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                                        BYLAWS
                                          OF
                                 IBS FINANCIAL CORP.

                 (AMENDED AND RESTATED EFFECTIVE AS OF JULY 19, 1996)

                                 ARTICLE I.  OFFICES

    1.1  REGISTERED OFFICE AND REGISTERED AGENT.  The registered office of IBS
Financial Corp. ("Corporation") shall be located in the State of New Jersey at
1909 East Route 70, Cherry Hill, New Jersey 08003, or at such place as may be
fixed from time to time by the Board of Directors upon filing of such notices as
may be required by law, and the registered agent shall have a business office
identical with such registered office.

    1.2  OTHER OFFICES.  The Corporation may have other offices within or
outside the State of New Jersey at such place or places as the Board of
Directors may from time to time determine.


                         ARTICLE II.  STOCKHOLDERS' MEETINGS

    2.1  MEETING PLACE.  All meetings of the stockholders shall be held at the
principal place of business of the Corporation, or at such other place as shall
be determined from time to time by the Board of Directors, and the place at
which any such meeting shall be held shall be stated in the notice of the
meeting.

    2.2  ANNUAL MEETING TIME.  The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the third Friday of
January at the hour of 10:00 a.m., if not a legal holiday, and if a legal
holiday, then on the day following, at the same hour, or at such other date and
time as may be determined by the Board of Directors and stated in the notice of
such meeting.

    2.3  ORGANIZATION.  Each meeting of the stockholders shall be presided over
by the Chairman of the Board or by the President, or if neither the Chairman nor
the President is present, by an Executive or Senior Vice President or such other
officer as designated by the Board of Directors.  The Secretary, or in his
absence a temporary Secretary, shall act as secretary of each meeting of the
stockholders.  In the absence of the Secretary and any temporary Secretary, the
chairman of the meeting may appoint any person present to act as secretary of
the meeting.  The chairman of any meeting of the stockholders, unless prescribed
by law or regulation or unless the Chairman of the Board has otherwise
determined, shall determine the order of the business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

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    2.4  SPECIAL MEETINGS.  Special Meetings of the Stockholders of the Company
shall be called and held as provided in the Company's Certificate of
Incorporation, which provision is incorporated herein by reference with the same
effect as if it were set forth herein.

    2.5  NOTICE.  Notice of the time, place and purpose or purposes of the
annual meeting or a special meeting of stockholders shall be given by delivering
personally or by mailing a written or printed notice of the same, at least ten
days and not more than sixty days prior to the meeting, to each stockholder of
record entitle to vote at such meeting.  When any stockholders' meeting, either
annual or special, is adjourned for thirty days or more, or if a new record date
is fixed for an adjourned meeting of stockholders, notice of the adjourned
meeting shall be given as in the case of an original meeting.  It shall not be
necessary to give any notice of the time and place of any meeting adjourned for
less than thirty days or of the business to be transacted thereat (unless a new
record date if fixed therefor), other than an announcement at the meeting at
which such adjournment is taken.

    2.6  VOTING RECORD.  At least ten days before each meeting of stockholders,
a complete record of the stockholders entitled to vote at such meeting, or any
adjournment thereof, shall be made, arranged in alphabetical order, with the
address of and number of shares held by each, which record shall be kept on file
at the registered office of the Corporation for a period of ten days prior to
such meeting.  The record shall be kept open at the time and place of such
meeting for the inspection of any stockholder.

    2.7  QUORUM.  Except as otherwise provided by these Bylaws, the Certificate
of Incorporation or the Business Corporation Act of New Jersey:

         (a)  A quorum at any annual or special meeting of stockholders shall
    consist of stockholders representing, either in person or by proxy, a
    majority of the outstanding capital stock of the Corporation entitled to
    vote at such meeting.

         (b)  The votes of a majority in interest of those present at any
    properly called meeting or adjourned meeting of stockholders at which a
    quorum, as defined above, is present, shall be sufficient to transact
    business.

    2.8  VOTING OF SHARES.

         (a)  Except as otherwise provided in these Bylaws or to the extent
    that voting rights of the shares of any class or classes are limited or
    denied by the Certificate of Incorporation or the Business Corporation Act
    of New Jersey, each stockholder, on each matter submitted to a vote at a
    meeting of stockholders, shall have one vote for each share of stock
    registered in his name on the books of the Corporation.

         (b)  Stockholders shall not be permitted to cumulate their votes for
    the election of directors.  For the purposes of this Section, cumulative
    voting means a stockholder's

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    ability to vote, in person or by proxy, the number of shares owned by him or
    her for as many persons as there are directors to be elected and for whose
    election the stockholder has a right to vote, or to cumulate the votes by
    giving one candidate as many votes as the number of such directors to be
    elected multiplied by the number of his or her shares shall equal, or by
    distributing such votes on the same principle among any number of
    candidates.

         (c)  Directors are to be elected by a plurality of votes cast by the
    shares entitled to vote in the election at a meeting at which a quorum is
    present.  If, at any meeting of stockholders, due to a vacancy or vacancies
    or otherwise, directors of more than one class of the Board of Directors
    are to be elected, each class of directors to be elected at the meeting
    shall be elected in a separate election by a plurality vote.

    2.9  FIXING OF RECORD DATE.  For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors may fix in advance a record date for any such determination of
stockholders, such date to be not more than sixty days and, in case of a meeting
of stockholders, not less than ten days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.

    2.10 PROXIES.  A stockholder may vote either in person or by proxy executed
in writing by the stockholder, or his or her duly authorized attorney-in-fact. 
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

    2.11 WAIVER OF NOTICE.  A waiver of any notice required to be given any
stockholder, signed in person or by proxy of the person or persons entitled to
such notice, whether before or after the time stated therein for the meeting,
shall be equivalent to the giving of such notice.

    2.12 VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS.  When ownership
stands in the name of two or more persons, in the absence of written directions
to the Corporation to the contrary, at any meeting of the stockholders of the
Corporation any one or more of such stockholders may cast, in person or by
proxy, all votes to which such ownership is entitled.  In the event an attempt
is made to cast conflicting votes, in person or by proxy, by the several persons
in whose names shares of stock stand, the written agreement, if any, which
governs the manner in which such shares shall be voted shall control, or if a
written agreement does not exist, the vote or votes to which those persons are
entitled shall be cast as directed by a majority of those holding such stock and
present in person or by proxy at such meeting.  If a majority of votes is not
present at the meeting in person or by proxy, the shares shall be divided
equally among those persons in whose names the ownership of the stock stands.

    2.13 VOTING OF SHARES BY CERTAIN HOLDERS.  Shares standing in the name of
another corporation may be voted by an officer, agent or proxy as the bylaws of
such corporation

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may prescribe, or, in the absence of such provision, as the board of directors
of such corporation may determine.  Shares held by an administrator, executor,
guardian or conservator may be voted by him or her, either in person or by
proxy, without a transfer of such shares into his or her name.  Shares standing
in the name of a trustee may be voted by him or her, either in person or by
proxy.  Shares standing in the name of a receiver may be voted by such 
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so is contained in an appropriate order of the court or other public
authority by which such receiver was appointed.  A stockholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.

    2.14 INSPECTORS.  For each meeting of stockholders, the Board of Directors
may appoint one or more inspectors of election.  If for any meeting the
inspector(s) appointed by the Board of Directors shall be unable to act or the
Board of Directors shall fail to appoint any inspector, one or more inspectors
may be appointed at the meeting by the chairman thereof.  Such inspector(s)
shall conduct the voting in each election of directors and, as directed by the
Board of Directors or the chairman of the meeting, the voting on the matters
voted on at such meeting, and after the voting shall make a certificate of the
vote taken.  Inspectors need not be stockholders.


                             ARTICLE III.  CAPITAL STOCK

    3.1  CERTIFICATES.  Certificates of stock shall be issued in numerical
order, and each stockholder shall be entitled to a certificate signed by the
Chairman or Vice Chairman of the Board or President or a Vice President, and may
be countersigned by the Secretary or the Treasurer, and may be sealed with the
seal of the Corporation or a facsimile thereof.  The signatures of such officers
may be facsimiles if the certificate is manually signed on behalf of a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation.  If an officer who has signed or whose facsimile
signature has been placed upon such certificate ceases to be an officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if the person were an officer on the date of issue.  Each certificate
of stock shall state:

         (a)  that the Corporation is organized under the laws of the State of
    New Jersey;

         (b)  the name of the person to whom issued;

         (c)  the number and class of shares and the designation of the series,
    if any, which such certificate represents;

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         (d)  that the Corporation will furnish to any stockholder upon request
    and without charge, a full statement of (i) the designations, relative
    rights, preferences and limitations of the shares of each class and series
    authorized to be issued, so far as the same have been determined, and (ii)
    the authority of the Board of Directors to divide the shares into classes
    or series and to determine and change the relative rights, preferences and
    limitations of any class or series.

    3.2  TRANSFERS.

         (a)  Transfers of stock shall be made only upon the stock transfer
    books of the Corporation, kept at the registered office of the Corporation
    or at its principal place of business, or at the office of its transfer
    agent or registrar, and before a new certificate is issued, the old
    certificate shall be surrendered for cancellation.  The Board of Directors
    may, by resolution, open a share register in any state of the United
    States, and may employ an agent or agents to keep such register, and to
    record transfers of shares therein.

         (b)  Shares of stock shall be transferred by delivery of the
    certificates therefor, accompanied either by an assignment in writing on
    the back of the certificate or an assignment separate from the certificate,
    or by a written power of attorney to sell, assign and transfer the same,
    signed by the holder of said certificate.  No shares of stock shall be
    transferred on the books of the Corporation until the outstanding
    certificates therefor have been surrendered to the Corporation.

    3.3  REGISTERED OWNER.   Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the State of New Jersey.  The Board of Directors may
adopt by resolution a procedure whereby a stockholder of the Corporation may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of such stockholder are held for the account of a
specified person or persons.  The resolution shall set forth:

         (a)  The classification of stockholder who may certify;

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

         (c)  The form of certification and information to be contained herein;

         (d)  If the certification is with respect to a record date or closing
of the stock transfer books, the date within which the certification must be
received by the Corporation; and

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         (e)  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 above
requirements, the persons specified in the certification shall be deemed, for
the purpose or purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the stockholder making the
certification.

    3.4  MUTILATED, LOST OR DESTROYED CERTIFICATES.   In case of any
mutilation, loss or destruction of any certificate of stock, another may be
issued in its place upon receipt of proof of such mutilation, loss or
destruction.  The Board of Directors may impose conditions on such issuance and
may require the giving of a satisfactory bond or indemnity to the Corporation in
such sum as they might determine, or establish such other procedures as they
deem necessary.

    3.5  FRACTIONAL SHARES OR SCRIP.   The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.

    3.6  SHARES OF ANOTHER CORPORATION.     Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.


                            ARTICLE IV. BOARD OF DIRECTORS

    4.1  POWERS.   The business and affairs of the Corporation shall be managed
by or under the direction of a Board of Directors.  In addition to the powers
and authorities expressly conferred upon it by these Bylaws and the Certificate
of Incorporation, all powers of the Corporation may be exercised by or under the
authority of the Board of Directors, except as conferred on or reserved to the
stockholders by law or by these Bylaws or the Certificate of Incorporation.

    4.2  NUMBER AND ELECTION OF DIRECTORS.

         (a)  The Board of Directors shall be divided into four classes as
nearly equal in number as possible.  At the first annual meeting of stockholders
following the effective date of the Corporation's Certificate of Incorporation,
directors of the first class shall be elected to hold office for a term expiring
at the next succeeding annual meeting, directors

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of the second class shall be elected to hold office for a term expiring at the
second succeeding annual meeting, directors of the third class shall be elected
to hold office for a term expiring at the third succeeding annual meeting,
directors of the fourth class shall be elected to hold office for a term
expiring at the fourth succeeding annual meeting, and, with respect to directors
of each class, until their respective successors are elected and qualified. At
each subsequent annual meeting of stockholders, directors elected to succeed
those whose terms are expiring shall be elected for a term of office to expire
at the fourth succeeding annual meeting of stockholders and until their
respective successors are elected and qualified.  Directors need not be
stockholders or residents of the State of New Jersey.

         (b)  The number of directors of the Corporation that shall constitute
the initial Board of Directors shall be seven.  The number of directors may at
any time be increased or decreased by the affirmative vote of two-thirds of the
Whole Board of Directors and a majority of the Continuing Directors, as such
capitalized terms are defined in Article 8.1 of the Corporation's Certificate of
Incorporation, provided that no decrease shall have the effect of shortening the
term of any incumbent director (except as provided in Section 4.4 hereunder).
Notwithstanding anything to the contrary contained in these Bylaws, the number
of Directors may not be less than five nor more than fifteen.

    4.3  VACANCIES.     All vacancies in the Board of Directors, whether caused
by resignation, death or otherwise, shall be filled in the manner provided in
the Corporation's Certificate of Incorporation.  

    4.4  REMOVAL OF DIRECTORS.    Directors may only be removed in the manner
provided in the Corporation's Certificate of Incorporation.

    4.5  REGULAR MEETING.    Regular meetings of the Board of Directors or any
committee may be held at the principal place of business of the Corporation or
at such other place or places, either within or without the State of New Jersey,
as the Board of Directors or such committee, as the case may be, may from time
to time designate.  The annual meeting of the Board of Directors shall be held
without notice immediately after the adjournment of the annual meeting of
stockholders.  Notice of all regular meetings of the Board of Directors shall be
given to each director by five days' service of the same by telegram, by letter
or personally.  Such notice need not specify the business to be transacted at,
nor the purpose of, the meeting.

    4.6  SPECIAL MEETINGS.

         (a)  Special meetings of the Board of Directors may be called at any
time by the Chairman, the President or by a majority of the authorized number of
directors, to be held at the principal place of business of the Corporation or
at such other place or places as the Board of Directors or the person or persons
calling such meeting may from time to time designate.  Notice of all special
meetings of the Board of Directors shall be given to

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each director by five days' service of the same by telegram, by letter or
personally.  Such notice need not specify the business to be transacted at, nor
the purpose of, the meeting.

         (b)  Special meetings of any committee may be called at any time by
such person or persons and with such notice as shall be specified for such
committee by the Board of Directors, or in the absence of such specification, in
the manner and with the notice required for special meetings of the Board of
Directors.

    4.7  QUORUM AND ACTION BY BOARD.   A majority of the Board of Directors
shall be necessary at all meetings to constitute a quorum for the transaction of
business.  Any action approved by a majority of the votes of Directors present
at a meeting at which a quorum is present shall be the act of the Board of any
committee thereof.

    4.8  WAIVER OF NOTICE.   Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.  A waiver of notice signed by
the director or directors, whether before or after the time stated for the
meeting, shall be equivalent to the giving of notice.

    4.9  REGISTERING DISSENT.     A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such action unless his or her dissent shall be
entered in the minutes of the meeting, or unless he or she shall file his or her
written dissent to such action with the person acting as the secretary of the
meeting, before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

    4.10 EXECUTIVE AND OTHER COMMITTEES.  The Board of Directors may appoint an
Executive Committee and the Board of Directors or the Chairman of the Board may
appoint such other standing or special committees of the Board from its members
from time to time and invest such committees with such powers as are deemed
appropriate, subject to such conditions as are deemed appropriate may be
prescribed by the Board.  An Executive Committee may be appointed by resolution
passed by a majority of the full Board of Directors.  It shall have and exercise
all of the authority of the Board of Directors, except in reference to amending
the Certificate of Incorporation or these Bylaws, adopting a plan of merger or
consolidation, recommending the sale, lease or exchange or other dispositions of
all or substantially all the property and assets of the Corporation otherwise
than in the usual and regular course of business, recommending a voluntary
dissolution or a revocation thereof, or such other matters that are reserved by
the Business Corporation Act of New Jersey to the Board of Directors.  All
committees so appointed shall keep regular minutes of the transactions of their
meetings and shall cause them to be recorded in books kept for that purpose in
the office of the Corporation.  The designation of any such committee, and

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the delegation of authority thereto, shall not relieve the Board of Directors,
or any member thereof, of any responsibility imposed by law.

    4.11 REMUNERATION.  Directors, as such, may receive a stated salary for
their services in the form of a retainer.  By resolution of the Board of
Directors, a reasonable fixed sum, and reasonable expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board of Directors; provided, that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.  Members of standing or special committees may
be allowed like compensation for attending committee meetings.

    4.12 ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or which
may be taken at a meeting of the Board of Directors, or of a committee thereof,
may be taken without a meeting if a consent in writing, setting forth the action
so taken or to be taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be.  Such consent shall have the same
effect as a unanimous vote.

    4.13 ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT.  Any action required
or which may be taken at a meeting of directors, or of a committee thereof, may
be taken by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time.

                                 ARTICLE V.  OFFICERS

    5.1  DESIGNATIONS.  The officers of the Corporation shall be a President, a
Chief Executive Officer, a Secretary and a Treasurer, and such Vice Presidents,
Assistant Secretaries and Assistant Treasurers as the Board of Directors may
designate, who shall be elected for one year by the directors at their first
meeting after the annual meeting of stockholders, and who shall hold office
until their successors are elected and qualified.  Any two or more offices may
be held by the same person.

    5.2  POWERS AND DUTIES.  The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine.  In the absence of action by the Board of
Directors, the officers shall have such powers and duties as generally pertain
to their respective offices.

    5.3  DELEGATION.  In the case of absence or inability to act of any officer
of the Corporation and of any person herein authorized to act in his or her
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may select.

    5.4  VACANCIES.  Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board
for the unexpired portion of the term.

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    5.5  OTHER OFFICERS.  Directors may appoint such other officers and agents
as they shall deem necessary or expedient, 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 of Directors.

    5.6  TERM - REMOVAL.  The officers of the Corporation shall hold office
until their successors are chosen and qualify.  Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the Board of Directors, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

    5.7  BONDS.  The Board of Directors may, by resolution, require any and all
of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


                          ARTICLE VI.  DIVIDENDS AND FINANCE

    6.1  DIVIDENDS.  Dividends may be declared by the Board of Directors and
paid by the Corporation out of the unreserved and unrestricted earned surplus of
the Corporation, subject to the conditions and limitations imposed by the State
of New Jersey.  The stock transfer books may be closed for the payment of
dividends during such periods of not in excess of sixty days, as from time to
time may be fixed by the Board of Directors.  The Board or Directors, however,
without closing the books of the Corporation, may declare dividends payable only
to the holders of record at the close of business on any business day not more
than sixty days prior to the date on which the dividend is paid.

    6.2  RESERVES.  Before making up any distribution of earned surplus, there
may be set aside out of the earned surplus of the Corporation such sum or sums
as the directors from time to time in their absolute discretion deem expedient
as a reserve fund to meet contingencies, or for equalizing dividends, or for
maintaining any property of the Corporation, or for any other purpose.  Any
earned surplus of any year not distributed as dividends shall be deemed to have
thus been set apart until otherwise disposed of by the Board of Directors.

    6.3  DEPOSITORIES.  The monies of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

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                                ARTICLE VII.  NOTICES

    Except as may otherwise be required by law, any notice to any stockholder
or director may be delivered personally or by mail.  If mailed, the notice shall
be deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his or her last known address in the records of
the Corporation, with postage thereon prepaid.


                                 ARTICLE VIII.  SEAL

    The corporate seal of the Corporation shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors.


                            ARTICLE IX.  BOOKS AND RECORDS

    The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of its stockholders and Board of
Directors; and it shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders and the number
and class of the shares held by each.  Any books, records and minutes may be in
written form or any other form capable of being converted into written form
within a reasonable time.


                                ARTICLE X.  AMENDMENTS

    These Bylaws may be altered, amended or repealed in the manner set forth in
the Certificate of Incorporation.

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