Exhibit 3.2

                          AMENDED AND RESTATED

                                BYLAWS

                                  OF

                     OCONEE FINANCIAL CORPORATION

                               ARTICLE I

                                OFFICES
                                -------

          Section 1.  Registered Office.  The corporation shall
maintain at all times a registered office in the State of Georgia and
a registered agent at that office.

          Section 2.  Other Offices.  The corporation may also have
offices at such other places both inside or outside of the State of
Georgia as the business of the corporation may require.

                              ARTICLE II

                         SHAREHOLDERS MEETINGS
                         ---------------------

          Section 1.  Annual Meetings.
                      ---------------
          1.1.  Date, time and purpose of meeting.  The annual meeting
                ---------------------------------
of the shareholders of the corporation shall be held on the first
Monday of May, for the purpose of electing directors and transacting
such other business as may properly be brought before the meeting.

          1.2.  Failure to hold meeting.  The failure to hold an
                -----------------------
annual meeting at the time stated in or fixed in accordance with these
bylaws shall not affect the validity of any corporate action.

          Section 2.  Special Meetings.
                      ----------------

          2.1.  Call of special meetings.  The chairman of the board
                ------------------------
of directors, if any, or the president may call a special meeting of
the shareholders at any time.  The president or the secretary must
call a special meeting:

          (1)  when so directed by the board of directors;

<PAGE>
          (2)  at the request in writing of shareholders owning at
               least 25% of the outstanding shares of the corporation
               entitled to vote thereat provided that such request
               shall state the purposes for which the meeting is to be
               called.


          2.2.  Business conducted.  Except as otherwise provided in
                ------------------
these bylaws, only business within the purpose or purposes described
in the notice of the meeting may be conducted at a special meeting.

          Section 3.  Place of Meetings.  Meetings of the shareholders
                      -----------------
of the corporation shall be held at the principal office of the
corporation or at any other place within or without the United States
as may be specified in the notice of the meeting.

          Section 4.  Notice of Meetings.
                      ------------------

          4.1.  Notice requirements.  Notice of every meeting of
                -------------------
shareholders, stating the place, date and time of the meeting, shall
be given to each shareholder of record entitled to vote at such
meeting not less than 10 nor more than 60 days before the date of the
meeting.

          4.2.  Notice by mail.  Notice may be given in any manner
                --------------
permitted by law.  Any written notice deposited in the United States
mail with prepaid first class postage thereon addressed to the
shareholder at his address as it appears on the corporation's record
of shareholders shall be deemed delivered when so deposited.

          4.3.  Waiver by attendance.  A shareholder's attendance, in
                --------------------
person or by proxy, at a meeting of shareholders shall constitute:

          (1)  a waiver of notice of the meeting and of all objections
               to lack of notice or defective notice of the meeting,
               unless the shareholder at the beginning of the meeting
               objects to holding the meeting or transacting business
               at the meeting; and

          (2)  a waiver of objection to consideration of a particular
               matter at the meeting that is not within the purpose or
               purposes described in the meeting notice, unless the
               shareholder objects to considering the matter when it
               is presented.

          4.4.  Other waivers of notice.  Notice of a meeting of
                -----------------------
shareholders need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, either before or after the meeting. 
Neither the business transacted nor the purpose of the meeting need be
specified in the waiver, except that any waiver of the notice of a
meeting at which the shareholders consider an amendment of the


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<PAGE>
articles of incorporation, a plan of merger or share exchange, or a
sale or other disposition of assets, or any other action which would
entitle the shareholder to dissent and obtain payment for his shares
shall not be effective unless:

          (1)  prior to the execution of the waiver, the shareholder
               shall have been furnished the same material that would
               have been required to be sent to the shareholder in a
               notice of the meeting, including notice of any
               applicable dissenters' rights; or

          (2)  the waiver expressly waives the right to receive the
               material required to be furnished.

          Section 5. Quorum.
                     ------

          5.1.  Required number.  At all meetings of the shareholders
                ---------------
a majority of the shares outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the
transaction of all business, except as otherwise provided by law, by
the articles of incorporation, or by these bylaws.

          5.2.  Adjournment.  If a quorum is not present at any
                -----------
meeting of the shareholders, a majority of the shares present and
entitled to vote thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting before
adjournment of the date, time, and place for the adjourned meeting,
until a quorum shall be present.  At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might
have been transacted at the original meeting.  If, after the meeting
is adjourned, 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.

          5.3.  When shares present.  Once a share is represented for
                -------------------
any purpose at a meeting other than solely to object to holding the
meeting or transacting business at the meeting, it is present for
quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is set for the
adjourned meeting.

          Section 6.  Order of Business.  At the annual meeting of
                      -----------------
shareholders the order of business shall be as follows:

          1.  Calling of meeting to order.
          2.  Proof of notice of meeting.
          3.  Reading of minutes of last previous annual
              meeting.
          4.  Reports of officers.


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<PAGE>
          5.  Reports of committees.
          6.  Election of directors.
          7.  Miscellaneous business. 


          Section 7.  Voting.
                      ------

          7.1.  Number of votes per share.  Unless the articles of
                -------------------------
incorporation or applicable law otherwise provide, each outstanding
share, regardless of class, shall be entitled to one vote on each
matter voted on at a meeting of shareholders.

          7.2.  Votes required.  If a quorum exists, action on a
                --------------
matter is approved if the votes cast favoring the action exceed the
votes cast opposing the action, unless the articles of incorporation,
these bylaws, or applicable law require a different vote.

          7.3.  Voting for Directors.  Directors shall be elected by a
                --------------------
plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.  Shareholders do
not have a right to cumulate their votes for directors.

          7.4.  Proxies.  A shareholder may vote his shares in person
                -------
or by proxy.  A shareholder may appoint a proxy to vote or otherwise
act for him by signing an appointment form.  An appointment is valid
for 11 months unless a shorter or longer period is expressly provided
in the appointment form.

          Section 8.  Action Without Meeting.
                      ----------------------
          8.1.  Generally.  Action required or permitted to be taken
                ---------
at a meeting of shareholders may be taken without a meeting if the
action is evidenced by one or more written consents describing the
action taken and executed by:

          (1)   two-thirds (2/3) of the shareholders entitled to vote
                on the action; or

          (2)   if so provided in the articles of incorporation,
                persons who would be entitled to vote, at a meeting,
                shares having voting power to cast not less than the
                minimum number of votes that would be necessary to
                authorize or take the action at a meeting at which all
                shareholders entitled to vote were present and voted.


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<PAGE>
          8.2.  Requirements for consent.  A written consent is valid only if:
                ------------------------
          (1)   the consenting shareholder was furnished the same
                material that would have been required to be sent to
                shareholders in a notice of a meeting at which the
                proposed action would have been submitted to the
                shareholders for action, including notice of any
                applicable dissenters' rights; or

          (2)   it contains an express waiver of the right to receive
                the material otherwise required to be furnished.

          Section 9.  List of Shareholders.
                      --------------------

          9.1.  Maintenance of list.  The corporation shall keep or
                -------------------
cause to be kept a record of its shareholders, giving their names and
addresses and the number, class and series, if any, of shares held by
each.  After a record date for a meeting of shareholders is fixed, the
corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of the meeting.  The list
shall show the address of and number of shares held by each
shareholder, and shall comply as to form in all other respects with
applicable law.

          9.2.  Inspection by shareholders.  The list of shareholders
                --------------------------
shall be made available for inspection by any shareholder, his agent,
or his attorney at the time and place of a meeting of shareholders.

          9.3.  Validity of action.  Refusal or failure to prepare or
                ------------------
make available the list of shareholders shall not affect the validity
of action taken at a meeting of shareholders.

                              ARTICLE III

                               DIRECTORS
                               ---------

          Section 1.  Powers.  Except as otherwise provided by any
                      ------
legal agreement among shareholders, the property, affairs and business
of the corporation shall be managed and directed by its board of
directors, which may exercise all powers of the corporation and do all
lawful acts and things which are not by law, by any legal agreement
among shareholders, by the articles of incorporation or by these
bylaws directed or required to be exercised or done by the
shareholders.

          Section 2.  Number, Election and Term.
                      -------------------------

          2.1.  Number of directors.  The number of directors which
                -------------------
shall constitute the whole board shall be eleven (11).  The number of
directors may be increased or decreased from time to time by amendment


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<PAGE>
of these bylaws or by election by the shareholders of a different
number of directors when electing the entire board of directors.

          2.2.  Qualifications.  Directors shall be natural persons
                --------------
who are 18 years of age or older, but need not be residents of the
State of Georgia nor shareholders of the corporation.

          2.3.  Term of office.  The terms of the directors shall
                --------------
expire at the annual meeting of shareholders following their election,
or at their earlier resignation, removal from office, or death.  A
decrease in the number of directors by amendment of these bylaws shall
not shorten an incumbent director's term.  A director whose term has
expired shall remain in office until his successor is elected and
qualified, or until there is a decrease in the number of directors.  A
director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.  A director elected by the board of
directors to fill a vacancy created by reason of an increase in the
number of directors shall serve until the next election of directors
by the shareholders and until the election and qualification of his
successor.

          Section 3.  Vacancies.  Except as otherwise provided in the
                      ---------
articles of incorporation, these bylaws, or applicable law, a vacancy
on the board of directors, including a vacancy resulting from an
increase in the number of directors, may be filled by the
shareholders, the board of directors, or the affirmative vote of a
majority of all the directors remaining in office, if the directors
remaining in office constitute fewer than a quorum of the board.

          Section 4.  Meetings and Notice.
                      -------------------

          4.1.  Place of meetings.  The board of directors may hold
                -----------------
regular or special meetings either within or without the State of
Georgia.

          4.2.  Notice of meetings.  Regular meetings of the board of
                ------------------
directors may be held without notice at such date, time, and place as
shall from time to time be determined by the board.  Special meetings
of the board of directors may be called by the chairman of the board,
if any, or the president, or by any two directors, on at least one
day's oral, telegraphic, or written notice of the date, time, and
place of the meeting.  The notice of a meeting need not state the
purpose of the meeting.

          4.3.  Waiver of notice.  Notice of a meeting of the board of
                ----------------
directors need not be given to any director who signs a waiver of
notice either before or after the meeting.  Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting
unless the director at the beginning of the meeting or promptly upon
his arrival objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken
at the meeting.


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<PAGE>
          Section 5.  Quorum.  Except as otherwise provided by law,
                      ------
the articles of incorporation, or these bylaws, a majority of
directors shall constitute a quorum for the transaction of business. 
If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the board of directors. 
If a quorum shall not be present, or shall no longer be present, at
any meeting of the board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

          Section 6.  Conference Telephone Meeting.  Unless the
                      ----------------------------
articles of incorporation or these bylaws provide otherwise, directors
may participate in a meeting of the board by means of conference
telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other.  Participation in
the meeting shall constitute presence in person.

          Section 7.  Action Without Meeting.  Action required or
                      ----------------------
permitted to be taken at a meeting of the board of directors may be
taken without a meeting if the action is evidenced by one or more
written consents describing the action taken and signed by each
director.  Action by consent has the effect of a meeting vote and may
be described as such in any document.

          Section 8.  Committees.
                      ----------

          8.1.  Creation.  The board of directors from time to time
                --------
may create one or more committees and appoint one or more directors to
serve on them at the pleasure of the board.

          8.2.  Authority.  To the extent specified by the board of
                ---------
directors, the articles of incorporation or these bylaws, each
committee may exercise the authority of the board of directors, except
that, unless otherwise permitted by law, a committee may not:

          (1)  approve or propose to shareholders action that is
               required to be approved by shareholders;

          (2)  fill vacancies on the board of directors or on any of
               its committees;

          (3)  amend the articles of incorporation;

          (4)  adopt, amend, or repeal these bylaws; or

          (5)  approve a plan of merger not requiring shareholder
               approval.

          8.3.  Meetings, notice, quorum and voting.  Sections 4
                -----------------------------------
through 7 of this Article shall also apply to committees and their
members, unless otherwise provided by the articles of incorporation,
these bylaws, or applicable law.


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<PAGE>
          Section 9.  Removal of Directors.
                      --------------------

          9.1.  Removal right.  The shareholders may remove any
                -------------
director, with or without cause, by a majority of the votes entitled
to be cast for the election of directors.

          9.2.  Meeting required.  A director may be removed only at a
                ----------------
meeting called for the purpose of removing him and the meeting notice
must state that the purpose, or one of the purposes, of the meeting is
removal of the director.

          9.3.  Replacement.  A vacancy resulting from the removal of
                -----------
a director by the shareholders may be filled by the shareholders at
the same meeting at which the director was removed or any subsequent
meeting of the shareholders; or, if (but only if) the shareholders do
not fill such a vacancy within sixty (60) days after the removal, by
majority vote of the remaining directors.

          Section 10.  Compensation of Directors.  Directors shall be
                       -------------------------
entitled to such reasonable compensation for their services as
directors or members of any committee of the board as shall be fixed
from time to time by resolution adopted by the board, and shall also
be entitled to reimbursement for any reasonable expenses incurred in
attending any meeting of the board or any such committee.

          Section 11.  Honorary and Advisory Directors.  The Board of
                       -------------------------------
Directors may from time to time appoint any individual an Honorary
Director, Director Emeritus, or a member of any advisory Board
established by the Board of Directors.  Any individual appointed an
Honorary Director, Director Emeritus, or member of an advisory board
as provided by this Section 11 may be compensated as provided in
Section 10 of this Article, but such individual may not vote at any
meeting of the Board of Directors or be counted in determining a
quorum as provided in Section 5 of this Article and shall not have any
responsibility or be subject to any liability imposed upon a director,
or otherwise be deemed a director.

                              ARTICLE IV

                               OFFICERS
                               --------

          Section 1.  Number.  The officers of the corporation shall
                      ------
be chosen by the board of directors and shall be a president, a
secretary and a treasurer (the "principal officers").  The board of
directors may also choose a chairman of the board and may choose one
or more vice-presidents (any of whom may have such distinguishing
designations or titles as the board may determine), assistant
secretaries and assistant treasurers, and such other officers as the
board shall from time to time deem necessary.  Any number of offices
may be held by the same person.


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<PAGE>
          Section 2.  Compensation.  The salaries of all officers and
                      ------------
agents of the corporation shall be fixed by the board of directors or
by a committee or officer appointed by the board or by the president.

          Section 3.  Term of Office.  Unless otherwise provided by
                      --------------
the board of directors, the principal officers shall be chosen
annually by the board at the first meeting of the board following the
annual meeting of shareholders of the corporation, or as soon
thereafter as is conveniently possible.  Other officers may be chosen
from time to time.  Each officer shall serve until his successor shall
have been chosen and qualified, or until his death, resignation or
removal, and any failure to choose officers of the corporation
annually shall not affect the validity of any action taken by or the
authority of an officer previously duly chosen and qualified and not
theretofore resigned or removed by the board of directors.

          Section 4.  Removal.  Any officer may be removed from office
                      -------
at any time, with or without cause, by the board of directors whenever
in its judgment the best interest of the corporation will be served
thereby.

          Section 5.  Vacancies.  Any vacancy in an office resulting
                      ---------
from any cause may be filled by the board of directors.

          Section 6.  Powers and Duties.  Except as hereinafter
                      -----------------
provided and subject to the control of the board of directors, the
officers of the corporation shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers
and duties as from time to time may be conferred by the board of
directors.

          (1)  President.  The president shall be the chief executive
               ---------
officer of the corporation, shall preside at all meetings of the
shareholders and (unless the board shall have created an office of
chairman of the board) the board of directors, shall have general and
active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried
into effect.  He may execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where
required by law to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.

          (2)  Vice-President.  In the absence of the president or in
               --------------
the event of his inability or refusal to act, the vice-president (or
in the event there is more than one vice-president, the vice-
presidents in the ranking established by the board of directors, or in
the absence of any ranking, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
president.  The vice-presidents shall perform such other duties and


                                     -9-<PAGE>
have such other powers as the board of directors or the president may
from time to time prescribe.

          (3)  Secretary.  The secretary shall attend all meetings of
               ---------
the board of directors and all meetings of the shareholders, shall
have responsibility for the preparation of minutes of all meetings of
the board of directors and of the shareholders and shall keep, or
cause to be kept, as permanent records of the corporation, in a book
or books for that purpose, all minutes of such meetings, all executed
consents evidencing corporate actions taken without a meeting, records
of all actions taken by a committee of the board of directors in place
of the board, and waivers of notice of all meetings of the board and
its committees.  He shall have responsibility for authenticating
records of the corporation.  He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the
board of directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be.  He shall have charge of the corporate seal
of the corporation and shall be authorized to use the seal of the
corporation on all documents which are authorized to be executed on
behalf of the corporation under its seal.

          (4)  Assistant Secretary.  The assistant secretary or if
               -------------------
there is more than one, any assistant secretary, shall, in the absence
of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of
directors, the president, or the secretary may from time to time
prescribe.

          (5)  Treasurer.  The treasurer shall have the legal custody
               ---------
of the corporate funds and securities and shall keep or cause to be
kept full and accurate accounts of receipts and disbursements and
other appropriate accounting records in books belonging to the
corporation and shall deposit all funds and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.  He shall render to the
president and the board of directors, at its regular meetings, or when
the president or board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.  If required by the board of directors, he shall give the
corporation a bond in such sum, or such conditions, and with such
surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office.

          (6)  Assistant Treasurer.  The assistant treasurer, or if
               -------------------
there is more than one, any assistant treasurer, shall, in the absence
of the treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of
directors, the president, or the treasurer may from time to time
prescribe.


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<PAGE>
          Section 7.  Securities of Corporation.  Any security issued
                      -------------------------
by any other corporation or entity and owned or controlled by the
corporation may be voted, and all rights and powers incident to the
ownership of such securities, including without limitation execution
of any consent of shareholders or other consents in respect thereof,
may be exercised on behalf of the corporation by the president, who
may in his discretion delegate any of the foregoing powers, by
executing proxies or otherwise.  The board of directors may from time
to time confer like powers on any person or persons.

          Section 8.  Checks and Drafts.  All checks, drafts, and
                      -----------------
similar items drawn on the corporation's bank account shall be signed
by such officer or officers or agent or agents as the board of
directors shall from time to time determine.


                               ARTICLE V

                                SHARES
                                ------

          Section 1.  Authorization of Issuance of Shares.  The par
                      -----------------------------------
value and maximum number of shares of the capital stock of the
corporation which may be issued and outstanding shall be set forth
from time to time in the Articles of Incorporation of the Corporation.

     No individual, firm, or corporation, may own more than forty
percent (40%) of the shares of the original capital stock of the
Corporation.

          Section 2.  Form and Content of Certificate.
                      -------------------------------

          2.1.  Form.  Every holder of fully-paid shares in the
                ----
corporation shall be entitled to have a certificate in such form as
the board of directors may from time to time prescribe in accordance
with applicable law. 

          2.2.  Required signatures.  Except as otherwise provided by
                -------------------
the board of directors from time to time, each share certificate shall
be signed by any two officers of the corporation, who may, but shall
not be required to, seal the certificate with the seal of the
corporation or a facsimile thereof.

          Section 3.  Lost Certificates.  The board of directors may
                      -----------------
direct that a new share certificate be issued in place of any
certificate theretofore issued by the corporation and alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate, the board


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<PAGE>
of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the corporation
a bond in such sum and on such conditions as it may direct as
indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or
destroyed, and/or satisfy any other reasonable requirements imposed by
the board of directors.

          Section 4.  Transfers.  (1)  Transfers of shares of the
                      ---------
corporation shall be made only on the books of the corporation by the
registered holder thereof, or by his duly authorized attorney, or with
a transfer agent or registrar appointed as provided in Section 6 of
this Article, and on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes thereon.

          (2)  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, and to vote as such owner, and for all
other purposes, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

          (3)  Shares of the corporation may be transferred by
delivery of the certificates therefor, accompanied either by an
assignment in writing on the back of the certificates or by separate
written power of attorney to sell, assign and transfer the same,
signed by the record holder thereof, or by his duly authorized
attorney-in-fact, and accompanied by such evidence that all such
signatures are genuine as the corporation may, at its option, request,
but no transfer shall affect the right of the corporation to pay any
dividend upon the stock to the holder of record as the holder in fact
thereof for all purposes, and no transfer shall be valid, except
between the parties thereto, until such transfer shall have been made
upon the books of the corporation as herein provided.

          (4)  The board may, from time to time, make such additional
rules and regulations as it may deem expedient, not inconsistent with
these bylaws or the articles of incorporation, concerning the issue,
transfer and registration of certificates for shares of the
corporation, and nothing contained herein shall limit or waive any
rights of the corporation with respect to such matters under
applicable law or any subscription or other agreement.


          Section 5.  Record Date.
                      -----------

          5.1.  Fixing of record date.  For the purpose of determining
                ---------------------
the shareholders entitled to notice of a meeting of shareholders, to
demand a special meeting, to vote, or to take any other action, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of shares, or for the purpose of


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<PAGE>
any other lawful action, the board of directors may fix, in advance, a
record date, which shall not be more than 70 days before any meeting
or action requiring a determination of shareholders.

          5.2.  No record date fixed.  If no record date is fixed by
                --------------------
the board of directors for the determination of shareholders entitled
to notice of and to vote at any meeting of shareholders, the record
date shall be at the close of business on the day before the day on
which the first notice thereof is given, or, if notice is waived, at
the close of business on the day before the day on which the meeting
is held.  If no record date is fixed by the board for determining
shareholders entitled to express consent to corporate action in
writing without a meeting when no prior action by the board of
directors is required by law, the record date shall be the first date
on which a signed written consent to such action shall have been
delivered to the corporation in any manner permitted by law on behalf
of all shareholders.  If no record date is fixed for other purposes,
the record date shall be at the close of business on the day on which
the board of directors adopts the resolution or otherwise takes formal
action relating thereto.

          5.3.  Adjournment of meeting.  A determination of the
                ----------------------
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be effective for any adjournment of the meeting
unless the board of directors fixes a new record date.  The board of
directors must fix a new record date if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.

          Section 6.  Transfer Agent and Registrar.  The board of
                      ----------------------------
directors may appoint such transfer agents and/or registrars as it
shall determine, and may require all certificates of stock to bear the
signature or signatures of any of them.

                              ARTICLE VI

                          GENERAL PROVISIONS
                          ------------------

          Section 1.  Distributions and Share Dividends.  Distributions
                      ---------------------------------
upon the shares of the corporation, subject to the provisions, if any, 
of the articles of incorporation, or any lawful agreement among
shareholders, may be declared by the board of directors at any regular or
special meetings, pursuant to law.  Distributions may be paid in cash
or in property, subject to the provisions of the articles of incorporation.
Before payment of any distribution, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing distributions,
or for repairing or maintaining any property of the corporation, or for such
other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                    -13-
<PAGE>
          Section 2.  Fiscal Year.  The fiscal year of the corporation
                      -----------
shall be fixed by the board of directors.

          Section 3.  Seal.  The corporate seal shall be in such form
                      ----
as the Board of Directors may from time to time determine.

          Section 4.  Annual Statements.
                      -----------------

          4.1.  Required statements.  Not later than four months after
                -------------------
the close of each fiscal year, and in any case prior to the next
annual meeting of shareholders, the corporation shall prepare the
following financial statements:

          (1)  a balance sheet showing in reasonable detail the
               financial condition of the corporation as of the close
               of its fiscal year; and

          (2)  a profit and loss statement showing the results of its
               operations during its fiscal year.

          4.2.  Principles used; other information.  If financial
                ----------------------------------
statements are prepared by the corporation on the basis of generally
accepted accounting principles, the annual financial statements must
also be prepared, and must disclose that they are so prepared, on that
basis.  If otherwise prepared, they must so disclose and must be
prepared on the same basis as other reports or statements prepared by
the corporation for the use of others.  If the statements are reported
upon by a public accountant, his report must accompany them.  If not,
the statements shall be accompanied by a statement of the president or
the person responsible for the corporation's accounting records:

          (1)   stating his reasonable belief whether the statements
                were prepared on the basis of generally accepted
                accounting principles and, if not, describing the basis
                of preparation; and

          (2)   describing any respects in which the statements were
                not prepared on a basis of accounting consistent with
                the statements prepared for the preceding year.

          4.3.  Requests for financial statements.  Upon written
                ---------------------------------
request, the corporation promptly shall mail to any shareholder of
record a copy of the most recent annual balance sheet and profit and
loss statement.  If prepared for other purposes, the corporation shall
also furnish upon written request a statement of changes in
shareholders' equity for the fiscal year.


                                    -14-
<PAGE>
                              ARTICLE VII

           INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
           -------------------------------------------------
                             AND AGENTS
                             ----------
 
          Section 1.  Authority to Indemnify.  Every person who is or
                      ----------------------
was an officer, director, employee or agent of this corporation may in
accordance with Section 3 hereof be indemnified for any liability and
expense that may be incurred by him in connection with or resulting
from any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative and whether
formal or informal, or in connection with any appeal relating thereto,
in which he may have become involved, as a party, prospective party or
otherwise, by reason of his being an officer, director, employee or
agent of this corporation, if he acted in a manner he believed in good
faith to be in or not opposed to the best interest of the corporation
and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.  As used in this Article,
the terms "expense" and "liability" shall include attorneys fees and
reasonable expenses incurred with respect to a proceeding and the
obligation to pay a judgment, settlement, penalty, and fine including
an excise tax assessed with respect to an employee benefit plan.

          Notwithstanding the foregoing, the corporation shall not
indemnify an officer, director, employee or agent in connection with a
proceeding by or in the right of the corporation in which the officer,
director, employee, or agent was adjudged liable to the corporation or
in connection with any other proceeding in which he was adjudged
liable on the basis that personal benefit was improperly received by
him.  In addition, indemnification permitted pursuant to this section
in connection with a proceeding by or in the right of the corporation
is limited to reasonable expenses incurred in connection with the
proceeding.

          Section 2.  Mandatory Indemnification.  Every officer,
                      -------------------------
director, employee or agent, to the extent that he has been
successful, on the merits or otherwise, in defense of any proceeding
to which he was a party, or in defense of any claim, issue or matter
therein, because he is or was an officer, director, employee or agent,
of this corporation, shall be indemnified by the corporation against
reasonable expenses incurred by him in connection therewith.

          Section 3.  Determination and Authorization of Indemnification.
                      --------------------------------------------------
Except as provided in Section 2 above, any indemnification under Section 1
above shall not be made unless a determination has been made in the specific
case that indemnification of the officer, director, employee, or agent is
permissible under the circumstances because he has met the standard of conduct
set forth in Section 1 above.  The determination shall be made:  (a) by the
board of directors by majority vote of a quorum consisting of directors not
at the time parties to the proceeding; (b) if such a quorum cannot be obtained,
then by majority vote of a committee duly designated by the board of directors
(in which designation directors who are parties may participate), consisting
solely of two or more directors not at the time parties to the proceeding; (c)


                                    -15-
<PAGE>
by special legal counsel (i) selected by the board of directors or its
committee in the manner prescribed above or (ii) if a quorum of the board of
directors cannot be obtained and a committee cannot be designated, then
selected by majority vote of the full board of directors (in which selection
directors who are parties may participate); or (d) by the shareholders, but
the shares owned by or voted under the control of directors who are at the time
parties to the proceeding may not be voted on the determination.

          Once it has been determined that indemnification of the
officer, director, employee, or agent is permissible, an authorization
of indemnification or an obligation to indemnify and an evaluation as
to reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible,  except that if
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall
be determined in the manner prescribed in item (c) above.

          Section 4.  Advance for Expenses.  Expenses incurred with
                      --------------------
respect to any claim, action, suit or proceeding of the character
described in Section 1 to this Article VII may be advanced by the
corporation prior to the time of the disposition thereof upon the
receipt of written affirmation from the director of his good faith
belief that he has met the standard of conduct set forth in Section 1
above and the officer, director, employee or agent furnishes the
corporation a written undertaking executed personally or on his behalf
to repay any advances if it is ultimately determined that he is not
entitled to indemnification under Section 1 of this Article.

                             ARTICLE VIII

                              AMENDMENTS
                              ----------

          Power to Amend By-Laws.  The shareholders shall have the
          ----------------------
power to alter, amend or repeal these by-laws or adopt new by-laws, by
majority vote of all shares, at any regular or special meeting of the
shareholders.


                                    -16-