AMENDED BY-LAWS OF
THE BERWYN FUND, INC.


ARTICLE I - OFFICES

	1.	The registered office of the corporation shall be at 
1039 Beaumont Road, Berwyn, Pennsylvania, 19312.

	2.	The corporation may also have offices at such other 
places as the Board of Directors may from time to time appoint or the 
business of the Corporation may require.


ARTICLE II - SEAL

	1.	The corporation seal shall have inscribed thereon the 
name of the corporation, the year of its origination and the words 
"Corporate Seal Pennsylvania."


ARTICLE III - SHAREHOLDERS MEETING

	1.	Meetings of the shareholders shall be held at the 
registered office of the corporation or at such other place or places, 
either within or without the Commonwealth of Pennsylvania, as may from 
time to time be selected.

	2.	The annual meeting of the shareholders shall be held on 
the fourth Friday of March in each year if not a legal holiday, and if 
a legal holiday, then on the next secular day following at 10:00 a.m.,  
when they shall elect a Board of Directors, and transact such other 
business as may properly be brought before the meeting.  If the annual 
meeting shall not be called and held during the calendar year, any 
shareholder may call such meeting at any time thereafter.

	3.	The presence, in person or by proxy, of shareholders 
entitled to cast at least a majority of the votes which all 
shareholders are entitled to cast on the particular matter shall 
constitute a quorum for the purpose of considering such matter, and, 
unless otherwise provided by statute the acts, at a duly organized 
meeting, of the shareholders present, in person or by proxy, entitled 
to cast at least a majority of the votes which all shareholders 
present are entitled to cast shall be the acts of the shareholders.  
The shareholders present at a duly organized meeting can continue to 
do business until adjournment, notwithstanding the withdrawal of 
enough shareholders to leave less than a quorum.  Adjournment or 
adjournments of any annual or special meeting may be taken, but any 
meeting at which directors are to be elected shall be adjourned only 
from day to day, or for such longer periods not exceeding fifteen days 
each, as may be directed by shareholders who are present in person or 
by proxy and who are entitled to cast at least a majority of the votes 
which all such shareholders would be entitled to cast at an election 
of directors until such directors have been elected.  If a meeting 
cannot be organized because a quorum has not attended, those present 
may, except as otherwise provided by statute, adjourn the meeting to 
such time and place as they may determine, but in the case of any 
meeting called for the election of directors, those who attend the 
second of such adjourned meetings, although less than a quorum, shall 
nevertheless constitute a quorum for the purpose of electing 
directors.

4.	Every shareholder entitled to vote at a meeting of 
shareholders, or to express consent or dissent to corporate action in 
writing without a meeting, may authorize another person or persons to 
act for him by proxy.  Every proxy shall be executed in writing by the 
shareholders, or by his duly authorized attorney in fact, and filed 
with the Secretary of the Corporation.  A proxy, unless coupled with 
an interest, shall be revocable at will, notwithstanding any other 
agreement or any provision in the proxy to the contrary, but the 
revocation of a proxy shall not be effective until notice thereof has 
been given to the Secretary of the corporation.  No unrevoked proxy 
shall be valid after eleven months from the date of its execution, 
unless a longer time is expressly provided therein, but in no event 
shall a proxy, unless coupled with an interest, be voted on after 
three years from the date of its execution.  A proxy shall not be 
revoked by the death or incapacity of the maker unless before the vote 
is counted or the authority is exercised, written notice of such death 
or incapacity is given to the Secretary of the corporation.  A 
shareholder shall not sell his vote or execute a proxy to any person 
for any sum of money or anything of value.  A proxy coupled with an 
interest shall include an unrevoked proxy in favor of a creditor of a 
shareholder and such proxy shall be valid so long as the debt owed by 
him to the creditor remains unpaid. Elections for directors need not 
be by ballot, except upon demand made by a shareholder at the election 
and before the voting begins.  In an election of directors no 
cumulative voting shall be allowed. No share shall be voted at any 
meeting upon which any installment is due and unpaid.

	5.	Written notice of the annual meeting shall be given to 
each shareholder entitled to vote thereat not less than fourteen nor 
more than thirty days.

	6.	In advance of any meeting of shareholders, the Board of 
Directors may appoint judges of election, who need not be 
shareholders, to act at such meeting or any adjournment thereof.  If 
judges of election be not so appointed, the chairman of any such 
meeting may, and on the request of any shareholder or his proxy shall, 
make such appointment at any meeting.  The number of judges shall be 
one or three.  If appointed at a meeting on the request of one or more 
shareholders or proxies, the majority of shares present and entitled 
to vote shall determine whether one or three judges are to be 
appointed.  On request of the chairman of the meeting, or any 
shareholder or his proxy, the judges shall make a report in writing of 
any challenge or question or matter determined by them, and execute a 
certificate of any fact found by them.  No person who is a candidate 
for office shall act as judge.

	7.	Special meetings of the shareholders may be called at 
any time by the President, or the Board of Directors, or shareholders 
entitled to cast at least one-tenth of the votes which all 
shareholders are entitled to cast at the particular meeting.  At any 
time, upon written request of any person or persons who have duly 
called a special meeting, it shall be the duty of the Secretary to fix 
the date of the meeting, to be held not more than sixty days after 
receipt of the request, and to give due notice thereof.  If the 
Secretary shall neglect or refuse to fix the date of the meeting and 
give notice thereof, the person or persons calling the meeting may do 
so.

	8.	Business transacted at all special meetings shall be 
confined to the objects stated in the call and matters germane 
thereto, unless all shareholders entitled to vote are present and 
consent.

	9.	Written notice of a special meeting of the shareholders 
stating the time and place and object thereof, shall be given to each 
shareholder entitled to vote thereat at least ten days before such 
meeting, unless a greater period of notice is required by statute in a 
particular case.

	10.	The officer or agent having charge of the transfer 
books shall make at least five days before each meeting of 
shareholders, a complete list of the shareholders entitled to vote at 
the meeting, arranged in alphabetical order, with the address of and 
the number of shares held by each, which list shall be subject to 
inspection by any shareholder at any time during usual business hours.  
Such list shall also be produced and kept open at the time and place 
of the meeting, and shall be subject to the inspection of any 
shareholder during the whole time of the meeting.  The original share 
ledger or transfer book, or duplicate thereof kept in this 
Commonwealth, shall be prima facie evidence as to who are the 
shareholders entitled to examine such list or share ledger or transfer 
book, or to vote in person or by proxy at any meeting of shareholders.


ARTICLE IV - DIRECTORS

	1.	The business of this corporation shall be managed by 
its Board of Directors, five (5) in number.  The directors need not be 
resident of this Commonwealth or shareholders in the corporation.  
They shall be elected by the shareholders at the annual meeting of 
shareholders of the corporation, and each director shall be elected 
for the term of one year, and until his successor shall be elected and 
shall qualify.  Whenever all of the shares of the corporation are 
owned beneficially and of record by either one or two shareholders, 
the number of directors may be less than three but not more less than 
the number of shareholders, there must be at least three directors.

	2.	In addition to the powers and authorities by these By-
Laws expressly conferred upon them, the Board may exercise all such 
powers of the corporation and do all such lawful acts and things as 
are not by statute or by the Articles or by these By-Laws directed or 
required to be exercised or done by the shareholders.

	3.	The meetings of the Board of Directors may be held at 
such place within this Commonwealth, or elsewhere, as a majority of 
the directors may from time to time appoint, or as may be designated 
in the notice calling the meeting.

	4.	Each newly elected Board may meet at such place and 
time as shall be fixed by the shareholders at the meeting at which 
such directors are elected and no notice shall be necessary to the 
newly elected directors in order legally to constitute the meeting, or 
they may meet at such place and time as may be fixed by the consent in 
writing of all the directors.

	5.	Regular meetings of the Board shall be held without 
notice immediately following the annual shareholders' meeting, at the 
registered office of the corporation, or at such other time and place 
as shall be determined by the Board.

	6.	Special meetings of the Board may be called by the 
President on two days notice to each director, either personally or by 
mail or by telegram; special meetings shall be called by the President 
or Secretary in like manner and on like notice on the written request 
of a majority of the directors in office.

	7.	A majority of the directors in office shall be 
necessary to constitute a quorum for the transaction of business, and 
the acts of a majority of the directors present at a meeting at which 
a quorum is present shall be the acts of the Board of Directors.  Any 
action which may be taken at a meeting of the directors may be taken 
without a meeting if a consent or consents in writing, setting forth 
the action so taken, shall be signed by all the directors and shall be 
filed with the Secretary of the corporation.

	8.	Directors, as such, shall not receive any stated salary 
for their services, but by resolution of the Board, a fixed sum and 
expenses of attendance, if any, may be allowed for attendance at each 
regular or special meeting of the Board provided, that nothing herein 
contained shall be construed to preclude any director from serving the 
corporation in any other capacity and receiving compensation therefor.


ARTICLE V - OFFICERS

	1.	The executive officers of the corporation shall be 
chosen by the directors and shall be a President, Secretary and 
Treasurer.  The Board of Directors may also choose a Vice President 
and such other officers and agents as it shall deem necessary, who 
shall hold their offices for such terms and shall have such authority 
and shall perform such duties as from time to time shall be prescribed 
by the Board.  Any number of offices may be held by the same person.  
It shall not be necessary for the officers to be directors.

	2.	The salaries of all officers and agents of the 
corporation shall be fixed by the Board of Directors.

	3.	The officers of the corporation shall hold office for 
one year and until their successors are chosen and have qualified. Any 
officer or agent elected or appointed by the Board of Directors may be 
removed by the Board of Directors whenever in its judgment the best 
interests of the corporation will be served thereby.

	4.	The powers and duties of the several officers shall be 
as provided from time to time by resolution or other directive of the 
Board of Directors.  In the absence of such provisions, the respective 
officers shall have the powers and shall discharge the duties 
customarily and usually held and performed by like officers of 
corporations similar in organization and business purposes to this 
corporation.


ARTICLE VI - VACANCIES

	1.	If the office of any officer or agent, one or more, 
becomes vacant for any reason, the Board of Directors may choose a 
successor or successors, who shall hold office for the unexpired term 
in respect of which such vacancy occurred.

	2.	Vacancies in the Board of Directors shall be filled by 
a vote of the majority of the remaining members of the Board, and each 
person so elected shall be a director until his successor is elected 
by the shareholders, who may make such election at the next annual 
meeting of the shareholders or at any special meeting duly called for 
that purpose and held prior thereto.  The above procedure for filling 
vacancies shall be followed in situations where immediately after the 
vacancy has been filled, two-thirds of the Board of Directors have 
been elected by the shareholders.  If at any time, less than 
two-thirds of the Board of Directors have been elected by the 
shareholders, the Board shall call a special meeting of the 
shareholders within 45 days for the purpose of filling the vacancies 
on the Board.  If, at any time, less than a majority of the Board has 
been elected by the shareholders, the Board will call a special 
meeting of the shareholders immediately for the purpose of electing 
new directors.  Said meeting shall be held within 30 days.


ARTICLE VII - CORPORATE RECORDS

	1.	There shall be kept at the registered office or 
principal place of business of the corporation an original or 
duplicate record of the proceedings of the shareholders and of the 
directors, and the original or a copy of its By-Laws, including all 
amendments or alterations thereto to date, certified by the Secretary 
of the corporation.  An original or duplicate share register shall 
also be kept at the registered office or principal place of business 
or at the office of a transfer agent or registrar, giving names of the 
shareholders, their respective addresses and the number of classes of 
shares held by each.

	2.	Every shareholder shall, upon written demand under oath 
stating the purpose thereof, have a right to examine, in person or by 
agent or attorney, during the usual hours for business for any proper 
purpose, the share register, books or records of account, and records 
of the proceedings of the shareholders and directors, and make copies 
or extracts therefrom.  A proper purpose shall mean a purpose 
reasonably related to such person's interest as a shareholder.  In 
every instance where any attorney or other agent shall be the person 
who seeks the right to inspection, the demand under oath shall be 
accompanied by a power of attorney or such other writing which 
authorized the attorney or other agent to so act on behalf of the 
shareholder.  The demand under oath shall be directed to the 
corporation at its registered office in this Commonwealth or at its 
principal place of business.


ARTICLE VIII - SHARE CERTIFICATES, DIVIDENDS, ETC.

	1.	The share certificates of the corporation shall be 
numbered and registered in the share ledger and transfer books of the 
corporation as they are issued. They shall bear the corporate seal and 
shall be signed by the President and the Secretary.

	2.	Transfer of shares shall be made on the books of the 
corporation upon surrender of the certificates therefor, endorsed by 
the person named in the certificate or by attorney, lawfully 
constituted in writing.  No transfer shall be made which is 
inconsistent with law.

	3.	The Board of Directors may fix a time, not more than 
fifty days, prior to the date of any meeting of shareholders, or the 
date fixed for the payment of any dividend or distribution, or the 
date for the allotment of rights, or the date when any change or 
conversion or exchange of share will be made or go into effect, as a 
record date for the determination of the shareholders entitled to 
notice of, or to vote at, any such meeting, or entitled to receive 
payment of any such dividend or distribution, or to receive any such 
allotment of rights, or to exercise the rights in respect to any such 
change, conversion, or exchange or shares.  In such case, only such 
shareholders as shall be shareholders of record on the date so fixed 
shall be entitled to notice of, or to vote at, such meeting or to 
receive payment of such dividend, or to receive such allotment of 
rights, or to exercise such rights, as the case may be, 
notwithstanding any transfer of any shares on the books of the 
corporation after any record date fixed as aforesaid.  The Board of 
Directors may close the books of the corporation against transfers of 
shares during the whole or any part of such period, and in such case, 
written or printed notice thereof shall be mailed at least ten days 
before the closing thereof to each shareholder or record at the 
address appearing on the records of the corporation or supplied by him 
to the corporation for the purpose of notice.  While the stock 
transfer books of the corporation are closed, no transfer of shares 
shall be made thereon.  If no record date is fixed for the 
determination of shareholders' entitled to receive notice of, or vote 
at, the shareholder meeting, transferees of shares which are 
transferred on the books of the corporation within ten days next 
preceding the date of such meeting shall not be entitled to notice of 
or to vote at such meeting.

	4.	In the vent that a share certificate shall be lost, 
destroyed or mutilated, a new certificate may be issued therefor upon 
such terms and indemnity to the corporation as the Board of Directors 
may prescribe.

	5.	The Board of Directors may declare and pay dividends 
upon the outstanding shares of the corporation, from time to time and 
to such extent as they deem advisable, in the manner and upon the 
terms and conditions provided by statute and the Articles of 
Incorporation.

	6.	Before payment of any dividend there may be set aside 
out of the net profits of the corporation such sum or sums as the 
directors, from time to time, in their absolute discretion, think 
proper as a reserve fund to meet contingencies, or for equalizing 
dividends, or for repairing or maintaining any property of the 
corporation, or for such other purpose as the directors shall think 
conducive to the interests of the corporation, and the directors may 
abolish any such reserve in the manner in which it was created.

	7.	The registered holders of shares of the corporation may 
require the corporation to redeem these shares by delivering to the 
corporation, at its designated place of business, a written request 
for redemption in a form satisfactory to the Board of Directors 
together with the certificate for or evidence of ownership of such 
stock, if any, being properly signed and endorsed.  The corporation, 
upon receipt of such request and surrender of such certificate or 
evidence of ownership, shall promptly pay to or upon the order of the 
registered holder thereof the redemption price as hereinafter defined; 
provided, however, that the Board of Directors or any duly authorized 
committee thereof or any officer or officers of the corporation duly 
authorized by such board or committee may defer payment of the 
redemption price for a period not exceeding seven days after receipt 
of such request and surrender of the certificate for evidence of 
ownership. In all cases, shares shall be redeemed at the asset values 
thereof as provided in Article Ten
of these By-Laws.  Furthermore, the Board may designate the custodian 
and transfer agent to act as the agent of the corporation in the 
redemption.


ARTICLE IX - CONTRACTS, LOANS, CHECKS AND DEPOSITS

	1.	The Board of Directors may authorize any officer or 
officers, agent or agents, to enter into any contract or execute and 
deliver any instrument in the name of and on behalf of the 
corporation, and such authority may be general or confined to specific 
instances.

	2.	No loans shall be contracted on behalf of the 
corporation and no evidences of indebtedness shall be issued in its 
name unless authorized by a resolution of the Board of Directors. Such 
authority may be general or confined to specific instances.

	3.	All checks, drafts, or other orders for the payment of 
money, notes, or other evidences of indebtedness issued in the name of 
the corporation shall be signed by such officer or officers, agent or 
agents of the corporation and in such manner as shall from time to 
time be determined by resolution of the Board of Directors.

	4.	All funds of the corporation not otherwise employed 
shall be deposited from time to time to the credit of the corporation 
in such banks, trust companies, or other depositories as the Board of 
Directors may select.

	5.	To the extent permitted by law, the Board of Directors 
may from time to time deposit for safekeeping with one or more banks, 
trust companies, or other financial institutions in the United States 
or elsewhere selected by the board, any securities owned by the 
corporation and not otherwise deposited or pledged as security.  
Securities so deposited may be withdrawn from time to time only by 
such officer of the corporation, together with such additional 
officers and responsible employees, as the Board of Directors may 
designate by resolution for that purpose.


ARTICLE X - NET ASSET VALUE; GROSS ASSETS

	1.	The net asset value of any share of stock of the 
corporation outstanding on any day shall be the proportionate interest 
in the corporation at the close of business on such day and shall be 
determined by or pursuant to the direction of the Board of Directors, 
by dividing:

	(a)	The value of the gross assets at the close of business 
on such day (securities being taken at their market value determined 
as hereinafter provided) less the amount determined by or pursuant to 
the direction of the Board of Directors of all debts, obligations and 
liabilities of the corporation (which debts, obligations and 
liabilities shall include, without limitation of the generality of any 
of the foregoing, any or all debts, obligations, liabilities or 
claims, of any and every kind and nature, fixed, accrued, unmatured or 
contingent, whether for taxes, expenses, contingencies or otherwise) 
but excluding the corporation's liability upon its capital stock and 
surplus; by 

	(b)	The total number of shares of capital stock of the 
corporation outstanding (exclusive of any shares to be issued and any 
shares of treasury stock) as of the close of business on the day of 
such determination.

	In determining, for the purposes of this article, the value of 
gross assets of the corporation as of the close of business on any 
day; 

	(a)	the market value of each security which shall be listed 
or traded in upon a national securities exchange shall be determined 
by the closing sales price on the exchange where primarily traded on 
the date and the time as which assets were valued.  If there were no 
sale of such security on the day of such determination, then the 
security shall be valued at the last current bid price. 

	(b)	An unlisted security for which over-the-counter market 
quotations are readily available is valued on the basis of the last 
current bid price.   

	(c)	The market value of any security, no provision for the 
valuation of which is contained in either (a) or (b) above, shall be 
determined by the best readily available market quotation or if there 
be none then by a method approved or authorized by the Board of 
Directors.

	(d)	Dividends declared but not yet received, or rights, in 
respect of securities which are quoted ex-dividend or ex-rights, shall 
be included at the value thereof as determined by or pursuant to the 
direction of the Board of Directors. 

	(e)	The value of any other assets of the corporation shall 
be determined in such manner and by such person or persons as may be 
approved from time to time by or pursuant to the direction of the  
Board of Directors.

	(f)	If the sales of shares issued by the corporation shall 
at any time be discontinued, the Board of Directors may in its 
discretion, pursuant to resolution, deduct from the value of the 
assets listed in (a), (b), (c), (d) and (e) above, an amount equal to 
the brokerage commissions, transfer taxes, and charges, if any, which 
would be payable on the sale of such securities if they were then 
being sold.


ARTICLE XI - RESTRICTIONS ON INVESTMENTS,
	INDEBTEDNESS, AND LOANS

	1.	The corporation shall be a non-diversified, open-end 
management investment company as defined under the Investment Company 
Act, and it intends to qualify for tax purposes under Subchapter M of 
the Internal Revenue Code of 1954. The following restrictions shall 
apply to the investment of the assets of the corporation:

	(a)	With respect to 50% of its assets, the corporation will 
not at time of purchase invest more than 5% of its gross assets, at 
market value, in the securities of any one issuer (except the 
securities of the United States government).

	(b)	With respect to the other 50% of its assets, the 
corporation will not invest at the time of purchase more than 15% of 
the market value of its total assets in any single issuer.

	(c)	The corporation will not purchase more than 10% of the 
outstanding voting securities of a single issuer.

	(d)	The corporation will not invest more than 25% of its 
assets in any one industry.

	(e)	The corporation will not lend money, provided that for 
purposes of this restriction the acquisition of bonds, debentures, or 
other corporate debt securities and investment in government 
obligations, short-term commercial paper, certificates of deposit and 
bankers' acceptances shall not be deemed to be the making of a loan 
(the acquisition of bonds, debentures, or other corporate debt 
securities which are not publicly distributed is considered to be the 
making of a loan under the Investment Company Act of 1940).

	(f)	The corporation will not purchase securities on margin 
and will not make short sales.

	(g)	The corporation will not buy or sell land, commodities, 
commodity futures contracts, puts and calls, and straddles.

	(h)	The corporation will not underwrite securities, except 
for securities of the corporation, and will not issue senior 
securities.

	(i)	The corporation will not invest for the purposes of 
exercising control or management.  

	(j)	The corporation will not invest more than 5% of its 
total assets in securities of other investment companies or purchase 
more than 3% of any other investment company's securities.  

	(k)	The corporation will not participate in a joint 
investment account.

	(l)	The corporation will not invest in restricted 
securities that must be registered under the Securities Act of 1933, 
as amended, before they may be offered and sold to the public.

	2.	The corporation shall not borrow amounts in excess of 
5% of the gross assets of the corporation taken at cost determined in 
accordance with a good accounting practice, and no borrowing shall be 
undertaken except as a temporary measure or for emergency purposes as 
determined by the Board of Directors.

	3.	The corporation shall not loan any part of its assets 
to its investment adviser, to the corporation's officers or directors, 
or to any officer or director of its investment adviser.

	4.	The investment objective of the Fund is to seek long-
term capital appreciation by investing in equity and fixed income 
securities. 


ARTICLE XII - RESTRICTIONS ON ACTIONS OF
OFFICERS AND DIRECTORS

	The officers and directors of the corporation shall not deal 
for or on behalf of the corporation with themselves as principal or 
agent or with any corporation or partnership in which they have a 
financial interest, except that this paragraph shall not prohibit:

	(1)	officers or directors of the corporation from having a 
financial interest in the corporation or in its investment adviser; or

	(2)	the purchase of securities for the corporation or the 
sale of securities owned by the corporation through a security broker 
or dealer, one or more of whose partners, officers, or directors is an 
officer or director of the corporation, provided that such 
transactions are handled in the capacity of broker only and that 
commissions charged do not exceed customary brokerage charges for such 
service.

	No officer or director of the corporation shall take a long or 
short position in the securities of the corporation, except that this 
paragraph shall not prohibit the purchase from the corporation of its 
shares by officers or directors of the corporation at not less than 
their asset value at the time of purchase provided that such purchases 
are made for investment purposes only.


ARTICLE XIII - MISCELLANEOUS PROVISIONS

		1.	The fiscal year of the corporation shall be the 
calendar year.

	2.	Whenever written notice is required to be given to any 
person, it may be given so such person, either personally or by 
sending a copy thereof through the mail, or by telegram, charges 
prepaid, to his address appearing on the books of the corporation, or 
supplied by him to the corporation for the purpose of notice. If the 
notice is sent by mail or by telegraph, it shall be deemed to have 
been given to the person entitled thereto when deposited in the United 
States mail or with a telegraph office for transmission to 
such person. Such notice shall specify the place, day and hour of the 
meeting and, in the case of a special meeting of shareholders, the 
general nature of the business to be transacted.

	3. Whenever any written notice is required by statute, or by 
the Articles or By-Laws of this corporation, a waiver thereof, in 
writing, signed by the person or persons entitled to such notice, 
whether before or after the time stated therein, shall be deemed 
equivalent to the giving of such notice. Except in the case of a 
special meeting of shareholders, neither the business to be transacted 
at nor the purpose of the meeting need be specified in the waiver of 
notice of such meeting. Attendance of a person, either in person or by 
proxy, at any meeting shall constitute a waiver of notice of such 
meeting, except where a person attends a meeting for the express 
purpose of objecting to the transaction of any business because the 
meeting was not lawfully called or convened.

	4. One or more directors or shareholders may participate in a 
meeting of the Board, or a committee of the Board or of the 
shareholders, by means of conference telephone or similar 
communications equipment by means of which all persons participating 
in the meeting can hear each other.  However, directors will attend in 
person all meetings of the Board dealing with advisory and 
distribution  contracts.

	5. Except as otherwise provided in the Articles or By-Laws of 
this corporation, any action which may be taken at a meeting of the 
shareholders or of a class of shareholders may be taken without a 
meeting, if a consent or consents in writing, setting forth the action 
so taken, shall be signed by all of the shareholders who would be 
entitled to vote at a meeting for such purpose and shall be filed with 
the Secretary of the corporation.

	6.	Any payments made to an officer or employee of the 
corporation such as a salary, commission, bonus, interest, rent, 
travel or entertainment expense incurred by him, which shall be 
disallowed in whole or in part as a deductible expense by the Internal 
Revenue Service, shall be reimbursed by such officer or employee to 
the corporation to the full extent of such disallowance. It shall be 
the duty of the directors, as a Board, to enforce payment of each such 
amount disallowed. In lieu of payment by the officer or employee, 
subject to the determination of the directors, proportionate amounts 
may be withheld from his future compensation payments until the amount 
owed to the corporation has been recovered.


ARTICLE XIV - ANNUAL STATEMENT

	1.	The President and Board of Directors shall present at 
each annual meeting a full and complete statement of the business and 
affairs of the corporation for the preceding year. Such statement 
shall be prepared and presented in whatever manner the Board of 
Directors shall deem advisable and need not be verified by a certified 
public accountant.


ARTICLE XV - AMENDMENTS

	1.	These By-Laws may be amended or repealed by the vote of 
shareholders entitled to cast at least a majority of the votes which 
all shareholders are entitled to cast thereon, at any regular or 
special meeting of the shareholders, duly convened after notice to the 
shareholders of that purpose.


ARTICLE XVI

	No director or officer of the corporation shall be indemnified 
from any judgment, verdict or settlement resulting from liability to 
the corporation or its shareholders by reason of willful misfeasance, 
bad faith, gross negligence or reckless disregard of the duties 
involved in the conduct of his office. The corporation will advance to 
any director or officer money to pay attorneys' fees and other 
expenses incurred in defending a proceeding. The money will be 
advanced as an interest free loan. The director or officer receiving 
said money will agree to be personally liable for said loan and to 
repay if it is ultimately determined that said director or officer is 
not entitled to indemnification.

	The following items will be those used to determine if a 
director or officer is entitled to indemnification;

	1) a final decision on the merits by a court or other body 
before whom the proceeding was brought that the director or officer to 
be indemnified is not liable or is liable only as a result of ordinary 
negligence; or

	2) a reasonable determination, based upon a review of the 
facts, by independent legal counsel in a written opinion, that the 
director or officer to be indemnified was not liable by reason of 
willful misfeasance, bad faith, gross negligence, or reckless 
disregard of the duties involved in the conduct of his office.



6