EXHIBIT 10.11.2

                                
                  RESTRICTED STOCK SUBCOMMITTEE
                                
                        Atlanta, Georgia
                        October 17, 1996


Resolutions authorizing withholding for tax liabilities
by delivery of or withholding of shares of common stock under the
1989 Restricted Stock Award Plan
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RESOLVED, that holders of awards pursuant to the terms of the
1989 Restricted Stock Award Plan may elect to deliver already-
owned shares of Company common stock or to have shares of Company
common stock withheld from the shares which would have been
delivered upon the lapse of restrictions upon such awards in
order to satisfy the Federal, state and local tax liabilities
arising from the transactions, subject to the right of this
Committee to rescind its advance approval and to disapprove any
election; and

FURTHER RESOLVED, that permission to so satisfy tax liabilities
shall be subject to the following conditions: (i) recipients of
awards electing to satisfy tax liabilities as described above
must make an irrevocable election in writing to do so on or
before the date as of which the amount of tax to be withheld is
determined, and (ii) the election is subject to the right of this
Committee to rescind approval as described above; and

FURTHER RESOLVED, that the Secretary of this Committee may
implement such procedures as she may deem necessary or convenient
to carry out the intent of this action of this Committee.