EXHIBIT 3.2

                                    BYLAWS OF

                          KEYSTONE HERITAGE GROUP, INC.

                              Lebanon, Pennsylvania
                                                                    May 24, 1982
                                    Section 1

                               CORPORATION OFFICE

1.1     The Corporation shall have and continuously maintain a registered office
        in  Pennsylvania at an address to be designated from time to time by the
        Board of Directors  which may, but need not, be the same as its place of
        business. The Corporation may also have offices at any such other places
        as the  Board  of  Directors  may  from  time to time  designate  or the
        business of the Corporation may require.


                                    Section 2

                           MEETING OF THE SHAREHOLDERS

2.1     The regular annual meeting of the  shareholders of this  Corporation for
        the election of directors and for the transaction of such other business
        as  properly  may come  before  the  meeting,  shall be held at its main
        office or any other  convenient  place duly  authorized  by the Board of
        Directors  on the  fourth  Tuesday  of  March of each  year.  If no such
        election is held on that day, it may be held at any regular  adjournment
        of that  meeting  or at a  subsequent  special  meeting  called for that
        purpose.

        Amendment: December 10, 1991
        The regular annual meeting of the  shareholders of this  Corporation for
        the election of directors and for the  transaction  of other business as
        properly may come before the  meeting,  shall be held at its main office
        or any other  convenient place duly authorized by the Board of Directors
        on the second Tuesday of April of each year. If no such election is held
        on that day, it may be held at any regular  adjournment  of that meeting
        or at a subsequent special meeting called for that purpose.

        Amendment:  January 25, 1994
        The regular annual meeting of the  shareholders of this  Corporation for
        the election of directors and for the  transaction  of other business as
        properly may come before the  meeting,  shall be held at its main office
        or any other  convenient place duly authorized by the Board of Directors
        on the third  Tuesday of April of each year. If no such election is held
        on that day, it may be held at any regular  adjournment  of that meeting
        or at a subsequent special meeting called for that purpose.


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2.2     Special  meetings of the  shareholders  may be called at any time by the
        Chairman of the Board, if any, the President, a majority of the Board of
        Directors  or its  Executive  Committee,  if any,  or by  three  or more
        shareholders  owning,  in aggregate,  not less than ten percent (10%) of
        the stock of this  Corporation.  If such  request  is  addressed  to the
        Secretary,  it shall be signed by the persons  making the same and shall
        state the purpose or purposes of the proposed  meeting.  Upon receipt of
        any  such  request,  it shall  be the  duty of the  Secretary  to call a
        special meeting of the  shareholders to be held at a time, not less than
        ten or more than sixty days thereafter, as the Secretary may fix. If the
        Secretary  shall  neglect or refuse to issue such call  within five days
        from the  receipt of such  request,  the  person or  persons  making the
        request may issue the call.

2.3     Written  notice  of  all  meetings  other  than  adjourned  meetings  of
        shareholders  stating  the  place,  date  and  hour,  and in the case of
        special  meetings of the  shareholders,  the purpose  thereof,  shall be
        served  upon,  or  mailed,  postage  prepaid,  or  telegraphed,  charges
        prepaid, at least ten days before such meeting,  unless a greater period
        of notice is required by statute, the Articles of Incorporation or these
        Bylaws  to each  shareholder  entitled  to vote at the  meeting  at such
        address as appears on the stock transfer books of the Corporation.

                                    Section 3

                             VOTING BY SHAREHOLDERS

3.1     Shareholders may vote at any meeting of the shareholders by proxies duly
        authorized in writing,  but no director,  officer,  employee or attorney
        for this Corporation shall act as proxy. Proxies 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 records of
        the meeting.

3.2     Except as may  otherwise  be provided  by statute or by the  Articles of
        Incorporation,  at every shareholders' meeting each shareholder entitled
        to vote shall have the right to one vote for every share  having  voting
        power standing in his name on the books of the Corporation on the record
        date fixed for the  meeting.  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 purposes of considering such matter, and, unless
        otherwise  provided by statute,  the acts of such shareholders at a duly
        organized meeting shall be the acts of all the shareholders.  A majority
        of votes cast shall decide each matter  submitted to the shareholders at
        any meeting  except in cases where by statute,  pursuant to the Articles
        of  Incorporation  or other  provisions of these Bylaws a larger vote is
        required.  Cumulative  voting rights shall not exist with respect to the
        election of directors or for any other matter.

3.3     In the case of any meeting of the  shareholders,  a record shall be made
        showing the names of the  shareholders  present and the number of shares
        of stock held by each, the

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        names of shareholders represented by proxy and the number of shares held
        by each,  and the names of the proxies.  This record also shall show the
        number of shares  voted on each action  taken,  including  the number of
        shares  voted for each  candidate  for  director.  This record  shall be
        included in the minute book of the Corporation.

                                    Section 4

                                    DIRECTORS

4.1     The Board of Directors shall consist of not less than five nor more than
        twenty-five   shareholders.   The  directors  to  be  elected  shall  be
        determined at the annual  meeting of  shareholders  by a majority of the
        votes  cast by the  shareholders  in  person or by proxy or by a similar
        vote at any special  meeting  called for that  purpose,  upon due notice
        having been given according to law.

4.2     The directors of the Corporation shall be classified into three classes,
        each class to be  elected  for a term of three  years.  The terms of the
        respective  classes shall expire in successive  years except as provided
        in the following  paragraph.  Within the foregoing limits,  the Board of
        Directors  may from time to time fix the numbers of directors  and their
        respective  classifications.  The directors  shall be natural persons of
        full age and shall be  required  to own at least one  hundred  shares of
        common stock of the Corporation.

        Amended September 24, 1985
        Effective at the annual meeting in 1991, no director shall be elected or
        continue to serve as director who has  attained  the age of  seventy-two
        (72)  at the  time of  that  annual  meeting  or any  subsequent  annual
        meeting.

4.3     At the 1983  annual  meeting of  shareholders  of the  Corporation,  the
        shareholders  shall elect  fifteen  directors  as follows:  five Class A
        directors to serve until the 1984 annual meeting of  shareholders,  five
        Class  B  directors   to  serve   until  the  1985  annual   meeting  of
        shareholders,  and five Class C directors to serve until the 1986 annual
        meeting  of  shareholders.  Each  class  shall be  elected in a separate
        election. At each annual meeting of shareholders thereafter,  successors
        to the class of directors  whose term shall then expire shall be elected
        to hold  office for a term of three  years so that the term of office of
        one class of directors shall expire in each year.

4.4     Any  vacancies  occurring in the Board of  Directors  shall be filled by
        appointment  by a majority of the remaining  directors.  Any director so
        appointed  shall hold office until the  expiration of the term of office
        of the class of directors to which he was appointed.  Nominations to the
        Board of Directors other than those made by or on behalf of the existing
        management  of the  Corporation  shall be made in  writing  and shall be
        delivered or mailed to the  Secretary of the  Corporation  not less than
        forty-five  days  prior to any  meeting of  stockholders  called for the
        election of directors. Nominations not made in

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<PAGE>

        accordance herewith shall be disregarded by the Chairman of the meeting,
        and the vote tellers shall disregard all votes cast for such nominee.

4.5     Following  the  annual  meeting of the  shareholders,  the  Chairman  or
        Secretary of the meeting shall promptly notify the directors  elected of
        their  election  and they  shall meet for the  purpose  of taking  their
        oaths, organizing the new Board, appointing officers and fixing salaries
        for the  ensuing  year,  and for  transacting  such  other  business  as
        properly may come before the meeting.

4.6     The regular meetings of the Board of Directors shall be held at the main
        office of the Corporation or any other  convenient place duly authorized
        by the Board of  Directors,  at such time as a majority of the directors
        may from time to time designate.

Amendment:  December 26, 1995

4.7     Special  meetings  of the  Board of  Directors  shall be  called  by the
        Chairman of the Board, if any, the President of the Corporation or shall
        be called at the request of three or more directors.  Each member of the
        Board of Directors  shall be given five days notice stating the time and
        place, by telegram,  letter, or in person, of each such special meeting,
        except the organization meeting following the election of directors.

4.8     A majority of the members of the Board of Directors  shall  constitute a
        quorum for the  transaction  of business.  If, at the time fixed for the
        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.

Amendment: December 26, 1995

4.9     Except as  otherwise  provided  herein,  a majority  of those  directors
        participating and voting at any meeting of the Board of Directors, shall
        decide  each  matter  considered.  A  director  cannot  vote by proxy or
        otherwise act by proxy at a meeting of the Board of Directors.

Amendment: March 22, 1988:

4.10    Personal  Liability of Directors - A director of this Corporation  shall
        not be  personally  liable for  monetary  damages as such for any action
        taken, or any failure to take any action, unless:

        a.      The director has breached or failed to perform the duties of his
                or her  office  in good  faith,  in a manner  in which he or she
                reasonably   believes  to  be  in  the  best   interest  of  the
                Corporation,  and with such care,  including reasonable inquiry,
                skill and diligence,  as a person of ordinary prudence would use
                under similar

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                circumstances; and

        b.      The  breach or  failure  to  perform  constitutes  self-dealing,
                willful misconduct or recklessness.

        The provisions of this Section shall not apply to the  responsibility or
        liability  of a  director  pursuant  to  any  criminal  statute;  or the
        liability  of a director  for the  payment of local,  state,  or federal
        taxes.

                                    Section 5

                             OFFICERS AND EMPLOYEES

5.1     The officers of this Corporation shall be a President,  one or more Vice
        Presidents,  a Treasurer, a Secretary, and such other officers with such
        duties as may be determined by the Board of Directors. The President and
        at least one of the Vice  Presidents  shall be  members  of the Board of
        Directors.  The President  shall be the Chairman of the Board unless the
        Board appoints some other director to act in that capacity. All officers
        shall be appointed by the Board of Directors.

5.2     The President of the Corporation shall be the Chief Executive Officer of
        the  Corporation  and shall be an ex officio member of all committees of
        the Corporation.

5.3     Each Vice President shall have such powers and duties as may be assigned
        to him by the Board of Directors. One of the Vice Presidents,  who shall
        be a member of the Board of  Directors,  shall perform the duties of the
        President in his absence or his inability to act.

5.4     The Treasurer of the Corporation shall be responsible for all assets and
        documents of this  Corporation  and shall keep proper records of all the
        transactions of this Corporation.

5.5     The Secretary of the  Corporation  shall be  responsible  for the minute
        book of the  Corporation  in which he shall  maintain  and  preserve the
        organization  papers of the Corporation,  the Articles of Incorporation,
        the returns of elections,  the Bylaws,  the  proceedings  of regular and
        special meetings of the Board of Directors and of the shareholders,  and
        the reports of the committees of the Board of Directors.  The minutes of
        each meeting  shall be signed by the  presiding  officer and attested by
        the Secretary.

5.6     Each assistant  officer shall assist in the performance of the duties of
        the officer to whom he is assistant and shall perform such duties in the
        absence of the officer.  He shall perform such additional  duties as the
        Board of Directors, the President or the officer to whom he is assistant
        may from  time to time  assign  him.  Such  officers  may be given  such
        functional  titles as the  Board of  Directors  shall  from time to time
        determine.


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<PAGE>

                                    Section 6

              INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES

6.1     The  Corporation  shall  indemnify each person who is or was a director,
        officer,  or employee of the  Corporation  against any and all liability
        and reasonable expense that may be incurred by him in connection with or
        resulting from any claim, action, suit or proceeding (whether brought by
        or in the right of the Corporation), civil or criminal, or in connection
        with an appeal relating thereto,  in which he may become involved,  as a
        party or  otherwise,  by reason of his being or having  been a director,
        officer,  or  employee of the  Corporation,  or by reason of any past or
        future  action  taken or not  taken in his  capacity  as such  director,
        officer, or employee, whether or not he continues to be such at the time
        such  liability or expense is incurred,  provided such person acted,  in
        good faith,  in what he reasonably  believed to be the best interests of
        the Corporation, and, in addition, in any criminal action or proceeding,
        had no  reasonable  cause to believe that his conduct was  unlawful.  As
        used in this Section, the terms "liability" and "expense" shall include,
        but shall not be limited to, counsel fees and  disbursements and amounts
        of  judgements,  fines,  or  penalties  against,  any  amounts  paid  in
        settlement by a director,  officer,  or employee other than amounts paid
        to the  Corporation.  The  termination  of any claim,  action,  suit, or
        proceeding, civil or criminal, by judgement, settlement (whether with or
        without  court  approval) or  conviction  or upon a plea of guilty or of
        nolo contendere, or its equivalent,  shall not create a presumption that
        a director,  officer,  or employee did not meet the standards of conduct
        set forth in the first  sentence  of this  Section,  except  where there
        shall  have been a  judgement  rendered  specifically  finding  that the
        action or conduct of such  director,  officer,  or employee  constituted
        negligence  or  misconduct.  Any such  director,  officer,  or  employee
        referred  to in this  Section  who has been  wholly  successful,  on the
        merits  or  otherwise,  with  respect  to any  claim,  action,  suit  or
        proceeding  of the  character  described  herein  shall be  entitled  to
        indemnification  as of  right.  Except  as  provided  in  the  preceding
        sentence, any indemnification  hereunder shall be made at the discretion
        of the  Corporation,  but  only if (1) the  Board,  acting  by a  quorum
        consisting  of directors who are not parties to (or who have been wholly
        successful  with respect to) such claim,  action,  suit, or  proceeding,
        shall find that the director, officer, or employee has met the standards
        of  conduct  set forth in the first  sentence  of this  Section,  or (2)
        independent  legal  counsel  (who  may be the  regular  counsel  for the
        Corporation)  shall  deliver to it their  written  advice that, in their
        opinion,  such director,  officer,  or employee has met such  standards.
        Expenses  incurred  with  respect  to any such  claim,  action,  suit or
        proceeding  may  be  advanced  by the  Corporation  prior  to the  final
        disposition  thereof upon receipt of an  undertaking  by or on behalf of
        the  recipient  to repay  such  amount  unless  it shall  ultimately  be
        determined  that he is entitled to  indemnification  under this Section.
        The  rights of  indemnification  provided  in this  Section  shall be in
        addition to any rights to which any person  concerned  may  otherwise be
        entitled  by  contract  or as a matter of law,  and  shall  inure to the
        benefit of the heirs, executors and administrators of any such person.


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<PAGE>

6.2     The  Corporation  may,  upon the  affirmative  vote of a majority of its
        Board of Directors,  purchase  insurance for the purpose of indemnifying
        its  directors,  officers,  and other  employees to the extent that such
        indemnification  is allowed in the preceding  paragraph.  Such insurance
        may,  but need not, be for the benefit of all  directors,  officers,  or
        employees.


                                    Section 7

                                   COMMITTEES

7.1     There shall be a standing  committee of this  Corporation,  appointed by
        the Board,  to be known as the  Executive  Committee,  consisting of the
        President, the Chairman of the Board, if any, and one or more members of
        the Board of  Directors of the  Corporation  as may from time to time be
        designated by the Board of Directors, each to serve a twelve-month term.
        This  committee  shall  have  power to  direct  and  transact  all other
        business of the  Corporation  which properly might come before the Board
        of Directors  except such as the Board only,  by law, is  authorized  to
        perform.  The  Executive  Committee  shall  report  its  actions at each
        regular  meeting  of the  Board of  Directors  which  shall  approve  or
        disapprove  the  report  and record  such  action in the  minutes of the
        meeting.  The Executive  Committee shall be limited in its powers by the
        Board of Directors. A majority of the members of the Executive Committee
        shall  constitute  a quorum and the vote of a majority of those  present
        shall be required to act. The Board of Directors may appoint,  from time
        to time,  other  temporary  committees,  for such purposes and with such
        powers as the Board may determine.



                                    Section 8

                                      SEAL

8.1     The  following  is an  impression  of the Seal  adopted  by the Board of
        Directors of this Corporation.





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8.2     The President,  each Vice  President,  Treasurer,  Secretary,  Assistant
        Treasurer  or  Assistant  Secretary  shall have  authority  to affix the
        Corporate Seal of this Corporation and to attest the same.


                                    Section 9

                                 SHARES OF STOCK

9.1     The  share  certificates  of  the  Corporation  shall  be  numbered  and
        registered in a share  register as they are issued;  shall bear the name
        of the  registered  holder,  the number and class of shares  represented
        thereby, the par value of each share or a statement that such shares are
        without par value,  as the case may be; shall be signed by the President
        or a Vice President, and the Secretary or Treasurer, or any other person
        properly  authorized  by the  Board of  Directors;  and  shall  bear the
        corporate seal, which seal may be a facsimile engraved or printed. Where
        the  certificate  is  signed by a  transfer  agent or a  registrar,  the
        signature  of  any  corporate  officer  on  such  certificate  may  be a
        facsimile  engraved or printed.  In case any officer who has signed,  or
        whose  facsimile  signature has been placed upon, any share  certificate
        shall have ceased to be such officer  because of death,  resignation  or
        otherwise,  before the  certificate  is issued,  it may be issued by the
        Corporation  with the same effect as if the officer had not ceased to be
        such at the date of its issue.

9.2     Upon  the  surrender  to the  Corporation  of a share  certificate  duly
        endorsed by the person named in the certificate,  or by an attorney duly
        appointed  in  writing,  and  accompanied,  where  necessary,  by proper
        evidence of  succession,  assignment  or authority  to  transfer,  a new
        certificate  shall be  issued  to the  person  entitled  thereto,  a new
        certificate  shall be issued to the person entitled  thereto and the old
        certificate  canceled and the transfer  recorded upon the share register
        of the  Corporation.  No transfer  shall be made  inconsistent  with the
        provisions of Article 8 of the Pennsylvania  Uniform  Commercial Code as
        presently existing or hereafter amended.

9.3     Where a  shareholder  of the  Corporation  alleges the loss,  theft,  or
        destruction of one or more  certificates  for shares of the  Corporation
        and  requests the issuance of a  substitute  certificate  therefor,  the
        Board of Directors or its designate may direct a new  certificate of the
        same tenor and for the same number of shares to be issued to such person
        upon such person's  making of an affidavit in form  satisfactory  to the
        Board of  Directors  setting  forth the facts in  connection  therewith,
        provided that prior to the receipt of such request the Corporation shall
        not have either  registered a transfer of such  certificate  or received
        notice that such certificate has been acquired by a bona fide purchaser.
        When authorizing such issue of a new certificate, the Board of Directors
        may, in its  discretion  and as a condition  precedent  to the  issuance
        thereof,   require  the  owner  of  such  lost,   stolen  or   destroyed
        certificate, or his heirs or legal representatives,  as the case may be,
        to advertise the same in such manner as it shall require  and/or to give
        the Corporation

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<PAGE>

        a bond in such form and sum and with surety or  sureties,  with fixed or
        open penalty,  as shall be  satisfactory  to the Board of Directors,  as
        indemnity  for any  liability  or expense that it may incur by reason of
        the original certificate remaining outstanding.


                                   Section 10

                                   EMERGENCIES

10.1    In the event of an  emergency  declared by the  President  of the United
        States  or  the  person  performing  his  functions,  the  officers  and
        employees of this  Corporation  will  continue to conduct the affairs of
        the  Corporation  under  such  guidance  from  the  Directors  as may be
        available  except  as to  matters  which  by  statute  require  specific
        approval of the Board of Directors and subject to  conformance  with any
        governmental directives during the emergency.


                                   Section 11

                                CHANGE IN BYLAWS

11.1    These Bylaws may be altered, amended or repealed by the affirmative vote
        of the holders of 75% of the  outstanding  shares of common stock at any
        regular or special meeting duly convened after notice to the shareholder
        of the  purpose,  or by a majority  vote of the  members of the Board of
        Directors  at any regular  meeting  duly  convened  after  notice to the
        directors of the purpose, subject always to the power of shareholders to
        change such action of the Board of Directors by affirmative  vote of the
        holders of 75% of the outstanding shares of common stock.