EXHIBIT 3



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                                     BY-LAWS

                                       of

                                   AGWAY INC.

                          As Amended to April 28, 1998

                                     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.




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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  deliv  ered  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


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                  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 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 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 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


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thereto)  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 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


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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.

                  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, 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 Mon-


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                           roe;  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, 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 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. 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.



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                           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; State of New Jersey.

                           District 12.  Commonwealth of Pennsylvania,  counties
                           of Bradford,  Lackawanna, Luzerne (northern section),
                           Lycoming,  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,   Craw  ford,   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


                                     - 11 -

<PAGE>



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.

                  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


                                     - 12 -

<PAGE>



                  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 unex pired 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


                                     - 13 -

<PAGE>



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  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  com  plained  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.



                                     - 14 -

<PAGE>



               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 corporate  name,  promissory  notes,  bonds,
                  debentures, deeds of trust, mortgages, pledges, hypothecations
                  and other evidences of indebt edness 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


                                     - 15 -

<PAGE>



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 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


                                     - 16 -

<PAGE>



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  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.


                                     - 17 -

<PAGE>



                           (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 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,  acqui sition
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.


                                     - 18 -

<PAGE>



                           (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.

                           (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,
                  Agway  franchisees and certain dealers.  The corporation shall
                  enter into such  contracts,  undertakings  and  understandings
                  with Agway franchisees and 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]




                                     - 19 -

<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.
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.



                                     - 20 -

<PAGE>



                  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 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



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<PAGE>



                           (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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