EXHIBIT 3 (b)

                PENNROCK FINANCIAL SERVICES CORP.

                             BYLAWS

                     Adopted March 25, 1986

                    Amended February 24, 1987
                    Effective April 28, 1987

                            ARTICLE I
                      SHAREHOLDER MEETINGS

     Section 1.1    Annual Meeting.  The annual meeting of the
shareholders of the Company shall be held at the administrative
office of the Company at 1058 Main Street, Blue Ball,
Pennsylvania, or at such other place as may be authorized by the
Board of Directors, on such day each year as may be fixed from
time to time by the Board of Directors, or, if no day be so
fixed, on the last Tuesday in April of each year.  Directors
shall be elected at the annual meeting of the shareholders and
such other business as shall properly come before the meeting may
be transacted.

     Section 1.2    Special Meetings.  Special meetings of the
shareholders may be called at any time by (i) the Chairman of the
Board, (ii) the Chief Executive Officer, (iii) the Executive
Committee of the Board of Directors, or (iv) the Board of
Directors pursuant to a resolution adopted by the affirmative
vote of a majority of the whole Board of Directors.  Special
meetings may not be called by shareholders.

     Section 1.3    Notice of Meetings.  Written notice of all
meetings of shareholders shall be given to each shareholder of
record entitled to vote at the meeting at least ten (10) days
prior to the day of the meeting by mail addressed to the
shareholder at his address as it appears on the books of the
Company.  Such notice shall state the date, hour and place of the
meeting and shall also state the general nature of the business
to be transacted in the case of a special meeting.  Notices shall
be deemed to have been delivered when deposited in the United
States mail, postage prepaid, addressed to the shareholder at his
address as it appears on the books of the Company.

     Section 1.4    Record Date.  The Board of Directors may fix
a date for the purpose of determining shareholders entitled to
receive notice of and to vote at any meeting or to receive any
dividend, distribution or allotment of rights or a date for any
change, conversion or change of shares by fixing a record date
not more than fifty (50) days prior thereto.

     Section 1.5    Voting List.  The officer or agent having
charge of the transfer books for the shares of the Company shall
make, at least five (5) days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and
the number of shares held by each.  Such list shall be kept on
file at the registered office of the Company until the time of
the meeting and shall be subject to inspection by any shareholder
during usual business hours and shall also be made available for
inspection by any shareholder at any time during the meeting.

     Section 1.6    Judges of Election.  In advance of each
meeting of the shareholders, the Board of Directors shall appoint
three (3) judges of election, each of whom shall be a
shareholder, to act at such meeting and any adjournment thereof. 
The judges of election shall conduct all elections and
shareholder votes held at the meeting with respect to which they
have been appointed and shall take all such actions as may be
necessary in order to fulfill their responsibilities under
applicable law.  Following each election or shareholder vote, the
judges of election shall file with the chairman of the meeting a
certificate certifying the result thereof.

     Section 1.7    Quorum and Majority Action.  A majority of
the outstanding shares, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders.  A majority
of votes cast shall decide each matter submitted to the
shareholders, except in cases where the vote of a larger number
of shares is required under the Articles of Incorporation or by
law and except that in elections of directors, the candidates
receiving the highest number of votes shall be elected.

     Section 1.8    Voting of Shares.  Each outstanding share
entitled to vote at a meeting shall be entitled to one (1) vote
on each matter.  Shareholders shall not have the right to
cumulate their votes in the election of directors.

     Shareholders may vote at any meeting of shareholders by
proxy duly authorized in writing.  A proxy shall be valid only
for one meeting to be specified therein and any adjournments of
such meeting.  Proxies shall be dated and shall be filed with the
Secretary of the Company.

     Section 1.9    Conduct of Meetings.  At every  meeting of
the shareholders, the Chairman of the Board or, in his absence,
the Chief Executive Officer, or in his absence, a chairman (who
shall be one of the officers, if any is present) chosen by the
shareholders of the Company present, shall act as chairman of the
meeting.  The chairman of the meeting shall appoint a person to
serve as secretary of the meeting.

     Section 1.10   No Action by Written Consent.  No action
required to be taken or which may be taken at any annual or
special meeting of the shareholders may be taken without a duly
called meeting and the power of the shareholders of the Company
to consent in writing to action without a meeting is specifically
denied.

                            ARTICLE II
                            DIRECTORS

     Section 2.1    Powers.  The business and affairs of the
Company and all corporate powers shall be exercised by or under
the authority of the Board of Directors, subject to any
limitation imposed by law, the Articles of Incorporation, or
these Bylaws as to action which requires approval by the
shareholders.

     Section 2.2    Number and Qualifications of Directors.  The
Board of Directors shall consist of not less than one (1) nor
more than twenty-five (25) persons.  The directors shall be
classified with respect to the time they shall severally hold
office by dividing them into three (3) classes, each consisting
as nearly as possible of one-third (1/3) of the number of the
whole Board of Directors; provided, however, that nothing herein
shall be construed to require exact equality in the number of
directors in each class.  At the Annual Meeting of Shareholders
to be held in 1987, the directors of one class shall be elected
for a term of one (1) year; directors of a second class shall be
elected for a term of two (2) years; and directors of a third
class shall be elected for a term of three (3) years and at each
Annual Meeting of Shareholders thereafter the successors to the
class of directors whose term shall expire that year shall be
elected to hold office for a term of three (3) years, so that the
term of office of one (1) class of directors shall expire in each
year.  The directors shall hold office until the expiration of
the term for which they were elected and until their successors
are elected and have qualified.  The number of directors in each
class of directors shall be determined by the Board of Directors.

     Any shareholder who owns not less than 100 shares of the
stock of the Company shall be eligible to be elected as a
director of the Company.

     Section 2.3    Nomination of Directors.  Nomination for
election to the Board of Directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election
of directors.  Each nomination shall specify the term of office
for which the person nominated is to be elected.  Nominations,
other than those made by or on behalf of the existing management
of the Company, shall be made in writing and shall be delivered
or mailed to the Chairman of the Board not less than fourteen
(14) days nor more than fifty (50) days prior to any meeting of
shareholders called for the election of directors; provided,
however, that if less than twenty-one (21) days' notice of a
meeting is given to shareholders, such nominations shall be
mailed or delivered to the Chairman of the Board not later than
the close of business on the seventh day following the day on
which the notice of meeting was mailed.  The notice to the
Chairman of the Board of a nomination, other than one made on
behalf of existing management, shall set forth the name, age,
residence address, and principal occupation of the nominee.  The
chairman of the meeting shall determine whether nominations have
been made in accordance with the requirements of this Section
and, if he determines that a nomination is defective, the
nomination and any votes cast for the nominee shall be
disregarded.

     Section 2.4    Elections.  If directors of more than one
class are to be elected at a meeting of the shareholders by
reason of vacancy or otherwise, there shall be a separate
election for each class of directors to be elected at that
meeting.

     Section 2.5    Organizational Meeting.  Following the Annual
Meeting of Shareholders, the chairman or the secretary of the
meeting shall notify the directors elect of their election and
they shall meet along with the continuing directors for the
purpose of organizing the new Board, appointing officers and
transacting such other business as may properly come before the
meeting.  The organizational meeting shall be held immediately
following the final adjournment of the Annual Meeting of
Shareholders or as soon thereafter as practicable and, in any
event, within thirty (30) days thereof.

     Section 2.6    Vacancies.  A vacancy in the Board of
Directors shall occur in the case of the happening of any of the
following events: (a) a director shall die, resign or retire;
(b) the shareholders shall fail to elect the number of directors
authorized to be elected at any meeting of shareholders at which
any director is to be elected; (c) the Board of Directors shall
by resolution have elected to increase the number of directors;
(d) the Board of Directors shall declare vacant the office of any
director for such cause as the Board may determine; or (e) a
vacancy shall occur for any other reason.

     Any vacancy occurring in the Board of Directors shall be
filled by a majority of the remaining members of the Board of
Directors, though less than a quorum, and each person so elected
shall hold office until the next Annual Meeting of Shareholders
and until his successor is duly elected and has qualified.

     Section 2.7    Place of Meetings.  All meetings of the Board
of Directors shall be held at the administrative office of the
Company at Route 23 and Ranck's Church Road, Blue Ball,
Pennsylvania or at such other place within or without this
Commonwealth as may be designated from time to time by a majority
of the directors or as may be designated in the notice calling
the meeting.

     Section 2.8    Regular Meetings.  Regular meetings of the
Board of Directors shall be held, without call or notice, on
Tuesday of each week or at such other time as a majority of the
Board of Directors may from time to time determine.  When any
regular meeting of the Board of Directors falls upon a holiday,
the meeting shall be held on the next business day unless the
Board shall designate some other day.

     Section 2.9    Special Meetings.  Special meetings of the
Board of Directors may be called by the Chairman of the Board, by
the Chief Executive Officer or at the request of three (3) or
more directors.  Not less; than twenty-four (24) hours' notice of
the date, time and place of any special meeting of the Board of
Directors shall be given to each director either: (a) in person;
(b) by telephone; or (c) by notice to the director's personal
residence or business address appearing on the books of the
Company by telephone, mail, telegram or written notice delivered
to such place.

     Section 2.10   Quorum and Majority Action.  A majority of
all the members of the Board of Directors in office shall
constitute a quorum for the transaction of business.  If at any
time fixed for a meeting, including the meeting to organize the
new Board following the Annual Meeting of Shareholders, a quorum
is not present, the directors in attendance may adjourn the
meeting from time to time until a quorum is obtained and the
meeting may be held as adjourned without further notice.  Except
as otherwise provided herein, a majority of those directors
present at any meeting of the Board of Directors at which a
quorum is present shall decide each matter considered.

     A director may not vote by proxy or otherwise act by proxy
at a meeting of the Board of Directors.

     Section 2.11   Conduct of Meetings.  At every meeting of the
Board of Directors, the Chairman of the Board or, in his absence,
the Vice Chairman of the Board, or in his absence, an officer of
the Company designated by one of them, or, in the absence of such
designation, a chairman chosen by a majority of the directors
present, shall preside.  A person to be designated by the
Chairman of the Board shall serve as secretary of the Board of
Directors.

     One or more directors may participate in a meeting of the
Board of Directors by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.

     Section 2.12   Retirement.  The office of a director shall
be considered vacant as of December 31 of the calendar year in
which he attains the age of seventy-five (75) years.  A director
who retires pursuant to the provisions of this Section 2.12 shall
serve as a Director Emeritus until December 31 of the calendar
year in which he attains the age of seventy-eight (78) years.  A
Director Emeritus may attend meetings of the Board of Directors,
but he may not vote and he shall not be charged with the
responsibilities or be subject to the liabilities of a director. 
A Director Emeritus shall serve without compensation, but shall
be subject to all restrictions applicable to directors generally
with respect to conflicts of interest.

     Section 2.13   Compensation.  The Board of Directors, by the
affirmative vote of a majority of the directors then in office
and irrespective of any personal interest of any of its members,
shall have authority to establish a fee to be paid to each
director for attendance at meetings; provided, however, that no
such fee may be paid to any director who is also a salaried
officer of the Company or of any subsidiary of the Company.

     Section 2.14   Personal Liability of Directors.

          (a)  General Rule:  A director of the corporation shall
not be personally liable for monetary damages for any action
taken or any failure to take any action, except to the extent
that exemption from liability for monetary damages is not
permitted under the laws of the Commonwealth of Pennsylvania as
now or hereafter in effect.  The provisions of this Subsection
(a) are intended to exempt the directors of the corporation from
liability for monetary damages to the maximum extent permitted
under the Pennsylvania Directors' Liability Act (42 Pa.  C.S.
Sec. 8361 et seq.) or under any other law now or hereafter in effect.

          (b)  Specific Rule Under Directors' Liability Act:
Without limitation of Subsection (a) above, a director of the
corporation shall not be personally liable for monetary damages
for any action taken or any failure to take any action, unless:
(i) the director has breached or failed to perform the duties of
his office under Section 8363 of the Directors' Liability Act,
and (ii) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.  The provisions of
the preceding sentence shall not exempt a director from: (i) the
responsibility or liability of a director pursuant to any
criminal statute; or (ii) the liability of a director for the
payment of taxes pursuant to local, state or federal law.

          (c)  Modification or Repeal:  The provisions of this
Section 2.14 may be modified or repealed by the Board of
Directors in accordance with the procedures for amending these
Bylaws; provided, however, that any such modification or repeal
shall not have any effect upon the liability of a director
relating to any action taken, any failure to take any action, or
events which occurred prior to the effective date of such
modification or repeal.

          (d)  Effective Date:  The provisions of this Section
2.14 shall become effective immediately following its
ratification by the shareholders of the corporation at a meeting
of shareholders duly convened after notice to the shareholders of
such purpose.

[Adopted by the Board of Directors February 24, 1987; ratified by
the shareholders April 28, 1987; effective April 28, 1987]

                           ARTICLE III
                           COMMITTEES

     Section 3.1    Authority.  The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors,
may create such permanent or temporary committees as the Board of
Directors deems necessary for the proper conduct of the business
of the Company.  Each committee shall consist of at least three
(3) directors and shall have and may exercise such powers as
shall be conferred or authorized by resolution of the Board and
which are not inconsistent with these Bylaws.  The creation of
any committee and the delegation to it of authority shall not
relieve the Board of Directors of any responsibility imposed by
law upon it.

     Section 3.2    Appointment of Committees.  The Chairman of
the Board shall submit to the Board of Directors, at its first
meeting after the Annual Meeting of Shareholders, his
recommendations for the members of and chairman of each standing
committee.  The Board of Directors shall then appoint, in
accordance with such recommendations or otherwise, the members
and a chairman for each such committee.  If the appointees accept
their appointment, they shall serve for one (1) year or until
their successors are appointed.  The Board of Directors may fill
any vacancy occurring on any committee and may remove and replace
any member of any committee.  A director may be a member of more
than one committee.

     The Chairman of the Board and the Chief Executive Officer
shall be ex-officio members of all committees of the Board of
Directors, except the Audit Committee (if one be appointed).

     Section 3.3    Place and Notice of Meetings.  All committee
meetings shall be held at the administrative office of the
Company at Route 23 and Ranck's Church Road, Blue Ball,
Pennsylvania or at such other place as may be designated by the
chairman of the committee or as may be designated in the notice
calling the meeting.

     Not less than twenty-four (24) hours notice of the date,
time and place of any special committee meeting shall be given to
each member of that committee either: (a) in person; (b) by
telephone; or (c) by notice to the member's personal residence or
business address appearing on the books of the Company by
telephone, mail, telegram, or written notice delivered to such
place.

     Section 3.4    Conduct of Committees.  A majority of the
membership of a committee shall constitute a quorum for the
transaction of business; provided, however, that in any case
where the Chairman of the Board and the Chief Executive Officer
are members ex-officio of a committee and have not been
specifically appointed to a committee by resolution of the Board
of Directors, then the number of members of that committee
necessary to constitute a quorum shall be that number which is a
majority of the number of members of that committee other than
the ex-officio members, but, for purposes of determining the
presence of a quorum at any meeting of that committee, any ex-
officio members who are present shall be counted.  In any case,
ex-officio committee members shall be entitled to vote.

     Regular meetings of a committee may be held, without call or
notice, at such times as the committee members decide or as the
Board of Directors may require.  Special meetings of a committee
may be called at any time by its chairman or by the Chairman of
the Board or by the Chief Executive Officer.  Except for its
chairman (who shall be appointed by the Board of Directors), each
committee may appoint a secretary and such other officers as the
committee members deem necessary.  Each committee shall have the
power and authority to obtain from the appropriate officers of
the Company all information necessary for the conduct of the
proper business of the committee.

     One or more directors may participate in a meeting of a
committee by means of conference telephone or similar
communication equipment by means of which all persons
participating in the meeting can hear each other.

     Section 3.5    Executive Committee.  There shall be a
standing committee of the Board of Directors to be known as the
Executive Committee consisting of the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer, and the
Secretary of the Company.  Such committee, during the intervals
between meetings of the Board of Directors, shall exercise all
the powers and authority of the Board of Directors in the
management of the affairs of the Company, except the power and
authority to do the following: (a) to fill vacancies in the Board
of Directors and the Executive Committee; (b) to propose to the
shareholders amendment of the Articles of Incorporation; (c) to
make, alter, amend or repeal these Bylaws; (d) to adopt or
propose to the shareholders for adoption any plan of merger,
consolidation, liquidation, or dissolution; (e) to approve the
sale of substantially all of the assets of the Company; (f) to
approve the sale and issuance of long-term debt; (g) to declare
dividends; (h) to authorize the issuance of stock; or (i) to
authorize redemption of stock or distributions to shareholders.

     The Executive Committee shall keep minutes of its
proceedings and shall report on its activities at each regular
meeting of the Board of Directors.

     Meetings of the Executive Committee may be called from time
to time by the persons specified in Section 3.4 above, or, in
their absence or inability to act, by a Vice President.

                           ARTICLE IV
                            OFFICERS

     Section 4.1    Number and Titles.  The officers of the
Company shall be a Chairman of the Board, a Vice Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, a
Treasurer and such other officers as may be appointed by the
Board of Directors.  The same person may hold two (2) or more
offices, except both the offices of President and Treasurer.

     Section 4.2    Election and Term.  The officers of the
Company, except such officers as may be appointed in accordance
with the provisions of Section 4.4 below shall be elected
annually by the Board of Directors and shall hold office until
they shall resign, shall be removed or otherwise disqualified to
serve, or their successors shall be elected and have qualified.

     Section 4.3    Chief Executive Officer.  At the annual
organization meeting of the new Board of Directors, the Board
shall designate an officer to be the Chief Executive Officer of
the Company.  The Chief Executive Officer shall be an ex-officio
member of all committees of the Board of Directors, except the
Audit Committee (if one be appointed).  The Chief Executive
Officer shall have the authority to sign the share certificates
of the Company.

     Section 4.4    Subordinate Officers.  The Board of Directors
may appoint such other officers or agents as it may deem
necessary.  A subordinate officer shall hold office for such
period, have such authority and perform such duties as may be
assigned to him by the Board of Directors.  The Board of
Directors may delegate to any officer or committee the power to
appoint subordinate officers and to specify their duties and
authority and to determine their compensation.

     Section 4.5    Chairman of the Board.  The Chairman of the
Board shall be a member of the Board of Directors.  The Chairman
of the Board shall, if present, preside at all meetings of the
Board of Directors and shall be an ex-officio member of all
committees of the Board of Directors except the Audit Committee
(if one be appointed).  The Chairman of the Board shall supervise
the administration of the policies adopted or approved by the
Board of Directors and he shall also have and may exercise such
further powers and duties as from time to time may be conferred
upon or assigned to him by the Board of Directors.  The Chairman
of the Board shall have authority to sign the share certificates
of the Company.

     Section 4.6    Vice Chairman of the Board.  The Vice
Chairman of the Board shall be a member of the Board of Directors
and shall have and may exercise such powers and duties as may be
assigned to him by the Board of Directors.

     Section 4.7    President.  The President of the Company
shall be a member of the Board of Directors.  Subject to such
supervisory powers as may be given by the Board of Directors to
the Chairman of the Board, the President shall have and may
exercise any and all powers and duties of supervision, direction
and control of the business and affairs of the Company vested by
law, regulation and practice in the office of President of a
corporation and, in addition, he shall also have and may exercise
such further powers and duties as from time to time may be
conferred upon or assigned to him by the Board of Directors.  The
President shall have the authority to sign the share certificates
of the Company.

     Section 4.8    Vice-President.  Each Vice President of the
Company shall have such powers and duties as may be assigned to
him by the Board of Directors.  One Vice President shall be
designated by the Board of Directors to be the Executive Vice
President of the Company.

     Section 4.9    Secretary.  The Secretary of the Company
shall be responsible for the minute book of the Company.  The
Secretary shall attest such documents as may be required and, in
addition, shall have and may exercise such further powers and
duties as from time to time may be conferred upon or assigned to
him by the Board of Directors.  The Secretary shall have
authority to sign the share certificates of the Company.

     Section 4.10   Treasurer.  The Treasurer of the Company
shall be responsible for all of the Company's funds and
securities, shall be responsible for keeping complete and
accurate records relating thereto, and shall prepare such reports
of the financial condition of the Company as may from time to
time be requested by the Board of Directors.  In addition, the
Treasurer shall have and may exercise such further powers and
duties as from time to time may be conferred upon or assigned to
him by the Board of Directors.

                            ARTICLE V
                         INDEMNIFICATION

     Section 5.1    General Rule.  The corporation shall, subject
to limitations set forth herein, indemnify any person (and his
heirs, executors and administrators) who was or is a party,
witness or other participant or is threatened to be made a party,
witness or participant to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation,
actions by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees,
court costs, transcript costs, fees of experts and witnesses,
travel expenses and all other similar expenses), judgments,
fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding.  The corporation's obligation to indemnify shall
be subject to the following limitations:

          (a)  Directors and executive officers shall be
indemnified to the fullest extent permitted under the laws of the
Commonwealth of Pennsylvania as they now exist or as they may
from time to time be amended.

          (b)  Non-executive officers, employees, and agents of
the corporation shall be indemnified to the fullest extent
permitted under the laws of the Commonwealth of Pennsylvania as
they now exist or as they may from time to time be amended,
except that no such person shall be indemnified for liability
involving self-dealing, criminal acts, violations of applicable
taxing laws, or actions undertaken by such person in bad faith.

     Section 5.2    Advance Payment of Expenses.  The corporation
shall advance all reasonable expenses (including attorney's fees,
court costs, transcript costs, fees of experts and witnesses,
travel expenses and all other similar expenses) reasonably
incurred in connection with the defense of or other response to
any action, suit or proceeding referred to in Section 1 above
upon receipt of an undertaking by or on behalf of the person
seeking the advance to repay all amounts advanced if it shall
ultimately be determined upon final disposition of such action,
suit or proceeding that he is not entitled to be indemnified by
the corporation, provided, however, that in the event that such
action, suit or proceeding involves an allegation of conduct
which, if proven, would result in the denial of indemnification
under the terms of this Article, advance payment shall not be
made except upon the vote of a majority of the members of the
Board of Directors of the corporation.

     Section 5.3    No Duplication of Payments.  The corporation
shall not be liable under this Article V to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent
that the person seeking indemnification has otherwise actually
received payment therefor under any insurance policy, contract
agreement or otherwise.  In the event that the corporation makes
an advance payment of expenses to a person, such person shall
repay to the corporation the amount so advanced, if and to the
extent that he subsequently receives payment therefor under any
insurance policy, contract, agreement or otherwise.

     Section 5.4    Insurance.  The corporation may purchase and
maintain at its own expense one or more policies of insurance to
protect itself and to protect any director, officer, employee or
agent of the corporation or of another corporation, partnership,
joint venture, trust or other enterprise against any expense,
liability or loss incurred by such person in such capacity,
whether or not the corporation would have the authority to
indemnify such person against any such expense, liability or loss
under this Article V or under the laws of the Commonwealth of
Pennsylvania.

     Section 5.5    Indemnification Agreements.  The corporation
shall have the authority by vote of a majority of the Board of
Directors to enter into an Indemnification Agreement with any
person who may be indemnified by corporation pursuant to the
provisions of this Article V or otherwise.  Any such
Indemnification Agreement may contain such terms and conditions
as a majority of the Board of Directors shall in the exercise of
their discretion determine to be necessary or appropriate.  Such
terms and conditions may include provisions for greater or lesser
indemnification than provided for in this Article V, provisions
establishing procedures for the processing or approval of
indemnification claims, and other provisions.  The fact that the
corporation has not entered into an Indemnification Agreement
with any person shall not in any way limit the indemnification
rights of such person under this Article V or otherwise.

     Section 5.6    Non-exclusive.  The rights to indemnification
and to the payment of expenses incurred in defending against or
otherwise responding to any action, suit or proceeding in advance
of its final disposition as set forth in this Article V shall not
be exclusive of any other rights which any person may now have or
hereafter acquire under any agreement, vote of shareholders, vote 
of disinterested directors, or under any applicable law or under
the Articles of Incorporation of the corporation,  or otherwise.

     Section 5.7    Survival of Rights.  The indemnification
rights provided to a person under the provisions of this Article
V shall continue after such person ceases to be a director,
officer, employee or agent of the corporation or of another
entity, as to any action taken, any failure to take action, or
any events which occurred while such person was a director,
officer, employee or agent of the corporation or of another
entity.

     Section 5.8    Modification or Repeal.  The provisions of
this Article V may be modified or repealed in accordance with the
procedures for amending these Bylaws; provided however, that any
such modification or repeal shall not have any effect upon the
indemnification rights of any person as they relate to any action
taken, any failure to take action, or events which occurred prior
to the effective date of such modification or repeal.

     Section 5.9    Effective Date.  The provisions of this
Article V shall become effective immediately following its
ratification by the shareholders of the corporation at a meeting
of shareholders duly convened after notice to the shareholders of
such purpose.

[Amended and restated by the Board of Directors February 24,
1987; ratified by the shareholders April 28, 1987; effective
April 28, 1987]

                           ARTICLE VI
                           EMERGENCIES

     Section 6.1    Emergency Executive Committee.  In the event
of any emergency declared by governmental authority, the result
of a regional or national disaster and of such severity as to
prevent the normal conduct and management of the affairs of the
Company by its directors and officers as contemplated by these
Bylaws, and three (3) available directors shall constitute the
Executive Committee and may exercise the full authority of that
committee until such time as a duly elected Board of Directors
can again assume full responsibility for and control of the
Company.

                           ARTICLE VII  
                            AMENDMENT

     Section 7.1    Procedure.  The authority to make, amend,
alter, change or repeal the Bylaws of the Company is hereby
expressly and solely granted to and vested in the Board of
Directors, subject always to the power of the shareholders to
make, amend, alter, change or repeal the Bylaws by the
affirmative vote of the holders of not less than 85 percent of
the then outstanding shares of stock of the Company entitled to
vote generally in the election of directors, voting together as a
single class, at a meeting of shareholders duly convened after
notice to the shareholders of such purpose.  The authority hereby
granted to and vested in the Board of Directors may be exercised
upon the vote of a majority of entire Board of Directors at any
meeting of the Board, provided that 10 days' notice of the
proposed amendment has been given to each directo