EXHIBIT 3.(ii)


                                            As Amended at 4/15/99 Board Meeting



                                TECHNITROL, INC.

                                  -------------

                                     BY-LAWS

                                  -------------



                                    ARTICLE I

                                     OFFICES
                                     -------

         Section 1. The principal office shall be at 1210 Northbrook Drive,
Suite 385, in Trevose, Commonwealth of Pennsylvania. The location of the
principal office shall, at all times, be within the limits of the Commonwealth
of Pennsylvania.

         Section 2. The corporation may also have offices at such other places,
both within and without the Commonwealth of Pennsylvania; as the board of
directors may, from time to time, determine or the business of the corporation
may require.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

         Section 1. All meetings of the shareholders shall be held in the City
of Philadelphia, Pennsylvania, or at such other places within or without the
Commonwealth of Pennsylvania as the board of directors may designate.

         Section 2. The annual meeting of the shareholders shall be held in
either the months of May or June of each year on such date as may be determined
by the board of directors at least sixty days in advance of such meeting and, in
the event the board of directors fails to determine a meeting date, the meeting
shall be held on the third Wednesday of May at 4:30 P.M., if not a legal holiday

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and if a legal holiday then on the fourth Wednesday of May, when they shall
elect, by a plurality vote, by ballot, such number of directors for such terms
as provided in Article III, Section 1, of these by-laws, to serve until their
successors are elected or chosen and qualify, and transact such other business
as may properly be brought before the meeting.

         Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of at least twenty percent of all the shares
issued and outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation. Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not less than ten or more than sixty
days thereafter, as the secretary may fix. If the secretary shall neglect to
issue such call, the person or persons making the request may issue the call.

         Section 4. Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be served upon or mailed, postage prepaid, at least ten days
prior to the meeting, unless a greater period of notice is required by statute,
to each shareholder.

         Section 5. The officer having charge of the transfer books for shares
of the corporation shall prepare and make at least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to notice of the
meeting and a complete list of the shareholders entitled to vote at the meeting,
arranged in alphabetical order, with the address and the number of shares held
by each which lists shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such lists shall also 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.

         Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

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         Section 7. The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws. The shareholders present in
person or by proxy at a duly convened meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. If, however, any meeting of shareholders cannot be organized
because a quorum has not attended, the shareholders entitled to vote thereat,
present in person or by proxy, shall have power, except as otherwise provided by
statute, to adjourn the meeting to such time and place as they may determine,
but in the case of any meeting called for the election of directors such meeting
may be adjourned from day to day or for such longer periods not exceeding
fifteen days each as the holders of a majority of the shares entitled to vote
present in person or by proxy shall direct, and those who attend the second of
such adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors. At any 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.

         Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the articles of incorporation or of these by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

         Section 9. Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on or after three years
from its date, unless coupled with an interest, and, except where the transfer
books of the corporation have been closed or a date has been fixed as a record
date for the determination of its shareholders entitled to vote, transferees of
shares which are transferred on the books of the corporation within ten days
next preceding the date of such meeting shall not be entitled to vote at such

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meeting. In each election 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, 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 up to the number of directors to be
elected shall be elected.

         Section 10. 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 entitled to vote or his proxy, shall make such appointment at the
meeting. The number of judges shall be one or three. If appointed at a meeting
on the request of one or more shareholders entitled to vote or proxies, the
majority of shares present and entitled to vote shall determine whether one or
three judges are to be appointed. 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, and shall
make a written report of any matter determined by them and execute a certificate
of any fact found by them, if requested by the chairman of the meeting or any
shareholder entitled to vote or his proxy. 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.


                                   ARTICLE III

                                    DIRECTORS
                                    ---------

         Section 1. The number of directors which shall constitute the board
shall be at least six and not more than nine. The directors shall be divided
into three classes, namely, Classes I, II and III, with each class consisting of
at least two directors and not more than three. At each annual meeting of
shareholders, the successors to any class of directors whose terms shall then
expire shall be elected to serve three years. Directors elected as hereinbefore
provided may not be removed prior to the expiration of their respective terms of
office without cause. Subject to the provisions of Article Sixth of the articles

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of incorporation, as amended and restated, the board of directors may by a vote
of not less than a majority of the authorized directors amend this Section to
increase or decrease the number of directors constituting any class, without a
vote of the shareholders, provided, however, that any such decrease shall not
eliminate any directors then in office. Except for changing the size of any
class of directors, this Section shall not be amended, altered, changed or
repealed, notwithstanding the provisions of Article IX of these by-laws, except
as provided in Article Sixth of the articles of incorporation, as amended and
restated.

         Section 2. Vacancies in any class and newly created directorships
resulting from any increase in the authorized number of directors in any class
shall be filled by a majority of the remaining number of the board, though less
than a quorum. Each person so elected shall be a director to serve until the
expiration of the term of the class to which he is elected and until his
successor is elected by the shareholders.

         Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

         Section 4. No person shall be eligible to be nominated or elected as a
director if at the time of such nomination or election such person has attained
the age of Seventy (70) years. Any director who attains the age of Seventy (70)
years during the terms of his directorship shall be permitted to continue to
serve in such capacity for the remainder of his then-current term and shall
thereafter be ineligible for nomination or election as a director.


                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

         Section 5. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.

         Section 6. The board of directors shall hold a meeting at the
corporation's principal office immediately following the annual meeting of the


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shareholders at which new directors are elected, unless a different time and
place shall be fixed by the shareholders at the meeting at which the new
directors were elected, and no notice of such meeting shall be necessary to the
directors in order legally to constitute the meeting, provided a majority of the
whole board shall be present. In the event such meeting is not held at such time
and place, or in the event of the failure of the shareholders to fix a different
time or place for such meeting of the board of directors with its newly elected
members, the meeting may be held at such time and place as shall be specified in
a notice given as hereinafter provided for such meetings of the board of
directors, or as shall be specified in a written waiver signed by all of the
directors.

         Section 7. Regular meetings of the board of directors may be held
without notice on the third Wednesday of each month at the principal office of
the corporation or at such other time or place as shall from time to time be
determined by the board.

         Section 8. Special meetings of the board may be called by the president
on one day's notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors, which request
shall state the purpose or purposes of the proposed meeting.

         Section 9. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, 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, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. One or more directors may participate in a meeting of the board
of directors by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 10. If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action

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shall be as valid a corporate action as though it had been authorized at a
meeting of the board of directors.

         Section 11. In the event a national disaster or national emergency is
proclaimed by the President or Vice President of the United States, the
directors, even though there may be less than a quorum present, may take all
actions which they could have taken if a quorum had been present.

         Section 12. The board of directors shall immediately after each annual
meeting of shareholders (or at any regular or special meeting should the need
arise by resignation, death or otherwise of the then current chairman), elect
from among its members a chairman of the board. The chairman of the board may,
but need not be, an officer of the corporation and shall preside at all meetings
of the board of directors and shall undertake such other duties as the board of
directors may from time to time prescribe.


                                    COMMITTEE
                                    ---------

         Section 13. The board of directors may, by resolution passed by a
majority of the whole board, designate two or more of its number to constitute
an executive committee which, to the extent provided in such resolution shall
have and exercise the authority of the board of directors in the management and
business of the corporation. Vacancies in the membership of the committee shall
be filled by the board of directors at a regular or special meeting of the board
of directors. The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.

         Section 14. By resolution passed by a majority of the whole board, the
board of directors may establish such other committees for such other purposes
which the board deems advisable. The chairman of the board shall appoint the
members of such other committees and fill any vacancies on such committees. Such
other committees shall keep regular minutes of their proceedings and report the
same to the board when required.


                            COMPENSATION OF DIRECTORS
                            -------------------------

         Section 15. Compensation of directors shall be in such amounts as may
be determined from time to time by resolution of the board of directors. Such
compensation may include, in addition to expenses of attendance if any, a stated

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fee for each regular or special meeting of the board attended by a director as
well as an annual retainer to be paid to each director if the board of directors
so determines. Members of the executive committee or of any standing or special
committee may, by resolution of the board, be allowed such additional
compensation for their services on such committees as the board may from time to
time determine. Nothing herein shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV

                                     NOTICES
                                     -------

         Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                    ARTICLE V

                                    OFFICERS
                                    --------

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a chief executive officer, a president, a vice
president, a secretary and a treasurer. The board of directors may also choose
an executive vice president, additional vice presidents and one or more
assistant secretaries and assistant treasurers. Any two of the aforesaid
offices, except those of the president and executive vice president, president
and vice president or president and secretary, may be held by the same person.

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<PAGE>

         Section 2. The board of directors, immediately after each annual
meeting of shareholders, shall elect a chief executive officer, a president,
each of whom may, but need not, be a director, and the board shall also annually
choose a secretary, a treasurer and such assistant secretaries and other vice
presidents, none of which need be members of the board of directors.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.


                             CHIEF EXECUTIVE OFFICER
                             -----------------------

         Section 6. The chief executive officer shall be the corporation's most
senior officer, be responsible for the implementation of strategies, policies
and resolutions adopted by the board of directors and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.


                                  THE PRESIDENT
                                  -------------

         Section 7. The president shall be the chief operating officer of the
corporation, shall have general and active management of the day-to-day
operations of the corporation.

         Section 8. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the

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<PAGE>

signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.


                               THE VICE-PRESIDENTS
                               -------------------


         Section 9. The executive vice-president, if one be appointed, shall
have such powers and perform such duties as the board of directors or the
president may from time to time prescribe, and shall perform such other duties
as may be prescribed in these by-laws. He shall exercise all the powers and
discharge all the duties of the president during the latter's absence or
inability to act and shall have power to sign all deeds, contracts and
instruments authorized by the board of directors unless they otherwise direct.

         The vice-president, or if there be more than one, the vice-presidents
in the order of length of service unless otherwise determined by the board of
directors, shall, in the absence or disability of the president or executive
vice-president, perform the duties and exercise the powers of the president, and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.


                     THE SECRETARY AND ASSISTANT SECRETARIES
                     ---------------------------------------

         Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of an assistant secretary.

         Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise

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the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.


                     THE TREASURER AND ASSISTANT TREASURERS
                     --------------------------------------

         Section 12. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all money
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such disbursements
and shall render to the president and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

         Section 14. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.


                                   ARTICLE VI

                             CERTIFICATES OF SHARES
                             ----------------------

         Section 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall

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<PAGE>

exhibit the name of the registered holder and the number and class of shares or
a statement that such shares are without par value as the case may be.

         Section 2. Every share certificate shall be signed by the president and
the secretary and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.

         Section 3. Where a certificate is signed (1) by a transfer agent or (2)
by a transfer agent and/or registrar, the signature of such president and
secretary may be facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.


                         LOST OR DESTROYED CERTIFICATES
                         ------------------------------

         Section 4. The board of directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. when
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and 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 or certificates alleged to have been
lost, destroyed or wrongfully taken.


                             EXHIBIT 3.(ii) page 12
<PAGE>



                               TRANSFER OF SHARES
                               ------------------

         Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                            CLOSING OF TRANSFER BOOKS
                            -------------------------

         Section 6. The board of directors may fix a time, not more than
seventy-five days, prior to the date of any meeting of 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 go into effect, as a record date for the determination of
the shareholders entitled to notice of and to vote at any such meeting 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. In such case only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to notice
of and to vote at such meeting or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any record date so fixed. The board of directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period and in such case written or printed notice thereof shall be mailed at
least ten days before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by him to the
corporation for the purpose of notice.


                             REGISTERED SHAREHOLDERS
                             -----------------------

         Section 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of

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<PAGE>

a fiduciary or the nominee of a fiduciary unless made with actual knowledge that
a fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.


                                   ARTICLE VII

        INDEMNIFICATION, INSURANCE AND LIMITATION OF DIRECTORS' LIABILITY
        -----------------------------------------------------------------

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
            --------------------------------------------------------

         Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
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 contenders 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
reasonable cause to believe that his conduct was unlawful.

         Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint

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<PAGE>

venture, trust or other enterprise against expenses (including attorneys, fees)
actually and reasonably incurred by him in connection with the defense or
settlement of 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 interest of the
corporation. No such indemnification against expenses shall be made, however, in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the Court of Common
Pleas of the county in which the registered office of the corporation is located
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Common Pleas or such other court
shall deem proper.

         Section 3. Indemnification under Sections 1 and 2 of this Article shall
be made by the corporation when ordered by a court or upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in those
Sections. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion or (3) by the stockholders.

         Section 4. In addition to and notwithstanding the limited
indemnification provided in Sections 1, 2 and 3 of this Article, the corporation
shall indemnify and hold harmless its present and future officers and directors
of, from and against any and all liability, expenses (including attorneys'
fees), claims, judgments, fines and amounts paid in settlement, actually
incurred by such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including but not limited to any action by or in the right of the
corporation), to which such person is, was or at any time becomes, a party, or
is threatened to be made a party, by reason of the fact that such person is, was
or at any time becomes, a director or officer of the corporation, or is or was
serving or at any time serves at the request of the corporation, as a director,
officer, employee or agent of another corporation, partnership, joint venture,

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<PAGE>
trust or other person of any nature whatsoever. Nothing contained in this
Section 4 shall authorize the corporation to provide, or entitle any officer or
director to receive, indemnification for any action taken, or failure to act,
which action or failure to act is determined by a court to have constituted
willful misconduct or recklessness.

         Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding of the kind described in Sections 1, 2 and 4 of this Article
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
the person who may be entitled to indemnification under those Sections, to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

         Section 6. The indemnification, advancement of expenses and limitation
of liability provided in this Article shall continue as to a person who has
ceased to be a director or officer of the corporation and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 7. Nothing herein contained shall be construed as limiting the
power or obligation of the corporation to indemnify any person in accordance
with the Pennsylvania Business Corporation Law as amended from time to time or
in accordance with any similar law adopted in lieu thereof. The indemnification
and advancement of expenses provided under this Article shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
shareholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office.

         Section 8. The corporation shall also indemnify any person against
expenses, including attorneys, fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the
Pennsylvania Business Corporation Law as amended from time to time or under any
similar law adopted in lieu thereof.

                             EXHIBIT 3.(ii) page 16
<PAGE>
         Section 9. Any person who shall serve as director, officer, employee or
agent of the corporation or who shall serve, at the request of the corporation,
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be deemed to do so with
knowledge of and in reliance upon the rights of indemnification provided in this
Article, in the Pennsylvania Business Corporation Law as amended from time to
time and in any similar law adopted in lieu thereof.


                                    INSURANCE
                                    ---------

         Section 10. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
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.


                       LIMITATION OF DIRECTORS' LIABILITY
                       ----------------------------------

         Section 11. No director of this corporation shall be personally liable
for monetary damages as such for any action taken, or failure to take any
action, on or after January 27, 1987, unless (a) the director has breached or
failed to perform the duties of his office under Section 8363 of Title 42 of the
Pennsylvania Consolidated Statutes Annotated (relating to the standard of care
and justifiable reliance of directors); and (b) the breach or failure to perform
constitutes self dealing, willful misconduct or recklessness; provided, however
that the provisions of this Section 11 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.


                             EXHIBIT 3.(ii) page 17
<PAGE>



                                  ARTICLE VIII

                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS
                                    ---------

         Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the articles of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves for contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

         Section 3. The directors shall send, or cause to be sent, to the
shareholders, within one hundred twenty days after the close of the fiscal year
of the corporation, a financial report as of the closing date of the preceding
fiscal year.


                                     CHECKS
                                     ------

         Section 4. All checks or demands for money and notes of the corporation
shall be signed manually or by facsimile signature of such officer or officers
or such other person or persons as the board of directors may from time to time
designate.


                                   FISCAL YEAR
                                   -----------

         Section 5. The fiscal year of the corporation shall commence on the day
immediately following the last Friday of December of each year.



                             EXHIBIT 3.(ii) page 18
<PAGE>


                                      SEAL
                                      ----

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                      PENNSYLVANIA BUSINESS CORPORATION LAW
                      -------------------------------------

         Section 7. Section 4 of the Act amending the Pennsylvania Business
Corporation Law signed by Governor Thornburgh on December 23, 1983 (specifically
Senate Bill No. 1144), which section provided for the addition of a Section 910
to the Pennsylvania Business Corporation Law shall not be applicable to the
corporation in any respect.

         Section 8. Subchapter G (Sss.2561-2567) and Subchapter H (52571-2575)
of the Pennsylvania Business Corporation Law of 1988, as amended, shall not be
applicable to the corporation in any respect.


                                   ARTICLE IX

                                   AMENDMENTS
                                   ----------

         Section 1. Except as otherwise provided in Article Sixth of the
articles of incorporation, as amended and restated, these bylaws may be altered,
amended or repealed by a majority vote of the shareholders entitled to vote
thereon at any regular or special meeting duly convened after notice to the
shareholders of that purpose or by a majority vote of the members of the board
of directors at any regular or special meeting duly convened after notice to the
directors of that purpose, subject always to the power of the shareholders to
change such action by the directors.




                             EXHIBIT 3.(ii) page 19
<PAGE>