION OF DIRECTORS. Directors shall be elected by
plurality vote. Cumulative voting shall be permitted if a shareholder entitled
to vote and desiring to cumulate his votes shall make his intention known before
the voting for directors shall commence. This being done, all shareholders
entitled to vote at such meeting shall without further notice be entitled to
cumulate their votes.

         Section 4:        REMOVAL OF DIRECTORS.

         (a)      Directors may be removed without cause by the affirmative vote
                  of the holders of a majority of the shares entitled to vote at
                  an election of directors, such vote being taken at a meeting
                  of the shareholders called for that purpose at which the
                  holders of eighty percent (80%) of the shares entitled to vote
                  are present in person or represented by proxy. No amendment,
                  alteration, change or repeal of this subparagraph (a) of
                  Article 3, Section 4, may be effected unless it is first
                  approved by the affirmative vote of holders of not less than
                  eighty percent (80%) of each class of shares of the company
                  entitled to vote thereon.

         (b)      Directors may be removed for cause by the affirmative vote of
                  the holders of a majority of the shares entitled to vote at an
                  election of directors, such vote being taken at a meeting of
                  the shareholders called for that purpose at which a quorum as
                  provided in Article 2, Section 6, is present.




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         Section 5: VACANCIES. Any vacancy occurring in the board of directors,
whether by increase in the number of directors or by death, resignation,
removal, or otherwise may be filled by the affirmative vote of a majority of the
remaining directors then in office for a term ending at the next annual meeting
of the shareholders of the corporation.

         Section 6: CHAIRMAN OF THE BOARD. The office of the chairman of the
board may be filled by the board at its pleasure by the election of one of its
members to the office. The chairman shall preside at all meetings of the board
and of the stockholders, and shall perform such other duties as may be assigned
to him by the board of directors.

         Section 7: PLACE OF MEETINGS.  Meetings of the board of  directors,  
regular or special, may be held either within or without the State of South
Carolina.

         Section 8: REGULAR MEETINGS.  Regular meetings of the board of 
directors may be held without notice at such time and place as shall from time
to time be determined by the board.

         Section 9: SPECIAL MEETINGS.  Special meetings of the board of 
directors may be called without notice by the chairman, the president, or any
executive vice president.

         Section 10: TELEPHONE AND SIMILAR MEETINGS. Directors may participate
in and hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

         Section 11: QUORUM; MAJORITY VOTE. At meetings of the board of
directors, a majority of the number of directors then in office shall constitute
a quorum for the transaction of business. The acts of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, except as otherwise specifically provided by statute,
the articles of incorporation, or these bylaws. If a quorum is not present at a
meeting of the board of directors, the directors present may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present.

         Section 12: COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of the executive committee, audit committee, or of special or
standing committees may, by resolution of the board of directors, be allowed
compensation for attending committee meetings.

         Section 13: PROCEDURE.  The board of directors shall keep regular 
minutes of its proceedings. The minutes shall be placed in the minute book of
the corporation.

         Section 14: ACTION WITHOUT MEETING. Any section required or permitted
to be taken at a meeting of the board of directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed
before or after the action by all the members of the board of directors. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
The signed consent, or a signed copy, shall be placed in the minute book.

                ARTICLE 4: EXECUTIVE COMMITTEE; AUDIT COMMITTEE;
                                OTHER COMMITTEES

         Section 1:        EXECUTIVE COMMITTEE.

         (a)      The board may create an executive committee and appoint three
                  or more directors to serve on it. The committee as so
                  constituted shall, except as limited by law or by the board,
                  have and may exercise all of the authority of the board. The
                  directors so appointed shall serve at the pleasure of the
                  board.

         Section 2:        AUDIT COMMITTEE.

         (a)      NUMBER; QUALIFICATION; TERM. The audit committee shall consist
                  of three of more directors, none of whom shall be employed by
                  the company in any capacity other than as a director. The
                  audit committee shall serve at the pleasure of the board of
                  directors.

         (b)      AUTHORITY. The audit committee, to the extent provided in such
                  resolution, shall select and nominate for consideration of the
                  board of directors independent auditors of the company, shall
                  be responsible for the 



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                  arrangements for and scope of the independent examination of
                  the financial records of the company by such auditors, shall
                  give appropriate consideration to the controls of such audit,
                  and shall perform such other duties and assume such additional
                  responsibility as may from time to time be placed upon it by
                  the board of directors.

         Section 3:        OTHER COMMITTEES.

         (a)      The board may appoint such other committees as it deems
                  appropriate, each consisting of three or more directors. Any
                  director may serve on any such other committee. Any committee
                  created under this section shall serve at the pleasure of the
                  board.

         (b)      Any committee appointed under this section shall perform such
                  duties and assume such responsibility as the board may
                  delegate to it.

         Section 4: MEETINGS.  Time, place, and notice of committee meetings  
shall be as called and specified by the chief executive officer, the committee
chairman, or any two members of each committee.

         Section 5: QUORUM; MAJORITY VOTE. At committee meetings, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee, except as otherwise specifically provided by statute, the articles of
incorporation, or these bylaws. If a quorum is not present at a meeting, the
members present may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum is present.

         Section 6: PROCEDURE. The executive and audit committees shall keep
regular minutes of their proceedings and report the same to the board of
directors at its next regular meeting. The minutes of the proceedings of the
executive and audit committees shall be placed in the minute book of the
corporation.

         Section 7: ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of a committee may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed before or after the
action by all of the members of the committee. Such consent shall have the same
force and effect as a unanimous vote at a meeting. The signed consent, or a
signed copy, shall be placed in the minute book.

         Section 8: TELEPHONE AND SIMILAR MEETINGS. Committee members may
participate in and hold a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

         Section 9:  RESPONSIBILITY.  The designation of a committee and the  
delegation of authority to it shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed upon it or him
by law.

                                ARTICLE 5: NOTICE

         Section 1: METHOD. Whenever by statute, the articles of incorporation,
these bylaws, or otherwise, notice is required to be given to a director,
committee member, or security holder, and no provision is made as to how the
notice shall be given, it shall not be construed to mean personal notice, but
any such notice may be given: (a) in writing, by first class mail, postage
prepaid, addressed to the director, committee member, or security holder at the
address appearing on the books of the corporation; or (b) in any other method
permitted by law. Any notice required or permitted to be given by mail shall be
deemed given at the time when the same is thus deposited in the United States
mail.

         Section 2: WAIVER. Whenever, by statute or the articles of
incorporation or these bylaws, notice is required to be given to a security
holder, committee member, or director, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated in such notice, shall be equivalent to the giving of such notice.
Attendance at a meeting shall constitute a waiver of notice of such meeting,
except where a person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is now lawfully
called or convened.

                               ARTICLE 6: OFFICERS

         Section 1:        NUMBER; QUALIFICATION; ELECTION; TERM.


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         (a)      The Corporation shall have (1) a president, one or more vice
                  presidents, a secretary, a treasurer and (2) such other
                  officers and assistant officers as the board of directors may
                  think necessary.

         (b)      Officers named by bylaw Article 6, Section 1(a) (1), shall be
                  elected by the board of directors on the expiration of an
                  officer's term or whenever a vacancy exists. Officers named in
                  bylaw Article 6, Section 1 (a) (2) may be elected by the board
                  at any meeting.

         (c)      Unless otherwise specified by the board at the time of
                  election or appointment, or in an employment contract approved
                  by the board, each officer's term shall end at the first
                  meeting of directors after the next annual meting of
                  shareholders. He shall serve until the end of his term, or if
                  earlier, his death, resignation, or removal.

         (d)      Any two or more offices may be held by the same person. The
                  chairman shall be elected from among the board of directors.

         Section 2: REMOVAL. Any officer elected or appointed by the board of
directors may be removed by two-thirds (2/3) vote of the board of directors or
the executive committee whenever in its judgment the best interests of the
corporation will be served thereby. Such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer shall not of itself create contract rights.

         Section 3: VACANCIES.  Any vacancy occurring in any office of the 
corporation (by death, resignation, removal, or otherwise) may be filled by the
board of directors.

         Section 4: AUTHORITY.  Officers shall have such authority and perform 
such duties in the management of the corporation as are provided in these bylaws
or as may be determined by resolution of the board of directors not inconsistent
with these bylaws.

         Section 5: COMPENSATION.  The compensation of officers shall be fixed 
from time to time by the board of directors or as they may delegate.

         Section 6: CHIEF EXECUTIVE OFFICER. The position of chief executive
officer may be filled by the board at its pleasure by the election of one of its
members to the office. The chief executive officer shall be responsible for the
general and active management of the business and affairs of the corporation,
and shall see that all orders and resolutions of the board are carried into
effect. He shall perform such other duties and have such other authority and
powers as the board of directors may from time to time prescribe. The board may
also appoint an acting chief executive officer to assume the duties of the chief
executive officer whenever the chief executive officer is temporarily unable to
perform his duties or when the office of chief executive officer is vacant.

         Section 7: PRESIDENT. The president shall president at all meetings of
the shareholders and the board in the absence of the chairman of the board, the
chief executive officer, and the acting chief executive officer. In the event no
other person is designated chief executive officer or acting chief executive
officer, or in the event those offices are vacant either temporarily or
otherwise, during such period the president shall assume the duties and have
such other authority and powers as the board may from time to time prescribe.

         Section 8: VICE PRESIDENTS. The executive vice president and vice
presidents, in the order of their seniority, unless otherwise determined by the
board of directors, shall, in the absence or disability of the president,
perform the duties and have the authority and exercise the powers of the
president. They shall perform such other duties and have such other authority
and powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate.





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Section 9:        SECRETARY.

         (a)      The secretary shall attend all meetings of the board of
                  directors and all meetings of the shareholders and record all
                  votes, actions, and the minutes of all proceedings in a book
                  to be kept for that purpose and shall perform like duties for
                  the executive and other committees when required.

         (b)      He shall give, or cause to be given, notice of all meetings of
                  the shareholders and special meetings of the board of
                  directors.

         (c)      He shall keep in safe custody the seal of the corporation and,
                  when authorized by the board of directors or the executive
                  committee, affix it to any instrument requiring it. When so
                  affixed, it shall be attested by his signature or by the
                  signature of the treasurer or an assistant secretary.

         (d)      He shall perform such other duties and have such other
                  authority and powers as the board of directors may from time
                  to time prescribe or as the president may from time to time
                  delegate.

         Section 10: ASSISTANT SECRETARY. The assistant secretaries in the order
of their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
have the authority and exercise the powers of the secretary. They shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe or as the president may from time to time delegate.

         Section 11:       TREASURER.

         (a)      The treasurer shall have custody of the corporation funds and
                  securities and shall keep full and accurate accounts of
                  receipts and disbursements of the corporation and shall
                  deposit all monies and other valuables in the name and to the
                  credit of the corporation in depositories designated by the
                  board of directors.

         (b)      He shall disburse the funds of the corporation as ordered by
                  the board of directors, and prepare financial statements as
                  they direct.

         (c)      He shall perform such other duties and have such other
                  authority and powers as the board of directors may from time
                  to time prescribe or as the president may from time to time
                  delegate.

         (d)      His books and accounts shall be opened at any time during
                  business hours to the inspection of any director of the
                  company.

         Section 12: ASSISTANT TREASURER. The assistant treasurers in the order
of their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the treasurer, performer. They shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe or the president may from time to time delegate.

         Section 13: GENERAL COUNSEL. The general counsel of the company shall
prepare such contracts and agreements required in the business of the company as
may be referred to him by its officers, and shall inspect and pass upon all such
instruments presented to the company as may be of sufficient importance to
justify such examination; also, he shall advise the officers of the company in
all such legal matters pertaining to the affairs of the company as may require
his consideration.

                    ARTICLE 7: CERTIFICATES AND SHAREHOLDERS

         Section 1: CERTIFICATES. Certificates in the form determined by the
board of directors shall be delivered representing all shares to which
shareholders are entitled. Certificates shall be consecutively numbered and
shall be entered in the books of the corporation as they are issued. Each
certificate shall state on its face the holder's name, the number and class of
shares, the par value, and such other matters as may be required by law. it
shall be signed by the president or a vice president and such other officer or
officers as the board of directors shall designate, and may be sealed with the
seal of the corporation or a facsimile thereof. If a certificate is
countersigned by a transfer agent, or an assistant transfer agent, or registered
by a registrar (either of which is other than the corporation or an employee of
the corporation), the signature of any officer may be facsimile.

         Section 2: ISSUANCE. Shares (both treasury and authorized but unissued)
may be issued for such consideration (not less than par value) and to such
persons as the board of directors may determine from time to time. Shares may
not be issued until the full amount of the consideration has been paid as
provided by law.

         Section 3:        PAYMENT OF SHARES.




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         (a)      KIND. The consideration for the issuance of shares shall
                  consist of money paid, labor done (including services actually
                  performed for the corporation), or property (tangible or
                  intangible) actually received. Neither promissory notes nor
                  the promise of future services shall constitute payment of
                  shares.

         (b)      VALUATION. In the absence of fraud in the transaction, the
                  judgment of the board of directors as to the value of
                  consideration received shall be conclusive.

         (c)      EFFECT. When consideration, fixed as provided by law, has been
                  paid, the shares shall be deemed to have been issued and shall
                  be considered fully paid and non-assessable.

         (d)      ALLOCATION FOR CONSIDERATION. The consideration received for
                  shares shall be allocated by the board of directors, in
                  accordance with law, between stated capital and capital
                  surplus accounts.

         Section 4: SUBSCRIPTIONS. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after organization
of the corporation, shall be paid in full at such time or in such installments
and at such times as shall be determined by the board of directors. Any call
made by the board of directors for payment on subscriptions shall be uniform as
to all shares of the same series. In case of default in the payment on any
installment or call when payment is due, the corporation may proceed to collect
the amount due in the same manner as any debt due to the corporation.

         Section 5: LIEN. For any  indebtedness of a shareholder to the  
corporation with respect to his stock, the corporation shall have a first and
prior lien on all shares of its stock owned by him and on all dividends or other
distributions declared thereon.

         Section 6: LOST, STOLEN, OR DESTROYED CERTIFICATES. The corporation 
shall issue a new certificate in place of any certificate for shares previously
issued if the registered owner of the certificate:

         (a)      CLAIM.  Makes proof in affidavit form that it has been lost,  
                  destroyed,  or wrongfully taken; and

         (b)      TIMELY  REQUEST.  Requests the issuance of a new certificate 
                  before the corporation has notice that the certificate has
                  been acquired by a purchaser for value in good faith and
                  without notice of an adverse claim; and

         (c)      BOND. Gives a bond in such form, and with such surety or
                  sureties, with fixed or open penalty, as the corporation may
                  direct, to indemnify the corporation (and its transfer agent
                  and registrar, if any) against any claim that may be made on
                  account of the alleged loss, destruction, or theft of the
                  certificate; and

         (d)      OTHER REQUIREMENTS. Satisfies any other reasonable 
requirements imposed by the corporation.

         When a certificate has been lost, apparently destroyed, or wrongfully
taken, and the holder of record fails to notify the corporation within a
reasonable time after he has notice of it, and the corporation registers a
transfer of the shares represented by the certificate before receiving such
notification, the holder of record is precluded from making any claim against
the corporation for the transfer or for a new certificate.

         Section 7: REGISTRATION OF TRANSFER.   The corporation shall register 
the transfer of a certificate for shares presented to it for transfer if:

         (a)      ENDORSEMENT.  The certificate is properly endorsed by the  
                  registered owner or by his duly authorized attorney; and

         (b)      GUARANTEE AND EFFECTIVENESS OF SIGNATURE. The signature of
                  such person has been guaranteed by a commercial bank or
                  brokerage firm that is a member of the National Association of
                  Securities Dealers and reasonable assurance is given that such
                  endorsements are effective; and

         (c)      ADVERSE CLAIMS.  The corporation has no notice of an adverse  
                  claim or has discharged any duty to inquire into such a claim;
                  and

         (d)      COLLECTION OF TAXES. Any applicable law relating to the
                  collection of taxes has been complied with.



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         Section 8: REGISTERED OWNER. Prior to due presentment for registration
of transfer of a certificate for shares, the corporation may treat the
registered owners as the person exclusively entitled to vote, to receive
notices, and otherwise to exercise all the rights and powers of a shareholder.

         Section 9: PREEMPTIVE RIGHTS.  No shareholder or other person shall 
         have any preemptive right whatsoever.

                          ARTICLE 8: GENERAL PROVISIONS

         Section 1:        DIVIDENDS AND RESERVES.

         (a)      DECLARATION AND PAYMENT. Subject to statute and the articles
                  of incorporation, dividends may be declared by the board of
                  directors at any regular or special meeting and may be paid in
                  cash, in property, or in shares of the corporation. The
                  declaration and payment shall be at the discretion of the
                  board of directors.

         (b)      RECORD DATE. The board of directors shall fix in advance a
                  record date for the purpose of determining shareholders
                  entitled to receive payment of any dividend, the record date
                  to be not more than fifty days prior to the payment date of
                  such dividend, and shall close the stock transfer books for
                  such purpose on such record date.

         (c)      RESERVES. By resolution the board of directors may create such
                  reserve or reserves out of the earned surplus of the
                  corporation as the directors from time to time, in their
                  discretion, think proper to provide for contingencies, or to
                  equalize dividends, or to repair or maintain any property of
                  the corporation, or for any other purpose they think
                  beneficial to the corporation. The directors may modify or
                  abolish any such reserve in the manner in which it was
                  created.

         Section 2: BOOKS AND RECORDS. The corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and board of directors, and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addressed of all
shareholders and the number and class of the shares held by each.

         Section 3: CHECKS AND NOTES. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers of 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 
the same as the calendar year.

         Section 5: SEAL.  The corporation seal (of  which  there may be one or 
more exemplars) shall contain the name of the corporation and the name of the
state of incorporation. The seal may be used by impressing it or reproducing a
facsimile of it, or otherwise.

         Section 6: INDEMNIFICATION AND INSURANCE. The Company shall indemnify
Officers and Directors of the Company and its subsidiaries to the extent
permitted by South Carolina law and may insure such persons against liability
arising out of or relating to their employment by the Company in an amount and
according to such terms as the Board deems prudent.

         Section 7: RESIGNATION. Any director, committee member, or officer may
resign by giving written notice to the president or the secretary. The
resignation shall take effect at the time specified therein, or immediately if
no time is specified. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 8:        AMENDMENT OF BYLAWS.

         (a)      These bylaws may be altered, amended, or repealed at any
                  meeting of the board of directors at which a quorum is
                  present, by a majority vote of the directors then in office,
                  provided notice of the proposed alteration, amendment, or
                  repeal is contained in a notice of the meeting.

         (b)      These bylaws may also be altered, amended, or repealed at any
                  meeting of the shareholders at which a quorum is present or
                  represented, by the affirmative vote of the holders of a
                  majority of each class of shares entitled to vote thereon,
                  provided notice of the proposed alteration, amendment, or
                  repeal is contained in the notice of the meeting.




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         Section 9: CONSTRUCTION.  Whenever the context so requires, the  
masculine shall include the feminine and neuter, and the singular shall include
the plural, and conversely. If any portion of these bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:

         (a) The remainder of these bylaws shall be considered valid and 
operative, and

         (b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.

         Section 10:       HEADING.   The heading are for organization, 
convenience, and clarity. In interpreting these bylaws, they shall be
subordinated in importance to the other written material.

         Section 11:       RELATION TO ARTICLES OF INCORPORATION. These bylaws 
are subject to, and governed by, the articles of incorporation.




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