Exhibit 3.2

             ALLEGHENY AND WESTERN RAILWAY COMPANY

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                            BY-LAWS
                   (as Restated May 10, 1996)

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                           ARTICLE I

                    MEETINGS OF STOCKHOLDERS

        Section 1.The annual meeting of stockholders for the
election of directors and the transaction of such other business
as may properly come before the meeting, shall be held on the
fourth Thursday in May in each year either within or without the
Commonwealth of Pennsylvania.

        Section 2.Special meetings of the stockholders may be
called by the Board of Directors; and it shall be the duty of the
Board of Directors to call a special meeting of the stockholders
as soon as practicable whenever requested in writing by
stockholders of record holding at least one-fifth of all the
outstanding shares of the capital stock of the corporation.

        Section 3.The place, date and hour of each meeting of the
stockholders and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be stated in
the written notice of the meeting, unless all of the stockholders
have agreed on such place, date and hour and have waived such
notice.

        Section 4.The holders of a majority of the shares of the
outstanding capital stock entitled by the Articles of
Incorporation or by law to vote at such meeting, represented in
person or by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business.

        Section 5.Every stockholder entitled by the Articles of
Incorporation or by law to vote, shall have the right at every
stockholders' meeting to one vote for each share of stock
standing in his name on the books of the corporation.

        Section 6.The vote of a majority of the shares
outstanding shall decide any question before a meeting of
stockholders, except was otherwise required by law.

        Section 7.Any action which may be taken at a meeting of
the stockholders may be taken without a meeting, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by all of the stockholders who would be entitled to vote
at a meeting for such purpose and shall be filed with the
Secretary.

                           ARTICLE II

                       BOARD OF DIRECTORS

        Section 1.The Board of Directors shall consist of three
members, at least a majority of whom shall be citizens of the
United States, and shall be elected for a term of one year and
shall hold office until their successors are elected and
qualified.  Directors need not be stockholders in the
corporation.

        A majority of the Board of Directors shall constitute a
quorum.



        Section 2.The stockholders at any meeting, by a vote of
the holders of a majority of all the shares of capital stock at
the time outstanding and having voting power, may remove any
director and fill any vacancy.  Vacancies arising among the
directors, including a vacancy resulting from an increase by the
board of directors in the number of directors, so long as the
increase so created is not more than two, may be filled by the
remaining directors, though less than a quorum of the board,
unless sooner filled by the stockholders.  Vacancies filled by
the directors may be subject to such rules, regulations and
criteria as the board may from time to time prescribe.

        Section 3.The business of the corporation shall be
managed by its Board of Directors which may exercise all such
powers of the corporation and do all such lawful acts and things
as are not by statute or by the Articles of Incorporation or by
these By-Laws directed or required to be exercised and done by
the stockholders.

                     MEETINGS OF THE BOARD

        Section 4.There shall be a meeting of the Board of
Directors for organization as soon as practicable after the
election of the members thereof.

        Meetings of the Board of Directors may be called at any
time and place by the Secretary or Assistant Secretary, by the
direction of the President, or at the request of any two members
of the Board.  Any meeting of the Board of Directors may be held
without notice if the Directors not present at such meeting waive
notice thereof, which waiver may be given at any time either
before or after the meeting; and any meeting may be adjourned by
the Directors present to any other time or place.

        Section 5.Any action which may be taken at a meeting of
the Board may be taken without a meeting, if a consent or
consents in writing setting forth the action so taken shall be
signed by all of the Directors and shall be filed with the
Secretary.

        Section 6.Any action required to be taken at a meeting of
the Board may be taken by means of a conference telephone or
similar communications equipment whereby all persons par
ticipating in the meeting can hear each other, and participation
by such means shall constitute presence in person at such
meeting.  When such meeting is conducted, a written record shall
be made of the action taken at such meeting.

                          ARTICLE III

                            OFFICERS

        Section 1.At the first meeting of the Board of Directors
held after the annual meeting of the stockholders, the Board of
Directors shall elect officers of the corporation as follows:  a
President, a Secretary, and a Treasurer, and may elect one or
more Vice-Presidents, any of whom may be designated as an
Executive Vice-President, a Senior Vice-President or a Vice-
President with a functional title.  Any two or more offices may
be held by the same person, except the offices of President and
Secretary.

        Section 2.The Board of Directors, or the President, with
the approval of the
Board, may appoint such additional subordinate officers as they
may deem necessary for the efficient conduct of the affairs of
the corporation.

        Section 3.The officers of the corporation shall hold
office until their successors are chosen and qualify in their
stead, but the President shall have the power to suspend any
officer at any time.



        Section 4.The powers, duties, and responsibilities of
officers and employees of the corporation not prescribed in these
By-Laws shall be defined in rules and regulations, which may be
adopted and from time to time added to, modified, or repealed by
the President, with the approval of the Board of Directors.

                         THE PRESIDENT

        Section 5.The President shall have general charge,
control and supervision of all the business and operations of the
corporation and shall see that all orders and resolutions of the
Board are carried into effect.

        The Board of Directors shall designate an appropriate
person the duty of acting for the President in his absence or
inability to act.

                      THE VICE-PRESIDENTS

        Section 6.The duties, powers, and responsibilities of the
Vice-Presidents shall be fixed by the President with the approval
of the Board of Directors.  The Board of Directors shall from
time to time assign to any Vice-President the duty of acting for
the President in case of his absence or inability to act, or in
such case to perform such duties as from time to time may be as
signed to him.

                         THE SECRETARY

        Section 7.The Secretary shall attend all meetings of the
stockholders and the Board of Directors, and record their
proceedings, unless a temporary Secretary be appointed.  He shall
give due notice of any meetings of the stockholders and
directors.  He shall keep a register of all certificates of stock
that are issued.  He shall be custodian of the seal of the
corporation and of all records, contracts, leases, and other
papers and documents of the corporation, unless otherwise
directed by the Board of Directors; and he shall perform such
additional duties as may be assigned to him by the Board of
Directors or by the President.

THE TREASURER

        Section 8.The Treasurer shall receive, keep, and disburse
all monies belonging or coming to the corporation, shall keep
regular, true, and full accounts of all receipts and disburse
ments and make detailed reports of the same to the Board of
Directors whenever required.  He shall also perform such
additional duties in connection with the administration of the
financial affairs of the corporation as the Board of Directors or
the President or the Vice-President in charge of finance shall
assign to him.

                           ARTICLE IV

                          DEPOSITARIES

        The money of the corporation shall be kept in such bank
or banks as the Board of Directors shall from time to time direct
or approve.  All checks and other instruments for the disburse
ment of funds shall be executed manually or by facsimile by such
officers or agents of the corporation as may be authorized by the
Board of Directors.


                           ARTICLE V

                  SHARES OF STOCK AND THEIR TRANSFER

        Section 1.Certificates for shares of stock which have
been fully paid shall be issued on demand to any person entitled
thereto, under the corporate seal, and signed by the President or
a Vice-President and by the Secretary or an Assistant Secretary.

        Transfers of stock shall be made only on the books of the
corporation in person or proxy upon surrender to the corporation
of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment, or authority to
transfer.

                           ARTICLE VI

                              SEAL

        Section 1.The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Pennsylvania."  Said seal may be used by
causing it, or a facsimile thereof, to be impressed or affixed or
in any manner reproduced.

        Section 2.All bonds, deeds, and other instruments
requiring the corporate seal of the corporation shall be signed
by the President or a Vice-President, or by such other officer or
person as the Board of Directors may from time to time designate
for the purpose, and the seal of the corporation shall be affixed
thereto and attested by the Secretary or an Assistant Secretary.

                          ARTICLE VII

                          FISCAL YEAR

        The fiscal year of the corporation shall begin
immediately after midnight on the last Friday of December, and
shall end at midnight on the last Friday of December of each
calendar year.

                          ARTICLE VIII

                           AMENDMENTS

        These By-Laws may be altered, amended, or repealed and
new By-Laws adopted at any meeting of the Board of Directors, by
a majority vote of the whole Board, or at any meeting of the
stockholders.