Exhibit 3.2



                                     BY-LAWS


                                       OF


                             WINN-DIXIE STORES, INC.

                             * * * * * * * * * * * *

                                   ARTICLE I.

                                     Offices

     Section 1. Registered  Office and Principal  Office:  The registered office
and principal office of the Corporation shall be located at 5050 Edgewood Court,
in the City of Jacksonville,  County of Duval, and State of Florida,  or at such
place or places as the Board of Directors may from time to time designate or the
business of the Corporation may require.

     Section 2. Registered  Agent: The registered agent of the Corporation shall
be located at the registered  office of the  Corporation in the State of Florida
and shall be designated by resolution of the Board of Directors.

     Section 3. Other Offices:  The Corporation  may have other offices,  either
within or outside of the State of Florida,  at such place or places as the Board
of Directors may from time to time designate or the business of the  Corporation
may require.

                                   ARTICLE II.

                                      Seal

     Section  1. The  corporate  seal shall be  circular  in form and shall have
inscribed  thereon the name of the  Corporation,  the year of its  incorporation
(1928) and the words "Corporate Seal, Florida."

     Section 2. The Secretary shall be the custodian of the Seal and shall affix
the same to all  writings  and  documents  requiring  the Seal of the Company as
authorized by the Board of Directors.


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                                  ARTICLE III.

                            Meetings of Stockholders

     Section 1. Place:  All  meetings of the  stockholders  shall be held at the
principal office of the Corporation in the City of Jacksonville, County of Duval
and State of  Florida,  or at such other  place,  within or without the State of
Florida, as may be designated by the Board of Directors and stated in the notice
of meeting.

     Section 2. Annual Meeting: The annual meeting of stockholders shall be held
at 9:00  o'clock A.M. on the first  Wednesday  in October each year,  or at such
other time and on such other date as the Board of Directors may  determine,  for
the election of Directors and for the  transaction of such other business as may
be brought before the meeting.

     Any general  business  pertaining to the affairs of the  Corporation may be
transacted at the Annual Meeting without special notice.

     The directors  elected at the annual  meeting shall be elected by plurality
vote of the  stockholders  entitled to vote and present or duly  represented  at
such meeting.

     Section 3. Special  Meetings:  Special  meetings of the stockholders may be
called at any time by the Chairman of the Board,  or by the Board of  Directors.
The  Corporation  shall hold a special meeting of stockholders if the holders of
not less than thirty  percent  (30%) of all votes  entitled to vote on any issue
proposed to be considered at the proposed  special  meeting shall sign, date and
deliver to the  Corporation's  Secretary  one or more  written  demands  for the
meeting  describing  the  purpose or purposes  for which it is to be held.  Only
business within the purpose or purposes  described in the special meeting notice
may be conducted at a special stockholders' meeting.

     Section 4. Notice:  The Secretary  shall notify  stockholders  of the date,
time and place of the  Annual  Meeting no fewer than ten (10) or more than sixty
(60) days before the meeting date, and shall send each holder of record of stock
entitled to vote at such meeting, at the stockholder's  address as it appears in
the  Corporation's  current  record of  stockholders,  a notice  of such  annual
meeting,  by mail postage  prepaid,  or, if  authorized by the  stockholder,  by
electronic means,  stating the time and place of such meeting.  A similar notice
shall be given by the Secretary of all special meetings,  and in addition to the
requirements for notice of annual meeting, the notice for special meetings shall
include a  description  of the  purpose  or  purposes  for which the  meeting is
called; PROVIDED, HOWEVER, that any action taken at an annual or special meeting
of  stockholders  may be taken  without a meeting,  without  prior  notice,  and
without a vote, if (i) the action is taken by the holders of  outstanding  stock
entitled to vote thereon  having not less than the minimum  number of votes that
would be  necessary  to  authorize  or take such  action at a meeting,  (ii) the
approving  stockholders shall sign a written consent authorizing such action and
deliver such consent to the Corporation as provided in Section 607.0704, Florida
Business   Corporation   Act,   and  (iii)  within  ten  (10)  days  after  such
authorization  by  written  consent is  obtained,  notice  shall be given  those
stockholders who have not consented in writing pursuant to provisions of Section
607.0704(3) of the Florida Business Corporation Act.

     Section 5. Waiver of Notice:  A stockholder may waive notice of any meeting
before or after the date and time  stated in the  notice.  The waiver must be in
writing,  signed  by  the  stockholder  and  delivered  to the  Corporation  for
inclusion in the minutes or filing with the corporate  records.  A stockholder's
attendance,  in person or by proxy, at a meeting (i) waives objection to lack of
notice or  defective  notice  of the  meeting,  unless  the  stockholder  at the
beginning of the meeting objects to holding the meeting or transacting  business
at the meeting, or (ii) waives objection to consideration of a particular matter
at the  meeting  that is not within the  purpose or  purposes  described  in the



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meeting notice, unless the stockholder objects to considering the matter when it
is presented.

     Section 6. Quorum:  The holders of a majority of the issued and outstanding
shares  of  Capital  Stock  of the  Company  entitled  to vote  at the  meeting,
represented in person or by proxy, shall constitute a quorum for the transaction
of  business  at all  meetings of the  stockholders  except as may be  otherwise
provided by law or the Articles of  Incorporation.  The holders of a majority of
shares  represented,  and who would be entitled to vote at a meeting if a quorum
were present,  where a quorum is not present, may adjourn such meeting from time
to time.

     Once a share is  represented  for any purpose at the meeting,  it is deemed
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 7. Proxies:  Any stockholder entitled to vote at any meeting of the
stockholders may be represented and vote at such meeting by proxy by (i) signing
a  written  appointment  form or  having  such  appointment  form  signed by the
stockholder's authorized officer, director, employee, or agent by any reasonable
means including,  but not limited to, facsimile signature,  or (ii) transmitting
or authorizing  the  transmission  of a telegram,  cablegram,  or other means of
electronic  transmission  to the  person  who  will be the  proxy  or to a proxy
solicitation  firm,  proxy  support  service  organization,  registrar  or agent
authorized  by the person who will be  designated  as the proxy to receive  such
transmission.  Any telegram, cablegram or other means of electronic transmission
must set forth or be submitted  with  information  from which can be  determined
that the transmission was authorized by the stockholder. An appointment by proxy
is valid for eleven  months  from the date of receipt  by the  Secretary  or the
officer  or agent  authorized  to  tabulate  votes,  unless a longer  period  is
expressly provided in the appointment authorization.

     Section 8. Voting of Shares:  Unless otherwise  provided in the Articles of
Incorporation or these By-Laws, each outstanding share entitled to vote shall be
entitled  to one  vote on  each  matter  submitted  to a vote  at a  meeting  of
stockholders.  If a quorum  exists,  action on a matter is approved if the votes
cast by the stockholders  entitled to vote favoring the action exceeds the votes
cast opposing the action, unless a greater vote is required by Law, the Articles
of  Incorporation  or these By-Laws.  If prior to the voting for the election of
directors,  demand shall be made by or on behalf of any shares  entitled to vote
at such meeting, the election of directors shall be by ballot.

     Section 9. Voting Lists:  The Secretary  shall  prepare,  at least ten (10)
days  before  each  meeting  of  stockholders,   an  alphabetical  list  of  the
stockholders entitled to notice of the meeting,  which shall show the address of
and the number of shares held by each stockholder. Any stockholder, his attorney
or agent,  on written  demand as provided by statute may inspect the list during
regular  business  hours at his expense  during the period it is  available  for
inspection.  The list shall be open for examination of any  stockholder,  or his
attorney  or agent,  at the place  where the  meeting is to be held for ten (10)
days prior to such meeting and shall be kept  available  for  inspection  by any
stockholder at any time during the meeting.

                                   ARTICLE IV.

                                    Directors

     Section 1. Powers:  All corporate powers 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.

     Section 2.  Classification  of Board and Number of Directors:  The Board of
Directors  shall  consist of ten (10)  members  who shall be divided  into three
classes,  with the number of directors in each class to be equal. At each annual
meeting of stockholders,  one class of directors shall be elected for three-year


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terms and until their  successors  shall be duly elected and shall qualify.  The
number of directors shall be fixed by the Board of Directors.

     Section 3. Term of Office:  Any Director may be elected to serve for one or
more years (not  exceeding  three  years) and until his  successor is chosen and
qualified.

     Section 4.  Vacancies:  Any  vacancies in the Board of  Directors  shall be
filled in  accordance  with the  provisions  of Article NINTH of the Articles of
Incorporation. An increase in the number of Directors shall create vacancies for
the purpose of this section.

     Section 5. Removal:  The Board of Directors or any individual  director may
be removed from office only in accordance  with the  provisions of Article NINTH
of the Articles of Incorporation.

     Section 6. Meetings:  The Board of Directors shall meet  immediately  after
the Annual  Meeting of  Stockholders  at the same place as the Annual Meeting of
Stockholders.

     Regular  meetings of the Board of Directors  may be held without  notice of
the date, time, place or purpose of the meeting.

     Special meetings of the Board of Directors may be called by the Chairman of
the Board or by the President,  and shall be called by the Chairman of the Board
or  Secretary  upon the  written  request of not less than three (3)  Directors.
Notice of  special  meetings  may be  communicated  in person or by mail to each
Director  at  least  three  (3) days in  advance,  or by  telephone,  telegraph,
teletype or other form of  electronic  communication  to each  Director at least
twenty-four (24) hours in advance of the meeting.  Such notice shall specify the
time and place of meeting.

     Any or all Directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of  communication by which all
Directors participating may simultaneously hear each other during the meeting.

     Section 7. Place of  Meetings:  Until  otherwise  prescribed,  the  regular
meetings of the Board of  Directors  shall be held in the City of  Jacksonville,
Florida,  at the office of the  Company or at such other  place as may be agreed
upon by the Board. The Board of Directors may hold Special Meetings and may have
one or more offices and may keep the books of the Corporation (except such books
as are required by Law to be kept within the State of Florida)  either within or
outside of the State of Florida,  at such place or places as it may from time to
time determine.

     Section 8. Quorum:  Unless the Articles of  Incorporation  or these By-Laws
provide  otherwise,  a majority of the number of Directors  fixed by the By-Laws
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors.

                                   ARTICLE V.

                                    Officers

     Section 1. Election: The officers of the Corporation shall be a Chairman of
the Board of Directors,  a President, a Secretary, a Treasurer and a Controller.
The Corporation may also have, at the discretion of the Board of Directors,  one
or more  Vice  Chairmen  of the  Board of  Directors,  one or more  Senior  Vice
Presidents,  one or more Vice Presidents,  one or more Assistant Secretaries and
one or more  Assistant  Treasurers  as may from time to time be  elected  by the
Board of Directors.  None of these officers,  except the President, the Chairman
of the Board of  Directors,  and the Vice Chairman or Vice Chairmen of the Board
of Directors,  need be a Director. The officers shall be elected by the Board of
Directors at the first meeting of the Board after each Annual Meeting.



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     Section 2. Hold Two  Offices:  Any  officer  may hold more than one office,
except that the Chairman of the Board of Directors and the  President  shall not
be the Secretary or an Assistant  Secretary of the  Corporation;  but no officer
shall  execute,  acknowledge or verify any instrument in more than one capacity,
if  such  instrument  be  required  by  law or  these  By-Laws  to be  executed,
acknowledged or verified by any two or more officers.

     Section 3. Term of Office:  The officers shall hold office for one year and
until their successors are chosen and qualify.  Any vacancy  occurring among the
officers shall be filled by the Board of Directors, but the person so elected to
fill the vacancy  shall hold office only until the first meeting of the Board of
Directors after the next Annual Meeting of stockholders  and until his successor
is chosen and qualifies.

     Section 4. Agents: The Board of Directors may appoint such agents as it may
deem  necessary,  who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined  from time to time by
the Board of Directors.

     Section 5.  Removal:  Any officer  chosen by the Board of Directors  may be
removed with or without cause at any time by the affirmative  vote of a majority
of the Board of Directors.

     Section 6. Voting Shares in Other  Corporations:  The  Corporation may vote
any and all shares held by it in any other corporation by such officer, agent or
proxy as the  Board  of  Directors  may  appoint,  or,  in  default  of any such
appointment, by the Chairman of the Board or the President.

                                   ARTICLE VI.

                         The Chairman and Vice Chairmen

                            of the Board of Directors

     Section 1. The Chairman of the Board of Directors:

     (a) Duties and Responsibilities: The Chairman of the Board of Directors, if
present, shall preside at all meetings of the Board of Directors,  and shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect. The Chairman shall perform such other duties as may be prescribed by the
Board of Directors.

     (b) Annual Reports: The Chairman of the Board of Directors or the President
shall  preside  at all  meetings  of the  stockholders  and one of  them  shall,
annually,  make a full  report to the  stockholders,  at the  annual  meeting of
stockholders,  of the condition of the Corporation, its resources,  liabilities,
loans,  profits and general financial  condition,  which report shall be for the
fiscal  year  ending  on the last  Wednesday  in the  month of June of each year
before such annual meeting.

     Section 2. Vice Chairmen of the Board of Directors:

     The Vice  Chairman  of the Board of  Directors,  if there  shall be such an
officer, shall, if present, preside at all meetings of the Board of Directors at
which the Chairman of the Board of Directors  shall not be present.  If two Vice
Chairmen of the Board of Directors are elected,  the one designated by the Board
of Directors  shall preside at meetings of the Board of Directors in the absence
of the  Chairman.  The Vice  Chairman or Vice Chairmen of the Board of Directors
shall have such other powers and perform such other duties as may be  prescribed
for them by the Board of Directors or the By-Laws.


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                                  ARTICLE VII.

                                  The President

     The President shall be the Chief Executive Officer of the Corporation,  and
shall have  general  supervision,  direction  and  control of the  business  and
affairs of the  Corporation.  The President shall sign or countersign all bonds,
mortgages,  certificates,  contracts  or  other  instruments  on  behalf  of the
Corporation  as authorized by the Board of Directors,  and shall perform any and
all other  duties as are  incident to the Office of the  President  or as may be
required by the Board of Directors. The President shall have general supervision
and  direction  of  all  the  other  officers,   employees  and  agents  of  the
Corporation.  The President  shall,  if present,  preside at all meetings of the
Board of Directors  at which the  Chairman  and all of the Vice  Chairmen of the
Board of Directors shall not be present.

                                  ARTICLE VIII.

                         The Senior Vice Presidents and
                                 Vice Presidents

     Senior Vice Presidents, if any such officers shall have been elected, shall
in the absence of the President,  in the order  designated by the President,  or
failing  such  designation,  by the Board of  Directors,  perform the duties and
exercise  the powers of the  President.  Senior Vice  Presidents  and other Vice
Presidents  shall have such powers and perform such duties as may be assigned to
them from time to time by the Board of Directors or the President.


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                                   ARTICLE IX.

                                  The Treasurer

     Section 1. Custody of Funds:  The  Treasurer  shall have the custody of the
corporate  funds and  securities,  and shall keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  Corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of Directors.

     Section 2.  Disbursements:  The Treasurer  shall  disburse the funds of the
Corporation as may be ordered by the Board of Directors,  taking proper vouchers
for such  disbursements.  He shall render to the  President and Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the Corporation.

     Section  3.  Bond:  The  Treasurer  shall  give the  Corporation  a bond if
required  by the  Board of  Directors,  in a sum and  with one or more  sureties
satisfactory  to the Board of  Directors,  for the faithful  performance  of the
duties of his office and for the  restoration to the  Corporation in case of his
death,  resignation,  retirement  or removal  from office of all books,  papers,
vouchers,  securities,  moneys  and  other  property  of  whatever  kind  in his
possession or under his control belonging to the Corporation.

                                   Article X.

                                 The Controller

     Section 1. Chief  Accounting  Officer:  The  Controller  shall be the Chief
Accounting Officer of the Corporation.

     Section 2.  Accounting  Supervision:  The  Controller  shall  have  general
supervision  of and  responsibility  for all  accounting  matters  affecting the
Corporation  and shall  perform  such other duties as may be  prescribed  by the
Board of Directors or by the President.

                                   ARTICLE XI.

                                  The Secretary

     The  Secretary  shall attend all meetings of the Board of Directors and all
meetings of the  stockholders  and shall record all votes and the minutes of all
proceedings  in a book to be kept for that purpose and shall perform like duties
for the standing  committees  when required.  He shall give or cause to be given
notice of all meetings of the stockholders and of the Board of Directors, and he
shall  perform such other duties as may be prescribed by the Board of Directors,
Chairman of the Board or the President.

                                  ARTICLE XII.

                 Assistant Treasurers and Assistant Secretaries

     The  Assistant  Treasurers  and  Assistant  Secretaries  shall perform such
duties as may be prescribed hereunder,  or by the Board of Directors,  or by the
President.

     In the absence or disability of the Treasurer,  his duties may be performed
by any Assistant Treasurer.

     In the absence or disability of the Secretary,  his duties may be performed
by any Assistant Secretary.



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                                  ARTICLE XIII.

                       Duties of Officers may be Delegated

     In case of the absence or disability of any officer of the Corporation,  or
for any other reason that the Board of Directors may deem sufficient,  the Board
of Directors,  by majority  vote,  may delegate for the time being the powers or
duties or any of them of such officer to any other officer or to any Director or
to any other person.

                                  ARTICLE XIV.

                                 Indemnification

     Section 1. The Corporation  shall indemnify to the fullest extent permitted
by Law any person who was or is a party to any proceeding  (other than an action
by, or in the right of, the Corporation) by reason of the fact that he is or was
a director,  officer, employee, or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer, employee, or agent of
another  corporation,  partnership,  joint venture,  trust, or other  enterprise
against  liability  incurred in connection with such  proceeding,  including any
appeal thereof, if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best  interests of the  Corporation  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any proceeding by judgment,  order,
settlement,  or conviction or upon a plea of nolo  contendere or its  equivalent
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which he reasonably  believed to be in, or not opposed to,
the best interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. The Corporation  shall indemnify to the fullest extent permitted
by Law any person, who was or is a party to any proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director,  officer,  employee,  or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer, employee,
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise,  against  expenses and amounts paid in settlement not exceeding,  in
the judgment of the Board of Directors,  the estimated expense of litigating the
proceeding to conclusion,  actually and reasonably  incurred in connection  with
the defense or settlement of such proceeding, including any appeal thereof. Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  Corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

     Section 3. To the extent that a director,  officer,  employee,  or agent of
the Corporation has been successful on the merits or otherwise in defense of any
proceeding  referred  to in  Section 1 or Section 2, or in defense of any claim,
issue, or matter therein,  he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

     Section  4. Any  indemnification  under  Section  1 or  Section  2,  unless
pursuant to a determination by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Section 1 or Section 2.
Such determination shall be made:


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     (a) By the Board of Directors by a majority vote of a quorum  consisting of
directors who were not parties to such proceeding;

     (b) If such a quorum is not obtainable or, even if obtainable,  by majority
vote of a  committee  duly  designated  by the  Board  of  Directors  (in  which
directors  who are parties  may  participate)  consisting  solely of two or more
directors not at the time parties to the proceeding;

     (c) By independent legal counsel:

     (i) Selected by the Board of Directors  prescribed  in paragraph (a) or the
committee prescribed in paragraph (b); or

     (ii) If a quorum of the directors  cannot be obtained for paragraph (a) and
the committee  cannot be designated  under  paragraph (b),  selected by majority
vote of the full Board of  Directors  (in which  directors  who are  parties may
participate); or

     (d) By the  stockholders  by a  majority  vote of a  quorum  consisting  of
stockholders  who were not parties to such  proceeding  or, if no such quorum is
obtainable,  by a majority  vote of  stockholders  who were not  parties to such
proceeding.

     Section 5. Evaluation of the  reasonableness  of expenses and authorization
of  indemnification  shall be made in the same manner as the determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal counsel,  persons  specified by Section 4(c) shall
evaluate the reasonableness of expenses and may authorize indemnification.

     Section 6. Expenses incurred by an officer or director in defending a civil
or criminal  proceeding  may be paid by the  Corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is  ultimately  found not to
be entitled to  indemnification  by the  Corporation  pursuant to this  section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the Board of Directors deems appropriate.

     Section  7.  The  indemnification  and  advancement  of  expenses  provided
pursuant to this section are not  exclusive,  and the  Corporation  may make any
other or  further  indemnification  or  advancement  of  expenses  of any of its
directors,  officers, employees, or agents, under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final  adjudication  establishes  that his actions,  or  omissions to act,  were
material to the cause of action so adjudicated and constitute:

     (a) A  violation  of  the  criminal  law,  unless  the  director,  officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;

     (b) A transaction  from which the  director,  officer,  employee,  or agent
derived an improper personal benefit;

     (c) In the case of a director,  a  circumstance  under which the  liability
provisions of Section 607.0834, Florida Statutes, are applicable; or


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     (d) Willful  misconduct or a conscious  disregard for the best interests of
the Corporation in a proceeding by or in the right of the Corporation to procure
a judgment in its favor or in a proceeding by or in the right of a stockholder.

     Section 8.  Indemnification and advancement of expenses as provided in this
section  shall  continue  as,  unless  otherwise  provided  when  authorized  or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

     Section 9. For purposes of this Article,  the term "corporation"  includes,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent))  absorbed in a  consolidation  or merger,  so
that any  person  who is or was a  director,  officer,  employee,  or agent of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

     Section 10. For purposes of this Article:

     (a) The term "other enterprises" includes employee benefit plans;

     (b) The term "expenses" includes counsel fees, including those for appeal;

     (c)  The  term  "liability"   includes   obligations  to  pay  a  judgment,
settlement,  penalty, fine (including an excise tax assessed with respect to any
employee  benefit  plan),  and expenses  actually and  reasonably  incurred with
respect to a proceeding;

     (d) The term "proceeding"  includes any threatened,  pending,  or completed
action,   suit,  or  other  type  of  proceeding,   whether   civil,   criminal,
administrative, or investigative and whether formal or informal;

     (e) The term "agent" includes a volunteer;

     (f) The term  "serving  at the  request of the  corporation"  includes  any
service as a  director,  officer,  employee,  or agent of the  Corporation  that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries; and

     (g)  The  term  "not  opposed  to the  best  interest  of the  Corporation"
describes  the  actions  of a person  who acts in good  faith and in a manner he
reasonably  believes  to be in  the  best  interests  of  the  participants  and
beneficiaries of an employee benefit plan.

     Section  11. The  Corporation  shall have power to  purchase  and  maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
or  agent  of  the  Corporation  or is or was  serving  at  the  request  of the
Corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture,  trust, or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article.

     Section 12. The foregoing indemnifications shall not be deemed exclusive of
any other  rights  to which  any  director,  officer,  employee  or agent may be
entitled under any by-law, agreement, vote of stockholders or as a matter of law
or otherwise.

                                   ARTICLE XV.

                              Certificates of Stock

     The Certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the  Corporation as they are issued.  They shall exhibit
the holder's name and certify the number of shares owned by the holder and shall
be  signed by the  President  or a Vice  President  and by the  Secretary  or an
Assistant Secretary or an Assistant Treasurer of the Corporation and sealed with
the Seal of the Corporation.


<PAGE>

                                  ARTICLE XVI.

                               Transfers of Stock

     The shares of stock shall be  transferable  on the books of the Corporation
by the person named in the Certificate or by attorney,  lawfully  constituted in
writing, upon surrender of the certificate thereof.

     The Board of  Directors  shall  have power and  authority  to make all such
rules and regulations as it shall deem expedient concerning the issue,  transfer
and registration of certificates for shares of stock of the Corporation or scrip
certificates for such stock.

     The  Board  of  Directors  may  appoint  and  remove  transfer  agents  and
registrars of  transfers,  and may require all stock  certificates  and/or scrip
certificates to bear the signature of any such transfer agent and/or of any such
registrar of the transfers.

                                  ARTICLE XVII.

                                   Record Date

     The  Board  of  Directors  may fix a  future  date as the  record  date for
determining the stockholders  entitled to notice of a stockholders'  meeting, to
demand a special meeting,  to vote or to take any other action. Such record date
may not be more than seventy (70) days before the meeting or action  requiring a
determination  of  stockholders.  A determination  of  stockholders  entitled to
notice of or to vote at a stockholders' meeting is effective for any adjournment
of the  meeting  unless the Board of  Directors  fixes a new record date for the
adjourned  meeting,  which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     If no record date is fixed by the Board of directors for the  determination
of stockholders  entitled to notice of or to vote at a meeting of  stockholders,
the close of  business  on the day  before  the first  notice of the  meeting is
delivered to  stockholders  shall be the record date for such  determination  of
stockholders.

     The Board of  Directors  may fix a date as the record date for  determining
stockholders  entitled to a distribution or share dividend. If no record date is
fixed by the Board of Directors for such determination, it is the date the Board
of Directors authorizes the distribution or share dividend.

                                 ARTICLE XVIII.

                             Registered Stockholders

     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  expressly  provided by the Laws of
Florida.

                                  ARTICLE XIX.

                                Lost Certificates

     Any person  claiming a certificate  of stock to be lost or destroyed  shall
make an affidavit or affirmation of that fact and verify the same in such manner
as the Board of Directors  may  require,  and shall if the Board of Directors so
requires,  give the Corporation,  its transfer agents,  registrars  and/or other
agents a bond of indemnity in form and with one or more sureties satisfactory to
the Board of Directors  before a new certificate may be issued of the same tenor
and for the same  number  of  shares  as the one  alleged  to have  been lost or
destroyed.

                                   ARTICLE XX.

                               Inspection of Books

     The Board of Directors  shall  determine from time to time whether,  and if
allowed,  when and under what  conditions and regulations the accounts and books
of the  Corporation,  or any of  them,  shall be open to the  inspection  of the
stockholders.  No  stockholder  shall  have  any  right to  inspect  any book or
document of the Corporation except as such right may be conferred by the laws of
the State of Florida or as may be  authorized  by the Board of  Directors or the
stockholders.

                                  ARTICLE XXI.

                                  Checks, Etc.

     All  checks,  drafts,  acceptances,  notes and  other  orders,  demands  or
instruments  in respect of the  payment of money  shall be signed or endorsed in
behalf of the Corporation by such officer or officers or by such agent or agents
as the Board of Directors may from time to time designate.

                                  ARTICLE XXII.

                                   Fiscal Year

     The fiscal year of the  Corporation  shall end on the last Wednesday in the
month of June of each year.

                                 ARTICLE XXIII.

                                    Dividends

     Dividends upon the capital stock of the  Corporation may be declared at the
discretion of the Board of Directors, at any regular or special meeting, subject
to the provisions of the Articles of Incorporation  and the Laws of the State of
Florida.

                                  ARTICLE XXIV.

                                     Notices

     Section  1. How  Given:  Notice  required  to be given by the  Articles  of
Incorporation or these By-Laws is effective when mailed postage prepaid,  or, if
authorized  by  the  stockholder,  officer  or  director,  when  transmitted  by
electronic means, and correctly  addressed to the mailing or electronic  address
of the stockholder,  officer or director, as the case may be, at such address as
appears on the current records of the Corporation.

     Section 2. 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,  except  when the  Director  states at the
beginning  of the  meeting  or  promptly  upon  arrival,  any  objection  to the
transaction of business because the meeting is not lawfully called or convened.

                                  ARTICLE XXV.

                                   Amendments

     Unless otherwise  provided in the Articles of Incorporation,  these By-Laws
may be altered, amended or repealed by the affirmative vote of a majority of the
holders of Stock issued and  outstanding  and entitled to vote at any regular or
special meeting of the stockholders, or by the affirmative vote of a majority of
the Board of  Directors  at any  regular  or special  meeting,  if notice of the
proposed  alteration,  amendment  or repeal be  contained  in the  notice of the
meeting.