BY-LAWS
                       As Amended April 27, 1995


                               ARTICLE I
                          Board of Directors

     SECTION 1.     The Board of Directors shall consist of not less
than two and not more than twelve persons to be elected by the
shareholders as herein provided, the exact number to be determined from
time to time by proper resolution of the Board of Directors. The
Directors shall be classified with respect to the time during which
they shall severally hold office, by dividing them into three classes,
each consisting as nearly as possible of the same number of Directors.
At each annual meeting of the shareholders, Directors in the number for
those whose terms then expire shall be elected to serve for terms of
three years, except that the number of Directors to be elected to such
terms shall be adjusted if the number of Directors shall have been
decreased as provided herein so as to eliminate the place of a Director
whose term then expires.

     Nominations for election to the Board of Directors may be made by
the Board of Directors or by any shareholder of the Corporation
entitled to notice of, and to vote at, any meeting called for the
election of Directors. Nominations, other than those made by or on
behalf of the Board of Directors of the Corporation, shall be noticed
in writing and shall be received by the Secretary of the Corporation
not later than (i) with respect to an election of directors to be held
at an annual meeting of shareholders, ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting, and (ii)
with respect to an election of directors to be held at a special
meeting of shareholders, the close of business on the fifteenth (15th)
day following the date on which notice of such meeting is first given
to shareholders or public disclosure of the meeting is made. Such
notification shall contain the following information to the extent
known to the notifying shareholder: (a) the name and residence address
of each proposed nominee and of the notifying shareholder; (b) the
principal occupation of each proposed nominee; (c) a representation
that the notifying shareholder intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the
notice; (d) the total number of shares of the Corporation that will be
voted for each proposed nominee; (e) the total number of shares of the
Corporation owned by the notifying shareholder; (f) a description of
all arrangements or understandings between the notifying shareholder
and each nominee and any other person or persons (naming such person or
persons) relating to such nomination or nominations by the notifying
shareholder; (g) such other information regarding each nominee proposed
by such shareholder as would be required to be included in a proxy
statement filed with the Securities and Exchange Commission; and (h)
the consent of each nominee to serve as a director of the Corporation
if so elected. If the information submitted to the Corporation within
the time prescribed above is determined by the Chairman of the Board of
the Corporation to be deficient in any manner, the Chairman shall
advise the notifying shareholder in writing of such deficiencies not


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later than the close of business on the fifth (5th) day following the
date that the Corporation first received written notice of the
nomination made by the notifying shareholder. The notifying shareholder
must thereafter cure such deficiencies by sending a revised
notification to the Secretary of the Corporation setting forth the
required information which must be received by the Secretary in writing
not later than the fifth (5th) day following the date that the
notifying shareholder received notice from the Corporation of the
deficiencies in the notifying shareholder's written nomination.
Notwithstanding the above, these nominating procedures shall not apply
to any special meeting of the shareholders of the Corporation called
for the election of directors for which notice of the meeting was not
given to shareholders at least twenty (20) days prior to the meeting.
The chairman may disregard and refuse to recognize any nomination
determined by him not to have been made in accordance with the
foregoing procedures.

     If a vacancy occurs in the Board of Directors from any cause,
including any increase in the number of Directors in the manner
prescribed in this Section, a majority of the remaining members of the
Board of Directors, though less than a quorum, shall have the power to
elect a Director to fill such vacancy to serve for the balance of the
unexpired term of the vacating director and until his or her successor
has been elected and qualified.

     In the case of an increase in the number of Directors in the
manner specified in this Section, the additional offices so created
shall be assigned by the Board of Directors to the appropriate class so
that the three classes shall continue to consist, as nearly as
possible, of the same number of Directors.
     At any shareholders' meeting at which Directors are to be elected,
separate elections shall be held for the Directors of each class then
to be elected.

     The Directors shall hold office during the terms for which they
have been elected and until their successors are elected and qualified.

     SECTION 2.     The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate one or more committees,
each committee to consist of two or more of the Directors of the
Corporation. Standing committees shall include the Audit and Finance
Committee and the Compensation and Nominating Committee, each of which
shall be comprised exclusively of Directors who are not current
employees of the Corporation.
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     SECTION 3.     The Board of Directors, as soon as reasonably
possible after each annual meeting of shareholders, shall hold a
meeting to organize, elect officers of the Corporation and transact
other business.

     Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined
by the Board of Directors and may be adjourned by the members present
to any other time and place.

     Special meetings may be called at any time by the chief executive
officer or any two members of the Board of Directors upon at least 24
hours' notice, which need not be in writing.

     A majority of the Directors in office shall constitute a quorum
for the transaction of business.

     If all the Directors shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall
be as valid corporate action as though it had been authorized at a
meeting of the Board of Directors.

     One or more Directors may participate in a meeting of the Board of
Directors, or of a committee thereof, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other.

     SECTION 4.     The Board of Directors shall have the right to
adopt such rules and regulations for the conduct of business, and from
time to time alter and amend the same, as to them may seem proper.

     SECTION 5.     The Board of Directors (or the Compensation
Committee by delegation from the Board), shall fix the compensation of
the officers of the Corporation and such other employees who are
designated by the Board of Directors as holding major positions of
authority in the Corporation.


                              ARTICLE II
                               Officers

     SECTION 1.     The officers of the Corporation to be elected by
the Board of Directors shall consist of a Chairman, one or more Vice
Chairman (any one or more of whom may have added to his title another
word or words specially designating the further powers and duties
assigned to that officer), a President, one or more Vice Presidents
(any one or more of whom may be designated an Executive Vice President,
Senior Vice President, Group Vice President or have added to his title
another word or words specifically designating the further powers and
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duties assigned to that officer), a Treasurer, a Controller and a
Secretary, who shall hold office until their respective successors are
duly elected and qualified or until the earlier death, resignation or
removal from office of any of them.

     SECTION 2.     Subordinate officers to be appointed by the Board
of Directors shall include one or more assistant secretaries and one or
more assistant treasurers.


                              ARTICLE III
                        Duties of the Chairman

     SECTION 1.     The Chairman, who shall be elected from among the
Directors, shall preside at all meetings of the shareholders and of the
Board of Directors at which he shall be present.


                              ARTICLE IV
                      Duties of the Vice Chairmen

     SECTION 1.     The Vice Chairmen, who shall be elected from among
the Directors, shall perform such duties as shall be prescribed time to
time by the Board of Directors or the chief executive officer.


                               ARTICLE V
                        Duties of the President

     SECTION 1.     The President, who shall be elected from among the
Directors, shall be the chief executive officer of the Corporation, and
be subject to the control of the Board of Directors, shall be in
general and active charge of the business affairs of the Corporation,
shall establish the various Divisions and units of the Corporation, and
shall appoint and designate the duties of the Managers of Divisions of
the Corporation.  In the absence or inability to act of the President,
the officer or officers designated from time to time by the Board of
Directors shall perform the duties pertaining to the office of
President.


                              ARTICLE VI
                     Duties of the Vice Presidents

     SECTION 1.     The Vice Presidents shall perform such duties as
shall be prescribed from time to time by the Board of Directors or the
chief executive officer.

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                              ARTICLE VII
                        Duties of the Secretary

     SECTION 1.     The Secretary shall, under the direction of the
chief executive officer, record the proceeding of all meetings of the
Board of Directors and of the shareholders for presentation in a
suitable book. The Secretary shall notify the shareholders of all
annual and special meetings and the members of the Board of Directors
of all special meetings, have charge of the corporate seal and perform
all the duties which are customary and incident to the office of
Secretary of like companies.


                             ARTICLE VIII
                        Duties of the Treasurer

     SECTION 1.     The Treasurer shall, under the direction of the
Vice President in charge of financial affairs, have general charge of
the funds of the Corporation and shall make such reports of the
receipts and disbursements in such form and manner as the Board of
Directors may direct. He shall if so directed by the chief executive
officer, attend any or all meetings of the Board of Directors and
report on his activities as the chief executive officer may prescribe.


                              ARTICLE IX
                       Duties of the Controller

     SECTION 1.     The Controller shall, under the direction of the
Vice President in charge of financial affairs, maintain adequate
records of all assets, liabilities and transactions of the Corporation;
cause adequate audits to be currently and regularly made; prepare
financial, cost and tax reports and other reports of a financial and
accounting nature required by governmental agencies; and in conjunction
with other officers and heads of departments initiate and enforce
controls and procedures whereby the business of the Corporation shall
be conducted with the maximum of efficiency and economy.  He shall, if
so directed by the chief executive officer, attend any or all meetings
of the Board of Directors and report on his activities as the chief
executive officer may prescribe.

                               ARTICLE X
                      Checks, Notes and Contracts

     SECTION 1.     All checks drawn upon the funds of the Corporation
and all promissory notes, drafts, bills of exchange or other negotiable
instruments shall be signed in the name of the Corporation by such
person or persons as the Board of Directors may from time to time
designate.

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     SECTION 2.      All written contracts other than those mentioned
in Section 1 of this Article shall be signed in the name of the
Corporation by the Chairman or a Vice Chairman or the President or a
Vice President, unless otherwise directed by the Board of Directors.


                              ARTICLE XI
                               Elections

     SECTION 1.     In elections of directors by shareholders, voting
need not be by ballot unless required by vote of the shareholders
before the voting for election of directors begins.

     Election of officers shall be in such manner as a majority of the
Directors present and voting at a duly organized meeting may determine.


                              ARTICLE XII
                                Offices

     SECTION 1.     The registered office of the Corporation shall be
in the City of Pittsburgh, County of Allegheny, State of Pennsylvania,
but the Board of Directors may establish another office or other
offices at any place or places in the state of Pennsylvania or
elsewhere.


                             ARTICLE XIII
                                 Seal

     SECTION 1.     The seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its creation, the name
of the State under whose laws it was created and the words "Corporate
Seal".


                              ARTICLE XIV
                     Meetings of the Shareholders

     SECTION 1.     Meetings of the shareholders may be held at such
places within or without the State of Pennsylvania as may be fixed by
the Board of Directors.

     The annual meeting of the shareholders of the Corporation for the
election of Directors shall be held on such date and at such time and
place as may be fixed from time to time by the Board of Directors,
provided, however, that in fixing the date, time and place of said
meeting the Board of Directors shall comply with all applicable
statutes and regulations as well as the rules of the New York Stock
Exchange.

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     SECTION 2.     Special meetings of the shareholders may be called
at any time by the Board of Directors, the Chairman of the Board or the
President of the Corporation. Notice shall be given by the Secretary of
the time and place of holding the annual and any special meeting of the
shareholders by mailing such notice to the addresses of said
shareholders, as shown by the share register or the records of the
Corporation, at least five days prior to the date of the meeting,
except when a longer period of notice is required by law.

     SECTION 3.     Unless otherwise provided in a resolution of the
Board of Directors with respect to any meeting of shareholders and
stated in the notice of the meeting, the presence of shareholders
entitled to cast at least a majority of the votes that all shareholders
are entitled to cast on a particular matter to be acted upon at the
meeting shall constitute a quorum for purposes of consideration and
action on the matter. If no quorum be present at any meeting so called,
the holders of less than a majority of said shares may meet and adjourn
the meeting from time to time until a quorum be present or until action
may be taken in the absence of a quorum in the manner prescribed by
law.

                              ARTICLE XV
                          Share Certificates

     SECTION 1.     Share certificates shall be issued to the
shareholders and transfers thereof shall be made by a transfer agent,
if one or more transfer agents are appointed by the Board of Directors,
otherwise by the Secretary or Assistant Secretary. Transfers shall be
made in person or by power of attorney on the books of the Corporation
on the surrender of the certificates. The share certificates shall be
signed by the Chairman, the President or a Vice President or other
officer designated by the Board of Directors, countersigned by the
Treasurer or Assistant Treasurer or other officers designated by the
Board of Directors and sealed with the seal of the Corporation.

     One or more transfer agents and registrars of the shares of stock
of the Corporation may be appointed by the Board of Directors. The
signatures, countersignatures, and seal, or any of them on the share
certificates may be executed in facsimile, engraved or printed,
provided that the share certificates are signed or countersigned by a
corporate transfer agent or by a corporate registrar other than the
Corporation itself, appointed by the Board of Directors.

                              ARTICLE XVI
                             Resignations

     SECTION 1.     Any Director or officer may resign his office at
any time, such resignation to be in writing and to take effect from the
time of its receipt by the corporation, unless some time be fixed in
the said resignation, and then from that time. The acceptance of a
resignation shall not be required to make it effective.

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                             ARTICLE XVII
                            Indemnification

     SECTION 1.     The Corporation shall indemnify every person who is
or was a party or is threatened to be made a party to or is involved
(as a witness or otherwise) in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether or not by or in the right of the Corporation
or otherwise (hereafter a "proceeding"), by reason of the fact that he
or she is or was a Director or officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a Director,
officer or trustee or employee of another corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, or by reason of any action alleged
to have been taken or not taken by him or her while acting in any such
capacity, against expenses (including attorneys' fees) and all
liability and loss, including  judgments,  fines,  ERISA  excise  taxes
and  penalties and amounts paid or to be paid in settlement (whether
with or without court approval), actually and reasonable incurred by
him or her in connection with such threatened, pending or completed
action, suit or proceeding, except to the extent prohibited by law as
the same exists or may hereafter be amended (except in the case of any
such amendment which has the effect of narrowing indemnification rights
that the Corporation was permitted to provide prior to such amendment);
provided, however, that except with respect to claims described in
Section 2 hereof, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof), initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
Subject to the foregoing indemnification, the right to indemnification
conferred in this Section shall include the right to be paid by the
Corporation expenses incurred; provided, however, that to the extent
required by law, the payment of such expenses in advance of the final
disposition of a proceeding shall be made only upon receipt of an
undertaking by or on behalf of such person to repay such amounts if it
shall ultimately be determined that he or she is not entitled to be
indemnified under this Article or otherwise.

     SECTION 2.     If a claim under Section 1 is not paid in full by
the Corporation within forty-five (45) days after a written claim has
been received by the Corporation, the claimant may, at any time
thereafter, bring suit against the Corporation to recover the unpaid
amount of the claim. The claimant shall also be entitled to be paid the
expenses of prosecuting such claim to the extent he or she is
successful in whole or in part on the merits or otherwise in
establishing his or her right to indemnification or to the advancement
of expenses.


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     SECTION 3.     The right to indemnification, including the right
to the advancement of expenses, conferred in this Article shall not be
exclusive of any other rights to which a person seeking indemnification
or advancement of expenses hereunder may be entitled under any by-law,
agreement, vote of shareholders, or directors or otherwise, both as to
action in his or her official capacity and as to action in any other
capacity while holding that office.

     SECTION 4.     The Corporation may create a fund of any nature,
which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations, including its obligation to advance expenses, whether
arising under or pursuant to this Article or otherwise.

     SECTION 5.     The Corporation shall have the express authority to
enter into such agreements as the Board of Directors deem appropriate
for the indemnification of, including the advancement of expenses to,
present or future Directors, officers and employees of the Corporation
in connection with their service to, or status with, the Corporation or
any other corporation, partnership, joint venture, trust or other
enterprise, including any employee benefit plan, for whom such person
is serving at the request of the Corporation.

     SECTION 6.     The right to indemnification, including the right
to the advancement of expenses provided herein, shall be a contract
right, shall continue as to a person who has ceased to be a director,
officer, employee, or to serve in any other of the capacities described
herein, and shall inure to the benefit of the heirs, executors and
administrators of such person. Notwithstanding any amendment,
alteration or repeal of this Article or any of its provisions or the
adoption of any provision inconsistent with this Article or any of its
provisions, any person who is or was a director, officer or employee or
is or was serving at the request of the Corporation as a director,
officer, employee, or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, shall be entitled to
indemnification, including the right to the advancement of expenses, in
accordance with the provisions hereof and thereof with respect to any
action taken or omitted prior to such amendment, alteration or repeal
or the adoption of such inconsistent provision except to the extent
such amendment, alteration, repeal or inconsistent provisions provides
broader rights with respect to indemnification, including the
advancement of expenses, than the Corporation was permitted to provide
prior to the amendment, alteration, repeal, or the adoption of such
inconsistent provision or to the extent otherwise prescribed by law.

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                             ARTICLE XVIII
          By-Laws--Adoption, Alteration, Amendment and Repeal

     SECTION 1.     The By-Laws of the Corporation may be adopted,
altered, amended or repealed by a majority vote of the shareholders
present and voting at any regular or special meeting duly convened
after notice to the shareholders of that purpose or by a majority vote
of the members of the Board of Directors present and voting at any
regular or special meeting, subject always to the power of the
shareholders to change any such action taken by the Board of Directors.


                              ARTICLE XIX
                   Limitation on Director Liability

     SECTION 1.     A director of the Corporation shall not be
personally liable for monetary damages for any action taken or failure
to take any action unless the director has breached or failed to
perform the duties of his office under Section 8363 of the Directors'
Liability Act and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness; provided, however,
that the foregoing provision shall not eliminate or limit the liability
of a director (i) for any responsibility or liability of such director
pursuant to any criminal statute, or (ii) for any liability of a
director  for  the  payment  of taxes pursuant to local, State or
Federal law. This Article XIX shall not apply to any actions filed
prior to January 27, 1987 or to any breach of performance of duty or
any failure of performance of duty by any director occurring prior to
January 27, 1987.

     SECTION 2.     Notwithstanding any other provision of law, the
Articles of Incorporation or the By-Laws of the Corporation, the
affirmative vote of shareholders entitled to cast at least a majority
of the votes which all shareholders would be entitled to cast in an
annual election of directors (or such greater percentage of votes as
shall be required by law) shall be required to adopt any amendment,
alteration or repeal of, or to adopt any provision inconsistent with,
this Article XIX or any of its provision, including this Section 2.
Neither the repeal or modification of this Article XIX or any of its
provisions nor the adoption of any provision inconsistent with this
Article XIX or any of its provisions shall adversely affect any
limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification or the adoption of
such inconsistent provision.

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                              ARTICLE XX
   Applicability of Certain provisions of the Pennsylvania Business
                            Corporation Law

     SECTION 1.     Subchapters G (relating to Control Share
Acquisitions), H (relating to Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control), I (relating to
Severance Compensation for Employees Terminated Following Certain
Control-Share Acquisitions), and J (relating to the Status of Labor
Contracts Following Certain Business Combination Transactions) of
Chapter 25 of the Pennsylvania Business Corporation Law shall not be
applicable to the Corporation.