**Exhibit
      3.1**






TASTY
        BAKING COMPANY
 _________________
 
 BY-LAWS
 _________________
 
 
 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 or at such other place as the
        Board
        of Directors may, from time to time, designate. 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. Nominations of persons for election to the Board of
        Directors of the Company and the proposal of business to be considered by
        shareholders at an annual meeting of the shareholders may be made (a) pursuant
        to the Company’s notice of meeting, (b) by or at the direction of the Board of
        Directors or (c) by any shareholder of the Company who was a shareholder
        of
        record at the time of giving of notice provided for in this Article II, Section
        2, who is entitled to vote at the meeting and who complies with the notice
        procedures set forth in this Article II Section 2.
 
 For
        nominations or other business to be properly brought before an annual meeting
        by
        a shareholder pursuant to clause (c) of Section 2 of this Article II, the
        shareholder must have (1) given timely notice thereof in writing to the
        Secretary of the Company, and (2) such other business must otherwise be a
        proper
        matter for shareholder action. To be timely, a shareholder’s notice shall be
        delivered to the Secretary at the principal office of the Company, not later
        than the close of business on the ninetieth (90 th) day nor
        earlier than the close of business on the one hundred and twentieth (120th)
        day
        prior to the first anniversary of the preceding year’s annual meeting;
        providing, however, that in the event that no annual meeting was held in
        the
        previous year or the date of the annual meeting has been changed by more
        than
        thirty (30) days from the first anniversary date of the preceding year’s annual
        meeting, notice by the shareholder to be timely must be so received not earlier
        than the close of business on the one hundred and twentieth (120th)
        day
        prior to such annual meeting or the tenth (10th)
        day
        following the day on which the public announcement of the date of such annual
        meeting is first made by the corporation. In no event shall the adjournment
        of
        an annual meeting commence a new time period for the giving of shareholder’s
        notice as described above.
   1
   
 A
        shareholder’s notice to the Secretary shall set forth (a) as to each person whom
        the shareholder proposes to nominate for election or re-election as a director
        all information relating to such person that is required to be disclosed
        in
        solicitations of proxies for election of directors, or is otherwise required,
        in
        each case pursuant to Regulation 14A under the Securities Exchange Act of
        1934,
        as amended (the “1934 Act”), (including such person’s written consent to being
        named in the proxy statement as a nominee and to serving as a director if
        elected); and (b) as to any other business that the shareholder proposes
        to
        bring before the annual meeting: (i) a brief description of the business
        desired
        to be brought before the annual meeting, the reasons for conducting such
        business at the annual meeting and any material interest in such business
        of
        such shareholder and the beneficial owner, if any, on whose behalf the proposal
        is made, and (c) as to the shareholder giving the notice and the beneficial
        owner, if any, on whose behalf the nomination or proposal is made, (i) the
        name
        and address of such shareholder, as they appear on the Company’s books, and of
        such beneficial owner, (ii) the class and number of shares of the Company
        which
        are owned beneficially and of record by each of such shareholder and such
        beneficial owner and (iii) any other information that is required to be provided
        by the shareholder pursuant to Regulation 14A under the 1934 Act, in his
        capacity as a proponent to a shareholder proposal.
 
 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. Nominations of persons for election
        to the Board of Directors may be made at a special meeting of shareholders
        at
        which directors are to be elected pursuant to the Company’s notice of meeting
        (a) by or at the direction of the Board of Directors or (b) by any shareholder
        of the Company who is a shareholder of record at the time of giving of notice
        provided for in this Article II, Section 3, who shall be entitled to vote
        at the
        meeting and who complies with the notice procedures set forth in this Article
        II, Section 3. In the event a special meeting of shareholders is called for
        the
        purpose of electing one or more directors to the Board of Directors, any
        such
        shareholder may nominate a person or persons (as the case may be) for election
        to such positions, as specified in the Company’s notice of meeting, if the
        shareholder’s notice complying with the requirements of this Article II is
        delivered to the Secretary at the principal office of the Company not earlier
        than the close of business on the one hundred twentieth (120 th )
        day
        prior to such special meeting and not later than the close of business on
        the
        later of the ninetieth (90 th )
        day
        prior to such special meeting or the tenth (10 th )
        day
        following the day on which public announcement is first made of the date
        of the
        special meeting. In no event shall the adjournment of a special meeting commence
        a new time period for the giving of a shareholder’s notice as described
        above.
 
 Section
        4. General.
 
 (A)
        Only
        person nominated in accordance with the procedures set forth in this Article
        II
        shall be eligible to serve on the Board of Directors and only such business
        shall be conducted at a meeting of shareholders as shall have been properly
        brought before the meeting in accordance with the procedures set forth in
        this
        Article II. Except as otherwise provided by law, the Articles of Incorporation
        or these By-laws, the chairman of the meeting shall have the power and duty
        to
        determine whether a nomination or any business proposed to be brought before
        the
        meeting was made in accordance with the procedures prescribed by this Article
        II
        and, if any proposed nomination or business is not in compliance with this
        Article II, to declare at the meeting that the defective nomination or proposal
        shall be disregarded.
   2
 
 (B).
        For
        purposes of this By-law, “public announcement” shall mean disclosure in a press
        release reported by the Dow Jones News Service, Associated Press, Business
        Wire,
        PR Newswire, or comparable national news service or in a document publicly
        filed
        by the corporation with the Securities and Exchange Commission pursuant to
        Section 13, 14 or 15(d) of the 1934 Act.
 
 (C)
        Notwithstanding the foregoing provisions of this By-law, a shareholder shall
        also comply with all applicable requirements of the 1934 Act and the rules
        and
        regulations thereunder with respect to the matters set forth in this Article
        II.
        Nothing in this Article II shall be deemed to affect any right of shareholders
        to request inclusion of proposals in the Company’s proxy statement pursuant to
        Rule 14a-8 under the 1934 Act.
 
 Section
        5. 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
        6. 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
        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
        7. 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
        8. 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.
   3
 
 Section
        9. 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
        10. 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.
 
 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.
   4
 
 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.
 
 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.
   5
 
 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.
 
 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.
 
 Section
        15. Director
        Emeritus. Upon
        retirement from the Board of Directors, the Board of Directors may elect
        a
        director to the position of Director Emeritus. The Director Emeritus shall
        serve
        for a one year term and may be re-elected by the Board of Directors for one
        further one year term but may not serve for more than two such one year terms.
        The Director Emeritus (i) shall not be entitled to receive the directors’ annual
        retainer fee, (ii) shall be entitled to attend meetings of the Board of
        Directors and to be paid the regular attendance fee therefore, and (iii)
        shall
        have no vote at such meetings or responsibility for actions taken by the
        Board
        of Directors.
  6
  
 
 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 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.
   7
 
 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.
 
 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.
   8
  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 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.
   9
  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 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.
   10
   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 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.
   11
  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.
  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
        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.
   12
  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 .
     13