18

W6-NY960570.340
                                
                         PG ENERGY INC.
               RESTATED ARTICLES OF INCORPORATION
                                
                                
                                
          
          First: The name of the corporation is:

                    PG Energy Inc.

          
          Second:   The location and post office address  of  the
corporation's registered office in this Commonwealth is:
                    
                    Wilkes-Barre Center
                    39 Public Square
                    Wilkes-Barre, Pennsylvania  18711
          
          Third:  The  purposes  of  the corporation,  which  has
accepted  the  Pennsylvania  Business  Corporation  Law,  are  as
follows:
                        
               (a)  To divert, develop, transport, impound, pump,
     distribute, and furnish water to or for the public;
               
               (b)   To produce, generate, manufacture, transmit,
     transport,   store,  distribute,  or  furnish   natural   or
     artificial gas to the public;
               
               (c)    To   furnish   service   subject   to   the
     jurisdiction of the Pennsylvania Public Utility Commission;
               
               (d)   To manufacture, process, own, use, and  deal
     in personal property of every class and description;
               
               (e)   To  acquire, own, use, and dispose  of  real
     property of every nature whatsoever;
               
               (f)   To  engage  in  and to  do  any  lawful  act
     concerning   any   and   all  lawful  business   for   which
     corporations may be incorporated under the provisions of the
     Business Corporation Law.
          
          Fourth:    The  term  for which the corporation  is  to
exist is perpetual.
          
          Fifth:  The  aggregate  number  of  shares  which   the
corporation  shall  have  authority to issue  is  (1)  10,000,000
shares  of  Common  Stock without nominal or par  value,  with  a
stated  value  of  $10.00 per share and  (2)  997,500  shares  of
Preferred Stock with a par value of $100.00 per share.
          
          Sixth:    The    designations,   rights,    privileges,
limitations,  preferences, and voting  powers,  or  prohibitions,
restrictions, or modifications of the voting and other rights and
powers, and the terms as to redemption of the Preferred Stock and
the  Common  Stock,  shall be in accordance  with  the  following
sections:
          
          1.    Subject  to  the restrictions and/or  limitations
hereinafter  set  forth, the number of shares of Preferred  Stock
which  may  be issued shall be such number thereof as shall  from
time  to  time be authorized in the manner provided  by  law  and
consented  to, approved and adopted by a majority in interest  of
the  stockholders of the Company having voting  powers,  or  such
other  proportion  in  interest of such stockholders  as  may  be
required by law.
          
          2.    The shares of the Preferred Stock shall be issued
from  time  to  time  in  series,  each  of  such  series  to  be
distinctively designated.
          
          3.    The  initial  series  of  Preferred  Stock  shall
consist  of  100,00  shares  and shall  be  designated  as  4.10%
Cumulative  Preferred Stock.  The Board of  Directors  is  hereby
specifically  authorized, in respect of said  initial  series  of
Preferred Stock, to fix and determine
               
               (a)   the annual dividend rate (within such limits
     as shall be permitted by law);
               
               (b)  the redemption price or prices, if any;
               
               (c)   the  amount or amounts per share payable  to
     the  holders  thereof  upon  any  voluntary  or  involuntary
     dissolution, liquidation or winding up of the Company, which
     may  be different for voluntary and involuntary dissolution,
     liquidation or winding up and which shall include an  amount
     equal  to  the accrued dividends on such shares to the  date
     fixed for the payment of said amount.
          
          The  second series of Preferred Stock shall consist  of
40,000  shares  and  shall be designated as the  1966  Cumulative
Preferred  Stock.  The Board of Directors is hereby  specifically
authorized,  in respect of said 1966 Cumulative Preferred  Stock,
to fix and determine
               
               (a)   the annual dividend rate (within such limits
     as shall be permitted by law);
               
               (b)  the redemption price or prices, if any;
               
               (c)   the  amount or amounts per share payable  to
     the  holders  thereof  upon  any  voluntary  or  involuntary
     dissolution, liquidation or winding up of the Company, which
     may  be  different for voluntary or involuntary dissolution,
     liquidation or winding up and which shall include an  amount
     equal  to  the accrued dividends on such shares to the  date
     fixed for the payment of said amount.

Subject  to  the provisions of section 6 hereof, holders  of  the
1966 Cumulative Preferred Stock shall have a non-cumulative right
(commencing at such time and exercisable for such period  and  in
such manner as the Board of Directors may determine) each year to
tender  to  the  Company and to require it to  purchase,  to  the
extent  the  Company  shall have available  funds  which  it  may
legally  use for the purpose, at a per share price not  exceeding
$100,  up  to  (a)  that number of shares of the 1966  Cumulative
Preferred  Stock which can be acquired for an aggregate  purchase
price  of  $80,000, less (b) the number of such shares which  the
Company may already have purchased during the year at a per share
price of not more than $100.
          
          The  third  series of Preferred Stock shall consist  of
250,000 shares and shall be designated as 9% Cumulative Preferred
Stock.   The Board of Directors is hereby specifically authorized
in  respect  of  said 9% Cumulative Preferred Stock  to  fix  and
determine
               
               (a)   the annual dividend rate (within such limits
     as shall be permitted by law);
               
               (b)  the redemption price or prices, if any;
               
               (c)   the  amount or amounts per share payable  to
     the  holders  thereof  upon  any  voluntary  or  involuntary
     dissolution,  liquidation  or winding  up  and  which  shall
     include  an  amount equal to the accrued dividends  on  such
     shares to the date fixed for the payment of said amount.
          
          As  to  the balance of the authorized Preferred  Stock,
consisting  of 607,500 shares, the Board of Directors  is  hereby
specifically authorized
               
               (a)   Subject  to  the provisions  of  section  11
     hereof,  to create and issue from time to time one  or  more
     additional series of the Preferred Stock consisting of  such
     number or numbers of shares as it shall determine;
               
               (b)   To  distinctively designate each  additional
     series  so  as  to distinguish the shares thereof  from  the
     shares of all other series and classes;
               
               (c)   To  fix  and  determine,  subject  to  those
     provisions  hereinafter stated which are applicable  to  all
     Preferred Stock, the designations, rights and privileges  of
     such additional series, including, without limitation,
                    
                    (1)  the rate of dividend (within such limits
               as shall be permitted by law);
                    
                    (2)    the   price  at  and  the  terms   and
               conditions on which shares may be redeemed;
                    
                    (3)   the amounts payable upon shares in  the
               event  of  voluntary  or involuntary  dissolution,
               liquidation  or  winding up of the Company,  which
               may  be  different  for voluntary  or  involuntary
               dissolution, liquidation or winding up  and  which
               may   include  an  amount  equal  to  the  accrued
               dividends on such shares to the date fixed for the
               payment of said amount;
                    
                    (4)   to  the  extent  permitted  by  law,  a
               Sinking  Fund or Purchase Fund for the  redemption
               or purchase of shares; and
                    
                    (5)  the terms and conditions on which shares
               may be converted in the event shares of any series
               are issued with the privilege of conversion.
          
          4.   Subject to the provisions of section 11 hereof one
or  more additional series of Preferred Stock may be created  and
issued  from  time to time, when so determined and authorized  by
the Board of Directors and consented to, approved and adopted  by
a  majority in interest of the stockholders having voting  power,
or  such other proportion in interest of such stockholders as may
be  required  by law. The Preferred Stock of any such  additional
series,   subject  to  the  provisions  hereinafter   stated   as
applicable  to all Preferred Stock, shall have such designations,
rights,  privileges, limitations, preferences and voting  powers,
or  prohibitions, restrictions, or qualifications of  the  voting
and  other  rights and powers and shall be subject to  redemption
and shall be convertible into any other class of series of stock,
common  or preferred, and shall consist of such number of  shares
or  of  such number of shares not less than and not greater  than
numbers  to  be stated therefor, as may, in respect of  any  such
series,  be authorized by the Board of Directors of this  Company
and  consented to, approved and adopted by a majority in interest
of its stockholders having voting power, or such other proportion
in  interest as may be provided by law.  All series of  Preferred
Stock  shall be of equal rank, and all shares of Preferred  Stock
of any series shall be identical in all respects.
          
          5.   The holders of the Preferred Stock are entitled to
receive,  in  respect of each share held, cash dividends  at  the
annual rate specified in the designation thereof, payable quarter-
yearly on March 15, June 15, September 15 and December 15 in each
year,  when  and  as declared by the Board of Directors,  out  of
funds  legally  available  for the payment  of  dividends.   Such
dividends shall be cumulative from the first day of the  dividend
period in which such stock shall have been originally issued, and
shall be paid, or declared and set apart for payment, before  any
dividends  shall  be declared or paid on or  set  apart  for  the
Common  Stock,  so that if, for any past dividend period  or  the
current  dividend period, dividends on the Preferred Stock  shall
not  have  been paid, or declared and set apart for payment,  the
deficiency  shall be fully paid or declared and funds  set  apart
for the payment thereof before any dividends shall be declared or
paid on or set apart for the Common Stock.  Accruals of dividends
shall  not  bear  interest.  The holders of the  Preferred  Stock
shall not be entitled to receive any dividends thereon other than
dividends at the annual rate specified in the designation of such
shares.  When full cumulative dividends upon the Preferred  Stock
then  outstanding  for  all past dividend  periods  and  for  the
current dividend period shall have been paid or declared and  set
apart  for  payment, the Board of Directors may declare dividends
on the Common Stock of the Company.
          
          6.   The Company, on the sole authority of its Board of
Directors, shall have the right at any time or from time to  time
to  redeem  and retire all or any part of any series of Preferred
Stock  which  has  been made redeemable, at the redemption  price
determined for such series, upon not less than thirty (30)  days'
previous notice mailed to the holders of record thereof upon  the
date  of  mailing  or  on such date within ten  (10)  days  prior
thereto  as the Board of Directors may fix for the purpose,  (and
by such publication, if any, made in such manner and at such time
or  times, as the Board of Directors may prescribe).  In case  of
the  redemption of a part only of any series of Preferred  Stock,
the shares thereof so to be redeemed shall be selected by lot, in
such  manner as the Board of Directors shall determine, by a bank
or  trust  company  selected for that purpose  by  the  Board  of
Directors.   At  any  time after notice of  redemption  has  been
mailed  to  the holders of stock to be redeemed, the Company  may
deposit in trust, for the account of the holders of the shares to
be  redeemed, funds necessary for such redemption with a bank  or
trust  company in good standing, organized under the laws of  the
United  Stated  of  America or of the State of  New  York,  doing
business  in  the Borough of Manhattan the City of New  York,  or
organized  under  the laws of the Commonwealth  of  Pennsylvania,
having  capital,  surplus and undivided  profits  aggregating  at
least $5,000,000 and designated in such notice of redemption, and
upon  such deposit, or if no such deposit is made, upon the  date
fixed  for  redemption  (unless the Company  defaults  in  making
payment of the redemption price), such holders shall cease to  be
stockholders with respect to said shares, and from and after  the
making of such deposit, or, if no such deposit is made, from  and
after  the  date  fixed for redemption (the  Company  not  having
defaulted in making payment of the redemption price) said  shares
shall not be deemed to be outstanding and such holders shall have
no  interest in or claim against the Company with respect to  the
said   shares,  but  shall  be  entitled  only  to  receive  said
redemption  price  on  the  date fixed  for  redemption,  without
interest.   Any interest accrued on any funds so deposited  shall
belong  to  the  Company.  Any moneys so deposited and  remaining
unclaimed  at  the end of six (6) years from the date  fixed  for
redemption  shall, if thereafter requested by resolution  of  the
Board of Directors, be repaid to the Company, and in the event of
such  repayment, such holders of the shares so to be redeemed  as
shall not have made claim to such moneys prior to such repayment,
shall  be deemed to be unsecured creditors of the Company for  an
amount  equivalent  to  the sum deposited as  aforesaid  for  the
redemption of such shares and so repaid to the Company but  shall
not be entitled to interest upon said amount.  If at any time the
Company  has  failed to pay dividends in full on any  outstanding
shares of Preferred Stock, thereafter and until dividends in full
on  all shares of outstanding Preferred Stock have been paid,  or
declared and set apart for payment, for all past dividend periods
but  without  interest  on accumulated  dividends,  and  for  the
current  quarter-yearly  dividend period,  the  Company  may  not
redeem  any  Preferred  Stock unless all  outstanding  shares  of
Preferred  Stock are redeemed and may not purchase  or  otherwise
acquire  for  value  any  shares of  Preferred  Stock  except  in
accordance with an offer (which may vary with respect  to  shares
of  different series) made to all holders of shares of  Preferred
Stock.   Except  as above set forth, nothing contained  in  these
Articles  limits any legal right of the Company to  purchase  any
shares of the Preferred Stock.
          
          7.   Upon any dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary, the holders of the
Preferred  Stock of each and every series then outstanding  shall
be  entitled to receive out of the net assets of the Company, the
amounts  per share fixed for the shares of the respective  series
and  payable  upon such dissolution, liquidation or  winding  up,
plus  an  amount equal to the accrued dividends on  such  shares,
before  any  distribution of the assets of the Company  shall  be
made to the holders of the Common Stock.
          
          8.    If  the assets distributable on such dissolution,
liquidation  or winding up shall be insufficient  to  permit  the
payment to the holders of Preferred Stock of the full amounts  to
which  they are entitled as aforesaid, then said assets shall  be
distributed ratably among the holders of the respective series of
Preferred Stock in proportion to the sums which would be  payable
on  such  dissolution,  liquidation or winding  up  is  all  sums
payable  were discharged in full in preference and priority  over
the shares of the Common Stock.
          
          9.    The sale, lease, conveyance, exchange or transfer
of  all or substantially all of the property and/or franchises of
the  Company, or the merger or consolidation of the Company  into
or   with  any  other  corporation,  are  not  to  be  deemed   a
dissolution, liquidation or winding up as such terms are used  in
this and the two preceding paragraphs.
          
          10.  No holder of the Preferred Stock shall be entitled
to  vote  for  the  election of directors or in  respect  of  any
matter,  except as otherwise provided in the following paragraphs
of  this section and in sections 11 and 12 hereof, or as  may  be
required  by law.  In such excepted cases, each record holder  of
the  Preferred  Stock  shall have one  vote  for  each  share  of
Preferred Stock held by him.
               
               (a)    If  and  when  dividends  payable  on   the
     Preferred  Stock shall be in default in an amount equivalent
     to  four full quarter-yearly dividends on all shares of  the
     Preferred  Stock  then outstanding and until  all  dividends
     then in default on the Preferred Stock shall have been paid,
     the  record  holders of the shares of the  Preferred  Stock,
     voting  separately as one class, shall be entitled, at  each
     meeting  of the shareholders at which directors are elected,
     to  elect  the  smallest  number of directors  necessary  to
     constitute  a  majority of the full Board of Directors,  and
     the record holders of the shares of the Common Stock, voting
     separately as a class, shall be entitled at any such meeting
     to  elect the remaining directors of the Company.  The  term
     of  office  of each director of the Company shall  terminate
     upon  the  election of his successor.  At each  election  of
     directors by a class vote pursuant to the provisions of this
     paragraph, the class first electing the directors  which  it
     is  entitled to elect shall name the directors who are to be
     succeeded  by  the  directors then elected  by  such  class,
     whereupon the term of office of the directors so named shall
     terminate.  The term of office of the directors not so named
     shall terminate upon the election by the other class of  the
     directors which it is entitled to elect.
               
               (b)  If and when all dividends then in default  on
     the Preferred Stock then outstanding shall be paid (and such
     dividends  shall  be paid, or declared  and  set  apart  for
     payment, out of funds legally available therefor, as soon as
     reasonably  practicable), the holders of the shares  of  the
     Preferred  Stock shall thereupon be divested of the  special
     right with respect to the election of directors provided  in
     the preceding paragraph (a), and the voting power of holders
     of  shares of the Preferred Stock and the Common Stock shall
     revert to the status existing before the occurrence of  such
     default,  but  always  subject to the  same  provisions  for
     vesting such special right in the Preferred Stock in case of
     further  like  default  or defaults  in  dividends  thereon.
     Dividends shall be deemed to have been paid, as that term is
     used  in  this paragraph (b), whenever such dividends  shall
     have  been declared and paid, or declared and set aside  for
     payment.
               
               (c)   In  case  of  any vacancy in  the  Board  of
     Directors  occurring  among the  directors  elected  by  the
     holders  of the shares of the Preferred Stock, as  a  class,
     pursuant  to  the  preceding paragraph  (a),  the  remaining
     directors elected by the holders of the Preferred Stock,  by
     affirmative  vote  of a majority thereof, or  the  remaining
     director  so  elected  if there be  but  one,  may  elect  a
     successor  to  hold  office for the unexpired  term  of  the
     director whose place shall be vacant.  In case of a  vacancy
     in  the  Board  of Directors occurring among  the  directors
     elected by the holders of the shares of the Common Stock  as
     a  class,  the remaining director elected by the holders  of
     the Common Stock, by affirmative vote of a majority thereof,
     or  the  remaining director so elected if there be but  one,
     may  elect a successor to hold office for the unexpired term
     of  the director whose place shall be vacant.  In all  other
     cases,  any vacancy occurring among the directors  shall  be
     filled by the vote of a majority of the remaining directors.
               
               (d)   Whenever  the holders of the shares  of  the
     Preferred  Stock,  as  a  class, become  entitled  to  elect
     directors   of   the  Company  pursuant  to  the   preceding
     provisions,  or whenever the holders of the  shares  of  the
     Common Stock, as a class, become entitled to elect directors
     of  the  Company  pursuant  to such  provisions,  a  special
     meeting of the holders of the shares of the Preferred  Stock
     or  of the holders of the shares of the Common Stock, as the
     case  may  be, for the election of such directors, shall  be
     held at any time thereafter upon call by the holders of  not
     less  than  1,000 shares of the Preferred Stock  or  of  the
     Common  Stock,  as  the case may be, or  upon  call  by  the
     Secretary  of  the  Company at the  request  in  writing  of
     holders of not less than 1,000 shares of the Preferred Stock
     or the Common Stock, as the case may be, addressed to him at
     the  principal  office of the Company.  If no  such  special
     meeting be called or be requested to be called, the election
     of  the directors to be elected by the holders of the shares
     of  the Preferred Stock, voting as a class, and of those  to
     be elected by the holders of the shares of the Common Stock,
     voting as a class, shall take place at the annual meeting of
     the  stockholders of the Company next succeeding the accrual
     of   such   special  voting  right.   At  all  meetings   of
     stockholders at which director are elected during such times
     as  the holders of shares of the Preferred Stock shall  have
     the  special right, voting separately as one class, to elect
     directors, the presence in person or by proxy of the holders
     of  a majority of the outstanding shares of the Common Stock
     shall  be required to constitute a quorum of such class  for
     the election of directors, and the presence in person or  by
     proxy of the holders of a majority of the outstanding shares
     of  all  series of the Preferred Stock shall be required  to
     constitute  a  quorum  of such class  for  the  election  of
     directors, provided, however, that the absence of  a  quorum
     of  the  holders  of stock of either such  class  shall  not
     prevent  the  election  at any such meeting  or  adjournment
     thereof  of  directors  by  the  other  such  class  if  the
     necessary  quorum of the holders of stock of such  class  is
     present  in person or by proxy at such meeting, and provided
     further  that in the absence of a quorum of the  holders  of
     stock  of either such class, a majority of those holders  of
     the  stock  of  such class who are present in person  or  by
     proxy  shall  have  power to adjourn  the  election  of  the
     directors  to  be elected by such class from  time  to  time
     without notice other than announcement at the meeting  until
     the  requitable  amount of holders of such  class  shall  be
     present in person or by proxy.
               
               (e)  Every record holder of outstanding shares  of
     the  Common Stock shall, at all meetings of stockholders  of
     the  Company,  have one vote for each share  of  the  Common
     Stock  held  by  him, except as otherwise  provided  in  the
     preceding  paragraphs of section 10  hereof  or  as  may  be
     provided by law.
               
               (f)    In   all   elections  for  directors   each
     stockholder may cast the whole number of his votes  for  one
     candidate or distribute them upon two or more candidates, as
     he may prefer.
          
          11.   So  long as any shares of the Preferred Stock  of
any  series  are outstanding, the Company shall not, without  the
affirmative vote or written consent of the record holders  of  at
least two-thirds of the outstanding shares of Preferred Stock  of
all series, voting separately as one class:
               
               (a)   Create or authorize any stock ranking  prior
     in  any  respect  to  the Preferred Stock  or  any  security
     convertible  into shares of such stock, or  issue  any  such
     stock or convertible security; or
               
               (b)   Change  the  terms  and  provisions  of  the
     Preferred  Stock  so  as  to affect  adversely  the  rights,
     preferences or privileges of the holders thereof;  provided,
     however,  that if any such change will affect adversely  the
     rights, preferences or privileges of the holders of  one  or
     more, but less than all, of the series of Preferred Stock at
     the time outstanding, the vote or consent only of the record
     holders of at least two-thirds of the total number of shares
     of each series so adversely affected shall be required; or
               
               (c)   Issue any shares of the Preferred  Stock  or
     shares of any stock ranking on a parity in any respect  with
     the  Preferred  Stock,  or any securities  convertible  into
     shares of such stock other than in exchange for, or for  the
     purpose of effecting the redemption or other retirement  of,
     not  less  than  an equal number of shares of the  Preferred
     Stock, or shares of any stock ranking on any such parity, at
     the time outstanding, unless
                    
                    (1)    The   gross   income  (determined   in
               accordance with accepted accounting principles) of
               the  Company available for the payment of interest
               charges  shall, for a period of twelve consecutive
               calendar months within the fifteen calendar months
               next preceding the issue of such shares, have been
               at  least one and one-half times the  sum  of
               (i)  the  interest  for  one  year,  adjusted   by
               provision  for amortization of debt  discount  and
               expense, or of premium, as the case may be, on all
               funded  indebtedness, and on all notes payable  of
               the Company maturing more than twelve months after
               the  date of issue of such shares, which shall  be
               outstanding  at  the date of  the  issue  of  such
               shares,  and  (ii)  an  amount  equal  to  be  the
               dividend requirement for one year on all shares of
               the Preferred Stock of all series and on all other
               shares  of  stock, if any, ranking in any  respect
               prior  to or on a parity with the Preferred Stock,
               which shall be outstanding after the issue of  the
               shares  or convertible securities proposed  to  be
               issued; and
                    
                    (2)   The  capital represented by the  Common
               Stock  and any other class of stock ranking junior
               to   the   Preferred  Stock  to   be   outstanding
               immediately  after such issue,  plus  the  surplus
               accounts  of the Company, shall be not  less  than
               the  aggregate  amount payable on the  involuntary
               dissolution,  liquidation or  winding  up  of  the
               Company, in respect of all shares of the Preferred
               Stock and all shares of stock, if any, ranking  in
               any   respect  prior  thereto  or  on   a   parity
               therewith,  which shall be outstanding  after  the
               issue  of  the  shares  or convertible  securities
               proposed  to  be  issued,  and  provided  that  no
               portion of the surplus of the Company utilized  to
               satisfy   the  foregoing  requirements  shall   be
               available for dividends on the Common Stock.

In  case, within or after the period for which the calculation of
such  gross income is made pursuant to the preceding clause  (1),
the  Company  shall  have acquired, or will acquire  concurrently
with  the  issue of the shares or convertible securities proposed
to  be  issued,  all  or substantially all of the  properties  of
another  corporation  or any properties, the  earnings  of  which
during  such  period  are  separately  ascertainable,  then,   in
computing  such  gross  income for such period,  there  shall  be
included, to the extent that the same may not have been otherwise
included, the earnings or losses of such other corporation or  of
such properties for the whole of such period, and there shall  be
excluded  the  earnings  or  losses  of  any  properties  (except
securities  of the Company ) given by the Company in  payment  or
part  payment  therefor.  If, during the  period  for  which  any
calculation  of  gross income is made pursuant to  the  preceding
clause  (1)  or  at the time of any calculation pursuant  to  the
preceding   clause  (2),  the  Company  has  any  subsidiary   or
subsidiaries  whose  accounts, in the ordinary  practice  of  the
Company, are consolidated with the Company's accounts, the  gross
income,  interest charges, indebtedness and surplus accounts  for
the  purposes  of  this paragraph (c) shall be  the  consolidated
gross income, interest charges, indebtedness and surplus accounts
of  the  Company  and  such subsidiary or subsidiaries,  and  the
acquisition  and/or disposition of any properties  by  each  such
subsidiary  within or after the period for which the  calculation
of  gross income is made shall be taken into account the same  as
in the case of the Company; or
               
               (d)   Pay any dividends on its Common Stock (other
     than  dividends  payable  in  Common  Stock)  or  make   any
     distribution on, or purchase, or otherwise acquire for value
     any of its Common Stock (each and all of these actions being
     hereinafter  embraced in the term "payment of  common  stock
     dividends"), except as follows:
                    
                    (i)   If  and  so long as the  ratio  of  the
               Common  Stock equity to the total capital  of  the
               Company  at  the end of the second calendar  month
               immediately  preceding the date  of  the  proposed
               payment  of  a Common Stock dividend, adjusted  to
               reflect  the  proposed  payment  (which  ratio  is
               hereinafter referred to as "capitalization ratio")
               is  25% or more, then no restriction is imposed in
               this paragraph (d).
                    
                    (ii)  If  and  so  long as the capitalization
               ratio is less than 25% but not less than 20%, then
               the  payment of Common Stock dividends,  including
               the  proposed  payment, during the  twelve  months
               ending with and including the date of the proposed
               payment, shall not exceed 75% of the net income of
               the  Company available for dividends on its Common
               Stock  during  the twelve calendar  months  ending
               with  and  including  the  second  calendar  month
               immediately  preceding the date  of  the  proposed
               payment.
                    
                    (iii)        If   and   so   long   as    the
               capitalization ratio is less than  20%,  then  the
               payment  of Common Stock dividends, including  the
               proposed payment, during the twelve months' period
               ending with and including the date of the proposed
               payment, shall not exceed 50% of the net income of
               the  Company available for dividends on its Common
               Stock  during  the twelve calendar months,  ending
               with  and  including  the  second  calendar  month
               immediately  preceding the date  of  the  proposed
               payment.
               
                     For  the  purpose  of  this  paragraph  (d):
               "Common Stock equity" shall consist of the sum  of
               (1)  the  capital represented by  the  issued  and
               outstanding  shares  of  Common  Stock  (including
               premiums  on  Common Stock) and  (2)  the  surplus
               accounts  of the Company, less any excess  of  the
               aggregate   amount  payable  on  the   involuntary
               dissolution,  liquidation, or winding  up  of  the
               Company, in respect of all its outstanding  shares
               of preferred stock over the aggregate par value of
               such  preferred  stock.   "Total  capital  of  the
               Company"  shall  consist of the  sum  of  (1)  the
               principal  amount of all outstanding  indebtedness
               of the Company maturing one year or more after the
               date  of the issue thereof, exclusive of all  such
               indebtedness owned by the Company, and (2) the par
               or  stated value of all outstanding capital  stock
               (including  premiums  on  capital  stock)  of  all
               classes  of  the Company, exclusive  of  all  such
               stock  owned  by the Company, and (3) the  surplus
               accounts  of  the  Company.  "Net  income  of  the
               Company  available  for dividends  on  its  Common
               Stock"  shall  be  determined in  accordance  with
               accepted accounting practice, provided that  there
               shall  be included in operating expenses an amount
               for  maintenance and repairs to, and as  provision
               for   reserves   for  renewals  and  replacements,
               retirements  or  depreciation  of  the   Company's
               properties   equivalent   to   the   Standard   of
               Expenditure as set forth in  4.10 of the  Mortgage
               and  Deed of Trust dated as of March 15,  1946  of
               the Company to Guaranty Trust Company of New York,
               Trustee.

     or
               
               (e)   Make  any  payment or  distribution  out  of
     capital or capital surplus (other than dividends payable  in
     stock  junior to the Preferred Stock) to any holder  of  any
     stock ranking junior to the Preferred Stock.

No vote or consent of the holders of the Preferred Stock shall be
required  in  respect  of  any  transaction  enumerated  in   the
preceding paragraphs (a), (b), (c), (d) and (e) if at or prior to
the  time  when such transaction is to take effect  provision  is
made for the redemption or other retirement of all shares of  the
Preferred  Stock  at the time outstanding, the consent  of  which
would  otherwise be required.  There shall be excluded  from  the
calculations  made  pursuant  to  clauses  (1)  and  (2)  of  the
preceding paragraph (c) interest charges on all indebtedness  and
dividends and liquidation preferences on all stock which  are  to
be  retired  in  connection  with the  issue  of  the  shares  or
convertible securities proposed to be issued.
          
          12.   So  long as any shares of Preferred Stock of  any
series  are  outstanding  , the Company shall  not,  without  the
affirmative  vote or written consent of the record holders  of  a
majority  of  the outstanding shares of Preferred  Stock  of  all
series, voting separately as one class:
               
               (a)  Issue or assume any unsecured note, debenture
     or  other  security  evidencing unsecured  indebtedness  for
     borrowed  money  which  by its terms matures  on  demand  or
     within one year from the date of the issue thereof, for  any
     purpose  other  than  the refunding of an  equal  or  lesser
     principal   amount  of  secured  or  unsecured  indebtedness
     theretofore  issued  or  assumed by  the  Company  and  then
     outstanding, or the retiring, by redemption or otherwise, of
     an  equal or lesser amount of shares of the Preferred  Stock
     or  shares of any stock ranking prior thereto or on a parity
     therewith,  if  immediately after such issue or  assumption,
     the principal amount of all such unsecured notes, debentures
     or  other  securities evidencing unsecured indebtedness  for
     borrowed  money  issued or assumed by the Company  and  then
     outstanding and maturing on demand or within one  year  from
     the date of issue thereof would exceed $12,000,000, or
               
               (b)   Issue  or assume any secured debt, provided,
     however, that this restriction shall not prevent, or require
     any such vote or written consent of the holders of Preferred
     Stock for,
                    
                    (i)   the  issuance of bonds  of  any  series
               under the Indenture of Mortgage and Deed of Trust,
               dated  as  of March 15, 1946, from the Company  to
               Guaranty  Trust Company of New York,  Trustee,  or
               any   indenture,  supplemental  thereto,  or   the
               issuance   of  bonds  under  any  other   mortgage
               providing for the refunding of bonds issued  under
               said Indenture dated as of March 15, 1946, or
                    
                    (ii)  the  giving of purchase money mortgages
               or  other  purchase money liens or purchase  money
               obligations  in respect of property which  may  be
               acquired  after March 15, 1946 by the  Company  or
               any  subsidiary (including any mortgage  given  or
               lien  created on such property to provide any part
               of  the  purchase price of such property)  or  the
               assumption of indebtedness secured by mortgages or
               other  liens  then existing on such after-acquired
               property,  or the extension, renewal or  refunding
               of  any  funded  debt  given, created,  issued  or
               assumed as permitted under the provisions of  this
               subdivision (ii); or
                    
                    (iii)     issue or assumption of secured debt
               which  if  unsecured would be permitted under  the
               preceding paragraph (a); or
               
               (c)    Merge   or  consolidate  with   any   other
     corporation  or  corporations, or sell all or  substantially
     all  of  the  assets  of  the  Company,  provided  that  the
     provisions of this paragraph (c) shall not apply to a merger
     or consolidation with any subsidiary of the Company which is
     wholly-owned (except for directors' qualifying shares), or a
     purchase  or  other  acquisition  by  the  Company  of   the
     franchises  (including  franchises  and  rights  granted  by
     corporate  charter)  or  assets of another  corporation,  or
     otherwise apply to any transaction which does not involve  a
     merger or consolidation; or
               
               (d)  Permit any subsidiary to merge or consolidate
     with  or into any other corporation or corporations,  except
     (i)  with  one  or  more wholly-owned  subsidiaries  of  the
     Company or (ii) with the Company; or
               
               (e)   Itself, or permit any subsidiary  to,  sell,
     transfer  or dispose of any stock whatsoever issued  by  any
     subsidiary, except to the Company and/or one or more of  its
     wholly-owned subsidiaries and except such number  of  shares
     as  may  be necessary to qualify persons to act as directors
     of  any such subsidiary, unless prior thereto or at the same
     time  all stock and all other securities and obligations  of
     such  subsidiary owned directly or indirectly by the Company
     and  its subsidiaries are sole, transferred or disposed  of;
     or
               
               (f)  Permit any subsidiary to issue (except to the
     Company  and/or  one of its wholly-owned  subsidiaries)  any
     shares of stock ranking prior to the stock owned directly or
     indirectly  by  the  Company or  any  stock  or  obligations
     convertible into or evidencing the right to purchase  shares
     of  such  prior stock, or to issue shares of  stock  of  any
     other  class unless effective provisions shall be made  that
     such  additional  stock (or such part thereof  as  shall  be
     proportionate to the part of the entire stock of such  class
     owned  by  the Company, directly or indirectly,  immediately
     prior  to the issue of such stock) shall forthwith upon  the
     issuance  thereof be acquired by the Company and/or  one  of
     its wholly-owned subsidiaries.

No vote or consent of the holders of the Preferred Stock shall be
required  in  respect  of  any  transaction  enumerated  in   the
preceding paragraphs (a) to (f) both inclusive, if at or prior to
the  time  when such transaction is to take effect  provision  is
made for the redemption or other retirement of all shares of  the
Preferred  Stock  then outstanding, the consent  of  which  would
otherwise be required.
          
          13.    As   used   herein  the  term  "subsidiary"   or
"subsidiaries"   shall  be  deemed  to  mean  and   include   any
corporation  substantially all of whose  properties  are  located
within  the limits of the State of Pennsylvania, not less than  a
majority of the voting stock of which (not including stock having
voting  power only upon the happening of an event of default)  is
at any time owned directly or indirectly by the Company.
          
          14.  No provision set forth herein is intended or shall
be  construed  to  relieve the Company from compliance  with  any
applicable  constitutional or statutory provisions requiring  the
vote  or  written consent of a greater number of the  outstanding
shares of the Preferred Stock.
          
          15.   No  holder of shares of Preferred Stock,  of  any
series,  has  any  preemptive, conversion or  other  subscription
rights,  and no holder of the Common Stock has any preemptive  or
other subscription rights.
          
          16.   The  Company reserves the right  to  increase  or
decrease  its  authorized capital stock, or any class  or  series
thereof,  or to reclassify the same, and to amend, alter,  change
or  repeal any provision contained in these Articles, or  in  any
amendment  thereto, in the manner now or hereafter prescribed  by
law,  but subject to such conditions and limitations as are above
prescribed  and all rights conferred upon stockholders  in  these
Articles,  or  in any amendment thereto, are granted  subject  to
this reservation.
          
          17.   The  Company  may from time  to  time  issue  and
dispose  of  its  shares of Common Stock without nominal  or  par
value,  for  such  consideration payable in  money,  property  or
otherwise,  and  upon  such  terms and  in  such  manner,  or  as
dividends  payable  therein, as may be fixed or  determined  from
time  to time by the Board of Directors, and authority is  hereby
granted  to  the Board of Directors so to fix and determine  such
consideration, terms and manner.
          
          On  May  1,  1946, at a special meeting held after  due
notice  thereof,  the  Board of Directors  of  the  Company  duly
adopted   resolutions  fixing  the  annual  dividend  rate,   the
redemption  price  or prices, and the amounts per  share  payable
upon voluntary or involuntary dissolution, liquidation or winding
up  of  the Company for the 4.10% Cumulative Preferred  Stock  as
follows:
          
          "RESOLVED,  that  pursuant  to  authorization  by   the
stockholders  of the Company, the annual dividend  rate  for  the
4.10%  Cumulative Preferred Stock of the Company, the  redemption
price  thereof, and the amounts per share payable to the  holders
thereof   upon   any   voluntary  or   involuntary   dissolution,
liquidation or winding up of the Company, are as follows:
                    
                    (1)  The annual dividend rate shall be 4.10%.
                    
                    (2)   The  redemption prices shall be $107.50
               per  share, if redeemed on or prior to January  1,
               1951,  and  $105.50  per share if  redeemed  after
               January  1,  1951, together in each case  with  an
               amount  equal  to  the accrued dividends  on  said
               shares to the date fixed for redemption.
                    
                    (3)   The  amount  per share payable  in  the
               event  of  voluntary dissolution,  liquidation  or
               winding up, in case such event shall occur  on  or
               prior  to  January 1, 1951, shall be  $107.50  per
               share,  and no more, and in case such event  shall
               occur after January 1, 1951, shall be $105.50  per
               share,  and  no  more; and the  amount  per  share
               payable  in  the event of involuntary dissolution,
               liquidation  or winding up shall be $100,  and  no
               more,  together in each case with an amount  equal
               to  the  accrued dividends on said shares  to  the
               date fixed for the payment of said amount."
          
          On  June  1, 1966, at a special meeting held after  due
notice  thereof,  the  Board of Directors  of  the  Company  duly
adopted   resolutions  fixing  the  annual  dividend  rate,   the
redemption  price or prices, the amounts per share  payable  upon
voluntary  or involuntary dissolution, liquidation or winding  up
of the Company and the time, period and manner of the exercise of
the  annual  non-cumulative tender right for the 1966  Cumulative
Preferred Stock of the Company as follows:
          
                 "RESOLVED, that the annual dividend rate for the
          1966  Cumulative  Preferred Stock of the  Company,  the
          redemption price or prices thereof, and the  amount  or
          amounts  per share payable to holders thereof upon  any
          voluntary  or  involuntary dissolution, liquidation  or
          winding  up  of  the  Company,  are  hereby  fixed  and
          determined as follows:
                    
                    (1)  The annual dividend rate shall be 5.75%.
                    
                    (2)   The  redemption price shall be  $107.00
               per  share  if redeemed on or prior  to  June  30,
               1971, $105.75 per share if redeemed after June 30,
               1971,  but on or before June 30, 1976, and $102.00
               per   share  if  redeemed  after  June  30,  1976,
               together in each case with an amount equal to  the
               accrued dividends on said shares to the date fixed
               for redemption.
                    
                    (3)   The  amount  per share payable  in  the
               event  of  voluntary dissolution,  liquidation  or
               winding  up  of  the Company, in case  such  event
               shall occur on or prior to June 30, 1971 shall  be
               $107.00  per share, and no more, and in case  such
               event  shall occur after June 30, 1971, but on  or
               before  June 30, 1976, shall be $105.75 per share,
               and  no  more, and in case such event shall  occur
               after  June 30, 1976, shall be $102.00 per  share,
               and  no more, and the amount per share payable  in
               the  event of involuntary dissolution, liquidation
               or winding up of the Company shall be $100.00, and
               no  more,  together in each case  with  an  amount
               equal  to the accrued dividends on such shares  to
               the date fixed for the payment of said amount.
          
                 FURTHER RESOLVED, that, as provided in Section 3
          of  the  Preferred  Stock provisions of  the  Company's
          charter,  the holders of the 1966 Cumulative  Preferred
          Stock  shall  be  entitled to an annual  non-cumulative
          tender  right, the time, period and manner of  exercise
          of which shall be as follows:

                    
                    (1)  On May 1, 1967 and each May 1 thereafter
               so  long  as  any  shares of the  1966  Cumulative
               Preferred Stock shall be outstanding, the  Company
               will  notify in writing each registered  owner  of
               shares of the 1966 Cumulative Preferred Stock that
               tenders of shares of the 1966 Cumulative Preferred
               Stock  may be made to the Company during the  next
               succeeding  May  11 through May  31  (the  "tender
               period")  pursuant to the provisions of paragraphs
               (2)  through  (7) below.  Such notice  also  shall
               state  (a) the total number of shares of the  1966
               Cumulative Preferred Stock outstanding on such May
               1  and  the (b) the aggregate number of shares  of
               the  1966  Cumulative Preferred  Stock  which  the
               Company has purchased (other than pursuant to  the
               aforesaid tender right) during the 12 month period
               immediately  preceding such May 1 at a  per  share
               price not exceeding $100 plus accrued dividends.
                    
                    (2)    From  and  after  May  11,  1967  each
               registered owner of the 1966 Cumulative  Preferred
               Stock shall have a non-cumulative right each  year
               to  tender to the Company during the tender period
               and  offer  to  sell to the Company  on  the  next
               succeeding  June  15,  at a per  share  price  not
               exceeding  $100,  shares of  the  1966  Cumulative
               Preferred Stock.
                    
                    (3)   To  the extent it shall have  available
               funds which it may legally use for the purpose and
               subject  to  the provisions of Section  6  of  the
               Preferred  Stock  provisions of its  charter,  the
               Company  shall on June 15, 1967 and each  June  15
               thereafter, purchase from each registered owner of
               the 1966 Cumulative Preferred stock shares of such
               stock   which   such  Preferred  Stockholder   has
               properly  tendered and offered  for  sale  to  the
               Company  during  the immediately preceding  tender
               period  in accordance with the preceding paragraph
               (2),  at  the  per  share price specified  in  the
               tender, provided, however, that in no event  shall
               the Company be required on any June 15 to purchase
               from all tendering Preferred Stockholders a number
               of  shares of the 1966 Cumulative Preferred  Stock
               greater than the difference between (a) the  whole
               number  of shares of the 1966 Cumulative Preferred
               Stock which can be purchased by it on such June 15
               for  an aggregate purchase price of $50,000,  less
               (b)  the  number of shares of the 1966  Cumulative
               Preferred Stock described in the Company's  notice
               pursuant  to  paragraph (1) above as  having  been
               purchased by the Company during the preceding year
               (such difference hereinafter being referred to  as
               "the  maximum  number  of shares  subject  to  the
               tender  right").   In  the  event  more  than  the
               maximum  number of shares subject  to  the  tender
               right  are  tendered and offered for sale  to  the
               Company during any tender period:
               
                          (a)   the  Company shall first purchase
                    from each tendering Preferred Stockholder the
                    lesser of (i) that whole number of shares  of
                    the  1966  Cumulative Preferred  Stock  which
                    bears  the  same  proportion to  the  maximum
                    number of shares subject to the tender  right
                    as  the  total number of shares of  the  1966
                    Cumulative Preferred Stock registered in  the
                    name  of  that Preferred stockholder  on  the
                    preceding May 1 bears by the total number  of
                    shares of the 1966 Cumulative Preferred Stock
                    outstanding on such May 1 or (ii) the  number
                    of  shares  of the 1966 Cumulative  Preferred
                    Stock  which  such Preferred Stockholder  has
                    tendered  and  offered for  sale  during  the
                    preceding tender period;
               
                          (b)   If  any of the maximum number  of
                    shares  subject  to the tender  right  remain
                    unpurchased after the purchases described  in
                    preceding subparagraph (a), the Company shall
                    then  purchase from each tendering  Preferred
                    Stockholder  whose  total  number  of  shares
                    tendered  during the preceding tender  period
                    has  not  already been purchased pursuant  to
                    subparagraph   (a)  above,  the   lesser   of
                    (i)  that whole number of shares of the  1966
                    Cumulative  Preferred Stock which  bears  the
                    same proportion to the balance of the maximum
                    number of shares subject to the tender  right
                    remaining unpurchased as the total number  of
                    shares of the 1966 Cumulative Preferred Stock
                    registered  in  the  name of  that  tendering
                    Preferred Stockholder on the preceding May  1
                    bears  to the total number of shares  of  the
                    1966 Cumulative Preferred Stock registered on
                    such  May  1  in  the names of all  tendering
                    Preferred Stockholders whose total number  of
                    shares  tendered during the preceding  tender
                    period   has   not  already  been   purchased
                    pursuant   to  subparagraph  (a)  above,   or
                    (ii)   the  number  of  shares  of  the  1966
                    Cumulative   Preferred   Stock   which   such
                    tendering Preferred Stockholder has  tendered
                    and  offered  for sale during  the  preceding
                    tender  period and which remain  unpurchased;
                    and
               
                          (c)   if  any of the maximum number  of
                    shares  subject  to the tender  right  remain
                    unpurchased after the purchases described  in
                    preceding  subparagraphs  (a)  and  (b),  the
                    Company shall until the entire maximum number
                    shares  subject to the tender right has  been
                    purchased,   purchase  from  each   tendering
                    Preferred  Stockholder whose total number  of
                    shares  tendered during the preceding  tender
                    period has not already been purchased, shares
                    of   the  1966  Cumulative  Preferred   Stock
                    tendered  during the preceding tender  period
                    on  the  basis described in subparagraph  (b)
                    above.
                    
                    (4)   Any purchase by the Company of   shares
               of   the  1966  Cumulative  Preferred  Stock  made
               pursuant to the provisions of the tender right  as
               described above shall be effected as of the  close
               of   business   on  June  15  and  the   Preferred
               Stockholder which is the registered owner  of  the
               shares of the 1966 Cumulative Preferred Stock then
               purchased   shall  be  entitled  to  receive   the
               dividend payable on such date with respect to such
               shares.
                    
                    (5)    The  obligation  of  the  Company   to
               purchase  shares of the 1966 Cumulative  Preferred
               Stock  tendered to it, although annual in  nature,
               is non-cumulative and to the extent on any June 15
               the  Company  is  not  required  to  purchase  the
               maximum  number of shares subject  to  the  tender
               right,  its obligation to purchase shares  of  the
               1966  Cumulative Preferred Stock on any succeeding
               June  15 shall in no way be increased or otherwise
               affected.
                    
                    (6)   All  tenders  of  shares  of  the  1966
               Cumulative  Preferred Stock  to  the  Company  for
               purchase  by  it  shall be on  such  form  as  the
               Company  shall  prescribe  and  shall  furnish  to
               registered owners of the 1966 Cumulative Preferred
               Stock,  which  form  will  provide,  among   other
               things,   that  the  tender  and  offer  to   sell
               evidenced  by the form shall be irrevocable  until
               the  Preferred  Stockholder  is  notified  by  the
               Company  that  it  has  or has  not  accepted  the
               tender)  and shall be accompanied by a certificate
               or  certificates evidencing the shares of the 1966
               Cumulative Preferred Stock tendered for sale  with
               accompanying stock powers executed in blank by  an
               authorized    signer,   signatures   appropriately
               guaranteed, and, where appropriate, by evidence of
               authorization of the sale of such shares.
                    
                    (7)   On  or before June 20, 1967,  and  each
               June 20 thereafter, the Company shall mail to each
               holder  of  the  1966 Cumulative  Preferred  Stock
               which  tendered shares of such stock for  sale  to
               the  Company  during the preceding  tender  period
               (a)  its check for an amount equal to the purchase
               price   of  any  shares  of  the  1966  Cumulative
               Preferred Stock purchased by it in accordance with
               the  foregoing  terms  and  conditions  from  such
               Preferred  Stockholder on the  preceding  June  15
               less  the  amount of any sales or  other  transfer
               taxes  payable with respect to such purchase,  and
               (b)  a  certificate evidencing any shares  of  the
               1966  Cumulative Preferred Stock tendered by  such
               Preferred   Stockholder  for   sale   during   the
               preceding tender period, but not purchased by  the
               Company, together with a notice that the tender of
               such shares has not been accepted by the Company."
          
          On  August 10, 1992 at a special meeting held after due
notice  thereof, the Pricing Committee of the Board of  Directors
of  the  Company  duly  adopted  resolutions  fixing  the  annual
dividend  rate, the redemption price or prices, the  amounts  per
share  payable  upon  voluntary  or  involuntary  dissolution,  a
liquidation  or winding up of the Company for the  9%  Cumulative
Preferred Stock as follows:
          
                  "RESOLVED, that the terms and provisions of the
          9% Cumulative Preferred Stock shall be as follows:
                    
                    (1)  Holders of the outstanding shares of  9%
               Cumulative  Preferred Stock shall be  entitled  to
               receive  an annual cash dividend of 9% of the  par
               value  per  share  -- i.e., $9.00  per  share  per
               annum.
                    
                    (2)   Upon  any  liquidation, dissolution  or
               winding  up  of  the Company, the holders  of  the
               outstanding  shares  of  9%  Cumulative  Preferred
               Stock shall be entitled to receive out of the  net
               assets  of  the Company $100.00 per  share  of  9%
               Cumulative  Preferred  Stock,  plus  accrued   and
               unpaid  dividends to the date of such liquidation,
               dissolution or winding up.
                    
                    (3)   (a)  The 9% Cumulative Preferred  Stock
                    will  not be entitled to the benefit  of  any
                    sinking   fund   or   any   other   mandatory
                    redemption provision.
                    
                          (b)   The 9% Cumulative Preferred Stock
                    may  not  be  redeemed at the option  of  the
                    Company   prior   to  September   15,   1997.
                    Thereafter,  the Company, at its option,  may
                    redeem  all  or any part of the 9% Cumulative
                    Preferred Stock at any time or from  time  to
                    time  upon  not less than 30 days' notice  at
                    $100.00  per share plus accrued dividends  to
                    the date of redemption, plus, in the case  of
                    redemptions  occurring  from  September   15,
                    1997,  to  September 14, 1998, a  premium  of
                    $8.00   per   share,  or  in  the   case   of
                    redemptions occurring from September 15, 1998
                    to September 14, 1999, a premium of $4.00 per
                    share.
                    
                    (4)   The  provisions of  the  9%  Cumulative
               Preferred  Stock  may  be amended  only  with  the
               approval by the vote or written consent or written
               waiver   of  the  holders  of  all  of  the   then
               outstanding shares of the 9% Cumulative  Preferred
               Stock."
          
          Seventh:  The Board of Directors, by a majority vote of
its  members,  shall  have the power to make,  alter,  amend  and
repeal  the by-laws of the corporation not inconsistent with  its
Articles  or  with  law,  subject always  to  the  power  of  the
shareholders to change such action.