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                                                                     Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                           PITTSBURGH FINANCIAL CORP.

                               ARTICLE I. OFFICES

     1.1 Registered Office and Registered Agent. The registered office of
Pittsburgh Financial Corp. ("Corporation") shall be located in the Commonwealth
of Pennsylvania at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.

     1.2 Other Offices. The Corporation may have other offices within or outside
the Commonwealth of Pennsylvania at such place or places as the Board of
Directors may from time to time determine.


                       ARTICLE II. STOCKHOLDERS' MEETINGS

     2.1 Meeting Place. All meetings of the stockholders shall be held at the
principal place of business of the Corporation, or at such other place within or
without the Commonwealth of Pennsylvania as shall be determined from time to
time by the Board of Directors, and the place at which any such meeting shall be
held shall be stated in the notice of the meeting.

     2.2 Annual Meeting Time. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the fourth Thursday
of January at the hour of 10:00 a.m., if not a legal holiday, and if a legal
holiday, then on the day following, at the same hour, or at such other date and
time as may be determined by the Board of Directors and stated in the notice of
such meeting.

     2.3 Organization and Conduct. Each meeting of the stockholders shall be
presided over by the President, or if the President is not present, by any
Executive or Senior Vice President or such other person as the directors may
determine. The Secretary, or in his absence a temporary Secretary, shall act as
secretary of each meeting of the stockholders. In the absence of the Secretary
and any temporary Secretary, the chairman of the meeting may appoint any person
present to act as secretary of the meeting. The chairman of any meeting of the
stockholders, unless prescribed by law or regulation or unless the Board of
Directors has otherwise determined, shall determine the order of the business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussions as shall be deemed appropriate by him in
his sole discretion.
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     2.4 Notice.

     (a) Written notice of every meeting of stockholders shall be given by, or
at the direction of, the Secretary of the Corporation or other authorized person
to each stockholder of record entitled to vote at the meeting at least (i) ten
days prior to the day named for a meeting that will consider a fundamental
change under Chapter 19 of the Pennsylvania Business Corporation Law ("BCL"), or
any successor thereto, or (ii) five days prior to the day named for a meeting in
any other case. A notice of meeting shall specify the place, day and hour of the
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted thereat, as well as any other information required by
law.

     (b) When a meeting of stockholders is adjourned, it shall not be necessary
to give any notice of the adjourned meeting or of the business to be transacted
at an adjourned meeting, other than by announcement at the meeting at which the
adjournment is taken, unless the Board of Directors fixes a new record date for
the adjourned meeting or notice of the business to be transacted is required to
be given by applicable law and such notice previously has not been given.

     2.5 Record Date. The Board of Directors may fix in advance a record date
for the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders, or any adjournment thereof, such date to be not
more than 90 days and not less than (i) ten days in the case of a meeting that
will consider a fundamental change under Chapter 19 of the BCL, or any successor
thereto, or (ii) five days in the case of a meeting for any other purpose, prior
to the date of the meeting established by the Board of Directors.

     2.6 Quorum. Except as otherwise required by law:

     (a) The presence of stockholders entitled to vote at least a majority of
the votes that all stockholders are entitled to cast on a particular matter to
be acted upon at a meeting of stockholders shall constitute a quorum for the
purposes of consideration and action on the matter.

     (b) The stockholders present at a duly organized meeting can continue to do
business until adjournment notwithstanding the general withdrawal of enough
stockholders to leave less than a quorum.

     2.7 Voting of Shares.

          (a) Except as otherwise provided in these Bylaws or to the extent that
voting rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation, each stockholder, on each matter submitted to a vote
at a meeting of stockholders, shall have one vote for each share of stock
registered in his name on the books of the Corporation.

          (b) Except as otherwise provided by law or paragraph (c) of this
Section 2.7, any corporate action to be taken by vote of the stockholders of the
Corporation shall be authorized by


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receiving the affirmative vote of a majority of the votes cast by all
stockholders entitled to vote thereon and, if any stockholders are entitled to
vote thereon as a class, upon receiving the affirmative vote of a majority of
the votes cast by stockholders entitled to vote as a class.

          (c) Directors are to be elected by a plurality of votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Stockholders shall not be permitted to cumulate their votes for the
election of directors. If, at any meeting of the stockholders, due to a vacancy
or vacancies or otherwise, directors of more than one class of the Board of
Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality vote.

     2.8 Voting List. The officer or agent having charge of the transfer books
for shares of the Corporation shall make a complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order,
with the address of and number of shares held by each. The list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting for
the purposes thereof.

     2.9 Proxies. A stockholder may vote either in person or by proxy executed
in writing by the stockholder, or his duly authorized attorney-in-fact. No proxy
shall be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.

     2.10 Voting of Shares in the Name of Two or More Persons. Where shares are
held jointly or as tenants in common by two or more persons as fiduciaries or
otherwise, if only one or more of such persons is present in person or by proxy,
all of the shares standing in the names of such persons shall be deemed to be
represented for the purpose of determining a quorum and the Corporation shall
accept as the vote of all such shares the votes cast by him or a majority of
them and if in any case such persons are equally divided upon the manner of
voting the shares held by them, the vote of such shares shall be divided equally
among such persons, without prejudice to the rights of such joint owners or the
beneficial owners thereof among themselves, except that, if there shall have
been filed with the Secretary of the Corporation a copy, certified by an
attorney-at-law to be correct, of the relevant portions of the agreements under
which such shares are held or the instrument by which the trust or estate was
created or the decree of court appointing them, or of a decree of court
directing the voting of such shares, the persons specified as having such voting
power in the latest such document so filed, and only such persons, shall be
entitled to vote such shares but only in accordance therewith.

     2.11 Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by an officer, agent or proxy as the bylaws of
such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy. Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver


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may be voted by such receiver without the transfer thereof into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed. A stockholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee or nominee, and thereafter the
pledgee or nominee shall be entitled to vote the shares so transferred

     2.12 Inspectors. For each meeting of stockholders, the Board of Directors
may appoint one or three inspectors of election. If for any meeting the
inspector(s) appointed by the Board of Directors shall be unable to act or the
Board of Directors shall fail to appoint any inspector, one or more inspectors
may be appointed at the meeting by the chairman thereof. Such inspectors shall
conduct the voting in each election of directors and, as directed by the Board
of Directors or the chairman of the meeting, the voting on each matter voted on
at such meeting, and after the voting shall make a certificate of the vote
taken. Inspectors need not be stockholders.

                           ARTICLE III. CAPITAL STOCK

     3.1 Certificates. Certificates of stock shall be issued in numerical order,
and each stockholder shall be entitled to a certificate signed by the President
or a Vice President, and the Secretary or the Treasurer, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of such
officers may be facsimiles if the certificate is manually signed on behalf of a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If an officer who has signed or whose
facsimile signature has been placed upon such certificate ceases to be an
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if the person were an officer on the date of issue. Each
certificate of stock shall state:

          (a) that the Corporation is incorporated under the laws of the
Commonwealth of Pennsylvania;

          (b) the name of the person to whom issued;

          (c) the number and class of shares and the designation of the series,
if any, which such certificate represents; and

          (d) the par value of each share represented by such certificate, or a
statement that such shares are without par value.

     3.2 Transfers.

          (a) Transfers of stock shall be made only upon the stock transfer
books of the Corporation, kept at the registered office of the Corporation or at
its principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate


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shall be surrendered for cancellation. The Board of Directors may, by
resolution, open a share register in any state of the United States, and may
employ an agent or agents to keep such register, and to record transfers of
shares therein.

          (b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.

     3.3 Registered Owner. Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the Commonwealth of Pennsylvania. The Board of Directors
may adopt by resolution a procedure whereby a stockholder of the Corporation may
certify in writing to the Corporation that all or a portion of the shares
registered in the name of such stockholder are held for the account of a
specified person or persons. The resolution shall set forth:

          (a) The classification of shareholder who may certify;

          (b) The purpose or purposes for which the certification may be made;

          (c) The form of certification and information to be contained therein;

          (d) If the certification is with respect to a record date or closing
of the stock transfer books, the date within which the certification must be
received by the Corporation; and

          (e) Such other provisions with respect to the procedure as are deemed
necessary or desirable.

     Upon receipt by the Corporation of a certification complying with the above
requirements, the persons specified in the certification shall be deemed, for
the purpose or purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the stockholder making the
certification.

     3.4 Mutilated, Lost or Destroyed Certificates. In case of any mutilation,
loss or destruction of any certificate of stock, another may be issued in its
place upon receipt of proof of such mutilation, loss or destruction. The Board
of Directors may impose conditions on such issuance and may require the giving
of a satisfactory bond or indemnity to the Corporation in such sum as they might
determine, or establish such other procedures as they deem necessary.


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     3.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions of
a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.

     3.6 Shares of Another Corporation. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.

                         ARTICLE IV. BOARD OF DIRECTORS

     4.1 Number and Powers. The management of all the affairs, property and
interest of the Corporation shall be vested in a Board of Directors. The Board
of Directors shall be divided into three classes as nearly equal in number as
possible. The initial Board of Directors shall consist of 9 persons. The
classification and term of the directors shall be as set forth in the
Corporation's Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein. Directors need not
be stockholders or residents of the Commonwealth of Pennsylvania. In addition to
the powers and authorities expressly conferred upon it by these Bylaws and the
Articles of Incorporation, the Board of Directors 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 Bylaws directed or required to
be exercised or done by the stockholders.

     4.2 Change of Number. The number of directors may at any time be increased
or decreased by a vote of a majority of the Board of Directors, provided that no
decrease shall have the effect of shortening the term of any incumbent director
except as provided in Sections 4.3 and 4.4 hereunder. Notwithstanding anything
to the contrary contained within these Bylaws, the number of directors may not
be less than 5 nor more than 15.

     4.3 Vacancies. All vacancies in the Board of Directors shall be filled in
the manner provided in the Corporation's Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein.

     4.4 Removal of Directors. Directors may be removed in the manner provided
in the Corporation's Articles of Incorporation, which provisions are
incorporated herein with the same effect as if they were set forth herein.

     4.5 Regular Meeting. Regular meetings of the Board of Directors or any
committee may be held without notice at the principal place of business of the
Corporation or at such other place or


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places, either within or without the Commonwealth of Pennsylvania, as the Board
of Directors or such committee, as the case may be, may from time to time
designate. The annual meeting of the Board of Directors shall be held without
notice immediately after the adjournment of the annual meeting of stockholders.

     4.6 Special Meetings.

          (a) Special meetings of the Board of Directors may be called at any
time by the President or by a majority of the authorized number of directors, to
be held at the principal place of business of the Corporation or at such other
place or places as the Board of Directors or the person or persons calling such
meeting may from time to time designate. Notice of all special meetings of the
Board of Directors shall be given to each director by five days' service of the
same by telegram, by letter, or personally. Such notice need not specify the
business to be transacted at, nor the purpose of, the meeting.

          (b) Special meetings of any committee may be called at any time by
such person or persons and with such notice as shall be specified for such
committee by the Board of Directors, or in the absence of such specification, in
the manner and with the notice required for special meetings of the Board of
Directors.

     4.7 Quorum. A majority of the Board of Directors shall be necessary at all
meetings to constitute a quorum for the transaction of business and the acts of
a majority of the directors present and voting at a meeting at which a quorum is
present shall be the acts of the Board of Directors. Every director of the
Corporation shall be entitled to one vote.

     4.8 Waiver of Notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.

     4.9 Registering Dissent. A director who is present at a meeting of the
Board of Directors or a committee thereof at which action on a corporate matter
is taken shall be presumed to have assented to such action unless his dissent is
entered in the minutes of the meeting, or unless he files his written dissent to
such action with the person acting as the secretary of the meeting before the
adjournment thereof, or unless he delivers his dissent in writing to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     4.10 Executive, Audit and Other Committees. Standing or special committees
may be appointed from its own number by the Board of Directors from time to
time, and the Board of Directors may from time to time invest such committees
with such powers as it may see fit, subject to such conditions as may be
prescribed by the Board. An Executive Committee may be appointed


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by resolution passed by a majority of the full Board of Directors. It shall have
and exercise all of the authority of the Board of Directors, except in reference
to amending the Amended and Restated Articles of Incorporation, adopting a plan
of merger or consolidation, recommending the sale, lease or exchange or other
dispositions of all or substantially all the property and assets of the
Corporation otherwise than in the usual and regular course of business,
recommending a voluntary dissolution or a revocation thereof, amending these
Bylaws or except as otherwise provided by law. An Audit Committee shall be
appointed by resolution passed by a majority of the full Board of Directors, and
at least a majority of the members of the Audit Committee shall be directors who
are not also officers of the Corporation. The Audit Committee shall recommend
independent auditors to the Board of Directors annually and shall review the
Corporation's budget, the scope and results of the audit performed by the
Corporation's independent auditors and the Corporation's system of internal
control and audit with management and such independent auditors, and such other
duties as may be assigned to it by the Board of Directors. All committees
appointed by the Board of Directors shall keep regular minutes of the
transactions of their meetings and shall cause them to be recorded in books kept
for that purpose in the office of the Corporation. The designation of any such
committee, and the delegation of authority thereto, shall not relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law. A
majority of the Board of Directors shall have the power to change the membership
of any committee of the Board of Directors at any time, to fill vacancies
therein and to discharge any such committee or to remove any member thereof,
either with or without cause, at any time.

     4.11 Remuneration. No stated fee shall be paid to directors, as such, for
their service, but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of such Board; provided, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of standing or special
committees may be allowed like compensation for attending committee meetings.

     4.12 Action by Directors Without a Meeting. Any action which may be taken
at a meeting of the directors, or of a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken or to be
taken, shall be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.

     4.13 Action of Directors by Communications Equipment. Any action which may
be taken at a meeting of directors, or of a committee thereof, may be taken by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time.

     4.14 Chairman of the Board of Directors. The Board of Directors may elect
from among its members a Chairman of the Board and a Vice-Chairman of the Board
of Directors. The Chairman of the Board of Directors (or, in his absence, the
Vice Chairman of the Board, if one has been elected) shall preside at all
meetings of the Board of Directors. The Chairman of the Board



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(and the Vice-Chairman of the Board, if one has been elected) shall perform such
other duties as may be assigned from time to time by the Board of Directors.

                               ARTICLE V. OFFICERS

     5.1 Designations. The officers of the Corporation shall be the Chairman of
the Board, a President, a Secretary and a Treasurer, as well as such Vice
Presidents (including Executive and Senior Vice Presidents), Assistant
Secretaries and Assistant Treasurers as the Board may designate, who shall be
elected for one year by the directors at their first meeting after the annual
meeting of stockholders, and who shall hold office until their successors are
elected and qualify. Any two or more offices may be held by the same person,
except that the offices of President and Secretary may not be held by the same
person.

     5.2 Powers and Duties. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of Directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.

     5.3 Delegation. In the case of absence or inability to act of any officer
of the Corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer or any director or other person whom it may select.

     5.4 Vacancies. Vacancies in any office arising from any cause may be filled
by the Board of Directors at any regular or special meeting of the Board.

     5.5 Other Officers. Directors may appoint such other officers and agents as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     5.6 Term - Removal. The officers of the Corporation shall hold office for a
term of one year and until their successors are chosen and qualify or until such
person's earlier death, resignation or removal. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of Directors,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.

     5.7 Bonds. The Board of Directors may, by resolution, require any and all
of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.



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                      ARTICLE VI. FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the 30th day of September
of each year. The Corporation shall be subject to an annual audit as of the end
of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors or the Audit Committee of the Board of
Directors. The appointment of such accountants shall be subject to annual
ratification by the stockholders.

                       ARTICLE VII. DIVIDENDS AND FINANCE

     7.1 Dividends. Dividends may be declared by the Board of Directors and paid
by the Corporation, subject to the conditions and limitations imposed by the
laws of the Commonwealth of Pennsylvania. The Board of Directors may declare
dividends payable only to stockholders of record at the close of business on any
business day not more than 90 days prior to the date on which the dividend is
paid.

     7.2 Depositories. The monies of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

                              ARTICLE VIII. NOTICES

     Except as may otherwise be required by law, any notice to any stockholder
or director may be delivered personally or by mail. If mailed, the notice shall
be deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.

                                ARTICLE IX. SEAL

     The corporate seal of the Corporation shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors, or by
usage of the officers on behalf of the Corporation.

                          ARTICLE X. BOOKS AND RECORDS

     The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of meetings of its stockholders
and Board of Directors; and it shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar,


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a record of its stockholders, giving the names and addresses of all stockholders
and the number and class of the shares held by each. Any books, records and
minutes may be in written form or any other form capable of being converted into
written form within a reasonable time.

                             ARTICLE XI. AMENDMENTS

     These Bylaws may be altered, amended or repealed only as set forth in the
Corporation's Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein.


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