EFFECTIVE DATE:

                                                                01/19/96

 

                           ARTICLES OF INCORPORATION

 

                                      OF

 

                         RUBY TUESDAY (GEORGIA), INC.

 

          The undersigned, for the purposes of forming a corporation pursuant to

the Georgia Business Corporation Code, does hereby certify as follows:

 

                                      I.

 

                                     NAME

 

          The name of the corporation is "Ruby Tuesday (Georgia), Inc."

(hereinafter the "Corporation").

 

                                      II.

 

                                   BUSINESS

 

          The purpose for which the Corporation is organized is to engage in any

lawful act or activity for which corporations may be organized under the Georgia

Business Corporation Code.

 

                                     III.

 

                                CAPITALIZATION

 

          (a) The total number of shares of capital stock which the Corporation

shall have authority to issue is One Hundred Million Two Hundred Fifty Thousand

(100,250,000), divided into two classes as follows:

 

              (1) One Hundred Million (100,000,000) shares of common stock, $.01

     par value per share ("Common Stock"); and

 

              (2) Two Hundred Fifty Thousand (250,000) shares of preferred

     stock, $.01 par value per share ("Preferred Stock").

 

           (b) The preferences, limitations and relative rights of the Common

Stock and the Preferred Stock are as follows:

 

              (1) The holders of Common Stock shall be entitled to one vote for

     each share on all matters required or permitted to be voted on by

     stockholders of the Corporation.

 

                                      -1-

 

 

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              After payment or provision for the payment of dividends on any

     series of Preferred Stock then outstanding to the extent provided by the

     Board of Directors of the Corporation in resolutions providing for the

     issuance thereof, the Board of Directors of the Corporation may declare and

     pay dividends on the Common Stock as and to the extent permitted by law.

 

              (2) The Preferred Stock entitles the holders thereof to the rights

     and preferences set out or determined as provided below.

 

              Any unissued shares of Preferred Stock may be issued from time to

     time in one or more series. All shares of Preferred Stock shall be

     identical and of equal rank, except with respect to particular variations

     in the relative rights and preferences as between different series which

     may be fixed and determined by the Board of Directors of the Corporation as

     hereinafter provided, and each share of any series of Preferred Stock shall

     be identical in all respects with the other shares of such series except

     that, if dividends thereon are cumulative, as to the date from which

     dividends thereon shall accumulate.

 

              Different series of Preferred Stock shall not be construed to

     constitute different classes of stock for the purpose of voting by classes,

     except to the extent such voting by classes is expressly required by law.

 

              Before any shares of Preferred Stock of any particular series

     shall be issued, the Board of Directors of the Corporation shall, by

     resolution adopted, fix and determine, and is hereby expressly empowered to

     fix and determine, in the manner provided by law, the following provisions,

     rights and preferences of shares of any such series:

 

                  (A) The distinctive designation of such series and the number

          of shares which shall constitute such series, which number may be

          increased (except where otherwise provided by the Board of Directors

          of the Corporation in creating such a series) or decreased (but not

          below the number of shares thereof then issued) from time to time by

          action of the Board of Directors of the Corporation;

 

                  (B) The amount of capital of such series;

 

                  (C) The annual rate of any dividends which may be payable on

          shares of such series, whether dividends shall be cumulative, and the

          conditions upon which and the date when such dividends shall begin to

          accumulate on all shares of such series issued prior to the record

          date for the first dividend of such series;

 

                  (D) Whether the shares of any such series shall be redeemable,

          and if so, the time or times when, the conditions under which and the

          price or prices at which shares of such series shall be redeemable and

          the purchase, retirement or sinking fund provisions, if any, for the

          purchase or redemption of such shares;

 

                  (E) The amount payable on shares of such series in the event

          of voluntary or involuntary liquidation, dissolution or winding up of

          the affairs of the Corporation;

 

                                      -2-

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                  (F) The rights, if any, of the holders of shares of such

          series to convert such shares into, or exchange such shares for,

          shares of Common Stock or shares of any other series of Preferred

          Stock and the terms and conditions of such conversion or exchange; and

 

                  (G) Whether or not the holders of shares of such series have

          voting rights, and the extent of such voting rights, if any.

 

          The holders of Preferred Stock are entitled to receive, when and as

     declared by the Board of Directors of the Corporation, but only from funds

     legally available for the payment of dividends, cash dividends at the

     annual rate for each particular series as fixed and determined by the Board

     of Directors of the Corporation as herein authorized, and no more; such

     dividends shall be payable before any dividend on Common Stock shall be

     paid or set apart for payment.  Any arrearages in the payment of dividends

     shall not bear interest.

 

          In the event of any dissolution, liquidation or winding up of the

     affairs of the Corporation, whether voluntary or involuntary, after payment

     or provisions for payment of the debts and other liabilities of the

     Corporation, the holders of shares of each series of Preferred Stock shall

     be entitled to receive in cash, out of the net assets of the Corporation,

     an amount equal to the amount fixed and determined by the Board of

     Directors of the Corporation in any resolution providing for the issuance

     of any particular series of Preferred Stock, plus an amount equal to any

     dividends payable to such holder which are then unpaid, either under the

     provisions of the resolution of the Board of Directors of the Corporation

     providing for the issuance of such series of Preferred Stock or by

     declaration of the Board of Directors of the Corporation, on each such

     share up to the date fixed for distribution, and no more, before any

     distribution shall be made to the holders of Common Stock.  Neither the

     merger or consolidation of the Corporation, nor the sale, lease or

     conveyance of all or a part of its assets, shall be deemed to be a

     liquidation, dissolution or winding up of the affairs of the Corporation.

 

          (3) Fifty Thousand (50,000) shares of Preferred Stock shall be

     designated as "Series A Junior Participating Preferred Stock" and shall

     have the preferences, limitations and relative rights set forth on Exhibit

     A hereto.

 

 

                                      IV.

 

                          REGISTERED OFFICE AND AGENT

 

     The address of the Corporation's registered office in the State of Georgia

is 66 Luckie Street, Suite 604, Atlanta, Georgia 30303.  The name of the

Corporation's registered agent at such address is The Prentice-Hall Corporation

System, Inc.

 

                                      -3-

<PAGE>

 

                                      V.

 

                               PRINCIPAL OFFICE

 

          The mailing address of the initial principal office of the Corporation

is 4721 Morrison Drive, Post Office Box 160266, Mobile, Alabama 36625.

 

 

                                      VI.

 

                              CORPORATE EXISTENCE

 

          The existence of the Corporation shall be perpetual.

 

                                     VII.

 

                              BOARD OF DIRECTORS

 

          (a) The business and affairs of the Corporation shall be managed by,

or under the direction of, a Board of Directors comprised as follows:

 

              (1) The initial number of directors shall be such as may be

     determined by the incorporator and thereafter the number of directors of

     the Corporation shall be not less than three and not more than twelve, the

     exact number within such minimum and maximum limits to be fixed and

     determined from time to time by resolution of a majority of the Board of

     Directors or by the affirmative vote of the holders of at least 80% of all

     outstanding shares entitled to be voted in the election of directors,

     voting together as a single class.

 

              (2) At the first Special Meeting of Stockholders, the Board of

     Directors shall be divided into three classes, each consisting, as nearly

     as may be possible, of one-third of the total number of directors

     constituting the entire Board of Directors.  At the first Special Meeting

     of Stockholders, the first class of directors shall be elected for a term

     expiring upon the next following Annual Meeting of Stockholders and upon

     the election and qualification of their respective successors, the second

     class of directors shall be elected for a term expiring upon the second

     next Annual Meeting of Stockholders and upon the election and qualification

     of their respective successors, and the third class of directors shall be

     elected for a term expiring upon the third next Annual Meeting of

     Stockholders and upon the election and qualification of their respective

     successors.  At each succeeding Annual Meeting of Stockholders, successors

     to the class of directors whose term expires at that Annual Meeting of

     Stockholders shall be elected for a three-year term.  If the number of

     directors has changed, any increase or decrease shall be apportioned among

     the classes so as to maintain the number of directors in each class as

     nearly equal as possible, and any additional director of any class elected

     to fill a vacancy resulting from an increase in such a class shall hold

     office for a term that shall coincide with the remaining term of that

     class, unless

 

                                      -4-

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     otherwise required by law, but in no case shall a decrease in the number of

     directors for a class shorten the term of an incumbent director.

 

          (3) A director shall hold office until the Annual Meeting of

     Stockholders upon which his term expires and until his successor shall be

     elected and qualified, subject, however, to prior death, resignation,

     retirement, disqualification or removal from office.  Directors may be

     removed only for cause by the vote of at least 80% of the outstanding

     shares entitled to vote at an election of directors, at a meeting of

     stockholders called expressly for that purpose.

 

          (4) Nominations for the election of directors may be made by the Board

     of Directors or a committee appointed by the Board of Directors, or by any

     stockholder entitled to vote generally in the election of directors;

     provided, however, any stockholder entitled to vote generally in the

     election of directors may nominate one or more persons for election as

     directors at a meeting only if written notice of such stockholder's intent

     to make such nomination or nominations has been given, either by personal

     delivery or by the United States mail, postage prepaid, to the Secretary of

     the Corporation not later than (i) with respect to any election to be held

     at the Annual Meeting of Stockholders, 90 days in advance of such meeting,

     and (ii) with respect to any election to be held at a Special Meeting of

     Stockholders for the election of directors, the close of business on the

     seventh day following the date on which notice of such meeting is first

     given to stockholders.  Each such notice shall set forth:

 

              (A) the name and address of the stockholder who intends to make

          the nomination and of the person or persons to be nominated;

 

              (B) a representation that the stockholder is a holder of record

          of shares of the Corporation entitled to vote at such meeting and

          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 stockholder 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 stockholder;

 

              (D) such other information regarding each nominee proposed by

          such stockholder as would be required to be included in a proxy

          statement filed pursuant to the then current proxy rules of the

          Securities and Exchange Commission, if the nominees were to be

          nominated by the Board of Directors; and

 

              (E) the consent of each nominee to serve as a 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.

 

                                      -5-

<PAGE>

 

          (5) Any vacancy on the Board of Directors that results from an

     increase in the number of directors or from prior death, resignation,

     retirement, disqualification or removal from office of a director shall be

     filled by a majority of the Board of Directors then in office, though less

     than a quorum, or by the sole remaining director. Any director elected to

     fill a vacancy resulting from prior death, resignation, retirement,

     disqualification or removal from office of a director, shall have the same

     remaining term as that of his predecessor.

 

          (6) At any meeting of stockholders with respect to which notice of

     such purpose has been given, the entire Board of Directors or any

     individual director may be removed, with cause, by the affirmative vote of

     the holders of 80% of all outstanding shares entitled to be voted at an

     election of directors.

 

          (7) Notwithstanding the foregoing, whenever the holders of any one or

     more classes or series of Preferred Stock issued by the Corporation shall

     have the right, voting separately by class or series, to elect directors at

     an Annual or Special Meeting of Stockholders, the election, term of office,

     filling of vacancies and other features of such directorships shall be

     governed by the terms of these Articles of Incorporation or the resolutions

     of the Board of Directors creating such class or series, as the case may

     be, applicable thereto, and such directors so elected shall not be divided

     into classes pursuant to this Section (a) of Article VII unless expressly

     provided by such terms.

 

     (b) Except as may be prohibited by law, by the Bylaws of the Corporation,

or by these Articles of Incorporation, the Board of Directors shall have the

right to make, alter, amend, change, add to, or repeal the Bylaws of the

Corporation, and have the right (which, to the extent exercised, shall be

exclusive) to establish the rights, powers, duties, rules and procedures that

from time to time shall govern the Board of Directors, each of its members,

including without limitation, the vote required for any action and the election

of officers of the Corporation by the Board of Directors, and that from time to

time shall affect the directors' powers to manage the business and affairs of

the Corporation; no Bylaw shall be adopted by stockholders that shall impair or

impede the implementation of the foregoing.

 

     (c) The directors of the Corporation shall not be required to be elected by

written ballots.

 

     (d) The Board of Directors of the Corporation, when evaluating any offer of

another party to (a) make a tender or exchange offer for any equity security of

the Corporation, (b) merge or consolidate the Corporation with another

corporation or (c) purchase or otherwise acquire all or substantially all of the

properties and assets of the Corporation, shall, in evaluating what is in the

best interests of the Corporation and its stockholders, consider not only the

consideration being offered by another party, in relation to the then current

market price, but also in relation to the then current value of the Corporation

in a freely negotiated transaction and in relation to the Board of Directors'

then estimate of the future value of the Corporation as an independent entity.

Furthermore, the Board of Directors is authorized, in connection with the

exercise of its judgment in determining what is in the best interests of the

Corporation and its stockholders, to give due consideration to all relevant

factors, including, without limitation, the social, legal, and economic effects

on the employees, customers, suppliers and management services clients under

contract to the

 

                                      -6-

<PAGE>

 

Corporation and its subsidiaries, and on the communities in which the

Corporation and its subsidiaries operate or are located.

 

     (e) Notwithstanding any other provisions of these Articles of Incorporation

or the Bylaws of the Corporation (and notwithstanding the fact that a lesser

percentage for separate class vote for certain actions may be permitted by law,

by these Articles of Incorporation or by the Bylaws of the Corporation), the

affirmative vote of the holders of not less than 80% of the votes entitled to be

cast by the holders of all then outstanding shares of capital stock, voting

together as a single class, shall be required to make, alter, amend, change, add

to or repeal any provision of these Articles of Incorporation or the Bylaws of

the Corporation which is or which is proposed to be inconsistent with this

Article VII; provided, however, that this Section (e) shall not apply to, and

such 80% vote shall not be required to alter, amend, change, add to or repeal

any provisions of the Bylaws relating to this Article VII, or Article VII of

these Articles of Incorporation, recommended by not less than 80% of the members

of the Board of Directors.

 

     (f) The invalidity or unenforceability of this Article VII or any portion

hereof, or of any action taken pursuant to this Article VII, shall not affect

the validity or enforceability of any other provision of these Articles of

Incorporation, any action taken pursuant to such other provision, or any action

taken pursuant to this Article VII.

 

                                     VIII.

 

                             DIRECTORS' LIABILITY

 

     To the fullest extent permitted by the Georgia Business Corporation Code,

as the same exists or may hereafter be amended, a director of the Corporation

shall not be liable to the Corporation or its stockholders for monetary damages

for breach of fiduciary duty as a director.

 

                                      IX.

 

                                INDEMNIFICATION

 

     Except as prohibited by law, the Corporation may indemnify 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 (including, without limitation, any employee benefit plan) and may

take such steps as may be deemed appropriate by the Board of Directors,

including purchasing and maintaining insurance, entering into contracts

(including, without limitation, contracts of indemnification between the

Corporation and its directors and officers), creating a trust fund, granting

security interests or using other means (including, without limitation, a letter

of credit) to ensure the payment of such amounts as may be necessary to effect

such indemnification.

 

                                      -7-

<PAGE>

 

                                      X.

 

                     STOCKHOLDER VOTE FOR CERTAIN MATTERS

 

          (a) In addition to any affirmative vote required by law, these

Articles of Incorporation, or the Bylaws of the Corporation and except as

otherwise expressly provided in Section (b) of this Article X, a Business

Combination (as hereinafter defined) shall require the affirmative vote of the

holders of not less than 80% of the Voting Stock (as hereinafter defined),

voting together as a single class.  Such affirmative vote shall be required

notwithstanding that no vote may be required or that a lesser percentage or

separate class vote may be allowed by law, any agreement with any national

securities exchange or the National Association of Securities Dealers, Inc. (the

"NASD"), or otherwise.

 

          (b) The provisions of Section (a) of this Article X shall not be

applicable to any particular Business Combination, and such Business Combination

shall require only such affirmative vote, if any, as is required by law, by any

other provision of these Articles of Incorporation or the Bylaws of the

Corporation, or by any agreement with any national securities exchange or the

NASD, if all of the conditions specified in either of the following Paragraphs

(1) or (2) are met:

 

              (1) The Business Combination shall have been approved by 80% of

     the Continuing Directors (as hereinafter defined), whether such approval is

     made prior or subsequent to the acquisition of beneficial ownership of the

     Voting Stock that caused the Interested Stockholder (as hereinafter

     defined) to become an Interested Stockholder.

 

              (2) All of the following price and procedural conditions shall

     have been met:

 

                  (A) The aggregate amount of cash and the Fair Market Value (as

          hereinafter defined), as of the date of the consummation of the

          Business Combination (the "Consummation Date"), of the consideration

          other than cash to be received per share by the holders of Common

          Stock pursuant to such Business Combination shall be at least equal to

          the higher amount determined under the following clauses (i) and (ii):

 

                      (i) (if applicable) the highest per share price (including

               any brokerage commissions, transfer taxes and soliciting dealers'

               fees) paid by the Interested Stockholder for any share of Common

               Stock acquired by it (x) within the two-year period immediately

               prior to the first public announcement of the proposal of the

               Business Combination (the "Announcement Date"), or (y) the

               transaction in which the Interested Stockholder became an

               Interested Stockholder, whichever is higher; plus interest

               compounded annually from the date on which the Interested

               Stockholder became an Interested Stockholder (the "Determination

               Date") through the Consummation Date at the rate of interest

               announced by SunTrust Bank in Atlanta, Georgia (or other major

               bank headquartered in Atlanta, Georgia, selected by a majority of

               the Continuing Directors) from time to

 

                                      -8-

<PAGE>

 

               time as its "prime rate," less the aggregate amount of any cash

               dividends paid and the Fair Market Value of any dividends paid

               other than in cash, per share of Common Stock from the

               Determination Date through the Consummation Date in an amount up

               to but not exceeding the amount of such interest payable per

               share of Common Stock; or

 

                      (ii) (if applicable) the Fair Market Value per share of

               the Common Stock on the Announcement Date or on the Determination

               Date, whichever is higher.

 

          (B)  The aggregate amount of the cash and the Fair Market Value as of

     the Consummation Date of the consideration other than cash to be received

     per share by the holders of shares of any class or series of outstanding

     Capital Stock (as hereinafter defined), other than Common Stock, in such

     Business Combination shall be at least equal to the highest amount

     determined under clauses (i), (ii) and (iii) below (it being intended that

     the requirements of this Paragraph (2)(B) of this Section (b) shall be

     required to be met with respect to every such class or series of

     outstanding Capital Stock, whether or not the Interested Stockholder has

     previously acquired any shares of a particular class or series of Capital

     Stock):

 

                      (i)    (if applicable) the highest per share price

               (including any brokerage commissions, transfer taxes and

               soliciting dealers' fees) paid by the Interested Stockholder for

               any share of such class or series of Capital Stock acquired by it

               (x) within the two-year period immediately prior to the

               Announcement Date, or (y) the transaction in which the Interested

               Stockholder became an Interested Stockholder, whichever is

               higher; plus interest compounded annually from the Determination

               Date through the Consummation Date at the rate of interest

               announced by SunTrust Bank in Atlanta, Georgia (or other major

               bank headquartered in Atlanta, Georgia, selected by a majority of

               the Continuing Directors) from time to time as its "prime rate,"

               less the aggregate amount of any cash dividends paid and the Fair

               Market Value of any dividends paid other than in cash, per share

               of such class of Capital Stock from the Determination Date

               through the Consummation Date in an amount up to but not

               exceeding the amount of such interest payable per share of such

               class of Capital Stock;

 

                      (ii)   (if applicable) the Fair Market Value per share of

               such class or series of Capital Stock on the Announcement Date or

               on the Determination Date, whichever is higher; or

 

                      (iii)  (if applicable) the highest preferential amount per

               share to which the holders of shares of such class or series of

               Capital Stock would be entitled in the event of any voluntary or

               involuntary liquidation, dissolution or winding up of the affairs

               of the Corporation, regardless of whether the Business

               Combination to be consummated constitutes such an event.

 

                                      -9-

<PAGE>

 

          (C) The consideration to be received by holders of a particular class

     or series of outstanding Capital Stock in such Business Combination shall

     be in cash or in the same form as previously has been paid by or on behalf

     of the Interested Stockholder in connection with its direct or indirect

     acquisition of beneficial ownership of shares of such class or series of

     Capital Stock. If the consideration so paid for shares of a class or series

     of Capital Stock varies as to form, the form of consideration for such

     class or series of Capital Stock shall either be cash or the form used to

     acquire beneficial ownership of the largest number of shares of such class

     or series of Capital Stock previously acquired by the Interested

     Stockholder; provided that if the Interested Stockholder acquired equal

     portions of such shares by forms of consideration other than cash, the form

     of consideration to be paid to the holders of a class or series of Capital

     Stock shall be the form last paid by the Interested Stockholder for

     previously acquired shares.

 

          (D) The holders of all outstanding shares of Capital Stock not

     beneficially owned by the Interested Stockholder prior to the consummation

     of such Business Combination shall be entitled to receive in such Business

     Combination cash or other consideration for their shares in compliance with

     Paragraphs (2)(A), (2)(B) and (2)(C) of this Section (b) (provided,

     however, that the failure of any such holders who are exercising their

     statutory rights to dissent from such Business Combination and receive

     payment of the fair value of their shares to exchange their shares in such

     Business Combination shall not be deemed to have prevented the condition

     set forth in this Paragraph (2)(D) of this Section (b) from being

     satisfied).

 

          (E) After the Determination Date and prior to the Consummation Date:

 

                    (i)    there shall have been no failure to declare and pay

               at the regular date therefor any full quarterly dividends

               (whether or not cumulative) payable in accordance with the terms

               of any outstanding Capital Stock, except as approved by a

               majority of the Continuing Directors;

 

                    (ii)   there shall have been no reduction in the annual rate

               of dividends paid on the Capital Stock (other than as necessary

               to reflect any stock split, stock dividend or subdivision of the

               Capital Stock), except as approved by a majority of the

               Continuing Directors;

 

                    (iii)  there shall have been an increase in the annual rate

               of dividends paid on the Common Stock as necessary to reflect any

               reclassification (including any reverse stock split),

               recapitalization, reorganization, or any similar transaction that

               has the effect of reducing the number of outstanding shares of

               Common Stock, except as approved by a majority of the Continuing

               Directors; and

 

                    (iv)   such Interested Stockholder shall not have become the

               beneficial owner of any additional shares of Capital Stock except

               as part of a transaction that results in such Interested

               Stockholder becoming an Interested Stockholder.

 

                                     -10-

<PAGE>

 

          (F) After the Determination Date, the Interested Stockholder shall not

     have received the benefit, directly or indirectly (except proportionately

     as a stockholder of the Corporation), of any loans, advances, guarantees,

     pledges or other financial assistance or any tax credits or other tax

     advantages provided by or through the Corporation, whether in anticipation

     of or in connection with such Business Combination or otherwise.

 

          (G) A proxy or information statement describing the proposed Business

     Combination and complying with the requirements of the Securities Exchange

     Act of 1934, as amended, and the rules and regulations promulgated

     thereunder (the "Exchange Act"), shall be mailed to all stockholders of the

     Corporation at least 30 days prior to the consummation of such Business

     Combination (whether or not such proxy or information statement is required

     to be mailed under the provisions of the Exchange Act).  The proxy or

     information statement shall contain on the first page thereof, in a

     prominent place (or, if required, as near as practicable to the first page

     thereof and in a prominent place), any statement regarding the advisability

     (or inadvisability) of the Business Combination that a majority of the

     Continuing Directors chooses to make, and if deemed advisable by a majority

     of the Continuing Directors, the opinion of an investment banking firm

     selected by a majority of the Continuing Directors, concerning the fairness

     (or unfairness) of the terms of the Business Combination from a financial

     viewpoint to the holders of the outstanding shares of Capital Stock other

     than the Interested Stockholder and its Affiliates or Associates (as

     hereinafter defined), such investment banking firm to be paid a reasonable

     fee for its services by the Corporation.

 

     (c) For the purpose of this Article X, the following terms shall have the

respective meanings set forth below:

 

          (1) "Affiliate" shall have the meaning ascribed to it in Rule 12b-2

     promulgated under the Exchange Act as in existence on the date this Article

     X was approved by the stockholders of the Corporation.  (The term

     "registrant" as used in Rule 12b-2 shall mean, in this case, the

     Corporation.)

 

          (2) "Associate" shall have the meaning ascribed to it in Rule 12b-2

     promulgated under the Exchange Act as in existence on the date this Article

     X was approved by the stockholders of the Corporation.  (The term

     "registrant" as used in Rule 12b-2 shall mean, in this case, the

     Corporation.)

 

          (3) "Beneficial Owner" shall mean a person who, either itself or

     through any of its Affiliates or Associates,

 

               (A) beneficially owns, directly or indirectly, any Capital Stock;

 

                                     -11-

<PAGE>

 

               (B)  has, directly or indirectly,

 

                    (i) the right to acquire (whether such right is exercisable

               immediately or subject only to the passage of time) any Capital

               Stock pursuant to any agreement, arrangement or understanding or

               upon the exercise of any conversion rights, exchange rights,

               warrants, options or otherwise; or

 

                    (ii) the right to vote any Capital Stock pursuant to any

               agreement, arrangement or understanding; or

 

               (C) beneficially owns, directly or indirectly, Capital Stock

          through any other Person with which such Person or Affiliate or

          Associate of such Person has any agreement, arrangement or

          understanding for the purpose of acquiring, holding, voting or

          disposing of any shares of Capital Stock.

 

               For the purposes of determining whether a Person is an Interested

          Stockholder pursuant to Paragraph (8) of this Section (c), the number

          of shares of Capital Stock deemed to be outstanding shall include

          shares deemed beneficially owned by such Persons through application

          of this Paragraph (3) of this Section (c), but shall not include any

          other shares of Capital Stock that may be issuable pursuant to any

          agreement, arrangement or understanding, or upon the exercise of any

          conversion rights.

 

          (4) "Business Combination" shall mean:

 

               (A) any merger or consolidation of the Corporation or any

          Subsidiary (as hereinafter defined) with (i) any Interested

          Stockholder, or (ii) any Person (whether or not itself an Interested

          Stockholder) that is, or after such merger or consolidation would be,

          an Affiliate or Associate of an Interested Stockholder;

 

               (B) any sale, lease, exchange, mortgage, pledge, transfer or

          other disposition (in one transaction or a series of transactions)

          with any Interested Stockholder or any Affiliate or Associate of an

          Interested Stockholder involving any assets or securities of the

          Corporation, any Subsidiary or any Interested Stockholder or any

          Affiliate or Associate of an Interested Stockholder, having an

          aggregate Fair Market Value equal to or in excess of 25% of the total

          assets of the Corporation as shown on the balance sheet of the

          Corporation contained in the most recent annual report to stockholders

          of the Corporation;

 

               (C) the adoption of any plan or proposal for the liquidation or

          dissolution of the Corporation proposed by or on behalf of an

          Interested Stockholder or any Affiliate or Associate of an Interested

          Stockholder;

 

                                     -12-

<PAGE>

 

               (D) any reclassification of securities (including any reverse

          stock splits), recapitalization of the Corporation, merger or

          consolidation of the Corporation with any of its Subsidiaries, or any

          other transaction (whether or not with or otherwise involving an

          Interested Stockholder) that has the effect, either directly or

          indirectly, of increasing the proportionate share of any class or

          series of Capital Stock or any securities convertible into Capital

          Stock, or into equity securities of any Subsidiary that is

          beneficially owned by any Interested Stockholder or an Affiliate or

          Associate of an Interested Stockholder; or

 

               (E) any agreement, contract, or other arrangement providing for

          any one or more of the actions specified in Paragraphs A through D of

          this Section (c)(4).

 

          (5) "Capital Stock" shall mean capital stock of the Corporation

     authorized to be issued from time to time pursuant to Article III of these

     Articles of Incorporation.

 

          (6) "Continuing Director" shall mean:

 

               (A) any member of the Board of Directors of the Corporation who,

          while such person is a member of the Board of Directors, is not an

          Affiliate, Associate or representative of an Interested Stockholder

          and was a member of the Board of Directors prior to the time that the

          Interested Stockholder became an Interested Stockholder; and

 

               (B) any successor of a Continuing Director who, while such

          successor is a member of the Board of Directors, is not an Affiliate,

          Associate or representative of an Interested Stockholder and is

          recommended or elected to succeed the Continuing Director by a

          majority of the Continuing Directors.

 

          (7)  "Fair Market Value" shall mean:

 

               (A) in the case of cash, the amount of such cash;

 

               (B) in the case of stock, the highest closing sale price during

          the 30-day period immediately preceding the date in question of a

          share of such stock listed on any national securities exchange

          registered under the Exchange Act or, if such stock is not listed on

          any such exchange, the highest closing sale price as reported by the

          NASD Nasdaq Stock Market (the "Nasdaq Stock Market"), or if there is

          no closing sale price reporting, the average between the highest bid

          and asked prices with respect to a share of such stock as quoted by

          the Nasdaq Stock Market for the 30-day period preceding the date in

          question, or if no such quotations are available, the Fair Market

          Value on the date in question of a share of such stock as determined

          in good faith by a majority of the Continuing Directors;

 

                                     -13-

<PAGE>

 

               (C) in the case of property other than cash or stock, the Fair

          Market Value of such property on the date in question as determined in

          good faith by a majority of the Continuing Directors; and

 

               (D) in the event of any Business Combination in which the

          Corporation is the surviving entity, either or both the shares of

          Common Stock or the shares of any other class or series of Capital

          Stock retained by the holders of such shares shall be deemed

          consideration other than cash received for purposes of Paragraphs

          (2)(A) and (2)(B) of Section (b) and Paragraph (4) of Section (d) of

          this Article X.

 

          (8) "Interested Stockholder" shall mean any Person (other than the

     Corporation, any Subsidiary, or any profit-sharing, employee stock

     ownership or other employee benefit plan established by the Corporation, by

     any Subsidiary, or by any trustee of or fiduciary with respect to any such

     plan when acting in such capacity) who:

 

               (A) is the beneficial owner of Voting Stock representing 10% or

          more of the votes entitled to be cast by the holders of all then

          outstanding shares of Voting Stock;

 

               (B) is an Affiliate or Associate of the Corporation and that at

          any time within the two-year period immediately prior to the date in

          question was the beneficial owner of Voting Stock representing 10% or

          more of the votes entitled to be cast by the holders of all then

          outstanding shares of Voting Stock; or

 

               (C) is an assignee of or has otherwise succeeded to any shares of

          Capital Stock that were at any time within the two-year period

          immediately prior to the date in question beneficially owned by any

          other Interested Stockholder if such assignment or succession shall

          have occurred in the course of a transaction or series of transactions

          not involving a public offering within the meaning of the Securities

          Act of 1933, as amended.

 

          (9) "Person" shall mean any individual, firm, corporation or other

     entity and shall include any group comprised of any Person and any other

     Person with whom such Person or any Affiliate or Associate of such Person

     has any agreement, arrangement or understanding, either directly or

     indirectly, for the purpose of acquiring, holding, voting or disposing of

     Capital Stock.

 

          (10) "Subsidiary" shall mean any corporation of which a majority of

     any class of equity securities is beneficially owned by the Corporation;

     provided, however, for the purposes of the definition of Interested

     Stockholder as set forth in Paragraph (8) of this Section (c), the term

     "Subsidiary" shall mean only a corporation of which a majority of each

     class of equity security is beneficially owned by the Corporation.

 

          (11) "Voting Stock" shall mean all Capital Stock which by its terms

     may be voted on the particular matter submitted to stockholders of the

     Corporation.

 

                                     -14-

<PAGE>

 

     (d) When it appears that a particular person may be an Interested

Stockholder and that the provisions of this Article X must be applied or

interpreted, then a majority of the total number of those directors of the

Corporation who would qualify as Continuing Directors (assuming that such

particular person is in fact an Interested Stockholder) shall have the power and

the duty to interpret all of the terms and provisions of this Article X, and to

determine on the basis of information known to them after reasonable inquiry all

facts necessary to ascertain compliance with this Article X, including without

limitation:

 

          (1) whether a person is an Interested Stockholder;

 

          (2) the number of shares of Capital Stock or other securities

     beneficially owned by such person:

 

          (3) whether a person is an Affiliate or Associate of another; and

 

          (4) whether the assets that are the subject of any Business

     Combination have, or the consideration to be received for the issuance or

     transfer of securities by the Corporation or any subsidiary in any Business

     Combination has, in the aggregate a Fair Market Value equal to or in excess

     of 25% of the total assets of the Corporation as shown on the balance sheet

     of the Corporation contained in the most recent annual report to

     stockholders of the Corporation.  Any such determination shall be made in

     good faith and shall be binding and conclusive on all parties.

 

     (e) Nothing contained in this Article X shall be construed to relieve any

Interested Stockholder from any fiduciary obligation imposed by law.

 

     (f) Whether or not any Business Combination complies with the provisions of

Section (b) of this Article X shall not be construed to impose any fiduciary

duty, obligation or responsibility on the Board of Directors or on any member

thereof to approve such Business Combination or recommend its adoption or

approval to the stockholders of the Corporation, nor shall such compliance

limit, prohibit or otherwise restrict in any manner the Board of Directors, or

any member thereof, with respect to its or his evaluations of, or actions and

responses taken toward, such Business Combination.

 

     (g) Notwithstanding any other provisions of these Articles of Incorporation

or the Bylaws of the Corporation (and notwithstanding that a lesser percentage

or separate class vote may be permitted by law, these Articles of Incorporation

or the Bylaws of the Corporation), the affirmative vote of the holders of not

less than 80% of the vote entitled to be cast by the holders of all then

outstanding shares of Voting Stock, voting together as a single class, shall be

required to make, alter, amend, change, add to or repeal any provisions

inconsistent with this Article X; provided, however, that this Section (g) shall

not apply to, and such 80% vote shall not be required to alter, amend, change,

add to or repeal any provisions of the Bylaws relating to this Article X, or

this Article X of the Articles of Incorporation, recommended by not less than

80% of the members of the Board of Directors.

 

                                     -15-

<PAGE>

 

                                      XI.

 

                                 INCORPORATOR

 

          The name and mailing address of the incorporator is:

 

                  Name                        Mailing Address

                  ----                        ---------------

                             

             Pfilip G. Hunt                   4721 Morrison Drive

                                              Post Office Box 160266

                                              Mobile, Alabama  36625

 

 

          IN WITNESS WHEREOF, the undersigned, being the sole incorporator

hereinabove named, hereby further certifies that the facts herein stated are

true and, accordingly, has signed these Articles of Incorporation this 19th day

of January, 1996.

 

 

 

                                 /s/ Pfilip G. Hunt

                                 ------------------

                                 Pfilip G. Hunt