<PAGE>                                             EXHIBIT 3

              CROWN CENTRAL PETROLEUM CORPORATION

                             BYLAWS

                   Adopted February 29, 1996

                     Amended July 30, 1998

                       Table of Contents


               ARTICLE I
               STOCKHOLDERS

Section I.1    Meetings of Stockholders                 1
Section I.2    Annual Meeting                           1
Section I.3    Special Meeting Called by Corporation    2
Section I.4    Special Meeting Called by Stockholders   2
Section I.5    Record Date                              3
Section I.6    Quorum                                   3
Section I.7    Proxies                                  4
Section I.8    Ballot Vote                              4
Section I.9    Inspection of Books                      4

               ARTICLE II
               STOCK AND DIVIDENDS

Section II.1   Certificates of Stock                    4
Section II.2   Transfers of Stock                       4
Section II.3   Registered Stockholders                  4
Section II.4   Lost Certificates                        4
Section II.5   Dividends                                5
Section II.6   Stock Not Subject to the Control Share Act           5

               ARTICLE III
               DIRECTORS

Section III.1  Board of Directors                       5
Section III.2  Number of Directors                      5
Section III.3  Eligibility; Nomination Procedures       5
Section III.4  Vacancies                                6
Section III.5  Place and Time of Meeting                6
Section III.6  Annual Meeting                           6
Section III.7  Calling of Meeting                       6
Section III.8  Notice of Meeting.                       7
Section III.9  Quorum                                   7
Section III.10 Compensation of Directors                7

               ARTICLE IV
               EXECUTIVE AND OTHER COMMITTEES

Section IV.1   Executive Committee                      7
Section IV.2   Other Committees                         7
Section IV.3   Procedures Applicable to Committees      8

               ARTICLE V
               OFFICERS

Section V.1    Appointment and Removal of Officers      8
Section V.2    Chairman of the Board                    8
Section V.3    Vice Chairman of the Board               9
Section V.4    President                                9
Section V.5    Vice Presidents                          9
Section V.6    Secretary                                9
Section V.7    Treasurer                                9
Section V.8    Controller                              10
Section V.9    Assistant Officers                      10
Section V.10   Vacancies                               10
Section V.11   Duties of Officers May Be Delegated     10

               ARTICLE VI
               INDEMNITY OF DIRECTORS AND OFFICERS

Section VI.1   Indemnity                               10
Section VI.2   Advancement of Expenses                 11
Section VI.3   Services in Other Capacities            12
Section VI.4   Rights not Exclusive                    12

               ARTICLE VII
               CERTAIN ADMINISTRATIVE MATTERS

Section VII.1  Checks                                  12
Section VII.2  Fiscal Year                             12
Section VII.3  Annual Statements                       12
Section VII.4  Amendment to Bylaws                     12
Section VII.5  Offices                                 12
Section VII.6  Seal                                    12



<PAGE>


              CROWN CENTRAL PETROLEUM CORPORATION

                             BYLAWS

                           ARTICLE I

                          STOCKHOLDERS

     SECTION  I.1     MEETINGS OF STOCKHOLDERS  All meetings of the stockholders
shall  be  at the office of the Corporation in Baltimore, Maryland, or  at  such
other place within the United States as the Board of Directors may designate.

     SECTION I.2    ANNUAL MEETING

          (a)  The  annual meeting of stockholders shall be held at two  o'clock
p.m.  on  a  business day during the thirty (30) day period  commencing  on  the
fourth  Thursday  of April.  At each annual meeting of stockholders,  only  such
business shall be conducted as is proper to consider and has been brought before
the meeting (i) pursuant to the Corporation's notice of the meeting, (ii) by  or
at  the direction of the Board of Directors, or (iii) by a stockholder who is  a
stockholder of record of a class of shares entitled to vote on the business such
stockholder  is  proposing both at the time of the giving of  the  stockholder's
notice hereinafter described in this Section 1.2 and on the record date for such
annual  meeting, and who complies with the notice procedures set forth  in  this
Section  1.2.   Written notice of each annual meeting shall  be  given  to  each
stockholder  by  leaving the same with the stockholder, or at the  stockholder's
residence  or  usual  place of business, or by mailing it  postage  prepaid  and
addressed to the stockholder at his or her address as it appears upon the  books
of the Corporation, at least ten days prior to the meeting.

          (b)  In  order  to bring before an annual meeting of stockholders  any
business  which  may  properly  be  considered,  a  stockholder  who  meets  the
requirements  set  forth in the preceding paragraph must  give  the  Corporation
timely written notice which complies with Section 1.2(c) of these bylaws.  To be
timely,  a stockholder's notice must be given, by certified United States  mail,
with postage thereon prepaid and with return receipt requested, addressed to the
Secretary at the principal office of the Corporation.  Any such notice  must  be
received  at the Corporation's principal office not less than 120 calendar  days
in  advance  of  the  anniversary of the date on which the  Corporation's  proxy
statement  was  released  to its stockholders in connection  with  the  previous
year's  annual meeting of stockholders, unless the date of the meeting to  which
such  notice  relates  has  been changed by more than  30  days  from  the  date
contemplated at the time of the previous year's proxy statement, in  which  case
any  such  notice  must  be  received not less than  60  days  before  the  date
established for the meeting.

          (c)  Each such stockholder's notice shall set forth as to each  matter
the  stockholder proposes to bring before the annual meeting: (i) the  name  and
address,  as  they  appear on the Corporation's stock  transfer  books,  of  the
stockholder proposing business; (ii) the class and number of shares of stock  of
the  Corporation beneficially owned by such stockholder; (iii) a  representation
that  such  stockholder is a stockholder of record at the time of the giving  of
the notice and intends to appear in person or by proxy at the meeting to present
the  business specified in the notice; (iv) a brief description of the  business
desired  to  be brought before the meeting, including the complete text  of  any
resolutions  to  be  presented  and the reasons  for  wanting  to  conduct  such
business; and (v) any interest which the stockholder may have in such business.

          (d)   The   Secretary  or  Assistant  Secretary  shall  deliver   each
stockholder's notice that has been timely received to the Chairman  and  to  the
President for review.

          (e)  Notwithstanding the foregoing provisions of this Section  1.2,  a
stockholder  seeking  to  have a proposal included in  the  Corporation's  proxy
statement  for  an  annual  meeting  of  stockholders  shall  comply  with   the
requirements  of Regulation 14A under the Securities Exchange Act  of  1934,  as
amended from time to time, or with any successor regulation.

     SECTION  I.3     SPECIAL MEETING CALLED BY CORPORATION At any time  in  the
interval between regular meetings, special meetings of the stockholders  may  be
called  by  the  Chairman  of the Board, the Vice Chairman  of  the  Board,  the
President,  or by a majority of the Board of Directors, stating the place,  day,
and  hour  of  such special meeting, and the business proposed to be  transacted
thereat.   Such  notice  shall  be given to each stockholder  entitled  to  vote
thereat  by  leaving  the  same with the stockholder, or  at  the  stockholder's
residence  or  usual  place of business, or by mailing it  postage  prepaid  and
addressed to the stockholder at his or her address as it appears upon the  books
of the Corporation.  No business shall be transacted at such meetings except for
the business set forth in the notice.

     SECTION I.4    SPECIAL MEETING CALLED BY STOCKHOLDERS

          (a)  A special meeting may also be called by stockholders entitled  to
cast  twenty-five percent (25%) of all votes entitled to be cast at the meeting,
upon  the  request in writing signed by such stockholders and delivered  to  the
Chairman  of  the Board, the Vice Chairman of the Board, the President,  or  the
Secretary.  Such request shall set forth: (i) the names and addresses,  as  they
appear on the Corporation's stock transfer books, of the stockholders making the
request;  (ii)  the  class  and number of shares of  stock  of  the  Corporation
beneficially  owned  by  such  stockholders; (iii) a  representation  that  such
stockholders  are  stockholders of record at the  record  date  for  determining
whether  the  requisite  number of stockholders have signed  and  delivered  the
written request demanding a special meeting of stockholders and a representation
as  to the date on which the first such stockholder signed such request; (iv)  a
representation  that each such stockholder intends to appear  in  person  or  by
proxy at the meeting to present the business specified in the notice; (v) as  to
each matter or business the requesting stockholders propose to bring before  the
special  meeting,  a brief description of the matter or business  including  the
complete text of any resolutions to be presented and the reasons for wanting  to
conduct  such  business;  and  (iv) any interest which  any  of  the  requesting
stockholders may have in such business.

          (b)   The record date for determining whether the requisite number  of
stockholders have signed and delivered the written request demanding  a  special
meeting  of  stockholders  is  the date the first such  stockholder  signs  such
request.

          (c)   A special meeting may not be called to consider any matter which
is  substantially the same as a matter voted on at any special  meeting  of  the
stockholders held during the preceding twelve (12) months, unless the meeting is
requested  by  stockholders entitled to cast a majority  of  all  of  the  votes
entitled to be cast at the meeting.  The twelve month period shall be determined
from  the  date  of the previous special meeting to the date of the  stockholder
request.

          (d)    The   Secretary  or  Assistant  Secretary  shall   inform   the
stockholders who make the request of the reasonably estimated cost of  preparing
and mailing a notice of the meeting, and only upon payment of these costs to the
Corporation, notify each stockholder entitled to notice of the meeting.  If  the
officer  of  the  Corporation to whom such request in writing  shall  have  been
delivered pursuant to Section 1.4(a) shall fail to issue a call for such meeting
within ten (10) business days after payment to the Corporation of the reasonably
estimated  cost  of  preparing and mailing a notice of  the  meeting,  then  the
stockholders  who  made  the request may do so by giving fifteen  (15)  business
days'  notice  of  the  time, place and object of the meeting  by  advertisement
inserted  in a daily newspaper of general circulation in the City of  Baltimore,
Maryland.

          (e)   Only  business within the purpose or purposes described  in  the
notice for a special meeting of stockholders may be conducted at the meeting.

     SECTION I.5    RECORD DATE

          (a)   The  Board of Directors shall fix, in advance, a record date  to
make  a  determination of stockholders for an annual meeting, or for any special
meeting,  such date to be not more than ninety (90) nor less than ten (10)  days
before the meeting or action requiring a determination of stockholders.   If  no
such  record date is set the record date shall be the close of business  on  the
day before the date on which the first notice is given.

          (b)  When a determination of stockholders entitled to notice of or  to
vote  at any meeting of stockholders has been made, such determination shall  be
effective for any adjournment of the meeting unless the Board of Directors fixes
a  new record date, which it shall do if the meeting is adjourned to a date more
than ninety (90) days after the date fixed for the original meeting.

     SECTION  I.6    QUORUM.  The presence in person or by proxy of stockholders
entitled  to  cast a majority of all votes entitled to be cast  at  the  meeting
shall be requisite and shall constitute a quorum for the transaction of business
at  all meetings of the stockholders except as otherwise provided by law  or  by
the charter.  If at any annual or special meeting of stockholders a quorum shall
fail  to  attend, a majority in interest attending in person or by  proxy  shall
have  power  to adjourn the meeting from time to time without notice other  than
announcement at the meeting until the requisite amount of voting stock shall  be
present.  At any such adjourned meeting, at which the requisite amount of voting
stock  shall  be present in person or by proxy, any business may  be  transacted
which might have been transacted at the meeting originally called, had the  same
been held at the time so called.

     SECTION  I.7     PROXIES.  At any meeting stockholders may vote  either  in
person or by proxy. Such proxy shall be in writing and dated, but no proxy which
is  dated  more than three (3) months before the meeting at which it is  offered
shall be accepted unless such proxy shall, on its face, name a longer period for
which it is to remain in force.

     SECTION I.8    VOTE BY BALLOT  The vote for Directors, and, upon demand  of
any  stockholder,  the vote upon any question before the meeting,  shall  be  by
ballot.

     SECTION I.9    INSPECTION OF BOOKS  Except as otherwise provided by statute
the  Board  of  Directors  shall determine from time to  time  whether,  and  if
allowed,  when and under what conditions and regulations the accounts and  books
of  the  Corporation  or  any  of  them shall  be  open  to  inspection  of  the
stockholders,  and the stockholders' rights in this respect  are  and  shall  be
restricted and limited accordingly.

                           ARTICLE II
                      STOCK AND DIVIDENDS

     SECTION  II.1  CERTIFICATES OF STOCK  Each stockholder shall be entitled to
a  certificate of stock of the Corporation which shall be signed by the Chairman
of the Board, President or a Vice President and by the Secretary or an Assistant
Secretary,  or  the Treasurer or an Assistant Treasurer of the Corporation,  and
sealed  with  its  seal; which shall exhibit the holder's name and  certify  the
number of shares owned by the stockholder.  A certificate shall be deemed to  be
so  signed  and sealed whether the signatures be manual or facsimile  signatures
and  whether  the  seal be a facsimile seal or any other  form  of  seal.   Each
certificate shall be counter-signed by the transfer agent and registered by  the
Registrar duly appointed by the Board of Directors of the Corporation, the Board
of  Directors being hereby given the power and authority to appoint one or  more
Transfer Agents and one or more Registrars.

     SECTION II.2   TRANSFERS OF STOCK  Transfers of stock shall be made on  the
books of the Corporation only by the person named in the certificate, or by  his
or   her   attorney,  lawfully  constituted  in  writing,  upon  surrender   and
cancellation of certificates for a like number of share.

     SECTION  II.3   REGISTERED STOCKHOLDERS  The Corporation shall be  entitled
to  recognize  the exclusive right of a person registered on its  books  as  the
owner  of  shares to receive dividends and to vote as such owner,  and  for  any
other  purpose, and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall  have express or other notice thereof, save as expressly provided  for  by
the laws of Maryland.

     SECTION  II.4    LOST CERTIFICATES  Any person claiming  a  certificate  of
stock  to  be  lost, stolen, destroyed, or mutilated shall make an affidavit  or
affirmation to that fact and advertise the same in such manner as the  Board  of
Directors  may  require,  and  shall, if the  Directors  so  require,  give  the
Corporation  a  bond  of  indemnity  in form  and  with  one  or  more  sureties
satisfactory to the Board in at least double the value of the stock  represented
by said certificate, whereupon a new certificate may be issued of the same tenor
and  for  the  same  number of shares as the one alleged  to  be  lost,  stolen,
destroyed or mutilated.
     SECTION  II.5    DIVIDENDS   Dividends  upon  the  capital  stock  of   the
Corporation when earned may be declared by the Board of Directors at any regular
or  special meeting.  The Board of Directors shall have power from time to  time
to  fix  and  determine  and  to  vary the amount  of  working  capital  of  the
Corporation, and to direct and determine the use and disposition of any  surplus
or  net  profits;  and  the amount of the surplus and the  net  profits  of  the
Corporation to be reserved before the payment of any dividend shall rest  wholly
in the discretion of the Board of Directors.
     SECTION  II.6   STOCK NOT SUBJECT TO THE CONTROL SHARE ACT.  Any  stock  of
the   Corporation  acquired  by  any  of  the  following  (each   a   "Rosenberg
Stockholder"):
     
          (a)  the lineal descendants of Ruth Blaustein Rosenberg;
           (b)  their respective spouses or children, including stepchildren and
adopted children;
          (c)  any trust for the benefit of any of the foregoing individuals;
           (d)   any  fiduciary acting for the benefit of any of  the  foregoing
individuals in the
                  event of their incompetence or acting for their estate in  the
event of their death; or
           (e)   any  corporation, partnership or unincorporated association  or
other entity or
                affiliate controlled by any of the foregoing individuals, trusts
or fiduciaries;
                 shall  not be subject to the Control Shares Act of the Maryland
General
                 Corporation  Law,  Section 3-701-709 of  the  Corporations  and
Associations
                 Article of the Annotated Code of Maryland (the "Control  Shares
Act"),
                and in the event of the disposition by any Rosenberg Stockholder
of any
                stock of this Corporation to a person, corporation, partnership,
                 unincorporated  association or  other  entity  that  is  not  a
Rosenberg
                 Stockholder  (a "Non-Rosenberg Purchaser") that acquisition  of
stock of
                 this  Corporation by the Non-Rosenberg Purchaser shall  not  be
subject
                to the Control Shares Act.

                          ARTICLE III
                           DIRECTORS

     SECTION  III.1   BOARD  OF  DIRECTORS  The business  and  affairs  of  this
Corporation shall be managed under the direction of the Board of Directors,  and
all  of  the  powers of the Corporation, except such as are by law,  or  by  the
charter,  or by these bylaws conferred upon or reserved to the stockholders  may
be exercised by the Board of Directors.

     SECTION III.2  NUMBER OF DIRECTORS  The Board of Directors shall consist of
ten  (10) persons which number from time to time may be increased to not greater
than  twenty  or decreased to not less than three by vote of a majority  of  the
entire  Board of Directors.  Each Director shall hold office until  his  or  her
death,  resignation,  or removal or until his or her successor  is  elected  and
qualified.

     SECTION III.3  ELIGIBILITY; NOMINATION PROCEDURES

          (a)   No  person  shall be eligible for election as a  Director  at  a
meeting  of stockholders unless nominated (i) by the Board of Directors or  (ii)
by a stockholder who is a stockholder of record of a class of shares entitled to
vote  for  the  election of Directors, both at the time of  the  giving  of  the
stockholder's  notice described in this Section 3.3 and on the record  date  for
the meeting at which Directors will be elected, and who complies with the notice
procedures set forth in this Section 3.3.

          (b)   In  order to nominate any persons, a stockholder who  meets  the
requirements  set  forth in the preceding paragraph must  give  the  Corporation
timely  written  notice.  To be timely, a stockholder's  notice  must  be  given
either  by  personal delivery to the Secretary at the principal  office  of  the
Corporation or by first class United States mail, with postage thereon  prepaid,
addressed to the Secretary at the principal office of the Corporation. Any  such
notice must be received, in the case of an annual meeting of stockholders, on or
after January 1st and before February 1st of the year in which the meeting  will
be  held  if  the  meeting  is to be an annual meeting held  within  the  period
specified  for the annual meeting by Section 1.2, unless the annual meeting  has
not been held within such period, in which case any such notice must be received
not  less  than  sixty  (60)  days before the date established  for  the  annual
meeting.  In the case of a special meeting of stockholders, any such notice must
be  received  not  later  than the close of business on  the  tenth  (10th)  day
following the day on which notice of the special meeting of stockholders  called
for the purpose of electing Directors is first given to stockholders.

          (c)   Each  such  stockholder's notice shall set forth the  following:
(i)  as  to the stockholder giving the notice, (1) the name and address of  such
stockholder  as they appear on the Corporation's stock transfer books,  (2)  the
class  and  number of shares of stock of the Corporation beneficially  owned  by
such stockholder, (3) a representation that such stockholder is a stockholder of
record  at the time of giving the notice and intends to appear in person  or  by
proxy  at the meeting to nominate the person or persons specified in the notice,
and  (4)  a  description of all arrangements or understandings, if any,  between
such  stockholder 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;  and  (ii) as to each person whom the stockholder wishes to  nominate  for
election  as  a  Director,  (1) the name, age, business  address  and  residence
address  of  such  person, (2) the principal occupation or  employment  of  such
person, (3) the class and number of shares of stock of the Corporation which are
beneficially  owned  by  such  person, and (4) all  other  information  that  is
required   to  be  disclosed  about  nominees  for  election  as  Directors   in
solicitations  of  proxies for the election of Directors  under  the  rules  and
regulations of the Securities and Exchange Commission.  In addition,  each  such
notice  shall be accompanied by the written consent of each proposed nominee  to
serve  as a Director if elected and such consent shall contain a statement  from
the  proposed  nominee  to  the effect that the information  about  the  nominee
contained in the notice is correct.

     SECTION  III.4   VACANCIES  Whenever there is a vacancy  on  the  Board  of
Directors (other than a vacancy resulting from the removal of a Director by vote
of  the  stockholders  which vacancy is immediately  thereafter  filled  by  the
stockholders), then the vacancy shall be filled by a majority of  the  remaining
Directors  elected by the stockholders of the class or series entitled  to  fill
such  vacancy or by the sole remaining Director elected by that class or  series
if there is only one such Director.

     SECTION  III.5      PLACE AND TIME OF MEETING  Meetings  of  the  Board  of
Directors may be held within, or without the State of Maryland, as the Board may
from time to time determine.  The time and place of meetings may be fixed by the
party or parties making the call.

     SECTION  III.6  ANNUAL MEETING  The Board of Directors shall meet  for  the
purpose  of  organization  and  the transaction of  other  business  immediately
following  the  annual meeting of stockholders at which the Board  was  elected.
Such  meeting  shall be held at the principal office of the Corporation  in  the
State  of Maryland, or at such other place within the United States as the Board
of Directors may have designated for the immediately preceding annual meeting of
stockholders, or as may be designated by the consent in writing of  all  of  the
Directors.  No notice of such meeting shall be necessary.

     SECTION  III.7  CALLING OF MEETING  Meetings of the Board of Directors  may
be  called  by  the Chairman of the Board, the Vice Chairman of the  Board,  the
President, or a majority of the Board.  At least twenty-four (24) hours'  notice
shall be given of all meetings of the Board; with the consent of the majority of
the Directors, a shorter notice may be given.

     SECTION III.8  NOTICE OF MEETING. Notices of all meetings of Directors  may
be  left at their usual places of business, or may be sent by mail or electronic
means, and such notices by mail or electronic means shall be deemed to have been
given when sent or mailed at Baltimore.

     SECTION  III.9   QUORUM  At all meetings of the Board, a  majority  of  the
entire  Board  of  Directors shall be necessary and sufficient to  constitute  a
quorum  for the transaction of business, except that a lesser number may adjourn
any meeting from time to time.

     SECTION III.10 COMPENSATION OF DIRECTORS

          (a)   By  resolution of the Board all Directors, other  than  salaried
officers of the Corporation or a subsidiary of the Corporation, may be allowed a
fixed sum and expenses of attendance, if any, for attendance at each meeting  of
the  Board  and in addition may be allowed for their services as Directors  such
annual  or  other compensation as may be fixed by resolution of the  Board  from
time  to time.  The preceding provisions shall not be construed to preclude  any
Directors,  including  salaried officers, from serving the  Corporation  in  any
other  capacity,  including  service  as a  member  of  a  standing  or  special
committee,  and receiving compensation therefor or to preclude reimbursement  of
salaried  officers who are Directors for expenses of attendance at  meetings  of
the Board.

          (b)  For their services as members of special and standing committees,
Directors  may be allowed such annual or other compensation as may be  fixed  by
resolution of the Board of Directors from time to time.

                           ARTICLE IV
                 EXECUTIVE AND OTHER COMMITTEES

     SECTION IV.1   EXECUTIVE COMMITTEE  There may be an executive committee  of
three  or  more Directors designated by resolution passed by a majority  of  the
whole  Board.  Said committee may meet at stated times, or on notice to  all  by
any  of  their own number.  During the intervals between meetings of the  Board,
such committee shall advise with and aid the officers of the Corporation in  all
matters  concerning  its  interests and the  management  of  its  business,  and
generally  perform such duties and exercise such powers as may  be  directed  or
delegated by the Board of Directors from time to time.  To such Committee may be
delegated  any or all of the powers of the Board of Directors in the  management
of  the  business  and  affairs of the Corporation while the  Board  is  not  in
session,  excepting  such powers as the Board of Directors by  statute  may  not
delegate.

     SECTION  IV.2    OTHER  COMMITTEES  There may be such  other  standing  and
special committees as may be established from time to time by resolution  passed
by  a  majority  of  the  whole Board of Directors.  Such  committees  shall  be
composed  of  such Directors as may be designated by the Board of Directors  and
shall  perform  such duties and exercise such powers as may be directed  by  the
Board of Directors.

     SECTION IV.3   PROCEDURES APPLICABLE TO COMMITTEES  The provisions of these
bylaws which govern meetings, notice and waiver of notice, and quorum and voting
requirements  of  the  Board shall apply to committees of  Directors  and  their
members  as well.  Vacancies in the membership of any committee shall be  filled
by the Board of Directors at any meeting thereof.  In the absence of a member or
members  of a committee, the members thereof present at any meeting (whether  or
not  they  constitute a quorum) may appoint a member or members of the Board  of
Directors  to  act  in  the place or places of such absent  member  or  members.
Committees shall keep regular minutes of their proceedings, and report the  same
to the Board when required.

                           ARTICLE V
                            OFFICERS

     SECTION V.1    APPOINTMENT AND REMOVAL OF OFFICERS

          (a)   The officers of the Corporation shall be chosen by the Board  of
Directors  at  its first meeting after each annual meeting of stockholders;  and
shall consist of a Chairman of the Board of Directors, a President, one or  more
Vice Presidents, a Secretary, a Treasurer, a Controller, an Assistant Secretary,
an Assistant Treasurer, and whenever deemed advisable by the Board of Directors,
a  Vice  Chairman  of  the  Board  and one or more  additional  Vice  Presidents
(including,  without limitation, one or more Executive, Group, and  Senior  Vice
Presidents),  Assistant  Vice Presidents, Assistant  Secretaries,  or  Assistant
Treasurers.   Any  two  of the offices hereinbefore mentioned  except  those  of
President and Vice President, may be held by the same person.

          (b)   The Board 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.  The salaries of all officers of the Corporation shall be  fixed  by
the  Board  of Directors or by any committee or superior officer upon whom  such
power may be conferred from time to time by the Board of Directors.

          (c)   The  officers of the Corporation shall hold office  until  their
successors are chosen and qualified.

          (d)   Any officer or employee of the Corporation may be removed at any
time  with or without cause, by the affirmative vote of a majority of the  whole
Board of Directors, or by any committee or superior officer upon whom such power
of  removal may be conferred by the Board of Directors, and such action shall be
conclusive on the officer or employee so removed.

     SECTION  V.2    CHAIRMAN OF THE BOARD  The Chairman of the Board  shall  be
the chief executive officer of the Corporation.  The Chairman of the Board shall
preside  at  all meetings of the stockholders and Directors and shall  exercise,
subject to control of the Board of Directors, such general supervision over  the
affairs of the Corporation and its employees as may be appropriate to carry  out
the  policies  of  the Corporation.  The Chairman of the Board shall  have  such
other functions as may be determined by the Board of Directors.

     SECTION V.3    VICE CHAIRMAN OF THE BOARD  The Vice Chairman of the  Board,
if  elected, shall be the chief administrative officer of the Corporation,  and,
subject to control of the Board of Directors and the general supervision of  the
Chairman  of the Board, shall, in cooperation with the President, be responsible
for  the  administration of the Corporation's activities.  The Vice Chairman  of
the  Board  shall preside at all meetings of the stockholders and  Directors  at
which  the Chairman of the Board is not present.  The Vice Chairman of the Board
shall have such other functions as may be determined by the Board of Directors.

     SECTION  V.4     PRESIDENT   The President shall  be  the  chief  operating
officer of the Corporation and, subject to control of the Board of Directors and
the  general  supervision of the Chairman of the Board, shall have  general  and
active management of the Corporation's operations.  The President shall have all
of the powers and perform all of the duties of the Chairman of the Board in case
of his or her absence or inability to act, or if a Chairman of the Board has not
been elected, other than presiding at meetings of the stockholders and Directors
at  which  the  Vice  Chairman  of the Board, if elected,  shall  preside.   The
President shall also have all of the powers and perform all of the duties of the
Vice Chairman of the Board in case of his or her absence or inability to act, or
if  a  Vice  Chairman of the Board is not elected, other than  such  powers  and
duties  as the Chairman of the Board shall either elect to exercise and  perform
or  to  delegate  to  another officer.  The President shall perform  such  other
duties as may be determined by the Board of Directors.

     SECTION  V.5     VICE  PRESIDENTS  The Vice Presidents shall  perform  such
duties  as the Chairman of the Board, Vice Chairman of the Board, President,  or
Board of Directors shall from time to time prescribe.  In the order of seniority
prescribed, the most senior Vice President shall, in the absence or inability of
the  President  to  act,  perform the duties and  exercise  the  powers  of  the
President.   The order of seniority of Vice Presidents shall be prescribed  from
time to time by the Board of Directors or, in the absence of prescription by the
Board of Directors, by the Chairman of the Board.

     SECTION  V.6    SECRETARY  The Secretary shall attend all sessions  of  the
Board  and all meetings of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose; and shall perform like
duties for the standing committees when required.  The Secretary shall give,  or
cause  to be given, notice of all meetings of the stockholders and of the  Board
of  Directors;  shall have custody of the seal of the Corporation  and  whenever
authorized  by  the Board shall affix the seal to any instrument  requiring  the
same;  and shall perform such other duties and have custody of such other  books
and papers as may from time to time be prescribed by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, or the President.

     SECTION  V.7     TREASURER   The Treasurer shall  be  the  chief  financial
officer of the Corporation, unless the Board of Directors shall designate a Vice
President  as  such  officer, and have the custody of the  corporate  funds  and
securities 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 authorized
by  the  Board  of  Directors.  The Treasurer shall disburse the  funds  of  the
Corporation  as  may be ordered by the Board, taking proper  vouchers  for  such
disbursements, and shall render to the Chairman of the Board, the Vice  Chairman
of  the  Board,  the  President and the Board of Directors,  whenever  they  may
respectively require it, an account of all his or her transactions as  Treasurer
and of the financial condition of the Corporation.  The Treasurer shall give the
Corporation  a bond if required by the Board of Directors in the sum,  and  with
one or more sureties satisfactory to the Board, for the faithful performance  of
the  duties of his or her office, and for the restoration to the Corporation  in
case  of  his or her death, resignation, retirement, or removal from office,  of
all  books, papers, vouchers, moneys, and other property of whatever kind in his
or  her possession or under his or her control belonging to the Corporation.  If
a  Controller  has not been elected, the Treasurer shall also have  all  of  the
powers and perform all of the duties of that office. The Treasurer shall perform
such  other  duties as the Chairman of the Board, Vice Chairman  of  the  Board,
President, or Board of Directors may from time to time prescribe.

     SECTION  V.8     CONTROLLER  The Controller shall be the  chief  accounting
officer  of the Corporation.  The Controller shall see that adequate and correct
records  of all assets, liabilities and transactions of the Corporation and  its
subsidiaries are maintained; that efficient procedures and systems are installed
and  followed;  that adequate audits are currently and regularly made;  and,  in
conjunction with other officers, that measures and procedures are initiated  and
followed  whereby the business of the Corporation and its subsidiaries shall  be
conducted  with  maximum efficiency and economy.  The Controller  shall  perform
such  other  duties as may be assigned to him or her from time to  time  by  the
Chairman  of  the  Board,  Vice Chairman of the Board, President,  or  Board  of
Directors.

     SECTION  V.9     ASSISTANT OFFICERS  Each Assistant  Vice  President,  each
Assistant  Secretary, and each Assistant Treasurer shall have the  usual  powers
and  duties pertaining to his or her office, together with such other powers and
duties  as  may  be assigned to him or her by the Chairman of  the  Board,  Vice
Chairman of the Board, President, or the Board of Directors.

     SECTION  V.10    VACANCIES  If the office of any officer or  agent  becomes
vacant  by  reason of death, resignation, retirement, disqualification,  removal
from  office, or otherwise, the Directors then in office, although less  than  a
quorum, by a majority vote, may choose a successor or successors, who shall hold
office for the unexpired term in respect of which said vacancy occurred.

     SECTION  V.11   DUTIES OF OFFICERS MAY BE DELEGATED  In case of the absence
of  any  Officer of the Corporation, or for any other reason that the  Board  of
Directors  may deem sufficient, the Board may delegate, for the time being,  the
powers or duties, or any of them of such officer to any other officer, or to any
Director, providing a majority of the entire Board concur therein.

                           ARTICLE VI
              INDEMNITY OF DIRECTORS AND OFFICERS

     SECTION  VI.1    INDEMNITY  Each person who is now, or who shall  hereafter
become,  a  Director, officer, employee or agent of the Corporation, whether  or
not  serving  in  one or more of such capacities at the time indemnification  is
sought or paid, and who is made a party defendant to any proceeding by reason of
service in any one or more of such capacities shall be indemnified in the manner
and to the maximum extent authorized by law against judgments, penalties, fines,
settlements  (approved  by  the  Corporation) and reasonable  expenses  actually
incurred in connection with such proceeding unless it is proved that the act  or
omission of such person was material to the cause of action adjudicated  in  the
proceeding or, in the case of a settlement, to be adjudicated in the proceeding,
and that (a) such act or omission (i) was committed in bad faith or (ii) was the
result  of active and deliberate dishonesty or (b) such person actually received
an  improper personal benefit in money, property or services or (c) in the  case
of  any criminal proceeding, such person had reasonable cause to believe the act
or  omission  was  unlawful.  Such indemnification  shall  not  be  made  unless
authorized  for  a specific proceeding after a determination in accordance  with
Maryland  law that the Director, officer, employee or agent has met the standard
of  conduct set forth in this paragraph.  Additionally, any such person who  was
not  a  Director or officer of the Corporation at the time of the commission  of
the  act  or  the omission to act which is a subject of such proceeding  may  be
indemnified  to  such further extent, if any, consistent with  law,  as  may  be
provided  in  any contract between the Corporation and such person  and  may  be
indemnified,  but  shall  not  be entitled to be indemnified,  to  such  further
extent,  if  any,  consistent with law, as may be authorized,  prospectively  or
retroactively,  by  the  Board of Directors, the  Chairman  of  the  Board,  the
President or any other officer to whom such authority is delegated by the  Board
of Directors, the Chairman of the Board or the President.

     SECTION VI.2   ADVANCEMENT OF EXPENSES  Payment or reimbursement in advance
of  the  final  disposition  of  any proceeding  described  in  Section  6.1  of
reasonable expenses incurred by any such person in defending such proceeding may
be authorized by the Board of Directors or in the case of any such person who is
not a Director, by the Chairman of the Board, the President or any other officer
to  whom such authority is delegated by the Board of Directors, the Chairman  of
the  Board or the President; provided, however, that the Corporation shall  have
received:

          (a)  a  written affirmation by such person of such person's good faith
belief  that  the  standard  of conduct necessary  for  indemnification  by  the
Corporation as authorized by law has been met; and

          (b)  a written undertaking by or on behalf of such person to repay all
amounts  so  paid or reimbursed if it shall ultimately be determined  that  such
standard of conduct has not been met.

Nothing  contained  in this Section 6.2 shall be construed to  require  the  Cor
poration  to pay or reimburse any expenses incurred by any such person prior  to
the ultimate disposition of such proceeding or to require the Corporation to pay
or  reimburse  subsequent to the ultimate disposition  of  such  proceeding  any
expenses incurred by any such person, except as provided in Section 6.1.

     SECTION VI.3   SERVICES IN OTHER CAPACITIES.  Service in the capacity of  a
Director, officer, employee or agent of the Corporation shall include service at
the  request  of  the  Corporation  as a director,  officer,  partner,  trustee,
fiduciary,  employee  or agent of any other corporation or of  any  partnership,
joint  venture, trust, other enterprise, or employee benefit plan.  Any approval
of  any  settlement may be made by the Board of Directors or, in the case  of  a
settlement  by  any such person who is not a Director, by the  Chairman  of  the
Board, the President or any other officer to whom such authority is delegated by
the  Board  of  Directors, the Chairman of the Board or the  President.   Except
where reimbursement of expenses is ordered by a court, all determinations as  to
the  reasonableness  of  any expenses shall be made by the  persons  authorizing
reimbursement or payment thereof.

     SECTION   VI.4     RIGHTS   NOT   EXCLUSIVE   The   preceding   rights   to
indemnification shall not be exclusive of and shall be in addition to any  other
rights  to which such person would be entitled as a matter of law in the absence
of the preceding provisions.
                          ARTICLE VII
                 CERTAIN ADMINISTRATIVE MATTERS

     SECTION  VII.1   CHECKS  All checks or demands for money or  notes  of  the
Corporation  shall  be  signed  by such officer or  officers  as  the  Board  of
Directors may from time to time designate.

     SECTION  VII.2  FISCAL YEAR  The fiscal year shall begin the first  day  of
January of each year.

     SECTION  VII.3  ANNUAL STATEMENTS  The Chairman of the Board or such  other
officer  or officers of the Corporation as he or she may direct, shall  annually
prepare a full and true statement of the affairs of the Corporation, which shall
be  submitted at the annual meeting of the stockholders and filed within 20 days
thereafter  at  the principal office of the Corporation in Baltimore,  State  of
Maryland.

     SECTION VII.4  AMENDMENT TO BYLAWS  Any and all provisions of these  bylaws
may  be  altered,  amended, or repealed and new bylaws be adopted  only  by  the
stockholders at a duly constituted meeting or by the vote of a majority  of  the
entire Board of Directors at any meeting of the Board of Directors.

     SECTION VII.5  OFFICES  The Principal office of the Corporation shall be in
the City of Baltimore, State of Maryland.  The Corporation may also have a place
of business in such other places as the Board of Directors may from time to time
appoint or the business of the Corporation may require.

SECTION VII.6  SEAL  The corporate seal shall have inscribed thereon the name of
the  Corporation, the year of its organization, and the words, "Corporate  Seal,
Maryland."