AMENDED AND RESTATED BYLAWS
                                       OF
                                AMERIANA BANCORP

                             ARTICLE I - Home Office

     The home office of Ameriana Bancorp (the "Corporation") shall be located at
2118 Bundy  Avenue,  in the City of New Castle,  in the County of Henry,  in the
State of Indiana.  The  Corporation  may also have  offices at such other places
within or without the State of Indiana as the board of  directors  may from time
to time determine.

                            ARTICLE II - Stockholders

     Section  1.  Place  of  Meetings.   All  annual  and  special  meetings  of
stockholders  shall be held at the home  office  of the  Corporation  or at such
other place within or without the State of Indiana as the board of directors may
determine.

     Section 2. Annual Meeting. A meeting of the stockholders of the Corporation
for the election of directors and for the  transaction  of any other business of
the  Corporation  shall be held annually after each fiscal year at such date and
time as the board of directors may determine.

     Section 3. Special  Meetings.  Special  meetings of the stockholders of the
Corporation  for any purpose or purposes  may be called at any time by the board
of directors of the Corporation,  by a committee of the board of directors which
has been  duly  designated  by the  board of  directors  and  whose  powers  and
authorities, as provided in a resolution of the board of directors,  include the
power  and  authority  to call such  meeting,  by the  chairman  of the board of
directors or by the  president  of the  Corporation,  but such special  meetings
shall not be called by any other person or persons, except as otherwise required
by law.

     Section  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted  in  accordance  with  rules and  procedures  adopted  by the board of
directors.  The board of directors  shall  designate,  when present,  either the
chairman of the board or the president to preside at such meetings.

     Section 5. Notice of Meetings.  Written notice  stating the place,  day and
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be  delivered  neither  fewer than ten nor more than sixty 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, the secretary or the directors calling the
meeting,  to each  stockholder  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  stockholder 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.  If a stockholder  attends a meeting
without  objecting either at the beginning of the meeting to holding the meeting
or  transacting  business at the meeting or upon  presentation  of a  particular
matter for  consideration at the meeting,  or if a stockholder in writing waives
notice of the  meeting  or of a  particular  matter  either  before or after the
meeting,  then notice of the meeting or the matter to the  stockholder  shall be
unnecessary.  When any meeting of  stockholders,  either  annual or special,  is
adjourned  for thirty 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 thirty
days  or of the  business  to be  transacted  at  that  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
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than  seventy  days prior to the date on which the  particular  action,
requiring  such   determination  of  stockholders,   is  to  be  taken.  When  a
determination  of  stockholders  entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment  not more than one


<PAGE>

hundred twenty days after the date fixed for the original meeting.  The board of
directors shall fix a new record date for any adjournment  more than one hundred
twenty days after the date fixed for the original meeting.

     Section 7. Voting  Lists.  At least five days  before  each  meeting of the
stockholders, the officer or agent having charge of the stock transfer books for
the Corporation shall make a complete list of the stockholders  entitled to vote
at such meeting or any  adjournment,  arranged in alphabetical  order,  with the
address and the number of shares of stock held by each. The list of stockholders
shall be kept on file at the home office of the Corporation and shall be subject
to inspection by any  stockholder  at any time during usual business hours for a
period of at least  five days  prior to such  meeting.  Such list  shall also be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any  stockholder  for any proper purpose during the entire time
of the meeting.  The original stock transfer books shall  constitute prima facie
evidence of the stockholders  entitled to examine such list or transfer books or
to vote at any meeting of stockholders.

     Section 8. Quorum.  A majority of the outstanding  stock of the Corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding  stock
is represented at a meeting,  a majority of the stock so represented may adjourn
the meeting from time to time without further notice.  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 stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to constitute less than a quorum.

     Section 9. Proxies. At all meetings of stockholders, a stockholder may vote
by proxy  executed  in  writing  by the  stockholder  or by its duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholders  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  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of common  stock held by it.  Unless  otherwise  provided  in the  Corporation's
Articles of Incorporation (as amended, the "Articles of Incorportion"), by these
Bylaws or by applicable law, a majority of those votes cast by stockholders at a
lawful  meeting shall be sufficient to pass on a transaction  or matter,  except
that directors shall be elected by a plurality of the votes cast by stockholders
entitled to vote.

     Section  11.  Voting  of Shares  in the Name of Two or More  Persons.  When
ownership  of  stock is  recorded  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  holders  of
record  may  cast,  in person or by  proxy,  all  votes to which  such  stock 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  ownership  of stock is
recorded,  the vote or votes to which those holders of record are entitled shall
be cast as directed by a majority of those holders 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 Stock of Certain  Holders.  Stock held in the name of
another  corporation may be voted by such 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.  Stock  held  by an
administrator,  executor,  guardian or conservator may be voted by it, either in
person or by proxy,  without a transfer of such stock into its name.  Stock held
in the name of a trustee may be voted by it,  either in person or by proxy,  but
no trustee shall be entitled to vote stock held by it without a transfer of such
stock into its name.  Stock held in the name of a receiver  may be voted by such
receiver,  and stock held by or under the control of a receiver  may be voted by
such  receiver  without the  transfer  into its 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 stock is pledged shall be entitled to vote such stock
until  the  stock  has  been  transferred  into  the  name of the  pledgee,  and
thereafter the pledgee shall be entitled to vote the stock so transferred.

     Neither  treasury shares of its own stock held by the Corporation nor stock
held by another  corporation,  if a majority of the shares of stock  entitled to
vote for the  election of  directors  of such other  corporation  is held by the

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<PAGE>

Corporation,  shall be voted at any meeting or counted in determining  the total
number of  outstanding  shares of stock at any given  time for  purposes  of any
meeting.

     Section  13.  Inspectors  of  Election.   In  advance  of  any  meeting  of
stockholders, 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 make such appointment
at the meeting.  In case any person appointed as an 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  applicable  law,  the  duties  of  such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share of stock, the stock  represented at the meeting,  the
existence  of a quorum,  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 right to vote;  counting and
tabulating all votes or consents; determining the result; and such other acts as
may be  proper  to  conduct  the  election  or the  vote  with  fairness  to all
stockholders.

     Section 14.  Nominating  Committee.  Either a majority  of the  independent
directors of the Corporation or a nominating  committee composed of a minimum of
three  directors  each of whom are  independent,  shall  select  the  management
nominees  for  election  as  directors,   and  for  purposes  of  this  sentence
"independent"   shall  be  as  defined  in  Rule  4200(a)(15)  of  the  National
Association  of  Securities  Dealers'  Manual.  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  of the  Corporation  at least  twenty  days  prior to the date of the
annual meeting. No nominations for directors except those made by the nominating
committee shall be voted upon at the annual meeting, unless other nominations by
stockholders  are  made  in  writing  and  delivered  to  the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Articles of
Incorporation.

     Section  15. New  Business.  Any new  business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the Articles of  Incorporation.
This provision shall not prevent the  consideration  and approval or disapproval
at the annual meeting of reports of officers,  directors and committees,  but in
connection with such reports, no new business shall be acted upon at such annual
meeting unless stated and filed as provided in the Articles of Incorporation.

                        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
initially  consist of seven members,  and shall,  after the first meeting of the
stockholders  at which  directors  are elected,  be divided into three groups as
nearly equal in number as  possible.  The members of each group shall be elected
for staggered  terms of three years (and until their  successors  are elected or
qualified) in accordance  with the provisions of the Articles of  Incorporation.
The board of  directors  may  increase or decrease  the number of members of the
board of directors consistent with the Articles of Incorporation.

     Section 3. Regular  Meetings.  A regular  meeting of the board of directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual  meeting of  stockholders.  The board of directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.

     Section 4. Qualification. Directors need not own stock of the Corporation.

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     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  authorized to call special meetings of
the board of  directors  may fix any place  within  the State of  Indiana 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 of any special meeting
shall be given to each  director  at least two days prior  thereto if  delivered
personally  or by telegram,  or at least five days prior thereto if delivered by
mail at the address at which the  director  is most  likely to be reached.  Such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed,  with postage thereon prepaid, if mailed, or when delivered to the
telegraph  company if sent by  telegram.  Any  director  may waive notice of any
meeting  by a signed  writing  filed with the  secretary.  The  attendance  of a
director at a meeting shall constitute waiver of notice of such meeting,  except
where a director both attends a meeting for the express  purpose of objecting to
holding the meeting or transacting any business and does not thereafter vote for
or assent to any action taken at the meeting 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 or
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
Articles of Incorporation or applicable law.

     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  in the board of  directors
shall  be  filled  in  accordance   with  the  provisions  of  the  Articles  of
Incorporation.  Any  directorship  to be filled by reason of an  increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors then in office.  The term of such director shall be in accordance with
the provisions of the Articles of Incorporation.

     Section 12. Compensation.  Directors, as such, may recieve a stated fee for
their services. By resolution of the board of directors, a reasonable fixed sum,
and  reasonable  expenses  of  attendance,  if any,  may be  allowed  for actual
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
actual attendance at committee meetings as the board of directors may determine.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Corporation in any other capacity and receiving remuneration therefor.

     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  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent or  abstention  shall be entered in the  minutes of the  meeting or
unless he 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  immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

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<PAGE>

     Section 14.  Removal of  Directors.  Any  director  or the entire  board of
directors may be removed only in accordance  with the provisions of the Articles
of Incorporation.

     Section 15.  Advisory  Directors.  The board of directors may by resolution
appoint  advisory  directors  to the board,  who shall have such  authority  and
receive such  compensation  and  reimbursement  as the board of directors  shall
provide. Advisory directors or directors emeriti shall not have the authority to
participate by vote in the transaction of business.


               ARTICLE IV -- Committees of the Board of Directors

     The board of  directors,  by  resolution  passed by a majority of the whole
board,  may designate one or more committees as it 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. Each committee shall
consist of one or more directors of the Corporation. The board may designate one
or more  directors as alternate  members of any  committee,  who may replace any
absent or disqualified member at any meeting of the committee.

     Sections 5 through 9 of Article III, which govern meetings,  action without
meetings,  notice, waiver of notice, quorum and voting requirements of the board
of directors,  apply to committees and their members.  The act of a the majority
of the  members  present at a meeting at which a quorum is present  shall be the
act of the committee.  The act of the committee,  within the authority delegated
to it by the board of directors, shall be the act of the board of directors.

     The board of  directors  shall have  power,  by the  affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies in and to discharge  any  committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation;  provided,  however, that only notice to the board, the chairman of
the board,  the chief executive  officer,  the chairman of such committee or the
secretary  shall  be  deemed  to  constitute  notice  to the  Corporation.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein;  and, unless otherwise specified therein,  acceptance of such
resignation shall not be necessary to make it effective.  Any member of any such
committee  may be removed at any time,  either  with or  without  cause,  by the
affirmative  vote of a majority of the  authorized  number of  directors  at any
meeting of the board called for that purpose.


                              ARTICLE V -- Officers

     Section 1. Positions. The officers of the Corporation shall be a president,
one or more vice presidents, a secretary and a treasurer,  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 president shall be the chief executive
officer  unless the board of directors  designates  the chairman of the board as
chief executive  officer.  The president shall be a director of the Corporation.
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.  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  stockholders.  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

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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 vote of two-thirds of 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 any contractual rights 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 thereof.

     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,  and no officer  shall be  prevented  from  receiving  such salary by
reason of the fact that he is also a director of the Corporation.


              ARTICLE VI -- Contracts, Loans, Checks, and Deposits

     Section 1. Contracts. To the extent permitted by applicable law, and except
as otherwise  proscribed by the Articles of  Incorporation  or these Bylaws with
respect  to  certificates  for  shares of  stock,  the  board of  directors  may
authorize any officer,  employee or agent of the  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  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 such
duly authorized depositories as the board of directors may select.


        ARTICLE VII - Certificates for Shares of Stock and Their Transfer

     Section 1.  Certificates  for Shares of Stock. The stock of the Corporation
shall be  represented by  certificates  for shares signed by the chairman of the
board of directors,  the  president or by any other  officer of the  Corporation
authorized  by the board of  directors,  and by the  secretary  or an  assistant
secretary,  and may be sealed  with the seal of the  Corporation  or a facsimile
thereof.  Any or all of the signatures  upon a certificate may be facsimilies if
the  certificate  is  countersigned  by a transfer  agent,  or  registered  by a
registrar,  other than the Corporation itself or an employee of the Corporation.
If any officer who has signed or whose facsimile  signature has been placed upon
such certificate  shall have ceased to be such officer before the certificate is
issued, the certificate may be issued by the Corporation with the same effect as
if the person were the officer at the date of the certificate's issue.

     Section 2. Form of Stock Certificates.  All certificates representing stock
issued  by the  Corporation  shall  set  forth  upon the  face or back  that the
Corporation  will furnish to any  stockholder  upon request and without charge a
full statement of the designations, preferences, limitations and relative rights
of each class of stock  authorized to be issued,  the variations in the relative
rights and  preferences  between  each such  series so far as the same have been
fixed and  determined  and the  authority  of the board of  directors to fix and
determine the relative rights and preferences of subsequent series.

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     Each certificate representing stock shall state upon the face thereof: that
the corporation is organized under the laws of the State of Indiana; the name of
the person to whom issued; the number and class of the shares of stock; the date
of  issue;  the  designation  of the  series,  if any,  which  such  certificate
represents; the par value of each share of stock represented by such certificate
or a statement  that the stock is without par value.  Other matters in regard to
the form of the certificates shall be determined by the board of directors.

     Section 3. Payment for Stock. No certificate  shall be issued for any stock
until such stock is fully paid.

     Section 4. Form of Payment for Stock. The consideration for the issuance of
stock  shall  be paid in  accordance  with the  provisions  of the  Articles  of
Incorporation.

     Section 5.  Transfer of Stock.  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  thereof,  by its legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the  certificate of such shares of stock.  The person in whose name shares of
capital  stock are recorded on the books of the  Corporation  shall be deemed by
the Corporation to be the owner thereof for all purposes.

     Section 6. Stock Ledger.  The stock ledger of the Corporation  shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger,  the list  required  by  Section  7 of  Article  II or the  books of the
Corporation or to vote in person or by proxy at any meeting of stockholders.

     Section  7. Lost  Certificates.  The board of  directors  may  direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation and 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 the lost,  stolen  or  destroyed
certificate, or his 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  8.  Beneficial  Owners.  The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of stock 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 stock on the
part of any other person,  whether or not the Corporation  shall have express or
other notice thereof, except as otherwise provided by applicable law.


                    ARTICLE VIII - Fiscal Year; Annual Audit

     The fiscal year of the  Corporation  shall end on the  thirty-first  day of
December at the end of each calendar year. The  Corporation  shall be subject to
an  annual  audit  as of the  end of its  fiscal  year  by a  registered  public
accounting firm appointed by and responsible to the audit committee of the board
of directors,  which shall be composed of directors who each meet the definition
of  independence  set forth in applicable laws and regulations of the Securities
and Exchange Act of 1934, as amended,  and the  definition of  independence  set
forth in Rule  4200(a)(15) of the National  Association  of Securities  Dealers'
Manual.


                             ARTICLE IX - Dividends

     Subject to the provisions of the Articles of  Incorporation  and applicable
law,  the board of  directors  may, at any regular or special  meeting,  declare
dividends on the Corporation's  outstanding capital stock. Dividends may be paid
in cash, in property or in the Corporation's own stock.



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                           ARTICLE X - Corporate Seal

     The corporate seal of the Corporation shall be in such form as the board of
directors may prescribe.


                             ARTICLE XI - Amendments

     In accordance  with the Articles of  Incorporation,  the board of directors
may repeal,  alter,  amend or rescind  these Bylaws by vote of two-thirds of the
board of directors at a legal meeting held in accordance  with the provisions of
these Bylaws. These Bylaws may not be repealed, altered, amended or rescinded by
the stockholders of the corporation.





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