PG ENERGY INC.

                                   B Y L A W S

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                                    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


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                     (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.

              (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 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  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  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 4A.  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 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 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 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 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 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.

              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.


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                                   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.

              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.  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.


<PAGE>
                                 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,  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 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




DATED:  January 20, 1999