COMCAST CORPORATION

                                     BY-LAWS

                               AS OF MARCH 4, 1999



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                         AMENDED AND RESTATED BYLAWS OF
                               COMCAST CORPORATION

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                               ARTICLE I - OFFICES

     Section 1-1.  Registered  Office.  The registered office of the Corporation
shall be located within the  Commonwealth  of  Pennsylvania at such place as the
Board of Directors  (hereinafter  referred to as the "Board of Directors" or the
"Board") shall determine from time to time.

     Section 1-2. Other Offices.  The  Corporation may also have offices at such
other places,  within or without the Commonwealth of Pennsylvania,  as the Board
of Directors may determine from time to time.

                      ARTICLE II - MEETINGS OF SHAREHOLDERS

     Section 2-1. Place of Meetings of  Shareholders.  Meetings of  shareholders
shall  be  held  at  such  places,   within  or  without  the   Commonwealth  of
Pennsylvania, as may be fixed from time to time by the Board of Directors. If no
such  place is fixed by the Board of  Directors,  meetings  of the  shareholders
shall be held at the registered office of the Corporation.

     Section 2-2. Annual Meeting of Shareholders.

          (a) Time. A meeting of the  shareholders of the  Corporation  shall be
held in each  calendar  year,  on such  date  and at such  time as the  Board of
Directors may  determine,  or if the Board of Directors  fails to set a date and
time,  on the second  Thursday of June at 9:00 o'clock a.m., if not a holiday on
which national banks are or may elect to be closed ("Holiday"),  and if such day
is a Holiday,  then such meeting  shall be held on the next business day at such
time.

          (b) Election of Directors. At such annual meeting, there shall be held
an  election  of  Directors  to  serve  for the  ensuing  year and  until  their
successors  shall have been selected and qualified or until their earlier death,
resignation or removal.

     Section 2-3. Special Meetings of Shareholders. Except as expressly required
by law, special meetings of the shareholders may be called at any time, but only
by:

                                                                                
                    (i)  the  Chairman  of the  Board  or the  President  of the
Corporation; or

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                    (ii) by the Board of Directors.

     Upon the written request of any person who has called a special meeting and
is entitled to do so,  under  these  Bylaws or  applicable  law,  which  request
specifies  the general  nature of the business to be transacted at such meeting,
it shall be the duty of the  Secretary  to fix the date,  time and place of such
meeting,  which  shall be held no more than 60 days  after the  receipt  of such
request,  and to give due notice  thereof as  required  by Section  2-4  hereof;
provided,  however,  that if the Board of Directors  or the officer  calling the
meeting fixes the time and place of the meeting, the Secretary shall give notice
of the date, time and place of the meeting as fixed by the Board of Directors or
officer  calling the meeting.  If the  Secretary  neglects or refuses to fix the
time and place of such meeting within one day after receipt of such request, the
person or persons calling the meeting may do so.

     Section 2-4. Notices of Meetings of Shareholders. Written notice, complying
with Article VI of these Bylaws,  of any meeting of the  shareholders,  shall be
given to each shareholder of record entitled to vote at the meeting,  other than
those excepted by Section 1707 of the Pennsylvania  Business  Corporation Law of
1988, as amended (the  "Pennsylvania  BCL"), at least five days prior to the day
named  for  the  meeting  (10  days in the  case  of a  meeting  to  consider  a
fundamental change under Chapter 19 of the Pennsylvania BCL), except as provided
in  Section  6-6.  Such  notices  may be given by, or at the  direction  of, the
Secretary or other  authorized  person.  If the  Secretary  or other  authorized
person  neglects or refuses to give notice of a meeting within one day after the
date,  time and place of the  meeting  have been  fixed,  the  person or persons
calling the meeting may do so.

     Section 2-5. Quorum of and Action by Shareholders.

          (a) General Rule. A meeting of  shareholders  duly called shall not be
organized for the transaction of business unless a quorum is present,  in person
or by  proxy,  as to at least one of the  matters  to be  considered.  Except as
provided in subsections  (c), (d) and (e) of this Section 2-5, the presence,  in
person or by proxy, of shareholders  entitled to cast at least a majority of the
votes that all  shareholders  are entitled to cast on a particular  matter to be
acted  upon  at the  meeting  shall  constitute  a  quorum  for the  purpose  of
consideration  of and  action  on the  matter.  To the  extent  that a quorum is
present with respect to  consideration  of and action on a particular  matter or
matters  but  a  quorum  is  not  present  as  to  another  matter  or  matters,
consideration  of and  action  on the  matter or  matters  for which a quorum is
present may occur, and, after such  consideration and action, the meeting may be
adjourned  for  purposes  of the  consideration  of and  action on the matter or
matters for which a quorum is not present.

          (b) Action by Shareholders.  Except as otherwise specifically provided
by law, all matters coming before a meeting of shareholders  shall be determined
by a vote of shares. Except as otherwise provided by a resolution adopted by the
Board of Directors,  by the  Pennsylvania  BCL or by these Bylaws,  whenever any
corporate action is to be taken by vote of

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the shareholders of the Corporation at a duly organized meeting of shareholders,
it shall be  authorized  by a majority  of the votes cast at the  meeting by the
holders of shares entitled to vote with respect to such matter.

          (c) Continuing  Quorum.  The shareholders  present at a duly organized
meeting can  continue  to do business  until  adjournment,  notwithstanding  the
withdrawal of enough shareholders to leave less than a quorum.

          (d) Election of Directors at Adjourned  Meetings.  Those  shareholders
who  attend  a  meeting  called  for the  election  of  Directors  that has been
previously  adjourned for lack of a quorum (whether with respect to a particular
matter or all matters to be considered and acted upon at such meeting), although
less than a quorum as fixed in subsection (a), shall  nevertheless  constitute a
quorum for the purpose of electing Directors at such reconvened meeting.

          (e)  Conduct  of  Other   Business  at   Adjourned   Meetings.   Those
shareholders entitled to vote who attend a meeting of shareholders that has been
previously  adjourned  for one or more  periods  aggregating  at  least  15 days
because of an absence of a quorum  (whether with respect to a particular  matter
or all matters to be considered and acted upon at such  meeting),  although less
than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum
for the  purpose of acting upon any matter set forth in the notice of meeting if
the notice states that those shareholders who attend the adjourned meeting shall
nevertheless constitute a quorum for the purpose of acting upon the matter.

     Section 2-6. Adjournments.

          (a) General Rule.  Adjournments  of any regular or special  meeting of
shareholders,  including one at which Directors are to be elected,  may be taken
for such periods as the shareholders present and entitled to vote shall direct.

          (b) Lack of Quorum. Without limiting the generality of Section 2-6(c),
if a  meeting  cannot be  organized  because a quorum  has not  attended,  those
present may, except as otherwise  provided in the Pennsylvania  BCL, adjourn the
meeting  to such time and place as they may  determine.  To the  extent,  as set
forth  in  Section  2-5(a),  that a  quorum  was not  present  with  respect  to
consideration  of  and  action  on a  particular  matter  at a duly  called  and
organized  meeting,  consideration of and action on such matter may be adjourned
to such date, time and place as those present may determine,  and the balance of
the matters to be  considered at such meeting for which a quorum was present may
be considered and acted upon at the initial meeting.

          (c) Notice of an Adjourned Meeting.  When a meeting of shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the

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business to be transacted at an adjourned meeting, other than by announcement at
the  meeting at which the  adjournment  is taken,  unless the Board  fixes a new
record date for the adjourned meeting.

     Section 2-7. Voting List, Voting and Proxies.

          (a) Voting List.  The officer or agent  having  charge of the transfer
books  for  shares  of  the  Corporation  shall  make  a  complete  list  of the
shareholders  entitled  to vote at any  meeting  of  shareholders,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
The list  shall be  produced  and kept open at the  date,  time and place of the
meeting and shall be subject to the  inspection  of any  shareholder  during the
whole  time  of the  meeting  for  the  purposes  thereof  except  that,  if the
Corporation  has 5,000 or more  shareholders,  in lieu of the making of the list
the Corporation may make the information therein available at the meeting by any
other means.

          (b) Method of Voting.  At the discretion of the presiding officer of a
meeting of  shareholders,  (i) in elections for directors  voting need not be by
ballot but may be taken by voice unless a shareholder  demands,  before the vote
begins,  that it be taken by ballot and (ii) with respect to any other action to
be taken by vote at the meeting, as set forth in Section 2-5(b), voting need not
be by ballot  but may be taken by voice,  to the  fullest  extent  permitted  by
applicable law (including the Pennsylvania BCL).

          (c) Proxies. At all meetings of shareholders, shareholders entitled to
vote may  attend and vote  either in person or by proxy.  Every  proxy  shall be
executed in writing by the shareholder or by such  shareholder's duly authorized
attorney-in-fact  and shall be filed with the  Secretary of the  Corporation.  A
proxy  transmitted  by  telegram,   telex,   cablegram,   datagram,  or  similar
transmission,  or any  other  communication  method  authorized  by law for this
purpose   pursuant   to   the   Pennsylvania   BCL,   from  a   shareholder   or
attorney-in-fact,  or a photographic,  facsimile,  or similar  reproduction of a
proxy in writing executed by a shareholder or  attorney-in-fact,  may be treated
as  properly  executed  in writing by the Judge or Judges of  Election  in their
discretion and shall be treated as properly executed in writing if it sets forth
a confidential and unique  identification  number or other mark furnished by the
Corporation  to  the  shareholder  for  purposes  of  a  particular  meeting  or
transaction.  A proxy,  unless  coupled  with an interest (as defined in Section
1759(c) of the Pennsylvania  BCL),  shall be revocable at will,  notwithstanding
any other  agreement  or any  provision  in the proxy to the  contrary,  but the
revocation of a proxy shall not be effective  until written  notice  thereof has
been given to the Secretary of the Corporation.  An unrevoked proxy shall not be
valid after three years from the date of its  execution  unless a longer time is
expressly  provided  therein.  A proxy  shall  not be  revoked  by the  death or
incapacity of the maker  unless,  before the vote is counted or the authority is
exercised,  written  notice of the death or incapacity is given to the Secretary
of the Corporation.

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          (d) Judges of Election.  In advance of any meeting of  shareholders of
the  Corporation,  the Board of  Directors  may appoint  one or three  Judges of
Election, who need not be shareholders and who will have such duties as provided
in Section  1765(a)(3)  of the  Pennsylvania  BCL,  to act at the meeting or any
adjournment  thereof.  If one or three Judges of Election are not so  appointed,
the presiding  officer of the meeting may, and on the request of any shareholder
shall,  appoint  one or three  Judges of Election  at the  meeting.  In case any
person  appointed as a Judge of Election  fails to appear or refuses to act, the
vacancy may be filled by  appointment  made by the Board of Directors in advance
of the  convening of the meeting or at the meeting by the presiding  officer.  A
person who is a candidate  for office to be filled at the meeting  shall not act
as a Judge of Election.  Unless the  Pennsylvania  BCL permits  otherwise,  this
Section  2-7(d)  may be  modified  only  by a  Bylaw  amendment  adopted  by the
shareholders.

          (e) Action by Written Consents in Lieu of Meeting. Any action required
or  permitted  to be  taken  at a  meeting  of the  shareholders  or a class  of
shareholders  may be taken  without a meeting  if,  prior or  subsequent  to the
action,  a consent or consents  thereto in writing,  setting forth the action so
taken,  shall be signed by all of the shareholders who would be entitled to vote
at a meeting  for such  purpose  and shall be filed  with the  Secretary  of the
Corporation.  Insertion  in the minute book of the  Corporation  shall be deemed
filing with the  Secretary  regardless  of whether the  Secretary  or some other
authorized person has actual possession of the minute book.  Written consents by
all of the shareholders executed pursuant to this Section 2-7(e) may be executed
in any number of counterparts  and shall be deemed  effective as of the date set
forth therein.  No action  required or permitted to be taken at a meeting of the
shareholders or a class of shareholders may be taken without a meeting except as
provided  in  this  Section  2-7(e)  upon  the  unanimous   written  consent  of
shareholders.

     Section 2-8.  Participation in Meetings by Conference Equipment.  The Board
of Directors may permit,  by resolution with respect to a particular  meeting of
the shareholders,  or the presiding  officer of such meeting may permit,  one or
more  persons  to  participate  in  that  meeting,  count  for the  purposes  of
determining a quorum and exercise all rights and privileges to which such person
might be entitled were such person personally in attendance, including the right
to vote, by means of conference telephone or similar communications equipment by
means of which all  persons  participating  in the  meeting can hear each other.
Unless the Board of Directors so permits by resolution, or the presiding officer
of such  meeting  so  permits,  no person  may  participate  in a meeting of the
shareholders  by  means  of  conference  telephone  or  similar   communications
equipment.

     Section  2-9.  Business at Meetings of  Shareholders.  Except as  otherwise
provided by law (including but not limited to Rule 14a-8  promulgated  under the
Securities  and Exchange Act of 1934,  as amended,  or any  successor  provision
thereto)  or in these  Bylaws,  the  business  which shall be  conducted  at any
meeting of the shareholders  shall (a) have been specified in the written notice
of the meeting (or any supplement  thereto) given by the Corporation,  or (b) be
brought before the meeting at the direction of the Board of Directors, or 

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(c) be brought before the meeting by the presiding officer of the meeting unless
a  majority  of the  Directors  then in  office  object to such  business  being
conducted  at the  meeting,  or (d) in the case of any  matters  intended  to be
brought by a shareholder  before an annual meeting of shareholders  for specific
action at such  meeting,  have been  specified in a written  notice given to the
Secretary of the Corporation,  by or on behalf of any shareholder who shall have
been a  shareholder  of record on the record date for such meeting and who shall
continue  to  be  entitled  to  vote  thereat  (the  "Shareholder  Notice"),  in
accordance with all of the following requirements:

                    (i) Each Shareholder  Notice must be delivered to, or mailed
and received at, the principal  executive  offices of the Corporation (a) in the
case of an  annual  meeting  that is  called  for a date  that is within 30 days
before or after the anniversary date of the immediately preceding annual meeting
of  shareholders,  not less  than 60 days nor  more  than 90 days  prior to such
anniversary  date, and (b) in the case of an annual meeting that is called for a
date that is not  within 30 days  before  or after the  anniversary  date of the
immediately  preceding  annual meeting,  not later than the close of business on
the tenth day  following  the day on which notice of the date of the meeting was
mailed or  public  disclosure  of the date of the  meeting  was made,  whichever
occurs first; and

                    (ii) Each such  Shareholder  Notice must set forth:  (a) the
name and address of the shareholder who intends to bring the business before the
meeting;  (b) the general nature of the business which such shareholder seeks to
bring before the meeting and the text of the resolution or resolutions which the
proposing   shareholder   proposes  that  the  shareholders  adopt;  and  (c)  a
representation  that the  shareholder  is a holder of record of the stock of the
Corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to bring the business specified in the notice before the
meeting.  The  presiding  officer  of the  meeting  may,  in  his  or  her  sole
discretion,  refuse to acknowledge  any business  proposed by a shareholder  not
made in compliance with the foregoing procedure.

                        ARTICLE III - BOARD OF DIRECTORS

     Section 3-1.

          (a)  General  Powers.  Except as  otherwise  provided  by law or these
Bylaws,  all  powers  of the  Corporation  shall be  exercised  by or under  the
authority of, and the business and affairs of the  Corporation  shall be managed
under the  direction  of, the Board of Directors.  Unless the  Pennsylvania  BCL
permits otherwise, this Section 3-1(a) may be modified only by a Bylaw amendment
adopted by the shareholders.

          (b) Number.  The number of members of the Board of Directors  shall be
as determined by the Board of Directors from time to time.

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          (c) Vacancies. Each Director shall hold office until the expiration of
the term for which such person was  selected and until such  person's  successor
has  been  selected  and  qualified  or  until  such  person's   earlier  death,
resignation  or removal.  Any  vacancies  on the Board of  Directors,  including
vacancies  resulting from an increase in the number of Directors,  may be filled
by a majority  vote of the  remaining  members of the Board  (though less than a
quorum) or by a sole remaining  Director or by the  shareholders and each person
so selected shall be a Director to serve for the balance of the unexpired term.

          (d) Removal.  The entire Board of Directors or any individual Director
may be removed from office with or without  assigning any cause,  by the vote of
the shareholders entitled to elect directors.

          (e)  Qualification.  A Director  must be a natural  person at least 18
years of age.

     Section 3-2.  Place of Meetings.  Meetings of the Board of Directors may be
held at such place within or without the  Commonwealth  of  Pennsylvania  as the
Board of Directors  may appoint from time to time or as may be designated in the
notice of the meeting.

     Section 3-3. Regular Meetings.  A regular meeting of the Board of Directors
shall  be  held  annually,  immediately  following  the  annual  meeting  of the
shareholders,  at the place where such meeting of the shareholders is held or at
such other place and time after the annual meeting of  shareholders as the Board
of Directors may designate.  At such meeting, the Board of Directors shall elect
officers of the Corporation.  In addition to such regular meeting,  the Board of
Directors shall have the power to fix by resolution the place,  date and time of
other regular meetings of the Board of Directors.

     Section 3-4. Special  Meetings.  Special meetings of the Board of Directors
shall be held whenever  ordered by the Chairman of the Board,  by the President,
or by the majority of the Board of Directors.

     Section  3-5.  Participation  in  Meetings  by  Conference  Equipment.  Any
Director  may  participate  in any meeting of the Board of  Directors  or of any
committee  (provided  such Director is otherwise  entitled to  participate),  be
counted for the purpose of  determining a quorum thereof and exercise all rights
and  privileges  to which such  Director  might be entitled  were such  Director
personally  in  attendance,  including  the right to vote,  or any other  rights
attendant  to  presence  in  person  at such  meeting,  by means  of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other.

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     Section 3-6. Notices of Meetings of Board of Directors.

          (a) Regular  Meetings.  No notice shall be required to be given of any
regular meeting,  unless the same is held at other than the place,  date or time
for  holding  such  meeting as fixed in  accordance  with  Section  3-3 of these
Bylaws,  in which event one day's notice shall be given of the place and time of
such meeting complying with Article VI of these Bylaws.

          (b) Special Meetings.  Written notice stating the place, date and time
of any special meeting of the Board of Directors shall be sufficient if given at
least one day,  as provided in Article VI, in advance of the date and time fixed
for the meeting.

     Section 3-7.  Quorum;  Action by the Board of Directors.  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 and
voting at a meeting at which a quorum is present  shall be the acts of the Board
of Directors.  If there is no quorum  present at a duly convened  meeting of the
Board of  Directors,  the majority of those present may adjourn the meeting from
place to place and from time to time.

     Section 3-8. Informal Action by the Board of Directors. Any action required
or  permitted  to be taken at a meeting of the Board of  Directors  may be taken
without a meeting if, prior or  subsequent to the action,  a written  consent or
consents  thereto by all of the  Directors in office is filed with the Secretary
of the  Corporation.  In addition  to other means of filing with the  Secretary,
insertion in the minute book of the Corporation  shall be deemed filing with the
Secretary  regardless of whether the Secretary or some other  authorized  person
has actual possession of the minute book. Written consents by all the Directors,
executed  pursuant  to this  Section  3-8,  may be  executed  in any  number  of
counterparts and shall be deemed effective as of the date set forth therein.

     Section 3-9. Committees.

          (a)  Establishment   and  Powers.   The  Board  of  Directors  of  the
Corporation may, by resolution adopted by a majority of the Directors in office,
establish  one or more  committees  to consist of one or more  Directors  of the
Corporation.  Any committee, to the extent provided in the applicable resolution
of the Board of Directors  or in the Bylaws,  shall have and may exercise all of
the powers and  authority  of the Board of  Directors,  except  that a committee
shall not have any power or authority as to the following:

                    (i) The submission to shareholders  of any action  requiring
approval of shareholders under the Pennsylvania BCL.

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                    (ii) The  creation or filling of  vacancies  in the Board of
Directors.

                    (iii) The adoption, amendment or repeal of the Bylaws.

                    (iv) The amendment or repeal of any  resolution of the Board
of Directors  that by its terms is amendable or repealable  only by the Board of
Directors.

                    (v) Action on matters  committed by the Bylaws or resolution
of the Board of Directors to another committee of the Board of Directors.
    
          (b) Executive Committee.  By approval of the resolution adopting these
Bylaws, the Board of Directors  confirmed and authorized the continued existence
of an Executive Committee of the Board of Directors, to consist of three members
elected  by the  Board,  who shall  serve in such  capacity  for so long as they
remain  Directors  or until  replaced by the Board.  The initial  members of the
Executive  Committee  shall be those  Directors  that have  been  most  recently
designated  by the Board of Directors to serve on the Executive  Committee.  The
Executive  Committee  shall  continue to exist from year to year until the Board
directs  otherwise  and, to the fullest extent  permitted by applicable  law, as
such law may change from time to time,  shall have all of the powers of the full
Board of Directors in the intervals  between meetings of the Board of Directors.
The  Executive  Committee  shall act by  majority  vote of its members and shall
otherwise  be  governed  by the Bylaws  pertaining  to  meetings of the Board of
Directors,  notice thereof, quorum, actions by unanimous consent in writing, and
all other matters, as set forth in Section 3-9(e) below.

          (c)  Alternate  Members.  The Board of Directors  may designate one or
more Directors as alternate  members of any committee who may replace any absent
or disqualified member at any meeting of the committee or for the purpose of any
written action by the committee.  In the absence or disqualification of a member
and alternate  member or members of a committee,  the member or members  thereof
present at any meeting and not  disqualified  from  voting,  whether or not such
member or members constitute a quorum, may unanimously  appoint another Director
to act at the meeting in the place of the absent or disqualified member.

          (d) Term. Each committee, including, without limitation, the Executive
Committee, of the Board of Directors shall serve at the pleasure of the Board of
Directors.

          (e) Status of  Committee  Action.  The term  "Board of  Directors"  or
"Board", when used in any provision of these Bylaws relating to the organization
or procedures of or the manner of taking action by the Board of Directors, shall
be  construed  to  include  and refer to the  Executive  Committee  or any other
committee of the Board of Directors. Any

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provision  of these  Bylaws  relating or  referring to action to be taken by the
Board of Directors or the procedure  required therefor shall be satisfied by the
taking of  corresponding  action by a committee of the Board of Directors to the
extent  authority  to take the action has been  delegated  to the  committee  in
accordance with this Section 3-9.

     Section 3-10. Nomination.  Nominations for the election of Directors may be
made by the  Board  of  Directors  or a  committee  appointed  by the  Board  of
Directors or by any  shareholder  of record  entitled to vote in the election of
Directors  generally  at the record  date of the meeting and also on the date of
the meeting at which  Directors  are to be  elected.  However,  any  shareholder
entitled to vote in the election of Directors generally may nominate one or more
persons for election as  Directors  at a meeting only if written  notice of such
shareholder's  intention  to  make  such  nomination  or  nominations  has  been
delivered  personally to, or been mailed to and received by the  Corporation at,
the principal  executive offices of the Corporation,  addressed to the attention
of the  President,  (a) with  respect  to an  election  to be held at an  annual
meeting  that is called  for a date  that is within 30 days  before or after the
anniversary  date of the immediately  preceding  annual meeting of shareholders,
not less than 90 days nor more than 120 days prior to such anniversary date, and
(b) with respect  either to an election to be held at an annual  meeting that is
called  for a date that is not  within 30 days  before or after the  anniversary
date of the immediately  preceding  annual  meeting,  or to a special meeting of
shareholders  called for the purpose of electing  Directors,  not later than the
close of business on the tenth day following the day on which notice of the date
of the  meeting was mailed or public  disclosure  of the date of the meeting was
made, whichever occurs first. Each such notice shall set forth: (i) the name and
address of the shareholder intending to make the nomination and of the person or
persons to be nominated;  (ii) a representation that the shareholder is a holder
of record of shares of the  Corporation  entitled  to vote at such  meeting  and
intends to appear in person or by proxy at the meeting to nominate the person or
persons  specified in the notice;  (iii) a description  of all  arrangements  or
understandings  between the shareholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made by the  shareholder;  (iv)  such  other  information
regarding each nominee  proposed by such shareholder as would have been required
to be included  in a proxy  statement  filed  pursuant to the proxy rules of the
Securities  and Exchange  Commission had the nominee been nominated by the Board
of Directors; and (v) the written consent of each nominee to serve as a Director
of the Corporation if so elected.  The presiding  officer of the meeting may, in
his or her sole  discretion,  declare  invalid  or  refuse  to  acknowledge  any
nomination not made in compliance with the foregoing procedure.

                              ARTICLE IV - OFFICERS

     Section 4-1. Election and Office. The Corporation shall have a President, a
Secretary and a Treasurer  who shall be elected by the Board of  Directors.  The
Board of Directors  may create the positions of, define the powers and duties of
and elect as  additional  officers  a Chairman  of the  Board,  one or more Vice
Chairmen  of the  Board,  one or more  Vice

                                       11
<PAGE>
Presidents,  and one or more other officers or assistant officers. Any number of
offices may be held by the same person. The President and the Secretary shall be
natural  persons  of the  age of 18  years  or  older.  The  Treasurer  may be a
corporation, but if a natural person shall be of the age of 18 years or older.

     Section 4-2.  Term.  Each officer and assistant  officer shall serve at the
pleasure  of the Board of  Directors  until the  first  meeting  of the Board of
Directors following the next annual meeting of shareholders and until his or her
successor has been selected and  qualified,  or until his or her earlier  death,
resignation or removal. Officers may, but need not, be Directors.

     Section  4-3.  Powers  and  Duties  of  the  President.   Unless  otherwise
determined by the Board of Directors,  the President shall have the usual duties
of an  executive  officer  with general  supervision  over and  direction of the
affairs of the  Corporation.  In the exercise of these duties and subject to the
limitations of the laws of the  Commonwealth of  Pennsylvania,  these Bylaws and
the actions of the Board of Directors,  the  President may appoint,  suspend and
discharge employees,  agents and assistant officers, and fix the compensation of
all  officers  and  assistant  officers,  shall  preside at all  meetings of the
shareholders  at which the  President  shall be present  and,  unless there is a
Chairman of the Board,  shall preside at all meetings of the Board of Directors.
The  President  shall also do and perform such other duties as from time to time
may be assigned to the President by the Board of Directors.

          Unless otherwise  determined by the Board of Directors,  the President
shall have full power and authority on behalf of the  Corporation  to attend and
to act and to vote at any  meeting of the  shareholders  of any  corporation  in
which this  Corporation  may hold stock and, at any such meeting,  shall possess
and may exercise any and all of the rights and powers  incident to the ownership
of such  stock and  which,  as the owner  thereof,  the  Corporation  might have
possessed and  exercised.  The  President  shall also have the right to delegate
such power.

     Section  4-4.  Powers  and  Duties  of  the  Secretary.   Unless  otherwise
determined by the Board of Directors, the Secretary shall be responsible for the
keeping  of the  minutes  of all  meetings  of the  shareholders,  the  Board of
Directors,  and all committees of the Board, in books provided for that purpose,
and for the giving and serving of all notices for the Corporation. The Secretary
shall  perform all other duties  ordinarily  incident to the office of Secretary
and shall  have such  other  powers  and  perform  such  other  duties as may be
assigned to the  Secretary  by the Board of  Directors.  The minute books of the
Corporation may be held by a person other than the Secretary.

     Section  4-5.  Powers  and  Duties  of  the  Treasurer.   Unless  otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and  securities  of the  Corporation.  When  necessary  or proper,  unless
otherwise determined by the Board of Directors,  the Treasurer shall endorse for
collection on behalf of the Corporation checks, notes and other obligations, and
shall  deposit  the  same to the  credit  of the  Corporation  to such  banks or

                                       12
<PAGE>
depositories  as the Board of Directors  may designate and may sign all receipts
and  vouchers for  payments  made to the  Corporation.  The  Treasurer  shall be
responsible  for the regular  entry in books of the  Corporation  to be kept for
such purpose of a full and accurate account of all funds and securities received
and paid by the Treasurer on account of the  Corporation.  Whenever  required by
the Board of Directors,  the Treasurer shall render a statement of the financial
condition of the  Corporation.  The  Treasurer  shall have such other powers and
shall perform the duties as may be assigned to such officer from time to time by
the Board of  Directors.  The  Treasurer  shall give such bond,  if any, for the
faithful  performance  of the duties of such  office as shall be required by the
Board of Directors.

     Section 4-6.  Powers and Duties of the  Chairman  and Vice  Chairmen of the
Board of Directors.  Unless otherwise determined by the Board of Directors,  the
Chairman of the Board shall  preside at all meetings of the Board of  Directors.
The  Chairman and each Vice  Chairman of the Board of Directors  shall have such
other powers and perform such further  duties as may be assigned to such officer
by the Board of Directors.  To be eligible to serve,  the Chairman and each Vice
Chairman of the Board of Directors must be a Director of the Corporation.

     Section 4-7. Powers and Duties of Certain Other Officers.  Unless otherwise
determined by the Board of Directors, each Vice Chairman, Senior Vice President,
Vice President and each assistant  officer shall have the powers and perform the
duties of his or her  respective  superior  officer,  except to the extent  such
powers and duties are limited by the  President,  such  superior  officer or the
Board of  Directors.  Senior Vice  Presidents,  Vice  Presidents  and  assistant
officers  shall have such rank as may be  designated  by the Board of Directors,
with Senior Vice  Presidents  serving as superior  officers to Vice  Presidents.
Senior  Vice  Presidents  and  Vice  Presidents  may  be  designated  as  having
responsibility for a specific area of the Corporation's  affairs, in which event
such Senior Vice  Presidents  or Vice  President  shall be superior to the other
Senior Vice Presidents or Vice Presidents,  respectively, in relation to matters
within  his or her area.  The  President  shall be the  superior  officer of the
Senior Vice Presidents,  Vice Presidents and all other officer positions created
by the Board of Directors unless the Board of Directors provides otherwise.  The
Treasurer  and  Secretary  shall  be the  superior  officers  of  the  Assistant
Treasurers and Assistant Secretaries, respectively.

     Section 4-8. Vacancies. The Board of Directors shall have the power to fill
any vacancies in any office occurring for any reason.

     Section 4-9.  Delegation of Office. The Board of Directors may delegate the
powers or duties of any officer of the Corporation to any other person from time
to time.

                                       13
<PAGE>
                            ARTICLE V - CAPITAL STOCK

     Section 5-1. Share Certificates.

          (a) Execution. Except as otherwise provided in Section 5-5, the shares
of the  Corporation  shall be  represented  by  certificates.  Unless  otherwise
provided by the Board of Directors,  every share  certificate shall be signed by
two  officers  and sealed with the  corporate  seal,  which may be a  facsimile,
engraved or printed, but where such certificate is signed by a transfer agent or
a registrar, the signature of any corporate officer upon such certificate may be
a facsimile,  engraved or printed.  In case any officer who has signed, or whose
facsimile  signature  has been placed  upon,  any share  certificate  shall have
ceased to be such officer because of death, resignation or otherwise, before the
certificate  is issued,  it may be issued with the same effect as if the officer
had not  ceased  to be such at the date of its  issue.  The  provisions  of this
Section 5-1 shall be subject to any  inconsistent  or contrary  agreement at the
time between the Corporation and any transfer agent or registrar.

          (b) Designations, Voting Rights, Preferences,  Limitations and Special
Rights. To the extent the Corporation is authorized to issue shares of more than
one class or series,  every certificate shall set forth upon the face or back of
the certificate (or shall state on the face or back of the certificate  that the
Corporation  will furnish to any shareholder  upon request and without charge) a
full or summary  statement  of the  designations,  voting  rights,  preferences,
limitations and special rights of the shares of each class or series  authorized
to be issued so far as they have been fixed and  determined and the authority of
the Board of Directors to fix and determine  the  designations,  voting  rights,
preferences,  limitations and special rights of the classes and series of shares
of the Corporation.

          (c) Fractional Shares.  Except as otherwise determined by the Board of
Directors,  shares or certificates  therefor may be issued as fractional  shares
for shares  held by any  dividend  reinvestment  plan or employee  benefit  plan
created or  approved by the  Corporation's  Board of  Directors,  but not by any
other person.

     Section  5-2.  Transfer of Shares.  Transfer of shares shall be made on the
books of the  Corporation  only upon  surrender of the share  certificate,  duly
endorsed or with duly  executed  stock powers  attached and  otherwise in proper
form  for  transfer,  which  certificate  shall be  canceled  at the time of the
transfer.

     Section 5-3. Determination of Shareholders of Record.

          (a) Fixing Record Date. The Board of Directors of the  Corporation may
fix a time prior to the date of any meeting of shareholders as a record date for
the determination of the shareholders  entitled to notice of, or to vote at, the
meeting,  which time, except in the case of an adjourned  meeting,  shall be not
more than 90 days prior to the date of

                                       14
<PAGE>
the meeting of shareholders. Only shareholders of record on the date fixed shall
be so  entitled  notwithstanding  any  transfer  of  shares  on the books of the
Corporation  after any record  date fixed as provided  in this  subsection.  The
Board of Directors  may  similarly  fix a record date for the  determination  of
shareholders  of  record  for  any  other  purpose.   When  a  determination  of
shareholders  of  record  has been  made as  provided  in this  Section  5-3 for
purposes of a meeting,  the determination shall apply to any adjournment thereof
unless the Board of Directors fixes a new record date for the adjourned meeting.

          (b)  Determination  when No Record Date Fixed. If a record date is not
fixed:

                    (i) The record date for determining shareholders entitled to
notice  of or to vote at a  meeting  of  shareholders  shall be at the  close of
business  on the day next  preceding  the day on which  notice  is given  or, if
notice is waived, at the close of business on the day immediately  preceding the
day on which the meeting is held.

                    (ii) The record date for  determining  shareholders  for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

          (c)  Certification  by  Nominee.  The Board of  Directors  may adopt a
procedure whereby a shareholder of the Corporation may certify in writing to the
Corporation  that all or a portion of the shares  registered  in the name of the
shareholder  are held for the  account of a  specified  person or  persons.  The
resolution of the Board of Directors may set forth:

                    (i) the classification of shareholder who may certify;

                    (ii) the purpose or purposes for which the certification may
be made;

                    (iii)  the  form  of  certification  and  information  to be
contained therein;

                    (iv) if the  certification is with respect to a record date,
the time after the record date within which the  certification  must be received
by the Corporation; and

                    (v) such other  provisions  with respect to the procedure as
are deemed necessary or desirable.

     Upon  receipt by the  Corporation  of a  certification  complying  with the
procedure,  the persons specified in the certification  shall be deemed, for the
purposes  set forth 

                                       15
<PAGE>
in the  certification,  to be the  holders  of  record  of the  number of shares
specified in place of the shareholder making the certification.

     Section 5-4. Lost Share Certificates.  Unless waived in whole or in part by
the Board of Directors or any of the Chairman, any Vice Chairman, the President,
any Senior Vice President, Secretary or Treasurer, unless the Board of Directors
prohibits such waiver by such officer,  any person  requesting the issuance of a
new  certificate  in lieu of an alleged lost,  destroyed,  mislaid or wrongfully
taken certificate shall (a) give to the Corporation his or her bond of indemnity
with an acceptable  surety,  and (b) satisfy such other  requirements  as may be
imposed by the Corporation.  Thereupon,  a new share certificate shall be issued
to the  registered  owner or his or her  assigns  in lieu of the  alleged  lost,
destroyed,  mislaid or wrongfully taken  certificate,  provided that the request
therefor and issuance  thereof have been made before the  Corporation has notice
that such shares have been acquired by a bona fide purchaser.

     Section 5-5. Uncertificated Shares.  Notwithstanding anything herein to the
contrary,  any or all classes and series of shares, or any part thereof,  may be
represented by  uncertificated  shares to the extent  determined by the Board of
Directors,  except that shares  represented by a certificate  that is issued and
outstanding  shall continue to be represented  thereby until the  certificate is
surrendered to the  Corporation.  Within a reasonable time after the issuance or
transfer of uncertificated  shares, the Corporation shall send to the registered
owner thereof a written  notice  containing the  information  required to be set
forth or stated on  certificates.  The rights and  obligations of the holders of
shares represented by certificates and the rights and obligations of the holders
of  uncertificated  shares of the same  class  and  series  shall be  identical.
Notwithstanding  anything herein to the contrary,  the provisions of Section 5-2
shall be inapplicable to uncertificated  shares and in lieu thereof the Board of
Directors shall adopt alternative procedures for registration of transfers.

                  ARTICLE VI - NOTICES; COMPUTING TIME PERIODS

     Section  6-1.  Contents of Notice.  Whenever any notice of a meeting of the
Board of Directors or of  shareholders is required to be given pursuant to these
Bylaws or the Articles of Incorporation  of the Corporation,  as the same may be
amended  from time to time (the  "Articles"),  or  otherwise,  the notice  shall
specify  the  place,  date and  time of the  meeting;  in the case of a  special
meeting of shareholders or where  otherwise  required by law or the Bylaws,  the
general  nature of the business to be transacted at such meeting;  and any other
information required by law.

     Section 6-2. Method of Notice.  Except as provided in Section 6-6, whenever
written notice is required to be given to any person under the provisions of the
Articles or these Bylaws,  it may be given to the person either personally or by
sending a copy thereof by first class or express mail,  postage  prepaid,  or by
telegram  (with  messenger  service  specified),  telex or TWX (with  answerback
received)  or  courier  service,  charges  prepaid,  or by  telecopier,  to such

                                       16
<PAGE>
person's  address (or to such  person's  telex,  TWX,  telecopier  or  telephone
number)  appearing on the books of the Corporation or, in the case of Directors,
supplied by such Director to the Corporation  for the purpose of notice.  If the
notice is sent by mail, telegraph or courier service, it shall be deemed to have
been given to the person  entitled  thereto when  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,  TWX or  telecopier,  when  dispatched.  Except  as
otherwise  provided in these  Bylaws,  or as otherwise  directed by the Board of
Directors,  notices of  meetings  may be given by, or at the  direction  of, the
Secretary.

     Section 6-3. Computing Time Periods.

          (a) Days to be Counted.  In computing  the number of days for purposes
of these Bylaws, all days shall be counted, including Saturdays, Sundays and any
Holiday; provided,  however, that if the final day of any time period falls on a
Saturday,  Sunday or Holiday,  then the final day shall be deemed to be the next
day which is not a Saturday,  Sunday or Holiday. In computing the number of days
for the purpose of giving notice of any meeting,  the date upon which the notice
is given shall be counted but the day set for the meeting shall not be counted.

          (b) One Day Notice.  In any case where only one day's  notice is being
given,  notice  must be given at least 24 hours in  advance of the date and time
specified  for the meeting in  question  by delivery in person or by  telephone,
telex, TWX, telecopier or similar means of communication. Section 6-4. Waiver of
Notice.  Whenever any notice is required to be given under the provisions of the
Pennsylvania  BCL or other  applicable  law or the Articles or these  Bylaws,  a
waiver  thereof in  writing,  signed by the person or  persons  entitled  to the
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to the giving of the notice.  Except as otherwise  required by law or
the next sentence, neither the business to be transacted at, nor the purpose of,
a meeting need be specified in the waiver of notice of the meeting.  In the case
of a special  meeting of  shareholders,  the waiver of notice shall  specify the
general nature of the business to be  transacted.  Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except where a person
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting, to the transaction of any business because the meeting was not lawfully
called or convened.

     Section 6-5.  Modification  of Proposal  Contained in Notice.  Whenever the
language of a proposed  resolution is included in a written  notice of a meeting
required  to be  given  under  the  provisions  of the  Pennsylvania  BCL or the
Articles or these Bylaws,  the meeting  considering  the  resolution may without
further  notice  adopt it with such  clarifying  or other  amendments  as do not
enlarge its original purpose.

                                       17

<PAGE>
     Section  6-6.  Bulk Mail.  Notice of any regular or special  meeting of the
shareholders,  or any other notice  required by the  Pennsylvania  BCL or by the
Articles of these bylaws to be given to all  shareholders or to all holders of a
class or a series of shares,  may be given by any class of post-paid mail if the
notice is deposited in the United  States mail at least 20 days prior to the day
named for the meeting or any corporate or  shareholder  action  specified in the
notice.

     Section 6-7.  Shareholders  without Forwarding  Addresses.  Notice or other
communications need not be sent to any shareholder with whom the Corporation has
been  unable  to  communicate  for  more  than  24  consecutive  months  because
communications   to  the  shareholder  have  been  returned   unclaimed  or  the
shareholder  has  otherwise  failed to provide  the  Corporation  with a current
address.  Whenever  the  shareholder  provides  the  Corporation  with a current
address, the corporation shall commence sending notices and other communications
to the shareholder in the same manner as to other shareholders.

              ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND
            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

     Section  7-1.  Limitation  of  Directors'  Liability.  No  Director  of the
Corporation  shall be  personally  liable for  monetary  damages as such for any
action  taken or any failure to take any action  unless:  (a) the  Director  has
breached or failed to perform the duties of his or her office under Subchapter B
of  Chapter  17 of the  Pennsylvania  BCL  (relating  to  standard  of care  and
justifiable  reliance),  and (b) the breach or  failure  to perform  constitutes
self-dealing,  wilful misconduct or recklessness;  provided,  however,  that the
provisions of this Section shall not apply to the responsibility or liability of
a Director pursuant to any criminal  statute,  or to the liability of a Director
for the payment of taxes  pursuant to local,  state or federal law. This Section
shall be applicable to any action taken and any failure to take any action on or
after January 27, 1987.

     Section 7-2. Indemnification and Insurance.

          (a) Indemnification of Directors and Officers.

                    (i) Each  Indemnitee (as defined below) shall be indemnified
and held harmless by the Corporation for all actions taken by him or her and for
all  failures  to take  action  (regardless  of the date of any such  action  or
failure to take  action) to the fullest  extent  permitted by  Pennsylvania  law
against all expense,  liability and loss (including without limitation attorneys
fees,  judgments,  fines,  taxes,  penalties,  and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Indemnitee in connection with
any Proceeding (as defined below). No  indemnification  pursuant to this Section
shall be made,  however, in any case where the act or failure to act giving rise
to the claim for  indemnification  is determined by a court to have  constituted
wilful misconduct or recklessness.

                                       18
<PAGE>
                    (ii) The right to  indemnification  provided in this Section
shall  include  the right to have the  expenses  incurred by the  Indemnitee  in
defending  any  Proceeding  paid by the  Corporation  in  advance  of the  final
disposition of the Proceeding to the fullest  extent  permitted by  Pennsylvania
law; provided that, if Pennsylvania law continues so to require,  the payment of
such expenses  incurred by the Indemnitee in advance of the final disposition of
a  Proceeding  shall  be  made  only  upon  delivery  to the  Corporation  of an
undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced
without interest if it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified under this Section or otherwise.

                    (iii) To the extent that an Indemnitee  has been  successful
on the merits or  otherwise  in defense of any  Proceeding  or in defense of any
claim,  issue or matter  therein,  the  Corporation  shall indemnify such person
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

                    (iv) Indemnification pursuant to this Section shall continue
as to an  Indemnitee  who has ceased to be a Director or officer and shall inure
to the benefit of his or her heirs, executors and administrators.

                    (v) For purposes of this  Article,  (A)  "Indemnitee"  shall
mean each Director and each officer of the Corporation who was or is a party to,
or is  threatened  to be made a party  to,  or is  otherwise  involved  in,  any
Proceeding, by reason of the fact that he or she is or was a Director or officer
of the  Corporation  or is or was serving in any  capacity at the request or for
the benefit of the Corporation as a Director, officer, employee, agent, partner,
or  fiduciary  of, or in any other  capacity  for,  another  corporation  or any
partnership,  joint venture,  trust, employee benefit plan, or other enterprise;
and (B)  "Proceeding"  shall mean any threatened,  pending or completed  action,
suit or proceeding  (including without limitation an action,  suit or proceeding
by or in the right of the Corporation),  whether civil, criminal, administrative
or investigative.

          (b)  Indemnification  of Employees and Other Persons.  The Corporation
may,  by action of its Board of  Directors  and to the extent  provided  in such
action,  indemnify  employees and other persons,  and provide for advancement of
expenses to such  persons in the manner set forth in (a)(ii),  above,  as though
they were Indemnitees, except that, if Pennsylvania law continues to so require,
to the extent that an employee or agent of the  Corporation  has been successful
on the merits or  otherwise  in defense of any  Proceeding  or in defense of any
claim,  issue or matter  therein,  the  Corporation  shall indemnify such person
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

          (c)  Non-Exclusivity of Rights.  The rights to indemnification  and to
the advancement of expenses provided in or pursuant to this Article shall not be
exclusive of any

                                       19
<PAGE>
other  rights that any person may have or hereafter  acquire  under any statute,
provision  of the  Articles  or  Bylaws,  agreement,  vote  of  shareholders  or
Directors, or otherwise.

          (d) Insurance. The Corporation may purchase and maintain insurance, at
its  expense,  for the  benefit  of any  person on behalf of whom  insurance  is
permitted to be purchased by Pennsylvania law against any expense,  liability or
loss,  whether or not the  Corporation  would have the power to  indemnify  such
person under  Pennsylvania  or other law. The  Corporation may also purchase and
maintain  insurance to insure its  indemnification  obligations  whether arising
hereunder or otherwise.

          (e) Fund For Payment of Expenses. The Corporation may create a fund of
any  nature,  which may,  but need not be,  under the  control of a trustee,  or
otherwise  may  secure in any manner its  indemnification  obligations,  whether
arising  hereunder,  under the Articles,  by agreement,  vote of shareholders or
Directors, or otherwise.

     Section 7-3. Amendment.  The provisions of this Article VII relating to the
limitation of Directors' and officers' liability,  to indemnification and to the
advancement of expenses shall  constitute a contract between the Corporation and
each of its Directors  and officers  which may be modified as to any Director or
officer  only with that  person's  consent or as  specifically  provided in this
Section.  Notwithstanding  any other provision of these Bylaws relating to their
amendment  generally,  any  repeal or  amendment  of this  Article  VII which is
adverse to any Director or officer  shall apply to such Director or officer only
on a  prospective  basis,  and shall not reduce any  limitation  on the personal
liability of a Director of the Corporation, or limit the rights of an Indemnitee
to  indemnification or to the advancement of expenses with respect to any action
or  failure  to act  occurring  prior to the time of such  repeal or  amendment.
Notwithstanding  any other provision of these Bylaws,  no repeal or amendment of
these  Bylaws shall affect any or all of this Article so as either to reduce the
limitation of Directors'  liability or limit  indemnification or the advancement
of  expenses  in any  manner  unless  adopted by (a) the  unanimous  vote of the
Directors  of the  Corporation  then  serving,  or (b) the  affirmative  vote of
shareholders  entitled to cast at least eighty  percent  (80%) of the votes that
all  shareholders  are entitled to cast in the election of  Directors;  provided
that no such  amendment  shall have  retroactive  effect  inconsistent  with the
preceding sentence.

     Section 7-4.  Changes in  Pennsylvania  Law.  References in this Article to
Pennsylvania law or to any provision thereof shall be to such law, as it existed
on the  date  this  Article  was  adopted  [January  27,  1987]  or as such  law
thereafter  may be changed;  provided  that (a) in the case of any change  which
expands the liability of Directors or limits the  indemnification  rights or the
rights to advancement of expenses which the Corporation may provide,  the rights
to limited  liability,  to  indemnification  and to the  advancement of expenses
provided in this Article shall continue as  theretofore to the extent  permitted
by law; and (b) if such change permits the  Corporation  without the requirement
of any  further  action  by  shareholders  or  Directors  to limit  further  the
liability  of  Directors  (or limit the  liability  of

                                       20
<PAGE>
officers)  or to  provide  broader  indemnification  rights  or  rights  to  the
advancement of expenses than the  Corporation  was permitted to provide prior to
such  change,  then  liability  thereupon  shall be so limited and the rights to
indemnification  and the  advancement  of expenses  shall be so broadened to the
extent permitted by law.

                           ARTICLE VIII - FISCAL YEAR

     Section 8-1.  Determination  of Fiscal Year. The Board Directors shall have
the power by resolution to fix the fiscal year of the Corporation.  If the Board
of Directors shall fail to do so, the President shall fix the fiscal year.

                             ARTICLE IX - AMENDMENTS

     Section 9-1. Except as otherwise expressly provided in these Bylaws:

          (a) Shareholders. The shareholders entitled to vote thereon shall have
the power to alter,  amend or repeal these Bylaws,  by the vote of a majority of
the votes cast at a duly  organized  meeting of  shareholders  by the holders of
shares  entitled  to vote  thereon,  at any  regular  or special  meeting,  duly
convened  after notice to the  shareholders  of such  purpose.  In the case of a
meeting of shareholders to amend or repeal these Bylaws, written notice shall be
given to each  shareholder  that the  purpose,  or one of the  purposes,  of the
meeting is to consider the adoption, amendment or repeal of the Bylaws.

          (b) Board of  Directors.  The Board of Directors  (but not a committee
thereof),  shall  have the  power to  alter,  amend  and  repeal  these  Bylaws,
regardless of whether the shareholders  have previously  adopted the Bylaw being
amended or  repealed,  subject to the power of the  shareholders  to change such
action; provided,  however, that the Board of Directors shall not have the power
to  amend  these  Bylaws  on any  subject  that is  expressly  committed  to the
shareholders by the express terms hereof by Section 1504 of the Pennsylvania BCL
or otherwise.

              ARTICLE X - EXEMPTION FROM CERTAIN PROVISIONS OF THE
                      PENNSYLVANIA BUSINESS CORPORATION LAW

     Section 10-1. Control  Transactions.  Pursuant to Section 2541(a)(2) of the
Pennsylvania  BCL, it is hereby  provided that Section 2541 of the  Pennsylvania
BCL and the special right of certain  shareholders  to receive payment for their
shares  following  a  control  transaction  as set  forth  therein  shall not be
applicable to this Corporation.

     Section  10-2.   Inapplicability   of  Certain  Corporate  Law  Provisions.
Subchapters G, H, I and J of Chapter 25 of the Pennsylvania Business Corporation
Law of 1988, as amended, shall not be applicable to this Corporation.

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<PAGE>
               ARTICLE XI. INTERPRETATION OF BYLAWS; SEPARABILITY

     Section  11-1.  Interpretation.  All words,  terms and  provisions of these
Bylaws  shall  be  interpreted  and  defined  by  and  in  accordance  with  the
Pennsylvania BCL.

     Section 11-2. Separability.  The provisions of these Bylaws are independent
of and separable from each other, and no provision shall be affected or rendered
invalid or  unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

                    ARTICLE XII. DETERMINATIONS BY THE BOARD

     Section 12-1. Effect of Board Determinations.  Any determination  involving
interpretation or application of these Bylaws made in good faith by the Board of
Directors shall be final, binding and conclusive on all parties in interest.

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