EXHIBIT 3.6

                          FORM OF AMENDMENT TO BYLAWS

     Section 3.  Notice of Meeting.  Written notice of each annual or special
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meeting of shareholders, stating the date, time and place of such meeting, and
the purpose of any special meeting, shall be given personally or mailed to each
shareholder of record and entitled to vote at or to notice of such meeting at
his or her address shown on the books of the Corporation not less than ten (10)
nor more than sixty (60) days prior to such meeting unless such shareholder
waives notice of such meeting.  Attendance of a shareholder at any annual or
special meeting thereof shall constitute a waiver of notice of such meeting and
of all objections to the place and time of such meeting, or the manner in which
it has been called or convened, except when a shareholder attends such meeting
solely for the purpose of stating at the beginning of such meeting any objection
such shareholder has to the transaction of any business.  Notice need not be
given to any shareholder who executes a waiver of notice, in person or by proxy,
either before or after any annual or special meeting.  Neither the business
transacted at, nor the purpose of, any annual or special meeting need be stated
in the waiver of notice of such meeting, except that, with respect to a waiver
of notice of an annual or special meeting at which a plan of merger or
consolidation, amendment of the Corporation's Articles of Incorporation, sale of
assets requiring shareholder approval or any other action that would entitle
shareholders to dissent under the Georgia Business Corporation Code is
considered, information as required by the Georgia Business Corporation Code
must be delivered to the shareholder prior to his or her execution of the waiver
of notice or the waiver itself must conspicuously and specifically waive the
right to such information.  No notice need be given of the date, time and place
of the reconvening of any adjourned annual or special meeting if the date, time
and place to which such meeting is adjourned are announced at the adjourned
meeting; provided, however, that if a new record date is fixed for the adjourned
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meeting, notice of the adjourned meeting must be given to persons who are
shareholders as of the new record date.

     Section 4.  Record Date.  In order that the Corporation may determine the
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shareholders entitled to notice of or to vote at any annual or special meeting
of shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than 70 days and, in case of a
meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at any annual or special meeting of shareholders, the
record date shall be at the close of business on the day next preceding the day
on which the notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which such meeting is held.  If no record
date is fixed for other purposes, the record date shall be at the close of
business on the day next preceding the day on which the board of directors
adopts the resolution relating thereto.  A determination of shareholders of
record entitled to notice of or to vote at an annual or special meeting of
shareholders shall apply to any adjournment of such meeting unless the board of
directors shall fix a new record date for the adjourned meeting.