PG ENERGY INC.

                                B Y L A W S

                                            

                                 ARTICLE I
                               STOCKHOLDERS

         Section 1.  Place of  Holding  Meetings.  Meetings of stockholders
shall be held  within  the  State  of  Pennsylvania,  and, unless otherwise
determined by the  Board  of  Directors,  all  meetings of the stockholders
shall be held at the office of the Company.

         Section 2.  Voting.

         (a)  Voting Rights of Stockholders. - Unless otherwise provided in
              the articles,  every  stockholder  of  the  Company  shall be
              entitled to one vote for every  share standing in the name of
              the  stockholder  on  the  books  of  the  Company; provided,
              however,  that   in   all   elections   for   directors  such
              stockholders may cast the whole  number  of his votes for one
              candidate or distribute them  upon  two or more candidates as
              he may prefer.

         (b)  Voting and Other Action by Proxy.
              (1)  Every stockholder  entitled  to  vote  at  a  meeting of
                   stockholders may authorize another person to act for the
                   stockholder by proxy.

              (2)  The presence of, or vote or other action at a meeting of
                   stockholders  by  a   proxy   of   a  stockholder  shall
                   constitute the presence  of,  or  vote  or action by the
                   stockholder.

              (3)  Where two or more proxies  of a stockholder are present,
                   the Company shall,  unless  otherwise expressly provided
                   in  the  proxy,  accept,  as  the  vote  of  all  shares
                   represented thereby the vote cast  by a majority of them
                   and, if a majority  of  the proxies cannot agree whether
                   the shares represented shall be voted or upon the manner
                   of voting the shares, the  voting of the shares shall be
                   divided equally among those persons.

         (c)  Execution and Filing.  -  Every  proxy  shall  be executed in
              writing  by  the  stockholder   or  by  the  duly  authorized
              attorney-in-fact of stockholder and  filed with the Secretary
              of the Company.   A  telegram,  telex, cablegram, datagram or
              similar transmission from  a stockholder or attorney-in-fact,
              or a photographic,  facsimile  or  similar  reproduction of a
              writing executed by a stockholder or attorney-in-fact:

              (1)  may be treated as properly executed for purposes of this
                   subsection; and

              (2)  shall be so treated if  it sets forth a confidential and
                   unique identification number or  other mark furnished by
                   the Company to  the  stockholder  for  the purposes of a
                   particular meeting or transaction.


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         (d)  Revocation.  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
              Company.  An unrevoked proxy  shall  not be valid after three
              years from the date of its  execution unless a longer time is
              expressly provided therein.

              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  the  death or incapacity is
              given to the Secretary of the Company.

         (e)  Expenses.  The Company  shall  pay the reasonable expenses of
              solicitation of votes, proxies or consents of stockholders by
              or on behalf of the  Board  of  Directors or its nominees for
              election to the Board, including solicitation by professional
              proxy solicitors and otherwise.

         (f)  Voting by Fiduciaries and  Pledgees.    Shares of the Company
              standing in the  name  of  a  trustee  or other fiduciary and
              shares held by an assignee for the benefit of creditors or by
              a receiver may be  voted  by the trustee, fiduciary, assignee
              or receiver.  A stockholder whose shares are pledged shall be
              entitled to  vote  the  shares  until  the  shares  have been
              transferred into the name of the pledgee, or a nominee of the
              pledgee,  but  nothing  in  this  section  shall  affect  the
              validity of a proxy given to a pledgee or nominee.

         (g)  Voting by Joint  Holders  of  Shares.    Where  shares of the
              Company are held jointly or  as  tenants  in common by two or
              more persons, as fiduciaries or otherwise:

              (1)  if only one or more of such persons is present in person
                   or by proxy, all of the  shares standing in the names of
                   such persons shall be  deemed  to be represented for the
                   purpose of determining  a  quorum  and the Company shall
                   accept as the vote of all  the shares the vote cast by a
                   joint owner or a majority of them; and

              (2)  if the  persons  are  equally  divided  upon whether the
                   shares held by them shall be voted or upon the manner of
                   voting the shares,  the  voting  of  the shares shall be
                   divided equally among  the  persons without prejudice to
                   the rights of the joint  owners or the beneficial owners
                   thereof among themselves.

              (3)  However, if there has  been  filed with the Secretary of
                   the Company a copy, certified  by  an attorney at law to
                   be correct, of  the  relevant  portions of the agreement
                   under which the  shares  are  held  or the instrument by
                   which the trust or  estate  was  created or the order of
                   court appointing them or of  an order of court directing
                   the voting  of  the  shares,  the  persons  specified as
                   having such voting power in  the document latest in date
                   of operative effect  so  filed,  and only those persons,
                   shall  be  entitled  to  vote  the  shares  but  only in
                   accordance therewith.

         (h)  Voting  by  Corporations.      Any   corporation  that  is  a
              stockholder  of  the   Company   may   vote  at  meetings  of
              stockholders of  this  Company  by  any  of  its  officers or
              agents, or by proxy appointed by any officer or agent, unless
              some other person, by resolution of the Board of Directors of

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              the other  corporation  or  a  provision  of  its articles or
              bylaws, a copy of which  resolution or provision certified to
              be correct by one  of  its  officers  has been filed with the
              Secretary  of  this  Company,  is  appointed  its  general or
              special proxy in which case  that person shall be entitled to
              vote the shares.

         Section 3.  Quorum.   Any  number of stockholders together holding
at least a majority of  the  stock  issued  and outstanding of the class or
classes entitled to vote, who shall  be present in person or represented by
proxy at any  meeting  (other  than  an  adjourned  meeting as specified in
Article I, Section 8, herein)  duly  called,  shall constitute a quorum for
the transaction of business, except  as  may  be otherwise provided by law.
The stockholders present at  a  duly  organized  meeting can continue to do
business  until  adjournment  notwithstanding   the  withdrawal  of  enough
shareholders to leave less than a quorum.

         Section 4.  Adjournment of Meetings.   If less than a quorum shall
be in attendance at the time for  which the meeting shall have been called,
the meeting may be adjourned from  time  to  time by a majority vote of the
stockholders present  or  represented,  without  any  notice  other than an
announcement at the meeting, until a  quorum  shall attend.  Any meeting at
which a quorum is present may  also  be adjourned, in like manner, for such
time, or upon such call, as may be determined by vote.

         Section 5.  Annual Election of  Directors.  The Board of Directors
may  fix  and  designate  the  date  and  time  of  the  Annual  Meeting of
Stockholders for the election  of  directors  and  the transaction of other
business.  If  no  such  date  and  time  is  fixed  and  designated by the
Board,the meeting  for  any  calendar  year  shall  be  held  on the second
Wednesday in May at an hour  to  be  named  in  the notice.  At each Annual
Meeting, the stockholders entitled to vote  shall, as provided in Section 2
of this Article,  by  ballot,  elect  a  Board  of  Directors, and they may
transact such other corporate  business  as  shall come before the meeting.
The candidates receiving the  highest  number  of  votes from each class or
group of classes, if any, entitled  to elect directors separately up to the
number of directors to be elected by the class or group of classes shall be
elected.  If at any  meeting  of  stockholders,  directors of more than one
class are to be elected,  each  class  of  directors  shall be elected in a
separate election.

         Section 6:  Special Meetings.    How  Called.  Special meetings of
the stockholders for any purpose or purposes,  may be called at any time by
the Board, upon written request delivered  to the Secretary of the Company.
In addition, an "interested stockholder" (as defined in section 2553 of the
Pennsylvania Business Corporation  Law  as  it  may  from  time  to time be
amended) may,  upon  written  request  delivered  to  the  Secretary of the
Company, call a special  meeting  for  the  purpose of approving a business
combination under either  subsection  (3)  or  (4)  of  section  2555.  Any
request for a special meeting  of  stockholders  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 give notice, in a manner consistent
with these Bylaws, of a special  meeting  of the stockholders to be held at
such time as the Secretary may fix,  which  time may not be, if the meeting
is called pursuant to a  statutory  right,  more than sixty (60) days after
receipt of the request.  If  the  Secretary  shall neglect or refuse to fix
the date of the  meeting  and  give  notice  thereof, the person or persons
calling the meeting may do so.   Business transacted at any special meeting
shall be confined to the business stated in the notice.

         Section 7.  Manner of  Voting  at  Stockholders' Meetings.  At all
meetings  of  stockholders,  all  questions,  except  the  question  of  an
amendment to the Bylaws, and the  election of directors, and all such other
questions, the manner of deciding which is especially regulated by statute,
shall be determined by a majority vote of the stockholders entitled to vote

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present in person  or  represented  by  proxy;  provided, however, that any
qualified voter may demand a stock vote,  and in that case, such stock vote
shall immediately be taken.

         Section 8.  Notice of  Stockholders'  Meetings.  Written notice of
every meeting of the  stockholders  stating  the  place,  the date and hour
thereof and the matters to be acted on at such meeting, shall be given in a
manner consistent with  the  applicable  provisions  of  section  14 of the
Securities Exchange Act of 1934, as  amended, and the rules and regulations
thereunder, or any successor act or regulation (the "Exchange Act"), by, or
at the direction of, the Secretary of the Company or, in the absence of the
Secretary of the Company any  Assistant  Secretary of the Company, at least
twenty (20) days prior to the day  named for a meeting, to each stockholder
entitled to vote thereat on the  date  fixed as a record date in accordance
with these Bylaws or, if no  record  date  be  fixed, then of record at the
close of business on the 50th day next preceding the day of the meeting, at
such address as appears on the  transfer  books of the Company.  Any notice
of any meeting  of  stockholders  shall  state  that,  for  purposes of any
meeting  that  has  been  previously  adjourned  for  one  or  more periods
aggregating at least fifteen (15) days  because  of an absence of a quorum,
the stockholders entitled to vote who  attend such a meeting, although less
than a quorum pursuant  to  Article  1,  Section  3  of these Bylaws, shall
nevertheless constitute a quorum for the  purpose of acting upon any matter
set forth in the  original  notice  of  the  meeting that was so adjourned.
Notice or other communications  need  not  be  sent to any stockholder with
whom the Company has been  unable  to communicate for more than twenty-four
(24) consecutive  months  because  communications  to  the  stockholder are
returned unclaimed or the stockholder  has  otherwise failed to provide the
Company with a  current  address.    Whenever  the stockholder provides the
Company with a current address,  the Company shall commence sending notices
and other communications to the  stockholder  in  the same manner as to the
other stockholders.

         Section 9.  Unanimous  Written  Consent.    Any action required or
permitted to be taken at a  meeting  of  the  stockholders or of a class of
stockholders may be taken without a  meeting if, prior or subsequent to the
action, a consent or consents thereto  in writing, setting forth the action
so taken, shall be signed by all  of the stockholders who would be entitled
to vote at a meeting for such purpose and filed with the Secretary.

         Except as otherwise  provided  in  Article  V,  Section 5 of these
Bylaws, the record date  for  determining  stockholders entitled to express
consent or dissent  to  action  in  writing  without  a meeting, when prior
action by the Board of Directors is not necessary, shall be at the close of
business on the day on which the  first written consent or dissent is filed
with the  Secretary.    If  prior  action  by  the  Board  of  Directors is
necessary, the record date  for  determining  such stockholders shall be at
the close of business on the  day  on which the Board adopts the resolution
relating to such action.

                                ARTICLE II
                                 DIRECTORS

         Section 1.  First Meeting.    The newly elected directors may hold
their first meeting for the purpose  of organization and the transaction of
business, if a quorum be  present,  immediately after the Annual Meeting of
Stockholders, or the time and place of such meeting may be fixed by consent
in writing of all the directors.

         Section 2.  Election of  Officers.   At such meeting the directors
shall elect a President, one  or  more  Vice  Presidents, a Treasurer and a
Secretary, who need not be  directors.    The directors may also elect such
other officers as provided  in  Article  III,  Section  1. of these Bylaws.
Such officers shall hold office until  the next annual election of officers

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and until their successors are  elected  and qualify, unless removed by the
Board of Directors as provided in Section 8 of Article III of these Bylaws.

         Section 3.  Regular Meetings.    Regular meetings of the directors
may be held without notice at such  places and times as shall be determined
from time to time by resolution of the directors.

         Section 4.   Special  Meetings.    How  called.   Notice.  Special
meetings of the Board may be called by either the President, the Secretary,
the Chairman of the Executive Committee or by the Secretary pursuant to the
written request of any two  directors,  upon forty-eight (48) hours' notice
afforded by either telephone,  telegraph,  facsimile or personal notice, or
upon three (3) days' notice afforded by mail.

         Section 5.  Number and Quorum.    The number of directors shall be
not less than three (3) nor  more  than  fifteen (15).  Within such limits,
the number of directors  may  be  increased  or  decreased  by the Board of
Directors from time  to  time  without  a  vote  of  the stockholders.  The
directors shall be elected by  the  stockholders,  at the Annual Meeting of
stockholders, in each year, to  hold  office  for  the term of one year and
until their successors are chosen.   A  majority of the directors in office
shall constitute a quorum for the  transaction of business.  Directors need
not be stockholders.

         Section 6.   Place  of  Meeting.    The  directors  may hold their
meetings and have one or more  offices,  and keep the books of the Company,
outside the State of Pennsylvania, at any office or offices of the Company,
or at any  other  place,  as  they  may  from  time  to  time by resolution
determine.

         Section 7.  Powers  of  Directors.    The Board of Directors shall
have all the necessary powers  for  the  management  of the business of the
Company, and subject  to  the  restrictions  imposed  by  law,  or by these
Bylaws, may exercise all the powers of the Corporation.

         Section 8.  Vacancies.   Vacancies  occurring in the membership of
the Board of Directors, from whatever  cause  arising, shall be filled by a
majority vote of the remaining  directors,  and  in case of any increase in
the number  of  directors,  the  additional  directors  authorized  by such
increase shall be elected by  a  majority  vote of the directors in office,
although less than a quorum.

         Section 9.    Removal  of  Directors.    Any  one  or  more of the
directors may be removed, either with  or  without cause, at any time, by a
majority vote of  the  stockholders  entitled  to  vote  at  any regular or
special meeting.  The successor or  successors of any director or directors
so removed shall be elected by the remaining directors.

         Section 10.  Compensation of  Directors.  Directors and members of
any committee of  the  Board  of  Directors,  except full-time officers and
employees of the Company, shall be entitled to such reasonable compensation
for their services as directors and  members of any such committee as shall
be fixed from time to  time  by  resolution  of the Board of Directors, and
shall  also  be  entitled  to  reimbursement  for  any  reasonable expenses
incurred in attending such meetings.   The compensation of directors may be
paid on such basis  as  is  determined  in  the  resolution of the Board of
Directors.

         Section 11.    Executive  Committee  and  Other  Committees.   How
Appointed.  The directors may by a  resolution adopted by a majority of the
directors in office appoint  from  their  number  an Executive Committee of
three or more members and  other  Committees  of  one or more members.  The
Committees may make their own rules  of  procedure and shall meet where and
as provided by such rules, or by a resolution of the directors.  A majority
shall constitute a quorum,  but  in  every  case  the affirmative vote of a

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majority of all the  members  of  the  committee  shall be necessary to the
adoption of any resolution.

         Section 12.  Executive Committee.    Powers.  During the intervals
between the meetings of the  directors,  the Executive Committee shall have
and may exercise all the powers  of  the directors in the management of the
business and affairs of the Company,  including power to authorize the seal
of the Company to be affixed  to  all  papers which may require it, in such
manner as such committee shall deem  best for the interests of the Company,
in all cases in which specific directions  shall not have been given by the
directors.  Neither the Executive  Committee  or any other committee of the
Board of Directors created by these Bylaws nor the Board of Directors shall
have any power or authority as to the following:
         (i)    the  submission  to  stockholders  of  any action requiring
approval of stockholders under the Pennsylvania Business Corporation Law.
         (ii)   the  creation  or  filling  of  vacancies  in  the Board of
Directors.
         (iii) the adoption, amendment or repeal of the Bylaws.
         (iv)  the amendment or repeal  of any resolution of the Board that
by its terms is amendable or repealable only by the Board.
         (v)   action on matters  committed  by the Bylaws or resolution of
the Board of Directors to another committee of the Board.

         Section 13.  Meeting by Telephonic Conference.  Any meeting of the
Board of Directors  or  of  a  committee  thereof,  including the Executive
Committee, may be held in which any one  or more or all of the directors or
participants  may  participate  as  if  present  in  person,  by  means  of
conference telephone or  similar  communication  equipment  in  a manner by
which all persons participating in the meeting can hear each other.

         Section  14.    Substitute  Committee  Members.    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 or for the purposes of  any  written action by the committee.  In
the absence or disqualification of a member and alternate member or members
of a 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 the absent or disqualified member.

         Section 15.   Personal  Liability  of  Directors.   To the fullest
extent that the laws of the  Commonwealth of Pennsylvania, as now in effect
or as hereafter amended, permit  elimination or limitation of the liability
of directors, no director  of  the  Company  shall be personally liable for
monetary damages as such for any  action  taken, or any failure to take any
action, as a director.  Further, any amendment or repeal of this Section 15
which  has  the  effect  of  increasing  director  liability  shall operate
prospectively only, and shall not  affect  any action taken, or any failure
to act, prior to its adoption.

         Section 16.  Action by Consent  of Directors.  Any action required
or permitted to be taken at a meeting of the Board or of a committee of the
Board may be taken without a meeting if, prior or subsequent to the action,
a consent or consents in writing setting forth the action so taken shall be
signed by all of the directors  in  office or the members of the committee,
as the case may be, and filed with the Secretary of the Company.

                                ARTICLE III
                                 OFFICERS

         Section 1.  Required Officers of the Company.  The officers of the
Company shall be a Chairman of the  Board of Directors, a President, one or
more Vice Presidents, a Secretary  and  a  Treasurer, one or more Assistant
Secretaries, and one or more Assistant Treasurers.  One person may hold any
two offices except the office of  President  and Vice President.  The Board

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of Directors may appoint such other officers  as from time to time they may
determine.  All officers  of  the  Company,  as  between themselves and the
Company,  shall  have  such  authority  and  perform  such  duties  in  the
management of the Company as may be provided by or pursuant to the Board of
Directors, or as may be determined by or pursuant to these Bylaws.

         Section 1A.  Chairman of the  Board of Directors.  The Chairman of
the Board of Directors shall be  a  member  of  the Board of Directors.  He
shall preside as Chairman at  all  meetings  of the stockholders and of the
Board of Directors, and shall perform such other duties as are specified in
these Bylaws or as are  usually  performed  by  a  Chairman of the Board of
Directors, or as from time to time shall be assigned to him by the Board of
Directors.  In the absence of,  or  at  the request of, the Chairman of the
Board of Directors, the  Board  of  Directors  is authorized to designate a
Chairman for the Annual Meeting or special meetings.

         Section 2.  President.  The President shall be the Chief Executive
Officer of the Company and shall have general management and control of the
business and affairs of the Company,  subject to the direction of the Board
of Directors, and he shall  generally  do  and perform all acts incident to
the office of the President,  or  which  are authorized or required by law.
The President shall have power to call special meetings of the stockholders
or directors for any purpose or  purposes, and when authorized by the Board
of Directors or these Bylaws  shall  make and sign contracts and agreements
in the name of and on behalf of the Company.

         Section 3.  Vice Presidents.   Each Vice President shall have such
powers and shall perform  such  duties  as  may  be  assigned to him by the
President or the Board of Directors.   In case of the absence or disability
of the President,  the  duties  of  the  office  of  the President shall be
performed by the Vice Presidents  in  the  order of priority established by
the Board, and unless  and  until  the  Board  of Directors shall otherwise
direct.

         Section 4.  Secretary.  The  Secretary  shall give, or cause to be
given, notice of all meetings of  stockholders and directors, and all other
notices required by law or by these  Bylaws,  and in case of his absence or
refusal or neglect so to do,  any  such  notice  may be given by any person
thereunto directed by the  President,  or  by the directors or stockholders
upon whose request the meeting is called,  as provided in these Bylaws.  He
shall record all the proceedings of the meetings of the stockholders and of
the directors in a book to be kept for that purpose, and shall perform such
other duties as may be assigned  to  him by the directors or the President.
He shall have custody of the seal  of  the Company and shall affix the same
to all instruments requiring it,  when  authorized  by the directors or the
President, and attest the same.

         Section 5.   Assistant  Secretary.    The  Board  of Directors may
appoint an Assistant Secretary or more  than one Assistant Secretary.  Each
Assistant Secretary shall have such powers and shall perform such duties as
may be assigned to him by the Board of Directors or the President.

         Section 6.  Treasurer.   The  Treasurer  shall have the custody of
all  funds,  securities,  evidences  of  indebtedness  and  other  valuable
documents of the Company; he shall  receive  and  give or cause to be given
receipts and acquittances for moneys paid  in on account of the Company and
shall pay out of  the  fund  on  hand  all  just  debts  of the Company, of
whatever nature upon maturity of the  same;  he  shall enter or cause to be
entered in books of  the  Company  to  be  kept  for  that purpose full and
accurate accounts of all moneys  received  and  paid  out on account of the
Company, and he shall perform all  the  other duties incident to the office
of the Treasurer.  If the  Board  of  Directors so determine, he shall give
the Company a bond for the faithful  discharge of his duties in such amount
and with such security as the Board shall prescribe.


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         Section 7.   Assistant  Treasurer.    The  Board  of Directors may
appoint an Assistant Treasurer or more  than one Assistant Treasurer.  Each
Assistant Treasurer shall have such powers and shall perform such duties as
may be assigned to him by the Board of Directors or the President.

         Section 8.  Removal of Officers and Agents.

         Any officer or agent of the Company may be removed by the Board of
Directors with or without cause.  The removal shall be without prejudice to
the contract rights,  if  any,  of  any  person  so  removed.   Election or
appointment of an officer  or  agent  shall  not  of itself create contract
rights.

                                ARTICLE IV
                               CAPITAL STOCK

         Section 1.  Issue of  Certificates  of Stock.  Certificates of the
shares of the capital stock of the  Company  shall be in such form as shall
be approved by the Board of  Directors.  Each stockholder shall be entitled
to a certificate of his stock  under  the seal of the Company, executed, by
facsimile or otherwise, by or on behalf of the Company, by the President or
a Vice President, and also by the  Treasurer or an Assistant Treasurer.  In
case any officer  who  has  signed  or  whose  facsimile signature has been
placed upon any share  certificate  shall  have  ceased to be such officer,
because of  death,  resignation  or  otherwise,  before  the certificate is
issued, it may be issued  by  the  Company  with  the same effect as if the
officer had not  ceased  to  be  such  at  the  time  of  issue.   No stock
certificate shall be  valid  unless  countersigned  and  registered in such
manner, if any, as the directors shall by resolution prescribe.

         Section 2.   Transfer  of  Shares.    The  shares  of stock of the
Company shall be transferable  upon  its  books  by  the holders thereof in
person or by their duly  authorized attorneys or legal representatives, and
upon such transfer the old certificates shall be surrendered to the Company
by the delivery thereof to the  person  in charge of the stock and transfer
books and ledgers, or to such  other person as the directors may designate,
by whom they shall be  cancelled,  and  new certificates shall thereupon be
issued.  A record shall be  made  of each transfer, and a duplicate thereof
mailed to the Pennsylvania office of the Company.

         Section 3.  Dividends.   The  directors may declare dividends from
the surplus or net profits arising from  the business of the Company as and
when they deem expedient.    Before  declaring  any  dividend, there may be
reserved out of the accumulated profits  such  sum or sums as the directors
from time to time, in their discretion, think proper for working capital or
as a reserve fund to meet contingencies or for equalizing dividends, or for
such other purposes as the directors  shall think conducive to the interest
of the Company.

         Section  4.    Lost  Certificates.    If  the  owner  of  a  share
certificate claims that it has  been  lost, destroyed, or wrongfully taken,
the Company  shall  issue  a  new  certificate  in  place  of  the original
certificate if the owner so requests before the Company has notice that the
certificate has been acquired by a bona fide purchaser and if the owner has
filed with  the  Company  an  indemnity  bond  and  an  affidavit  of facts
satisfactory to the Board or  its  designated  agent, and has complied with
such  other  reasonable  requirements,  if  any,  as  the  Board  may  deem
appropriate.

         Section 5.  Rules  as  to  Issue  of  Certificates.   The Board of
Directors may make such  rules  and  regulations  as  it may deem expedient
concerning the issue, transfer and registration of certificates of stock of
the Company.


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         Each and every person  accepting  from the Company certificates of
stock therein shall furnish the  Corporation  a written statement of his or
her residence or post office address.

         Section 6.  Holder of  Record  to  be  deemed Holder in Fact.  The
Company shall be entitled to  treat  the  holder  of record of any share or
shares of stock as the holder in fact thereof, and accordingly shall not be
bound to recognize any equitable  or  other  claim to, or interest in, such
share or shares on the part  of  any  other person, whether or not it shall
have express or other notice thereof,  save as expressly provided by law or
by Section 7 of this Article.

         Section 7.  Shares  of  Stock  Held  for  Account of Another.  The
Board of Directors is authorized to adopt a procedure whereby a stockholder
of the Corporation may certify in writing that all or part of the shares of
stock registered in the name of  the  stockholder are held for account of a
specified person or persons.  The resolution of the Board of Directors that
adopts this certification procedure may include the following:

         (1)  The class of stockholder who may qualify.

         (2)  The purpose or purposes  for  which  the certification may be
              made.

         (3)  The form of certification and  the information that it should
              contain.

         (4)  The time after the record date within which the certification
              must be received  by  the  Corporation,  if the certification
              concerns a record date.

         (5)  Any other  provisions  regarding  the certification procedure
              that the Board of Directors deems necessary or desirable.

         On receipt by  the  Corporation  of  a certification that complies
with the procedure adopted by the  Board of Directors, the person specified
in  the  certification  is  deemed,  for  the  purpose  set  forth  in  the
certification, to be the holder of  record of the shares of stock indicated
in the certification in place of the stockholder making the certification.

                                 ARTICLE V
                         MISCELLANEOUS PROVISIONS

         Section 1.  Fiscal Year.  The fiscal year of the Company shall end
on the 31st day of December of each year.

         Section 2.  Checks, etc.    All  checks,  drafts or orders for the
payment of money shall  be  signed  by  such  officer(s) or agent(s) as the
directors may designate.

         Section 3.  Notice and  Waiver  of  Notice.  Except as provided in
Article 1 Section 8 of these  Bylaws, whenever, under the provisions of the
Pennsylvania Business Corporation Law or of the Articles or of these Bylaws
or otherwise, written notice is required to  be given to any person, it may
be given to such person either  personally  or by sending a copy thereof by
first class or  express  mail,  postage  prepaid,  telegram (with messenger
service specified), telex, TWX  (with answerback received), courier service
(with charges prepaid) or facsimile transmission  to his or her address (or
to his or her telex, TWX,  or  facsimile  number) appearing on the books of
the Company or, in the case  of  directors, supplied by the director to the
Company for the  purpose  of  notice.    If  the  notice  is  sent by mail,
telegraph or courier service, it shall be  deemed to have been given to the
person entitled thereto when deposited in  the United States mail or with a
telegraph office or courier service for  delivery to that person.  A notice
given by telex or TWX shall  be  deemed to have been given when dispatched.

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If mailed at least  twenty  (20)  days  prior  to  the meeting or corporate
action to be taken,  notice  may  be  sent  by  any  class of postpaid mail
(including bulk mail).  Whenever any notice  is required to be given by the
Pennsylvania Business Corporation Law or by the Articles or these Bylaws, a
waiver thereof in writing, signed by  the person or persons entitled to the
notice, whether before or after  the  time  stated therein, shall be deemed
equivalent to the  giving  of  such  notice.    Neither  the business to be
transacted nor the purpose of a meeting  need be specified in the waiver of
notice of the  meeting.    Attendance  of  a  person  at  any meeting shall
constitute a waiver  of  notice  of  the  meeting,  except where any person
attends a meeting for the  express  purpose of objecting to the transaction
of any business because the  meeting  was  not lawfully called or convened,
and the person so objects at the beginning of the meeting.

         Section 4.  Inspection  of  Books.   Every stockholder shall, upon
written verified  demand  stating  the  purpose  thereof,  have  a right to
examine, in person or  by  agent  or  attorney,  during the usual hours for
business for any proper purpose,  the  share  register books and records of
account, and records of the  proceedings of the incorporators, stockholders
and directors and to make copies  or  extracts therefrom.  A proper purpose
shall mean a purpose reasonably related to  the interest of the person as a
stockholder.  In every instance  where  an  attorney  or other agent is the
person who seeks the right  of  inspection, the demand shall be accompanied
by a verified  power  of  attorney  or  other  writing  that authorizes the
attorney or other agent to so act on behalf of the stockholder.  The demand
shall  be  directed  to  the  Company  at  its  registered  office  in  the
Commonwealth of Pennsylvania or at its principal place of business wherever
situated.

         Section 5.  Record date.   The  Board  of Directors may fix a time
prior to the date of any meeting  of  stockholders as a record date for the
determination of the stockholders entitled to notice of, or to vote at, the
meeting, which time, except in the  case  of an adjourned meeting, shall be
not more than 90 days  prior  to  the  date of the meeting of stockholders.
Only stockholders  of  record  on  the  date  fixed  shall  be  so entitled
notwithstanding any transfer of shares  on  the  books of the Company after
any record date  fixed  as  provided  in  this  subsection.    The Board of
Directors  may  similarly  fix  a  record  date  for  the  determination of
stockholders of record for  any  other  purpose.    When a determination of
stockholders for a record date  has  been  made as provided in this Section
for the  purpose  of  a  meeting,  such  determination  shall  apply to any
adjournments thereof unless  the  Board  fixes  a  new  record date for the
adjourned meeting.

                                ARTICLE VI
                           AMENDMENT AND REPEAL

         Section 1.  Amendment and  Repeal  of Bylaws.  The stockholders by
the affirmative vote of the holders  of  a majority of the stock issued and
outstanding of the class or classes  entitled  to vote, may at any meeting,
provided the substance of the proposed  amendment shall have been stated in
the notice of the meeting, amend, alter or repeal any of these Bylaws.

         Section 2.  Amendments By Directors.  Except as prohibited by law,
the directors, by the affirmative vote  of  a majority of the Board, may at
any meeting amend, alter or repeal these Bylaws, in whole or in part.

                                ARTICLE VII
                 INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 1.  Right  to  Indemnification.    Except as prohibited by
law, every director and  officer  of  the  Company  shall be entitled as of
right to be indemnified by  the  Company against reasonable expense and any
liability paid or incurred by such  person in connection with any actual or
threatened   claim,   action,   suit   or   proceeding,   civil,  criminal,

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administrative, investigative or other, whether  brought by or in the right
of the Company or otherwise, in which he or she may be involved, as a party
or otherwise, by reason of such  person  being or having been a director or
officer of the Company or by reason of  the fact that such person is or was
serving at the request  of  the  Company  as a director, officer, employee,
fiduciary or  other  representative  of  another  corporation, partnership,
joint venture, trust, employee  benefit  plan  or other entity (such claim,
action, suit or  proceeding  hereinafter  being  referred  to as "Action").
Such indemnification shall include the  right  to have expenses incurred by
such person in connection with  an  Action  paid  in advance by the Company
prior to final disposition of  such  Action,  subject to such conditions as
may be prescribed by law.  Persons who are not directors or officers of the
Company may be similarly indemnified  in  respect of service to the Company
or to another such entity at the  request  of the Company to the extent the
Board of Directors at any  time  designates  such person as entitled to the
benefits of this Section.  As used herein, "expense" shall include fees and
expenses of counsel selected by  such person; and "liability" shall include
amounts of judgments, excise taxes,  fines  and penalties, and amounts paid
in settlement.

         Section 2.  Right  of  Claimant  to  Bring  Suit.   If a claim for
indemnification by any person eligible to be indemnified under Section 1 is
not paid in full by the  Company  within  30 days after a written claim has
been received by the Company, the claimant may at any time thereafter bring
suit against the Company to recover the unpaid amount of the claim, and, if
successful in whole or in part,  the  claimant shall also be entitled to be
paid the expense of prosecuting such claim.    It shall be a defense to any
such suit that the conduct of the claimant was such that under Pennsylvania
law the Company would be prohibited  from indemnifying the claimant for the
amount claimed, but the  burden  of  proving  such  defense shall be on the
Company.  Neither  the  failure  of  the  Company  (including  its Board of
Directors, independent legal counsel and  its  stockholders) to have made a
determination prior to the  commencement  of such suit that indemnification
of the claimant is proper in  the  circumstances because the conduct of the
claimant was not such that indemnification  would be prohibited by law, nor
an actual determination by the  Company  (including its Board of Directors,
independent legal counsel  or  its  stockholders)  that  the conduct of the
claimant was such that indemnification would be prohibited by law, shall be
a defense to the  suit  or  create  a  presumption  that the conduct of the
claimant was such that indemnification would be prohibited by law.

         Section 3.  Insurance and Funding.    The Company may purchase and
maintain  insurance  to  protect  itself  and  any  person  eligible  to be
indemnified hereunder against any liability or expense asserted or incurred
by such person in connection  with  any  Action, whether or not the Company
would have the power to  indemnify  such  persons against such liability or
expense by law or under the  provisions  of  this Article VII.  The Company
may create a trust  fund,  grant  a  security  interest,  cause a letter of
credit to be issued  or  use  other  means  (whether  or not similar to the
foregoing) to ensure the payment  of  such  sums as may become necessary to
effect indemnification as provided herein.

         Section 4.  Non-exclusivity;  Nature  and  Extent  of Rights.  The
right of  indemnification  provided  for  herein  (1)  shall  not be deemed
exclusive of any other rights,  whether  now existing or hereafter created,
to which those seeking indemnification  hereunder may be entitled under any
agreement, by-law or charter  provision,  vote of stockholders or directors
or otherwise, (2) shall be deemed  to create contractual rights in favor of
persons entitled to  indemnification  hereunder,  (3)  shall continue as to
persons who have ceased  to  have  the  status  pursuant to which they were
entitled or were designated  as  entitled  to indemnification hereunder and
shall inure to  the  benefit  of  the  heirs  and  legal representatives of
persons entitled to indemnification  hereunder  and (4) shall be applicable
to Actions commenced after the  adoption  hereof, whether arising from acts
or omissions occurring before or after  the  adoption hereof.  The right of

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indemnification  provided  for  herein  may  not  be  amended,  modified or
repealed so as to limit in  any way the indemnification provided for herein
with respect to any acts or omissions occurring prior to the effective date
of any such amendment, modification or repeal.














































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