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                                                                     EXHIBIT 3.3



                                     BYLAWS
                                       OF
                      SOUTHERN BOTTLED WATER COMPANY, INC.
                              A Texas Corporation
                              (the "Corporation")


                                   ARTICLE I.
                                    OFFICES

         Section 1.       Registered Office.  The Corporation shall have and
continuously maintain a registered office in the State of Texas which may be,
but need not be, the same as its place of business (if located within the State
of Texas).  The address of the registered office and the name of the registered
agent at such address shall be as set forth in the Corporation's Articles of
Incorporation.

         Section 2.       Place of Business.  In addition to its registered
office, the Corporation may have offices and places of business at such places,
both within and without the State of Texas, as the Board of Directors may from
time to time determine or the business of the Corporation may require.


                                  ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

         Section 1.       Annual Meetings.  Annual meetings of the shareholders
shall be held at such times as shall be determined by the Board of Directors.
At each annual meeting, the shareholders shall elect a Board of Directors, and
shall transact such other business as may be properly brought before the
meeting.

         Section 2.       Special Meetings.  Unless otherwise provided by the
Articles of Incorporation, special meetings of the shareholders may be called
by the President, the Board of Directors or the holders of shares representing
not less than ten percent (10%) of the votes entitled to be cast on any issue
at meetings of shareholders.  A special meeting may be called for any purpose
or purposes though business transacted at a special meeting shall be confined
to the purposes stated in the notice of such meeting.

         Section 3.       Place of Meetings.  Meetings of the shareholders of
the Corporation shall be held at such places within or without the State of
Texas as shall be determined by the Board of Directors or, in the absence of
such a determination, meetings of shareholders shall be held at the principal
office of the Corporation.

         Section 4.       Notice of Meetings.  Written 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 (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary or
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the person calling the meeting, to each shareholder entitled to vote at the
meeting.  If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his or her address as
it appears on the stock transfer books of the Corporation, with postage thereon
prepaid.

         Section 5.       Voting List.  At least ten (10) days before each
meeting of the shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the residence 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.  Such list shall be
kept on file at the registered office or principal place of business of the
Corporation for a period of ten (10) days prior to such meeting, and shall be
subject to inspection by any shareholder who may be present.  The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.  Failure to comply with the requirements of this
Section shall not affect the validity of any action taken at such meeting.

         Section 6.       Quorum of Shareholders; Adjournment.

                 (A)      The holders of shares representing a majority of the
votes entitled to be cast at a meeting, present in person or represented by
proxy, shall be requisite to and shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise provided
by the Articles of Incorporation or by these Bylaws.  Once a quorum is present
at a meeting of shareholders, the shareholders represented in person or by
proxy at the meeting may conduct such business as may be properly brought
before the meeting until it is adjourned, and the subsequent withdrawal from
the meeting of any shareholder or the refusal of any shareholder represented in
person or by proxy to vote shall not affect the presence of a quorum at the
meeting.  Upon attainment of representation by a quorum, subsequent to an
adjournment of the meeting, any business may be transacted which might have
been transacted at the meeting as originally notified.

                 (B)      If a quorum is not present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present or represented.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
these Bylaws, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of the share transfer
records and the stated period of closing has expired.

         Section 7.       Organization; Order of Business.  The Chairman of the
Board or such other person as the Board of Directors may have designated or, in
the absence of such a person, the President of the Corporation or, in his
absence such person as may be chosen by the holders of shares representing a
majority of the votes which could be cast by those present, in person or by
proxy, and entitled to vote shall call to order any meeting of the shareholders
and act as chairman of the meeting.  The Secretary of the Corporation, if
present, shall act as secretary of the meeting, but in his absence, the
secretary of the meeting shall be such person as the chairman



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of the meeting appoints.  The chairman of any meeting of shareholders shall
determine the order of business and the procedure at the meeting, including
regulation of the manner of voting and the conduct of discussion; but the order
of business to be followed at any meeting at which a quorum is present may be
changed by the holders of shares of stock present in person or by proxy and
entitled to vote at such meeting (determined by a majority of the votes cast).

         Section 8.       Required Vote.  With respect to matters other than
elections of directors, except as otherwise required by statute, the Articles
of Incorporation or these Bylaws, the vote of the holders of shares
representing a majority of the votes cast shall decide any question properly
brought before such meeting.  Directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors.

         Section 9.       Method of Voting; Proxies.  Each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to
a vote at a meeting of the shareholders, except to the extent that the voting
rights of the shares of any class or classes are enhanced or limited by
statute, by the Articles of Incorporation (including amendments thereto) or by
agreement.  At any meeting of the shareholders, each shareholder having the
right to vote shall be entitled to vote in person, or by written proxy
appointed by an instrument executed by such shareholder.  No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.  A proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable by law.  Each
proxy shall be filed with the Secretary of the Corporation prior to or at the
time of the meeting.  Any vote may be taken by voice or by show of hands unless
a shareholder entitled to vote objects, in which case written ballots shall be
used.

         Section 10.      Action Without Meeting.  Any action which must or may
be taken at any annual or special meeting of shareholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by (i) the holders
of all the shares entitled to vote with respect to the action that is the
subject of the consent, or (ii) if the Articles of Incorporation so provide,
the holders of shares of 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 on the action 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 shareholders who did not
consent in writing.

         Section 11.      Telephone Meeting.  Shareholders may participate in
and hold a meeting by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other.  Participation in a meeting pursuant to this Section shall constitute
presence in person at such 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.





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                                  ARTICLE III.
                                   DIRECTORS

         Section 1.       Management of the Corporation.  The powers of the
Corporation shall be exercised by or under the authority of, and the business
and affairs of the Corporation shall be managed under the direction of, the
Board of Directors of the Corporation.  Except to the extent otherwise limited
by statute, the Articles of Incorporation, or these Bylaws, the Board of
Directors shall have the broadest powers available under Texas law.

         Section 2.       Number.  The number of directors constituting the
Board of Directors shall be determined from time to time by resolution of a
majority of directors then in office, though less than a quorum; provided that
at all times the number of directors shall be at least one (1) and no decrease
shall have the effect of shortening the term of any incumbent director.

         Section 3.       Qualifications, Election and Term.  Directors need
not be residents of Texas or shareholders of the Corporation.  The directors
constituting the Board of Directors shall be elected at the annual meeting of
shareholders by a plurality of the votes cast by the shareholders entitled to
vote at such election of directors.  Each director, upon election to the Board
of Directors, shall hold office until the next annual meeting of shareholders
and until his or her successor is elected and qualified.

         Section 4.       Chairman of the Board.  The Board of Directors may
elect a member from the Board of Directors to serve as Chairman of the Board.
The Chairman of the Board shall preside at meetings of the Board of Directors
and shareholders.

         Section 5.       Removal.  Any director may be removed either for or
without cause at any special or annual meeting of the shareholders by the
affirmative vote of the holders of shares having a majority of the entire
number of votes entitled to be cast for the election of such director, if
notice of the intention to act upon such matter shall have been given in the
notice calling such meeting.

         Section 6.       Vacancies.  Any vacancies occurring in the Board of
Directors for any reason may be filled by a majority vote of the directors then
in office, though less than a quorum, or by election at an annual meeting of
shareholders or at a special meeting of shareholders called for that purpose;
provided that, during the period between any two (2) successive annual meetings
of shareholders, the Board of Directors may not fill more than two (2)
vacancies resulting from an increase in the number of directors.  A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office.

         Section 7.       Place of Meetings.  The directors of the Corporation
may hold their meetings, both regular and special, either within or without the
State of Texas.

         Section 8.       Annual Meetings.  Each newly elected Board of
Directors shall hold an annual meeting without further notice immediately
following the annual meeting of shareholders and at the same place, unless such
place or time is changed by a majority vote of the directors then elected and
serving.





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         Section 9.       Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at such times and places as may be fixed
from time to time by resolutions adopted by the Board of Directors and
communicated to all directors at their last known addresses.  Except as
otherwise provided by statute, the Articles of Incorporation or these Bylaws,
neither the business to be transacted at, nor the purpose of, any regular
meeting need be specified in the notice or waiver of notice of such meeting.

         Section 10.      Special Meetings.  Special meetings of the Board of
Directors may be called by the President upon 24 hours' notice to each
director, personally or by mail, telegram or facsimile.  Special meetings shall
be called by the President in like manner and on like notice on the written
request of two (2) directors.  Except as may be otherwise expressly provided by
statute, the Articles of Incorporation or these Bylaws, neither the business to
be transacted at, nor the purpose of, any special meeting need be specified in
the notice or waiver of notice of such meeting.

         Section 11.      Quorum; Majority Vote.  At all meetings of the Board
of Directors, the presence of a majority of the number of directors fixed in
accordance with these Bylaws shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically required by
statute, the Articles of Incorporation or these Bylaws.  If a quorum is not
present at any meeting of the directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.  Upon attainment of representation
by a quorum, subsequent to an adjournment of the meeting, any business may be
transacted which might have been transacted at the meeting as originally
notified.

         Section 12.      Presumption of Assent.  A director of the Corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless the director shall file his or her written dissent to such action
with the person acting as the Secretary of the meeting before adjournment
thereof or shall forward such dissent by certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

         Section 13.      Compensation.  The Board of Directors shall have
authority to determine from time to time the amount of compensation, if any,
which shall be paid to its members for their services as directors and as
members of standing or special committees of the Board.  The Board shall also
have power in its discretion to provide for and to pay to directors rendering
services to the Corporation not ordinarily rendered by directors as such,
special compensation appropriate to the value of such services as determined by
the Board from time to time.  Nothing in these Bylaws shall be construed to
preclude any directors from serving the Corporation in any capacity other than
as a director and receiving compensation therefor.





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         Section 14.      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 15.      Action Without Meeting.  Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Directors or
such committee, as the case may be.  Such consent shall have the same force and
effect as unanimous vote at a meeting, and may be stated as such in any
document or instrument filed with the Secretary of State.  The signed consent
or a copy thereof shall be placed in the minute book of the Corporation.

         Section 16.      Telephone Meeting.  Members of the Board of Directors
or of any committee thereof may participate in and hold a meeting of the Board
of Directors of any committee thereof by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other.  Participation in a meeting pursuant to this
Section shall constitute presence in person at such 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.

                                  ARTICLE IV.
                            COMMITTEES OF THE BOARD

         Section 1.       Designation and Authority.  The Board of Directors
may, by resolution adopted by a majority of the full Board of Directors,
designate from among its members one or more committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the business and
affairs of the Corporation, except that no such committee shall have the
authority of the Board of Directors to: amend the Articles of Incorporation
(other than in connection with the issuance of shares in series); propose a
reduction of the stated capital of the Corporation; approve a plan of merger or
share exchange of the Corporation; recommend to the shareholders the sale,
lease or exchange of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business;
recommend to the shareholders a voluntary dissolution of the Corporation or a
revocation thereof; amend, alter or repeal the bylaws of the Corporation or
adopt new bylaws of the Corporation; fill vacancies in the Board of Directors;
fill vacancies in or designate alternate members of any committee of the Board
of Directors; fill any directorship to be filled by reason of an increase in
the number of directors; elect or remove officers of the Corporation or members
or alternate members of any committee of the Corporation; fix the compensation
of any member or alternate members of such committee; or alter or repeal any
resolution of the Board of Directors that by its terms provides that it shall
not be so amendable or repealable; and, unless such resolution expressly so
provides, no such committee shall have the authority to authorize a
distribution or to authorize the issuance of shares of the Corporation.





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         Section 2.       Change in Number.  The number of members of any
committee may be increased or decreased from time to time by resolution adopted
by the Board of Directors.

         Section 3.       Removal and Vacancies.  Members of committees may be
removed by the Board of Directors.  Vacancies in committees may be filled by
the Board of Directors.

         Section 4.       Transaction of Business.  Committees shall transact
business (at meetings or by unanimous consent) in the same manner as the Board
of Directors.

         Section 5.       Responsibility.  The designation of any 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 V.
                                     NOTICE

         Section 1.       Manner of Giving Notice.  Unless otherwise required
by these Bylaws, whenever any notice is required to be given under law, the
Articles of Incorporation or these Bylaws, such notice may be given in writing,
and delivered personally, through the United States mail, by a recognized
express delivery service (such as Federal Express) or by means of telegram,
telex or facsimile transmission, addressed to such director or shareholder, as
the case may be, at his or her address or telex or facsimile transmission
number, as the case may be.  All notices shall be deemed to be given on the
earlier of receipt or at the time when the same shall be deposited in the mail
or with an express delivery service or when transmitted, as the case may be,
addressed or directed to the proper destination as it appears on the records of
the Corporation, with postage and fees thereon prepaid.  An affidavit of the
Secretary or Assistant Secretary or of the transfer agent of the Corporation
that the notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

         Section 2.       Waiver of Notice.  Whenever any notice is required to
be given to any committee member, director or shareholder of the Corporation
under the provisions of the statutes, the Articles of Incorporation or these
Bylaws, 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 deemed 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 expressed purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.


                                  ARTICLE VI.
                        OFFICERS, EMPLOYEES AND AGENTS:
                               POWERS AND DUTIES

         Section 1.       Appointment of Officers.  The Board of Directors
shall appoint as officers of the Corporation a President and a Secretary.  The
Board of Directors may appoint a Treasurer, one or more Vice Presidents and
such other officers (including assistant officers) as the Board of Directors
deems necessary or appropriate.  Additionally, unless expressly prohibited by
the Board of Directors, the President may appoint such assistant officers as
the President deems necessary.





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         Section 2.       Qualifications.  Officers of the Corporation need not
be directors or shareholders of the Corporation, or residents of the State of
Texas.  Any two or more offices may be held by the same person.

         Section 3.       Term of Office.  Each officer of the Corporation
shall hold office for the term specified by the Board of Directors.  If no term
is specified, each officer shall hold office until his or her successor is
chosen and qualifies, or until his or her earlier death, resignation or removal
from office.  The designation of a specific term of office does not grant to an
officer any contract rights, and the Board of Directors may remove such officer
as provided in these Bylaws.

         Section 4.       Removal; Filling of Vacancies.  Any officer may be
removed at any time, for or without cause, by the Board of Directors or, if
appointed by the President, by the President.  Such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  A vacancy
occurring in any office for any reason may be filled by the Board of Directors.
A vacancy in any office held by an officer appointed by the President may be
filled by the President unless such authority is limited by the Board of
Directors.

         Section 5.       Compensation.  The compensation of all officers of
the Corporation shall be fixed from time to time by the Board of Directors.
The Board of Directors may from time to time delegate to the President the
authority to fix the compensation of any or all of the other officers of the
Corporation.

         Section 6.       Chief Executive Officer.  Subject to the direction
and authority of the Board of Directors, the Chief Executive Officer shall have
general executive charge, management and control of the properties, business
and operations of the Corporation with all such powers as may be reasonably
incident to such responsibilities and each shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
be assigned to him by the Board of Directors.  The Chief Executive Officer may
from time to time delegate any of the aforementioned duties and
responsibilities in accordance with these Bylaws to any officer who directly or
indirectly reports to him.

         Section 7.       President.  The President shall have charge of such
properties, business and operations of the Corporation as may be assigned to
him from time to time in accordance with these Bylaws by the Chief Executive
Officer, as well as all such powers as may be reasonably incident to such
charge.  Unless the Board of Directors otherwise determines, he shall, in the
absence of the Chairman of the Board and the Chief Executive Officer, preside
at all meetings of the shareholders and the Board of Directors.  The President
shall have such other powers and duties as designated in accordance with these
Bylaws and as the Board of Directors shall prescribe.  The President shall
report directly to the Chief Executive Officer and the Board of Directors.

         Section 8.       Vice Presidents.  Each Vice President shall generally
assist the President and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to such Vice
President by the President or the Board of Directors, and shall have such other
powers and perform such duties and services as usually appertain to the





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office of Vice President of a corporation and which are not inconsistent with
the powers, duties and services prescribed or delegated by the President or the
Board of Directors.

         Section 9.       Secretary.  The Secretary shall see that notice is
given of all meetings of the shareholders and special meetings of the Board of
Directors and shall keep and attest true records of all proceedings at all
meetings of the shareholders and the Board of Directors.  The Secretary shall
have charge of the corporate seal and have authority to attest any and all
instruments or writings to which the same may be affixed.  The Secretary shall
keep and account for all books, documents, papers and records of the
Corporation except those for which some other officer or agent is properly
accountable.  The Secretary shall have authority to sign stock certificates and
shall generally perform all the duties usually appertaining to the office of
secretary of a corporation.  In the absence or disability of the Secretary, the
Secretary's duties shall be performed and the Secretary's powers may be
exercised by the Assistant Secretaries in the order of their seniority, unless
otherwise determined by the Secretary, the President or the Board of Directors.

         Section 10.      Assistant Secretaries.  Each Assistant Secretary
shall generally assist the Secretary and shall have such powers and perform
such duties and services as shall from time to time be prescribed or delegated
to such Assistant Secretary by the Secretary, the President or the Board of
Directors.

         Section 11.      Treasurer.  The Treasurer shall be the chief
accounting and financial officer of the Corporation and shall have active
control of and shall be responsible for all matters pertaining to the accounts
and finances of the Corporation.  The Treasurer shall audit all payrolls and
vouchers of the Corporation and shall direct the manner of certifying the same;
shall receive, audit and consolidate all operating and financial statements of
the Corporation and its various departments; shall have supervision of the
books of account of the Corporation, their arrangement and classification;
shall supervise the accounting and auditing practices of the Corporation; and
shall have charge of all matters relating to taxation.  The Treasurer shall
have the care and custody of all monies, funds and securities of the
Corporation; shall deposit or cause to be deposited all such funds in and with
such depositories as the Board of Directors shall from time to time direct or
as shall be selected in accordance with procedures established by the Board of
Directors; shall advise upon all terms of credit granted by the Corporation;
and shall be responsible for the collection of all its accounts and shall cause
to be kept full and accurate accounts of all receipts and disbursements of the
Corporation.  The Treasurer shall have the powers to endorse for deposit or
collection or otherwise all checks, drafts, notes, bills of exchange or other
commercial papers payable to the Corporation and to give proper receipts or
discharges for all payments to the Corporation.  The Treasurer shall generally
perform all the duties usually appertaining to the office of treasurer of a
corporation.  In the absence or disability of the Treasurer his or her duties
shall be performed and his or her powers may be exercised by the Assistant
Treasurers in the order of their seniority, unless otherwise determined by the
Treasurer, the President or the Board of Directors.

         Section 12.      Assistant Treasurers.  Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to





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time be prescribed or delegated to such Assistant Treasurer by the Treasurer,
the President or the Board of Directors.

         Section 13.      Additional Powers and Duties.  In addition to the
foregoing specially enumerated duties, services and powers, the several elected
and appointive officers of the Corporation shall perform such other duties and
services and exercise such further powers as may be provided by statute, the
Articles of Incorporation or these Bylaws, or as the Board of Directors may
from time to time determine or as may be assigned to them by any competent
superior officer.


                                  ARTICLE VII.
                          STOCK AND TRANSFER OF STOCK

         Section 1.       Certificates Representing Shares.  Certificates in
such form as may be determined by the Board of Directors and as shall conform
to the requirements of the statutes, the Articles of Incorporation and these
Bylaws shall be delivered representing all shares to which shareholders are
entitled.  Such certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued.  Each certificate
shall state on the face thereof that the Corporation is organized under the
laws of the State of Texas, the holder's name, the number and class of shares
and the designation of the series, if any, which such certificate represents,
the par value of such shares or a statement that such shares are without par
value and such other matters as may be required by law.  Each certificate shall
be signed by the President or a Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of the Corporation or a
facsimile thereof.  If any certificate is countersigned by a 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 such officer may be a
facsimile.

         Section 2.       Issuance.  Subject to the provisions of the statutes,
the Articles of Incorporation or these Bylaws, shares may be issued for such
consideration 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, fixed as provided by law, has been paid.

         Section 3.       Payment of Shares.  The consideration for the
issuance of shares shall consist of any tangible or intangible benefit to the
Corporation, including cash, promissory notes, services performed, contracts
for services to be performed, or other securities of the Corporation.  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.  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
nonassessable.

         Section 4.       Lost, Stolen or Destroyed Certificates.  The Board of
Directors, the President, or such other officer or officers of the Corporation
as the Board of Directors may from time to time designate, in their discretion,
may direct a new certificate or certificates representing shares to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the





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person claiming the certificate or certificates to be lost, stolen or
destroyed.  When authorizing such issuance of a new certificate or
certificates, the Board of Directors, the President, or any such other officer,
in their discretion and as a condition precedent to the issuance thereof, may
require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as the Board of Directors, the President or such other officer shall
require and/or give the Corporation a bond in such form, in such sum, and with
such surety or sureties, as they may direct as indemnity against any claim that
may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost, stolen or destroyed.

         Section 5.       Transfers of Shares.  Shares of stock shall be
transferable only on the books of the Corporation at the direction of the
registered holder thereof or by such holder's duly authorized attorney.  Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate or certificates representing shares, duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, with all
required stock transfer tax stamps affixed thereto and canceled or accompanied
by sufficient funds to pay such taxes, it shall be the duty of the Corporation
or the transfer agent of the Corporation to issue a new certificate or
certificates to the person entitled thereto, cancel the old certificate or
certificates and record the transaction upon its books.

         Section 6.       Registered Shareholders.  The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, 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.

         Section 7.       Restriction on Transfer of Shares of Stock. These
Bylaws authorize (but do not require) a restriction on the transfer of the
Corporation's shares which:

                 (A)      maintains the status of the Corporation as an
electing small business corporation under Subchapter S of the United States
Internal Revenue Code;

                 (B)      obligates the holders of the restricted stock to
offer to the Corporation or the other holders of stock of the Corporation a
prior opportunity, to be exercised within a reasonable time, to acquire the
restricted stock pursuant to an agreement respecting the purchase and sale of
the restricted stock;

                 (C)      obligates the Corporation to the extent permitted by
law or any holder of stock of the Corporation to purchase the stock which is
the subject of an agreement respecting the purchase and sale of the restricted
stock; or

                 (D)      requires the Corporation and the holders of any stock
of the Corporation to consent to any proposed transfer of the restricted stock
for the purpose of preventing violations of federal or state law.





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         The Corporation will furnish to the holder of a certificate of stock
in the Corporation, without charge, upon written request to the Corporation at
its principal place of business or registered office, a copy of the Bylaws and
the Agreement, if any, restricting the transfer of stock.


                                 ARTICLE VIII.
                                 MISCELLANEOUS

         Section 1.       Fixing Record Dates.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution by the
Corporation (other than a distribution involving a purchase or redemption by
the Corporation of any of its shares) or a share dividend, or in order to make
a determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the Board of Directors may (i)
fix in advance the record date for any such determination of shareholders,
though such record date shall not be more than sixty (60) days and, for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, shall not be less than ten (10) days, prior to the
date on which the particular action requiring such determination of
shareholders is to be taken, or (ii) close the share transfer records for a
period of not more than sixty (60) days and, for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, for
a period of not less than ten (10) days, prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
In the absence of any such action by the Board of Directors, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such distribution or share dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.  The record date for the purpose of determining shareholders
entitled to consent to an action shall be fixed in accordance with applicable
statutes.

         Section 2.       Reserves.  There may be created from time to time by
resolution of the Board of Directors, out of the earned surplus of the
Corporation, such reserve or reserves 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 such
other purpose as the directors shall think beneficial to the Corporation.  The
directors may modify or abolish any such reserve in the manner in which it was
created.

         Section 3.       Signature of Negotiable Instruments.  All bills,
notes, checks or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent or agents and in such manner as
are permitted by these Bylaws and/or as, from time to time, may be prescribed
by resolution (whether general or special) of the Board of Directors.

         Section 4.       Fiscal Year.  The business of the Corporation shall
be conducted on either a fiscal year or calendar year basis, and the selection
of the basis to be used shall be, and is hereby delegated to the discretion of
the Board of Directors.





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<PAGE>   13
         Section 5.       Seal.  The Corporation's seal, if obtained, shall be
in such form as shall be adopted and approved from time to time by the Board of
Directors.  The seal may be used by causing it, or a facsimile thereof, to be
impressed, affixed, imprinted or in any manner reproduced.  Except as expressly
required by law, no action shall be invalid or unenforceable for failure to use
the corporate seal in connection therewith.

         Section 6.       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
addresses of all shareholders and the number and class of the shares held by
each.

         Section 7.       Resignation.  Unless otherwise expressly provided,
any director, committee member, officer or agent 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.       Surety Bonds.  Such officers and agents of the
Corporation (if any) as the President, or the Board of Directors may direct,
from time to time, shall be bonded for the faithful performance of their duties
and for the restoration to the Corporation, in case of their death,
resignation, retirement, disqualification or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in their possession
or under their control belonging to the Corporation, in such amounts and by
such surety companies as the President or the Board of Directors may determine.
The premiums on such bonds shall be paid by the Corporation, and the bonds so
furnished shall be in the custody of the Secretary.

         Section 9.       Interested Directors, Officers and Security Holders.
No contract or transaction between the Corporation and one or more of its
directors, officers or security holders, or between the Corporation and any
other corporation, partnership, association, trust, plan or other organization
or enterprise in which one or more of the Corporation's directors, officers or
security holders are directors, officers, security holders, members or
employees, or have a direct or indirect financial interest, shall be void or
voidable solely because of such position or interest, solely because the
director, officer or security holder is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because the votes of such director, officer
or security holder are counted for such purpose, if:

                 (a)      the material facts of the contract or transaction and
of the relationship or interest are known or disclosed to the Board of
Directors or the committee, and the Board or committee in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum;





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<PAGE>   14
                 (b)      the material facts of the contract or transaction and
of the relationship or interest are known or disclosed to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by a vote of the shareholders; or

                 (c)      the contract or transaction is fair to the
Corporation as of the time it is authorized, approved, or ratified by the Board
of Directors, a committee thereof, or the shareholders.

                 Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.  No director shall be
liable to account to the Corporation for any profits realized by, from or
through any such contract or transaction by reason of an interest therein when
such contract or transaction has been authorized or ratified in accordance with
the foregoing.  This section shall not be construed to invalidate any contract
or transaction which would otherwise be valid in the absence of this provision.

         Section 10.      Indemnification.  Any person who was, is, or is
threatened to be made, a named defendant or respondent in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
arbitrative, investigative or administrative, any appeal in such action suit or
proceeding, and any inquiry or investigation that could lead to such an action,
suit or proceeding (collectively, a "proceeding"), by reason of the fact that
he or she is or was a director or officer of the Corporation, or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, shall be indemnified by the Corporation to
the fullest extent authorized by the Texas Business Corporation Act, as the
same exists or may hereafter be amended (but in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, court costs, fines, penalties, excise
taxes, and amounts paid in settlement) reasonably incurred or suffered in
connection therewith and such indemnification shall continue as to any such
person who has ceased to be a director or officer and shall inure to the
benefit of such persons' heirs, executors and administrators.  The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses (court costs and
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition; provided, the applicable requirements of the Texas Business
Corporation Act are met prior to such advancement.

         The right to indemnification and to the advancement of expenses
conferred in this Section shall not be exclusive of, nor shall it be construed
to limit, any other right which any person may have or hereafter acquire under
any statute, the Articles of Incorporation, these Bylaws, agreement, vote of
shareholders or otherwise.





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<PAGE>   15
                                  ARTICLE IX.
                                   AMENDMENTS

         These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present
by the affirmative vote of a majority of the directors present at such meeting.





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                                  CERTIFICATE

         I, A.J. Lewis, III, the undersigned Secretary of Southern Bottled
Water Company, Inc., do hereby certify that the foregoing is a true and correct
copy of the Bylaws of said Corporation as duly approved at the organizational
meeting of the Board of Directors of the Corporation and as duly amended by
action of the Board of Directors through the date hereof.

         WITNESS my hand and the seal of the Corporation this the 31st day of
March 1998.




                                           /s/ A.J. Lewis, III
                                           -----------------------------------
                                           A.J. Lewis, III, Secretary






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