BYLAWS
                                       OF
                           CHESTER VALLEY BANCORP INC.

                                    ARTICLE I
                                     OFFICES

         1.1 Registered  Office. The registered office of Chester Valley Bancorp
Inc. (the "Corporation") shall be located in the Commonwealth of Pennsylvania 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.

         1.2 Other  Offices.  The  Corporation  may have other offices within or
outside the Commonwealth of Pennsylvania at such place or places as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II
                             STOCKHOLDERS' MEETINGS

         2.1 Meeting Place.  All meetings of the stockholders of the Corporation
shall be held at the principal place of business of the Corporation,  or at such
other  place  within or without the  Commonwealth  of  Pennsylvania  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.  An annual  meeting of the  stock-holders  for the
election of  directors  and for the  transaction  of such other  business as may
properly  come before the meeting  shall be held at such 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 any  Executive  or  Senior  Vice
President. The Secretary, or in his or her absence an Assistant Secretary, shall
act as  secretary  of each  meeting of the  stockholders.  In the absence of the
Secretary and any Assistant  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 discussions as seem to him or her in order.


                                       1
<PAGE>

         2.4  Special  Meetings.  Special  meetings of the  stockholders  may be
called at any time by the Chairman, the President, or a majority of the Board of
Directors.

         2.5  Notice  of  Meetings.  Written  notice  of  every  meeting  of the
stockholders  shall be given by or at the  direction  of the  person or  persons
authorized to call the meeting to each stockholder of record entitled to vote at
the  meeting  at least ten (10) days  prior to the date  named for the  meeting,
unless a greater period of notice is required by law in a particular  case. Such
notice  need not be given to  stockholders  not  entitled to vote at the meeting
unless such  stockholders  are  entitled  by law to such notice in a  particular
case.  Notice shall be deemed to have been properly given to a stockholder  when
delivered to such stockholder personally, or when deposited in the United States
mail with first-class  postage prepaid or when deposited in a telegraph  office,
charges prepaid,  and directed to the address of such  stockholder  appearing on
the books of the Corporation or supplied by such  stockholder to the Corporation
for the purpose of notice; and a certificate or affidavit by the Secretary or an
Assistant  Secretary  or a transfer  agent shall be  conclusive  evidence of the
giving of any notice required by these By-Laws. If the notice is sent by mail or
by  telegraph,  it shall be  deemed to have been  given to the  person  entitled
thereto when  deposited in the United States mail or with the  telegraph  office
for  transmission to such person.  Such notice shall specify the place,  day and
hour of the meeting, and shall state the nature of the business to be transacted
to the extent required by law.

         2.6 Notice of  Adjournments.  Upon  adjournment of an annual or special
meeting of  stockholders,  it shall not be  necessary  to give any notice of the
adjourned  meeting or of the business to be  transacted  thereat,  other than by
announcement  of  the  meeting  at  which  such  adjournment  is  taken.  At any
adjournment  meeting  at which a quorum  shall be present  or  represented,  any
business  may be  transacted  which  might have been  transacted  at the meeting
originally called.

         2.7 Voting Record.  The Corporation shall make a complete record of the
stockholders  entitled  to vote  at  each  meeting  of the  stockholders  of the
Corporation,  or any adjournment  thereof,  arranged in alphabetical order, with
the address of and number of shares held by each.  The record shall be kept open
at the time and place of such meeting for inspection by any stockholder.

         2.8  Quorum.   Except  as   otherwise   provided  in  the  Articles  of
Incorporation or these Bylaws or provided by statute,  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 votes that all  stockholders are
entitled to cast on a particular matter for purposes of action on the matter.


                                       2
<PAGE>
         2.9 Voting of Shares.  Except as otherwise  provided in the Articles of
Incorporation  or these Bylaws or provided by statute,  each  stockholder  shall
have one vote for each share of stock  having  voting  power  registered  in the
stockholder's  name on the  books  of the  Corporation  and  the  acts at a duly
organized meeting of the stockholders  present, in person or by proxy,  entitled
to cast at least a majority of the votes that all stockholders present in person
or by proxy are entitled to cast shall be the acts of the  stockholders.  Except
as otherwise  provided by statute,  in connection with the election of directors
at a duly organized meeting of stockholders,  the nominees receiving the highest
number of votes from each class or group of classes,  if any,  entitled to elect
directors  separately,  up to the number of directors to be elected by the class
or group of classes,  shall be elected.  Stockholders  shall not be permitted to
cumulate their votes for the election of directors.

         2.10  Stockholders  May Vote in Person or by Proxy.  Every  stockholder
entitled  to vote may vote  either in person or by proxy.  Every  proxy shall be
executed in writing by a stockholder or by his duly authorized  attorney-in-fact
and filed with the Secretary of the Corporation. A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary,  but the revocation of a proxy shall not
be  effective  until  notice  thereof  has been  given to the  Secretary  of the
Corporation. No unrevoked proxy shall be valid after eleven (11) months from the
date of its execution,  unless a longer time is expressly provided therein,  but
in no event shall a proxy, unless coupled with an interest, be voted on or after
three (3) years from the date of its execution.  A proxy shall not be revoked by
the death or incapacity of the maker, unless,  before the vote is counted or the
authority is exercised,  written  notice of such death or incapacity is given to
the Secretary of the Corporation.

         2.11 Judges of Election. For each meeting of stockholders, the Board of
Directors  may appoint one or three judges of  election.  If for any meeting the
judge(s) appointed by the Board of Directors shall be unable to act or the Board
of Directors shall fail to appoint any judge,  one or three judge(s) may, and on
the request of any  stockholder  or his or her proxy shall,  be appointed at the
meeting by the  chairman  thereof.  The judges  shall do all such acts as may be
proper to ascertain the existence of a quorum and the number of votes cast,  and
to conduct the election or vote with fairness to all  stockholders.  They shall,
if  requested by the  chairman of the meeting or any  stockholder  or his or her
proxy,  make a written  report of any matter  determined  by them and  execute a
certificate  of any fact found by them. If there be three judges,  the decision,
act,  or  certificate  of a majority  shall be  effective  in all  respects as a
decision,  act or certificate of all.  Judges need not be

                                       3
<PAGE>
stockholders, but no person who is a candidate for office shall act as a judge.

         2.12 Stockholder  Proposals.  Any stockholder proposal to be considered
at the annual meeting, including any proposal to amend these bylaws or to change
any action of the Board of Directors  with respect  thereto,  shall be stated in
writing and filed with the  Secretary  at least 45 days before the month and day
in the  year  of  annual  meeting  which  corresponds  to  month  and day in the
immediately  preceding  year on which the  Corporation  first  mailed  its proxy
materials for the prior year's annual meeting of  shareholders,  except that, if
the date of the annual meeting changes more than 30 days from the prior year, or
if during the prior year the Corporation did not hold an annual meeting, then in
order to be  considered  at the annual  meeting,  the proposal must be stated in
writing and filed with the  Secretary  at least 45 days  before the  Corporation
mails its proxy materials for the current year." A  stockholder's  notice to the
Secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the annual meeting (a) a brief  description of the proposal desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting;  (b)  the  name  and  address,  as they  appear  on the
Corporation's books, of the stockholder  proposing such business;  (c) the class
and number of shares on the  Corporation's  books, of the stockholder  proposing
such  business;  (d) the class and number of shares of the  Corporation's  stock
which are beneficially  owned by the stockholder on the date of such stockholder
notice; and (e) any financial  interest of the stockholder in such proposal.  No
proposal which has not been so stated and filed shall be considered.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         3.1 Number and Powers.  The  management  of the  affairs,  property and
interest of the Corporation  shall be vested in a Board of Directors of not less
than 3 directors who shall be natural  persons of full age. The initial Board of
Directors shall consist of nine persons. The number of directors may at any time
be increased or decreased  (subject to the minimum of 3 directors  stated above)
by a vote of a majority  of the Board of  Directors,  provided  that no decrease
will have the effect of shortening the term of any incumbent director. The Board
of Directors  shall be divided  into three  classes as nearly equal in number as
possible.  The  classification  and terms of office of the directors shall be as
set forth in the  Corporation's  Articles of  Incorporation.  In addition to the
powers and authorities  expressly  conferred upon it and by these Bylaws and the
Articles of  Incorporation,  the Board of Directors may exercise all such powers
of the  Corporation and do all such lawful acts and things as are not by statute
or by the Articles of  Incorporation  or by these Bylaws directed or required to
be exercised or done by the stockholders.



                                       4
<PAGE>
         3.2  Vacancies.  Vacancies in the Board of Directors,  including  those
caused by an increase in the number of directors, may be filled by a majority of
the  remaining  members  of the Board  though  less than a quorum.  Each  person
elected  to fill a vacancy  created by the  death,  resignation  or removal of a
director  shall  serve for the  unexpired  term of the  director  whom he or she
replaces  and until his or her  successor is duly  elected and  qualifies.  Each
person  elected  to fill a  vacancy  created  by an  increase  in the  number of
directors  shall be a director  until the  Corporation's  next annual meeting of
stockholders  and until his or her  successor  is  elected by  stockholders  and
qualifies except that for vacancies occurring on and after October 1, 1989, each
person  elected to fill a vacancy  shall serve until the next  selection  of the
class for which such  director has been chosen,  and until his or her  successor
has been elected and qualified.

         3.3 Removal of  Directors.  The Board of Directors or the  stockholders
may declare the office of a director vacant if he or she be judicially  declared
of unsound mind or convicted of an offense punishable by imprisonment for a term
of more than one year or if the  director  has breached or failed to perform his
or her fiduciary duty to the Corporation and such breach or failure  constitutes
self-dealing,  willful  misconduct or recklessness or if, within sixty (60) days
after  notice of his or her  election,  he or she does not  accept  such  office
either in writing or by attending a meeting of the Board.

         3.4 Regular Meetings. Regular meetings of the Board of Directors or any
committee may be held without  notice at the principal  place of business of the
Corporation  or at such other  place or  places,  either  within or without  the
Commonwealth of  Pennsylvania,  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.

         3.5 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place and shall be called by the Secretary upon the written
request of the Chairman of the Board of Directors,  or any three (3)  directors,
specifying the general purpose of the meeting. Upon receipt of such request, the
Secretary  shall fix the place and time for such special meeting which shall not
be less than five (5) nor more  than  thirty  (30)  days  after  receipt  of the
request.  The Secretary shall give notice of the meeting at least three (3) days
prior to the meeting if  delivered  by mail at the address at which the director
is most likely to be reached,  and at least 24 hours  prior to the  meeting,  if
delivered personally or by telegram.  Notice by mail or telegram shall be deemed
to be delivered when deposited in the U.S. mail, with postage prepaid, if mailed
and when delivered to the telegram company, if sent by telegram.



                                       5
<PAGE>
         3.6 Quorum:  Voting.  A majority of the  directors  in office  shall be
necessary at all meetings to  constitute a quorum of the Board of Directors  for
the transaction of business and the acts of a majority of the directors  present
(including  participants  by telephone or similar  communication  as provided in
Section 3.12) at a meeting at which a quorum is present shall be the acts of the
Board of Directors, except as may otherwise be specifically provided by statute,
or by the Articles of Incorporation or by these Bylaws.

         3.7  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  at the  beginning  of the meeting to the
transaction  of any  business  because  the  meting  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.

         3.8  Nominations  of  Directors.  Only  persons  who are  nominated  in
accordance  with the  procedures set forth in this Section 3.8 shall be eligible
for election, by stockholders, as directors. The Board of Directors shall act as
a nominating  committee and, by resolution adopted by a majority of its members,
select the management nominees for election as directors.  Except in the case of
a  nominee  substituted  as a  result  of the  death or  other  incapacity  of a
management nominee, the Board shall deliver written nominations to the Secretary
at least 30 days prior to the date of the  annual  meeting.  Provided  the Board
makes such  nominations,  no nominations for directors  except those made by the
Board and such other  nominations as shall be made by stockholders in accordance
with the  provisions  of this  Section  3.8  shall be voted  upon at the  annual
meeting.  Nominations of  individuals  for election to the Board of Directors of
the  Corporation  at an  annual  meeting  of  stockholders  may be  made  by any
stockholder of the Corporation entitled to vote for the election of directors at
that meeting who complies with the notice  procedures  set forth in this Section
3.8. Such nominations, other than those made by the Board of Directors acting as
the nominating committee,  shall be made pursuant to timely notice in writing to
the Secretary of the Corporation as set forth in this Section 3.8. To be timely,
a  stockholder's  notice  shall be  delivered  to or received  at the  principal
executive offices of the Corporation not less than 30 days prior to the meeting.
Each such stockholder's  notice shall set forth: (a) the name of the stockholder
who intends to make the nomination and of the person or persons to be nominated;
(b) a representation  that the stockholder is a holder of record of stock of the
Corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the  meeting to  nominate  the person or  persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
stockholder and each nominee and any other person or


                                       6
<PAGE>
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made  by the  stockholder;  (d)  such  other  information
regarding each nominee  proposed by such  stockholder as would be required to be
disclosed in a solicitation  of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended,  including but not limited to, information  required to be disclosed
by Items 4, 5, 6 and 7 of Schedule 14A and  information  which would be required
to be filed on Schedule  14B with the  Securities  Exchange  Commission  (or any
successors of such items or  schedules);  and (e) the consent of each nominee to
serve as a director  of the  Corporation  if so  elected.  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 stockholders'  notice of nomination which pertains
to the  nominee  together  with a  written  consent  to serve as a  director  if
elected.  No person  shall be elected as a director  of the  Corporation  unless
nominated  in  accordance  with the  procedures  set forth in this  Section 3.8,
except  that if the Board  shall fail or refuse to act at least 30 days prior to
the annual meeting,  nominations for directors may be made at the annual meeting
by any stockholder entitled to vote and shall be voted upon.

         3.9 Executive and Other Committees.  Standing or special committees may
be appointed  from its own number by the Board of  Directors  from time to time,
and the Board of  Directors  may from time to time invest such  committees  with
such powers as it may see fit,  subject to such  conditions as 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 the  submission to
stockholders of any action requiring stockholder approval, amending or repealing
any resolution of the Board that by its terms is amendable or repealable only by
the Board,  taking action on matters  committed by these Bylaws or resolution of
the Board to another  committee  of the Board,  creating or filling a vacancy on
the Board of Directors or amending  these  Bylaws.  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.

         3.10 Remuneration.  No stated fee shall be paid to directors,  as such,
for their service, but by resolution of the Board of Directors,  a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of such Board; provided,  that nothing herein contained shall be
construed  to preclude any director  from serving the  Corporation  in any other
capacity and receiving  compensation  therefore.  Members of standing or special
committees may be allowed like compensation for attending committee meetings.



                                       7
<PAGE>
         3.11 Action by  Directors  Without a Meeting.  Any action  which may be
taken at a meeting of the  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.

         3.12 Action of Directors by Communications  Equipment. Any action 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.  Participation  in a meeting  pursuant  to this  Section  3.12 shall
constitute presence in person at the meeting.

         3.13 Discharge of Duties. In discharging the duties of their respective
positions,  the Board of Directors  shall,  in considering the best interests of
the  Corporation,  consider the effects of any action upon the  employees of the
Corporation  and its  subsidiaries,  the  depositors  and the  borrowers  of any
insured  institution  subsidiary,  the  communities  in which  offices and other
establishments  of the  Corporation  or any subsidiary are located and all other
pertinent factors.

         3.14 Personal  Liability of Directors.  To the fullest extent permitted
by  Pennsylvania  law,  as now in effect  and as  amended  from time to time,  a
director of the Corporation  shall not be personally liable for monetary damages
for any action taken, or any failure to take any action, as a director.


                                   ARTICLE IV
                                    OFFICERS


         4.1  Designations.  The officers of the Corporation shall be elected by
the Board of Directors and shall be a President,  a Secretary and a Treasurer. A
Chairman  of the Board,  one or more Vice  President  (including  executive  and
senior vice presidents), and such other officers and assistant officers also may
be elected or  appointed as the Board of Directors  may  authorize  from time to
time.   Any  number  of  officers   may  be  held  by  the  same   person.   The
responsibilities  of the persons holding executive  management  positions may be
clarified,  by adding  descriptive  works to the office they hold such as "Chief
Executive  Officer." "Chief Operating Officer.  "Chief Financial  Officer," or a
similar term, which designations may be made only by the Board of Directors.

         4.2 Election and Term of Office.  Each officer  shall hold office until
his or her successor  shall have been duly elected and qualified or until his or
her death or until he or she  shall  resign or shall  have been  removed  in the
manner hereinafter


                                       8
<PAGE>
provided.  A vacancy  in an  office  for any cause may be filled by the Board of
Directors  at any time,  and  pending  the  filling of a  vacancy,  the Board of
Directors may delegate the powers or duties of any office to another  officer or
director or any other person it may select.

         4.3 Removal of Officers.  Any officer or agent  elected or appointed by
the Board of  Directors  may be removed  by the vote or a  majority  of the full
Board of Directors at any time, with or without cause, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

         4.4 Posers 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 of the Board of Directors,
the  officers  shall have such powers and duties as  generally  pertain to their
respective officers.

         4.5  Delegation.  In the case of  absence  or  inability  to act or any
officers of the  Corporation  and of any person  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 it
may select.

         4.6 Other  Officers.  The Board of  Directors  may  appoint  such other
officers  and agents as it 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.

         4.7 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.

         4.8 Salaries.  The salaries of all officers of the Corporation shall be
fixed by the Board of Directors or by authority  conferred by  resolution of the
Board.  The Board also may fix the salaries or other  compensation  of assistant
officers,  agents and employees of the  Corporation,  but in the absence of such
action, this function shall be performed by the President or by others under his
or her supervision.


                                       9
<PAGE>
                                    ARTICLE V
                                  CAPITAL STOCK


         5.1  Certificates.  Certificates  of stock shall be issued in numerical
order,  and each  stockholder  shall be entitled to a certificate  signed by the
President or a Vice  President,  and the Secretary or the Treasurer,  and 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 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  incorporated  under  the  laws  of  the
Commonwealth of  Pennsylvania;  (b) the name of the person whom issued;  and (c)
the number and class of shares and the designation of the series,  if any, which
such certificate represents.

         5.2 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,
         ant 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  Corporation  until the
         outstanding   certificates   therefor  have  been  surrendered  to  the
         Corporation.

         5.3 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
by the laws of the Commonwealth of Pennsylvania.



                                       10
<PAGE>
         5.4  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 it may  determine,  or establish  such other  procedures as it deems
necessary.

         5.5 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.

         5.6 Share 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.

         5.7 Determination of Stockholders or Record. The Board of Directors may
fix a time,  not more than  ninety (90) days prior to the date of any meeting of
stockholders or the date fixed for the payment of any dividend or  distribution,
or the date for the allotment of rights, or to exercise the rights in respect to
any such change,  conversion  or exchange of shares,  for the  determination  of
stockholders  of  record  for  any  such  purpose.   In  such  case,  only  such
stockholders  as shall be  stockholders  of record on the date so fixed shall be
entitles to notice of any to vote at, such a meeting,  or to receive  payment of
such dividend,  to receive such allotment of rights, or to exercise such rights,
as the case may be,  notwithstanding  any transfer of any shares on the books of
the Corporation after any record date fixed as aforesaid.

         The Board of Directors may close the books of the  Corporation  against
transfer of shares during the whole of any part of such period, and in such case
written  or printed  notice  thereof  shall be mailed at lease (10) days  before
closing  thereof to each  stockholder of record at the address  appearing on the
records of the  Corporation or supplied by him or her to the Corporation for the
purpose of notice. While the stock transfer books of the Corporation are closed,
no transfer of shares shall be made thereon.


                                       11
<PAGE>
         Unless  a  record  date is fixed  by the  Board  of  Directors  for the
determination  of  stockholders  entitled  to  receive  notice of, or vote at, a
stockholders' meeting,  transferees of shares which are transferred on the books
of the Corporation  within ten (10) days next preceding the date of such meeting
shall not ben entitled to notice of or to vote at such meeting.


                                   ARTICLES VI
                            FISCAL YEAR; ANNUAL AUDIT


         The fiscal year of the  Corporation  shall begin on the 1st day of July
and end on the 30th day of June in each year. The  Corporation  shall be subject
to an  annual  audit  as of the end of its  fiscal  year by  independent  public
accountants  appointed  by  and  responsible  to the  Board  of  Directors.  The
appointment of such accountants  shall be subject to annual  ratification by the
stockholders.

                                   ARTICLE VII
                       INDEMNIFICATION. ETC. OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS


         7.1 Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed  action,  suit or proceeding,  including actions by or in the right of
the Corporation,  whether civil, criminal,  administrative or investigative,  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,   trust  or  other  enterprises,   against  expenses  (including
attorneys' fees), judgments,  fines, excise taxes and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under Pennsylvania law.

         7.2  Advancement  of  Expenses.  Reasonable  expenses  incurred  by  an
officer, director,  employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding  described in Section 7.1 may be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be  determined  that the person is not
entitled to be indemnified by the Corporation.



                                       12
<PAGE>
         7.3 Other Rights.  This  indemnification  and  advancement  of expenses
provided by or pursuant to this Article VII shall not be deemed exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may be entitled under any insurance or other agreement,  vote of stockholders or
directors or otherwise,  both as to actions in their official capacity and as to
actions in another capacity while holding an office,  and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.

         7.4  Insurance.  The  Corporation  shall have the power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust, or other enterprise,  against any liability
asserted  against and incurred by such person in any such  capacity,  or arising
out of his or her status as such,  whether or not the Corporation would have the
power to indemnify  him or her against such  liability  under the  provisions of
this Article VII.


         7.5  Security  Fund;  Indemnity  Agreements.  By action of the Board of
Directors (notwithstanding its interest in the transaction), the Corporation may
create  and  fund a  trust  fund  or fund of any  nature,  and  may  enter  into
agreements with its officers, directors, employees and agents for the purpose of
securing  or  insuring  in any manner its  obligation  to  indemnify  or advance
expenses provided for in this Article VII.

         7.6  Modification.  The duties of the  Corporation  to indemnify and to
advance  expenses to any person as provided in this  Article VII shall be in the
nature of a  contract  between  the  Corporation  and each such  person,  and no
amendment  or repeal of any  provision  of this  Article VII and no amendment or
termination  of any trust or other fund created  pursuant to Section 7.5 of this
Article  VII,  shall  alter to the  detriment  of such  person the right of such
person to the  advancement  of  expenses or  indemnification  related to a claim
based on an act or  failure to act which  took  place  prior to such  amendment,
repeal or termination.

         7.7 Proceedings  Initiated by Indemnified Persons.  Notwithstanding any
other  provision  of this Article VII,  the  Corporation  shall not  indemnify a
director,  officer,  employee or agent for any liability  incurred in an action,
suit  or   proceeding   initiated   (which   shall  not  be  deemed  to  include
counter-claims  or affirmative  defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized,  either before or
after its  commencement,  by the affirmative vote of a majority of the directors
in office.



                                       13
<PAGE>
                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS


         8.1 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, or by usage of the officers on behalf of the Corporation.

         8.2 Books and Records.  The  Corporation  shall keep it its  registered
office or principal place of business  correct and complete books and records of
account and an original in duplicate  record of the  proceedings  of meetings of
its stockholders and Board of Directors and committees thereof, and the original
or a copy of the Bylaws,  including  all  amendments or  alterations  thereto to
date, certified by the Secretary;  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.

         8.3 Execution of Written Instruments.  All contracts, deeds, mortgages,
obligations,  documents and instruments, whether or not requiring a seal, may be
executed by the Chairman,  the  President or any Vice  President and attested by
the Secretary o the Treasurer or an Assistant Secretary or Assistant  Treasurer,
or may be executed or attested,  or both, by such other person or persons as may
be specifically designated by resolution of the Board of Directors.  All checks,
notes, drafts and orders for the payment of money shall be signed by such one or
more  officers  of  agents  as the  Board of  Directors  may  from  time to time
designate.


                                   ARTICLE IX
                                   AMENDMENTS


         These  Bylaws  may be  altered,  amended  or  repealed  by the Board of
Directors of the Corporation in the manner prescribed at the time by the laws of
the  Commonwealth of Pennsylvania,  subject to the ability of the  Corporation's
stockholders  to change such action;  provided,  however,  that any amendment or
alteration  to or repeal  of the  provisions  of these  Bylaws  relating  to the
qualifications,  classifications  and terms of office of the Board of  Directors
and any amendment to this Article IX shall be authorized  only upon receiving at
least  two-thirds  of the  votes  that  all  holders  of  capital  stock  of the
Corporation entitled to vote generally in the election of directors,  considered
for this purpose as one class, are entitled to cast thereon.

                                       14