EXHIBIT 3(ii)

                                     BYLAWS
                                       OF
                              COMMUNITY BANKS, INC.
                              Amended and Restated
                                February 11, 2003


                                    ARTICLE 1
                               CORPORATION OFFICE

               Section 1.1 The Corporation shall have and continuously  maintain
in Pennsylvania a registered office, which may, but need not, be the same as its
place of business  and at an address to be  designated  from time to time by the
Board of Directors.

               Section 1.2 The  Corporation  may also have offices at such other
places as the Board of Directors may from time to time designate or the business
of the Corporation may require.

                                    ARTICLE 2
                              SHAREHOLDERS' MEETING

               Section  2.1 All  meetings of the  shareholders  shall be held at
such place or places within or without the  Commonwealth  of Pennsylvania as may
be fixed from time to time by the Board of Directors.

               Section  2.2  The  Annual  Meeting  of the  Shareholders  for the
election of directors and the transaction of such other business as may properly
come  before the  meeting  shall be held at such time as the Board of  Directors
shall fix. Any business which is a proper subject for shareholder  action may be
transacted  at the annual  meeting,  irrespective  of whether the notice of said
meeting  contains  any  reference  thereto,  except  as  otherwise  provided  by
applicable law.

               Section 2.3 Special meetings of the shareholders may be called at
any time by the President, the Chairman of the Board, a majority of the Board of
Directors or by  shareholders  entitled to cast at least  one-third of the votes
which all shareholders are entitled to cast at any particular  meeting.  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 nor
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.
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               Section 2.4 Written  notice of all meetings  other than adjourned
meetings  of  shareholders,  stating the place,  date and hour,  and, in case of
special meetings of shareholders,  the purpose thereof, shall be served upon, or
mailed, postage prepaid, or telegraphed, charges prepaid, at least ten (10) days
before such meeting, unless a greater period of notice is required by statute or
by these Bylaws, to each shareholder entitled to vote thereat at such address as
appears on the transfer books of the Company.

               Section  2.5 Notice of any  proposal by a  shareholder  which the
shareholder desires to submit for a vote at the Company's annual meeting must be
submitted to the  Company's  secretary at the  Company's  registered  address no
later  than  120  calendar  days  prior  to the  anniversary  of the date of the
Company's  proxy  materials  released to  shareholders  for the previous  year's
annual  meeting.  The notice must include the name and residence  address of the
notifying  shareholder,  the  number  of  shares  of the  Company  owned  by the
notifying  shareholder,  and a  description  of the  basis for the  proposal.  A
proposal not  submitted in the manner or within the time  provided  herein shall
not be included on the agenda for the annual  meeting and shall not be deemed to
have been submitted on a timely basis.

                                    ARTICLE 3
                             QUORUM OF SHAREHOLDERS

               Section 3.1 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 the
shareholders.  If,  however,  any meeting of  shareholders  cannot be  organized
because of lack of a quorum, those present in person, or by proxy shall have the
power,  except as otherwise provided by statute,  to adjourn the meeting to such
time and place as they may determine,  without notice other than an announcement
at the meeting, until the requisite number of shareholders for a quorum shall be
present in person or by proxy except that in the case of any meeting  called for
the  election of directors  such  meeting may be adjourned  only for periods not
exceeding  15 days as the holders of a majority of the shares  present in person
or by proxy  shall  direct,  and 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.  At any  adjourned  meeting at which a
quorum shall be present or represented by proxy,  any business may be transacted
which might have been  transacted  at the original  meeting if a quorum had been
present.  The  shareholders  present  in person or by proxy at a duly  organized
meeting can  continue  to do business  until  adjournment,  notwithstanding  the
withdrawal of enough shareholders to leave less than a quorum.

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                                    ARTICLE 4
                                  VOTING RIGHTS

               Section 4.1 Except as may be otherwise  provided by statute or by
the Articles of Incorporation,  at every shareholders meeting, every shareholder
entitled to vote thereat 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.  No share  shall be voted at any  meeting  if any
installment is due and unpaid thereon.

               Section  4.2 When a quorum is  present at any  meeting  the voice
vote of the holders of a majority of the stock having voting  power,  present in
person or by proxy shall decide any questions brought before such meeting except
as provided differently by statute or by the Articles of Incorporation.

               Section 4.3 Upon demand made by a shareholder entitled to vote at
any election for directors  before the voting  begins,  the election shall be by
ballot.

                                    ARTICLE 5
                                     PROXIES

               Section  5.1 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  shareholder or 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 (11) 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  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.

                                    ARTICLE 6
                                   RECORD DATE

               Section 6.1 The Board of  Directors  may fix a time not more than
ninety (90) 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
shares will be made or go into effect, as a record date for the determination of
the  shareholders  entitled to notice of, and 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 of 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.  If no record  date is fixed by the
Board of Directors for the  determination  of  shareholders  entitled to receive
notice of, and vote at, a shareholders meeting,  transferees of shares which are
transferred on the books of the Corporation  within ten (10) days next preceding
the date of such  meeting  shall not be entitled to notice of or to vote at such
meeting.



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                                    ARTICLE 7
                               JUDGES OF ELECTION

               Section 7.1 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 are 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 the 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.  No person
who is a candidate for office shall act as a judge. The judges of election shall
be all such acts as may be proper to  conduct  the  election  or vote,  and such
other duties as may be prescribed by statute, with fairness to all shareholders,
and if requested by the Chairman of the meeting or any shareholder or his proxy,
shall  make a written  report of any  matter  determined  by them and  execute a
certificate  of any fact found by them.  If there are three  judges of election,
the decision,  act or certificate  of a majority  shall be the decision,  act or
certificate of all.

                                    ARTICLE 8
                                    DIRECTORS

               Section 8.1 Any  shareholder  who intends to nominate or to cause
to have  nominated any  candidate for election to the Board of Directors  (other
than  any  candidate  proposed  by the  Corporation's  then  existing  Board  of
Directors)  shall so notify the Secretary of the Corporation in writing not less
than  forty-five  (45) days  prior to the date of any  meeting  of  shareholders
called for the  election  of  directors.  Such  notification  shall  contain the
following information to the extent known by the notifying shareholder:

               (a)  The name and address of each proposed nominee;

               (b)  The age of each proposed nominee;

               (c)  The principal occupation of each proposed nominee;

               (d)  The  number  of  shares  of the  Corporation  owned  by each
                    proposed nominee;

               (e)  The  total  number of shares  that to the  knowledge  of the
                    notifying  shareholder  will  be  voted  for  each  proposed
                    nominee;

               (f)  The name and residence address of the notifying shareholder;
                    and

               (g)  The  number  of  shares  of  the  Corporation  owned  by the
                    notifying shareholder.

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               Any  nomination  for  director not made in  accordance  with this
Section shall be disregarded by the chairman of the meeting,  and votes cast for
each such nominee shall be disregarded  by the judges of election.  In the event
that the same person is nominated by more than one shareholder,  if at least one
nomination for such person complies with this Section,  the nomination  shall be
honored and all votes cast for such nominee shall be counted.

               Section  8.2 No  person  shall be  eligible  to be  elected  as a
director if he or she shall have  attained  the age of  seventy-five  (75) on or
prior to the date of his or her election.  Any director of this  corporation who
attains the age of seventy-five  (75) shall cease to be a director  (without any
action on his or her part) at the close of business on the day prior to the date
of  the  next  shareholders'  meeting  at  which  directors  are  to be  elected
regardless of whether or not his term as director would otherwise expire at such
shareholders' meeting. Provided however, the foregoing age limitations shall not
apply to those  individuals  nominated as a director of the corporation who were
serving as directors of the Upper Dauphin National Bank in 1968.

               Section 8.3 The number of  directors  that shall  constitute  the
whole  Board  of  Directors  shall  be not less  than  five  (5) nor  more  than
twenty-five  (25). The Board of Directors  shall be classified into four classes
as nearly  equal in number as  possible,  each class to be elected for a term of
four (4) years.  The terms of the respective  classes shall expire in successive
years as provided in Section 8.4 hereof.  Within the foregoing limits, the Board
of  Directors  may from  time to time fix the  number  of  directors  and  their
respective  classifications.  The Directors shall be natural persons of full age
and need not be residents of Pennsylvania or shareholders of the Corporation.

               Section 8.4 At the 1987  Annual  meeting of  Shareholders  of the
Corporation,  the  shareholders  shall elect sixteen (16)  directors as follows:
four  (4)  Class  A  directors  to  serve  until  the  1988  Annual  Meeting  of
Shareholders,  four (4) Class B directors to serve until the 1989 Annual Meeting
of  Shareholders,  four (4) Class C  directors  to serve  until the 1990  Annual
Meeting of Shareholders,  and four (4) Class D directors to serve until the 1991
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 four  (4)  years,  so that  the  term of  office  of one  class of
directors shall expire in each year.

               Section 8.5 The Board of Directors may declare  vacant the office
of a  director  if he is  declared  of  unsound  mind by an  order  of  court or
convicted  of felony or for any other  proper  cause of or,  within  thirty days
after notice of election, he does not accept such office either in writing or by
attending a meeting of the Board of Directors.


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                                    ARTICLE 9
                         VACANCIES ON BOARD OF DIRECTORS

               Section  9.1  Vacancies  on the  Board  of  Directors,  including
vacancies resulting from an increase in the number of directors, shall be filled
by a majority  vote of the remaining  members of the Board of Directors,  though
less than a quorum,  and each person so appointed  shall be a director until the
expiration of the present term of office of the directors.

                                   ARTICLE 10
                          POWERS OF BOARD OF DIRECTORS

               Section 10.1 The business and affairs of the Corporation shall be
managed by its Board of  Directors,  which 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 of  Incorporation  or by these  Bylaws  directed or required to be
exercised and done by the shareholders.

               Section  10.2 The  Board of  Directors  shall  have the power and
authority to appoint an Executive  Committee and such other committees as may be
deemed  necessary by the Board of Directors for the  efficient  operation of the
Corporation. The Executive Committee shall consist of the Chairman of the Board,
if any,  the  President  and a  minimum  of six  other  directors  (which  other
directors shall not be employees of the Corporation or any of its subsidiaries).
The Executive  Committee shall meet at such time as may be fixed by the Board of
Directors,  or upon  call of the  Chairman  of the  Board  or the  President.  A
majority of members of the Executive  Committee shall  constitute a quorum.  The
Executive  Committee  shall  have and  exercise  the  authority  of the Board of
Directors in the intervals between the meetings of the Board of Directors as far
as may be permitted by law.

                                   ARTICLE 11
                       MEETINGS OF THE BOARD OF DIRECTORS

               Section  11.1 An  organization  meeting  may be held  immediately
following the annual shareholders meeting without the necessity of notice to the
directors to constitute a legally convened meeting, or the directors may meet at
such  time and  place as may be fixed by  either a notice or waiver of notice or
consent signed by all of such directors.

               Section 11.2 Regular  meetings of the Board of Directors shall be
held at such time and in such place  consistent with applicable law as the Board
of Directors shall, from time to time,  designate or as may be designated in any
notice from the Chairman or President called the meeting.

               Section  11.3 Special  meetings of the Board of Directors  may be
called by the Chairman of the Board or the President on one day's notice to each
director, either personally or by mail, telegram, or telephone; special meetings
shall be called by the Chairman of the Board or the President in like manner and
on like notice upon the written request of three directors.

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               Section  11.4  At all  meetings  of the  Board  of  Directors,  a
majority of the  directors  shall  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, except as
may  be  otherwise  specifically  provided  by  statute  or by the  Articles  of
Incorporation  or by these  Bylaws.  If a quorum  shall  not be  present  at any
meeting of the  directors,  the  directors  present may adjourn the meeting from
time to time,  without  notice other than  announcement  at the meeting  until a
quorum shall be present or as permitted herein.

                                    ARTICE 12
                            COMPENSATION OF DIRECTORS

               Section 12.1 No director shall be entitled to any salary as such;
but the Board of Directors may fix,  from time to time, a reasonable  annual fee
for acting as a director and a reasonable  fee to be paid each  director for his
or her  services in  attending  meetings of the Board or meetings of  committees
appointed by the Board.  The  Corporation  may reimburse  directors for expenses
related to their duties as a member of the Board.

                                   ARTICLE 13
                                    OFFICERS

               Section 13.1 The officers of the Corporation  shall be elected by
the Board of Directors at its organization  meeting and shall be a President,  a
Secretary,  and a Treasurer.  At its option,  the Board of Directors may elect a
Chairman of the Board.  The Board of  Directors  may also elect one or more Vice
Presidents  and such other  officers  and  appoint  such agents as it shall deem
necessary,  who shall hold their offices for such terms, have such authority and
perform  such  duties  as may from  time to time be  prescribed  by the Board of
Directors. Any two or more offices may be held by the same person.

               Section 13.2 The  compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

               Section  13.3 The Board of  Directors  may remove any  officer or
agent elected or appointed, at any time and within the period, if any, for which
such person was elected or employed whenever in the Board of Directors' judgment
it is in the best interests of the Corporation, and all persons shall be elected
and  employed  subject to the  provisions  hereof.  If the office of any officer
becomes  vacant  for any  reason,  the  vacancy  shall be filled by the Board of
Directors.



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                                   ARTICLE 14
                            THE CHAIRMAN OF THE BOARD

               Section  14.1 The  Chairman  of the Board  shall  preside  at all
meetings of the shareholders and directors.  He shall supervise the carrying out
of the  policies  adopted or approved by the Board of  Directors.  He shall have
general  executive  powers,  as well as the  specific  powers  conferred  by the
Bylaws.  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.

                                   ARTICLE 15
                                  THE PRESIDENT

               Section 15.1 The President shall be the chief  executive  officer
of the Corporation;  shall have general and active management of the business of
the  Corporation;  shall see that all  orders  and  resolutions  of the Board of
Directors are put into effect,  subject,  however,  to the right of the Board of
Directors  to delegate  any  specific  powers,  except such as may be by statute
exclusively conferred on the President,  to any other officer or officers of the
Corporation; shall execute bonds, mortgages and other contracts requiring a seal
under the seal of the Corporation,  except where required or permitted by law to
be otherwise  signed and  executed  and except  where the signing and  execution
thereof  shall be  expressly  delegated  by the Board of Directors to some other
officer  or  agent of the  Corporation.  In the  absence  or  incapacity  of the
Chairman  of  the  Board,  the  President  shall  preside  at  meetings  of  the
shareholders  and the  directors.  If there is no  Chairman  of the  Board,  the
President  shall have and  exercise  all  powers  conferred  by these  Bylaws or
otherwise on the Chairman of the Board.

                                   ARTICLE 16
                               THE VICE PRESIDENT

               Section  16.1 The Vice  President  or, if more than one, the Vice
Presidents  in the order  established  by the Board of Directors  shall,  in the
absence or incapacity of the President,  exercise all the powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have such
other authority and perform such other duties as may be provided in these Bylaws
or as shall be determined by the Board of Directors or the  President.  Any Vice
President  may, in the  discretion of the Board of  Directors,  be designated as
"executive", "senior", or by departmental or functional classification.


                                   ARTICLE 17
                                  THE SECRETARY

               Section 17.1 The Secretary shall attend all meetings of the Board
of Directors and of the shareholders and keep accurate records thereof in one or
more minute books kept for that purpose and shall perform the duties customarily
performed  by the  secretary  of a  corporation  and such other duties as may be
assigned to him by the Board of Directors or the President.

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                                   ARTICLE 18
                                  THE TREASURER

               Section  18.1  The  Treasurer  shall  have  the  custody  of  the
corporate  funds and  securities;  shall  keep  full and  accurate  accounts  of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
perform such other duties as may be assigned to him by the Board of Directors or
the President.  He shall give bond in such sum and with such surety as the Board
of Directors may from time to time direct.

                                   ARTICLE 19
                               ASSISTANT OFFICERS

               Section  19.1  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  title as the Board of Directors  shall from time to time
determine.

                                   ARTICLE 20
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section  20.1  The  Corporation  shall  indemnify  any  director,
officer and/or employee,  or any former director,  officer and/or employee,  who
was or is a party to, or is  threatened  to be made a party to, or who is called
as a witness in connection  with any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  Corporation)  by reason of the
fact that such  person is or was a  director,  officer  and/or  employee  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  employee  or  agent of  another  bank,  partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he  reasonably  believed  to be in, or not opposed
to, the best  interests  of the  Corporation,  and with  respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not of itself  create a  presumption  that the  person did not act in good
faith and in a manner which he reasonably  believed to be in, or not opposed to,
the best interests of the Corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

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               Section  20.2  The  Corporation  shall  indemnify  any  director,
officer and/or employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness  in  connection  with,  any  threatened,
pending or  completed  action or suit by or in the right of the  Corporation  to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer and/or employee of the Corporation,  or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another bank,  partnership,  joint venture,  trust or other  enterprise  against
amounts paid in settlement and expenses (including attorney's fees) actually and
reasonably  incurred by him in connection  with the defense or settlement of, or
serving as a witness  in, such action or suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation and except that no  indemnification  shall be made in respect of
any such claim, issue or matter as to which such person shall have been adjudged
to be liable for misconduct in the performance of his duty to the Corporation.

               Section 20.3 Except as may be otherwise ordered by a court, there
shall be a presumption that any director, officer and/or employee is entitled to
indemnification  as  provided  in this Bylaw  unless  either a  majority  of the
directors who are not involved in such proceedings ("disinterested  directors"),
or, if there are less than three  disinterested  directors,  then the holders of
one-third of the outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such  determination in writing
to the Secretary of the Corporation. In such event the disinterested director(s)
or,  in the  event  of  certification  by  shareholders,  the  Secretary  of the
Corporation shall request of independent counsel, who may be the outside general
counsel of the  Corporation,  a written opinion as to whether or not the parties
involved are entitled to indemnification under this Bylaw.

               Section 20.4  Expenses  incurred in defending a civil or criminal
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking by or on behalf of the director,  officer  and/or  employee to repay
such amount unless it shall  ultimately be determined  that he is entitled to be
indemnified by the Corporation as authorized in this Bylaw.

               Section 20.5 The  indemnification  provided by this Article shall
not be  deemed  exclusive  of  any  other  rights  to  which  a  person  seeking
indemnification  may be entitled under any agreement,  vote of shareholders,  or
disinterested  directors,  or  otherwise,  both  as to  action  in his  official
capacity which serving as a director,  officer,  and/or  employee,  or as to any
action in another  capacity  while holding such office.  The Board of Directors,
may, by  resolution,  provide for additional  indemnification  or advancement of
expenses to or for any director,  officer,  and/or  employee of the  Corporation
provided said  indemnification  is not inconsistent with the provisions of these
Bylaws, the Articles of Incorporation of the Corporation,  applicable provisions
of the Business  Corporation Law, Act of May 5, 1933, P.L. 364, as amended,  and
the  Director's  Liability  Act, Act of November 28,  1986,  P.L.  145, or other
applicable provisions of law. The indemnification provided by this Article shall
continue  as to a  person  who has  ceased  to be a  director,  officer,  and/or
employee   and  shall   inure  to  the   benefit  of  the  heirs  and   personal
representatives of such person.

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               Section 20.6 No director of the  Corporation  shall be personally
liable for monetary damages as such for any action taken, or any failure to take
any action,  in the  director's  capacity as a director  of the  Corporation  or
pursuant to the request of the Corporation  unless (i) the director has breached
or failed to perform the duties of his/her  office as set forth in the  Business
Corporation  Law, Act of May 5, 1933,  P.L. 364, as amended,  and the Director's
Liability Act, Act of November 28, 1986, or other applicable  provisions of law,
and (ii) the  breach or failure to  perform  constitutes  self-dealing,  willful
misconduct or recklessness.  This Bylaw shall not apply to the responsibility or
liability of a director for the payment of taxes  pursuant to local,  state,  or
federal law, or to the responsibility or liability of a director pursuant to any
criminal statute.

               Section  20.7  This  Corporation  may,  by act of  the  Board  of
Directors,  create a fund to secure or insure  its  indemnification  obligations
under these  Bylaws,  the  Articles of  Incorporation  of the  Corporation,  any
resolution  of Directors or agreement or vote of  shareholders  as authorized in
Section 20.5 of this Bylaw,  applicable  provisions of the Business  Corporation
Law, Act of May 5, 1933, P.L. 364, as amended, and the Director's Liability Act,
Act of November 28, 1986, or other applicable provisions of law.

                                   ARTICLE 21
                               SHARE CERTIFICATES

               Section 21.1 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 the  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.



                                   ARTICLE 22
                               TRANSFER OF SHARES

               Section  22.1  Upon  surrender  to  the  Corporation  of a  share
certificate  duly endorsed by the person named in the certificate or by 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 and the old certificate  cancelled and the
transfer recorded upon the share register of the Corporation.  No transfer shall
be made if it would be  inconsistent  with the  provisions  of  Article 8 of the
Pennsylvania Uniform Commercial Code.


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                                   ARTICLE 23
                                LOST CERTIFICATES

               Section 23.1 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 therefore, the
Board of Directors  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 it  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 give the  Corporation 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  which it may  incur by  reason of the  original  certificate  remaining
outstanding.

                                   ARTICLE 24
                                    DIVIDENDS

               Section 24.1 The Board of Directors  may,  from time to time,  at
any duly convened regular or special meeting or by unanimous consent in writing,
declare and pay dividends  upon the  outstanding  shares of capital stock of the
Corporation  in cash,  property  or  shares of the  Corporation,  as long as any
dividend shall not be in violation of law or the Articles of Incorporation.

               Section  24.2 Before  payment of any  dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends  such sum or
sums as the Board of 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  purposes as the Board of Directors  shall  believe to be for the
best  interest  of the  Corporation,  and the Board of  Directors  may reduce or
abolish any such reserve in the manner in which it was created.



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                                   ARTICLE 25
                        FINANCIAL REPORT TO SHAREHOLDERS

               Section  25.1 The  President  and the  Board of  Directors  shall
present at each annual meeting of the shareholders a full and complete statement
of the business and affairs of the Corporation for the preceding year.

                                   ARTICLE 26
                                   INSTRUMENTS

               Section  26.1 All  checks or  demands  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons  as the  President  or the  Board of  Directors  may  from  time to time
designate.

               Section  26.2  All  agreements,   indentures,  mortgages,  deeds,
conveyances,  transfers,  certificates,   declarations,   receipts,  discharges,
releases,   satisfactions,    settlements,   petitions,   schedules,   accounts,
affidavits, bonds, undertakings, proxies and other instruments and documents may
be signed, executed,  acknowledged,  verified,  delivered or accepted, including
those in connection with the fiduciary powers of the  Corporation,  on behalf of
the Corporation, by the President or other persons as may be designated by him.

                                   ARTICLE 27
                                   FISCAL YEAR

               Section  27.1 The fiscal year of the  Corporation  shall begin on
the  first  day of  January  in each  year  and end on the  thirty-first  day of
December in each year.

                                   ARTICLE 28
                           NOTICES AND WAIVERS THEREOF

               Section 28.1 Whenever,  under the provisions of applicable law or
of the Articles of Incorporation or of these Bylaws,  written notice is required
to be given to any person,  it may be given to 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
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.

               Section  28.2  Any  written  notice  required  to be given to any
person may be waived in writing  signed by the person  entitled  to such  notice
whether  before or after  the time  stated  therein.  Attendance  of any  person
entitled  to  notice,  whether  in  person  or by proxy,  at any  meeting  shall
constitute a waiver of notice of such meeting, except where any 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. Where written notice is
required of any meeting,  the waiver thereof must specify the purpose only if it
is for a special meeting of shareholders.

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                                   ARTICLE 29
                                   AMENDMENTS

               Section 29.1 These Bylaws may be altered,  amended or repealed by
the  affirmative  vote of the  holders of  sixty-six  and  two-thirds  (66 2/3%)
percent  of the  outstanding  shares of Common  Stock at any  regular or special
meeting duly convened after notice to the shareholders of that purpose,  or by a
majority vote of the members of the Board of Directors at any regular or special
meeting  thereof duly  convened  after notice to the  directors of that purpose,
subject  always to the power of the  shareholders  to change  such action of the
Board of  Directors  by the  affirmative  vote of the holders of  sixty-six  and
two-thirds (66 2/3%) percent of the outstanding shares of Common Stock.



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