SOUTHERN SECURITY BANK CORPORATION

                                     BY-LAWS



                               ARTICLE I - OFFICES

         Section  1.  The registered office of the corporation shall

be at

         The registered agent in charge thereof shall be


     Section 2. The  corporation  may also have  offices at such other places as
the Board of  Directors  may from time to time  appoint or the  business  of the
corporation may require.

                                ARTICLE 11 - SEAL

     Section 1. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware".


                      ARTICLE Ill - STOCKHOLDERS' MEETINGS

     Section 1. Meetings of stockholders  shall be held at the registered office
of the corporation in this state or at such place, either within or without this
state, as may be selected from time to time by the Board of Directors.

     Section 2.  Annual  Meetings.  The annual  meeting of the  stockholders
shall  be  hold on the of in each  year if not a legal  holiday,  and if a legal
holiday, then on the next secular day following at o'clock . M., when they shall
elect a Board of Directors and transact  such other  business as may properly be
brought  before the meeting.  If the annual meeting for election of directors is
not held on the date designated therefor,  the directors shall cause the meeting
to be held as soon thereafter as convenient.

     Section 3.   Election of Directors:   Elections of the
directors of the corporation               be by written ballot.

     Section 4. Special  Meetings:  Special meetings of the stockholders may
be  called  at any  time  by  the  President,  or the  Board  of  Directors,  or
stockholders  entitled  to  cast at  least  one-fifth  of the  votes  which  all
stockholders are entitled to cast at the particular  meeting.  At any time, upon
written request of any person or persons who have duly called a special meeting,
it shall be the duty of the Secretary to fix the date of the meeting, to be held
not more than sixty days after  receipt of the  request,  and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of the meeting
and give notice thereof, the
person or persons calling the meeting may do so.

     Business  transacted  at all  special  meetings  shall be  confined  to the
objects stated in the call and matters germane thereto,  unless all stockholders
entitled to vote are present and consent.

     Written notice of a special  meeting of  stockholders  stating the time and
place and object thereof,  shall be given to each  stockholder  entitled to vote
thereat at least days before such meeting,  unless a greater period of notice is
required by statute in a particular case.

     Section  5. A majority  of the  outstanding  shares of the  corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
entitled  to vote is  represented  at a  meeting,  a  majority  of the  share so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  The stockholders  present at a duly organized  meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

     Section  6.  Proxy.  Each  stockholder  entitled  to vote at a  meeting  of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

     A duly  executed  proxy  shall  be  irrevocable  if it  states  that  it is
irrevocable  and if,  and  only an  long  as,  it is  coupled  with an  interest
sufficient  in  law to  support  an  irrevocable  power.  A  proxy  may be  made
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest in the stock itself or an interest in the  corporation  generally.  All
proxies  shall be filed with the  Secretary  of the meeting  before  being voted
upon.

     Section 7. Notice of Meetings.  Whenever  stockholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.

     Unless  otherwise  provided by law,  written notice of any meeting shall be
given not less than ten nor more than sixty days  before the date of the meeting
to each stockholder entitled to vote at such meeting.

     Section 8.  Consent in Lieu of  Meetings.  Any action  required  to be
taken at any annual or Special meeting of stockholders or a corporation,  or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent 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. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those stockholders who have not consented in writing.

     Section 9. List of  Stockholders:  The  officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting,  arranged in  alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
No share of stock upon which any installment is due and unpaid shall be voted at
any meeting.  The list shall be open to the examination of any stockholder,  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, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
hold.  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  stockholder
who is present.


                             ARTICLE IV - DIRECTORS

     Section 1. The business and affairs of this corporation shall be managed by
its Board of Directors,  in number.  The directors need not be residents of this
state  or  stockholders  in  the  corporation.  They  shall  be  elected  by the
stockholders at the annual meeting of stockholders of the corporation,  and each
director  shall be  elected  for the term of one year,  and until his  successor
shall be elected and shall qualify or until his earlier resignation or removal.

     Section 2. Regular Meetings.  Regular meetings of the Board
shall be held without notice
                         at the registered office of the
corporation, or at such other time and place as shall be determined
by the Board.

     Section 3. Special Meetings. Special meetings of the Board may be called by
the President on days notice to each director,  either  personally or by mail or
by telegram;  special  meetings shall be called by the President or Secretary in
like  manner and an like  notice on the  written  request  of a majority  of the
directors in office.

     Section 4. Quorum:  A majority of the total number of
directors shall constitute a quorum for the transaction of
business.

     Section 5. Consent in Lieu of Meeting:  Any action required or permitted to
be taken at any meeting of the Board of Directors,  or of any committee  thereof
may be taken without a meeting if all members of the Board of committee,  as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the  minutes  of  proceedings  of the  Board  or  committee.  The  Board of
Directors may hold its meetings, and have an office

     Section 6. Conference Telephone:  One or more directors may participate
in a meeting of the Board,  or a committee of the Board or of the  stockholders,
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 this  manner  shall  constitute  presence  in  person  at such
meeting.

     Section 7.  Compensation.  Directors as such,  shall not receive nay stated
salary for their  services,  but by  resolution  of the  Board,  a fixed sum and
expenses of attendance at each regular or special meeting of the Board PROVIDED,
that nothing herein.  contained shall be construed to preclude any director from
serving  the  corporation  in any  other  capacity  and  receiving  compensation
therefor.

     Section 8.  Removal:  Any director or the entire Board of Directors  may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, except that when cumulative voting
is permitted, if less than the entire Board is to be removed, no director may be
removed  without cause if the votes cast against his removal would be sufficient
to elect him if then  cumulatively  voted at an election of the entire  Board of
Directors,  or, if there be classes of directors, at an election of the class of
directors of which he is a part.


                              ARTICLE V - OFFICERS

     Section 1. The executive officers of the corporation shall be chosen by the
directors  and  shall be a  President,  Secretary  and  Treasurer.  The Board of
Directors may also choose a Chairman, one or more Vice Presidents and such other
officers  as it shall deem  necessary.  Any number of offices may be held by the
same person.

     Section 2. Salaries: Salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors.

     Section 3. Term of  office:  The  officers  of the  corporation  shall hold
office for one year and until their  successors  are chosen and have  qualified.
Any  officer or agent  elected or  appointed  by the Board may be removed by the
Board of Directors
whenever in its judgment the best interest of the corporation will
be served thereby.

     Section 4. President: The President shall be the chief executive officer of
the  corporation;  he shall  preside at all  meetings  of the  stockholders  and
directors;  he shall have general and active  management  of the business of the
corporation,  shall see that all orders and resolutions of the Board are carried
into effect,  subject,  however,  to the right of the  directors to delegate any
specific powers,  except such as may be by statute exclusively  conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds,  mortgages and other  contracts  requiring a seal,  under the seal of the
corporation.  He shall be EX-OFFICIO a member of all committees,  and shall have
the general power and duties of supervision and management usually vested in the
office of President of a corporation.

     Section 5. Secretary:  The Secretary shall attend all sessions of the Board
and all meetings of the  stockholders  and act as clerk thereof,  and record all
the votes of the corporation  and the minutes of all its  transactions in a book
to be kept for that purpose, and shall perform like duties for all committees of
the Board of  Directors  when  required.  He shall  give,  or cause to be given,
notice of all meetings of the  stockholders  and of the Board of Directors,  and
shall  perform such other duties as may be  prescribed by the Board of Directors
or  President,  and under whose  supervision  he shall be. He shall keep in safe
custody the corporate seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it.

     Section 6.  Treasurer:  The  Treasurer  shall have custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the  corporation,  and shall keep the moneys
of the  corporation  in separate  account to the credit of the  corporation.  He
shall  disburse  the funds of the  corporation  as may be  ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and  directors,  at the  regular  meetings of the Board,  or  whenever  they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.

                             ARTICLE VI - VACANCIES

     Section 1. Any vacancy occurring in any office of the corporation by death,
resignation,  removal or  otherwise,  shall be filled by the Board of Directors.
Vacancies and newly  created  directorships  resulting  from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office,  although not less than a quorum, or by a sole remaining director. if
at any time, by reason of death or resignation or other cause,  the  corporation
should have no directors in office,  then any officer ar any  stockholder  or an
executor,  administrator,  trustee  or  guardian  of  a  stockholder,  or  other
fiduciary entrusted
with like  responsibility  for the person or estate of  stockholder,  may call a
special  meeting of  stockholders  in  accordance  with the  provisions of these
By-Laws.

     Section  2.  Resignations  Effective  at  Future  Date:  When  one or  more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office,  including those who have so r*signed,  shall have
power to fill such  vacancy or  vacancies,  the vote thereon to take effect when
such resignation or resignations shall become effective.

                         ARTICLE VII - CORPORATE RECORDS

     Section 1. Any  stockholder  of record,  in person or by  attorney or other
agent,  shall, upon written demand under oath stating the purpose thereof,  have
the right during the usual hours for business to inspect for any proper  purpose
the corporation's stock ledger, a list of its stockholders,  and its other books
and records,  and to make copies or extracts  therefrom.  A proper purpose shall
mean a purpose reasonably related to such person's interest as a stockholder. In
every  instance  where an  attorney or other agent shall be the person who seeks
the right to  inspection,  the demand under oath shall be accompanied by a power
of attorney or such other writing which  authorizes  the attorney or other agent
to so act on behalf of the stockholder.  The demand under oath shall be directed
to the  corporation at its  registered  office in this state or at its principal
place of business.


               ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

     Section 1. The stock  certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by the

     Section 2. Transfers: Transfers of shares shall be made on the books of the
corporation upon surrender of the certificates therefor,  endorsed by the person
named in the  certificate or by attorneys  lawfully  constituted in writing.  No
transfer shall he made which is inconsistent with law.

     Section 3. Lost Certificate: The corporation may issue a new certificate of
stock in the place of any certificate  theretofore signed by it, alleged to have
been lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed  certificate,  or his legal representative to give the
Corporation a bond sufficient to indemnify it 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 such new certificate.

     Section 4. Record Date: In order that the corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any  adjournment  thereof,  or the express consent to
corporate action in writing without a meeting, 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 stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than tan
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action.

         If no record date is fixed:

              (a) The record date for determining stockholder entitled to notice
         of or to vote at a  meeting  of  stockholders  shall be at the close of
         business on the day next preceding the day on which notice is given, or
         if notice is waived, at the close of business on the day next preceding
         the day on which the meeting is held.

              (b) The  record  date for  determining  stockholders  entitled  to
         express consent to corporate action in writing without a meeting,  when
         no prior action by the Board of Directors  is  necessary,  shall be the
         day on which the first written consent is expressed.

              (c) The record  date for  determining  stockholders  for any ether
         purpose shall be at the close of business on the day on which the Board
         of Directors adopts the resolution relating thereto.

              (d) A  determination  of stockholders of record entitled to notice
         of or  to  vote  at a  meeting  of  stockholders  shall  apply  to  any
         adjournment  of the  meeting;  provided,  however,  that  the  Board of
         Directors may fix a now record date for the adjourned meeting.

     Section 5. Dividends.  The Board of Directors may declare and pay dividends
upon the  outstanding  shares of the  corporation  from time to time and to such
extent as they deem  advisable,  in the manner and upon the terms and conditions
provided by the statute and the Certificate of incorporation.

     Section 6. Reserves:. Before payment of any dividend there may be set aside
out of the net  profits of the  corporation  such sum or sums as the  directors,
from time to time, in their absolute discretion,  think proper as a reserve fund
to  meet  contingencies,  or  for  equalizing  dividends,  or for  repairing  or
maintaining  any property of the  corporation,  or for such other purpose as the
directors  shall think  conducive to the interests of the  corporation,  and the
directors may abolish any such reserve in the manner in which it was created.

                      ARTICLE IX - MISCELLANEOUS PROVISIONS


     Section 1. Checks: All checks or demands for money and notes
of the corporation shall be signed by such officer or officers as
the Board of Directors may from time to time designate.

     Section 2. Fiscal Year.  The fiscal year shall begin on the
first day of

     Section 3. Notice.  Whenever  written notice is required to be given to any
person,  it may be given to such person,  either personally or by sending a copy
thereof  through  the mail,  or by  telegram,  charges  prepaid,  to his address
appearing on the books of the corporation, or supplied by him to the corporation
for the  purpose of notice.  If the notice is sent by mail or by  telegraph,  it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph  office for  transmission  to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a  special  meeting  of  stockholders,  the  general  nature  of the
business to be transacted.

     Section 4. Waiver of Notice.  Whenever  any  written  notice is required by
statute,  or by the  Certificate  or the  By-Laws of this  corporation  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the  giving  of  such  notice.  Except  in the  case  of a  special  meeting  of
stockholders,  neither the business to be  transacted  at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance of
a person either in person or by proxy, at any meeting shall  constitute a waiver
of notice  of such  meeting,  except  where a person  attends a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting was not lawfully called or convened.

     Section 5.  Disallowed  Compensation.  Any  payments  made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or  entertainment  expense  incurred by him, which shall be disallowed in
whole or in part as a deductible  expense by the Internal Revenue Services shall
be reimbursed by such officer or employee to the  corporation to the full extent
of such  disallowance  it  shall be the duty of the  directors,  as a Board,  to
enforce  payment  of each such  amount  disallowed.  in lieu of  payment  by the
officer  Or  employee,   subject  to  the   determination   of  the   directors,
proportionate amounts may be withheld from his future

 compensation payments until the amount owed to the corporation has
been recovered.

     Section 6.  Resignations: Any director or other officer may
resign at anytime, such resignation to be in writing, and to take
effect from the time of its receipt by the corporation, unless some
time be fixed in the resignation and then from that date.  The
acceptance of a resignation shall not be required to make it
effective.


                          ARTICLE X - ANNUAL STATEMENT

     Section  1. The  president  and Board of  Directors  shall  present at each
annual meeting a full and complete  statement of the business and affairs of the
corporation  for the  preceding  year.  Such  statement  shall be  prepared  and
presented in whatever  manner the Board of Directors  shall deem  advisable  and
need not be verified by a certified public accountant.

                             ARTICLE XI - AMENDMENTS

     Section  1.  These  By-Laws  may be  amended  or  repealed  by the  vote of
stockholders  entitled  to cast at  least a  majority  of the  votes  which  all
stockholders are entitled to cast thereon,  at any regular or special meeting of
the  stockholders,  duly  convened  after  notice  to the  stockholders  of that
purpose.