BYLAWS
                                       OF
                          ROEBLING FINANCIAL CORP, INC.
                                   AS AMENDED

                             ARTICLE I - HOME OFFICE

     The home office of Roebling Financial Corp, Inc. (the "Corporation")  shall
be located in Roebling,  New Jersey.  The  Corporation  may also have offices at
such other  places  within or outside of the State of New Jersey as the board of
directors shall from time to time determine.

                            ARTICLE II - SHAREHOLDERS

     SECTION  1.  PLACE  OF  MEETINGS.   All  annual  and  special  meetings  of
shareholders  shall be held at the home  office  of the  Corporation  or at such
other convenient place as the board of directors may determine.

     SECTION 2. ANNUAL MEETING. A meeting of the shareholders of the Corporation
for the election of directors and for the  transaction  of any other business of
the  Corporation  shall be held  annually  at such date and time as the board of
directors may determine.

     SECTION 3. SPECIAL  MEETINGS.  Special meetings of the shareholders for any
purpose or purposes may be called only in accordance  with the provisions of the
Corporation's Certificate of Incorporation.  Notwithstanding any other provision
of the  Certificate of  Incorporation  or these Bylaws of the  Corporation,  any
action  required  to be taken or which  may be taken at any  annual  or  special
meeting of shareholders of the Corporation may be taken without a meeting,  only
as provided in the Certificate of Incorporation.

     SECTION  4.  CONDUCT OF  MEETINGS.  Annual and  special  meetings  shall be
conducted  in  accordance  with  rules and  procedures  adopted  by the board of
directors.

     SECTION 5. NOTICE OF MEETINGS.  Written notice stating the place,  day, and
hour of the meeting and the  purpose(s) for which the meeting is called shall be
delivered  not  fewer  than ten nor  more  than 50 days  before  the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board,  the  president,  or the  secretary,  or the  directors  calling  the
meeting,  to each  shareholder  of record  entitled to vote at such meeting.  If
mailed,  such notice shall be deemed to be delivered when deposited in the mail,
addressed to the  shareholder at the address as it appears on the stock transfer
books or records of the  Corporation as of the record date prescribed in Section
6 of this  Article II with  postage  prepaid.  When any  shareholders'  meeting,
either  annual  or  special,  is  adjourned  for 30 days or more,  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 30 days or of the  business  to be  transacted  at the
meeting,  other than an announcement at the meeting at which such adjournment is
taken.

     SECTION  6.  FIXING  OF  RECORD  DATE.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination  of shareholders  for any other proper purpose,
the board of  directors  shall fix in advance a date as the record  date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders,  not fewer than ten (10) days
prior to the date on which the particular action, requiring such determination

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of shareholders,  is to be taken. When a determination of shareholders  entitled
to vote at any meeting of shareholders has been made as provided in this Section
6, such determination shall apply to any adjournment.

     SECTION 7. VOTING LISTS.  A list of  shareholders  shall be kept on file at
the home office of the  Corporation  and shall be subject to  inspection,  for a
proper purpose and upon five days written  demand,  by any  shareholder  who has
been a shareholder of record for at least six months preceding his or her demand
or by any person  holding,  or so  authorized  in writing by the  holders of, at
least five percent (5%) of the outstanding shares.

     SECTION 8. QUORUM. A majority of the outstanding  shares of the Corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of shareholders.  If less than a majority of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time,  subject to the notice  requirements of Section 5
of this Article II. At such adjourned meeting at which a quorum shall be present
or represented,  any business may be transacted which might have been transacted
at the  meeting  as  originally  notified.  The  shareholders  present at a duly
organized  meeting  may  continue  to  transact   business  until   adjournment,
notwithstanding  the withdrawal of enough shareholders to constitute less than a
quorum.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed by the  shareholder in the manner  provided by the Certificate
of  Incorporation.  Proxies solicited on behalf of the management shall be voted
as  directed  by the  shareholder  or,  in the  absence  of such  direction,  as
determined by a majority of the board of directors. No proxy shall be valid more
than eleven months from the date of its execution unless  otherwise  provided in
the proxy.

     SECTION 10.  VOTING.  At each  election for  directors,  every  shareholder
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held by him or her.  Directors shall be elected by a plurality of votes
of the  shares  present in person or  represented  by proxy at the  meeting  and
entitled to vote on the election of directors.  Unless otherwise provided in the
Certificate of Incorporation,  by statute,  or by these Bylaws, in matters other
than the election of  directors,  a majority of the shares  present in person or
represented  by proxy at a lawful  meeting  and  entitled to vote on the subject
matter, shall be sufficient to pass on a transaction or matter.

     SECTION  11.  VOTING  OF SHARES  IN THE NAME OF TWO OR MORE  PERSONS.  When
ownership of stock 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
shareholders of the Corporation,  any one or more of such shareholders 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 vote or votes to
which  those  persons  are  entitled  shall be cast as directed by a majority of
those  holding  such and present in person or by proxy at such  meeting,  but no
votes shall be cast for such stock if a majority cannot agree.

     SECTION 12.  VOTING OF SHARES OF CERTAIN  HOLDERS.  Shares  standing in the
name of another corporation may be voted by any officer,  agent, or proxy as the
bylaws of such corporation 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,  but no trustee  shall be  entitled to vote shares
held by him or her  without  a  transfer  of such  shares  into his or her name.
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

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receiver  without the  transfer  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  shareholder  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.

     Neither treasury shares of its own stock held by the Corporation nor shares
held by another  corporation,  if a majority of the shares  entitled to vote for
the election of directors of such other corporation are held by the Corporation,
shall be voted at any  meeting  or counted in  determining  the total  number of
outstanding shares at any given time for purposes of any meeting.

     SECTION  13.  INSPECTORS  OF  ELECTION.   In  advance  of  any  meeting  of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any  adjournment.
The  number of  inspectors  shall be either one or three.  Any such  appointment
shall not be  altered at the  meeting.  If  inspectors  of  election  are not so
appointed,  the chairman of the board or the president may, or on the request of
not fewer than ten percent (10%) of the votes  represented at the meeting shall,
make such appointment at the meeting. If appointed at the meeting,  the majority
of the votes present shall determine  whether one or three  inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses  to act,  the  vacancy  may be  filled  by  appointment  by the board of
directors  in advance of the  meeting or at the  meeting by the  chairman of the
board or the president.

     Unless  otherwise  prescribed by resolution of the board of directors,  the
duties of such  inspectors  shall include:  determining the number of shares and
the voting  power of each share,  the shares  represented  at the  meeting,  the
existence  of a quorum,  and the  authenticity,  validity and effect of proxies;
receiving votes,  ballots,  or consents;  hearing and determining all challenges
and questions in any way arising in connection with the rights to vote; counting
and tabulating all votes or consents;  determining the result;  and such acts as
may be proper to conduct the election or vote with fairness to all shareholders.

     SECTION 14.  NOMINATING  COMMITTEE.  The board of directors shall appoint a
nominating  committee of at least three  directors for selecting 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
nominating committee shall deliver written nominations to the secretary at least
20 days prior to the date of the annual  meeting.  Provided that such  committee
makes such  nominations,  no nominations for directors  except those made by the
nominating  committee  shall be voted upon at the annual  meeting  unless  other
nominations by  shareholders  are made in writing and delivered to the secretary
of the  Corporation in accordance  with the provisions of Article II, Section 15
of these Bylaws.

     SECTION 15. NOTICE FOR NOMINATIONS AND PROPOSALS. Nominations of candidates
for election as directors at any annual meeting of shareholders  may be made (a)
by, or at the  direction  of, a majority of the board of directors or (b) by any
shareholder  entitled to vote at such annual meeting.  Only persons nominated in
accordance  with the  procedures  set forth in this Section 15 shall be eligible
for election as directors at an annual meeting. Ballots bearing the names of all
the persons who have been  nominated  for  election  as  directors  at an annual
meeting in accordance  with the procedures set forth in this Section 15 shall be
provided for use at the annual meeting.

     Nominations,  other than those made by or at the  direction of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of  the  Corporation  as  set  forth  in  this  Section  15.  To  be  timely,  a
shareholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal office of the

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     Corporation  not less  than 60 days  prior to the  anniversary  date of the
immediately  preceding  annual  meeting  of  shareholders  of  the  Corporation;
provided,  however,  that with respect to the first  scheduled  annual  meeting,
notice by the  shareholder  must be so  delivered  or received no later than the
close of business on the tenth day following the day on which notice of the date
of the  scheduled  meeting must be delivered or received no later than the close
of  business  on  the  fifth  day  preceding  the  date  of  the  meeting.  Such
shareholder's  notice shall set forth (a) as to each person whom the shareholder
proposes to nominate  for  election or  re-election  as a director and as to the
shareholder  giving the notice (i) the name, age, business address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii) the class and  number of shares of  Corporation  stock  which are
Beneficially   Owned  (as  defined  in  Article  XIV  of  the   Certificate   of
Incorporation) by such person on the date of such shareholder  notice,  and (iv)
any other  information  relating to such person that is required to be disclosed
in  solicitations of proxies with respect to nominees for election as directors,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including,  but not limited to, information required to be
disclosed by Items 4, 5, 6 and 7 of Schedule 14A to be filed with the Securities
and Exchange  Commission (or any successors of such items or schedule);  and (b)
as to the shareholder giving the notice (i) the name and address, as they appear
on the Corporation's books, of such shareholder and any other shareholders known
by such shareholder to be supporting such nominees and (ii) the class and number
of shares of Corporation stock which are Beneficially  Owned by such shareholder
on the date of such  shareholder  notice and, to the extent known,  by any other
shareholders  known by such  shareholder  to be supporting  such nominees on the
date of such shareholder  notice. At the request of the board of directors,  any
person  nominated  by, or at the  direction  of,  the board  for  election  as a
director at an annual meeting 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.

     Nominations   for  directors  to  be  elected  at  an  annual   meeting  of
shareholders,  except those made by the board of  directors of the  Corporation,
must also be accompanied by a certification,  under oath before a notary public,
by each  nominee  that he or she  meets  the  eligibility  requirements  to be a
director as set forth in Article III, Sections 15-19 of these Bylaws.

     Proposals,  other than those  made by or at the  direction  of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 15. For shareholder proposals to
be included in the  Corporation's  proxy materials,  the shareholder must comply
with all the timing and informational requirements of Rule 14a-8 of the Exchange
Act (or any successor  regulation).  With respect to shareholder proposals to be
considered  at the  annual  meeting  of  shareholders  but not  included  in the
Corporation's proxy materials,  the shareholder's  notice shall be delivered to,
or mailed and received at, the principal office of the Corporation not less than
60 days  prior  to the  anniversary  date of the  immediately  preceding  annual
meeting of shareholders of the Corporation.  Such shareholder's notice shall set
forth as to each  matter the  shareholder  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  shareholder  proposing  such business  and, to the extent known,  any other
shareholders  known by such shareholder to be supporting such proposal,  (c) the
class and number of shares of the Corporation stock which are Beneficially Owned
by the  shareholder  on the date of such  shareholder  notice and, to the extent
known, by any other shareholders known by such shareholder to be supporting such
proposal on the date of such shareholder  notice, and (d) any financial interest
of the shareholder in such proposal (other than interests which all shareholders
would have).

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     The board of  directors  may  reject any  nomination  by a  shareholder  or
shareholder  proposal  not  timely  or  properly  made in  accordance  with  the
requirements  of this  Section 15. If the board of  directors,  or a  designated
committee thereof,  determines that the information  provided in a shareholder's
notice does not satisfy the informational requirements of this Section 15 in any
material respect, the Secretary of the Corporation shall notify such shareholder
of the deficiency in the notice.  The  shareholder  shall have an opportunity to
cure the deficiency by providing additional  information to the Secretary within
such  period  of time,  not to exceed  five  days from the date such  deficiency
notice is given to the shareholder,  as the board of directors or such committee
shall reasonably  determine.  If the deficiency is not cured within such period,
or if the board of directors or such committee  reasonably  determines  that the
additional  information  provided by the shareholder,  together with information
previously provided, does not satisfy the requirements of this Section 15 in any
material  respect,  then the board of  directors  may reject such  shareholder's
nomination  or  proposal.  The  Secretary  of the  Corporation  shall  notify  a
shareholder  in writing  whether his or her nomination or proposal has been made
in accordance with the time and  informational  requirements of this Section 15.
Notwithstanding the procedures set forth in this paragraph, if neither the board
of directors nor such committee makes a determination  as to the validity of any
nominations or proposals by a shareholder,  the presiding  officer of the annual
meeting shall determine and declare at the annual meeting whether the nomination
or proposal  was made in  accordance  with the terms of this  Section 15. If the
presiding  officer  determines  that  a  nomination  or  proposal  was  made  in
accordance  with the terms of this Section 15, he shall so declare at the annual
meeting and ballots  shall be provided  for use at the meeting  with  respect to
such nominee or proposal.  If the presiding officer determines that a nomination
or proposal  was not made in  accordance  with the terms of this  Section 15, he
shall so declare at the annual meeting and the defective  nomination or proposal
shall be disregarded.

                        ARTICLE III - BOARD OF DIRECTORS

     SECTION 1. GENERAL  POWERS.  The  business  and affairs of the  Corporation
shall be under the direction of its board of  directors.  The board of directors
shall  annually  elect a chairman  of the board and a  president  from among its
members and shall designate,  when present,  either the chairman of the board or
the president to preside at its meetings.

     SECTION 2.  NUMBER,  TERM AND  ELECTION.  The board of  directors  shall be
divided into three  classes as nearly equal in number as possible.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's  Certificate of Incorporation.  The members of each class shall be
elected  for a term of three years and until  their  successors  are elected and
qualified.  Directors  are to be  elected  by a  plurality  of votes cast by the
shares  entitled to vote in the election at a meeting of shareholders at which a
quorum is present.  The board of directors may increase the number of members of
the  board of  directors  but in no event  shall  the  number  of  directors  be
increased in excess of fifteen persons.

     SECTION 3. PLACE OF MEETING.  All annual and special  meetings of the board
of directors shall be held at the principal office of the Corporation or at such
other  place  within or outside the State in which the  principal  office of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

     SECTION 4. REGULAR  MEETINGS.  A regular  meeting of the board of directors
shall be held without  other notice than this Bylaw at such time and date as the
board of directors may determine.

     SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman of the board,  the president,  or
one-third of the directors. The persons

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authorized to call special meetings of the board of directors may fix any place,
within or  outside  of the State of New  Jersey,  as the place for  holding  any
special meeting of the board of directors called by such persons.

     Members of the board of directors may  participate  in special  meetings by
means of conference telephone or similar  communications  equipment by which all
persons  participating  in the meeting can hear each other.  Such  participation
shall constitute presence in person.

     SECTION 6. NOTICE OF SPECIAL MEETING. Written notice (which includes notice
provided by facsimile  transmission or by electronic  mail) of at least 24 hours
regarding  any special  meeting of the board of  directors  or of any  committee
designated  thereby  shall be given to each  director in  accordance  with these
Bylaws,  although such notice may be waived by the director.  The  attendance of
such director at a meeting shall  constitute a waiver of notice of such meeting,
except where a director  attends a meeting for the express  purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
meeting of the board of  directors  need be specified in the notice of waiver of
notice of such meeting.

     SECTION 7. QUORUM. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 6 of this Article III.

     SECTION  8.  MANNER OF ACTING.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Certificate of Incorporation or the laws of New Jersey.

     SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.

     SECTION 10.  RESIGNATION.  Any director may resign at any time by sending a
written  notice  of such  resignation  to the  home  office  of the  Corporation
addressed  to the  chairman  of the  board or the  president.  Unless  otherwise
specified,  such  resignation  shall take effect upon receipt by the chairman of
the board or the president.  More than three  consecutive  absences from regular
meetings of the board of directors, unless excused by resolution of the board of
directors,  shall  automatically  constitute a resignation,  effective when such
resignation is accepted by the board of directors.

     SECTION 11. VACANCIES.  Any vacancy occurring on the board of directors may
be filled by the  affirmative  vote of a majority  of the  remaining  directors,
although  less than a quorum of the board of  directors.  A director  elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders.  Any directorship to be filled by reason of an increase in the
number of directors  may be filled by election by the board of  directors  for a
term of office  continuing  only until the next  election  of  directors  by the
shareholders.

     SECTION 12. COMPENSATION.  Directors,  as such, may receive a stated salary
or  retainer  for their  services  or may receive a  reasonable  fixed sum,  and
reasonable  expenses of  attendance,  if any, for  attendance at each regular or
special meeting of the board of directors. Members of either standing or special
committees may be allowed such compensation for attendance at committee meetings
as the board of directors may determine.

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     SECTION 13.  PRESUMPTION OF ASSENT.  A director of the  Corporation  who is
present  at a  meeting  of  the  board  of  directors  at  which  action  on any
Corporation  matter is taken shall be  presumed  to have  assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes of
the meeting or unless he or she shall file a 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 within five days after the date a copy of the minutes of the meeting
is  received.  Such right to dissent  shall not apply to a director who voted in
favor of such action.

     SECTION 14.  REMOVAL OF  DIRECTORS.  Directors  of the  Corporation  may be
removed only in accordance with the Corporation's Certificate of Incorporation.

     SECTION 15. RESIDENCY  REQUIREMENT.  Each director of the Corporation must,
at all times,  reside within the State of New Jersey in a county where  Roebling
Bank  maintains a branch  office and must have  resided in  Burlington  or Ocean
county  for at  least  one  year  prior  to  becoming  director.  The  residency
requirement  of this Section 15 shall not apply to any director who was a member
of  the  board  of  directors  of  the  Corporation's  predecessor  federal  MHC
subsidiary holding company, Roebling Financial Corp, Inc., as of April 8, 2004.

     SECTION 16. MINIMUM INTEREST REQUIREMENT.  Each director of the Corporation
must be a shareholder of the Corporation and own at least ten thousand  (10,000)
shares of the Corporation's  Common Stock. Each director of the Corporation must
have had a deposit or loan account relationship with the Corporation's principal
subsidiary,  Roebling  Bank,  for at least  three (3) years  prior to becoming a
director.

     SECTION 17.  AFFILIATIONS WITH OTHER DEPOSITORY  INSTITUTIONS.  A person is
not  eligible  to  serve  as a  director  of the  Corporation  if he or she is a
"management official" of another "depository institution" or "depository holding
company" as those terms are defined in Section 563f.2 of the  Regulations of the
Office of Thrift  Supervision,  12 U.S.C. ss. 563f.2. If elected director of the
Corporation, a person may not thereafter serve or agree to serve as a management
official of another depository  institution or depository holding company unless
and until his or her term as director of the Corporation has expired.

     SECTION 18. ELIGIBILITY  REQUIREMENT.  A person is not eligible to serve as
director if he or she: (1) is under  indictment  for, or has ever been convicted
of, a criminal offense that involves dishonesty or breach of trust and for which
the  penalty  could be  imprisonment  for more  than one  year;  (2) is a person
against  whom a federal or state bank  regulatory  agency has issued a cease and
desist order for conduct involving  dishonesty or breach of trust and that order
is final and not subject to appeal;  (3) has been found either by any federal or
state regulatory  agency whose decision is final and not subject to appeal or by
a court to have (a) committed a wilful  violation of any law, rule or regulation
governing banking, securities,  commodities or insurance, or any final cease and
desist  order  issued  by  a  banking,  securities,   commodities  or  insurance
regulatory agency or (b) breached a fiduciary duty involving personal profit; or
(4) has been nominated by a person who would be  disqualified  from serving as a
director of this Corporation under clauses (1), (2) or (3) of this Section 18.

     SECTION 19.  CONFLICT OF INTEREST  QUALIFICATION.  No person may serve as a
Director of the Corporation if he concurrently  serves, or has served within one
(1) year,  as an officer,  director,  advisor or  consultant,  or in any similar
capacity, to another financial institution  (including its parent company and/or
majority  owned  subsidiaries)  which  maintains  an  office in the State of New
Jersey.  As used  herein,  the  term  "financial  institution"  shall  mean  any
financial services  enterprise  (including but not limited to a savings and loan
association, bank, credit union, mortgage company or insurance company).

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<PAGE>

                   ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

     SECTION 1. APPOINTMENT.  The board of directors, by resolution adopted by a
majority of the full board,  may  designate  the chief  executive  officer,  the
chairman of the board and one or more of the other  directors to  constitute  an
executive  committee.  The designation of any committee pursuant to this Article
IV and the  delegation  of  authority  shall not operate to relieve the board of
directors, or any director, of any responsibility imposed by law or regulation.

     SECTION 2. AUTHORITY. The executive committee,  when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors except to the extent,  if any, that such authority shall be limited
by the resolution  appointing the executive committee;  and except also that the
executive  committee shall not have the authority of the board of directors with
reference to: the declaration of dividends;  the amendment of the Certificate of
Incorporation  or  these  Bylaws  of the  Corporation,  or  recommending  to the
shareholders a plan of merger, consolidation, or conversion; the sale, lease, or
other  disposition of all or substantially all of the property and assets of the
Corporation  otherwise than in the usual and regular  course of its business;  a
voluntary dissolution of the Corporation;  a revocation of any of the foregoing;
or the approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.

     SECTION 3. TENURE.  Subject to the  provisions of Section 8 of this Article
IV,  each member of the  executive  committee  shall hold office  until the next
regular  annual  meeting  of  the  board  of  directors  following  his  or  her
designation  and until a successor is  designated  as a member of the  executive
committee.

     SECTION 4.  MEETINGS.  Regular  meetings of the executive  committee may be
held without notice at such times and places as the executive  committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member  thereof upon not less than one day's notice stating the
place,  date, and hour of the meeting,  which notice may be written or oral. Any
member of the executive  committee may waive notice of any meeting and no notice
of any meeting  need be given to any member  thereof who attends in person.  The
notice of a  meeting  of the  executive  committee  need not state the  business
proposed to be transacted at the meeting.

     SECTION 5.  QUORUM.  A majority of the members of the  executive  committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof,  and  action  of the  executive  committee  must be  authorized  by the
affirmative  vote of a majority of the  members  present at a meeting at which a
quorum is present.

     SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the executive  committee at a meeting may be taken without a meeting if
a consent in writing,  setting forth the action so taken, shall be signed by all
of the members of the executive committee.

     SECTION 7. VACANCIES.  Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full board of directors.

     SECTION 8. RESIGNATIONS AND REMOVAL.  Any member of the executive committee
may be  removed  at any time with or without  cause by  resolution  adopted by a
majority of the full board of directors.  Any member of the executive  committee
may resign from the executive  committee at any time by giving written notice to
the chairman, president or secretary of the Corporation. Unless otherwise

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specified,  such resignation shall take effect upon its receipt;  the acceptance
of such resignation shall not be necessary to make it effective.

     SECTION 9.  PROCEDURE.  The  chairman of the board  shall be the  presiding
officer of the executive committee,  and the executive committee may fix its own
rules of procedure which shall not be inconsistent  with these Bylaws.  It shall
keep  regular  minutes  of its  proceedings  and report the same to the board of
directors  for its  information  at the meeting held next after the  proceedings
shall have occurred.

     SECTION 10.  OTHER  COMMITTEES.  The board of directors  may by  resolution
establish any other committee  composed of directors as they may determine to be
necessary or appropriate  for the conduct of the business of the Corporation and
may prescribe the duties, constitution, and procedures thereof.

                              ARTICLE V - OFFICERS

     SECTION 1.  POSITIONS.  The  officers of the  Corporation  shall  include a
president,  one or  more  vice  presidents,  a  secretary,  and a  treasurer  or
comptroller,  each of whom shall be elected by the board of directors. The board
of directors  may also  designate  the chairman of the board as an officer.  The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller.  The
board of directors may designate one or more vice  presidents as executive  vice
president or senior vice  president.  The board of  directors  may also elect or
authorize  the  appointment  of  such  other  officers  as the  business  of the
Corporation may require. The officers 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.

     SECTION 2.  ELECTION AND TERM OF OFFICE.  The  officers of the  Corporation
shall be elected  annually at the first  meeting of the board of directors  held
after each annual  meeting of the  shareholders.  If the election of officers is
not held at such  meeting,  such  election  shall be held as soon  thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and  qualified  or until the  officer's  death,  resignation,  or removal in the
manner hereinafter provided. Election or appointment of an officer, employee, or
agent shall not of itself create contractual  rights. The board of directors may
authorize the Corporation to enter into an employment contract with any officer,
but no such contract  shall impair the right of the board of directors to remove
any officer at any time in accordance with Section 3 of this Article V.

     SECTION 3.  REMOVAL.  Any officer may be removed by the board of  directors
whenever in its judgment the best  interests of the  Corporation  will be served
thereby,  but such removal,  other than for cause, shall be without prejudice to
the contractual rights, if any, of the person so removed.

     SECTION  4.   VACANCIES.   A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification,  or otherwise may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  REMUNERATION.  The  remuneration of the officers shall be fixed
from  time to  time by the  board  of  directors,  by  employment  contracts  or
otherwise.

               ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     SECTION 1. CONTRACTS.  Except as otherwise  prescribed by these Bylaws with
respect to  certificates  for shares,  the board of directors  may authorize any
officer, employee, or agent of the

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Corporation  to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the  Corporation.  Such authority may be general or
confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
the board of  directors.  Such  authority may be general or confined to specific
instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the
payment of money,  notes, or other evidences of indebtedness  issued in the name
of the Corporation shall be signed by one or more officers, employees, or agents
of the Corporation,  which may include facsimile  signatures,  in such manner as
shall from time to time be determined by the board of directors.

     SECTION 4. DEPOSITS.  All funds of the Corporation  not otherwise  employed
shall be  deposited  from time to time to the credit of the  Corporation  in any
duly authorized depositories as the board of directors may select

            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.  CERTIFICATES FOR SHARES.  Certificates  representing  shares of
capital stock of the Corporation shall be in such form as shall be determined by
the board of directors. Such certificates shall be signed by the chief executive
officer or by any other  officer of the  Corporation  authorized by the board of
directors,  attested by the secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof.  The signatures of such officers upon
a certificate  may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the  Corporation  itself or one of
its  employees.   Each   certificate  for  shares  of  capital  stock  shall  be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the  shares  are  issued,  with the  number of shares and date of
issue,  shall be entered on the stock  transfer  books of the  Corporation.  All
certificates  surrendered to the  Corporation for transfer shall be canceled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares has been surrendered and canceled, except that in the case of a
lost or destroyed  certificate,  a new certificate may be issued upon such terms
and indemnity to the Corporation as the board of directors may prescribe.

     SECTION 2.  TRANSFER OF SHARES.  Transfer of shares of capital stock of the
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only by the  holder  of  record or by his or her legal
representative,  who shall furnish proper evidence of such authority,  or by his
or her attorney  authorized by a duly executed  power of attorney and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner for all purposes.

     SECTION 3.  PAYMENT  FOR  SHARES.  No  certificate  shall be issued for any
shares until such share is fully paid.

     SECTION 4. FORM OF PAYMENT FOR SHARES.  The  consideration for the issuance
of shares shall be paid in accordance with the provisions of New Jersey law.

     SECTION 5. STOCK LEDGER.  The stock ledger of the Corporation  shall be the
only  evidence  as to who are the  shareholders  entitled  to examine  the stock
ledger, the list required by Section 7 of Article

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II of these Bylaws or the books of the  Corporation,  or to vote in person or by
proxy at any meeting of shareholders.

     SECTION  6. LOST  CERTIFICATES.  The board of  directors  may  direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his or her legal representative,  to give the Corporation a bond
in such sum as it may  direct as  indemnity  against  any claim that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost, stolen, or destroyed.

     SECTION  7.  BENEFICIAL  OWNERS.  The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                    ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the  Corporation  shall end on the 30th day of September
of 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.

                             ARTICLE IX - DIVIDENDS

     Subject only to the terms of the Corporation's Certificate of Incorporation
and applicable  law, the board of directors may, from time to time,  declare and
the Corporation may pay,  dividends on its outstanding  classes of capital stock
which are eligible for dividends.

                           ARTICLE X - CORPORATE SEAL

     The board of directors shall provide a corporate  seal,  which shall be two
concentric circles between which shall be the name of the Corporation.  The year
of incorporation or an emblem may appear in the center.

                             ARTICLE XI - AMENDMENTS

         These  Bylaws may be amended  only as  specified  in the  Corporation's
Certificate of Incorporation.

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