TASTY BAKING COMPANY

                                -----------------

                                     BY-LAWS
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                                    ARTICLE I
                                     OFFICES
                                     --------

         Section 1. Registered Office. The principal office shall be at 2801
Hunting Park Avenue in the City of Philadelphia, Commonwealth of Pennsylvania.
The location of the principal office shall, at all times, be within the limits
of the Commonwealth of Pennsylvania.

         Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the Commonwealth of Pennsylvania, as the
Board of Directors may, from time to time, determine or the business of the
corporation may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS
                          -----------------------------

         Section 1. Place of Meetings. All meetings of the shareholders shall be
held in the City of Philadelphia, Pennsylvania, or at such other places within
or without the Commonwealth of Pennsylvania as the Board of Directors may
designate.

         Section 2. Annual Meeting. The annual meeting of the shareholders shall
be held on such day in the months of April, May or June as the Board of
Directors shall designate, when they shall elect directors and transact such
other business as may properly be brought before the meeting.

         Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation may be called at any time by the Chairman of the Board
or a majority of the Board of Directors, or shareholders entitled to cast at
least a majority of the votes which all shareholders are entitled to cast at the
particular meeting, upon written request delivered to the Secretary of the
corporation. Such request 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 such time, not less
than ten nor more than sixty days thereafter, as the Secretary may fix. If the
Secretary shall neglect to issue such call, the person or persons making the
request may issue the call. The business transacted at all special meetings of
shareholders shall be limited to the purposes stated in the notice thereof.

         Section 4. Notice of Meetings. Written notice of every meeting of the
shareholders, specifying the place, date and hour and the general nature of the
business of the meeting, shall be served upon or mailed, postage prepaid, at
least ten days prior to the meeting, unless a greater period of notice is
required by statute, to each shareholder.

         Section 5. List of Shareholders. The officer having charge of the
transfer books for shares of the corporation shall prepare and make at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to notice of the meeting and a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order, with the
address and the number of shares held by each




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which lists shall be kept on file at the principal office of the corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such lists shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting.

         Section 6. Quorum; Adjournments. 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 a particular matter, shall be requisite and
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws. If, however, any meeting of the
shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors such meeting may be adjourned from day to day or for
such longer periods not exceeding fifteen days each as the holders of a majority
of the votes present in person or by proxy and entitled to vote 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 any business may be transacted which might have been transacted at
the meeting as originally notified.

         Section 7. Voting. When a quorum is present or represented at any
meeting, any action to be taken shall be authorized by a majority of the votes
cast at such a meeting by all shareholders entitled to vote thereon, unless the
question is one upon which, by express provision of the statutes or of the
articles of incorporation or of these by-laws, a different vote is required in
which case such express provision shall govern and control the decision of such
question. In each election for directors, every shareholder entitled to vote
shall have the right, in person or by proxy, to multiply the number of votes to
which he may be entitled by the total number of directors to be elected in the
same election, and he may cast the whole number of such votes for one candidate
or he may distribute them among any two or more candidates. The candidates
receiving the highest number of votes up to the number of directors to be
elected shall be elected.

         Section 8. Proxies. Each shareholder shall at every meeting of the
shareholders be entitled to vote in person or by proxy, but no proxy shall be
voted on after three years from its date, unless coupled with an interest, and,
except where the transfer books of the corporation have been closed or a date
has been fixed as a record date for the determination of its shareholders
entitled to vote, transferees of shares which are transferred on the books of
the corporation within ten days next preceding the date of such meeting shall
not be entitled to vote at such meeting.

         Section 9. Judges of Election. 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 be not so appointed, the chairman of any such meeting may
and, on the request of any shareholder entitled to vote 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 entitled to
vote 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 do all
such acts as may be proper to conduct the election or vote with fairness to all
shareholders, and shall make a written report of any matter determined by them
and execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder entitled to vote or his proxy. If
there be three judges of election, the decision, act or certificate of a
majority, shall be effective in all respects as the decision, act or certificate
of all.


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                                   ARTICLE III
                               BOARD OF DIRECTORS
                               ------------------

         Section 1. General Powers. The business 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 2. Size of Board; Election of Directors; Board Classification.
The number of directors which shall constitute the board shall never be less
than three (3) and shall never be more than ten (10). The Board of Directors may
by a vote of not less than a majority of the authorized number of directors
increase or decrease the number of directors from time to time, without a vote
of the shareholders; provided, however, that any such decrease shall not
eliminate any director then in office. Effective with the election of directors
at the annual meeting of shareholders to be held in 1986, the directors shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as shall be provided in
the manner specified in these by-laws; one class to hold office initially for a
term expiring at the annual meeting of shareholders to be held in 1987, another
class to hold office initially for a term expiring at the annual meeting of
shareholders to be held in 1988, and another class to hold office initially for
a term expiring at the annual meeting of shareholders to be held in 1989, with
the members of each class to hold office until their successors are elected and
qualified. The number of directors in each class shall be determined by a vote
of not less than a majority of the authorized number of directors. At the annual
meeting of shareholders of the corporation to be held in 1987 and thereafter,
the successors to the class of directors whose term expires at that meeting
shall be elected to hold office for a three year term and until their successors
are elected and qualified.

         Section 3. Removal of Directors. Except as otherwise prescribed in the
articles of incorporation, notwithstanding anything contained in these by-laws
to the contrary, and notwithstanding the fact that a lesser percentage may be
permitted by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of all shares of the corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to remove any director from office without assigning any cause
for such removal at any annual or special meeting of shareholders. Except as
otherwise prescribed in the articles of incorporation, notwithstanding anything
contained in these by-laws to the contrary, and notwithstanding the fact that a
lesser percentage may be permitted by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the voting power of all shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or adopt any
provisions inconsistent with, or repeal Section 2 or Section 3 of this Article
III, or any provision thereof at any annual or special meeting of shareholders.

         Section 4. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum. Any director so elected shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified.

         Section 5. Chairman of the Board. The Board of Directors, immediately
after each annual meeting of shareholders, shall elect a Chairman of the Board.
The Chairman of the Board shall preside at all meetings of the Board of
Directors and all meetings of the shareholders and shall perform such other
duties and have such other powers as the Board of Directors may prescribe from
time to time. The Chairman of the Board need not be an employee of the
corporation.



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         Section 6. Regular Meetings. The Board of Directors of the corporation
may hold regular meetings either within or without the Commonwealth of
Pennsylvania. Regular meetings of the Board of Directors may be held at the
principal office of the corporation or at such other place and at such times as
shall from time to time be determined by the board. Notwithstanding the
foregoing, the first meeting of each newly elected Board of Directors shall be
held immediately following the annual meeting of the shareholders at the
corporation's principal office unless a different time and place shall be fixed
by the shareholders at the meeting at which such directors were elected and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a majority of the whole board
shall be present. In the event such meeting is not held at such time and place,
or in the event of the failure of the shareholders to fix a different time or
place for such first meeting of the newly elected Board of Directors, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for such meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.

         Section 7. Special Meetings. The Board of Directors of the corporation
may hold special meetings either within or without the Commonwealth of
Pennsylvania. Special meetings of the Board may be called by the Chairman of the
Board or Chief Executive Officer on one day's notice to each director, either
personally or by mail, by telegram or by telecopier; special meetings shall be
called by the Chairman of the Board or Secretary in like manner and on like
notice on the written request of two directors, which request shall state the
purpose or purposes of the proposed meeting.

         Section 8. Quorum. At all meetings of the board a majority of the
directors in office shall be necessary to 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 in these by-laws, by
statute or by the articles of incorporation. If a quorum shall not be present at
any meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 9. Action by Consent. If all the directors shall severally or
collectively consent in writing to any action to be taken by the corporation,
such action shall be as valid a corporate action as though it had been
authorized at a meeting of the Board of Directors.

         Section 10. Emergency Action. In the event a national disaster or
national emergency is proclaimed by the President or Vice-President of the
United States, the directors, even though there may be less than a quorum
present, may take all actions which they could have taken if a quorum had been
present.

         Section 11. Telephonic Meeting. One or more directors may participate
in a meeting of the board or any committee of the board by means of conference
telephone or similar communications equipment by means of which all persons
participating in such meeting can hear each other.

         Section 12. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole board, designate two or more of its
number to constitute an Executive Committee which, to the extent provided in
such resolution shall have and exercise the authority of the Board of Directors
in the management and business of the corporation. Vacancies in the membership
of the committee shall be filled by the Board of Directors at a regular or
special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the board when
required.


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         Section 13. Other Committees. The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more additional
committees, each committee to consist of two or more of the directors. Any such
committee shall have such powers as are granted to it by such resolution of the
board or by subsequent resolutions passed by a majority of the whole board.
Nothing herein shall limit the authority of the Board of Directors to appoint
other committees consisting, in whole or in part, of persons who are not
directors to carry out such functions as the board may designate. Unless
otherwise provided in any resolution of the Board of Directors designating a
committee pursuant to this Section 13 of Article III, a quorum for the
transaction of business by such committee shall be fifty percent of the members
of such committee then in office, and the acts of a majority of the members of
such committee present at any meeting for which there is a quorum shall be the
acts of the committee. All such committees shall keep regular minutes of their
proceedings and report the same to the board when required.

         Section 14. Compensation. The Board of Directors shall have the power
to fix, and from time to time to change, the compensation of the directors of
the corporation which compensation may include, but is not limited to, an annual
retainer fee and a fee for attendance at regular or special meetings of the
board and of any committees of the board.

                                   ARTICLE IV
                               NOTICES AND WAIVERS
                               -------------------

         Section 1. Notices. Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or by telecopier.

         Section 2. Waivers. Whenever any notice is required to be given under
the provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS
                                    --------

         Section 1. Appointment of Officers. The officers of the corporation
shall be chosen annually by the Board of Directors and shall be a Chief
Executive Officer, a President, a Vice President, a Secretary and a Treasurer
who need not be members of the Board. The Board of Directors may choose
additional vice presidents and one or more assistant secretaries and assistant
treasurers. The Board of Directors may also appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board. The officers of the corporation shall hold
office until their successors are chosen and qualify.

         Section 2. Compensation. The salaries of all officers of the
corporation shall be fixed by the Board of Directors.

         Section 3. Removal and Vacancies. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote or a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

         Section 4. Chief Executive Officer. The Chief Executive Officer shall
have general supervisory responsibility and authority over the officers of the
corporation, shall see that all orders and resolutions of



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the Board of Directors are carried into effect, shall preside at all meetings of
the Board of Directors in the absence of the Chairman, and shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe. The Board of Directors shall determine the person or persons
who shall perform the duties and exercise the powers of the Chief Executive
Officer in the absence or disability of the Chief Executive Officer. The Chief
Executive Officer 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.

         Section 5. President. The President shall be the chief operating
officer of the corporation, shall, under the direction of the Chief Executive
Officer, have general and active management of the business of the corporation
and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. The Board of Directors shall
determine the person or persons who shall perform the duties and exercise the
powers of the President in the absence or disability of the President.

         Section 6. Vice President. The Vice President or Vice Presidents shall
perform such duties and have such powers as the Board of Directors may from time
to time prescribe.

         Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
Executive Committee when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his signature or by
the signature of an assistant Secretary.

         Section 8. Assistant Secretary. The assistant Secretary, or if there
are more than one, the assistant secretaries in the order determined by the
Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

         Section 9. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements; shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation; and if required by
the Board of Directors, shall give the corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration of
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 10. Assistant Treasurer. The assistant Treasurer, or if there
shall be more than one, the assistant Treasurers in the order determined by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.




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                                   ARTICLE VI
                             CERTIFICATES OF SHARES
                             ----------------------

         Section 1. Share Certificates. The certificates of shares of the
corporation shall be numbered and registered in a share register as they are
issued. They shall exhibit the name of the registered holder and the number and
class of shares and the series, if any, represented thereby and the par value of
each share or a statement that such shares are without par value as the case may
be. Every share certificate shall be signed by the Chairman of the Board and the
Treasurer and shall be sealed with the corporate seal which may be facsimile,
engraved or printed.

         Section 2. Facsimile Signatures. Where a certificate is signed (1) by a
transfer agent or (2) by a transfer agent and/or registrar, the signature of
such Chairman of the Board and Treasurer may be facsimile. In case any officer
or officers who have signed, or whose facsimile signature or signatures have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation.

         Section 3. Lost Certificates. The Board of Directors shall direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
destroyed or wrongfully taken, upon the making of an affidavit of that fact by
the person claiming the share certificate to be lost, destroyed or wrongfully
taken. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and 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 or certificates alleged to have been
lost, destroyed or wrongfully taken.

         Section 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars on behalf of the corporation.

         Section 5. Transfer of Shares. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 6. Record Date. The Board of Directors may fix a time, not more
than seventy-five days, prior to the date of any meeting or 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 and 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 so fixed. The Board of Directors may close the books of the
corporation against transfers of shares during the



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whole or any part of such period and in such case written or printed notice
thereof shall be mailed at least ten 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.

         Section 7. Registered Shareholders. The corporation shall be entitled
to treat the holder of record of any share or shares as the holder in fact
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, and shall not be liable
for any registration or transfer of shares which are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with actual knowledge that a fiduciary or nominee of a fiduciary is committing a
breach of trust in requesting such registration or transfer, or with knowledge
of such facts that its participation therein amount to bad faith.

                                   ARTICLE VII
            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
            --------------------------------------------------------

         Section 1.  Indemnification.

         (a) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to 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 he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' 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 this 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.

         (b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to 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 he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against expense (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of 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. No such
indemnification against expenses shall be made, however, in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of the
county in which the registered office of the corporation is located or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Common Pleas or such other court shall deem proper.

         Section 2. Determination of Indemnification. Indemnification under
Sections 1(a) and 1(b) of this Article shall be made by the corporation when
ordered by a court or upon a determination that indemnification of the director
or officer is proper in the circumstances because he has met the applicable




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standard of conduct set forth in those Sections. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

         Section 3. Additional Indemnification. In addition to and
notwithstanding the limited indemnification provided in Sections 1(a) and 1(b)
of this Article, the corporation shall indemnify and hold harmless its present
and future officers and directors of, from and against any and all liability,
expenses (including attorneys' fees), claims, judgments, fines and amounts paid
in settlement, actually incurred by such person in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including but not limited to any
action by or in the right of the corporation), to which such person is, was or
at any time becomes, a party, or is threatened to be made a party, by reason of
the fact that such person is, was or at any time becomes a director or officer
of the corporation, or is or was serving or at any time serves at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other person of any nature
whatsoever. Nothing contained in this Section 3 shall authorize the corporation
to provide, or entitle any officer or director to receive, indemnification for
any action taken, or failure to act, which action or failure to act is
determined by a court to have constituted willful misconduct or recklessness.

         Section 4. Advance of Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding of the kind described in Sections 1(a),
1(b) and 3 of this Article shall 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 person who may be entitled to
indemnification under those Sections, to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.

         Section 5. Heirs, Executors and Administrators. The indemnification,
advancement of expenses and limitation of liability provided in this Article
shall continue as to a person who has ceased to be a director or officer of the
corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 6. Rights Not Exclusive. Nothing herein contained shall be
construed as limiting the power or obligation of the corporation to indemnify
any person in accordance with the Pennsylvania Business Corporation Law as
amended from time to time or in accordance with any similar law adopted in lieu
thereof. The indemnification and advancement of expenses provided under this
Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
agreement, vote of shareholders or directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding that
office.

         Section 7. Indemnification Rights under Pennsylvania Business
Corporation Law. The corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the
Pennsylvania Business Corporation Law as amended from time to time or under any
similar law adopted in lieu thereof.

         Section 8. Reliance. Any person who shall serve as director, officer,
employee or agent of the corporation or who shall serve, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be deemed to do so
with knowledge of and in reliance upon the rights of indemnification



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<PAGE>




provided in this Article, in the Pennsylvania Business Corporation Law as
amended from time to time and in any similar law adopted in lieu thereof.

                                    INSURANCE
                                    ---------

         Section 9. Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability.

                       LIMITATION OF DIRECTORS' LIABILITY
                       ----------------------------------

         Section 10. Limitation of Directors' Liability. No director of this
corporation shall be personally liable for monetary damages as such for any
action taken or failure to take any action, on or after January 27, 1987, unless
(a) the director has breached or failed to perform the duties of his office
under Section 8363 of Title 42 of the Pennsylvania Consolidated Statutes
Annotated (relating to the standard of care and justifiable reliance of
directors); and (b) the breach or failure to perform constitutes self dealing,
willful misconduct or recklessness; provided, however, that the provisions of
this Section 10 shall not apply to the responsibility or liability of a director
pursuant to any criminal statute, or the liability of a director for the payment
of taxes pursuant to local, state or federal law.

                                  ARTICLE VIII
                               GENERAL PROVISIONS
                               ------------------

         Section 1. Dividends. Dividends upon the shares of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in its shares, subject to
the provisions of the articles of incorporation.

         Section 2. Reserves. 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 directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purposes as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

         Section 3. Annual Report. The directors shall send, or cause to be
sent, to the shareholders, within one hundred twenty (120) days after the close
of the fiscal year of the corporation, a financial report as of the closing date
of the preceding fiscal year.

         Section 4. Checks. All checks or demands for money and notes of the
corporation shall be signed manually or by facsimile signature of such officer
or officers or such other person or persons as the Board of Directors may from
time to time designate.

         Section 5. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

         Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania." The seal



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may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

         Section 7. Shareholder Equity Protection Act. In accordance with
Section 910A(1) of the PA Business Corporation Law, the provisions of Section
910 shall not apply to the corporation.

         Section 8.  1990 Anti-Takeover Amendments to Pennsylvania Business
Corporation Law.

         (a) The provisions of Section 1715 of Title 15 of the Pennsylvania
Consolidated Statutes shall be applicable to the corporation.

         (b) Subchapter G of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes as enacted by Act No. 36 of 1990, shall not be applicable
to the corporation.

         (c) Subchapter H of Chapter 25 of Title 15 of the Pennsylvania
Consolidated Statutes as amended by Act No. 36 of 1990, shall not be applicable
to the corporation.

                                   ARTICLE IX
                                   AMENDMENTS
                                   ----------

         Section 1. Amendments. These by-laws may be altered, amended or
repealed by a majority vote of the shareholders entitled to vote thereon 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 duly convened after notice to the directors of
that purpose, subject always to the power of the shareholders to change such
action by the directors.



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