PRIMESOURCE CORPORATION

                                     BYLAWS

                                    ARTICLE I

OFFICES

         Section 1. The  registered  office shall be provided by CT  Corporation
System in the  Commonwealth  of  Pennsylvania.  Solely for purposes of venue and
official  publication,  the registered office of the corporation shall be deemed
to be located in the City of Philadelphia, Philadelphia County.

         Section 2. 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.  All  meetings  of the  shareholders  shall be held at such
places  within or  without  the  Commonwealth  of  Pennsylvania  as the Board of
Directors may designate.

         Section 2. The annual meeting of the shareholders,  commencing with the
year 1994,  shall be held at such time and at such place as shall be  determined
by the Board, when they shall elect by a plurality vote a Board of Directors and
transact such other business as may properly be brought before the meeting.


         Section 3.  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,  Chief
Executive  Officer  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 (10) nor  more  than  sixty  (60)  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.


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         Section  4.  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 five (5)
days prior to the  meeting,  unless a greater  period of notice is  required  by
statute, to each shareholder.

         Section 5. The officer  having charge of the transfer  books for shares
of the  corporation  shall  prepare and make, at least ten (10) days before each
meeting of shareholders,  a complete list of the shareholders entitled to notice
of the  meeting  and a complete  list of  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 6. Business  transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

         Section  7. 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  bylaws.  The  shareholders  present  in  person  or by proxy at a duly
convened meeting can continue to do business until adjournment,  notwithstanding
withdrawal of enough shareholders to leave less than a quorum. 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 (15) days each as
the  holders  of a  majority  of the  shares  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. When a quorum is present or represented at any meeting,  the
acts of the  shareholders  present,  in person or by proxy,  entitled to cast at
least a majority of the votes  which all  shareholders  present are  entitled to
cast  shall be the acts of the  shareholders,  unless the  question  is one upon
which, by express  provision of the statutes or of the articles of incorporation
or of these  bylaws,  a different  vote is  required in which case such  express
provision shall govern and control the decision of such question.

         Section 9. Unless otherwise  provided in the articles of incorporation,
each shareholder shall, at every meeting of the shareholders, be entitled to one
(1) vote in person or by proxy for each share  having  voting power held by such
shareholder, but no proxy shall be voted on after three (3) 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 (10)  days next
preceding  the  date of  such  meeting  shall  not be  entitled  to vote at such
meeting.  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 (2) or more  candidates.  The candidates
receiving  the  highest  number  of votes up to the  number of  directors  to be
elected shall be elected.


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         Section  10. 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 (1) or three (3). If appointed at a
meeting  on the  request  of one (1) or more  shareholders  entitled  to vote or
proxies,  the majority of shares  present and  entitled to vote shall  determine
whether  one (1) or three (3)  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 (3) 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

DIRECTORS

         Section 1. The number of  directors  which shall  constitute  the Board
shall be nine  (9).  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.
The  directors  shall be  classified,  with  respect  to the time for which they
severally  hold  office,  into three (3)  classes,  as nearly equal in number as
possible,  as shall be provided in the manner specified in these bylaws; one (1)
class to hold office  initially  for a term  expiring  at the annual  meeting of
shareholders  to be held in 1995,  another class to hold office  initially for a
term expiring at the annual meeting of the  shareholders to be held in 1996, and
another class to hold office initially for a term expiring at the annual meeting
of  shareholders to be held in 1997. 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 each annual meeting of shareholders of the corporation  beginning
with the 1995 annual meeting, the class of directors then being elected shall be
elected to hold  office  for a term of office to expire at the third  succeeding
annual meeting of shareholders  after their election.  Subject to any provisions
contained in these bylaws relating to mandatory retirement,  each director shall
hold office for the term for which elected and until his or her successor  shall
have been elected and qualified.

         Section  2.  Except  as  otherwise   prescribed   in  the  articles  of
incorporation,  notwithstanding  anything  contained  in  these  bylaws  to  the
contrary, and notwithstanding the fact that a lesser percentage may be permitted
by law,  the  affirmative  vote  of the  holders  of not  less  than  80% of the
outstanding shares of Voting Stock (as defined in the articles of incorporation)
of the  corporation,  subject to the  provisions of any  preferred  stock of the
corporation  which may at the time be  outstanding,  voting together as a single

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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 bylaws to the contrary, and notwithstanding the fact
that a lesser  percentage may be permitted by law, the  affirmative  vote of the
holders  of not less than 80% of the  outstanding  shares  of  Voting  Stock (as
defined in the articles of  incorporation)  of the  corporation,  subject to the
provisions of any preferred  stock of the  corporation  which may at the time be
outstanding,  voting  together  as a single  class,  shall be required to alter,
amend or adopt any  provisions  inconsistent  with, or repeal this Section 2, or
any provision hereof at any annual or special meeting of shareholders; provided,
however,  that if  there  is a  shareholder  of the  corporation  which is a 10%
Shareholder  (as defined in the  articles of  incorporation)  such 80% vote must
include the affirmative  vote of at least  two-thirds of the outstanding  Voting
Stock (as defined in the articles of incorporation)  held by shareholders  other
than the 10% Shareholder.

         Section 3. 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 4. The business and affairs of the corporation shall be managed
under the  direction  of 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  bylaws  directed or
required to be exercised  and done by the  shareholders.  Directors  need not be
shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 5. The Board of Directors of the corporation may hold meetings,
both  regular  and  special,  either  within  or  without  the  Commonwealth  of
Pennsylvania.

         Section 6. The first  meeting of each newly  elected Board of Directors
shall be held at the same  place  as,  and  immediately  following,  the  annual
meeting of the shareholders, 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.  Regular  meetings  of the Board of  Directors  may be held
without  notice at such time and place as shall from time to time be  determined
by the Board.

         Section 8. 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 or by telegram; special meetings shall be called by
the Chief  Executive  Officer 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.


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         Section 9. 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  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 10. Any action  required or  permitted to be taken at a meeting
of the  directors or any  committee  thereof may be taken  without a meeting if,
prior  or  subsequent  to the  action,  all the  directors  shall  severally  or
collectively  consent in writing to any such action  taken or to be taken by the
corporation,  and such action shall be as valid a corporate  action as though it
had been authorized at a meeting of the Board of Directors.

         Section 11. 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 12. 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. Participation in a meeting pursuant to this section
shall constitute presence in person at the meeting.

NOMINATING COMMITTEE

         Section 13. The Board of Directors  shall,  by  resolution  passed by a
majority of the whole Board,  designate a nominating  committee which shall have
the  exclusive  power  to  nominate   persons  to  serve  as  directors  of  the
corporation.  All  nominations  by the  nominating  committee  shall require the
unanimous vote of all members of the committee,  and all such nominations  shall
be subject to approval of the Board of Directors.  The members of the nominating
committee  designated  after the adoption of this Article III,  Section 13 shall
serve for an initial term of two years.

OTHER COMMITTEES

         Section  14. The Board of  Directors  may,  by  resolution  passed by a
majority  of the whole  Board,  designate  one or more  other  committees,  each
committee  to consist of two or more of the  directors of the  corporation.  Any
committee,  to the extent provided in the authorizing  resolutions of the Board,
shall  have  and  exercise  the  authority  of the  Board  of  Directors  in the
management  of  the  business  affairs  of  the  corporation.  Vacancies  in the
membership  of any  committee  shall be filled by the  Board of  Directors  at a
regular  or  special  meeting  of the  Board  of  Directors.  The  committee  or
committees designated shall keep regular minutes of its or their proceedings and
report the same to the Board when required.

COMPENSATION OF DIRECTORS

         Section  15. The Board of  Directors  shall have the power to fix,  and
from  time  to  time  to  change,  the  compensation  of  the  directors  of the

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corporation, which compensation may include an annual retainer fee and a fee for
attendance at regular or special  meetings of the Board and of any committees of
the Board.

MANDATORY RETIREMENT

         Section  16.  The term of office of each  director  of the  corporation
shall  automatically  expire  as of the  date  of the  next  annual  meeting  of
shareholders  immediately  following the date of such  director's 72nd birthday,
regardless of whether the term of office of said director  would  otherwise have
expired at such annual meeting. Notwithstanding the foregoing sentence, the term
of office of Richard E.  Engebrecht may extend beyond this mandatory  retirement
date if and as  extended  on a year to year  basis  by  action  of the  Board of
Directors.

                                   ARTICLE IV

NOTICES

         Section 1. Notices to directors  and  shareholders  shall be in writing
and  delivered  either  personally  or by sending  such notice by first class or
express  mail,   postage  prepaid,   or  by  telegram  (with  messenger  service
specified), telex or TWX (with answer back received) or courier service, charges
prepaid, or by telecopier, to their respective addresses (or to their respective
telex,  TWX,  telecopier  or  telephone  number)  appearing  on the books of the
corporation  or,  in  the  case  of  directors,  supplied  by  him or her to the
corporation  for the  purpose of notice.  Notice by mail,  telegraph  or courier
service shall be deemed to be given at the time when the same shall be deposited
in the United  States  mail or with a  telegraph  office or courier  service for
delivery to that person or, in the case of telex or TWX, when dispatched. Notice
to directors may also be given by telegram.

         Section  2.  Whenever  any  notice is  required  to be given  under the
provisions  of the  statutes  or of the  articles of  incorporation  or of these
bylaws,  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. The officers of the corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, a Chief Executive  Officer, a
President, a Vice-President, a Secretary and a Treasurer. The Board of Directors
may also choose a Vice Chairman and additional  vice-presidents  and one or more
assistant  secretaries  and assistant  treasurers.  Any number of offices may be
held by the same person.

         Section  2. The  Board of  Directors,  immediately  after  each  annual
meeting of  shareholders,  shall elect a Chairman of the Board.  The Board shall

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also annually choose a Chief Executive Officer, a President, a Vice-President, a
Secretary and a Treasurer who need not be members of the Board.

         Section 3. The Board of Directors  may 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.

         Section 4. The compensation of all officers of the corporation shall be
fixed by the Board of Directors or a duly authorized committee.

         Section 5. The  officers of the  corporation  shall hold  office  until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of  Directors  may be  removed  at any time by the  affirmative  vote of a
majority of the Board of Directors.  Any vacancy  occurring in the office of any
officer or agent of the  corporation  shall be filled by the Board of Directors,
and such successor  officer or agent shall hold office for the unexpired term in
respect of which the vacancy occurred.

CHAIRMAN OF THE BOARD

         Section 6. The Chairman of the Board shall  preside,  when present,  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 from time to time prescribe. The Chairman of the Board need not be
an employee of the corporation.

VICE CHAIRMAN

         Section 7. The Vice Chairman  shall,  in the absence of the Chairman of
the Board,  preside, when present, 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 from time to time prescribe. The
Vice Chairman need not be an employee of the corporation.

CHIEF EXECUTIVE OFFICER

         Section 8. 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 Vice 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.

         Section 9. 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.


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THE PRESIDENT

         Section 10. The President shall be the chief  operating  officer of the
corporation,  shall,  under the direction of the Chief  Executive  Office,  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.

THE VICE-PRESIDENTS

         Section 11. 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.

THE SECRETARIES AND ASSISTANT SECRETARIES

         Section 12. 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  committees  of the
Board of Directors 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 Chief  Executive  Office,  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 13. 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.

THE TREASURER AND ASSISTANT TREASURERS

         Section 14. 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.

         Section 15. He shall  disburse the funds of the  corporation  as may be
ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and 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.


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         Section 16. If required  by the Board of  Directors,  he 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  17. 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.

VACANCIES

         Section  18. If the office of any officer or agent  becomes  vacant for
any reason,  the Board of Directors  may choose a successor or  successors,  who
shall hold  office  for the  unexpired  term in  respect  of which such  vacancy
occurred.

                                   ARTICLE VI

CERTIFICATES OF SHARES

         Section  1. 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.

         Section  2.  Every  share  certificate  shall be  signed  by the  Chief
Executive  Officer or President  and the  Secretary  or  Treasurer  and shall be
sealed with the corporate seal which may be facsimile, engraved or printed.

         Section 3. Where a certificate is signed (1) by a transfer agent or (2)
by a transfer  agent  and/or  registrar,  the  signature  of the officers of the
corporation  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.


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LOST OR DESTROYED CERTIFICATES

         Section 4. 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.

TRANSFER OF SHARES

         Section 5. 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.

CLOSING OF TRANSFER BOOKS

         Section 6. The Board of Directors may fix a time,  not more than ninety
(90) days,  prior to the date of any meeting of  shareholders  or the date fixed
for the payment of any dividend or distribution or the date for the allotment of
rights or the date when any change or  conversion  or exchange of shares will be
made  or go  into  effect,  as a  record  date  for  the  determination  of  the
shareholders  entitled to notice of and to vote at any such  meeting or entitled
to receive  payment of any such dividend or  distribution or to receive any such
allotment  of rights or to  exercise  the rights in respect to any such  change,
conversion or exchange of shares.  In such case only such  shareholders as shall
be  shareholders  of record on the date so fixed  shall be entitled to notice of
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 (10) days before the closing thereof to each  shareholder of record at
the address  appearing on the records of the  corporation  or supplied by him to
the corporation for the purposes of notice.

REGISTERED SHAREHOLDERS

         Section 7. 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 amounts to bad faith.
<PAGE>

                                   ARTICLE VII

INDEMNIFICATION AND INSURANCE; LIMITATION OF DIRECTORS' LIABILITY

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

         Section 1. The  corporation  shall  indemnify  any person who was or is
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
reasonably  cause to believe his 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.

         Section 2. 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 3. Indemnification under Sections 1 and 2 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 shareholders.

         Section   4.  In   addition   to  and   notwithstanding   the   limited
indemnification  provided in Section 1, 2 and 3 of this Article, the corporation

<PAGE>

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 4 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 5. Expenses  incurred in defending a civil or criminal  action,
suit or proceeding of the kind  described in Sections 1, 2 and 4 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 6. 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 person.

         Section 7. 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 8. 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 9. 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.

INSURANCE

         Section 10. 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

<PAGE>

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.

                                  ARTICLE VIII

GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1.  Dividends upon the shares of the  corporations,  subject to
the provisions of the articles of incorporation,  if applicable, 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. 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.

FINANCIAL REPORT TO SHAREHOLDERS

         Section  3. 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.

CHECKS

         Section 4. 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.

FISCAL YEAR

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

SEAL
<PAGE>

         Section 6. 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.

EMERGENCY BYLAWS

         Section  7.  The  Board  of  Directors  of the  corporation  may  adopt
emergency  bylaws,  subject  to repeal or change by action of the  shareholders,
which shall,  notwithstanding any different provisions of law or of the articles
of  incorporation or these bylaws,  be effective during any emergency  resulting
from an attack on the United States, a nuclear  disaster or another  catastrophe
as a result of which a quorum of the Board  cannot  be  readily  assembled.  The
emergency  bylaws may make any provision that may be practical and necessary for
the circumstances of the emergency.

                                   ARTICLE IX

AMENDMENTS

         Section  1. These  bylaws 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.

 *      *      *      *      *      *      *     *      *      *      *      *

As amended through March 2, 1999.