EXHIBIT 3.02

                                    RESTATED
                                     BYLAWS
                                       OF
                         MARTIN MARIETTA MATERIALS, INC.

(Incorporated under the laws of North Carolina, November 12, 1993, and herein
referred to as the "Corporation")

                                   ARTICLE I.

                                  SHAREHOLDERS

         SECTION 1.01. ANNUAL MEETINGS. The Corporation shall hold an annual
meeting of the shareholders for the election of directors and the transaction of
any business within the powers of the Corporation on such date during the month
of May in each year as shall be determined by the Board of Directors or at such
time during the year as the Board of Directors may prescribe. Subject to Section
1.12 of these Bylaws, any business of the Corporation may be transacted at such
annual meeting. Failure to hold an annual meeting at the designated time shall
not, however, invalidate the corporate existence or affect otherwise valid
corporate acts.

         SECTION 1.02. SPECIAL MEETINGS. The power to call a special meeting of
the shareholders of the Corporation shall be governed by Article 9 of the
Corporation's Restated Articles of Incorporation, as such provision may be
amended from time to time.

         SECTION 1.03. PLACE OF MEETINGS. All meetings of shareholders shall be
held at such place within the United States as may be designated in the Notice
of Meeting.

         SECTION 1.04. NOTICE OF MEETINGS. Not less than ten (10) days nor more
than sixty (60) days before the date of every shareholders' meeting, the
Secretary shall give to each shareholder entitled to vote at such meeting and
each other shareholder entitled to notice of the meeting, written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, either by mail
or by presenting it to him or her personally or by leaving it at his or her
residence or usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the shareholder
at his or her post office address as it appears on the records of the
Corporation, with postage thereon prepaid. Any meeting of shareholders, annual
or special, may adjourn from time to time without further notice to a date not
more than 120 days after the original record date at the same or some other
place.

         SECTION 1.05. WAIVER OF NOTICE. Any shareholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance, in person or by
proxy, at a meeting (a) waives objection to lack of notice or defective notice
of the meeting, unless the shareholder or his proxy at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder or his proxy objects to considering the matter before it
is voted upon.



         SECTION 1.06. PRESIDING OFFICER AND SECRETARY AT MEETINGS. At each
meeting of shareholders the Chairman of the Board, or in his or her absence the
President, or in their absence, the person designated in writing by the Chairman
of the Board, or if no person is so designated, then a person designated by the
Board of Directors, shall preside as chairman of the meeting; if no person is so
designated, then the meeting shall choose a chairman by a majority of all votes
cast at a meeting at which a quorum is present. The Secretary, or in the absence
of the Secretary, a person designated by the chairman of the meeting, shall act
as secretary of the meeting.

         SECTION 1.07. QUORUM. Shares entitled to vote as a separate voting
group may take action on a matter at the meeting only if a quorum of those
shares exists. A majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

         Once a share is represented for any purpose at a 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 or must be set for that
adjourned meeting.

         In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the votes cast on the motion to adjourn; and, subject to the
provisions of Section 1.04, at any subsequent session of a meeting that has been
adjourned any business may be transacted that might have been transacted at the
original meeting if a quorum exists with respect to the matter proposed.

         SECTION 1.08. PROXIES. Shares may be voted either in person or by one
or more proxies authorized by a written appointment of proxy signed by the
shareholder or by his duly authorized attorney in fact. An appointment of proxy
is valid for eleven (11) months from the date of its execution, unless a
different period is expressly provided in the appointment form.

         SECTION 1.09. VOTING OF SHARES. Subject to the provisions of the
Articles of Incorporation, each outstanding share shall be entitled to one vote
on each matter voted on at a meeting of shareholders.

         Except in the election of directors as governed by the provisions of
Section 2.03, if a quorum exists, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless a greater vote is required by law or
the Articles of Incorporation or these Bylaws.

         Absent special circumstances, shares of the Corporation are not
entitled to vote if they are owned, directly or indirectly, by another
corporation in which the Corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the Corporation to vote its own
shares held by it in a fiduciary capacity.

         SECTION 1.10. SHAREHOLDERS' LIST. Before each meeting of shareholders,
the Secretary of the Corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The list shall be arranged by
voting group (and within each voting group, by class or series of shares) and
show the address of and number of shares held by each shareholder. The list
shall be kept on file at the principal office of the Corporation, or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period beginning two business days after notice of the meeting is given and
continuing through the meeting, and shall be available for inspection by any
shareholder, his agent or attorney, at any time during regular business



hours. The list shall also be available at the meeting and shall be subject to
inspection by any shareholder, his agent or attorney, at any time during the
meeting or any adjournment thereof.

         SECTION 1.11. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board of Directors may appoint Inspectors of Election to act
at such meeting or at any adjournment or adjournments thereof. If such
Inspectors are not so appointed or fail or refuse to act, the chairman of any
such meeting may (and shall upon the request of shareholders entitled to cast a
majority of all the votes entitled to be cast at the meeting) make such
appointments. No such Inspector need be a shareholder of the Corporation.

         If there are three (3) or more Inspectors of Election, the decision,
act or certificate of a majority shall be effective in all respects as the
decision, act or certificate of all. The Inspectors of Election shall determine
the number of shares outstanding, the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; shall receive votes, ballots, assents or
consents, hear and determine all challenges and questions in any way arising in
connection with the vote, count and tabulate all votes, assents and consents,
and determine the result; and do such acts as may be proper to conduct the
election and the vote with fairness to all shareholders. On request, the
Inspectors shall make a report in writing of any challenge, question or matter
determined by them, and shall make and execute a certificate of any fact found
by them.

         SECTION 1.12. DIRECTOR NOMINATIONS AND SHAREHOLDERS BUSINESS.

         (a) Advance Notice of Nominations of Directors. Only persons who are
nominated in accordance with the provisions set forth in these Bylaws shall be
eligible to be elected as directors at an annual or special meeting of
shareholders. Nomination for election to the Board of Directors shall be made by
the Board of Directors or a Nominating Committee appointed by the Board of
Directors.

         Nomination for election of any person to the Board of Directors may
also be made by a shareholder if written notice of the nomination of such person
shall have been delivered to the Secretary of the Corporation at the principal
office of the Corporation not less than 60 days nor more than 90 days prior to
the first anniversary of the mailing of the preceding year's proxy statement in
connection with the annual meeting of shareholders; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by
shareholder must be so delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. Each such notice
shall set forth: (a) the name and address of the shareholder who intends to make
the nomination, the beneficial owner, if any, on whose behalf the nomination is
made and of the person or persons to be nominated; (b) the class and number of
shares of stock of the Corporation which are owned beneficially and of record by
such shareholder and such beneficial owner, and a representation that the
shareholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) all other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission if the nominee had been nominated by
the Board of Directors; and (e) the written consent of each nominee to serve as
director of the Corporation if so elected. The chairman of the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.



         (b) Advance Notice of General Matters. No business shall be transacted
at an annual meeting of shareholders, except such business as shall be (a)
specified in the notice of meeting given as provided in Section 1.04, (b)
otherwise brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise brought before the meeting by a shareholder of
record entitled to vote at the meeting, in compliance with the procedure set
forth in this Section 1.12. For business to be brought before an annual meeting
by a shareholder pursuant to (c) above, the shareholder must have given timely
notice in writing to the Secretary. To be timely, a shareholder's notice must be
delivered to, or mailed to and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the mailing of the preceding year's proxy statement in connection
with the annual meeting of shareholders; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from such anniversary date, notice by the shareholder must
be so delivered not earlier than the 90th day prior to such annual meeting and
not later than the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. Notice of actions to be brought
before the annual meeting pursuant to (c) above shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for brining such business before the annual meeting, (ii) the name
and address, as they appear on the Corporation's books, of each shareholder
proposing such business, (iii) the classes and number of shares of the
Corporation that are owned of record and beneficially by such shareholder, and
(iv) any material interest of such shareholder in such business other than his
interest as shareholder of the Corporation. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the provisions set forth in this Section 1.12. If the
chairman of the annual meeting determines that any business was not properly
brought before the meeting in accordance with provisions prescribed by these
Bylaws, he shall so declare to the meeting, and to the extent permitted by law,
any such business not properly brought before the meeting shall not be
transacted.

         (c) General

         For purposes of this Section 1.12, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.

         Notwithstanding the foregoing provisions of this Section 1.12, a
shareholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.12. Nothing in this Section 1.12 shall be
deemed to affect any rights of shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

         SECTION 2.01. POWERS. The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors. The Board of Directors
may exercise all the powers of the Corporation, except such as are by statute or
the Articles of Incorporation or the Bylaws conferred upon or reserved to the
shareholders.

         SECTION 2.02. NUMBER OF DIRECTORS. The number of directors of the
Corporation shall be determined in accordance with Article 5(a) of the
Corporation's Restated Articles of Incorporation, as such



provision may be amended from time to time. A person is eligible for election as
a director for a three-year term only if that term expires not later than
December 31 of the calendar year in which such person's 72nd birthday occurs.

         SECTION 2.03. ELECTION OF DIRECTORS. The election of directors of the
Corporation shall be governed by Article 5(b) of the Corporation's Restated
Articles of Incorporation, as such provision may be amended from time to time.

         SECTION 2.04. CHAIRMAN OF THE BOARD. The Board of Directors shall
designate from its membership a Chairman of the Board, who shall have such
powers and perform such duties as may be prescribed by these Bylaws and assigned
to him or her by the Board of Directors.

         SECTION 2.05. REMOVAL. The removal of directors of the Corporation
shall be governed by Article 5(d) of the Corporation's Restated Articles of
Incorporation, as such provision may be amended from time to time.

         SECTION 2.06. VACANCIES. Vacancies in the Board of Directors shall be
filled in accordance with Article 5(c) of the Corporation's Restated Articles of
Incorporation, as such provision may be amended from time to time.

         SECTION 2.07. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place within or without the State of
North Carolina as may be designated by the Board of Directors.

         SECTION 2.08. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time, at any place, and for any purpose by the
Chairman of the Board, the President, the Chairman of the Executive Committee,
or upon the request of a majority of the Board of any officer of the
Corporation.

         SECTION 2.09. NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice. Notice of the place, day, and hour of
every special meeting of the Board of Directors shall be given to each director
twenty-four (24) hours (or more) before the meeting, by telephoning the notice
to such director, or by delivering the notice to him or her personally, or by
sending the notice to him or her by telegraph, or by facsimile, or by leaving
notice at his or her residence or usual place of business, or, in the
alternative, by mailing such notice three (3) days (or more) before the meeting,
postage prepaid, and addressed to him or her at his or her last known post
office address, according to the records of the Corporation. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
properly addressed with postage thereon prepaid. If notice be given by telegram
or by facsimile, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company or when the facsimile is transmitted. If the
notice be given by telephone or by personal delivery, such notice shall be
deemed to be given at the time of the communication or delivery. Unless required
by law, by these Bylaws or by resolution of the Board of Directors, no notice of
any meeting of the Board of Directors, need state the business to be transacted
thereat. Any meeting of the Board of Directors, regular or special, may adjourn
from time to time to reconvene at the same or some other place, and no further
notice need be given of any such adjourned meeting.

         SECTION 2.10. WAIVER OF NOTICE. Any director may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the director entitled to the notice and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. A director's
attendance at or participation in a meeting waives any required notice of such
meeting unless the director at the beginning of the



meeting, or promptly upon 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.

         SECTION 2.11. TELEPHONE MEETING. Members of the Board, or of any
committee thereof, may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time. Participation in this
manner shall constitute presence in person at the meeting.

         SECTION 2.12. ACTION WITHOUT MEETING. Action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if the action is taken by all members of the Board. The action must be evidenced
by one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records.

         SECTION 2.13. PRESIDING OFFICER AND SECRETARY AT MEETINGS. Each meeting
of the Board of Directors shall be presided over by the Chairman of the Board of
Directors or in his or her absence, by the President or if neither is present by
such member of the Board of Directors as shall be chosen by the meeting. The
Secretary, or in his or her absence, an Assistant Secretary, shall act as
secretary of the meeting, or if no such officer is present, a secretary of the
meeting shall be designated by the person presiding over the meeting.

         SECTION 2.14. QUORUM AND VOTING. At all meetings of the Board of
Directors, one third (1/3) of the Board of Directors, but in no case less than
two (2) directors, shall constitute a quorum for the transaction of business.
Except in cases in which it is by statute, by the Articles of Incorporation, or
by the Bylaws otherwise provided, the vote of a majority of such quorum at a
duly constituted meeting shall be sufficient to pass any measure. In the absence
of a quorum, the directors present by majority vote and without notice other
than by announcement may adjourn the meeting from time to time until a quorum
shall be present. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting originally notified.

         SECTION 2.15. PRESUMPTION OF ASSENT. A director who is present at a
meeting of the Board of Directors or a committee of the Board of Directors when
corporate action is taken is deemed to have assented to the action taken unless
(a) he objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or to transacting business at the meeting, or (b) his dissent or
abstention from the action taken is entered in the minutes of the meeting, or
(c) he files written notice of his dissent or abstention with the presiding
officer of the meeting before its adjournment or with the Corporation
immediately after the adjournment of the meeting. Such right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

         SECTION 2.16. COMPENSATION. The Board of Directors may provide by
resolution for the compensation of directors for their services as such and for
the payment or reimbursement of any or all expenses incurred by them in
connection with such services.

                                  ARTICLE III.

                                   COMMITTEES

         SECTION 3.01. COMMITTEES OF THE BOARD. The Board of Directors may by
resolution create an Executive Committee, an Audit Committee, a Nominating
Committee and such other committees of the Board and appoint members of the
Board of Directors to serve on them. The creation of a committee of the Board
and appointment of members to it must be approved by a majority of the number of
directors in office when the action is taken. Each committee of the Board must
have two or more members and, to the extent



authorized by law and specified by the Board of Directors, shall have and may
exercise all of the authority of the Board of Directors, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation, except that a committee may not have such powers or perform such
duties as may be (i) inconsistent with law, (ii) inconsistent with the Articles
of Incorporation or Bylaws, or (iii) inconsistent with the resolution creating
such committee and the authority delegated to it therein. Each committee member
serves at the pleasure of the Board of Directors. The provisions in these Bylaws
governing meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors apply to committees of
the Board established under this section.

         SECTION 3.02. MEETINGS OF COMMITTEES. Each committee of the Board of
Directors shall fix its own rules of procedure consistent with the provisions of
the Board of Directors governing such committee, and shall meet as provided by
such rules or by resolution of the Board of Directors, and it shall also meet at
the call of its chairman or any two (2) members of such committee. Unless
otherwise provided by such rules or by such resolution, the provisions of the
article of these Bylaws entitled "Board of Directors" relating to the place of
holding and notice required of meetings of the Board of Directors shall govern
committees of the Board of Directors. A majority of each committee shall
constitute a quorum thereof; provided, however, that in the absence of any
member of such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors to
act in the place of such absent member. Except in cases in which it is otherwise
provided by the rules of such committee or by resolution of the Board of
Directors, the vote of a majority of such quorum at a duly constituted meeting
shall be sufficient to pass any measure.

                                   ARTICLE IV.

                                    OFFICERS

         SECTION 4.01. OFFICERS OF THE CORPORATION. The officers of the
Corporation shall consist of a President, a Secretary, a Treasurer and such
elected Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers as may from time to time be appointed by or under the authority of the
Board of Directors. Any two or more offices may be held by the same person, but
no officer may act in more than one capacity where action of two or more
officers is required.

         SECTION 4.02. APPOINTMENT AND TERM. The officers of the Corporation
shall be appointed by the Board of Directors or by a duly appointed officer
authorized by the Board of Directors to appoint one or more officers or
assistant officers. Each officer shall hold office until his or her death,
resignation, retirement, removal, disqualification or his or her successor shall
have been appointed.

         SECTION 4.03. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation and shall, in the absence of the Chairman of the
Board, preside at all meetings of the shareholders. Subject to the authority of
the Board of Directors, he or she shall have general charge and supervision of
the Business and affairs of the Corporation. He or she may sign with the
Secretary or an Assistant Secretary certificates of stock of the Corporation. He
or she shall have the authority to sign and execute in the name of the
Corporation all deeds, mortgages, bonds, contracts or other instruments. He or
she shall have the authority to vote stock in other corporations, and he or she
shall perform such other duties of management as may be prescribed by a
resolution or resolutions or as otherwise may be assigned to him or her by the
Board of Directors. He or she shall have the authority to delegate such
authorization and power as vested in him or her by these Bylaws to some other
officer or employee or agent of the Corporation as he or she shall deem
appropriate.



         SECTION 4.04. VICE-PRESIDENTS. In the absence of the President or in
the event of his or her death, inability or refusal to act, the Vice-Presidents
in the order of their length of service, as such, unless otherwise determined by
the Board of Directors, shall perform the duties of the President, and when so
acting shall have the powers of and be subject to all the restrictions upon the
President. In the absence of the Chairman of the Board or the President, any
Vice-President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation; and shall perform such other duties
as from time to time may be prescribed by the President or Board of Directors.

         SECTION 4.05. SECRETARY. The Secretary shall keep the minutes of the
meetings of the shareholders and of the Board of Directors, in books provided
for the purpose; shall see that all notices of such meetings are duly given in
accordance with the provisions of the Bylaws of the Corporation, or as required
by law; may sign certificates of shares of the Corporation with the Chairman of
the Board; shall be custodian of the corporate seal; shall see that the
corporate seal is affixed to all documents, the execution of which, on behalf of
the Corporation, under its seal, is duly authorized, and when so affixed may
attest the same; and in general, shall perform all duties incident to the office
of a secretary of a corporation, and such other duties as from time to time may
be assigned to the Secretary by the President or the Board of Directors.

         SECTION 4.06. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust
companies, or other depositories as shall, from time to time, be selected by the
Board of Directors; and in general, shall perform all the duties incident to the
office of a treasurer of a corporation, and such other duties as from time to
time may be assigned to him or her by the President or the Board of Directors.

         SECTION 4.07. OFFICERS HOLDING TWO OR MORE OFFICES. Any two (2) or more
of the above mentioned offices, except those of President and Vice-President,
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such instrument be required
by law, by the Articles of Incorporation or by these By-Laws, to be executed,
acknowledged or verified by any two (2) or more officers.

         SECTION 4.08. COMPENSATION OF OFFICERS. The compensation of all
officers of the Corporation shall be fixed by or under the authority of the
Board of Directors, and no officer shall serve the Corporation in any other
capacity and receive compensation therefor unless such additional compensation
shall be duly authorized. The appointment of an officer does not itself create
contract rights.

         SECTION 4.09. RESIGNATIONS. An officer may resign at any time by
communicating his or her resignation to the Corporation, orally or in writing. A
resignation is effective when communicated unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the Corporation, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date.

         SECTION 4.10. REMOVAL. Any officer of the Corporation may be removed,
with or without cause, by the Board of Directors, if such removal is determined
in the judgment of the Board of Directors to be in the best interests of the
Corporation, and any officer of the Corporation duly appointed by another
officer may be removed, with or without cause, by such officer.

         SECTION 4.11. BONDS. The Board of Directors may by resolution require
any officer, agent, or employee of the Corporation to give bond to the
Corporation, with sufficient sureties, conditioned on the faithful



performance of the duties of his respective office or position and to comply
with such other conditions as may from time to time be required by the Board of
Directors.

                                   ARTICLE V.

                                     SHARES

         SECTION 5.01. CERTIFICATES. Each shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number and
kind of shares owned by such shareholder in the Corporation. Such certificates
shall be signed by the Chairman of the Board or the President, or in their
absence, any Vice-President, and countersigned by the Secretary or an Assistant
Secretary, and sealed with the seal of the Corporation or a facsimile of such
seal. Shares certificates shall be in such form, not inconsistent with law or
with the charter, as shall be approved by the Board of Directors. When
certificates for stock of any class are countersigned by a transfer agent, other
than the Corporation or its employee, or by a registrar, other than the
Corporation or its employee, any other signature on such certificates may be a
facsimile. In case any officer of the Corporation who has signed any certificate
ceases to be an officer of the Corporation, whether because of death,
resignation or otherwise, before such certificate is issued, the certificate may
nevertheless be issued and delivered by the Corporation as if the officer had
not ceased to be such officer as of the date of its issue.

         SECTION 5.02. TRANSFER OF SHARES. Shares shall be transferable only on
the books of the Corporation by the holder thereof, in person or by duly
authorized attorney, upon the surrender of the certificate representing the
shares to be transferred, properly endorsed. The Board of Directors shall have
power and authority to make such other rules and regulations concerning the
issue, transfer and resignation of certificates of stock as it may deem
expedient.

         SECTION 5.03. TRANSFER AGENTS AND REGISTRARS. The Corporation may have
one (1) or more transfer agents and one(1) or more registrars of its stock,
whose respective duties the Board of Directors may, from time to time, define.
No certificate of stock shall be valid until countersigned by a transfer agent,
if the Corporation has a transfer agent, or until registered by a registrar, if
the Corporation has a registrar. The duties of transfer agent and registrar may
be combined.

         SECTION 5.04. RECORD DATES. The Board of Directors is hereby empowered
to fix, in advance, a date as the record date for the purpose of determining
shareholders entitled to notice of, or to vote at, any meeting of shareholders,
or shareholders entitled to receive payment of any dividend or the allotment of
any rights, or in order to make a determination of shareholders for any other
proper purpose. Such date in any case shall be not more than seventy (70) days,
and, in the case of a meeting of shareholders, not less than ten (10) days,
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If a record date is not set and the transfer
books are not closed, the record date for the purpose of making any proper
determination with respect to shareholders shall be fixed in accordance with
applicable law.

         SECTION 5.05. NEW CERTIFICATES. In case any certificate of stock is
lost, stolen, mutilated or destroyed, the Board of Directors may authorize the
issue of a new certificate in place thereof upon such terms and conditions as it
may deem advisable; or the Board of Directors may delegate such power to any
officer or officers or agents of the Corporation; but the Board of Directors or
such officer or officers, in their discretion, may refuse to issue such new
certificate save upon the order of some court having jurisdiction in the
premises.



                                   ARTICLE VI.

                                 INDEMNIFICATION

         Any person (1) who at any time serves or has served as an officer,
employee or a director of the Corporation, or (2) who, while serving as an
officer, employee or a director of the Corporation, serves or has served at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee, other fiduciary or administrator under an employee
benefit plan, shall have a right to be indemnified by the Corporation to the
fullest extent permitted by law (provided that any employee of the Corporation
shall have a right to be indemnified by the Corporation acting in his or her
capacity as an employee of the Corporation only upon satisfaction of the
standards of conduct for officers and directors set forth in the North Carolina
Business Corporation Act) against (a) expenses, including attorneys' fees,
incurred by him or her in connection with any threatened, pending or completed
civil, criminal, administrative, investigative or arbitrative action, suit or
proceeding (and any appeal therein), whether or not brought by or on behalf of
the Corporation, seeking to hold him or her liable by reason of the fact that
such person is or was acting in such capacity, and (b) payments made by such
person in satisfaction of any liability, judgment, money decree, fine (including
an excise tax assessed with respect to an employee benefit plan), penalty or
settlement for which he or she may have become liable in any such action, suit
or proceeding. To the fullest extent from time to time permitted by law, the
Corporation agrees to pay the indemnitee's expenses, including attorney's fees
and expenses incurred in defending any such action, suit, or proceeding in
advance of the final disposition of such action, suit, or proceeding and without
requiring a preliminary determination of the ultimate entitlement to
indemnification; provided that, the indemnified party first provides the
Corporation with (a) a written affirmation of the indemnified party's good faith
belief that such party meets the standard of conduct necessary for
indemnification under the laws of the State of North Carolina and (b) a written
undertaking by or on behalf of such indemnified party to repay the amount
advanced if it shall ultimately be determined by a final judicial decision from
which there is no further right to appeal that the applicable standard of
conduct has not been met. The foregoing rights of the indemnitee hereunder shall
inure to the benefit of the indemnitee, whether or not he or she is an officer,
director, employee, or agent at the time such liabilities or expenses are
imposed or incurred.

         The Board of Directors of the Corporation shall take all such action as
may be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this bylaw, including without limitation, making a
determination that indemnification is permissible in the circumstances and a
good faith evaluation of the manner in which the claimant for indemnity acted
and of the reasonable amount or indemnity due him. The Board of Directors may
appoint a committee or special counsel to make such determination and
evaluation. The Board may give notice to, and obtain approval by, the
shareholders of the Corporation for any decision to indemnify.

         Any person who at any time after the adoption of this bylaw serves or
has served in the aforesaid capacity for or on behalf of the Corporation shall
be deemed to be doing or to have done so in reliance upon and as consideration
for, the right of indemnification provided herein. Such right shall inure to the
benefit of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled apart from
the provision of this bylaw, including a right of indemnification under any
statute, agreement or insurance policy.



                                  ARTICLE VII.

                                SUNDRY PROVISIONS

         SECTION 7.01. SEAL. The corporate seal of the Corporation shall consist
of two concentric circles between which is the name of the Corporation and in
the center of which is inscribed SEAL; and such seal, as impressed or affixed on
the margin hereof, is hereby adopted as the corporate seal of the Corporation.

         SECTION 7.02. AMENDMENTS. Except as otherwise provided in the Articles
of Incorporation or by law, these Bylaws, including any bylaws adopted by the
shareholders, may be amended or repealed and new bylaws may be adopted by the
Board of Directors.