EXHIBIT 3



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                                     BY-LAWS

                                       of

                                   AGWAY INC.

                           As Amended to June 18, 1997
                           ---------------------------

                                     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 local
representative  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.

                    (b) Except as  otherwise  provided by the laws of  Delaware,
          the certificate of incorporation  or these by-laws,  all actions taken

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          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.

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

                      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

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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.

           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,

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          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 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

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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.

           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

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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 corporation 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 conduct ed 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 there
to)  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 an nouncement of the date of the meeting was communicated to stock holders.
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 conduct ing such business at the annual  meeting,  (b) the name and address,

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as they appear on the  corporation's  books, of the stock holder  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 stock  holder  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 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.

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           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 eighteen (18) members until the regular  annual  meeting of  stockholders  is
held in 1995; thereafter, the board of directors shall consist of seventeen (17)
members  until the  regular  annual  meeting  of  stockholders  is held in 1997;
immediately  after the 1997  regular  annual  stockholders  meeting the board of
directors  shall consist of fifteen (15) members.  Directors shall be members of
the   corporation,   except  that  members  who  are   employees  or  franchised
representatives  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,  seventeen (17) 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.

                   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,  northern  section  of county of McKean and
                   northwest section of county of Potter.



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                   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 Fulton,  Hamilton
                   (southern   half),    Montgomery,    Rensselaer,    Saratoga,
                   Schenectady,   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),  Monroe (southern half), Montour,
                   Northampton, Northumberland, Schuylkill, Snyder, and Union.

                   District 8. Intentionally left blank.

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

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

                   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.



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                   District  12.  Commonwealth  of  Pennsylvania,   counties  of
                   Bradford,  Lackawanna,  Luzerne  (northern  section),  Monroe
                   (northern  half),  Pike,  Sullivan,  Susquehanna,  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.  Commonwealth  of  Pennsylvania,   counties  of
                   Cameron, Centre, Clearfield,  Clinton, Columbia, Elk, Luzerne
                   (southern  section),  Lycoming,  McKean  (except for northern
                   section), Montour,  Northumberland,  Potter (except for north
                   west section), Snyder, Tioga and Union.

                   District  14.  Commonwealth  of  Pennsylvania,   counties  of
                   Armstrong,  Beaver, Butler,  Clarion,  Crawford, 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.

                   District 16. State of New Jersey.

                   District 17. 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 Phila-
                   delphia.

                   District 18. Commonwealth of Pennsylvania, counties of Adams,
                   Cumberland, Franklin, Juniata, Mifflin, Perry and York; State
                   of  Maryland,  counties  of  Baltimore,  Carroll,  Frederick,
                   Harford and Washington.

[In November 1996, the Agway,  Inc. Board of Directors  approved an amendment to
this section 5.2 which will be effective  the day after the 1997 regular  annual
stockholders meeting.]

           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

                                     - 12 -
<PAGE>

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 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.



                                     - 13 -
<PAGE>

          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.

                  (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,

                                     - 14 -
<PAGE>

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.

           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

                                     - 15 -
<PAGE>

          directors,  shall  call a  special  meeting  of the stock  holders  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 stock  holders 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 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

   
                                      -16-

<PAGE>

          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  & Planning  Committee  - An  executive  and  planning
                --------------------------------
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.

           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  stockholders,  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

                                     - 17 -
<PAGE>

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 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

                                     - 18 -
<PAGE>

          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  prorata 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 corporation's business, provided however, that no amounts shall be set aside
which are not  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

                                     - 19 -
<PAGE>

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  nonmembers,  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 - Not withstanding 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

                                     - 20 -
<PAGE>

          were part of a reasonable reserve set aside pursuant to section 9.3 of
          these by-laws.

                (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 Immaterial - Each member shall be entitled
                    ----------------------------
           to his respective  pro rata share of any patronage  refunds paid with
           respect to Agway  distributed  goods,  regardless of where such goods
           were  purchased.  The  corporation  shall enter into such  contracts,
           undertakings  and  understandings  with  Agway  agent-buyers,   local
           representatives and local cooperatives 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]




                                     - 21 -
<PAGE>

                                 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 employee  benefit plans,  against all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such Indemnitee. Not
withstanding  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,  how ever,  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

                                     - 22 -
<PAGE>

or  hereafter  acquire  under  any  statute,  provision  of the  certificate  of
incorporation,  these by-laws, agreement, vote of stock holders 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.

           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

                                     - 23 -
<PAGE>

          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.

           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.



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