Exhibit 3.2

AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF

UNITED COMMUNITY BANKS, INC.

The Amended and Restated Bylaws (the “Bylaws”) of United Community Banks, Inc. (the “Corporation”), are hereby amended as follows:

1.       Section 9.5 is added to the Bylaws:

Exclusive Forum for Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the United States District Court for the Northern District of Georgia or, if such court lacks jurisdiction, any Georgia state court that has jurisdiction, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provisions of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section .

Approved by the Board of Directors on April 21, 2015, and effective as of this 21st day of April, 2015.

/s/ Lori McKay

Lori McKay

Secretary

AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF

UNITED COMMUNITY BANKS, INC.

The Amended and Restated Bylaws (the “Bylaws”) of United Community Banks, Inc. (the “Corporation”), are hereby amended as follows:

1.             Section 7.1 of the Bylaws is deleted in its entirety and replaced with the following:

“Form.  The shares of stock of the Corporation may be certificated or uncertificated, and may be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation in accordance with a direct registration system.  Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Georgia, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares of stock imposed by the Corporation’s articles of incorporation, these Bylaws, any agreement among stockholders or any agreement between stockholders and the Corporation.  Every holder of fully-paid stock in the Corporation shall be entitled, upon request, to have a certificate in such form as the board of directors may from time to time prescribe.  The certificates representing shares of stock of the Corporation shall be in such form as may be approved by the board of directors, which certificates representing shares shall be issued to the stockholder of the Corporation in numerical order from the stock book of the Corporation, and each of which shall bear the name of the Corporation, the name of the stockholder, and the number and class of shares and designation of the series, if any, represented by the certificate; and which shall be signed by the President or a Vice-President (or in lieu thereof, by the Chairman of the Board, Chief Executive Officer or the Chief Financial Officer, if there be any) and may be signed by the Secretary or an Assistant Secretary; and which shall be sealed with the seal of the Corporation.”

2.             Section 7.3 of the Bylaws is deleted in its entirety and replaced with the following:

“Transfer of Shares.  Shares of stock of the Corporation shall be transferred only on the books of the Corporation by the stockholder of record or his duly authorized attorney-in-fact, and with all taxes on the transfer having been paid, and if such shares are represented by a certificate, upon surrender to the Corporation of the certificate representing the shares accompanied by an assignment in writing, or for uncertificated shares, upon the presentation of proper evidence of authority to transfer by the record holder. The Corporation may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper.  Upon the surrender of shares represented by a certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face “Canceled” and filed with the permanent stock records of the Corporation.  If a certificate is alleged to have been lost, stolen or destroyed, the provisions of Section 7.5 of these Bylaws shall have been complied with.  The board of directors may make such additional rules concerning the issuance, transfer and registration of stock and requirements regarding the establishment of lost, stolen or destroyed shares (including any requirement of an indemnity bond prior to issuance of any replacement certificate or uncertificated shares in lieu of new certificates) as it deems appropriate.  No certificate representing shares (or uncertificated shares in lieu of a certificate) shall be issued until the consideration for the shares represented thereby has been fully paid.”

Approved by the Board of Directors on July 15, 2010 and effective this 11th day of August, 2010.

     /s/ Lori  McKay

Lori McKay

Secretary

                    AMENDED AND RESTATED BYLAWS

                                OF

                   UNITED COMMUNITY BANKS, INC.
                     (A Georgia Corporation)

                     AS OF SEPTEMBER 12, 1997

                   AMENDED AND RESTATED BYLAWS

                                OF

                   UNITED COMMUNITY BANKS, INC.
                     (A GEORGIA CORPORATION)

                        TABLE OF CONTENTS
                                                                          Page

ARTICLE ONE OFFICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

  1.1 Registered Office and Agent . . . . . . . . . . . . . . . . . . . . .  1
  1.2 Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE TWO STOCKHOLDERS' MEETING . . . . . . . . . . . . . . . . . . . . .  1

  2.1 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  2.2 Annual Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  2.3 Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  2.4 Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .  2
  2.5 Waiver of Notice  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
  2.6 Quorum; Vote Required to Act. . . . . . . . . . . . . . . . . . . . .  2
  2.7 Voting of Shares  . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  2.8 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  2.9 Presiding Officer . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  2.10 Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
  2.11 Conduct of the Meeting . . . . . . . . . . . . . . . . . . . . . . .  3
  2.12 Action of Stockholders Without a Meeting . . . . . . . . . . . . . .  3
  2.13 Matters Considered at Annual Meetings. . . . . . . . . . . . . . . .  4

ARTICLE THREE BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . .  4

  3.1 General Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
  3.2 Number, Election and Term of Office . . . . . . . . . . . . . . . . .  4
  3.3 Removal of Directors. . . . . . . . . . . . . . . . . . . . . . . . .  5
  3.4 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  3.5 Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  3.6 Committees of the Board of Directors. . . . . . . . . . . . . . . . .  5
  3.7 Qualification of Directors. . . . . . . . . . . . . . . . . . . . . .  5


                                  i

 ARTICLE FOUR MEETING OF THE BOARD OF DIRECTORS. . . . . . . . . . . . . . .  5

  4.1 Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . .  5
  4.2 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . .  5
  4.3 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . .  6
  4.4 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .  6
  4.5 Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . .  6
  4.6 Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
  4.7 Vote Required for Action. . . . . . . . . . . . . . . . . . . . . . .  6
  4.8 Participation by Conference Telephone . . . . . . . . . . . . . . . .  6
  4.9 Action by Directors Without a Meeting . . . . . . . . . . . . . . . .  6
  4.10 Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
  4.11 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE FIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

  5.1 Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
  5.2 Term  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
  5.3 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
  5.4 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
  5.5 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . .  8
  5.6 Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . .  8
  5.7 President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
  5.8 Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . .  8
  5.9 Vice President. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
  5.10 Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
  5.11 Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

ARTICLE SIX DISTRIBUTIONS AND DIVIDENDS . . . . . . . . . . . . . . . . . .  9

ARTICLE SEVEN SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

  7.1 Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . .  10
  7.2 Rights of Corporation with Respect to Registered Owners  . . . . . .  10
  7.3 Transfers of Shares  . . . . . . . . . . . . . . . . . . . . . . . .  10
  7.4 Duty of Corporation to Register Transfer . . . . . . . . . . . . . .  10
  7.5 Lost, Stolen, or Destroyed Certificates  . . . . . . . . . . . . . .  10
  7.6 Fixing of Record Date  . . . . . . . . . . . . . . . . . . . . . . .  11
  7.7 Record Date if None Fixed. . . . . . . . . . . . . . . . . . . . . .  11


                                    ii

 ARTICLE EIGHT INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 11

  8.1 Action by Persons other than the Corporation . . . . . . . . . . . .  11
  8.2 Actions By or in the Name of the Corporation . . . . . . . . . . . .  11
  8.3 Successful Defense . . . . . . . . . . . . . . . . . . . . . . . . .  12
  8.4 Authorization of Indemnification . . . . . . . . . . . . . . . . . .  12
  8.5 Prepayment of Expenses . . . . . . . . . . . . . . . . . . . . . . .  12
  8.6 Non-Exclusive Right  . . . . . . . . . . . . . . . . . . . . . . . .  12
  8.7 Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  8.8 Constituent Corporations to Merger . . . . . . . . . . . . . . . . .  13
  8.9 Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
  8.10 Continuation of Indemnification . . . . . . . . . . . . . . . . . .  13
  8.11 Changes in Law  . . . . . . . . . . . . . . . . . . . . . . . . . .  13
  8.12 Other Permitted Indemnification . . . . . . . . . . . . . . . . . .  13
  8.13 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
  8.14 Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE NINE MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . 15

  9.1 Inspection of Books and Records. . . . . . . . . . . . . . . . . . .  15
  9.2 Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
  9.3 Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
  9.4 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE TEN AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . 16


                                    iii

                          AMENDED AND RESTATED BYLAWS

                                      OF

                         UNITED COMMUNITY BANKS, INC.

_______________________________________________________________________________

      References in these Amended and Restated Bylaws to "Articles of
Incorporation" are to the Articles of Incorporation of United Community Banks,
Inc., a Georgia corporation (the "Corporation"), as amended and restated from
time to time.

      All of these Amended and Restated Bylaws are subject to contrary
provisions, if any, of the Articles of Incorporation (including provisions
designating the preferences, limitations, and relative rights of any class or
series of shares), the Georgia Business Corporation Code (the "Code"), and
other applicable law, as in effect on and after the effective date of these
Bylaws.  References in these Bylaws to "Sections" shall refer to sections of
the Bylaws, unless otherwise indicated.
_______________________________________________________________________________


                                  ARTICLE ONE

                                    OFFICE

      1.1   REGISTERED OFFICE AND AGENT.  The Corporation shall maintain a
registered office in the State of Georgia and shall have a registered agent
whose business office is the same as the registered office.

      1.2   OTHER OFFICES.  The Corporation may also have other offices at
such other place or places, both within or without the State of Georgia, as
the Board of Directors may from time to time designate or the business of the
Corporation requires.

                                  ARTICLE TWO

                            STOCKHOLDERS' MEETINGS

      2.1   PLACE OF MEETINGS.  Meetings of the Corporation's stockholders may
be held at any location inside or outside the State of Georgia designated by
the Board of Directors or any other person or persons who properly call the
meeting, or if the Board of Directors or such other person or persons do not
specify a location, at the Corporation's principal office.

      2.2   ANNUAL MEETINGS.  The Corporation shall hold an annual meeting of
stockholders, at a time determined by the Board of Directors, to elect
directors and to transact any business that properly may come before the
meeting.  The annual meeting may be combined with any other meeting of
stockholders, whether annual or special.


                                    1

      2.3   SPECIAL MEETINGS.  Special meetings of stockholders may be called
at any time by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President, or the Chief Financial Officer, and shall be
called by the Corporation upon the written request (in compliance with
applicable requirements of the Code) of the holders of shares representing
twenty-five percent (25%) or more of the votes entitled to be cast on each
issue proposed to be considered at the special meeting.  The business that may
be transacted at any special meeting of stockholders shall be limited to that
proposed in the notice of the special meeting given in accordance with Section
2.4 (including related or incidental matters that may be necessary or
appropriate to effectuate the proposed business).

      2.4   NOTICE OF MEETINGS.  In accordance with Section 9.4 and subject to
waiver by a stockholder pursuant to Section 2.5, the Corporation shall give
written notice of the date, time, and place of each annual and special
stockholders' meeting no fewer than 10 days nor more than 60 days before the
meeting date to each stockholder of record entitled to vote at the meeting.
The notice of an annual meeting need not state the purpose of the meeting
unless these Bylaws require otherwise.  The notice of a special meeting shall
state the purpose for which the meeting is called.  If an annual or special
stockholders' meeting is adjourned to a different date, time, or location, the
Corporation shall give stockholders notice of the new date, time, or location
of the adjourned meeting, unless a quorum of stockholders was present at the
meeting and information regarding the adjournment was announced before the
meeting was adjourned; provided, however, that if (i) the adjournment is for
more than 30 days, or (ii) a new record date is or must be fixed in accordance
with Section 7.6, the Corporation must give notice of the adjourned meeting to
all stockholders of record as of the new record date who are entitled to vote
at the adjourned meeting.

      2.5   WAIVER OF NOTICE.  A stockholder may waive any notice required by
the Code, the Articles of Incorporation, or these Bylaws, before or after the
date and time of the matter to which the notice relates, by delivering to the
Corporation a written waiver of notice signed by the stockholder entitled to
the notice.  In addition, a stockholder's attendance at a meeting shall be
(a) a waiver of objection to lack of notice or defective notice of the meeting
unless the stockholder attends the meeting for the express purpose of
objecting at the beginning of the meeting, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose stated in the meeting notice, unless the stockholder objects to
considering the matter when it is presented.  Except as otherwise required by
the Code, neither the purpose of nor the business transacted at the meeting
need be specified in any waiver.

      2.6   QUOROM; VOTE REQUIRED TO ACT.  (a) At all meetings of
stockholders, stockholders entitled to vote on a matter may take action on the
matter only if a quorum exists at the meeting.  A quorum at all meetings of
stockholders shall consist of the holders of record of a majority of the
shares of the capital stock of the Corporation, issued and outstanding,
entitled to vote at the meeting, present in person or by proxy, except as
otherwise provided by law or the Articles of Incorporation.  Once a share is
present at any meeting other than for the express purpose of objecting at the
beginning of the meeting, the share shall be deemed present for quorum
purposes for the remainder of the meeting and for any adjournments of that
meeting, unless a new record date for the adjourned meeting is or must be set
pursuant to Section 7.6 of these Bylaws.

      (b)   Except as provided in Section 3.2, if a quorum exists, action on a
matter by the stockholders is approved by the stockholders if the votes cast


                                    2

 favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Code requires a greater number of affirmative
votes.

      2.7   VOTING OF SHARES.  Unless otherwise required by the Code or the
Articles of Incorporation, each outstanding share of any class or series
having voting rights shall be entitled to one vote on each matter that is
submitted to a vote of stockholders.

      2.8   PROXIES.  A stockholder entitled to vote on a matter may vote in
person or by proxy pursuant to an appointment executed in writing by the
stockholder or by his or her attorney-in-fact.  An appointment of a proxy
shall be valid for three years from the date of its execution, unless a longer
or shorter period is expressly stated in the proxy.

      2.9   PRESIDING OFFICER.  Except as otherwise provided in this Section
2.9, the Chairman of the Board, if there be one, and in his or her absence or
disability the Chief Executive Officer, if there be one, and in his or her
absence or disability the President, and in his or her absence or disability
the Chief Financial Officer, if there be one, shall preside at every
stockholders' meeting (and any adjournment thereof) as its chairman.  If
neither the Chairman of the Board, the Chief Executive Officer, the President
nor the Chief Financial Officer is present and willing to serve as chairman of
the meeting, and if the Chairman of the Board has not designated another
person who is present and willing to serve, then a majority of the
Corporation's directors present at the meeting shall be entitled to designate
a person to serve as chairman.  If no director of the Corporation is present
at the meeting, or if a majority of the directors who are present cannot be
established, then a chairman of the meeting shall be selected by a majority
vote of the shares present at the meeting entitled to vote at the meeting.
The chairman of the meeting may designate other persons to assist with the
meeting.

      2.10  ADJOURNMENTS.  At any meeting of stockholders (including an
adjourned meeting), a majority of shares present and entitled to vote at the
meeting (whether or not those shares constitute a quorum) may adjourn the
meeting.  The only business that may be transacted at any reconvened meeting
is business that could have been transacted at the meeting that was adjourned,
unless further notice of the adjourned meeting has been given in compliance
with the requirements for a special meeting that specifies the additional
purpose or purposes for which the meeting is called.  Nothing contained in
this Section 2.10 shall be deemed or otherwise construed to limit any lawful
authority of the chairman of a meeting to adjourn the meeting.

      2.11  CONDUCT OF THE MEETING.  At any meeting of stockholders, the
chairman of the meeting shall be entitled to establish the rules of order
governing the conduct of business at the meeting.

      2.12  ACTION OF STOCKHOLDERS WITHOUT A MEETING.  Any action required or
permitted to be taken at any meeting of the stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents
in writing, setting forth the actions 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, and delivered to the
Corporation.  Every written consent shall bear the date of signature of each
stockholder who signs the consent.  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. Such

                                    3

 consent shall have the same force and effect as a majority vote of
stockholders.

      2.13  MATTERS CONSIDERED AT ANNUAL MEETINGS.  Notwithstanding anything
to the contrary in these Bylaws, the only business that may be conducted at an
annual meeting of stockholders shall be business brought before the meeting
(a) by or at the direction of the Board of Directors prior to the meeting, (b)
by or at the direction of the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, or (c) by a stockholder
of the Corporation who is entitled to vote with respect to the business and
who complies with the notice procedures set forth in this Section 2.13.  For
business to be brought properly before an annual meeting by a stockholder, the
stockholder must have given timely notice of the business in writing to the
Secretary of the Corporation.  To be timely, a stockholder's notice must be
delivered or mailed to and received at the principal offices of the
Corporation on or before the later to occur of (i) 14 days prior to the annual
meeting or (ii) 5 days after notice of the meeting is provided to the
stockholders pursuant to Section 2.4 hereof.  A stockholder's notice to the
Secretary shall set forth a brief description of each matter of business the
stockholder proposes to bring before the meeting and the reasons for
conducting that business at the meeting; the name, as it appears on the
Corporation's books, and address of the stockholder proposing the business;
the series or class and number of shares of the Corporation's capital stock
that are beneficially owned by the stockholder; and any material interest of
the stockholder in the proposed business.  The chairman of the meeting shall
have the discretion to declare to the meeting that any business proposed by a
stockholder to be considered at the meeting is out of order and that such
business shall not be transacted at the meeting if (i) the chairman concludes
that the matter has been proposed in a manner inconsistent with this Section
2.13 or (ii) the chairman concludes that the subject matter of the proposed
business is inappropriate for consideration by the stockholders at the
meeting.


                                 ARTICLE THREE

                              BOARD OF DIRECTORS

      3.1   GENERAL POWERS.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall
be managed by, the Board of Directors, subject to any limitation set forth in
the Articles of Incorporation, in bylaws approved by the stockholders, or in
agreements among all the stockholders that are otherwise lawful.

      3.2   NUMBER, ELECTION AND TERM OF OFFICE.  The number of directors of
the Corporation shall consist of eight to fourteen persons, until otherwise
determined by resolution of the Board of Directors or of the stockholders from
time to time; provided that no decrease in the number of directors shall have
the effect of shortening the term of an incumbent director.  Except as
provided elsewhere in this Section 3.2 and in Section 3.4,  the directors
shall be elected at each annual meeting of stockholders, or at a special
meeting of stockholders called for purposes that include the election of
directors, by a plurality of the votes cast by the shares entitled to vote and
present at the meeting.  Except in case of death, resignation,
disqualification, or removal, the term of each director shall expire at the
next succeeding annual meeting of stockholders.  Despite the expiration of a
director's term, he or she shall continue to serve until his or her successor,
if there is to be any, has been elected and has qualified.


                                    4

      3.3   REMOVAL OF DIRECTORS.  The entire Board of Directors or any
individual director may be removed, with or without cause, by the affirmative
vote of the holders of a majority of all the shares of stock outstanding and
entitled to vote for the election of directors.  Removal action may be taken
only at a stockholders' meeting for which notice of the removal action has
been given.  A removed director's successor, if any, may be elected at the
same meeting to serve the unexpired term.


      3.4   VACANCIES.  A vacancy occurring in the Board of Directors may be
filled for the unexpired term, unless the stockholders have elected a
successor, by the affirmative vote of a majority of the remaining directors,
whether or not the remaining directors constitute a quorum.  A vacancy or
vacancies in the Board of Directors may result from the death, resignation,
disqualification, or removal of any director, or from an increase in the
number of directors.

      3.5   COMPENSATION.  Directors may receive such compensation for their
services as directors as may be fixed by the Board of Directors from time to
time.  A director may also serve the Corporation in one or more capacities
other than that of director and receive compensation for services rendered in
those other capacities.

      3.6   COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors may
designate from among its members an executive committee or one or more other
standing or ad hoc committees, each consisting of one or more directors, who
serve at the pleasure of the Board of Directors.  Subject to the limitations
imposed by the Code, each committee shall have the authority set forth in the
resolution establishing the committee or in any other resolution of the Board
of Directors specifying, enlarging, or limiting the authority of the
committee.

      3.7   QUALIFICATION OF DIRECTORS.  No person elected to serve as a
director of the Corporation shall assume office and begin serving unless and
until duly qualified to serve, as determined by reference to the Code, the
Articles of Incorporation, and any further eligibility requirements
established in these Bylaws.


                                 ARTICLE FOUR

                      MEETINGS OF THE BOARD OF DIRECTORS

      4.1   REGULAR MEETINGS.  A regular meeting of the Board of Directors
shall be held in conjunction with each annual meeting of stockholders.  In
addition, the Board of Directors may, by prior resolution, hold regular
meetings at other times.

      4.2   CHAIRMAN OF THE BOARD.  The Chairman of the Board (if there be
one) shall preside at and serve as chairman of meetings of the stockholders
and of the Board of Directors (unless another person is selected under Section
2.9 to act as chairman).  The Chairman of the Board shall perform other duties
and have other authority as may from time to time be delegated by the Board of
Directors.

      4.3   SPECIAL MEETINGS.  Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer or any two
directors in office at that time.


                                    5

      4.4   PLACE OF MEETINGS.  Directors may hold their meetings at any place
in or outside the State of Georgia that the Board of Directors may establish
from time to time.

      4.5   NOTICE OF MEETINGS.  Directors need not be provided with notice of
any regular meeting of the Board of Directors.  Unless waived in accordance
with Section 4.11, the Corporation shall otherwise give at least three days'
notice to each director of the date, time, and place of each special meeting.
Notice of a meeting shall be deemed to have been given to any director in
attendance at any prior meeting at which the date, time, and place of the
subsequent meeting was announced.

      4.6   QUOROM.  At meetings of the Board of Directors, the greater of (a)
a majority of the directors then in office, or (b) one-third of the number of
directors fixed in accordance with these Bylaws shall constitute a quorum for
the transaction of business.

      4.7   VOTE REQUIRED FOR ACTION.  If a quorum is present when a vote is
taken, the vote of a majority of the directors present at the time of the vote
will be the act of the Board of Directors, unless the vote of a greater number
is required by the Code, the Articles of Incorporation, or these Bylaws.  A
director who is present at a meeting of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (a) he
or she objects at the beginning of the meeting (or promptly upon his or her
arrival) to holding the meeting or transacting business at it; (b) his or her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (c) he or she delivers written notice of dissent or abstention to
the presiding officer of the meeting before its adjournment or to the
Corporation immediately after adjournment of the meeting.  The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

      4.8   PARTICIPATION BY CONFERENCE TELEPHONE.  Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment through which all persons
participating may hear and speak to each other.  Participation in a meeting
pursuant to this Section 4.8 shall constitute presence in person at the
meeting.

      4.9   ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent, describing the action taken, is signed
by each director and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records.  The consent may be executed in
counterparts, and shall have the same force and effect as a unanimous vote of
the Board of Directors at a duly convened meeting.

      4.10  ADJOURNMENTS.  A meeting of the Board of Directors, whether or not
a quorum is present, may be adjourned by a majority of the directors present
to reconvene at a specific time and place.  It shall not be necessary to give
notice to the directors of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting that was adjourned,
unless a quorum was not present at the meeting that was adjourned, in which
case notice shall be given to directors in the same manner as for a special
meeting.  At any such reconvened meeting at which a quorum is present, any
business may be transacted that could have been transacted at the meeting that
was adjourned.


                                    6

      4.11  WAIVER OF NOTICE.  A director may waive any notice required by the
Code, the Articles of Incorporation, or these Bylaws before or after the date
and time of the matter to which the notice relates, by a written waiver signed
by the director and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records.  Attendance by a director at a meeting
shall constitute waiver of notice of the meeting, except where a director at
the beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to transacting business at the meeting, and does not
thereafter vote for or assent to action taken at the meeting.


                                 ARTICLE FIVE

                                   OFFICERS

      5.1   OFFICERS.  The Board of Directors, as soon as may be possible
after the election thereof held each year, shall elect or appoint a President,
a Secretary and a Treasurer, and may also elect or appoint a Chief Executive
Officer and a Chief Financial Officer.  The Board of Directors may also elect
a Chairman of the Board from among its members.  The Board of Directors from
time to time may create and establish the duties of other officers and may
elect or appoint, or authorize specific senior officers to appoint, the person
who shall hold other offices, including one or more Vice Presidents (including
Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents,
and the like), one or more Assistant Secretaries, and one or more Assistant
Treasurers.  Whether or not so provided by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President or the Chief
Financial Officer may appoint one or more Assistant Secretaries and one or
more Assistant Treasurers.  Any two or more offices may be held by the same
person except that no person may hold both the offices of President and
Secretary.

      5.2   TERM.  Each officer shall serve at the pleasure of the Board of
Directors (or, if appointed by the Chief Executive Officer, President, Chief
Financial Officer or a senior officer pursuant to this Article Five, at the
pleasure of the Board of Directors, the Chief Executive Officer, President,
Chief Financial Officer, or the senior officer authorized to have appointed
the officer) until his death, resignation, or removal, or until his
replacement is elected or appointed in accordance with this Article Five.

      5.3   COMPENSATION.  The compensation of all officers of the Corporation
shall be fixed by the Board of Directors or by a committee or officer
appointed by the Board of Directors.  Officers may serve without compensation.

      5.4   REMOVAL.  All officers (regardless of how elected or appointed)
may be removed, with or without cause, by the Board of Directors, and any
officer appointed by the Chief Executive Officer, President, Chief Financial
Officer or another senior officer may also be removed, with or without cause,
by the Chief Executive Officer, President, Chief Financial Officer or by any
senior officer authorized to have appointed the officer to be removed.
Removal will be without prejudice to the contract rights, if any, of the
person removed, but shall be effective notwithstanding any damage claim that
may result from infringement of such contract rights.


                                    7

      5.5   CHAIRMAN OF THE BOARD.  The Chairman of the Board (if there be
one) shall preside at and serve as chairman of meetings of the stockholders
and of the Board of Directors (unless another person is selected under Section
2.9 to act as Chairman).  The Chairman of the Board shall perform other duties
and have other authority as may from time to time be delegated by the Board of
Directors.

      5.6   CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer (if there be
one) shall be charged with the general and active management of the
Corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect, shall have the authority to select and
appoint employees and agents of the Corporation, and shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board.  The Chief Executive Officer shall also
be responsible for the development, establishment, and implementation of the
policy and strategic initiatives for the Corporation.  The Chief Executive
Officer shall perform any other duties and have any other authority as may be
delegated from time to time by the Board of Directors, and shall be subject to
the limitations fixed from time to time by the Board of Directors.

      5.7   PRESIDENT.  If there shall be no separate Chief Executive Officer
of the Corporation, then the President shall be the chief executive officer of
the Corporation, with the duties and authority provided in Section 5.6.  The
President shall perform such other duties and have such other authority as may
from time to time be delegated by the Board of Directors.  In the absence or
disability of the Chief Executive Officer, the President shall perform the
duties and exercise the powers of the Chief Executive Officer.

      5.8   CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall have
the legal custody of the corporate funds and securities and shall keep or
cause to be kept full and accurate accounts of receipts and disbursements and
other appropriate accounting records in books belonging to the Corporation and
shall deposit all funds and other valuable items in the name and to the credit
of the Corporation in such depositories as may be designated by the Board of
Directors.  He shall render to the Chairman of the Board and the Board of
Directors, at its regular meetings, or when the Chairman of the Board or the
Board of Directors so requires, an account of all his transactions as Chief
Financial Officer and of the financial condition of the Corporation.  If
required by the Board of Directors, he shall give the Corporation a bond in
such sum, or such conditions, and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office.

      5.9   VICE PRESIDENT.  The Vice President (if there be one) shall, in
the absence or disability of the President, perform the duties and exercise
the powers of the President, whether the duties and powers are specified in
these Bylaws or otherwise.  If the Corporation has more than one Vice
President, the one designated by the Board of Directors shall act in the event
of the absence or disability of the President.  Vice Presidents shall perform
any other duties and have any other authority as from time to time may be
delegated by the Board of Directors, the Chief Executive Officer, the
President, or the Chief Financial Officer.

      5.10  SECRETARY.  The Secretary shall be responsible for preparing
minutes of the meetings of stockholders, directors, and committees of
directors, and for authenticating records of the Corporation.  The Secretary
or any Assistant Secretary shall have authority to give all notices required

                                    8

 by law or these Bylaws.  The Secretary shall be responsible for the custody of
the corporate books, records, contracts, and other documents.  The Secretary
or any Assistant Secretary may affix the corporate seal to any lawfully
executed documents requiring it, may attest to the signature of any officer of
the Corporation, and shall sign any instrument that requires the Secretary's
signature.  The Secretary or any Assistant Secretary shall perform any other
duties and have any other authority as from time to time may be delegated by
the Board of Directors, the Chief Executive Officer, the President, or the
Chief Financial Officer.

      5.11  TREASURER.  Unless otherwise provided by the Board of Directors,
the Treasurer shall be responsible for the custody of all funds and securities
belonging to the Corporation and for the receipt, deposit, or disbursement of
these funds and securities under the direction of the Board of Directors.  The
Treasurer shall cause full and true accounts of all receipts and disbursements
to be maintained, and shall make reports of these receipts and disbursements
to the Board of Directors, the Chief Executive Officer, the President, and the
Chief Financial Officer upon request. The Treasurer or Assistant Treasurer
shall perform any other duties and have any other authority as from time to
time may be delegated by the Board of Directors, the Chief Executive Officer,
the President, or the Chief Financial Officer.

                                  ARTICLE SIX

                          DISTRIBUTIONS AND DIVIDENDS

      Unless the Articles of Incorporation provides otherwise, the Board of
Directors, from time to time in its discretion, may authorize or declare
distributions or share dividends in accordance with the Code.


                                 ARTICLE SEVEN

                                    SHARES

      7.1   SHARE CERTIFICATES.  The interest of each stockholder in the
Corporation shall be evidenced by a certificate or certificates representing
shares of the Corporation, which shall be in such form as the Board of
Directors from time to time may adopt in accordance with the Code. Share
certificates shall be in registered form and shall indicate the date of issue,
the name of the Corporation, the name of the stockholder, and the number and
class of shares and designation of the series, if any, represented by the
certificate.  Each certificate shall be signed by the President or a Vice
President (or in lieu thereof, by the Chairman of the Board, Chief Executive
Officer or the Chief Financial Officer, if there be any) and may be signed by
the Secretary or an Assistant Secretary.

      7.2   RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS.  Prior to
due presentation for transfer of registration of its shares, the Corporation
may treat the registered owner of the shares (or the beneficial owner of the
shares to the extent of any rights granted by a nominee certificate on file
with the Corporation pursuant to any procedure that may be established by the
Corporation in accordance with the Code) as the person exclusively entitled to
vote the shares, to receive any dividend or other distribution with respect to
the shares, and for all other purposes; and the Corporation shall not be bound

                                    9

 to recognize any equitable or other claim to or interest in the shares on the
part of any other person, whether or not it has express or other notice of
such a claim or interest, except as otherwise provided by law.

      7.3   TRANSFERS OF SHARES.  Transfers of shares shall be made upon the
books of the Corporation kept by the Corporation or by the transfer agent
designated to transfer the shares, only upon direction of the person named in
the certificate or by an attorney lawfully constituted in writing.  Before a
new certificate is issued, the old certificate shall be surrendered for
cancellation or, in the case of a certificate alleged to have been lost,
stolen, or destroyed, the provisions of Section 7.5 of these Bylaws shall have
been complied with.

      7.4   DUTY OF CORPORATION TO REGISTER TRANSFER.  Notwithstanding any of
the provisions of Section 7.3 of these Bylaws, the Corporation is under a duty
to register the transfer of its shares only if:  (a) the share certificate is
endorsed by the appropriate person or persons; (b) reasonable assurance is
given that each required endorsement is genuine and effective; (c) the
Corporation has no duty to inquire into adverse claims or has discharged any
such duty; (d) any applicable law relating to the collection of taxes has been
complied with; (e) the transfer is in fact rightful or is to a bona fide
purchaser; and (f) the transfer is in compliance with applicable provisions of
any transfer restrictions of which the Corporation shall have notice.

      7.5   LOST, STOLEN, OR DESTROYED CERTIFICATES.  Any person claiming a
share certificate to be lost, stolen, or destroyed shall make an affidavit or
affirmation of this claim in such a manner as the Corporation may require and
shall, if the Corporation requires, give the Corporation a bond of indemnity
in form and amount, and with one or more sureties satisfactory to the
Corporation, as the Corporation may require, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been lost,
stolen, or destroyed.

      7.6   Fixing of Record Date.  For the purpose of determining
stockholders (a) entitled to notice of or to vote at any meeting of
stockholders or, if necessary, any adjournment thereof, (b) entitled to
receive payment of any distribution or dividend, or (c) for any other proper
purpose, the Board of Directors may fix in advance a date as the record date.
The record date may not be more than 60 days (and, in the case of a notice to
stockholders of a stockholders' meeting, not less than 10 days) prior to the
date on which the particular action, requiring the determination of
stockholders, is to be taken.  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, unless the Board of Directors shall fix a new
record date for the reconvened meeting, which it must do if the meeting is
adjourned to a date more than 30 days after the date fixed for the original
meeting.

      7.7   RECORD DATE IF NONE FIXED.  If no record date is fixed as provided
in Section 7.6, then the record date for any determination of stockholders
that may be proper or required by law shall be, as appropriate, the date on
which notice of a stockholders' meeting is mailed, the date on which the Board
of Directors adopts a resolution declaring a dividend or authorizing a
distribution, or the date on which any other action is taken that requires a
determination of stockholders.

                                      10

                                 ARTICLE EIGHT

                                INDEMNIFICATION

      8.1   ACTION BY PERSONS OTHER THAN THE CORPORATION.  The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (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 expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, 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 action, suit, or proceeding by judgment, order, settlement,
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, and, with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his conduct
was unlawful.

      8.2   ACTIONS BY OR IN THE NAME OF THE CORPORATION.  The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action or suit 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 (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit, 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.  Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Georgia or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of Georgia or such
other court shall deem proper.

      8.3   SUCCESSFUL DEFENSE.  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 action, suit, or proceeding referred to in
Sections 8.1 and 8.2, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

      8.4   AUTHORIZATION OF INDEMNIFICATION.  Any indemnification under
Sections 8.1 and 8.2 (unless ordered 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

                                    11

 in Sections 8.1 and 8.2.  Such determination shall be made:  (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit, or proceeding; (2) if such quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (3) by the
stockholders.

      8.5   PREPAYMENT OF EXPENSES.  Expenses incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit, or proceeding upon receipt of
an undertaking by or on behalf of the director, officer, employee, or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article Eight.

      8.6   NON-EXCLUSIVE RIGHT.  The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this
Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, 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.

      8.7   INSURANCE.  The Corporation may 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.

      8.8   CONSTITUENT CORPORATIONS TO MERGER.  For purposes of this Article,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, shall stand in the same position
under the provisions of this Article with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

      8.9   DEFINITIONS.  For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee, or agent of the
Corporation which imposes duties on, or involves services by, such its
director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or its beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article.

      8.10  CONTINUATION OF INDEMNIFICATION.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article

                                      11

 shall, unless otherwise provided when authorized or ratified, continue as 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.

      8.11  CHANGES IN LAW.  In the event the Code is amended following the
date of the latest modification, amendment, or revision of this Article so as
to permit indemnification by the Corporation of any person to a greater extent
(either as to matters or persons which may be the subject of indemnity) than
permitted in this Article, then the Board of Directors shall have the power to
authorize such greater indemnification in accordance with the amended
provisions of the Code.

      8.12  OTHER PERMITTED INDEMNIFICATION.  Whether or not required or
permitted by the foregoing provisions of this Article, the Corporation shall
indemnify any person against any other losses, damages, expenses (including
attorneys' fees and other costs of defense), judgments, fines, and amounts
paid in settlement which result from the fact that such person 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, if the Board of Directors finds, in its sole discretion, that such
indemnity is appropriate in view of all of the facts and circumstances
involved, unless such indemnity, in the opinion of counsel, is prohibited by
law.

      8.13  AMENDMENT.  Any amendment to this Article Eight that limits or
otherwise adversely affects the right of indemnification, advancement of
expenses, or other rights of any person indemnified hereunder (an "Indemnified
Person") shall, as to such Indemnified Person, apply only to proceedings based

                                      12

 on actions, events, or omissions (collectively, "Post Amendment Events")
occurring after such amendment and after delivery of notice of such amendment
to the Indemnified Person so affected.  Any Indemnified Person shall, as to
any proceeding based on actions, events, or omissions occurring prior to the
date of receipt of such notice, be entitled to the right of indemnification,
advancement of expenses, and other rights under this Article Eight to the same
extent as if such provisions had continued as part of the Bylaws of the
Corporation without such amendment.  This Section 8.13 cannot be altered,
amended, or repealed in a manner effective as to any Indemnified Person
(except as to Post Amendment Events) without the prior written consent of such
Indemnified Person.

      8.14  SEVERABILITY.  Each of the Sections of this Article Eight, and
each of the clauses set forth herein, shall be deemed separate and
independent, and should any part of any such Section or clause be declared
invalid or unenforceable by any court of competent jurisdiction, such
invalidity or unenforceability shall in no way render invalid or unenforceable
any other part thereof or any separate Section or clause of this Article Eight
that is not declared invalid or unenforceable.


                                      13

                                 ARTICLE NINE

                                 MISCELLANEOUS

      9.1   INSPECTION OF BOOKS AND RECORDS.  The Board of Directors shall
have the power to determine which accounts, books, and records of the
Corporation shall be available for stockholders to inspect or copy, except for
those books and records required by the Code to be made available upon
compliance by a stockholder with applicable requirements, and shall have the
power to fix reasonable rules and regulations (including confidentiality
restrictions and procedures) not in conflict with applicable law for the
inspection and copying of accounts, books, and records that by law or by
determination of the Board of Directors are made available.

      9.2   FISCAL YEAR.  The Board of Directors is authorized to fix the
fiscal year of the Corporation and to change the fiscal year from time to time
as it deems appropriate.

      9.3   CORPORATE SEAL.  The corporate seal will be in such form as the
Board of Directors may from time to time determine. The Board of Directors may
authorize the use of one or more facsimile forms of the corporate seal. The
corporate seal need not be used unless its use is required by law, by these
Bylaws, or by the Articles of Incorporation.

      9.4   NOTICE.  (a)  Whenever these Bylaws require notice to be given to
any stockholder or to any director, the notice may be given by mail, in
person, by courier delivery, by telephone, or by telecopier, telegraph, or
similar electronic means.  Whenever notice is given to a stockholder or
director by mail, the notice shall be sent by depositing the notice in a post
office or letter box in a postage-prepaid, sealed envelope addressed to the
stockholder or director at his or her address as it appears on the books of
the Corporation.  Any such written notice given by mail shall be effective:
(i) if given to stockholders, as such, at the time the same is deposited in
the United States mail; and (ii) in all other cases, at the earliest of (x)
when delivered, properly addressed, to the addressee's last known principal
place of business or residence, (y) three days after its deposit in the mail,
as evidenced by the postmark, if mailed with first-class postage prepaid and
correctly addressed, or (z) on the date shown on the return receipt, if sent
by registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee.  Whenever notice is given to a
stockholder or director by any means other than mail, the notice shall be
deemed given when received.

      (b)   In calculating time periods for notice, when a period of time
measured in days, weeks, months, years, or other measurement of time is
prescribed for the exercise of any privilege or the discharge of any duty, the
first day shall not be counted but the last day shall be counted.

                                    14

                                 ARTICLE TEN

                                  AMENDMENTS

      Except as otherwise provided under the Code or the Articles of
Incorporation, the Board of Directors shall have the power to alter, amend, or
repeal these Bylaws or adopt new Bylaws.  Any Bylaws adopted by the Board of
Directors may be altered, amended, or repealed, and new Bylaws adopted, by the
stockholders.  The stockholders may prescribe in adopting any Bylaw or Bylaws
that the Bylaw or Bylaws so adopted shall not be altered, amended, or repealed
by the Board of Directors.


                                                    Dated:  September 12, 1997


                                      15