SPS TECHNOLOGIES, INC.

                                  	formerly
                        	(STANDARD PRESSED STEEL CO.)

                   	As Amended and Effective April 28, 1998

                                    BY-LAWS
                                    -------

                                   ARTICLE I
                                   ---------

       1.1 Principal Office - The principal office of the 
           ----------------     
corporation shall be at Jenkintown, Pennsylvania.

       1.2 Other Offices - The corporation shall also have 
           -------------     
offices at such other places as the Board of Directors may from 
time to time appoint or the business of the corporation may 
require.

                                   ARTICLE II
                                   ----------

                     Shareholders and Share Certificates
                     -----------------------------------

       2.1 Issuance of Share Certificates - Every shareholder 
           ------------------------------ 
of record shall be entitled to a share certificate representing 
the shares owned by him.  Share certificates shall be in such 
form as may be required by law and as the Board of Directors 
shall prescribe.  Every share certificate shall be signed by the 
Chairman or President or a Vice-President and the Treasurer or 
Secretary or Assistant Treasurer or Assistant Secretary, and 
sealed with the corporate seal, which may be a facsimile, either 
engraved or printed.  Whenever permitted by law, the Board of 
Directors may authorize the issuance of share certificates 
bearing the facsimile signatures of the officers authorized to 
sign such certificates.

       2.2 Transfer of Shares - Shares of the capital stock 
           ------------------
of the corporation shall be transferable only on the books of the 
corporation by the person in whose name such shares are 
registered, or by his duly authorized attorney or representa-
tive.  In all cases of transfer by an attorney, the original 
letter of attorney, duly approved, or an official copy thereof, 
duly certified, shall be deposited and remain with the 
corporation.  In case of transfer by executors, administrators, 
guardians or other legal representatives, duly authenticated 
evidence of their authority shall be produced, and may be 
required to be deposited and remain with the corporation in its 
discretion.  No transfer shall be made unless and until the 
certificate issued to the transferor is delivered to the 
corporation, properly endorsed.

<PAGE>24


       2.3 Lost or Destroyed Share Certificates - Any person 
           ------------------------------------    
desiring a share certificate to be issued in lieu of one lost or 
destroyed shall make an affidavit setting forth the loss or 
destruction of such share certificate, and shall, if the Board of 
Directors shall so require, advertise such loss or destruction in 
such manner as the Board of Directors may require, and shall, if 
the Board of Directors shall so require, give the corporation a 
bond of indemnity, in such form and with such security as may be 
satisfactory to the Board, indemnifying the corporation against 
any loss that may result from the issuance of a new share 
certificate.  Upon receipt of such affidavit and proof of 
publication of the advertisement of such loss or destruction if 
such advertisement is required by the Board of Directors, and the 
bond, if any, required by the Board of Directors, a new share 
certificate may be issued of the same tenor and for the same 
number of shares as the one alleged to have been lost or 
destroyed.

       2.4 Addresses of Shareholders - Each shareholder 
           -------------------------
shall, when issued his share certificate, notify the Secretary of 
the corporation in writing of the address to which such 
shareholder wishes notices relating to the business of the 
corporation to be mailed and he shall thereafter notify the 
Secretary in writing of any changes in such address.

       2.5 Transfer of Rights - Rights issued pursuant to the 
           ------------------
Rights Agreement to be effective as of November 21, 1998, between 
the corporation and Chase Mellon Shareholder Services (the 
"Rights Agreement") may be transferred by an Acquiring Person or 
an Associate or Affiliate of an Acquiring Person (as such terms 
are defined in the Rights Agreement) only in accordance with the 
terms of, and subject to the restrictions contained in, the 
Rights Agreement.

                                   ARTICLE III
                                   -----------
                             
                           	Meetings of Shareholders
                            ------------------------
       3.1 Annual Meeting - The Annual Meeting of the 
           --------------
shareholders of the corporation for the election of directors and 
for the transaction of such other business as may be appropriate 
shall be held at the principal office of the corporation, or at 
such other place within or without the Commonwealth of 
Pennsylvania as the Board of Directors may from time to time 
prescribe.  The annual meeting shall be held on such date as 
shall be determined by the Board of Directors of the Corporation.

       3.2 Special Meetings - Special meetings of the 
           ----------------  
shareholders may be called at any time by the Chairman, and shall 
be called by the Chairman, or in his absence, by the Secretary, 
upon the written request of a majority of the members of the 
Board of Directors.  Upon receipt of the written request of any 
person or persons entitled to call a special meeting, which shall 

<PAGE>25


state the purpose of the meeting, it shall be the duty of the 
Chairman, or, in his absence, the Secretary, to call such meeting 
to be held not less than ten days, nor more than sixty days, 
after receipt of such request.  If the Chairman or the Secretary 
shall neglect or refuse to issue such call, the person or persons 
making the request may do so.  Special meetings of the 
shareholders shall be held at the principal office of the 
corporation or at such other place as the Board of Directors may 
from time to time direct.

       3.3 Notice of Meetings - Notice of the time and place 
           ------------------ 
of the annual or any special meeting of the shareholders shall be 
given to each shareholder entitled to notice of such meeting at 
least ten days prior to the date of the meeting, unless a greater 
period of notice is by law required in a particular case.  Such 
notice shall be given by the Secretary of the corporation or by 
or at the direction of the person or persons authorized to call 
the meeting in the case of a special meeting, and shall be mailed 
to each shareholder at the address last given by him, as herein 
provided.  If no such address be given, notice deposited in the 
post office, addressed to him at the city or place in which the 
principal office of the corporation is located, shall be 
sufficient.  In the case of special meetings of the shareholders, 
the notice shall specify the purpose thereof, and no business 
shall be transacted other than that mentioned in the notice 
except with the consent of all of the shareholders of the 
corporation entitled to vote at such meeting.  When a meeting is 
adjourned it shall not be necessary to give any notice of the 
adjourned meeting or of the business to be transacted at an 
adjourned meeting other than by announcement at the meeting at 
which such adjournment is taken.

       3.4 Determination of Shareholders of Record - The 
           ---------------------------------------
Board of Directors may fix a time, not more than fifty days prior 
to the date of any meeting of the shareholders, or the date fixed 
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 
meeting, or entitled to receive payment of any such dividend or 
distribution, or entitled to receive any such allotment of 
rights, or to exercise the rights in respect to any such change, 
conversion or exchange of shares.  In any such case only such 
shareholders as shall be shareholders of record at the close of 
business on the day so fixed shall be entitled to notice of or to 
vote at such meeting, or to receive payment of such dividend or 
distribution, or to receive such allotment of rights, or to 
exercise any such rights in respect to any such change, 
conversion or exchange of shares, as the case may be, 
notwithstanding any transfers of any shares on the books of the 
corporation after the date so fixed.  The Board of Directors may 
close the books of the corporation against transfers of shares

<PAGE>26

 
during the whole or any part of such period, and during the time 
when the transfer books of the corporation shall be closed no 
transfers of shares shall be made thereon; provided, however, 
that in case the Board of Directors shall determine to close the 
transfer books of the corporation, written or printed notice 
thereof shall be mailed to each shareholder of record at the 
address given by him as herein provided, at least ten days before 
the date fixed for the closing of the transfer books.

       3.5 Voting Rights - Except as otherwise provided 
           -------------
herein, or in the articles of incorporation or by law, every 
shareholder of record shall have the right at every shareholders' 
meeting to one vote for every share standing in his name on the 
books of the corporation.  Every shareholder may vote either in 
person or by proxy.

       3.6 Nominations for Directors - Nominations of 
           -------------------------
candidates for election by the shareholders to the Board of 
Directors shall be given in writing to the Secretary of the 
Company not less than sixty (60) days in advance of the meeting 
at which such election is to take place in order to be considered 
timely.  Such notice shall include the name and address of record 
of the nominating shareholder, a representation that the 
shareholder is entitled to vote at such meetings and intends to 
appear in person or by proxy at the meeting; the name, age, 
business and residence address and principal occupation of such 
proposed nominee; a description of any and all arrangements or 
understandings between the shareholder and each proposed nominee; 
such other information as would be required by the Securities and 
Exchange Commission to be included in the proxy statements 
soliciting proxies for the election of the proposed nominee; and 
the signed consent of each such individual to serve as director 
if elected.  The Board shall also have the right to require any 
proposed nominee to furnish other information which the Board 
shall reasonably require to determine the proposed nominee's 
eligibility and qualifications to serve as a director.  If the 
Board, after affording the shareholder a reasonable opportunity 
to cure any deficiency which the Board perceives in the original 
notice, determines that an individual was not nominated in 
accordance with the foregoing procedure, then such individual 
shall not be eligible for nomination and election as a director.

       3.7 Proxies - Every proxy shall be executed in writing 
           -------
by the shareholder, or by his duly authorized attorney in fact, 
and filed with the Secretary of the corporation.  A proxy, unless 
coupled with an interest, shall be revocable at will, 
notwithstanding any other agreement or any provision in the proxy 
to the contrary, but the revocation of a proxy shall not be 
effective until written notice thereof has been given to the 
Secretary of the corporation.  No unrevoked proxy shall be valid 
after eleven months from the date of its execution, unless a 
longer time is expressly provided therein, but in no event shall 
a proxy, unless coupled with an interest, be voted on after three 

<PAGE>27


years from the date of its execution.  A proxy shall not be 
revoked by the death or incapacity of the maker unless, before 
the vote is counted or the authority is exercised, written notice 
of such death or incapacity is given to the Secretary of the 
Corporation.

       3.8 Ballot - No vote by the shareholders need be by 
           ------
ballot, except upon demand made in writing before the voting 
begins by a shareholder then entitled to vote.  In all cases 
where voting shall be by ballot, a record of the name of and the 
number of shares of stock represented by each person voting shall 
be made by the Judge or Judges of Election duly appointed, and 
shall be kept on file by the corporation.

       3.9 Majority Vote - Except as otherwise specified in 
           -------------
the articles of incorporation, in these by-laws or provided by 
law, all matters shall be decided by the vote of the holders of a 
majority of the shares then entitled to vote present in person or 
represented by proxy at the meeting.

       3.10 Cumulative Voting - In all elections for 
            -----------------
directors, every shareholder entitled to vote shall have the 
right, in person or by proxy, to multiply the number of votes to 
which he may be entitled by the total number of directors to be 
elected in the same election by the holders of the class or 
classes of shares of which his shares are a part, and he may cast 
the whole number of such votes for one candidate or he may 
distribute them among any two or more candidates.  The candidates 
receiving the highest number of votes from each class or group of 
classes entitled to elect directors separately up to the number 
of directors to be elected in the same election by such class or 
group of classes shall be elected.

       3.11 Voting on Sale or Merger - The affirmative vote of 
            ------------------------
shareholders owning at least 80% of the outstanding capital stock 
of the corporation shall be required (a) for the adoption of any 
agreement for the merger or consolidation of the corporation with 
or into any other corporation and (b) to authorize any sale, 
lease or exchange of all or substantially all of the assets of 
the corporation to or with, or any sale, lease or exchange to or 
with the corporation (in exchange for its securities in a 
transaction for which stockholder approval is required by law or 
any agreement between the corporation and any national securities 
exchange) of any assets of, any other corporation, person or 
other entity.

       3.12 Quorum of Shareholders - At all meetings of the 
            ----------------------
shareholders a quorum shall consist of the presence of persons 
representing a majority of the outstanding shares of the 
corporation entitled to vote at such meeting, and in the absence 
of a quorum no business shall be transacted.  The shareholders 
present at a duly organized meeting can continue to do business 
until adjournment, notwithstanding the withdrawal of enough 

<PAGE>28


shareholders to leave less than a quorum.  Except as otherwise 
provided by law, if a meeting cannot be organized because a 
quorum has not attended, those present may adjourn the meeting to 
such time and place as they may determine, and in the case of any 
meeting called for the election of directors those who attend the 
second of such adjourned meetings, although less than a quorum as 
fixed in this section, shall nevertheless constitute a quorum for 
the purpose of electing directors.

       3.13 Judges of Election - In advance of any meeting of 
            ------------------
shareholders, the Board of Directors may appoint Judges of 
Election, who need not be shareholders, to act at such meeting or 
any adjournment thereof.  If Judges of Election be not so 
appointed, the Chairman of any such meeting may, and on the 
request of any shareholder or his proxy shall, make such 
appointment at the meeting.  The number of judges shall be one or 
three.  No person who is a candidate for office shall act as a 
judge.  The Judges of Election shall do all such acts as may be 
proper to conduct the election or vote with fairness to all 
shareholders.  If requested by the Chairman of the meeting or any 
shareholder or his proxy, they shall make a written report of any 
matter determined by them and execute a certificate of any fact 
found by them.  If there be three Judges of Election, the 
decision, act or certificate of a majority shall be effective in 
all respects as the decision, act or certificate of all.

       3.14 Voting Lists - The officer or agent having charge 
            ------------
of the transfer books for shares of the corporation shall make a 
complete list of the shareholders entitled to vote at the 
meeting, arranged in alphabetical order, with the address of and 
the number of shares held by each, which list shall be produced 
and kept open at the time and place of the meeting, and shall be 
subject to the inspection of any shareholder during the whole 
time of the meeting for the purposes thereof.  If the corporation 
has, at the time when the aforesaid list is required to be 
prepared, five thousand or more shareholders, then in lieu of the 
making of such list, it may make such information available by 
other appropriate means.  The original share ledger or transfer 
book, or a duplicate thereof kept in the Commonwealth of 
Pennsylvania, shall be prima facie evidence as to who are the 
shareholders entitled to examine such list or share ledger or 
transfer book, or to vote, in person or by proxy, at any meeting 
of the shareholders.

       3.15 Advance Notice of Shareholder Proposals - At any 
            ---------------------------------------
annual or special meeting of shareholders, proposals by 
shareholders shall be considered only if advance notice thereof 
has been timely given as provided herein and such proposals are 
otherwise proper for consideration under applicable law and the 
articles of incorporation of the corporation and these By-laws.  
Notice of any proposal to be presented by any share- holder at 
any meeting of shareholders shall be delivered in writing to the 
Secretary of the Company not less than sixty (60) days prior to

<PAGE>29

 
the date of the meeting; provided, however, that if the date of 
the meeting is first publicly announced or disclosed (in a public 
filing or otherwise) less than seventy (70) days prior to the 
date of the meeting, such advance notice shall be given not more 
than ten (10) days after such date is first so announced or 
disclosed.  Public notice shall be deemed to have been given more 
than seventy (70) days in advance of the annual meeting if the 
corporation shall have previously disclosed, in these By-laws or 
otherwise, that the annual meeting in each year is to be held on 
a determinable date, unless and until the Board determines to 
hold the meeting on a different date.  Notice of any such 
proposal shall include the text of the proposal to be presented, 
a brief written statement of the reasons why such shareholder 
favors the proposal, the name and address of record of the 
proposing shareholder, a representation that the shareholder is 
entitled to vote at such meetings and intends to appear in person 
or by proxy at the meeting, the number and class of all shares of 
each class of stock of the corporation beneficially owned by such 
shareholder, and any material interest of such shareholder in the 
proposal (other than as a shareholder).  If the Board, after 
affording the shareholder a reasonable opportunity to cure any 
deficiency which the Board perceives in the original notice 
relating to the information required in the immediately preceding 
sentence, determines that notice of a proposal was not effected 
in accordance with the foregoing procedure, then such proposal 
shall not be eligible for consideration at the meeting.	

                                   ARTICLE IV
                                   ----------
                                   Directors
                                   ---------

       4.1 Number of Directors - The Board of Directors shall 
           -------------------
consist of such number of members, not less than three, as shall 
be from time to time fixed by resolution of the Board of 
Directors.

       4.2 Directors - The Board of Directors shall be 
           ---------
divided into three classes, as nearly equal in number as 
possible, consisting of two classes of three members each and one 
class of two members.  The term of office of one class shall 
expire in each year.  The members of each class shall be elected 
for terms of three years except in the case of a vacancy in any 
class, in which case the vacancy shall be filled for the balance 
of the term of the class in which the vacancy exists.

       4.3 Powers; Qualifications and Personal Liability
           ---------------------------------------------
           (a)	The Board of Directors shall have the control 
and management of the business and affairs of the corporation, 
and all powers of the corporation except those specifically 
reserved or granted to the shareholders by law, by the articles 
of incorporation, or by these by-laws, are hereby granted to and 
vested in the Board of Directors.

<PAGE>30


           (b)	Directors need not be residents of the 
Commonwealth of Pennsylvania or shareholders in the corporation. 
 A director may also be a salaried officer of the corporation.  
If any person elected as a director shall, upon written request, 
fail to accept such office, either in writing or by attending a 
meeting of the Board of Directors, the Board of Directors may 
declare his office vacant.

           (c)	A director of the corporation shall not be 
personally liable for monetary damages as such for any action 
taken, or any failure to take any action, unless the director has 
breached or failed to perform the duties of his or her office 
under 42 Pa.C.S. Section 8363 and the breach or failure to 
perform constitutes self-dealing, willful misconduct or 
recklessness.  The provisions of this subsection shall not apply 
to the responsibility or liability of a director pursuant to any 
criminal statute or the liability of a director for the payment 
of taxes pursuant to local, state or Federal law.  The provisions 
of this subsection shall be effective January 27, l987, but shall 
not apply to any action filed prior to that date nor to any 
breach of performance of duty or any failure of performance of 
duty by a director occurring prior to that date.

       4.4 Annual Report - The Board of Directors through the 
           -------------
appropriate corporate officer shall present at the annual meeting 
of the shareholders a report of the financial condition of the 
corporation as of the closing of the preceding fiscal year.  Such 
report shall be sent to all shareholders and shall be available 
for the inspection of shareholders at the annual meeting.  The 
Board of Directors shall have the financial statements contained 
in such report examined and reported upon by independent 
certified public accountants who shall not be required to be 
elected by the shareholders of the corporation.

       4.5 Resignations - Any director of the corporation may 
           ------------
resign at any time by giving written notice to the Chairman of 
the Board of Directors or the Secretary of the corporation.  Such 
resignation shall take effect at the date of the receipt of such 
notice or at any later time specified therein, and unless 
otherwise specified therein the acceptance of such resignation 
shall not be necessary to make it effective.

       4.6 Removal - Directors may be removed in such manner 
           ------- 
as may be provided by law.

       4.7 Vacancies - The Board of Directors shall have 
           ---------
power to fill all vacancies occurring on the Board, whether by 
death, resignation, increase in number or otherwise.  A vacancy 
in the Board of Directors may be filled by a vote of the majority 
of the remaining members of the Board, though less than a quorum, 
and each person so elected shall be a director until his 
successor is elected by the shareholders.

<PAGE>31


       4.8 Committee of the Board - Except as otherwise 
           ----------------------
provided in Section 4.9 of these By-Laws, the Board of Directors 
may, by resolution adopted by a majority of the entire Board, 
designate one or more committees, each committee to consist of 
two or more directors.  Any such committee to the extent provided 
in the resolution creating it shall have and exercise the 
authority of the Board of Directors in the management of the 
business and affairs 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, provided that any such alternate member shall meet 
the qualifications, if any, applicable to members of such 
committee.  If the resolution creating any committee so provides, 
then, in the absence or disqualification of any member of any 
committee, the member or members thereof present at any meeting 
and not disqualified from voting, whether or not he or they 
constitute a quorum, may unanimously appoint another director to 
act at the meeting in the place of any such absent or 
disqualified member, provided that any person so appointed shall 
meet the qualifications, if any, applicable to members of such 
committee.  Each such committee shall keep minutes of its 
proceedings and report the same to the Board of Directors at its 
next meeting.

       4.9 Continuing Directors Committee
           ------------------------------

           (a)	There is hereby designated and established a 
Continuing Directors Committee consisting of one or more members 
of the Board of Directors having the qualifications set forth in 
this Section 4.9, which Continuing Directors Committee shall have 
and may exercise the powers granted to the Continuing Directors 
in the management of the business and affairs of the Company to 
the extent set forth in the Rights Agreement, as such Rights 
Agreement may be amended from time to time in accordance with the 
terms thereof.

           (b)	The member or members of the Continuing 
Directors Committee shall consist of any member of the Board of 
Directors of the Company, while such Person is a member of the 
Board, who is not an Acquiring Person, or an Affiliate or 
Associate of an Acquiring Person (as such terms are defined in 
the Rights Agreement), or a representative of an Acquiring Person 
or of any such Affiliate or Associate and (i) who was a member of 
the Board immediately prior to the effective date of the Rights 
Agreement, or (ii) whose nomination for election or election to 
the Board was (x) subsequent to the effective date of the Rights 
Agreement and (y) recommended or approved by a majority of the 
Continuing Directors.  In all cases where action of the Board of 
Directors requires, under the terms of the Rights Agreement, the 
concurrence of at least a majority of the Continuing Directors in 
office at the time, such action shall not be deemed to have been 
taken unless there are Continuing Directors in office at the 

<PAGE>32


time.

           (c)	In the absence or disqualification of any 
member of the Continuing Directors Committee, the member or 
members thereof present at any meeting and not disqualified from 
voting, whether or not he or they constitute a quorum, may 
unanimously appoint another Continuing Director to act at the 
meeting in the place of any such absent or disqualified member, 
and, in the absence or disqualification of all members of the 
Continuing Directors Committee, the member or members meeting the 
qualifications of this Section 4.9 shall be appointed by a 
majority of the Board of Directors as a whole.

           (d)	This Section 4.9 shall automatically terminate and 
be of no further force or effect upon the expiration of the 
Rights Agreement by its terms or the earlier redemption of the 
Rights (as defined in the Rights Agreement) in accordance with 
the terms of the Rights Agreement.

                                   ARTICLE V
                                   ---------

                              Directors' Meetings
                              -------------------
       5.1 Place of Meetings - The meetings of the Board of 
           -----------------
Directors may be held at such place within the Commonwealth of 
Pennsylvania or elsewhere as a majority of the Directors may from 
time to time elect, or as may be designated in the notice of the 
meeting.

       5.2 Annual Meeting - Immediately after each annual 
           --------------
election of directors, the Board of Directors shall meet for the 
purpose of organization, election of officers, and the 
transaction of other business, at the place where such election 
of directors was held.  Notice of such meeting need not be given. 
 Such annual meeting may be held at any other time or place which 
shall be specified in a notice given in the manner provided for 
special meetings of the Board of Directors.

       5.3 Regular Meetings - The Board of Directors may by 
           ----------------  
resolution designate dates, times and places for regular meetings 
to be held throughout the year not less than one meeting in each 
quarter.  Notice shall be given of any change in the date, time 
or place of any regular meetings in the manner provided for 
notice of special meetings of the Board of 
Directors; otherwise no notice need be given.

       5.4 Special Meetings - Special meetings of the Board 
           ----------------
of Directors may be called by the Chairman, or by a majority of 
the Directors, and shall be held at such time and place as shall 
be designated by the person or persons calling the meeting.  
Unless notice is waived by all of the members of the Board of 
Directors, notice of the time, place and purpose of any special 
meeting shall be sent to each director by mail or by telegraph or 

<PAGE>33


by cable at least three days prior to the date of such meeting, 
and such notice shall state the time, place and purpose of such 
special meeting.

       5.5 Notice of Adjourned Meeting - When a meeting is 
           ---------------------------
adjourned, it shall not be necessary to give any notice of the 
adjourned meeting, or of the business to be transacted at an 
adjourned meeting, other then by announcement at the meeting at 
which such adjournment is taken.

       5.6 Quorum - A majority of the members of the Board of 
           ------
Directors shall constitute a quorum for the transaction of 
business at any meeting, and the acts of a majority of the 
directors present at a meeting at which a quorum is present shall 
be the acts of the Board of Directors.  Any one or more directors 
or members of a committee of the Board of Directors may 
participate in a meeting of the Board or of the committee by 
means of conference telephone or similar communications equipment 
so connected that all persons participating in the meeting can 
hear each other, and any person so participating 
shall be considered as present at the meeting for the purpose of 
determining the presence of a quorum, action by a majority, and 
for all other purposes.

       5.7 Order of Business - The order of business at 
           ----------------- 
meetings of the Board of Directors shall be as prescribed from 
time to time by the Board.

       5.8 Compensation - Each director shall be entitled to 
           ------------
receive as compensation for his services such reasonable amounts 
as may be fixed from time to time by the Board of Directors, in 
the form of either fees and traveling expenses for attendance at 
meetings of the Board and of the committees thereof, or of 
payment at the rate of a fixed annual sum, or both.

                                   ARTICLE VI
                                   ----------
 
                              Officers and Agents
                              -------------------

       6.1 Officers Elected by the Board - At the first 
           -----------------------------
meeting of the Board of Directors after the election of directors 
in each year, the Board shall elect a Chairman, a President, one 
or more Vice-Presidents, a Secretary and a Treasurer, and such 
other officers as the Board may deem necessary and as the 
business of the corporation may require.

       6.2 Terms and Qualifications of Officers - It 
           ------------------------------------
shall not be necessary for any officer except the Chairman and 
the President to be a member of the Board of Directors.  Any two 
or more offices may be held by the same person, except that the 
offices of the President and Secretary shall not be held by the 
same person.  All officers of the corporation shall serve for one 
year and until their successors shall have been duly elected and 

<PAGE>34


shall have qualified; provided, however, that any officer may be 
removed at any time, either with or without cause, by action of 
the Board of Directors.

                                   ARTICLE VII
                                   -----------

                        Powers and Duties of Officers
                        -----------------------------

       7.1 Chairman - The Chairman shall be the chief 
           -------- 
executive and head of the corporation, and in the recess of the 
Board of Directors shall have the general control and management 
of its business and affairs, subject, however, to the regulations 
of the Board of Directors.  He shall preside at all meetings of 
the shareholders and of the Board of Directors.  He shall be a 
member ex officio of all standing committees of the Board.  He 
shall call special or other meetings of the shareholders and 
Board of Directors and shall give, or cause to be given, notice 
of meetings of the Board of Directors as required by law or by 
these By-Laws.

       7.2 President - The President shall be the chief 
           ---------
operating officer of the corporation and, subject to the 
supervision and control of the Chairman, shall carry out 
corporate operating policies as established by the Chairman.

       7.3 Vice-Presidents - The Vice-Presidents shall 
           ---------------
have such duties as the Chairman or President may establish.

       7.4 Secretary - The Secretary shall attend all 
           --------- 
meetings of the shareholders and of the Board of Directors and 
shall be responsible for maintaining a record of all the 
proceedings thereof in a book to be kept for that purpose.  He 
shall be the custodian of the corporate seal of the corporation. 
In the absence of the Secretary, an Assistant Secretary or any 
other person appointed or elected by the Board of Directors may 
exercise the rights and perform any of the duties of the 
Secretary.

       7.5 Treasurer - The Treasurer shall be 
           --------- 
responsible for maintaining full and correct accounts of the 
receipts and expenditures of the corporation in books belonging 
to the corporation, for the deposit of all moneys and valuable 
effects in the name and to the credit of the corporation in such 
depositories as may be designated by the Board of Directors, and 
for the appropriate disbursement of its funds.  He shall, if the 
Board shall so direct, give bond with sufficient security in such 
amount as may be required by the Board for the faithful 
performance of his duties.

       7.6 Controller - The Controller shall be 
           ----------
responsible for the establishment and maintenance of sound 
accounting practices and procedures throughout the corporation.

<PAGE>35


       7.7 Additional Duties - The enumeration of 
           -----------------
specific duties shall not be deemed to mean that additional 
appropriate powers and duties may not be assigned.

                                   ARTICLE VIII
                                   ------------
                                  Miscellaneous
                                  -------------

       8.1 Checks, Notes, Drafts and Acceptances - All 
           -------------------------------------
checks, notes and other similar obligations and acceptances of 
drafts by the corporation shall be signed by such person or 
persons as the Board of Directors may from time to time direct.

       8.2 Endorsement of Negotiable Instruments for 
           -----------------------------------------
Deposit - Any officer of the corporation or any other employee, 
-------
as the Board of Directors may from time to time direct, shall 
have full power to endorse for deposit all checks and all 
negotiable paper drawn payable to his or their order or to the 
order of the corporation.

       8.3 Fiscal Year - The fiscal year of the corporation 
           -----------
shall begin on the first day of January and end on the thirty-
first day of December of each year.

       8.4 1988 Pennsylvania Anti-Takeover Law - The 
           -----------------------------------
corporation shall not be subject to the provisions of Section 910 
of the Pennsylvania Business Corporation Law (P.L. 364, No. 106), 
as amended by Act 27, enacted March 23, 1988.

       8.5 Act No. 1990-36 - The corporation shall not be 
           ---------------
subject to the provisions of Subchapters G (Control-Share 
Acquisitions) and H (Disgorgement by Certain Controlling 
Shareholders Following Attempts to Acquire Control) of Chapter 25 
of Article C of the Business Corporation Law of 1988 (p.1. 1444, 
No. 177) as amended by Act 36 enacted April 27, 1990, and, 
accordingly, Subchapters I (Severance Compensation for Employees 
Terminated Following Certain Control-Share Acquisitions) and J 
(Business Combination Transactions - Labor Contracts) shall not 
apply to the Corporation.

                                   ARTICLE IX
                                   ---------- 
                    Indemnification of Directors, Officers, Etc.
                    --------------------------------------------

       9.1 Scope of Indemnification	
           ------------------------
       (a) The corporation shall indemnify an indemnified 
representative against any liability incurred in connection with 
any proceeding in which the indemnified representative may be 
involved as a party or otherwise, by reason of the fact that such 
person is or was serving in an indemnified capacity, including 
without limitation liabilities resulting from any actual or 
alleged breach or neglect of duty, error, misstatement or 

<PAGE>36


misleading statement, negligence, gross negligence or act giving 
rise to strict or products liability, except where such 
indemnification is expressly prohibited by applicable law or 
where the conduct of the indemnified representative has been 
determined pursuant to Section 9.6 to constitute willful 
misconduct or recklessness within the meaning of 42 Pa. C.S. 
8365(b) or any superseding provision of law, sufficient in the 
circumstances to bar indemnification against liabilities arising 
from the conduct.

           (b)	If an indemnified representative is entitled to 
indemnification in respect of a portion, but not all, of any 
liabilities to which such person may be subject, the corporation 
shall indemnify such indemnified representative to the maximum 
extent for such portion of the liabilities.

           (c)	The termination of a 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 indemnified representative is not entitled to 
indemnification.

           (d)	For purposes of this Article:

                 (1) "indemnified capacity" means any and all 
            past, present and future service by an indemnified 
            representative in one or more capacities as a director, 
            officer, employee or agent of the corporation, or, at 
            the request of the corporation, as a director, officer, 
            employee, agent, fiduciary or trustee of another 
            corporation, partnership, joint venture, trust, 
            employee benefit plan or other entity or enterprise;
	
                 (2) "indemnified representative" means any and all 
            directors and officers of the corporation and any 
            other person designated as an indemnified represent- 
            ative by the board of directors of the corporation, 
            (which may, but need not, include any person serving 
            at the request of the corporation, as a director, 
            officer, employee, agent, fiduciary or trustee of 
            another corporation, partnership, joint venture, 
            trust, employee benefit plan or other entity or 
            enterprise);
	
                 (3) "liability" means any damage, judgment, amount 
            paid in settlement, fine, penalty, punitive damages, 
            excise tax assessed with respect to an employee 
            benefit plan, or cost or expense of any nature 
            (including, without limitation, attorneys' fees and 
            disbursements); and 

<PAGE>37

	
                 (4) "proceeding" means any threatened, pending or 
            completed action, suit, appeal or other proceeding of 
            any nature, whether civil, criminal, administrative or 
            investigative, whether formal or informal, and whether 
            brought by or in the right of the corporation, a class 
            of its security holders or otherwise.
	
       9.2 Proceedings Initiated by Indemnified 
           ------------------------------------ 
Representatives - Notwithstanding any other provision of this 
---------------
Article, the corporation shall not indemnify under this Article 
an indemnified representative for any liability incurred in a 
proceeding initiated (which shall not be deemed to include 
counter-claims or affirmative defenses) or participated in as an 
intervenor or amicus curiae by the person seeking indemnifi- 
cation unless such initiation of or participation in the 
proceeding is authorized, either before or after its 
commencement, by the affirmative vote of a majority of the 
directors in office.  This section does not apply to reimburse- 
ment of expenses incurred in successfully prosecuting or 
defending an arbitration under Section 9.6 or otherwise 
successfully prosecuting or defending the rights of an 
indemnified representative granted by or pursuant to this 
Article.
	
       9.3 Advancing Expenses - The corporation shall pay the 
           ------------------
expenses (including attorneys' fees and disbursements) incurred 
in good faith by an indemnified representative in advance of the 
final disposition of a proceeding described in Section 9.l or 
9.2 upon receipt of an undertaking by or on behalf of the 
indemnified representative to repay such amount if it shall 
ultimately be determined pursuant to Section 9.6 that such 
person is not entitled to be indemnified by the corporation 
pursuant to this Article.  The financial ability of an 
indemnified representative to repay an advance shall not be a 
prerequisite to the making of such advance.
	
       9.4 Securing of Indemnification Obligations - To 
           ---------------------------------------
further effect, satisfy or secure the indemnification 
obligations provided herein or otherwise, the corporation may 
maintain insurance, obtain a letter of credit, act as self 
insurer, create a reserve, trust, escrow, cash collateral or 
other fund or account, enter into indemnification agreements, 
pledge or grant a security interest in any assets or properties 
of the corporation, or use any other mechanism or arrangement 
whatsoever in such amounts, at such costs, and upon such other 
terms and conditions as the board of directors shall deem 
appropriate.  Absent fraud, the determination of the board of 
directors with respect to such amounts, costs, terms and 
conditions shall be conclusive against all security holders, 
officers and directors and shall not be subject to voidability.

<PAGE>38

	
       9.5 Payment of Indemnification - An indemnified 
           --------------------------
representative shall be entitled to indemnification within 30 
days after a written request for indemnification has been 
delivered to the secretary of the corporation.
	
       9.6 Arbitration - Any dispute related to the right to 
           -----------
indemnification, contribution or advancement of expenses as 
provided under this Article, except with respect to 
indemnification for liabilities arising under the Securities Act 
of l933 that the corporation has undertaken to submit to a court 
for adjudication, shall be decided only by arbitration in the 
metropolitan area in which the principal executive offices of 
the corporation are located at the time, in accordance with the 
commercial arbitration rules then in effect of the American 
Arbitration Association, before a panel of three arbitrators, 
one of whom shall be selected by the corporation, the second of 
whom shall be selected by the indemnified representative and the 
third of whom shall be selected by the other two arbitrators.  
In the absence of the American Arbitration Association, or if 
for any reason arbitration under the arbitration rules of the 
American Arbitration Association cannot be initiated, or if one 
of the parties fails or refuses to select an arbitrator, or if 
the arbitrators selected by the corporation and the indemnified 
representative cannot agree on the selection of the third 
arbitrator within 30 days after such time as the corporation and 
the indemnified representative have each been notified of the 
selection of the other's arbitrator, the necessary arbitrator or 
arbitrators shall be selected by the presiding judge of the 
court of general jurisdiction in such metropolitan area.  Each 
arbitrator selected as provided herein is required to be or have 
been a director or executive officer of a corporation whose 
shares of common stock were listed during at least one year of 
such service on the New York Stock Exchange or the American 
Stock Exchange or quoted on the National Association of 
Securities Dealers Automated Quotations System.  The party or 
parties challenging the right of an indemnified representative 
to the benefits of this Article shall have the burden of proof. 
 The corporation shall reimburse an indemnified representative 
for the expenses (including attorneys' fees and disbursements) 
incurred in successfully prosecuting or defending such 
arbitration.  Any award entered by the arbitrators shall be 
final, binding and nonappealable and judgment may be entered 
thereon by any party in accordance with applicable law in any 
court of competent jurisdiction.  This arbitration provision 
shall be specifically enforceable.
	
       9.7 Discharge of Duty - An indemnified representative 
           -----------------
shall be deemed to have discharged such person's duty to the 
corporation if he or she has relied 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:

<PAGE>39


          (1) one or more officers or employees of the 
           corporation whom the indemnified representative 
           reasonably believes to be reliable and competent with 
           respect to the matter presented;
	
          (2) legal counsel, public accountants or other persons 
           as to matters that the indemnified representative 
           reasonably believes to be within the person's 
           professional or expert competence; or
	
          (3) a committee of the board of directors on which he 
           or she does not serve as to matters within its area of 
           designated authority, which committee he or she 
           reasonably believes to merit confidence.
	
       9.8 Contract Rights; Amendment or Repeal - All rights 
           ------------------------------------
to indemnification and advancement of expenses under this 
Article shall be deemed a contract between the corporation and 
the indemnified representative pursuant to which the corporation 
and each indemnified representative intend to be legally bound. 
Any repeal, amendment or modification hereof shall be 
prospective only and shall not affect any rights or obligations 
then existing.
	
       9.9 Scope of Article - The rights granted by this 
           ----------------
Article shall not be deemed exclusive of any other rights to 
which those seeking indemnification or advancement of expenses 
may be entitled under any statute, agreement, vote of share- 
holders or disinterested directors or otherwise, both as to 
action in an indemnified capacity and as to action in any other 
capacity.  The indemnification and advancement of expenses 
provided by or granted pursuant to this Article shall continue 
as to a person who has ceased to be an indemnified representa- 
tive in respect of matters arising prior to such time, and shall 
inure to the benefit of the heirs, executors, administrators and 
personal representatives of such a person.
	
       9.10 Reliance on Provisions -  Each person who 
            ----------------------
shall act as an indemnified representative of the 
corporation shall be deemed to be doing so in reliance upon 
the rights of indemnification and advancement of expenses 
provided by this Article.
	
                                   ARTICLE X
                                   ---------

                                  Amendments
                                  ----------
       10.1 Procedure - Sections 3.6, 3.11 and 10.1 of 
            --------- 
these By-laws may be altered, amended, modified, added to or 
repealed only at any annual or special meeting of the 
shareholders, and, with respect to Sections 3.11 and 10.1, 
only by the affirmative vote of shareholders owning at least 
80% of the outstanding capital stock of the corporation.  

<PAGE>40


Otherwise, these By-laws may be altered, amended, modified, 
added to or repealed at any annual, regular or special 
meeting of the Board of Directors or by the shareholders at 
any annual or special meeting.  Notice of any meeting shall 
set forth such proposed change or a summary thereof.
	
       10.2 - Amendments to Sections 4.8, 4.9 and 10.2 - 
              ----------------------------------------
The amendment to Section 4.8 and the provisions of Sections 
4.9 and 10.2 of these By-Laws have been adopted in 
connection with the execution by the Company of the Rights 
Agreement described in Section 4.9, and may be altered, 
amended, modified, added to or repealed only by a resolution 
duly adopted by the Board of Directors of the Company 
(provided that no such resolution will be effective without 
the concurrence of at least a majority of the Continuing 
Directors).

<PAGE>41