EXHIBIT 3(II)


                                     BY-LAWS

                                       OF

                         JUNIATA VALLEY FINANCIAL CORP.

                          (AS AMENDED AUGUST 19, 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 time
and place 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 may fix.

     SECTION 2.3. Special meetings of the shareholders may be called at any time
by the Chairman of the Board, the President, if any, a majority of the Board of
Directors or by shareholders entitled to cast at least one-fifth 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 five days before such
meeting, unless a greater period of notice is required by statute or by these
By-laws, 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 shareholders, 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 statue 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

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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.


                                    ARTICLE 4
                                  VOTING RIGHTS

     SECTION 4.1. Except as may be otherwise provided by statute or by 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/her 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 or a majority of the stock having voting power, present in person or by
proxy shall decide any question 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/her by
proxy. Every proxy shall be executed in writing by the shareholder or his/her
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

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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 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 40 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 of 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 (10) days before the closing thereof to each shareholder of
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 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 meetings 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/her 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/her 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 shareholders:

     (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

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

     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-two (72) years on or prior to the
date of his or her election. Any Director of this Corporation who attains the
age of seventy-two (72) shall cease to be a Director (without any action on his
or her part) at the close of business on the last day of the month in which the
Director attained such age, regardless of whether or not his/her term as
Director would otherwise expire at such time. Provided, however, that the
foregoing age limitation shall not apply to those individuals nominated as a
Director of the Corporation who were serving as Directors of Juniata Valley Bank
prior to 1970.

     SECTION 8.3. The number of directors that shall constitute the whole Board
of Directors shall not be less than five (5) nor more than twenty-five (25). The
Board of Directors shall be classified into three classes as nearly equal in
number as possible, each class to be elected for a term of three (3) 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 1984 annual meeting of shareholders of the Corporation,
the shareholders shall elect twelve (12) directors as follows: four (4) Class A
directors to serve until the 1985 annual meeting of shareholders, four (4) Class
B directors to serve until the 1986 annual meeting of shareholders, four (4)
Class C directors to serve until the 1987 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 (3) years, so
that the term of office of one class of directors shall expire in each year.

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     SECTION 8.5. The Board of Directors may declare vacant the office of a
director if he/she 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 (30) after
notice of election, he/she does not accept such office either in writing or by
attending a meeting of the Board of Directors.


                                    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 term of office of the class of directors to which he/she was
appointed.


                                   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 By-laws 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 such other committees as may be deemed necessary by the Board of
Directors for the efficient operation of the Corporation.

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                                   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 calling 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
directors, 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.

     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
By-laws. 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.


                                   ARTICLE 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.

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                                   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. As its option, the Board of Directors may elect a Chairman of
the Board, who shall serve until the earlier of (a) the next annual organization
meeting, (b) his or her removal or resignation from the Board or (c) if the
Chairman is an officer of the Corporation, the termination of such office. 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 interest 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.


                                   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/she shall supervise the carrying out of the
policies adopted or approved by the Board of Directors. He/she shall have
general executive powers, as well as the specific powers conferred by these
By-laws. He/she shall also have and may exercise such further powers and duties
as from time to time may be conferred upon or assigned to him/her by the Board
of Directors.

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                                   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 By-laws 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 By-laws 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 /her 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/her by the Board of Directors or the President.
He/she 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/she is assistant and shall perform such duties
in the absence of the officer. He/she shall perform such additional duties as
the Board of Directors, the President or the officer to whom he/she is assistant
may from time to time assign him/her. Such officers may be given such functional
titles 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/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she 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/her 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/she 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/her 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 attorneys' fees) actually and
reasonable incurred by him/her in connection with the defense or settlement of,
or serving as a witness in, such action or suit if he/she acted in good faith
and in a manner he/she reasonable 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/her 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 By-law 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 By-law.

     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/she is entitled to be
indemnified by the Corporation as authorized in this By-law.

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     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/her official 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 By-laws, 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.

     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 By-law 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
By-laws, 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 By-law, 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.

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                                   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.


                                   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 therefor, 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 certificates or
received notice that such certificate has been acquired

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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/her 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 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 interests of
the Corporation, and the Board of Directors may reduce or abolish any such
reserve in the manner in which it was created.


                                   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.

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                                   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 By-laws, 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 be telegram, charges prepaid, to
his/her address appearing on the books of the Corporation or supplied by him/her
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 By-laws may be altered, amended or repealed by the
affirmative vote of the holders of sixty-six and two-third (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.


                                   ARTICLE 30

     ARTICLE 30 The provisions of Subchapter G, "Control-Share Acquisitions" and
Subchapter H, "Disgorgement by Certain controlling Shareholders Following
Attempts to Acquire Control" of the Pennsylvania Business Corporation Law of
1988, which subchapters were added by the Pennsylvania Takeover Act of 1990, Act
No. 1990-36, shall not apply to the Corporation. Consequently, Subchapter I and
Subchapter J of the Pennsylvania Business Corporation Law of 1988, which
subchapters were also added by Act No. 1990-36, shall not be applicable to the
Corporation. This Bylaw was adopted on July 17, 1990, at a regular meeting of
Directors duly convened after notice to the Directors of the purpose of the
meeting.



May 21, 2002

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