EXHIBIT 3(ii)

                              BYLAWS










                              BYLAWS
                              ------

                                OF
                                --

                        COMM BANCORP, INC.
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These Bylaws are supplemental to the Pennsylvania Business
Corporation Law and other applicable provisions of law, as the
same shall from time to time be in effect.

ARTICLE I.  MEETINGS OF SHAREHOLDERS.

Section 101.   Place of Meetings.  All meetings of the
shareholders shall be held at such place or places, within or
without the Commonwealth of Pennsylvania, as shall be determined
by the Board of Directors from time to time.

Section 102.  Annual Meetings.  The annual meeting of the
shareholders for the election of directors and the transaction of
such other business as may properly come before the meeting shall
be held at such date or hour as may be fixed by the Board of
Directors.  Notice of the place, date, time and purpose of the
annual meeting of shareholders shall be given not less than
thirty (30) days before such meeting to each shareholder of
record entitled to vote at such meeting.

Section 103.  Special Meetings.  Special meetings of the
shareholders may be called at any time by the President or the
Board of Directors.  Notice of the place, date, time and purpose
of a special meeting of shareholders called by the President or
the Board of Directors, shall be given not less than thirty (30)
days before such meeting to each shareholder of record entitled
to vote at such meeting.

Section 104.   Conduct of Shareholders' Meetings.  The Chief
Executive Officer shall preside at all shareholders' meetings. 
In the absence of the Chief Executive Officer, the Chairman of
the Board shall preside or, in his/her absence, any Officer
designated by the Board of Directors.  The Officer presiding over
the shareholders' meeting may establish such rules and
regulations for the conduct of the meeting as he/she may deem to
be reasonably necessary or desirable for the orderly and
expeditious conduct of the meeting.  Unless the Officer presiding
over the shareholders' meeting otherwise requires, shareholders
need not vote by ballot on any question.

Section 105.  Shareholder Proposals.  

(a) Any shareholder who intends to submit a proposal for
inclusion in the Corporation's proxy statement for the annual
meeting of shareholders shall submit his or her proposal to the
Secretary of the Corporation not less than 120 calendar days
before the date of the mailing of the Corporation's proxy
statement in connection with the previous year's annual meeting
of shareholders.  A proposal shall be submitted and be consistent
in all other respects, including being a proper subject for
action by shareholders, with the then current rules and
regulations of the Securities and Exchange Commission.

(b) A shareholder who intends to submit a proposal at an annual
meeting of shareholders and does not intend to request inclusion
of such proposal in the Corporation's proxy statement for that
annual meeting, shall submit the proposal to the Secretary of the
Corporation not later than 45 calendar days before the date of
mailing of the Corporation's proxy statement in connection with
the previous year's annual meeting of shareholders.  Such
proposal shall be a proper subject for action by shareholders
under applicable federal and state law.

ARTICLE II.  DIRECTORS AND BOARD MEETINGS.

Section 201.   Management by Board of Directors.  The business
and affairs of the Corporation shall be managed by its Board of
Directors.  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, regulation, the Articles of Incorporation or
these Bylaws directed or required to be exercised or done by the
shareholders.

Section 202.   Nomination for Directors.  Nominations for
directors to be elected at an annual meeting of shareholders must
be submitted to the Secretary of the Corporation in writing not
later than the close of business on the sixtieth (60th) day
immediately preceding the date of the meeting.  Such notification
shall contain the following information to the extent known to
the notifying shareholder:  (a) name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee;
(c) the number of shares owned in the name of each proposed
nominee; (d) the total number of shares of capital stock of the
Corporation that will be voted for each proposed nominee; (e) the
name and residence address of the notifying shareholder; and
(f) the number of shares of capital stock of the Corporation
owned by the notifying shareholder.  Nominations not made in
accordance herewith shall be disregarded by the Presiding Officer
of the meeting, and upon his/her instruction, the vote tellers
shall disregard all votes cast for each such nominee.  In the
event the same person is nominated by more than one shareholder,
the nomination shall be honored, and all shares of capital stock
of the Corporation shall be counted if at least one nomination
for that person complies herewith.

Section 203.   Directors Must be Shareholders.  Every Director
must be a shareholder of the Corporation and shall own in his/her
own right the number of shares (if any) required by law in order
to qualify as such Director.  Any Director shall forthwith cease
to be a Director when he/she no longer holds such shares, which
fact shall be reported to the Board of Directors by the
Secretary, whereupon the Board of Directors shall declare the
seat of such Directors vacated.

Section 204.   Resignations.  Any Director may resign at any
time.  Such resignation shall be in writing, but the acceptance
thereof shall not be necessary to make it effective.

Section 205.   Compensation of Directors.  No Director shall be
entitled to any salary as such; but the Board of Directors may
fix, from time to time, a reasonable annual fee for acting as a
Director and a reasonable fee to be paid each Director for
his/her services in attending meetings of the Board and meetings
of committees appointed by the Board.  The Corporation may
reimburse Directors for expenses related to their duties as a
member of the Board.

Section 206.   Regular Meetings.  Regular meetings of the Board
of Directors shall be held on such day, at such hour, and at such
place, consistent with applicable law, as the Board shall from
time to time designate or as may be designated in any notice from
the Secretary calling the meeting.  The Board of Directors shall
meet for reorganization at the first regular meeting following
the annual meeting of shareholders at which the Directors are
elected.  Notice need not be given of regular meetings of the
Board of Directors which are held at the time and place
designated by the Board of Directors.  If a regular meeting is
not to be held at the time and place designated by the Board of
Directors, notice of such meeting, which need not specify the
business to be transacted thereat and which may be either verbal
or in writing, shall be given by the Secretary to each member of
the Board at least twenty-four (24) hours before the time of the
meeting.

A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business.  If at the
time fixed for the meeting, including the meeting to organize the
new Board following the annual meeting of shareholders, a quorum
is not present, the directors in attendance may adjourn the
meeting from time to time until a quorum is obtained.

Except as otherwise provided herein, a majority of those
directors present and voting at any meeting of the Board of
Directors, shall decide each matter considered.  A director
cannot vote by proxy, or otherwise act by proxy at a meeting of
the Board of Directors.

Section 207.   Special Meetings.  Special meetings of the Board
of Directors may be called by the Chairman of the Board, the
President or at the request of three (3) or more members of the
Board of Directors.  A special meeting of the Board of Directors
shall be deemed to be any meeting other than the regular meeting
of the Board of Directors.  Notice of the time and place of every
special meeting, which need not specify the business to be
transacted thereat and which may be either verbal or in writing,
shall be given by the Secretary to each member of the Board at
least twenty-four (24) hours before the time of such meeting
excepting the Organization Meeting following the election of
Directors.

Section 208.   Chairman of the Board.  The Board of Directors
shall elect a Chairman of the Board at the first regular meeting
of the Board following each annual meeting of shareholders at
which Directors are elected.  The Chairman of the Board shall be
a member of the Board of Directors and shall preside at the
meetings of the Board and perform such other duties as may be
prescribed by the Board of Directors.

Section 209.   Vice President of the Board.  The Board of
Directors may elect one (1) or more Vice Presidents of the Board
as the Board of Directors may from time to time deem advisable. 
The Vice President of the Board shall have such duties as are
prescribed by the Board of Directors or the Chairman of the
Board.

Section 210.   Reports and Records.  The reports of Officers and
Committees and the records of the proceedings of all Committees
shall be filed with the Secretary of the Corporation and
presented to the Board of Directors, if practicable, at its next
regular meeting.  The Board of Directors shall keep complete
records of its proceedings in a minute book kept for that
purpose.  When a Director shall request it, the vote of such
Director upon a particular question shall be recorded in the
minutes.

ARTICLE III.  COMMITTEES.

Section 301.   Committees.  The following two (2) Committees of
the Board of Directors shall be established by the Board of
Directors in addition to any other Committee the Board of
Directors may in its discretion establish:  Executive, Discount
Committees.

Section 302.   Executive Committee.  The Executive Committee
shall consist of any five (5) or more Directors.  A majority of
the members of the Executive Committee shall constitute a quorum,
and actions of a majority of those present at a meeting at which
a quorum is present shall be actions of the Committee.  Meetings
of the Committee may be called at any time by the Chairman or
Secretary of the Committee, and shall be called whenever two (2)
or more members of the Committee so request in writing.  The
Executive Committee shall have and exercise the authority of the
Board of Directors in the management of the business of the
Corporation between the dates of regular meetings of the Board.

Section 303.   Appointment of Committee Members.  The Board of
Directors shall elect the members of the Committees and the
Chairman and Vice Chairman of each such Committee to serve until
the next annual meeting of shareholders.  The President shall
appoint or shall establish a method of appointing, subject to the
approval of the Board of Directors, the members of any other
Committees established by the Board of Directors, and the
Chairman and Vice Chairman of such Committee, to serve until the
next annual meeting of shareholders.  The Board of Directors may
appoint, from time to time, other committees, for such purposes
and with such powers as the Board may determine.

Section 304.   Organization and Proceedings.  Each Committee of
the Board of Directors shall effect its own organization by the
appointment of a Secretary and such other Officers, except the
Chairman and Vice Chairman, as it may deem necessary.  A record
of proceedings of all Committees shall be kept by the Secretary
of such Committee and filed and presented as provided in Section
210 of these Bylaws.

SECTION IV.  OFFICERS.

Section 401.   Officers.  The Officers of the Corporation shall
be a President, one (1) or more Vice Presidents, a Secretary, a
Treasurer, and such other Officers and Assistant Officers as the
Board of Directors may from time to time deem advisable.  Except
for the President, Secretary, and Treasurer, the Board may
refrain from filling any of the said offices at any time and from
time to time.  The same individual may hold any two (2) or more
offices except both the offices of President and Treasurer.  The
following Officers shall be elected by the Board of Directors at
the time, in the manner and for such terms as the Board of
Directors from time to time shall determine:  President,
Executive Vice President, Senior Vice President, Administrative
Vice President, Secretary, and Treasurer.  The President may,
subject to change by the Board of Directors, appoint such
Officers and Assistant Officers as he/she may deem advisable
provided such Officers or Assistant Officers have a title not
higher than Vice President, who shall hold office for such
periods as the President shall determine.  Any Officer may be
removed at any time, with or without cause, and regardless of the
term for which such Officer was elected, but without prejudice to
any contract right of such Officer.  Each Officer shall hold his
office for the current year for which he was elected or appointed
by the Board unless he shall resign, becomes disqualified, or be
removed at the pleasure of the Board of Directors.

Section 402.   President.  The President shall have general
supervision of all of the departments and business of the
Corporation and shall prescribe the duties of the other Officers
and Employees and see to the proper performance thereof.  The
President shall be responsible for having all orders and
resolutions of the Board of Directors carried into effect.  The
President shall execute on behalf of the Corporation and may
affix or cause to be affixed a seal to all authorized documents
and instruments requiring such execution, except to the extent
that signing and execution thereof shall have been delegated to
some other Officer or Agent of the Corporation by the Board of
Directors or by the President.  The President shall be a member
of the Board of Directors.  In the absence or disability of the
Chairman of the Board or his/her refusal to act, the President
shall preside at meetings of the Board.  In general, the
President shall perform all the duties and exercise all the
powers and authorities incident to such office or as prescribed
by the Board of Directors.

Section 403.   Vice Presidents.  The Vice Presidents shall
perform such duties, do such acts and be subject to such
supervision as may be prescribed by the Board of Directors or the
President.  In the event of the absence or disability of the
President or his/her refusal to act, the Vice Presidents, in the
order of their rank, and within the same rank in the order of
their authority, shall perform the duties and have the powers and
authorities of the President, except to the extent inconsistent
with applicable law.

Section 404.   Secretary.  The Secretary shall act under the
supervision of the President or such other Officers as the
President may designate.  Unless a designation to the contrary is
made at a meeting, the Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and
record all of the proceedings of such meetings in a book to be
kept for that purpose, and shall perform like duties for the
standing Committees when required by these Bylaws or otherwise. 
The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors.  The
Secretary shall keep a seal of the Corporation, and, when
authorized by the Board of Directors or the President, cause it
to be affixed to any documents and instruments requiring it.  The
Secretary shall perform such other duties as may be prescribed by
the Board of Directors, President, or such other Supervising
Officer as the President may designate.

Section 405.   Treasurer.  The Treasurer shall act under the
supervision of the President or such other Officer as the
President may designate.  The Treasurer shall have custody of the
Corporation's funds and such other duties as may be prescribed by
the Board of Directors, President or such other Supervising
Officer as the President may designate.

Section 406.   Assistant Officers.  Unless otherwise provided by
the Board of Directors, each Assistant Officer shall perform such
duties as shall be prescribed by the Board of Directors, the
President or the Officer to whom he/she is an Assistant.  In the
event of the absence or disability of an Officer or his/her
refusal to act, his/her Assistant Officer shall, in the order of
their rank, and within the same rank in the order of their
seniority, have the powers and authorities of such Officer.

Section 407.   Compensation.  Unless otherwise provided by the
Board of Directors, the salaries and compensation of all Officers
and Assistant Officers, except the President shall be fixed by or
in the manner designated by the President.

Section 408.   General Powers.  The Officers are authorized to do
and perform such corporate acts as are necessary in the carrying
on of the business of the Corporation, subject always to the
direction of the Board of Directors.

ARTICLE V.  SHARES OF CAPITAL STOCK.

Section 501.   Authority to Sign Share Certificates.  Every share
certificate of the Corporation shall be signed by the Secretary
or Assistant Secretary and President, Chairman of the Board or
Senior Vice President-Chief Financial Officer of the Corporation. 
Certificates may be signed by a facsimile signature of the
Secretary or Assistant Secretary and President, Chairman of the
Board or Senior Vice President-Chief Financial Officer of the
Corporation.

Section 502.   Lost or Destroyed Certificates.  Any person
claiming a share certificate to be lost, destroyed or wrongfully
taken shall receive a replacement certificate if such person
shall have:  (a) requested such replacement certificate before
the Corporation has notice that the shares have been acquired by
a bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the
Board of Directors, or the President or the Secretary; and
(c) satisfied any other reasonable requirements (including
providing an affidavit and a surety bond) fixed by the Board of
Directors, or the President or the Secretary.

ARTICLE VI.  GENERAL.

Section 601.   Fiscal Year.  The fiscal year of the Corporation
shall begin on the first (1st) day of January in each year and
end on the thirty-first (31st) day of December in each year.

Section 602.   Record Date.  The Board of Directors may fix any
time whatsoever (whether or not the same is more than fifty (50)
days) prior to the date of any meeting of shareholders, or the
date for the payment of any dividend or distribution, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of shares will be made or will go into
effect, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, any such
meetings, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or
exchange of shares.

Section 603.   Absentee Participation in Meetings.  One (1) or
more Directors may participate in a meeting of the Board of
Directors, or of a Committee of the Board, by means of a
conference telephone or similar communications equipment, by
means of which all persons participating in the meeting can hear
each other.

Section 604.   Emergency Bylaws.  In the event of any emergency
resulting from a nuclear attack or similar disaster, and during
the continuance of such emergency, the following Bylaw provisions
shall be in effect, notwithstanding any other provisions of the
Bylaws:

(a)  A meeting of the Board of Directors or of any Committee
thereof may be called by any Officer or Director upon one (1)
hour's notice to all persons entitled to notice whom, in the sole
judgment of the notifier, it is feasible to notify;

(b)  The Director or Directors in attendance at the meeting of
the Board of Directors or of any Committee thereof shall
constitute a quorum; and

(c)  These Bylaws may be amended or repealed, in whole or in
part, by a majority vote of the Directors attending any meeting
of the Board of Directors, provided such amendment or repeal
shall only be effective for the duration of such emergency.

Section 605.   Severability.  If any provision of these Bylaws is
illegal or unenforceable as such, such illegality or
unenforceability shall not affect any other provision of these
Bylaws and such other provisions shall continue in full force and
effect.

ARTICLE VII.  INDEMNIFICATION OF OFFICERS AND EMPLOYEES.

Section 701.   The Corporation shall indemnify any officer and/or
employee, or any former officer and/or employee, who was or is a
party to, or is threatened to be made a party to, or who is
called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee 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 expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

Section 702.   The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness in connection with, any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director,
officer, and/or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of, or serving as a witness in, such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation and except that no indemnification
shall be made in respect of any such claim, issue or matter as to
which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.

Section 703.   Except as may be otherwise ordered by a court,
there shall be a presumption that any officer and/or employee is
entitled to indemnification as provided in Sections 701 and 702
of this Article unless either a majority of the directors who are
not involved in such proceedings ("disinterested directors") or,
if there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation.  In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under Sections 701 and 702 of this Article.

Section 704.   Expenses incurred by an officer and/or employee in
defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized in the manner
provided under Section 703 of this Article upon receipt of an
undertaking by or on behalf of the officer and/or employee to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation.

Section 705.   The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any agreement, vote
of shareholders or disinterested directors, or otherwise, both as
to action in his official capacity while serving as an officer
and/or employee and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be an officer and/or employee and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

Section 706.   The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations arising under this Article.

Section 707.   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was an
officer and/or employee of the Corporation, or is or was serving
at the request of the Corporation as an officer and/or employee
of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.

Section 708.   Indemnification under this Article shall not be
made in any case where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

ARTICLE VIII.  INDEMNIFICATION OF DIRECTORS.

Section 801.   A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances.  In performing his duties,
a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:

(a)  One or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in
the matters presented.

(b)  Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the
professional or expert competence of such person.

(c)  A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.

A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.

Section 802.   In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of
the Corporation, consider the effects of any action upon
employees, upon suppliers and customers of the Corporation and
upon communities in which offices or other establishments of the
Corporation are located, and all other pertinent factors.  The
consideration of those factors shall not constitute a violation
of Section 801.

Section 803.   Absent a breach of fiduciary duty, lack of good
faith or self-dealing, actions taken as a director or any failure
to take any action shall be presumed to be in the best interests
of the Corporation.

Section 804.   A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:

(a)  the director has breached or failed to perform the duties of
his office under the provisions of Sections 801 and 802, and

(b)  the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.

Section 805.   The provisions of Section 804 shall not apply to:

(a)  the responsibility or liability of a director pursuant to a
criminal statute, or

(b)  the liability of a director for the payment of taxes
pursuant to local, state or federal law.

Section 806.   The Corporation shall indemnify any director, or
any former director who was or is a party to, or is threatened to
be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director 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 expenses (including attorneys' fees),
judgment, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

Section 807.   The Corporation shall indemnify any director who
was or is a party to, or is threatened to be made a party to, or
who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation
and except that no indemnification shall be made in respect of
any such claim, issue or matter as to which such person shall
have been adjudged to be liable for misconduct in the performance
of his duty to the Corporation.

Section 808.   Except as may be otherwise ordered by a court,
there shall be a presumption that any director is entitled to
indemnification as provided in Sections 806 and 807 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation.  In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under Sections 806 and 807 of this Article.

Section 809.   Expenses incurred by a director in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under
Section 808 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by
this Article.

Section 810.   The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any agreement, vote
of shareholders or disinterested directors, or otherwise, both as
to action in his official capacity while serving as a director
and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director
and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 811.   The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations arising under this Article.

Section 812.   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director 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 him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

Section 813.   Indemnification under this Article shall not be
made in any case where the act or failure to act giving rise to
the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

ARTICLE IX.  AMENDMENT OR REPEAL.

Section 901.   Amendment or Repeal by the Board of Directors. 
These Bylaws may be amended or repealed, in whole or in part, by
a majority vote of members of the Board of Directors at any
regular or special meeting of the Board duly convened.  Notice
need not be given of the purpose of the meeting of the Board of
Directors at which the amendment or repeal is to be considered.

Section 902.   Recording Amendments and Repeals.  The text of all
amendments and repeals to these Bylaws shall be attached to the
Bylaws with a notation of the date and vote of such amendment or
repeal.

ARTICLE X. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS
AND REPEALS.

Section 1001.  Approval and Effective Date.  These Bylaws have
been approved as the Bylaws of the Corporation this 15th day of
June, 1983, and shall be effected as of said date.

Section 1002.  Amendments or Repeals.

Section Involved         Date Amended or Repealed      Approved By

Article VII              May 5, 1987                  Shareholders
Article VIII             May 5, 1987                  Shareholders
Article IX (renumbered)  May 5, 1987                  Board of Directors
Article X (renumbered)   May 5, 1987                  Board of Directors