BYLAWS

                                       OF

                             PATAPSCO BANCORP, INC.


                                    ARTICLE I

                                PRINCIPAL OFFICE

     The principal office of Patapsco Bancorp,  Inc. (herein the  "Corporation")
shall be at 1301 Merritt Boulevard, Dundalk, Maryland 21222.


                                   ARTICLE II

                                  STOCKHOLDERS

     SECTION  1.  Place  of  Meetings.   All  annual  and  special  meetings  of
stockholders  shall be held at the home  office  of the  Corporation  or at such
other place within the United States as the board of directors may determine and
as designated in the notice of such meeting.

     SECTION 2. Annual Meeting. A meeting of the stockholders of the Corporation
for the election of directors and for the  transaction  of any other business of
the Corporation shall be held annually at such date and time within the month of
October as the board of directors may determine.

     SECTION 3. Special  Meetings.  Special meetings of the stockholders for any
purpose or purposes may be called at any time by the  chairman of the board,  by
the  president,  by a majority of the board of directors,  by a committee of the
board of  directors  in  accordance  with the  provisions  of the  Corporation's
Articles  of  Incorporation  or by the  secretary  of the  Corporation  upon the
written  request of the holders of not less than 25% of all votes entitled to be
cast at the meeting; provided that, unless requested by stockholders entitled to
cast a majority  of all the votes  entitled  to be cast at a meeting,  a special
meeting  need not be called to consider any matter  which is  substantially  the
same as a matter voted on at any special meeting of the stockholders held during
the  preceding  12 months.  Such  written  request  shall  state the  purpose or
purposes of the  meeting and the matters  proposed to be acted on at the meeting
and shall be  delivered at the home office of the  Corporation  addressed to the
chairman of the board,  the  president or the  secretary.  The  secretary  shall
inform the stockholders who make the request of the reasonably estimated cost of
preparing  and mailing a notice of the meeting and,  upon payment of these costs
to the Corporation, the secretary shall then notify each stockholder entitled to
notice of the meeting.

     SECTION  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors. The board of directors shall designate, when present, the chairman
of the  board,  vice  chairman  of the board or  president  to  preside  at such
meetings.

     SECTION 5. Notice of Meeting.  Written  notice  stating the place,  day and
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than ninety  days before the meeting to each  stockholder
of record  entitled to vote at such  meeting.  If mailed,  such notice  shall be
deemed to be delivered  when  deposited in the United States mail,  addressed to
the  stockholder  at his  address as it appears on the stock  transfer  books or
records of the Corporation as of the record date prescribed in Section 6 of this
Article II, with postage thereon prepaid.  If a stockholder is present in person
or by proxy at a meeting,  or in writing  waives notice  thereof before or after
the meeting,  notice of the meeting to such  stockholder  shall be  unnecessary.
When any  stockholders'  meeting,  either  annual or special,  is adjourned  for
thirty days or more,  notice of the  adjourned  meeting shall be given as in the
case of an original meeting. It shall not be necessary to give any notice of the
time  and  place  of any  meeting  adjourned

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for less than 120 days or of the  business to be  transacted  at such  adjourned
meeting,  other than an announcement at the meeting at which such adjournment is
taken.

     SECTION  6.  Fixing  of  Record  Date.   For  the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than ninety days,  and in case of a meeting of  stockholders,  at least
ten days  prior  to the date on which  the  particular  action,  requiring  such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

     SECTION 7. Quorum. A majority of the outstanding  shares of the Corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

     SECTION 8. Proxies. At all meetings of stockholders, a stockholder may vote
by proxy  executed  in  writing  by the  stockholder  or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

     SECTION  9.  Voting.  At each  election  for  directors  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of  stock  held  by  him.   Unless   otherwise   provided  in  the  Articles  of
Incorporation, by statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter which properly  comes before the meeting,  except that a plurality of all
the votes cast at a meeting at which a quorum is present is  sufficient to elect
a director.

     SECTION  10.  Voting  of Shares  in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
if a majority  cannot  agree,  then each  faction may vote the stock in question
proportionally  or any person voting the stock or any beneficiary may apply to a
court of competent  jurisdiction to appoint an additional person to act with the
persons  voting the stock and the stock shall then be voted as  determined  by a
majority of those persons and the person appointed by the court.

     SECTION 11.  Voting of Shares by Certain  Holders.  Shares  standing in the
name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor, guardian or conservator may be voted by him, either in
person or by proxy,  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a trustee  may be voted by him,  either in person or by
proxy,  but no trustee  shall be  entitled  to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such  receiver,  and  shares  held by or under the  control of a
receiver may be voted by such  receiver  without the  transfer  thereof into his
name if authority to do so is contained in an appropriate  order of the court or
other public authority by which such receiver was appointed.

     A  stockholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been  transferred  into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

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     Neither  treasury  shares of its own  stock  held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

     SECTION  12.  Inspectors  of  Election.   In  advance  of  any  meeting  of
stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the  chairman  of the board or the  president  may make such
appointment at the meeting.  In case any person  appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  by
the board of  directors  in  advance  of the  meeting  or at the  meeting by the
chairman of the board or the president.

     Unless  otherwise   prescribed  by  applicable  law,  the  duties  of  such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

     SECTION 13.  Nominating  Committee.  The board of directors  shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.

     SECTION  14. New  Business.  Any new  business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Articles of
Incorporation.  This provision shall not prevent the  consideration and approval
or  disapproval  at the annual  meeting of reports of  officers,  directors  and
committees,  but in connection  with such reports no new business shall be acted
upon at  such  annual  meeting  unless  stated  and  filed  as  provided  in the
Corporation's Articles of Incorporation.


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. General  Powers.  The  business  and affairs of the  Corporation
shall be under the direction of its board of  directors.  The board of directors
shall annually elect a chairman of the board, a vice chairman of the board and a
president from among its members and shall designate,  when present,  either the
chairman  of the  board,  the vice  chairman  of the board or the  president  to
preside at its meetings.

     SECTION  2.  Number,  Term  and  Election.  The  board of  directors  shall
initially  consist of eight members and thereafter  shall consist of such number
of  members  as  determined  by the  board  of  directors  from  time to time in
accordance with the provisions of the  Corporation's  Articles of Incorporation.
The board of directors  shall be divided  into three  classes as nearly equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's Articles of Incorporation.

     SECTION 3. Regular  Meetings.  A regular  meeting of the board of directors
shall be held generally each month at such time and place as shall be determined
by  resolution  of the  board  of  directors  without  other  notice  than  such
resolution.

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     SECTION 4. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the chairman of the board, the president, or a
majority of the directors.  The persons  authorized to call special  meetings of
the board of  directors  may fix any place as the place for  holding any special
meeting of the board of directors called by such persons.

     Members of the board of directors may  participate  in special  meetings by
means of conference telephone or similar  communications  equipment by which all
persons  participating  in the meeting can hear each other.  Such  participation
shall constitute presence in person.

     SECTION 5. Notice.  Written notice of any special meeting shall be given to
each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. Quorum. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.

     SECTION  7.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Corporation's  Articles  of  Incorporation,  or  General  Laws of the  State  of
Maryland.

     SECTION 8. Action Without a Meeting. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the  directors  and  filed  with the  minutes  or  proceedings  of the  board of
directors.

     SECTION 9.  Resignation.  Any  director may resign at any time by sending a
written  notice  of such  resignation  to the  home  office  of the  Corporation
addressed  to the  chairman  of the  board or the  president.  Unless  otherwise
specified herein such resignation  shall take effect upon receipt thereof by the
chairman of the board or the president.

     SECTION 10.  Vacancies.  Any vacancy  occurring  in the board of  directors
shall be filled in accordance with the provisions of the Corporation's  Articles
of  Incorporation.  The term of such director  shall be in  accordance  with the
provisions of the Corporation's Articles of Incorporation.

     SECTION 11.  Removal of  Directors.  Any  director  or the entire  board of
directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Articles of Incorporation.

     SECTION 12. Compensation.  Directors,  as such, may receive a stated salary
and/or fees for their  services.  By  resolution  of the board of  directors,  a
reasonable  fixed sum, and  reasonable  expenses of  attendance,  if any, may be
allowed for actual attendance at each regular or special meeting of the board of
directors.  Members of either standing or special committees may be allowed such
compensation  for  actual  attendance  at  committee  meetings  as the  board of
directors  may  determine.  Nothing  herein  shall be  construed to preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
remuneration  therefor.

     SECTION 13.  Presumption of Assent.  A director of the  Corporation  who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have assented to the action taken unless he
announces  his  dissent at the  meeting  and (i) his  dissent or  abstention  is
entered in the minutes of the meeting, (ii) he shall file his written dissent to
such action with the person  acting as the  secretary of the meeting


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before the  adjournment  thereof or (iii) he forwards such dissent by registered
mail to the  secretary of the  Corporation  within  twenty-four  hours after the
adjournment of the meeting by certified mail, return receipt requested,  bearing
a postmark from the United States  Postal  Service.  Such right to dissent shall
not apply to a director  who votes in favor of such  action or fails to make his
dissent known at the meeting.

     SECTION 14.  Advisory  Directors.  The board of directors may by resolution
appoint  advisory  directors  to the  board,  who may also  serve  as  directors
emeriti,  and shall  have such  authority  and  receive  such  compensation  and
reimbursement  as the board of directors  shall provide.  Advisory  directors or
directors  emeriti  shall not have the authority to  participate  by vote in the
transaction of business.

     SECTION  15. Age  Limitation.  No person  shall be eligible  for  election,
reelection,  appointment,  or  reappointment  to the board of  directors if such
person is then more than 72 years of age.  No director  shall  serve  beyond the
annual  meeting of the  Corporation  immediately  following his attainment of 72
years of age. Persons may serve as Advisory Directors without regard to age.

     SECTION 16. Qualifications.

     (a) Each  member  of the board of  directors  of the  Corporation  and each
nominee for the board of directors  must be a resident of the State of Maryland.
In order to establish residency,  any nominee must provide evidence satisfactory
to the board of directors  that the nominee  occupied a dwelling  located in the
State of Maryland for a minimum of 6 months out of each of the 3 calendar  years
prior to the date of the person's  nomination  to the board of directors and has
an intention to continue to occupy a dwelling located in the State of Maryland.

     (b) A person is not  qualified  to serve as director  if he or she:  (1) is
under  indictment  for,  or has  ever  been  convicted  of, a  criminal  offense
involving  dishonesty  or breach of trust and the penalty for such offense could
be  imprisonment  for more than one year, (2) is a person against whom a banking
agency  has,  within  the past ten years,  issued a cease and  desist  order for
conduct involving  dishonesty or breach of trust and that order is final and not
subject  to appeal,  (3) has been  found  either by a  regulatory  agency  whose
decision is final and not subject to appeal or by a court to have (i) breached a
fiduciary duty involving  personal profit or (ii) committed a willful  violation
of any law, rule or regulation  governing  banking,  securities,  commodities or
insurance, or any final cease and desist order issued by a banking,  securities,
commodities or insurance  regulatory agency, (4) is or was, within the past five
years, an officer, director or general partner of an entity which is the subject
of Subsection  16(b)(1),  (2), or (3), or (5) has been nominated by a person who
would be  disqualified  from  serving as a  director  of the  Corporation  under
Subsection 16(b)(1), (2), (3), or (4).



                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the whole
board,  designate one or more committees,  as they may determine to be necessary
or  appropriate  for the  conduct of the  business of the  Corporation,  and may
prescribe the duties,  constitution and procedures thereof. Each committee shall
consist of one or more directors or officers of the  Corporation.  The board may
designate  one or  more  directors  or  officers  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.

     The board of  directors  shall have  power,  by the  affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation;  provided,  however,  that notice to the board, the chairman of the
board,  the chief  executive  officer,  the chairman of such  committee,  or the
secretary  shall  be  deemed  to  constitute  notice  to the  Corporation.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein;  and, unless otherwise specified therein,  acceptance of such
resignation shall not be necessary to make it effective.  Any member of any such
committee  may be removed at any

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time, either with or without cause, by the affirmative vote of a majority of the
authorized  number of  directors  at any  meeting  of the board  called for that
purpose.


                                    ARTICLE V

                                    OFFICERS

     SECTION 1. Positions.  The officers of the Corporation shall be a chairman,
a vice  chairman,  a president,  one or more vice  presidents,  a secretary,  an
assistant secretary and a treasurer,  each of whom shall be elected by the board
of directors.  The board of directors may designate one or more vice  presidents
as executive vice president or senior vice president. The board of directors may
also elect or authorize the  appointment  of such other officers as the business
of the  Corporation  may require.  The officers  shall have such  authority  and
perform such duties as the board of directors may from time to time authorize or
determine.  In the  absence of action by the board of  directors,  the  officers
shall  have such  powers  and duties as  generally  pertain to their  respective
offices.

     SECTION 2.  Election and Term of Office.  The  officers of the  Corporation
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

     SECTION 3. Removal. Any officer may be removed by vote of two-thirds of the
board  of  directors  whenever,  in its  judgment,  the  best  interests  of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     SECTION  4.   Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  Remuneration.  The  remuneration of the officers shall be fixed
from time to time by the board of  directors  and no officer  shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.


                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. Contracts. To the extent permitted by applicable law, and except
as otherwise prescribed by the Corporation's  Articles of Incorporation or these
Bylaws with  respect to  certificates  for shares,  the board of  directors  may
authorize any officer,  employee,  or agent of the Corporation to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the  Corporation.  Such  authority  may  be  general  or  confined  to  specific
instances.

     SECTION 2. Loans.  No  indebtedness  shall be  contracted  on behalf of the
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

     SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers,  employees or agents of
the  Corporation  in such  manner as shall  from time to time be  determined  by
resolution of the board of directors.


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<PAGE>

     SECTION 4. Deposits.  All funds of the Corporation  not otherwise  employed
shall be deposited from time to time to the credit of the  Corporation in any of
its duly authorized depositories as the board of directors may select.


                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. Certificates for Shares.  The shares of the Corporation shall be
represented by certificates  signed by the chairman of the board of directors or
by the  president  or a vice  president  and by the  treasurer  or an  assistant
treasurer or by the secretary or an assistant secretary of the Corporation,  and
may be sealed with the seal of the  Corporation or a facsimile  thereof.  Any or
all of the signatures upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar,  other than the
Corporation  itself of an  employee of the  Corporation.  If any officer who has
signed or whose facsimile  signature has been placed upon such certificate shall
have  ceased to be such  officer  before the  certificate  is issued,  it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.

     SECTION 2. Form of Share Certificates. All certificates representing shares
issued  by the  Corporation  shall  set  forth  upon the  face or back  that the
Corporation  will furnish to any  stockholder  upon request and without charge a
full statement of the  designations  and any  preferences,  conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of the shares of each class authorized to
be issued,  the differences in the relative  rights and preferences  between the
shares of each such  series so far as the same have been  fixed and  determined,
and the  authority of the board of directors to fix and  determine  the relative
rights and preferences of subsequent series.

     Each certificate representing shares shall state upon the face thereof: the
name of the Corporation; that the Corporation is organized under the laws of the
State of Maryland;  the name of the person to whom issued;  the number and class
of shares;  the date of issue; the designation of the series, if any, which such
certificate  represents;  the  par  value  of  each  share  represented  by such
certificate, or a statement that the shares are without par value. Other matters
in regard to the form of the  certificates  shall be  determined by the board of
directors.

     SECTION 3. Payment for Shares. No certificate shall be issued for any share
until such share is fully paid.

     SECTION 4. Form of Payment for Shares.  The  consideration for the issuance
of shares shall be paid in accordance  with the provisions of the  Corporation's
Articles of Incorporation.

     SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of the
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only by the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

     SECTION 6. Stock Ledger.  The stock ledger of the Corporation  shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger or the books of the  Corporation  or to vote in person or by proxy at any
meeting of stockholders.

     SECTION  7. Lost  Certificates.  The board of  directors  may  direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  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 legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

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<PAGE>

     SECTION  8.  Beneficial  Owners.  The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.


                                  ARTICLE VIII

                            FISCAL YEAR; ANNUAL AUDIT

     The  fiscal  year of the  Corporation  shall end on the 30th day of June of
each year. The Corporation  shall be subject to an annual audit as of the end of
its fiscal year by independent public  accountants  appointed by and responsible
to the board of directors.


                                   ARTICLE IX

                                    DIVIDENDS

     Subject to the provisions of the  Corporation's  Articles of  Incorporation
and  applicable  law,  the board of  directors  may,  at any  regular or special
meeting,  declare  dividends on the  Corporation's  outstanding  capital  stock.
Dividends may be paid in cash, in property or in the Corporation's own stock.


                                    ARTICLE X

                                 CORPORATE SEAL

     The corporate seal of the Corporation shall be in such form as the board of
directors shall prescribe.


                                   ARTICLE XI

                                   AMENDMENTS

     In  accordance  with the  Corporation's  Articles of  Incorporation,  these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  only by vote of not less  than  80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alteration,  amendment or  rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.




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