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                                     BY-LAWS                 Exhibit 3

                                       OF

                         CROWN CORK & SEAL COMPANY, INC.

                          (A PENNSYLVANIA CORPORATION)


                                    ARTICLE 1

                                  Shareholders

SECTION 1:  Annual  Meetings.  The  Corporation  shall  hold  annually a regular
meeting  of  its  shareholders  for  the  election  of  Directors  and  for  the
transaction  of general  business  which may properly come before the meeting in
accordance with these By-Laws in Philadelphia, Pennsylvania, on the fourth (4th)
Thursday in April in each year, if not a legal holiday, and, if a legal holiday,
then on the  first  day  following  (excluding  Saturday)  which  is not a legal
holiday,  or on such other date as may be  designated  by the Board of Directors
which is not a legal holiday, at 11:00 a.m., local time.

SECTION 2: Special Meetings. Special meetings may be called by a majority of the
Board of Directors or the chief executive officer, to meet at such place or time
as may be designated by the Board of Directors or the chief  executive  officer,
respectively.  Except as provided by law, the shareholders shall not be entitled
to call a special meeting.

SECTION 3: Notice of  Meetings.  Written or printed  notice of every  annual and
every special meeting of the shareholders  shall be given to each shareholder of
record  entitled to vote at such meeting by mail,  postage prepaid and addressed
to the address on the books of the Corporation, or as otherwise provided by law,
at least ten (10) days  before such  meeting.  Notice of every  special  meeting
shall state the place, date and time of the meeting and the business proposed to
be transacted. Failure to give notice of any annual meeting, or any irregularity
in such notice,  shall not affect the  validity of any annual  meeting or of any
proceedings at any such meeting.  Notice of any meeting of shareholders need not
be given to any  shareholder  who waives notice thereof in writing either before
or  after  the  holding  thereof,  and  attendance  at any  such  meeting  shall
constitute  waiver of notice  thereof  except as  otherwise  provided by law. No
notice  of any  adjourned  meeting  of  shareholders  or of the  business  to be
transacted at an adjourned meeting need be given by the Corporation.



<PAGE>


SECTION 4: Quorum. At all meetings of shareholders,  the presence,  in person or
by proxy, of  shareholders  entitled to cast a majority in number of votes shall
be necessary to constitute a quorum for the transaction of business;  but in the
absence of a quorum, the shareholders  present in person or by proxy at the time
and place fixed for such  meeting,  or at the time and place of any  adjournment
thereof,  may, by majority vote,  adjourn the meeting from time to time, but not
for a period of over  fifteen  (15) days with  respect  to any  meeting at which
directors are to be elected or a period of over thirty (30) days with respect to
any other meeting at any one time.

SECTION 5: Voting. Except in cases in which it is by statute, by the Articles of
Incorporation or by these By-Laws otherwise provided,  each shareholder entitled
to vote at such  meeting  shall be  entitled  to cast one vote for each share of
stock held by him, and a majority of the votes cast shall be sufficient to elect
and pass any measure.

SECTION  6:  Proxies.  Any  shareholder  entitled  to  vote  at any  meeting  of
shareholders  may vote by person or by proxy.  Every  proxy shall be in writing,
subscribed by the shareholder or his duly authorized attorney and dated.

SECTION 7: Judges of Election.  Prior to any meeting of shareholders,  the Board
of  Directors  may  appoint  three  judges of  election,  and in default of such
appointment the shareholders at such meeting shall by majority vote appoint such
judges.  The  judges  of  election  need  not be  shareholders  and  may  not be
candidates  for any office.  The judges of election  shall  exercise  all of the
powers and duties usually incident to their office.

SECTION 8: Nominations. (a)Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve as Directors of
the  Corporation.  Nominations of persons for election to the Board of Directors
of the  Corporation  may be made at a meeting of  shareholders  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  shareholder  of the
Corporation  who is a  shareholder  of  record  at the time of  giving of notice
provided for in this  By-Law,  who shall be entitled to vote for the election of
Directors at the meeting and who complies with the notice  procedures  set forth
in this By-Law.

                  (b)  Nominations  by  shareholders  shall be made  pursuant to
timely notice in writing to the Secretary of the  Corporation.  To be timely,  a
shareholder's  notice  shall be  delivered  to or  mailed  and  received  at the
principal  executive  offices  of the  Corporation  (i) in the case of an annual
meeting,  not less than ninety (90) days nor more than one-hundred  twenty (120)
days prior to the first  anniversary  of the preceding  year's  annual  meeting;
provided,  however,  that in the event  that the date of the  annual  meeting is
changed by more than thirty (30) days from such anniversary  date, notice by the
shareholder  to be  timely  must be so  received  not  later  than the  close of
business  on the tenth  (10th)  day  following  the  earlier of the day on which
notice of the date of the meeting was mailed or public  disclosure was made, and
(ii) in the case of a special meeting at which Directors are to be elected,  not
later than the close of business on the tenth (10th) day  following  the earlier
of the day on which  notice  of the date of the  meeting  was  mailed  or public


                                     -2-
<PAGE>


disclosure was made. Such shareholder's notice shall set forth (i) (A) the name,
age, business address and residence  address of each proposed  nominee,  (B) the
principal  occupation of each proposed  nominee,  (C) a representation  that the
notifying  shareholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice,  (D) if known, the class
and total number of shares of the Corporation that are beneficially owned by the
proposed nominee, (E) the total number of shares of the Corporation that will be
voted by the notifying  shareholder for each proposed nominee, (F) a description
of all arrangements or understandings between the notifying 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  notifying
shareholder,  and (G) as to each proposed  nominee all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  Directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director  if elected  and  including  information  as to the
purpose of such  nomination);  (ii) as to the shareholder  giving the notice (A)
the name  and  address,  as they  appear  on the  Corporation's  books,  of such
shareholder and (B) the class and number of shares of the Corporation  which are
beneficially  owned by such  shareholder  and also  which are owned of record by
such shareholder;  and (iii) as to the beneficial owner, if any, on whose behalf
the nomination is made (A) the name and address of such person and (B) the class
and number of shares of the  Corporation  which are  beneficially  owned by such
person.  At the request of the Board of Directors,  any person  nominated by the
Board of Directors for election as a Director  shall furnish to the Secretary of
the  Corporation  that  information  required to be set forth in a shareholder's
notice of nomination which pertains to the nominee.  The Corporation may request
any proposed  nominee to furnish such other  information  as may  reasonably  be
required by the  Corporation  to determine  the  qualifications  of the proposed
nominee to serve as a Director of the Corporation.


                  (c) No person  shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
By-Law.  The chairman of the meeting shall, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
procedures prescribed by this By-Law, and if he should so determine, he shall so
declare to the meeting and the defective  nomination  shall be disregarded.  Any
such  decision by the chairman  shall  final,  binding and  conclusive  upon all
parties in interest.  Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations  thereunder with
respect to the matters set forth in this By-Law.

SECTION 9: Notice of Shareholder  Business.  (a) At an annual or special meeting
of the  shareholders,  only such business  shall be conducted as shall have been
brought before the meeting (i) pursuant to the Corporation's  notice of meeting,
(ii) by or at the  direction  of the Board of Directors or (iii) as to an annual
meeting, by any shareholder of the Corporation who is a shareholder of record at
the time of giving  of the  notice  provided  for in this  By-Law,  who shall be
entitled to vote at such meeting and who complies with the notice procedures set
forth in this By-Law.

                                      -3-

<PAGE>


                  (b) For  business  to be  properly  brought  before  an annual
meeting by a  shareholder  pursuant  to clause  (iii) of  paragraph  (a) of this
By-Law,  the shareholder must have given timely notice thereof in writing to the
Secretary  of the  Corporation.  To be timely,  a  shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  ninety  (90) days nor more than  one-hundred  twenty
(120)  days  prior to the  first  anniversary  of the  preceding  year's  annual
meeting;  provided,  however,  that in the event that the date of the meeting is
changed by more than thirty (30) days from such anniversary  date, notice by the
shareholder to be timely must be received no later than the close of business on
the tenth  (10th) day  following  the earlier of the day on which  notice of the
date of the meeting was mailed or public  disclosure  was made. A  shareholder's
notice  to the  Secretary  shall  set forth as to each  matter  the  shareholder
proposes to bring  before the meeting (i) a brief  description  of the  business
desired to be brought  before the meeting and the  reasons for  conducting  such
business at the meeting, and if a specific action is to be proposed, the text of
the  resolution  or  resolutions   which  the  shareholder   proposes  that  the
Corporation   adopt,  (ii)  the  name  and  address,   as  they  appear  on  the
Corporation's  books, of the shareholder  proposing such business,  and the name
and address of the  beneficial  owner,  if any, on whose  behalf the proposal is
made,  (iii) the class and number of shares of the  Corporation  which are owned
beneficially  and of record by such  shareholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made, (iv) any material  interest
of such shareholder of record and the beneficial  owner, if any, on whose behalf
the proposal is made in such business, (v) a representation that the shareholder
intends  to  appear in person or by proxy at the  meeting  to bring  before  the
meeting  the  business  specified  in the notice,  and (vi) the total  number of
shares of the  Corporation  that will be voted by the notifying  shareholder for
such proposal.

                  (c) Notwithstanding anything in these By-Laws to the contrary,
no  business  shall be  conducted  at an annual  or  special  meeting  except in
accordance  with the  procedures  set forth in this By-Law.  The chairman of the
meeting shall,  if the facts warrant,  determine and declare to the meeting that
business was not properly  brought before the meeting and in accordance with the
procedures prescribed by this By-Law, and if he should so determine, he shall so
declare to the meeting and any such  business  not properly  brought  before the
meeting  shall not be  transacted.  Any such  decision by the chairman  shall be
final, binding and conclusive upon all parties in interest.  Notwithstanding the
foregoing  provisions of this By-Law,  a shareholder  shall also comply with all
applicable  requirements of the Securities Exchange Act of 1934, as amended, and
the rules and  regulations  thereunder  with respect to the matters set forth in
this By-Law.

SECTION 10: No Consents in Lieu of Meeting.  No action of the shareholders shall
be taken by either unanimous consent or partial written consent or other consent
in lieu of a meeting.


                                       -4-
<PAGE>


                                  ARTICLE II

                               Board of Directors

SECTION 1:  Powers.  The  business  and  affairs of the  Corporation,  except as
otherwise  provided by statute,  the Articles of Incorporation or these By-Laws,
shall be  conducted  and  managed  by the  Board of  Directors.  The  number  of
Directors of the Corporation, which shall be not more than eighteen (18) and not
less than ten (10), shall be determined from time to time by the Directors.

SECTION 2: Election. The Directors of the Corporation shall be elected by ballot
at the annual meeting of the shareholders and shall serve one (1) year and until
their  successors  shall be duly elected and  qualified  or until their  earlier
death, resignation or removal.

SECTION 3:  Annual Meeting. The regular annual meeting of the Board of Directors
shall be held immediately  following each meeting of the shareholders at which a
Board of Directors shall have been elected for the purpose of  organization  and
the transaction of other business.

SECTION 4: Regular Meetings. In addition to the annual meeting, regular meetings
of the Board of Directors  shall be held at such  intervals as may be fixed from
time to time by the Board of Directors.

SECTION 5: Special  Meetings.  Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President, or a Vice President, or by a
majority  of the  Board of  Directors,  and  shall be held at the time and place
specified in the call for such special meeting.

SECTION 6: Place of  Meeting.  Subject  to the  provisions  of Section 4 of this
Article II,  regular and special  meetings of the Board of Directors may be held
within or without the Commonwealth of Pennsylvania, and at such times and places
as,  in the case of a  regular  meeting,  may be  stated  in the  notice  of the
meeting,  or in the case of a special meeting,  may be specified in the call for
such meeting.

SECTION 7: Conference  Calls.  Any one or more members of the Board of Directors
of the Corporation or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar  communications
equipment  allowing all persons  participating in the meeting to hear each other
at the same time.  Participation  by such means  shall  constitute  presence  in
person  at a  meeting.  No  persons  may  participate  in  any  meeting  of  the
shareholders  by means  of a  conference  telephone  or  similar  communications
equipment.


                                     -5-
<PAGE>


SECTION  8:  Notice  of  Meetings.  Notice of the  place,  day and hour of every
regular  and  special  meeting  of the Board of  Directors  shall be given  each
Director  before the meeting  personally  be  telegram,  letter or telefax or by
mail,  postage  prepaid,  to the address on the books of the  Corporation  or as
otherwise  provided by law at least four (4) days before the meeting.  No notice
need be given any  director who waives such notice in writing  either  before or
after the holding  thereof,  and attendance at any such meeting shall constitute
waiver of notice thereof  except as otherwise  provided by law. No notice of any
adjournment meeting of the Board of Directors need be given.

SECTION  9:  Quorum.  No less  than  one-half  of the Board of  Directors  shall
constitute a quorum for the  transaction of any business at every meeting of the
Board of Directors,  but if at any meeting there be less than a quorum present a
majority of those  present may adjourn the meeting from time to time but not for
a period of over thirty (30) days at any one time,  without notice other than by
announcement  at the meeting until a quorum shall attend.  At any such adjourned
meeting at which a quorum shall  attend,  any business may be  transacted  which
might have been transacted at the meeting as previously modified.

SECTION  10:  Committees.  From  time to time,  the  Board of  Directors  may by
resolution provide for and appoint the members of an Executive Committee, or any
other regular or special committee, or committees, and all such committees shall
have and may exercise  such powers as shall be conferred  or  authorized  by the
resolution of appointment.

SECTION 11: Vacancies.  Vacancies in the Board of Directors occurring during the
year shall be filled for the  unexpired  terms by a  majority  of the  remaining
members of the Board of Directors although less than a quorum.

SECTION 12:  Limitation on Liability.  A Director shall not be personally liable
for monetary  damages 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
office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation
Law of 1988,  as the same  may be  amended  (relating  to  standard  of care and
justifiable  reliance)  and (b) the breach or  failure  to  perform  constitutes
self-dealing, willful misconduct or recklessness. The provisions of this Section
12 shall not apply to (a) the responsibility or liability of a Director pursuant
to any  criminal  statute or (b) the  liability of a Director for the payment of
taxes  pursuant to local,  state or federal law. Any repeal or  modification  of
this  Section  12 shall be  prospective  only,  and  shall  not  affect,  to the
detriment  of any  Director,  any  limitation  on the  personal  liability  of a
Director of the corporation existing at the time of such repeal or modification.


                                     -6-
<PAGE>


                                 ARTICLE III

                                    Officers


SECTION 1: Officers.  The Officers of the Corporation shall be a Chairman of the
Board of Directors,  a President,  one or more Vice  Presidents  (one or more of
whom may be designated as Executive Vice Presidents or Senior Vice Presidents by
the Board of  Directors),  a  Treasurer,  one or more  Assistant  Treasurers,  a
Secretary, and one or more Assistant Secretaries and a Controller.  The Board of
Directors  may  elect  such  other  officers  as they may from time to time deem
necessary,  who shall have such  authority and shall perform such duties as from
time to time may be prescribed by the Board of Directors.

SECTION 2:  Officers  Holding  More Than One Office.  Any two (2) of the offices
provided for in this Article III may be held by the same person  except that the
President  may not hold the  office  of Vice  President  or  Secretary,  nor the
Treasurer  that of  Assistant  Treasurer,  nor the  Secretary  that of Assistant
Secretary.

SECTION 3: Chairman of the Board.  The Chairman of the Board of Directors  shall
preside at all meetings of the Board of Directors.  He shall have supervision of
such matters as may be designated to him by the Board of Directors. The Board of
Directors may elect a Vice Chairman of the Board,  who shall have such authority
and shall perform such duties as from time to time may be presented by the Board
of Directors.

SECTION 4:  President.  The President shall have such authority and perform such
duties as may from time to time be  assigned  to him by the Board of  Directors,
and,  in the absence of the  Chairman of the Board and the Vice  Chairman of the
Board, he shall preside at all meetings of the Board of Directors.

SECTION 5: Chief  Executive  Officer.  Either the  Chairman  of the Board or the
President, as determined by the Board of Directors, shall be the chief executive
officer of the Corporation  and,  subject to the Board of Directors,  shall have
general charge of the business and affairs of the Corporation.

SECTION 6: Vice Presidents. The Vice Presidents shall perform such duties as may
be  incidental  to their office and as may be assigned to them from time to time
by the Board of Directors. In the absence of the President,  the specific duties
assigned to that officer shall be exercised by the Vice Presidents.

SECTION 7:  Secretary.  The Secretary  shall keep the minutes of all meetings of
the Board of Directors  and the minutes of all meetings of the  shareholders  in
books  provided for that  purpose.  He shall attend to the giving and serving of
all notices of the Corporation and shall be the custodian of the corporate seal.
He shall have  charge of and keep and  preserve  such  books and  records of the
Corporation  as the Board of Directors may  prescribe,  and he shall perform all
other duties incidental to his office and as may be assigned to him by the Board
of  Directors  from  time to time.  Unless  otherwise  ordered  by the  Board of
Directors,  he may  certify  copies  of and  extracts  from any of the  official
records  of the  Corporation  and may also  certify  as to the  Officers  of the
Corporation and as to similar matters.


                                     -7-
<PAGE>


SECTION 8: Treasurer. The Treasurer shall have the care and custody of the funds
and  securities  of the  Corporation  and shall deposit the same in such bank or
banks as the Board of Directors may select, or in the absence of such selection,
as may be selected by him. He shall disburse the funds of the Corporation in the
regular conduct of its business or as may be ordered by the Board. The Treasurer
shall  perform such other duties as the Board of Directors may from time to time
require.

SECTION 9:  Controller.  The Controller  shall maintain  adequate records of all
assets,  liabilities  and  transactions  of the  Corporation;  see that adequate
audits thereof are currently and regularly made; and, in conjunction  with other
officers and  department  heads,  initiate and enforce  measures and  procedures
whereby the business of this  Corporation  shall be  conducted  with the maximum
safety, efficiency and economy. He shall have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe.

SECTION 10:  Assistant  Secretaries  and  Assistant  Treasurers.  The  Assistant
Secretaries  and  Assistant  Treasurers  shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or by the President,
or by the  Secretary  or the  Treasurer  respectively,  and  in the  absence  or
incapacity of the Secretary or Treasurer,  shall have the powers and perform the
duties of those officers respectively.

SECTION 11: Vacancies.  Vacancies in any of the offices provided herein shall be
filled by the Board of Directors by majority vote for the unexpired terms.

SECTION 12: Contracts,  Notes,  Drafts, Etc. Except as otherwise provided by the
Board of Directors,  all written material  contracts,  deeds,  bonds and similar
instruments of the Corporation,  shall be executed on its behalf by the Chairman
of the  Board,  the  Vice  Chairman  of the  Board,  the  President  or any Vice
President or Treasurer and shall be either:  (a)  countersigned by the Secretary
or an Assistant  Secretary of the  Corporation  or (b) have the  corporate  seal
affixed  thereto and  attested by the  Secretary,  an  Assistant  Secretary or a
member  of the legal  department  of the  Corporation.  Notes  drawn and  drafts
accepted by the  Corporation  shall be valid only when signed by the Chairman of
the Board,  the Vice Chairman of the Board, the President or any Vice President,
the Treasurer or the Controller,  and countersigned by the Secretary,  Assistant
Treasurer,  any Assistant  Secretary or any Assistant  Controller.  Funds of the
Corporation  deposited in banks and other  depositories  by checks,  drafts,  or
other orders for the payment of money,  bearing the signatures of any two (2) of
the  officers  and/or such other  employees of the  Corporation  as the Board of
Directors  may from time to time  designate;  and,  in lieu of manual  signature
thereof,  the Board of Directors may adopt and thereupon the Corporation may use
a facsimile signature of any officer or officers,  notwithstanding the fact that


                                     -8-
<PAGE>


such  officer or officers  may no longer be employed by the  Corporation  at the
time the checks bearing such facsimile signature are actually drawn or presented
for  payment.  The funds  deposited  in banks or other  depositories  in special
accounts for payroll or other purposes shall be drawn from such  depositories by
checks  signed by any two  officers  or such  person or  persons as the Board of
Directors may from time to time designate. Whenever the Board of Directors shall
provide by  resolution  that any  contract or note shall be  executed,  or draft
accepted,  in any  other  manner  and by any  other  officer  or  agent  than as
specified in these By-Laws, such method of execution,  acceptance or endorsement
shall be as equally  effective to bind the  Corporation as if specified  herein.
Access to the safe  deposit  boxes of the  Corporation  shall be had only in the
presence of any two of the following  officers,  that is to say, the Chairman of
the Board,  the Vice Chairman of the Board,  the President,  any one of the Vice
Presidents,  the Secretary, the Treasurer, or the Controller, or in the presence
of any one of the  aforementioned  officers  and an  Assistant  Secretary  or an
Assistant  Treasurer.  The signing of any  instrument or the doing of any act by
any person  elected a Vice  President as such Vice  President,  or by any person
elected  an  Assistant  Secretary  or  Assistant  Treasurer  as  such  Assistant
Secretary  or Assistant  Treasurer,  as the case may be, shall not be subject to
any inquiry as to whether the President,  the Secretary or the Treasurer, as the
case may be, was at the time of such signing or of such act, absent, unavailable
or under any disability.


                                   ARTICLE IV

                                 Indemnification

SECTION 1: Right to  Indemnification.  Subject to Section 3 of this  Article IV,
theCorporation shall indemnify to the fullest extent permitted by applicable law
any  person who was or is a party or is  threatened  to be made a party to or is
otherwise  involved in any  threatened,  pending or  completed  action,  suit or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by reason of the fact that such  person is or was a Director  or
Officer  of  the  Corporation,  or is or  was  serving  at  the  request  of the
Corporation as a director or officer of another corporation or of a partnership,
joint venture,  trust or other enterprise or entity,  whether or not for profit,
whether  domestic  or foreign,  including  service  with  respect to an employee
benefit plan, its participants or beneficiaries, against all liability, loss and
expense (including  attorneys' fees and amounts paid in settlement) actually and
reasonably  incurred by such person in connection with such Proceeding,  whether
or not the  indemnified  liability  arises or arose from any Proceeding by or in
the right of the Corporation.

SECTION  2:  Advance of  Expenses.  Subject  to  Section 3 of this  Article  IV,
expenses  incurred by a Director or Officer in defending (or acting as a witness
in) a  Proceeding  shall be paid by the  Corporation  in  advance  of the  final
disposition of such  Proceeding,  subject to the  provisions of applicable  law,
upon  receipt of an  undertaking  by or on behalf of the  Director or Officer to
repay such amount if it shall  ultimately be determined  that such person is not
entitled to be indemnified by the Corporation under applicable law.


                                     -9-
<PAGE>


SECTION 3: Procedure for Determining  Permissibility.  To determine  whether any
indemnification or advance of expenses under this Article IV is permissible, the
Board of Directors by a majority  vote of a quorum  consisting  of Directors who
are not parties to such  Proceeding  may,  and on request of any person  seeking
indemnification  or  advance of  expenses  shall,  determine  (i) in the case of
indemnification,  whether the standards under  applicable law have been met, and
(ii) in the case of  advance  of  expenses  prior to a change of  control of the
Corporation as set forth below,  whether such advance is  appropriate  under the
circumstances,   provided  that  each  such  determination   shall  be  made  by
independent  legal  counsel  if  such  quorum  is not  obtainable,  or,  even if
obtainable,  a majority vote of a quorum of disinterested  Directors so directs;
and  provided  further  that,  if  there  has been a change  in  control  of the
Corporation  between the time of the action or failure to act giving rise to the
claim for  indemnification  or  advance of  expenses  and the time such claim is
made,  at the  option  of the  person  seeking  indemnification  or  advance  of
expenses,   the  permissibility  of  indemnification   shall  be  determined  by
independent  legal  counsel  and the  advance of  expenses  shall be  obligatory
subject to  receipt of the  undertaking  in Section 2 of this  Artiicle  IV. The
reasonable expenses of any Director or Officer in prosecuting a successful claim
for indemnification,  and the fees and expenses of any independent legal counsel
engaged to determine  permissibility of  indemnification or advance of expenses,
shall be borne by the Corporation.  As used herein, a "change of control" of the
Corporation  means (a) the  acquisition by any person or entity,  or two or more
such persons or entities acting in concert, of beneficial  ownership (within the
meaning of Rule 13d-3, or any successor rule, of the Securities  Exchange Act of
1934,  as amended) of more than fifty percent  (50%) of the  outstanding  voting
shares of the  Corporation  or (b) any change in one-third  (1/3) or more of the
members of the Board of Directors  unless such change was approved by a majority
of the Continuing Directors. The term "Continuing Directors" means the Directors
existing on July 22, 1999 or any person who  subsequently  becomes a Director if
such person's  nomination  for election or election to the Board of Directors is
recommended or approved by the Continuing Directors.

SECTION  4:  Contractual  Obligation.  The  obligations  of the  Corporation  to
indemnify a Director or Officer under this Article IV, including, if applicable,
the duty to  advance  expenses,  shall be  considered  a  contract  between  the
Corporation  and such Director or Officer,  and no modification or repeal of any
provision of this Article IV shall  affect,  to the detriment of the Director or
Officer, such obligations of the Corporation in connection with a claim based on
any act or failure to act occurring before such modification or repeal.

SECTION   5:   Indemnification   Not   Exclusive;   Inuring  of   Benefit.   The
indemnification  and  advancement of expenses  provided by this Article IV shall
not be deemed  exclusive  of any other  right to which  one  indemnified  may be
entitled under any statute,  agreement,  vote of shareholders or otherwise, both
as to action in such  person's  official  capacity  and as to action in  another
capacity while holding such office, and shall inure to the benefit of the heirs,
legal representatives and estate of any such person.


                                     -10-
<PAGE>


SECTION 6:  Insurance and Other  Indemnification.  The Board of Directors  shall
have the power to (a) authorize the Corporation to purchase and maintain, at the
Corporation's  expense,  insurance on behalf of the Corporation and on behalf of
others to the extent that power to do so has not been prohibited by statute, (b)
create any fund of any nature, whether or not under the control of a trustee, or
otherwise  secure  any of its  indemnification  obligations,  and (c) give other
indemnification to the extent permitted by statute.


                                    ARTICLE V

                                  Capital Stock

SECTION 1: Share Certificates.  Every shareholder of record shall be entitled to
a share certificate representing the shares held by him. Every share certificate
shall bear the  corporate  seal (which may be a facsimile)  and the signature of
the President or a Vice President and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer of the Corporation.  Where a certificate
is signed by a  transfer  agent or  registrar  the  signature  of any  corporate
officer may be a facsimile.

SECTION 2: Transfers. Transfers of share certificates and the shares represented
thereby  shall be made on the books of the  Corporation  only by the  registered
holder or by duly authorized attorney. Transfers shall be made only on surrender
of the share certificate or certificates.


                                   ARTICLE VI

                                  Record Dates

SECTION  1:  Record  Dates.  Subject  to  the  requirements  of  law  and to the
provisions  of the Articles of  Incorporation,  the Board of Directors may fix a
time not exceeding, except in the case of an adjourned meeting, ninety (90) days
preceding  the date of any  meeting of  shareholders,  or the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or  conversion  or  exchange  of shares  shall go into  effect or any
consent  of  shareholders   shall  be  obtained,   as  a  record  date  for  the
determination of the  shareholders  entitled to notice of or to vote at any such
meeting or  entitled to receive any such  dividend or  distribution  or any such
allotment  of rights,  or to exercise  the rights in respect to any such change,
consent, conversion or exchange of shares, and in such case only shareholders of
record on the date so fixed  shall be  entitled  to notice of or to vote at such
meeting or to receive such dividend,  distribution or allotment of rights, or to
exercise  such rights as the case may be,  notwithstanding  any  transfer of any
shares of stock on the books of the  Corporation  after any record date fixed as
aforesaid.  The Board of Directors, in their discretion,  may close the books of
the Corporation against transfers of shares during the whole or any part of such
period.


                                      -11-
<PAGE>


                                   ARTICLE VII

                                    Dividends

SECTION 1:  Declaration  of Dividends.  Subject to the provisions of statute and
the Articles of  Incorporation,  dividends  may be declared and paid as often at
such times as the Board of Directors may determine.

                                  ARTICLE VIII

                                Sundry Provisions

SECTION 1: Seal.  The seal of the  Corporation  shall be in such force and shall
bear such  inscription  as may be adopted by the Board of  Directors.  If deemed
advisable by the Board of Directors,  a duplicate seal or duplicate by seals may
be provided and kept for the necessary purposes of the Corporation.

SECTION 2: Fiscal Year.  The fiscal year of the  Corporation  shall  commence on
January 1st of each year and end on December 31st of each year, unless otherwise
provided by the Board of Directors.

SECTION 3: Voting Stock of Other Corporations.  Any stock in other corporations,
which may from time to time be held by this Corporation,  may be represented and
voted at any meeting of shareholders of such other  corporations or instructions
given to any nominee  holding  such  stock,  by the  Chairman of the Board,  the
President or Vice  Presidents of the  Corporation,  or by proxy  executed in the
name of this  Corporation  by its  Chairman of the Board,  Vice  Chairman of the
Board,  President  or a Vice  President,  with the  corporate  seal  affixed and
attested by the Secretary or an Assistant Secretary.


                                   ARTICLE IX

                                   Amendments

SECTION 1: Amendments. Except as otherwise provided by law, these By-Laws may be
amended at any meeting of the Board of Directors at which a quorum is present by
a majority vote of the Directors  present,  or they may be amended by a majority
vote at any meeting of  shareholders  entitled  to vote  thereon,  provided,  in
either case, notice of the proposed  amendment was included in the notice of the
meeting  (unless,  in the  case  of  amendment  at a  meeting  of the  Board  of
Directors, such notice is waived by a majority vote of the Directors present).


                                     -12-
<PAGE>

                                    ARTICLE X

                           Certain Matters Relating to
                         Pennsylvania Act No. 36 of 1990

SECTION 1: Section 511.  Subsections (d) through (f) of Section 511, Standard of
Care  and  Justifiable  Reliance,  of the  Pennsylvania  Associations  Code,  as
amended, shall not be applicable to the Corporation.

SECTION 2: Section 1721.  Subsections (e) through (g) of Section 1721,  Board of
Directors,  of  Pennsylvania   Associations  Code,  as  amended,  shall  not  be
applicable to the Corporation.

SECTION 3: Subchapter G, Chapter 25. Subchapter G,  Control-Share  Acquisitions,
of Chapter 25 of the Pennsylvania  Associations  Code, as amended,  shall not be
applicable to the Corporation.

SECTION 4:  Subchapter  H, Chapter 25.  Subchapter  H,  Disgorgement  by Certain
Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of
the Pennsylvania  Associations Code, as amended,  shall not be applicable to the
Corporation.


                                   ARTICLE XI

               Separability; Effect of Determination by the Board


SECTION 1: Separability.  The provisions of these By-Laws are independent of and
separate from each other, and no provision shall be affected or rendered invalid
or  unenforceable  because  for any  reason  any  other or others of them may be
invalid or unenforceable in whole or in part.

SECTION 2: Effect of Determination by the Board. Any determination involving the
interpretation  or  application of these By-Laws made in good faith by the Board
of Directors shall be final, binding and conclusive on all parties in interest.


                                     -13-