EXHIBIT 3


<PAGE>
                                     BY-LAWS

                                       of

                                   AGWAY INC.

                          As Amended to April 26, 2000
                          ----------------------------

                                     GENERAL


                     1.1       Certificate of Incorporation - The certificate of
                               ----------------------------
incorporation of the corporation  is hereby made a part of these by-laws and all
matters  hereinafter  contained  in  these  by-laws  shall  be  subject  to such
provisions in regard thereto,  if any,  as are set forth in the  certificate  of
incorporation.  All   references  in  these  by-laws  to   the   certificate  of
incorporation   shall  be  construed to mean the certificate of incorporation as
from time to time amended. The  name  and  purposes  of  the  corporation  shall
be as  set  forth  in the certificate of incorporation.

                     1.2   Definitions - As used in these by-laws, the following
                           -----------
terms have the following meanings:

                           (a)   "Person"  means  any  individual,  partnership,
                     firm,  corporation,  association,  or  any  other  form  of
                     business organization.

                           (b)   "Farmer"   means   any   person   who  produces
                     agricultural products for sale.

                           (c)  "Member"   means   any   person   meeting   the
                     qualifications  specified in section 2.1 of these  by-laws;
                     and for purposes of sections 9.1-9.4 of these by-laws, also
                     includes any contract patron.

                           (d)  "Contract  Patron" means  any  person  who  is a
                     party to a contract with the corporation  providing for the
                     payment of patronage  refunds  authorized by section 9.6 of
                     these by-laws.

                                   MEMBERSHIP

                     2.1   Members - The  following  persons shall be members of
                           -------
the corporation:

                           (a)   Any  farmer  or  cooperative  organization  of
                     farmers which:




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                                    (1)   is a record holder of one share of $25
                               par  value  membership  common  stock  of  this
                               corporation, and

                                    (2)   has purchased  farm  supplies  or farm
                               services or has marketed  farm  products  through
                               this  corporation  since  the  beginning  of  the
                               preceding fiscal year of the corporation.

                     A cooperative organization of farmers, which acts only as a
dealer of  the  corporation  in  the  distribution  of  farm supplies, shall not
thereby be qualified for membership.

                     2.2   Non-Members  -  All  persons  or  organizations,  not
                           -----------
qualified for  membership under section 2.1 of these by-laws, who shall purchase
from or market through  the corporation shall be non-members of the corporation,
and, except in  the  case of contract patrons, shall not be entitled to share in
refunds based on their patronage.

                     2.3   Privileges of Membership - Each member shall have the
                           ------------------------
following rights and privileges:

                          (a)    As a stockholder, to participate in and vote at
                     meetings  of  stockholders  as  provided  in section 2.4 of
                     these by-laws.

                          (b)    To participate in patronage refunds as provided
                     in sections 9.1-9.5 of these by-laws.

                          (c)    To  attend  and participate in local membership
                     meetings, and  to  participate  in  the selection of member
                     committees or committeemen.

                          (d)    To  be  eligible  to  serve  on  local  member
                     committees  or  on  the  Agway  council  or on the board of
                     directors of this corporation.

                     2.4   Voting -
                           ------

                          (a)    All  voting  rights  shall be vested in the $25
                     par value membership  common stock of the corporation,  the
                     record  holder of which  shall be entitled to only one vote
                     to be cast by the holder thereof in person, or by proxy, at
                     any  meeting of  stockholders;  each  holder of  membership
                     common stock shall be entitled to only one vote  regardless
                     of the number of shares held.




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                          (b)    Except  as  otherwise  provided  by the laws of
                     Delaware,   the  certificate  of   incorporation  or  these
                     by-laws,  all  actions  taken at a meeting of  stockholders
                     shall be  determined  by a  majority  vote at a meeting  at
                     which a quorum is present.

                     2.5   Representative  of  a  Member or Stockholder - If any
                           --------------------------------------------
member or stockholder is other than a natural person, such member or stockholder
may  be represented  by  any  officer  thereof  or  by any other individual duly
authorized  by  a  writing  executed  and  filed  with  the  secretary  of  the
corporation.

                     2.6   Non-Transferability  of  Membership -  No  membership
                           -----------------------------------
shall  be  assigned  or  transferred  either  voluntarily or involuntarily or by
operation of law.

                     2.7   Termination  of  Membership -  A  membership shall be
                           ---------------------------
terminated:

                           (a)     By transfer or the tender for purchase by the
                     corporation  by a  member  of his  share  of $25 par  value
                     membership   common   stock   of  the   corporation,   such
                     termination  to be  effective  upon the  recording  of such
                     transfer  or  purchase   upon  the  stock  records  of  the
                     corporation.

                           (b)     By the call for redemption by the corporation
                     of the member's  share of $25 par value  membership  common
                     stock of the  corporation  because the person has ceased to
                     be a member of the corporation as defined in section 2.1 of
                     these by-laws.

                           (c)     By the call for redemption by the corporation
                     of the member's  share of $25 par value  membership  common
                     stock  of  the  corporation   because  such  redemption  is
                     necessary to maintain the status of the  corporation  as an
                     agricultural cooperative under applicable law.

                     2.8    Member  Committees - Members  shall  be  eligible to
                            ------------------
attend meetings  at  which those members doing business with the corporation and
residing within a geographical  area shall select a member  committee from among
their own number. Member committees shall select a chairman, vice chairman,  and
secretary,  and  shall  keep  minutes of  their meetings and actions taken. Each
member committee so chosen shall function with respect to nomination  procedures
as specified in section  5.3 of  these  by-laws,  and shall act  in an  advisory
capacity in representing members in their relationships with  this  corporation,
its subsidiaries and qualified agencies.

                     2.9    Membership Common Stock -The ownership of membership
                            -----------------------
common stock of the corporation is limited to one share per holder.



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                      CAPITAL STOCK AND PATRONS' INTERESTS

                     3.1    Capital Stock - The amount of the authorized capital
                            -------------
stock and  the  par value of the shares shall be as fixed in the  certificate of
incorporation. The issuance of any shares of capital stock of any class shall be
authorized by the  board of directors by resolution fixing the consideration for
such issue.

                     3.2    Certificates of Stock -Certificates of stock will be
                            ---------------------
signed in the name of the corporation by the president or a  vice-president  and
the  treasurer  or  an  assistant  treasurer or the  secretary  or an  assistant
secretary.  Such signatures may be facsimile. Certificates shall be numbered and
registered in the order in which they are issued and the seal of the corporation
shall be affixed thereto.

                            Notwithstanding  anything  to  the  contrary in this
section 3.2 of these  by-laws,  certificates  of  stock  shall  be in such  form
as  shall, in conformity to law, be prescribed from time to time by the board of
directors.

                     3.3    Loss of Certificate - In case of the alleged loss or
                            -------------------
destruction  or  of  the  mutilation  of  a  certificate  of  stock, a duplicate
certificate may be issued in  place  thereof,  upon  such  terms  in  conformity
with law as the  board  of  directors may prescribe. The corporation may issue a
new certificate of stock in the place of any  certificate  theretofore issued by
it,  alleged  to have been lost,  stolen or destroyed,  and the corporation may,
in  its  discretion  and  as  a condition  precedent  to the  issuance  thereof,
require the owner of the lost, stolen  or  destroyed  certificate, or his  legal
representative,  to  give  the  corporation  (i)  an  affidavit  (in  form   and
substance  satisfactory   to  the  corporation)  describing  the  loss, theft or
destruction of any such certificate, and/or (ii)  a bond sufficient to indemnify
it against any claim that may be made against it on account of the alleged loss,
theft  or  destruction  of  any  such  certificate  or  the issuance of such new
certificate.

                     3.4    Transfer of Shares of Stock - Shares of stock of the
                            ---------------------------
corporation  shall  be  transferable  only  on the books of the  corporation  by
assignment in writing by the owner thereof,  his attorney  legally  constituted,
or  his  legal  representatives,  upon   surrender   and  cancellation   of  the
certificates therefor and, in the case of common stock, only  with  the  written
consent  of  the corporation,  endorsed on the  certificate of stock.  Shares of
common stock may not be transferred  except absolutely.  The corporation and its
transfer agents  and  registrars,  if any, shall be entitled to treat the holder
of record of any share or shares of stock as the absolute  owner thereof for all
purposes   except  as  otherwise  expressly provided by the laws of the State of
Delaware.




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                     3.5    Redemption or Purchase of Shares of Stock - Whenever
                            -----------------------------------------
any stock is called by the  corporation  for  redemption,  or  whenever  any $25
par value  membership  common  stock  held by a person  who has  ceased  to be a
member  is  presented  by  the  holder   for   sale  to  the  corporation,   the
certificates representing  such stock duly endorsed for transfer and bearing any
appropriate  transfer  stamps  shall be delivered at the principal office of the
corporation or at such  bank  or  trust  company  as  may be  specified  in  the
call by the corporation. Payment for any stock so delivered shall be made by the
corporation promptly after such  delivery.  After  call duly made in  accordance
with  the  foregoing   provisions  (unless   such   stock  shall  have been duly
delivered  as required  by such call and the  corporation  shall have  failed to
make payment therefor  within one week after such  delivery),  the stock covered
by such  call shall be deemed to have been  purchased by the  corporation on the
date  fixed  by  the  call  for  redemption  and  the  holder  thereof shall not
thereafter be entitled to vote in respect to such stock,  or otherwise  to enjoy
any of the  privileges and benefits of ownership  thereof,  but only to receive,
after  delivery  of  the  certificates  therefor,  payment  for  such  stock  as
hereinbefore provided.

                     3.6    Record Date - The  board  of  directors may  fix  in
                            -----------
advance a date not  exceeding  sixty  (60) nor less than ten (10) days preceding
the date of  any  meeting  of the stockholders, or not exceeding sixty (60) days
preceding the  date  for  payment  of  any  dividend,  as a record  date for the
determination of the stockholders entitled to notice of, and to vote at any such
meeting or entitled to receive a payment of any such dividend;  and in such case
such stockholders and only such stockholders as shall be stockholders  of record
on the  date  so fixed shall be entitled  to such notice of, and to vote at such
meeting,  or to receive payment of such dividend,  notwithstanding  any transfer
of any stock on the books of the corporation after such record date so fixed.

                     3.7   Rights,  Limitations  and  Priorities  of  Patrons'
                           --------------------------------------------------
 Interest -
-----------
                          (a)      Revolving Fund  Certificates - Revolving fund
                                   ----------------------------
                     certificates issued by any predecessor  corporation in lieu
                     of  cash  patronage  refunds,  or by  this  corporation  in
                     exchange  for such  certificates  issued  by a  predecessor
                     corporation, shall be redeemed at face amount, fully or pro
                     rata,  in the  order  of  issuance  by year if and when the
                     board of directors  in its sole  discretion  considers  the
                     funds represented thereby no longer necessary for corporate
                     purposes.  In the event of dissolution,  such  certificates
                     shall  be  retired  in  full  or on a pro  rata  basis.  No
                     interest shall be paid on revolving fund certificates.

                          (b)       Retained  Margins  and  Patrons'  Equities -
                                    --------------------------------------------
                     Retained   margins   (any  net  margin   retained   by  the
                     corporation or any  predecessor  and apportioned to patrons
                     on  the  books  of  the   corporation   or  of  predecessor
                     corporations,  but not  allocated to patrons in the form of
                     any written  notice) and patrons'  equities  (retained  net
                     margin of the corporation or


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                     any  predecessor  allocated  to  patrons  in the  form of a
                     written  notice  other than a revolving  fund  certificate)
                     constitute the residual  equity of the  corporation  which,
                     subject  to  reduction  by  losses,  shall  be held for the
                     benefit  of  patrons,  past as well as  present,  having an
                     interest  therein  pursuant  to  the  provisions  of  these
                     by-laws  or the  by-laws  of any  predecessor  corporation.
                     Retained margins and patrons'  equities entitle the holders
                     thereof to the same  rights  and  privileges,  and  neither
                     shall enjoy any preference  over the other. No person shall
                     be entitled to any  distribution  of assets with respect of
                     retained   margins  or  patrons'   equities  prior  to  the
                     dissolution   of  the   corporation.   In  the   event   of
                     dissolution,  after payment in full of all debts and of any
                     amounts to which the holders of preferred stock,  revolving
                     fund  certificates  and  common  stock  shall  be  entitled
                     pursuant to the provisions of these by-laws,  the remaining
                     assets   of   the   corporation    shall   be   distributed
                     proportionately  among those  persons  having  interests in
                     retained  margins and patrons'  equities and in  accordance
                     with  such  interests  as  reflected  on the  books  of the
                     corporation and predecessor corporations.

                     3.8   6% Cumulative Preferred Stock, Series A - Agway, Inc.
                           ---------------------------------------
6%  Cumulative Preferred Stock, Series A, issued  in  connection with the merger
of Agway local store corporations into Agway, Inc. after September 22, 1992 will
not be subject to transfer until July 1, 1997 and thereafter.

                            MEETINGS OF STOCKHOLDERS

                     4.1   Annual Meeting  -  A  regular  annual  meeting  of
                           --------------
stockholders shall be held  in  the City of Syracuse,  State of New York, on the
first  Wednesday of the month of  December,  or on such  other  date and at such
other  place as may be designated by resolution of the board of directors.

                     4.2   Notice of Annual Meeting -  Notice  of  the  time and
                           ------------------------
place of the  annual  meeting shall be given all  stockholders  entitled to vote
not less than ten (10) days  nor  more  than  sixty (60) days before the time of
such meeting.

                     4.3   Special Meeting - A  special  meeting of stockholders
                           ---------------
may be called  at  any  time  by the  chairman,  or in his absence by the  vice-
chairman, or by a majority of the directors or by one percent of the  membership
by petition in writing. Only such  business may be transacted as is specified in
the notice of the special meeting.

                     4.4   Notice  of  Special  Meetings  -  Notice  of  special
                           -----------------------------
meetings  shall  be  given  in the same manner as for the annual  meeting and in
addition  shall state the purpose for which the meeting is called.



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                     4.5   Adjournment and Notice - Any meeting may be adjourned
                           ----------------------
because of the absence of a quorum or for any other reason.  If the  adjournment
is for less  than  thirty (30) days, no new notice need be given if the time and
place of the adjourned meeting is announced at the time of adjournment.  If  the
adjournment is more than thirty (30) days, notice shall be given as required for
the original meeting.

                     4.6   List  of  Stockholders -  A  complete  list  of  the
                           -----------------------
stockholders  entitled  to  vote  at  any  election of  directors,  arranged  in
alphabetical order, and showing the address of each stockholder and stating that
each  stockholder owns one share shall be prepared at least ten (10) days before
such  election by the officer in charge of the stock ledger of the  corporation.
Such  list  shall  be open to the examination of any stockholder during ordinary
business hours, for  a  period of at least ten (10) days prior to the  election,
at a place  within the city where the  election is to be held, which place shall
be  specified  in the notice of the meeting, and such list shall be produced and
kept  at  the  time  and  place of election  during the whole time thereof,  and
subject to the inspection of any stockholder who may be present.

                     4.7   Quorum  -  The  presence  in person at any meeting of
                           ------
stockholders  of  the  greater  of  (i) 100 persons  each holding a share of $25
par value  membership  common stock,  or (ii) the minimum number of stockholders
required under  applicable law to establish a quorum,  shall constitute a quorum
for the transaction of business.  The stockholders  present at a duly called and
held  meeting at which a quorum is present may  continue  to do  business  until
adjournment notwithstanding withdrawal of stockholders.

                     4.8  Inspectors of Election - There shall be  elected  each
                          ----------------------
year  one  Inspector  of  Election  from   each   of   the   districts   holding
nominating  meetings for the election of directors.  Said Inspectors shall serve
at the annual meeting of the corpora tion following  said  nominating  meetings.
The election of each of the Inspectors of Election shall be by a majority of the
votes cast at each of said nominating meetings, and the weighted-vote  procedure
set forth in section  5.3 of these  by-laws  shall  obtain  with  respect to the
election of said  Inspectors of Election.  Nominations for Inspector of Election
shall be made from the floor at said nominating meetings.

                          If less than two of the Inspectors of Election elected
pursuant  to  the  provisions  of  the above paragraph are present at the annual
meeting  for which they are  elected,  the  Chairman  shall  appoint  one or two
members, as required,  to serve as Inspectors of Election at said annual meeting
so that there shall be at least two members serving as Inspectors of Election at
each annual meeting.

                     4.9   Notice of Stockholder Business - At an annual meeting
                           ------------------------------
of  the  stockholders,  only  such  business  shall  be  conducted as shall have
been  properly  brought  before the meeting.  To be properly  brought  before an
annual meeting,  business must be (a) specified in the notice of meeting (or any
supplement thereto)


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given by or at the direction of the board of directors,  (b) otherwise  properly
brought before the meeting by or at the direction of the board of directors,  or
(c)  otherwise  properly  be  requested  to be brought  before the  meeting by a
stockholder.  For  business to be  properly  requested  to be brought  before an
annual meeting by a stockholder,  the stockholder  must have given timely notice
thereof  in  writing  to the  secretary  of the  corporation.  To be  timely,  a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices of the  corporation not less than ninety (90) days
prior to the meeting; provided,  however, that in the event that the date of the
meeting is not publicly  announced by the corporation by mail,  press release or
otherwise  more  than  ninety  (90)  days  prior to the  meeting,  notice by the
stockholder  to be timely must be delivered to the secretary of the  corporation
not later than the close of business on the tenth day following the day on which
such announcement of the date of the meeting was communicated to stockholders. A
stockholder's  notice to the  secretary  shall set forth as to each  matter  the
stockholder  proposes to bring before the annual meeting (a) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they  appear on the  corporation's  books,  of the  stockholder  proposing  such
business,  (c) the class and  number  of  shares  of the  corporation  which are
beneficially  owned by the  stockholder,  and (d) any  material  interest of the
stockholder  in such  business.  Notwithstanding  anything in the by-laws to the
contrary,  no  business  shall be  conducted  at an  annual  meeting  except  in
accordance  with the procedures  set forth in section 4.9 of these by-laws.  The
chairman of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly  brought before the meeting and in
accordance with the provisions of section 4.9 of these by-laws, and if he should
so  determine,  he shall so declare to the  meeting  and any such  business  not
properly brought before the meeting shall not be transacted.

                     4.10   Director  Nominations - Nominations for the election
                            ---------------------
of  directors  may  be  made  by the board of directors or a committee appointed
by the board of directors or by any stockholder entitled to vote in the election
of  directors  generally  or by the  secretary  of the  corporation  pursuant to
section 5.3 of these by-laws.  However,  any stockholder entitled to vote in the
election of directors generally may nominate one or more persons for election as
directors at a meeting only if written  notice of such  stockholder's  intent to
make such nomination or nominations has been given,  either by personal delivery
or by United States mail,  postage prepaid,  to the secretary of the corporation
not later than (i) with  respect to an election to be held at an annual  meeting
of  stockholders,  ninety  (90)  days  prior  to  the  anniversary  date  of the
immediately preceding annual meeting, and (ii) with respect to an election to be
held at a special  meeting of  stockholders  for the election of directors,  the
close of business on the tenth day  following  the date on which  notice of such
meeting is first given to  stockholders.  Each such notice shall set forth:  (a)
the name and address of the  stockholder  who intends to make the nomination and
of the  person  or  persons  to be  nominated;  (b) a  representation  that  the
stockholder is a holder of record of stock

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of the  corporation  entitled  to vote at such  meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (c) a description of all arrangements or understandings  between the
stockholder and each nominee and any other person or persons (naming such person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the stockholder;  (d) such other information  regarding each nominee proposed by
such  stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange  Commission;  and (e)
the  consent of each  nominee to serve as a director  of the  corporation  if so
elected. The chairman of the meeting may refuse to acknowledge the nomination of
a person not made in compliance with the foregoing procedure.

                     4.11   Order of Business - Unless  otherwise  determined by
                            -----------------
the  board  of  directors  prior   to   the   meeting,  the   chairman   of  the
stockholders'  meeting shall  determine the order of business and shall have the
authority  in his  discretion  to  regulate  the  conduct  of any such  meeting,
including,  without limitation,  by imposing  restrictions on the persons (other
than  stockholders of the  corporation or their duly appointed  proxies) who may
attend  any such  stockholders'  meeting  based  upon any  determination  by the
chairman,  in his sole discretion,  that any such person has unduly disrupted or
is likely to disrupt the proceedings thereat, and the circumstances in which any
person may make a statement or ask questions at any stockholders' meeting.


                                    DIRECTORS

                     5.1    Number  and  Qualification - The  board of directors
                            --------------------------
shall  consist of  fifteen  (15) members.  Directors  shall  be  members  of the
corporation, except that members who are employees or dealers of the corporation
shall not be eligible for election as directors.

                     5.2    Nomination Districts - The  territory  in  which the
                            --------------------
corporation operates shall be divided into  nomination  districts,  fifteen (15)
in number, described as follows:

                               District  1.  State  of  New  York,  counties  of
                               Cattaraugus   (except  for  southeast   section),
                               Chautauqua,  Erie, Genesee,  Niagara, Orleans and
                               Wyoming  and Towns of  Clarkson,  Gates,  Greece,
                               Hamlin,  Ogden,  Parma and Sweden  located in the
                               county of Monroe;  Commonwealth of  Pennsylvania,
                               northeast  corner  of the  county of Erie and the
                               northern section of county of Warren.



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                               District  2.  State  of  New  York,  counties  of
                               Allegany,    Cattaraugus   (southeast   section),
                               Chemung, Livingston, Monroe (except for the Towns
                               of Clarkson,  Gates, Greece, Hamlin, Ogden, Parma
                               and Sweden),  Ontario,  Schuyler,  Seneca (except
                               for southern section),  Steuben, Wayne and Yates;
                               Commonwealth of Pennsylvania,  counties of McKean
                               and Potter.

                               District  3.  State  of  New  York,  counties  of
                               Broome,  Cayuga,  Chenango  (except for northwest
                               section),   Cortland,   (except   for   northeast
                               section),   Delaware  (western  half),   Onondaga
                               (southern  half),   Seneca  (southern   section),
                               Tompkins and the Town of Gilbertsville located in
                               the county of Otsego.

                               District  4.  State  of  New  York,  counties  of
                               Chenango (northwest section), Cortland (northeast
                               section),   Delaware  (eastern  half),   Herkimer
                               (southern  half),   Madison,   Oneida,   Onondaga
                               (except for the southern half), Oswego and Otsego
                               (except for the Town of Gilbertsville).

                               District 5.  State  of  New  York,  counties  of
                               Clinton,  Essex,  Franklin,  Hamilton  (northern
                               half), Herkimer (northern half), Jefferson, Lewis
                               and St. Lawrence.

                               District  6.  State  of  New  York,  counties  of
                               Albany, Fulton, Greene, Hamilton (southern half),
                               Montgomery,  Rensselaer,  Saratoga,  Schenectady,
                               Schoharie,   Warren  and  Washington;   State  of
                               Vermont,   counties   of   Addison,   Chittenden,
                               Franklin,  Grand  Isle,  Lamoille,   Rutland  and
                               Washington.

                               District   7.   Commonwealth   of   Pennsylvania,
                               counties  of Berks,  Carbon,  Columbia,  Dauphin,
                               Lehigh,  Lancaster,  Lebanon,  Luzerne  (southern
                               section),   Lycoming  Monroe   (southern   half),
                               Montour, Northampton, Northumberland, Schuylkill,
                               Snyder, and Union.

                               District   8.   Commonwealth   of   Pennsylvania,
                               counties of Adams, Centre,  Clinton,  Cumberland,
                               Franklin, Juniata, Mifflin, Perry and York; State
                               of  Maryland,  counties  of  Baltimore,  Carroll,
                               Frederick, Harford and Washington.

                               District  9.  States of Maine and New  Hampshire;
                               State  of  Vermont,   counties   of   Bennington,
                               Caledonia,  Essex, Orange,  Orleans,  Windham and
                               Windsor.



                                     - 10 -

<PAGE>



                               District  10.  States  of  Connecticut  and Rhode
                               Island;  Commonwealth of Massachusetts;  State of
                               New York,  counties  of  Columbia,  Dutchess  and
                               Putnam.

                               District 11. State of New York, New York City and
                               Long  Island  counties,  and  counties of Orange,
                               Rockland,  Sullivan  (except  for  the  Towns  of
                               Callicoon,   Cochecton,  Delaware  and  Fremont),
                               Ulster and Westchester; State of New Jersey.

                               District  12.   Commonwealth   of   Pennsylvania,
                               counties   of   Bradford,   Lackawanna,   Luzerne
                               (northern section), Monroe (northern half), Pike,
                               Sullivan,  Susquehanna, Tioga, Wayne and Wyoming;
                               State of New York, county of Tioga, and the Towns
                               of  Callicoon,  Cochecton,  Delaware  and Fremont
                               located in the county of Sullivan.

                               District  13.   State  of   Delaware;   State  of
                               Maryland,    counties   of    Caroline,    Cecil,
                               Dorchester,  Kent, Queen Annes, Somerset, Talbot,
                               Wicomico   and   Worcester;    Commonwealth    of
                               Pennsylvania,   counties   of   Bucks,   Chester,
                               Delaware, Montgomery and Philadelphia.

                               District  14.   Commonwealth   of   Pennsylvania,
                               counties of Armstrong,  Beaver, Butler,  Cameron,
                               Clarion, Clearfield,  Crawford, Elk, Erie (except
                               for   northeast   corner),   Forest,   Jefferson,
                               Lawrence,  Mercer, Venango and Warren (except for
                               northern section); and northern Ohio.

                               District  15.   Commonwealth   of   Pennsylvania,
                               counties of Allegheny,  Bedford,  Blair, Cambria,
                               Fayette,  Fulton,  Greene,  Huntingdon,  Indiana,
                               Somerset, Washington, and Westmoreland;  State of
                               Maryland,   counties  of  Allegany  and  Garrett;
                               southern Ohio and northern West Virginia.

                     5.3       Nomination Procedures - District Directors - Each
                               ---------------------
district  as  defined  in  section  5.2  of these  by-laws  shall be  subdivided
into geographical areas, each to be represented by a member committee,  selected
in the manner set forth in section 2.8 of these  by-laws,  which by its chairman
or vice chairman  shall act for its committee as provided  herein.  At least one
hundred  forty (140) days before each  annual  meeting of the  corporation,  the
chairman of the corporation  shall appoint,  for each  nomination  district from
which a  district  director  is to be  elected  at the next  annual  meeting,  a
nominating  committee  for  such  district  consisting  of one  director  of the
corporation  from  outside  such  district  who  will act as  chairperson  and a
non-voting member of the committee,  plus the current  committee  chairperson of
each member committee within

                                     - 11 -

<PAGE>



such  district  (or  the  chairperson's  designee)  with  the  total  number  of
nominating  committee members to be not less than four, including the non-voting
chairperson,  or  greater  than the  number of  member  committees  within  such
district,  plus one non- voting  chairperson.  Such  nominating  committee shall
recommend the member it deems best qualified to serve as district  director from
such district,  or if it so chooses, it may recommend two members,  both of whom
it deems qualified to serve as district  director from such district,  and shall
report  such   recommendation  or   recommendations   to  the  chairman  of  the
corporation,  who  thereupon  shall call a meeting of all  members of the member
committees  within such  district,  at a place and at a time  designated  by the
board of directors.  The chairman of the corporation  shall designate a chairman
and  alternate  chairman  for the  meeting so called and the  presiding  officer
thereof shall appoint a secretary. At such a meeting the nominating committee of
the district shall present its  recommendation or recommendations to the meeting
in the form of a nomination.  Additional  nominations of members residing within
the  district  may be made from the  floor.  If there is more than one  nominee,
voting  shall be by ballot of the  chairman  (or his  alternate)  of each member
committee within the district. The vote of each such chairman (or his alternate)
shall be weighted by the volume of member business  represented by such chairman
(or his alternate) in accordance with the following formula:  under $250,000,  1
vote; $250,000 to $499,999, 2 votes;  $500,000 to $749,999, 3 votes; $750,000 to
$999,999,  4 votes;  $1,000,000 to $1,999,999,  5 votes; one additional vote for
each additional $1,000,000 of member volume.

                   Whoever  receives  a  majority  of  the  votes  cast shall be
declared  the nominee  for  the  district.  In  case  no  candidate  receives  a
majority on the first ballot, on each ballot the candidate with the least number
of votes will be eliminated until one candidate receives a majority. Immediately
after such meeting the secretary  thereof shall transmit to the secretary of the
corporation a sworn certificate stating the name of such nominee, which shall be
placed in nomination at the annual  meeting by the secretary of the  corporation
or his designee.

                     5.4       Vacancies -
                               ---------

                               (a)  Any  vacancy  on  the  board  of   directors
                     occurring during the term of any director, caused by death,
                     resignation  or otherwise  may be filled for the  unexpired
                     portion of the term or until a  successor  shall be elected
                     by a  majority  of the  directors  then  in  office  at any
                     regular or special  meeting of the board.  If the term of a
                     district  director being  replaced  extends beyond the next
                     annual  meeting,  the  portion of the term  following  such
                     meeting shall be filled at such meeting by the stockholders
                     in accordance with nomination  procedures  specified by the
                     board of  directors  and  conforming,  as  closely  as time
                     permits,  to the  procedures  set forth in  section  5.3 of
                     these by-laws. Any vacancy shall be filled by a person from
                     the same district as the person being replaced.


                                     - 12 -

<PAGE>



                            (b)    In case the entire board of  directors  shall
                     die or resign, any ten (10) stockholders may call a special
                     meeting in the same manner that the  chairman may call such
                     a meeting,  and directors  for the  unexpired  terms may be
                     elected at such special  meeting in the manner provided for
                     their election at annual meetings.

                     5.5     Place  of  Meetings - Meetings  of  the  board  of
                             -------------------
directors  shall  be held at any place which has been designated by the board or
by written consent of all members of the board.

                     5.6     Regular Meetings - Regular meetings of the board of
                             ----------------
directors  may  be  held  at  such  time and  place as may be  appointed  by the
board,  which time may be changed from time to time.  At the regular  meeting of
the board of directors  in October,  the  election of  officers,  including  the
chairman of the board,  the vice- chairman and the president and chief executive
officer shall be conducted.

                     5.7     Special Meetings - A  special  meeting of the board
                             ----------------
of  directors  shall  be  held  whenever  called  by  the  chairman,  or  by the
vice-chairman  of the board in the absence of the  chairman,  or by any five (5)
directors. Any and all business may be transacted at a special meeting.

                     5.8     Notice  of  Meetings  of  Directors - No  notice of
                             -----------------------------------
regular  meetings  of  the  directors  need  be  given  except that in case of a
change in the time for regular  meetings  written notice of such change shall be
given to  directors  who were not  present at the  meeting  when such change was
made.  Notice of each special meeting shall be given pursuant to section 13.3 of
these by-laws,  showing the time and place,  at least five (5) days prior to the
time of such meeting.

                     5.9     Adjournment - Notice  of  time and place of holding
                             -----------
an  adjourned  meeting  need  not  be given to absent directors, if the time and
place be fixed at the meeting  adjourned and the  adjournment is for a period of
not more than seven (7) days.

                     5.10    Quorum - Except  as  herein provided, a majority of
                             ------
the  directors  in  office shall  be  necessary  to  constitute a quorum for the
transaction  of  business.  In the event of an extreme  emergency,  including  a
substantial  disruption  of  communication  as a result of a  disaster,  whether
nuclear,  labor strike, flood, hurricane or any other cause, making it extremely
difficult  or  impossible  to assemble a majority of the board for a duly called
meeting, and such emergency has been declared,  either by the president,  or, in
his  absence,  the  chairman  of the board,  or by the  President  of the United
States,  or by any of the Governors of the states in which the corporation  does
business,  a quorum of the board of directors for the transaction of business at
a meeting duly called shall not be less than one-third of the directors.

                                     - 13 -

<PAGE>



                     5.11    Compensation  of Directors -  Directors,  as  such,
                             --------------------------
shall  not  receive  any  stated  compensation  for  their  services  unless its
payment has been first  authorized by the board of directors.  In addition to an
annual  retainer,  the board of directors  may allow a  reasonable  per diem and
expenses  for  attendance  at any  meeting  of  the  board  or of the  executive
committee, and any other meeting or official business.

                     5.12    Removal for Cause - A  director  may be removed for
                             -----------------
failure  to  attend  three  (3)  consecutive   meetings  of  the  board  without
adequate  cause,  or for other  neglect of duty,  or for any other  cause.  Such
removal may be effected in either of the following two ways:

                            (a)    Removal  may be by the vote or consent of the
                     holders  of  a majority of  the  shares  entitled  to  vote
                     at an election of directors; or

                            (b)    Removal  may  be by the  affirmative  vote of
                     three-fourths  (3/4) of the  entire  board  (excluding  the
                     director  complained of) at any regular or special  meeting
                     of the board,  following  reasonable notice to the director
                     complained  of and a  hearing  by the  board of  directors;
                     provided,  however,  that in the event of any such removal,
                     the board of  directors,  if  requested  in  writing by the
                     director  subject  to  removal  within ten (10) days of the
                     removal  decision by the board of  directors,  shall call a
                     special meeting of the  stockholders to confirm or overrule
                     the  decision of the board of  directors.  If the  earliest
                     practicable  date  to  hold  the  special  meeting  of  the
                     stockholders  falls within  ninety (90) days of the date of
                     the annual  meeting  as  provided  in section  4.1 of these
                     by-laws,  the matter shall be presented to the stockholders
                     for a vote  at  the  annual  meeting.  At  the  meeting  of
                     stockholders  at which the  question  of the removal of the
                     director is presented for a vote,  the director  complained
                     of shall be provided a  reasonable  opportunity  to present
                     his position.  The vote of the holders of a majority of the
                     shares, present and voting, entitled to vote at an election
                     of directors  shall confirm or overrule the decision of the
                     board of directors. Until such time as the stockholders act
                     on  the  removal  of the  director  complained  of,  if the
                     stockholders  are  required to do so,  neither the board of
                     directors  nor the  stockholders  shall  fill  the  vacancy
                     caused by the removal of the director.

                             A vacancy resulting from a vote of the stockholders
may be filled by the stockholders at the meeting voting the removal  and  if not
so filled shall  be  filled by the board of directors as provided in section 5.4
of these by-laws.

                               POWERS OF DIRECTORS

                     6.1    General Powers - Subject  to  the limitations of the
                            --------------
certificate of incorporation, of the by-laws and of the statutes of the State of
Delaware relating to


                                     - 14 -

<PAGE>



action which shall be  authorized  or approved by  stockholders,  all  corporate
powers  shall be exercised  by or under the  authority  of, and the business and
affairs of the  corporation  shall be  controlled  by,  the board of  directors.
Without  prejudice to such general powers,  but subject to the same limitations,
it is expressly  declared  that the board of directors  shall have the following
powers to wit:

                               (a) To control the  affairs  and  business of the
                     corporation   and  to  establish   and  enforce  rules  and
                     regulations not inconsistent  with the laws of the State of
                     Delaware,  the certificate of incorporation or by-laws, for
                     the guidance of its officers and the management and conduct
                     of its affairs and business.

                               (b) To borrow  money and incur  indebtedness  for
                     corporate  purposes,  and  to  cause  to  be  executed  and
                     delivered  therefor,  in  the  corporate  name,  promissory
                     notes,  bonds,  debentures,   deeds  of  trust,  mortgages,
                     pledges, hypothecations and other evidences of indebtedness
                     and  securities  therefor,  and to do every  act and  thing
                     necessary to effectuate the same.

                             COMMITTEES OF THE BOARD

                     7.1    Executive  &  Compensation  Committee - An executive
                            -------------------------------------
and  compensation  committee  may  be  established  by  resolution  adopted by a
majority of the whole  board,  to consist of such number of  directors as may be
specified,  which shall have and may exercise, in the intervals between meetings
of the board,  all the powers and authority of the board of  directors,  and may
authorize  the seal of the  corporation  to be affixed  to all papers  which may
require it.
                     7.2    Other Committees of the Board - Other committees may
                            ------------------------------
be  established, from  time  to  time, by resolution of the board specifying the
number of members and prescribing the committee functions and duties.

                             OFFICERS AND MANAGEMENT

                     8.1    Corporate Officers - The officers of the corporation
                            ------------------
shall be elected by the board of directors and shall be a chairman of the board,
a vice-chairman, a  president and chief executive  officer,  one or  more  vice-
presidents,  a secretary,  a controller,  a treasurer and a general counsel. The
board may also appoint any other corporate  officers whom the board of directors
may see fit in its  discretion  to designate.  The chairman of the board and the
vice-chairman shall be elected by the directors from their number. The president
and  chief  executive  officer shall recommend employee officers to the board of
directors.



                                     - 15 -

<PAGE>



                     8.2    Election and Term of Office -  On the recommendation
                            ---------------------------
of  the  president  and  chief  executive officer,  management officers shall be
elected  annually at the first  meeting of the board of directors  following the
annual meeting of s tockholders, or at such other time as the board of directors
shall determine. Unless sooner removed by the board of directors, or unless they
resign or become  disqualified,  all  officers  shall hold  office  until  their
successors  are chosen  and have  qualified.  Any  officer,  whether  elected or
appointed  by the board of  directors,  may be removed at any time by a majority
vote of all of the directors.

                     8.3    Powers  and  Duties - Subject  at  all  times to the
                            -------------------
control  and  direction of  the  board  of  directors,  the  president and chief
executive  officer shall conduct the business of the  corporation  in accordance
with its purposes,  and shall have administrative  authority over all personnel,
including  employee officers,  in the employ of the corporation;  and each other
corporate  officer  shall have and  exercise  the powers and duties usual to his
office or delegated to him by the board of directors.

                     8.4    Compensation  of  Officers -  Officers  shall  each
                            --------------------------
receive  such  compensation  as may be fixed by the directors. The president and
chief executive officer  shall  recommend  compensation  for  employee  officers
to the board of directors.

                     8.5    Vacancies - A vacancy occurring in any office may be
                            ---------
filled by a majority  of  the directors then in office at any regular or special
meeting of the board.

                     8.6    Checks, Bills and Notes - All  checks, drafts, bills
                            -----------------------
of  exchange,  notes,  orders  for  the  payment  of money and other  negotiable
instruments of the corporation shall be made in the name of the corporation, and
shall be signed by any one of the following:  the president, any vice president,
the secretary,  treasurer,  controller,  or any assistant  secretary,  assistant
treasurer or assistant  controller.  The board of directors may also delegate to
other officers or agents the power to sign or countersign such  instruments.  No
officers or agents of the  corporation  singly or jointly with others shall have
the power to make any bill payable, note or check or other negotiable instrument
or endorse the same in the name of the  corporation,  or contract or cause to be
contracted  any debt or liability  in the name or on behalf of the  corporation,
except  as  provided  in  these  by-laws,  and as  authorized  by the  board  of
directors.  Bills of exchange,  checks,  notes and other negotiable  instruments
received by the corporation shall be endorsed for collection by such officers or
agents as may be designated by the board of directors for that purpose.

                              PATRONAGE ACCOUNTING

                     9.1   Scope of Patronage Refund Provisions - The provisions
                           ------------------------------------
of  sections  9.2-9.5  of  these  by-laws  provide  for  patronage  refunds only
with respect to that portion of the corporation's  business  consisting of sales
of  farm  supplies.  Patronage  refunds,  if  any,  with  respect  to  marketing
operations will be paid only pursuant to

                                     - 16 -

<PAGE>



marketing  contracts with members and contract patrons providing for the payment
of such refunds.

                     9.2    Definitions - As  used  in sections 9.2-9.5 of these
                            -----------
by-laws:

                               (a)   Member  - The term  "member"  includes  any
                                     ------
                     member of the  corporation  as defined in section 1.2(c) of
                     these  by-laws and also any person who has  entered  into a
                     patronage   refund   contract  with  the   corporation   as
                     authorized  by  section  9.5 of  these  by-laws.  The  term
                     "non-member"  refers to any  person  who is not a member as
                     that term is defined in the preceding sentence.

                               (b)   Net Margin  -  The  "net   margin"  of  the
                                     ----------
                     corporation  shall be  taxable  income  from  sales of farm
                     supplies  for the fiscal  year,  as  computed  for  federal
                     income tax  purposes,  but without  taking into account any
                     deductions for patronage refunds.

                               (c)   Member Margin -  "Member  margin"  shall be
                                     -------------
                     that portion of the net margin derived from  sales  of farm
                     supplies  to members,  determined  by  multiplying  the net
                     margin by the percentage of gross  purchasing  volume which
                     is attributable to sales of farm supplies to members.

                               (d)   Volume  Subject to Refund - "Volume subject
                                     -------------------------
                     to  refund"  is  the  gross  volume of the corporation from
                     sales of farm supplies for any fiscal year, reduced by that
                     portion  of  such  volume  attributable  to  business  with
                     non-members,   and  increased  by  the  average  percentage
                     mark-up  necessary to reflect an  equivalent  volume at the
                     retail level.

                               (e)   Member's Pro  Rata  Share - Each  "member's
                                     -------------------------
                     pro rata share" of any refund or reserve  shall be computed
                     by multiplying the amount  or  volume   subject  to  refund
                     attributable  to such member by a percentage  determined by
                     dividing  the total refund or reserve to be  allocated,  as
                     the case may be, by the total  amount of volume  subject to
                     refund.

                               (f)   Patronage  Refund  -  The  term  "patronage
                                     -----------------
                     refund" shall  include a patronage  refund or rebate or any
                     amount  paid to a patron  pursuant  to section 9.5 of these
                     by-laws  on the basis of  business  done with or for such a
                     patron.

                     9.3       Reasonable Reserves - The  board of directors may
                               -------------------
set  aside  each  fiscal  year,  from  the net margin of the  corporation,  such
amounts as the board of  directors in its  discretion  deems  necessary  for the
efficient prosecution of the corpora tion's business,  provided however, that no
amounts shall be set aside which are not

                                     - 17 -

<PAGE>



reasonable  in amount,  giving due regard to the purposes  thereof (such amounts
being sometimes hereinafter referred to as "reasonable reserves").  Any reserves
set aside  pursuant to section 9.3 of these by-laws shall be allocated  first to
all net  earnings,  as defined in (ii) of section 9.4 of these  by-laws,  of the
corporation  other than member  margin  and,  to the extent  that such  reserves
exceed such net earnings, to member margin. Such reasonable reserves may be used
for such  proper  corporate  purposes  as shall be  determined  by the  board of
directors,  including,  but not limited to the  accumulation of working capital,
contributions to sinking funds to meet future  indebtedness,  payment of Federal
income  and  excess  profits  taxes,  acquisition  of  funds  for  expansion  or
replacement,  or  accumulations  of  reserves  to  offset  price  declines.  The
corporation  shall maintain  records  sufficient to afford  permanent  means for
apportioning  to each member his pro rata share of all  amounts  retained by the
corporation as reasonable reserves for each fiscal year.

                     9.4    Dividends on Capital Stock - The  board of directors
                            --------------------------
may set aside each  fiscal year from  funds  available  therefor such amounts as
the board deems appropriate  for payment as dividends on issued and  outstanding
capital stock. Such  amounts  shall  be  allocated  pro  rata between (i) member
margin and (ii) all other net earnings of the  corporation  (including  both net
margin derived from purchasing business conducted with non-members, and earnings
not derived from purchasing).

                     9.5    Payment of Patronage Refunds -
                            ----------------------------

                            (a)    Obligation  to  Pay  Patronage  Refunds - The
                                   ---------------------------------------
                     corporation  shall  be  obligated,  as soon as  practicable
                     after the close of each  fiscal  year and in no event later
                     than 8 1/2  months  after  the close  thereof,  to pay each
                     member in cash as a patronage  refund his pro rata share of
                     all member margin  remaining  after deducting  amounts,  if
                     any, set aside  therefrom by the board of directors  (1) as
                     reasonable  reserves  pursuant  to  section  9.3  of  these
                     by-laws  and (2) for  payment  as  dividends  on issued and
                     outstanding  capital stock pursuant to section 9.4 of these
                     by- laws;  provided  that the amount of  patronage  refunds
                     thus  determined  shall be  increased  or  decreased to the
                     extent  necessary to enable the  obligation for the payment
                     of such refunds to be expressed as a percentage of volume.

                            (b)    Minimum  Payment   of   Patronage  Refunds  -
                                   ---------------------------------------------
                     Notwithstanding  the provisions of paragraph (a) of section
                     9.5 of these  by-laws,  the  board of  directors  shall fix
                     and/or  amend from time to time the  minimum  amount  which
                     shall be paid as a  patronage  refund and any  amount  less
                     than that so fixed shall not be  distributed  to the member
                     entitled thereto (unless he claims it in cash) but shall be
                     retained  by the  corporation  as through it were part of a
                     reasonable  reserve  set aside  pursuant  to section 9.3 of
                     these by-laws.


                                     - 18 -

<PAGE>



                            (c)    Obligation to Pay Patronage Refunds Absolute-
                                   ---------------------------------------------
                     The corporation shall be absolutely liable for the  payment
                     of  patronage  refunds as provided  herein  without further
                     action  on  the  part of any  officer or  of  the  board of
                     directors.

                            (d)    Place of  Purchase  - Each  member  shall  be
                                   ------------------
                     entitled to his  respective pro rata share of any patronage
                     refunds  paid  with  respect  to  Agway  distributed  goods
                     purchased from Agway and certain  dealers.  The corporation
                     shall   enter  into  such   contracts,   undertakings   and
                     understandings with certain dealers as may be necessary and
                     proper to insure that each member will receive his pro rata
                     share of such refunds.

                     9.6    Contract  Patrons  -  The  board  of  directors  may
                            -----------------
authorize  the  appropriate  officers  and/or  employees  of  the corporation to
contract to pay and to pay  patronage  refunds to patrons other than the members
as defined in section  1.2(c) of these  by-laws,  provided  the  amounts of such
patronage  refunds are  determined  upon the same basis and under the same terms
and  conditions  as those of such  members,  and provided  further that any such
contract shall be entered into prior to the  accumulation  of any gross receipts
subject to the charge of such patronage refunds.

                                    MARKETING


                     10.1   Marketing Contracts - The terms and conditions under
                            -------------------
which agricultural products of members shall be marketed may be  established  by
marketing  contracts  to be  executed by the  corporation  and its members on an
individual  commodity  or  commodity  group  basis,  not  inconsistent  with the
provisions of these by-laws.


                        [11.1 - Intentionally left blank]


                                 INDEMNIFICATION

                     12.1    Right to Indemnification -  The  corporation  shall
                             ------------------------
indemnify  to   the  fullest  extent  possible   under   applicable  law  as  it
presently exists or may hereafter be amended,  any person (an  "Indemnitee") who
was or is made or is threatened  to be made a party or is otherwise  involved in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative (a  "proceeding"),  by reason of the fact that he, or a person for
whom he is the legal representative,  is or was a director, officer, employee or
agent of the corporation or, while a director or officer of the corporation,  is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation or of a partnership,  limited liability
company, joint venture, trust, enterprise or nonprofit entity, including service
with respect to

                                     - 19 -

<PAGE>



employee  benefit  plans,  against all  liability and loss suffered and expenses
(including   attorneys'   fees)   reasonably   incurred   by  such   Indemnitee.
Notwithstanding the preceding sentence,  except as otherwise provided in section
12.3, the corporation shall be required to indemnify an Indemnitee in connection
with a proceeding  (or part thereof)  commenced by such  Indemnitee  only if the
commencement  of  such  proceeding  (or  part  thereof)  by the  Indemnitee  was
authorized by the Board of Directors of the corporation.

                     12.2    Prepayment of Expenses - The  corporation shall pay
                             ----------------------
the  expenses  (including  attorneys'  fees)  incurred  by  a  current or former
director or officer of the corporation in defending any proceeding in advance of
its final disposition,  provided,  however, that, to the extent required by law,
such payment of expenses in advance of the final  disposition  of the proceeding
shall be made only upon receipt of an undertaking by the Indemnitee to repay all
amounts  advanced if it should be ultimately  determined  that the Indemnitee is
not entitled to be  indemnified  under  sections  12.1- 12.7 of these by-laws or
otherwise.

                     12.3    Claims  -  If  a  claim  for   indemnification   or
                             ------
advancement  of  expenses  under  sections  12.1-12.7 of  these  by-laws  is not
paid in full within sixty days after a written claim  therefor by the Indemnitee
has been received by the  corporation,  the  Indemnitee may file suit to recover
the unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the  reasonable  expense of prosecuting  such claim.  In any
such action the corporation shall have the burden of proving that the Indemnitee
is not entitled to the  requested  indemnification  or  advancement  of expenses
under applicable law.

                     12.4    Nonexclusivity of Rights - The  rights conferred on
                             ------------------------
any  Indemnitee  by  sections  12.1-12.7  of  these  by - laws   shall   not  be
exclusive  of any other  rights  which  such  Indemnitee  may have or  hereafter
acquire under any statute, provision of the certificate of incorporation,  these
by-laws,   agreement,   vote  of  stockholders  or  disinterested  directors  or
otherwise.

                     12.5    Other Sources - The  corporation's  obligation,  if
                             -------------
any,  to  indemnify  or  to  advance  expenses to any  Indemnitee  who was or is
serving at its  request as a  director,  officer,  employee  or agent of another
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
enterprise  or nonprofit  entity shall be reduced by any amount such  Indemnitee
may  collect as  indemnification  or  advancement  of  expenses  from such other
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
enterprise or non-profit enterprise.

                     12.6      Amendment or Repeal - Any  repeal or modification
                               -------------------
of  the  foregoing  provisions  of sections  12.1-12.5  of  these  by-laws shall
not  adversely  affect any right or  protection  hereunder of any  Indemnitee in
respect of any act or  omission  occurring  prior to the time of such  repeal or
modification.

                                     - 20 -

<PAGE>



                     12.7    Other Indemnification and Prepayment of Expenses -
                             ------------------------------------------------
Sections  12.1-12.6  of  these   by-laws  shall  not  limit  the  right  of  the
corporation,  to the extent and in the manner  permitted by law, to indemnify or
to advance  expenses to persons other than Indemnitees when and as authorized by
appropriate corporate action.

                                  MISCELLANEOUS


                     13.1    Principal Office -  The  principal  office  of  the
                             ----------------
corporation in the State of Delaware  shall be located at 1209 Orange  Street in
the City of  Wilmington, County of New Castle.

                     13.2    Other Offices - The  principal  office  outside the
                             -------------
State of Delaware shall be at DeWitt, New York. The corporation may also have an
office or offices at such other place or places, within or without  the State of
Delaware as  the  board of  directors  may  from  time to time  appoint,  or the
business  of the corporation may require.

                     13.3    Method of Giving Notice - Whenever in these by-laws
                               -----------------------
notice  is  required  to  be  given, it  may  be given by any one or more of the
following methods:

                             (a)    Delivered personally; or

                             (b)    Written  notice either deposited in the mail
                     postage  prepaid  or sent by  telegraph,  addressed  to the
                     residence or place of business of the person to be notified
                     as the same shall appear on the records of the corporation;
                     or

                             (c)    To members or stockholders by publication in
                     any  corporation  bulletin  or  other  periodical mailed to
                     members or stockholders; or

                             (d)    Any  other  means permitted under applicable
                     law.

                     13.4     Waiver of Notice - The transactions of any meeting
                              ----------------
of  the  board  of  directors  or any  committee  however  called and noticed or
wherever  held,  shall be as valid as though had at a meeting  duly held,  after
regular call and notice, if a quorum be present,  and if, either before or after
the meeting,  each of the  directors or  committee  members not present  signs a
written waiver of notice or a consent to holding such meeting.  All such waivers
or  consents  shall be filed  with the  corporate  records or made a part of the
minutes of the meeting.

                     13.5     Effect of Holiday - If  the time designated herein
                              -----------------
for any meeting shall  fall upon a legal holiday, then any such meeting shall be
held on the next day following which is not a holiday.


                                     - 21 -

<PAGE>


                     13.6    Fiscal Year - The  fiscal  year of  the corporation
                             -----------
shall extend from July 1 to June 30 following.

                     13.7    Seal  -  The  seal  of  the  corporation  shall  be
                             ----
circular  in  form and shall have inscribed thereon the name of the corporation,
the year of organization and the words:  "Corporate Seal, Delaware."

                     13.8    Amendments -  These  by - laws  may  be  amended or
                             ----------
repealed or new by-laws adopted as follows:

                            (a)    At any meeting of stockholders,  by a vote of
                     a majority of the stockholders present and voting, provided
                     that the  notice of the  meeting  shall  have set forth the
                     substance of the proposed  amendment,  repeal or new by-law
                     provision upon which the vote is taken, or

                            (b)    By  vote  of  two-thirds  of the directors in
                     office.


                                     - 22 -