Exhibit 3(a)(1)

     Section 3 of the by-laws of the Company  have been amended to read in their
entirety as follows:


                          Section 3. BOARD OF DIRECTORS

     3.1. Number;  Classes;  Tenure. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors consisting of
not less  than  three  (3)  directors,  the  exact  number  of  directors  to be
determined  from  time to time  exclusively  by the  Board of  Directors  by the
affirmative  vote of a majority  of the entire  Board.  The  directors  shall be
divided into three  classes,  designated  Class I, Class II and Class III.  Each
class shall  consist,  as nearly as may be  possible,  of one-third of the total
number of  directors  constituting  the entire Board of  Directors.  At the 1999
Annual  Meeting of  Shareholders,  Class I directors were elected for a one-year
term.  Class II  directors  were  elected  for a  two-year  term and  Class  III
directors were elected for a three-year term. At each succeeding  annual meeting
of  shareholders  beginning in 2000,  successors to the class of directors whose
term expires at that annual  meeting shall be elected for a three-year  term. If
the  number  of  directors  is  changed,  any  increase  or  decrease  shall  be
apportioned  among the classes so as to maintain the number of directors in each
class as nearly  equal as  possible,  and any  additional  director of any class
elected to fill a vacancy  resulting  from an  increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease  in the number of  directors  shorten the term of any
incumbent  director.  A director  shall hold office until the annual meeting for
the year in which his term expires and until his successor  shall be elected and
shall  qualify,  subject,  however,  to prior  death,  resignation,  retirement,
disqualification  or removal  for cause.  Directors  shall be at least  eighteen
years of age but need not be shareholders.

     Notwithstanding  anything to the contrary  contained  herein,  whenever the
holders of any one or more classes or series of stock issued by the  Corporation
shall have the right,  voting  separately by class or series, to elect directors
at an annual or special meeting of shareholders,  the election,  term of office,
filling of vacancies and other features of such directorships  shall be governed
by the provisions of the certificate of incorporation applicable thereto, unless
expressly  provided  otherwise  by the  resolutions  of the  Board of  Directors
providing for the creation of such class or series.

     3.2. Powers.  The business and affairs of the Corporation  shall be managed
under the  direction of the Board of  Directors  who shall have and may exercise
all the powers of the  Corporation and do all such lawful acts and things as are
not by law,  the  certificate  of  incorporation  or these  by-laws  directed or
required to be exercised or done by the shareholders.

     3.3. Vacancies. Any vacancy occurring on the Board of Directors,  including
any vacancy resulting from an increase in the number of directors, may be filled
by a majority of the Board of  Directors  then in office,  although  less than a
quorum, or by a sole remaining director.  Any director elected to fill a vacancy
not  resulting  from an increase in the number of directors  shall have the same
remaining  term as that of his  predecessor.  The  directors  shall have and may
exercise all their powers notwithstanding the existence of one or more vacancies
in their number,  subject to any  requirements  of law or of the  certificate of
incorporation  or of these by-laws as to the number of directors  required for a
quorum or for any vote or other actions.


<PAGE>

     3.4.  Committees.  The Board of Directors may, by vote of a majority of the
entire board, (a) designate, change the membership of or terminate the existence
of any committee or  committees,  each  committee to consist of three or more of
the directors;  (b) designate one or more directors as alternate  members of any
such committee who may replace any absent or disqualified  member at any meeting
of the  committee;  and (c)  determine  the extent to which each such  committee
shall  have  and may  exercise  the  powers  of the  Board of  Directors  in the
management of the business and affairs of the  Corporation,  including the power
to  authorize  the seal of the  Corporation  to be affixed  to all papers  which
require it and the power and authority to declare  dividends or to authorize the
issuance  of  stock;  excepting,  however,  such  powers  which  by law,  by the
certificate of  incorporation  or by these by-laws they are  prohibited  from so
delegating.  In the absence or  disqualification of any member of such committee
and his alternate,  if any, the member or members thereof present at any meeting
and not  disqualified  from voting,  whether or not  constituting a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the place of any such  absent  or  disqualified  member.  Committees
established by the Board of Directors may meet either  regularly at stated times
or specially on notice given  twenty-four hours in advance by any member thereof
by mail, telegram,  telephone or in person to all the other members thereof; but
no notice of any  regular  meeting  need be given;  and no notice of any special
meeting  need be given to members who shall be present or to absent  members who
shall waive notice in writing before or after such meeting.  Such committees may
make rules for the holding and conduct of their  meetings  and may appoint  such
sub-committees and assistants as they from time to time may deem necessary.  The
number of regular and alternate members present, if equal to at least a majority
of the regular members of a committee,  shall constitute a quorum and the action
of a majority  of those  present  at a meeting at which a quorum is present  and
acting shall be the act of a committee.

     3.5.  Regular  Meetings.  Regular meetings of the Board of Directors may be
held  without  call or notice at such places  within or without the State of New
Jersey and at such times as the board may from time to time determine,  provided
that notice of the first regular meeting following any such determination  shall
be given to absent  directors.  A regular  meeting of the  directors may be held
without  call or notice  immediately  after and at the same  place as the annual
meeting of shareholders.

     3.6.  Special  Meetings.  Special meetings of the Board of Directors may be
held at any time and at any place  within  or  without  the State of New  Jersey
designated  in the notice of the  meeting,  when  called by the  chairman of the
board,  the  president,  or by  one-third  or more in number  of the  directors,
reasonable  notice  thereof  being given to each director by the secretary or by
the chairman of the board, the president or any one of the directors calling the
meeting.

     3.7. Notice.  It shall be reasonable and sufficient notice to a director to
send  notice  by mail  at  least  forty-eight  hours  or by  telegram  at  least
twenty-four hours before the meeting addressed to him at his usual or last known
business or residence address or to give notice to him in person or by telephone
at least twenty-four  hours before the meeting.  Notice of a meeting need not be
given to any director if a written  waiver of notice,  executed by him before or
after the meeting,  is filed with the records of the meeting, or to any director
who attends the meeting without  protesting prior thereto or at its commencement
the lack of notice to him.  Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

     3.8. Quorum. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than  one-third of the total  number of directors  constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the votes cast upon the  question,  whether or not a quorum is present,  and the
meeting may be held as adjourned without further notice.



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<PAGE>


     3.9.  Action by Vote.  Except as may be  otherwise  provided by law, by the
certificate of  incorporation  or by these by-laws,  when a quorum is present at
any meeting the vote of a majority of the directors  present shall be the act of
the Board of Directors.

     3.10.  Action  Without a Meeting.  Any action  required or  permitted to be
taken at any meeting of the Board of  Directors  or a  committee  thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be,  consent  thereto in writing,  and such writing or writings are
filed with the records of the meetings of the board or of such  committee.  Such
consent  shall be treated  for all  purposes  as the act of the board or of such
committee, as the case may be.

     3.11.  Participation  in Meetings by Conference  Telephone.  Members of the
Board of Directors,  or any committee  designated by such board, may participate
in a meeting of such board or  committee  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the  meeting can hear each other or by any other means  permitted  by law.  Such
participation shall constitute presence in person at such meeting.

     3.12.  Compensation.  In the  discretion  of the Board of  Directors,  each
director may be paid such fees for his  services as director  and be  reimbursed
for his  reasonable  expenses  incurred  in the  performance  of his  duties  as
director  as the Board of  Directors  from time to time may  determine.  Nothing
contained  in this section  shall be  construed  to preclude  any director  from
serving  the  Corporation  in  any  other  capacity  and  receiving   reasonable
compensation therefor.

     3.13.  Interested Directors and Officers.

     (a) No contract or transaction  between the  Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership,  association,  or other  organization  in which  one or more of the
Corporation's  directors  or  officers  are  directors  or  officers,  or have a
financial interest,  shall be void or voidable solely for this reason, or solely
because the director or officer is present at or  participates in the meeting of
the board or committee thereof which authorizes the contract or transaction,  or
solely  because his or their votes are counted for such  purpose,  if any one of
the following is true:

     (1)  The  material facts as to his  relationship  or interest and as to the
contract or transaction  are disclosed or are known to the Board of Directors or
the committee,  and the board or committee in good faith authorizes the contract
or  transaction  by the  affirmative  votes of a majority  of the  disinterested
directors, even though the disinterested directors be less than a quorum; or

     (2)  The  material facts as to his  relationship  or interest and as to the
contract or transaction are disclosed or are known to the shareholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the shareholders; or

     (3)  The  contract or transaction  is fair as to the  Corporation as of the
time it is  authorized,  approved  or  ratified,  by the Board of  Directors,  a
committee thereof, or the shareholders.

     (b)  Common  or  interested  directors  may be counted in  determining  the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.



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