EXHIBIT 3.3


               ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST
                               AND AMENDMENT TO
                      LIMITED LIABILITY COMPANY AGREEMENT
                                      OF
                             WEST PENN FUNDING LLC


          This Assignment of Limited Liability Company Interest and Amendment
to Limited Liability Company Agreement of West Penn Funding LLC, dated as of
October 20, 1999 (this "Assignment and Amendment Agreement"), is entered into
by and between Carol G. Russ, as the sole member of West Penn Funding LLC, and
West Penn Funding Corporation, a Delaware corporation.

                             W I T N E S S E T H :

          WHEREAS, West Penn Funding LLC (the "Company") has been formed as a
limited liability company under the Delaware Limited Liability Company Act (6
Del.C. ss.18101, et seq.) (the "Act") pursuant to a Certificate of Formation
of the Company, as filed in the office of the Secretary of State of the State
of Delaware on May 26, 1999, and a Limited Liability Company Agreement of the
Company, dated as of May 26, 1999 (the "Agreement");

          WHEREAS, Carol G. Russ is the sole member of the Company;

          WHEREAS, Carol G. Russ desires to assign, transfer and convey all of
her limited liability company interest in the Company as a member of the
Company (the "Interest") to

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West Penn Funding Corporation, and Carol G. Russ desires to resign from the
Company as a member of the Company; WHEREAS, West Penn Funding Corporation
desires to purchase the Interest presently held by Carol G. Russ, and West
Penn Funding Corporation desires to be admitted to the Company as a substitute
member of the Company; and

          WHEREAS, the undersigned, to accomplish the foregoing, desire to
amend the Agreement in the manner set forth herein.

          NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein, does hereby agree as follows:

          1. Assignment. Notwithstanding any provision in the Agreement to the
contrary, for value received, the receipt and sufficiency of which are hereby
acknowledged, upon the execution of this Assignment and Amendment Agreement by
the parties hereto, Carol G. Russ does hereby assign, transfer and convey the
Interest to West Penn Funding Corporation.

          2. Admission. Notwithstanding any provision in the Agreement to the
contrary, contemporaneously with the assignment described in paragraph 1 of
this Assignment and Amendment Agreement, West Penn Funding Corporation shall
be admitted to the Company as a substitute member of the Company.


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          3. Resignation. Notwithstanding any provision in the Agreement to
the contrary, immediately following the admission of West Penn Funding
Corporation as a substitute member of the Company, Carol G. Russ shall and
does hereby resign from the Company as a member of the Company, and shall
thereupon cease to be a member of the Company, and shall thereupon cease to
have or exercise any right or power as a member of the Company.

          4. Continuation of the Company. The parties hereto agree that the
assignment of the Interest, the admission of West Penn Funding Corporation as
a substitute member of the Company and the resignation of Carol G. Russ as a
member of the Company shall not dissolve the Company and that the business of
the Company shall continue.

          5. Books and Records. The member of the Company shall take all
actions necessary under the Act and the Agreement, including causing the
amendment of the Agreement, to evidence the resignation of Carol G. Russ from
the Company as a member of the Company and the admission of West Penn Funding
Corporation to the Company as a member of the Company.

          6. Future Cooperation. Each of the parties hereto agrees to
cooperate at all times from and after the date hereof with respect to all of
the matters described herein, and to execute such further assignments,
releases,

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assumptions, amendments of the Agreement, notifications and other documents as
may be reasonably requested for the purpose of giving effect to, or evidencing
or giving notice of, the transactions contemplated by this Assignment and
Amendment Agreement.

          7. Contribution. West Penn Funding Corporation has paid $1 to Carol
G. Russ for the Interest.

          8. Binding Effect. This Assignment and Amendment Agreement shall be
binding upon, and shall enure to the benefit of, the parties hereto and their
respective successors and assigns.

          9. Execution in Counterparts. This Assignment and Amendment
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.

          10. Agreement in Effect. Except as hereby amended, the Agreement
shall remain in full force and effect.

          11. Governing Law. This Assignment and Amendment Agreement shall be
governed by, and interpreted in accordance with, the laws of the State of
Delaware, all rights and remedies being governed by such laws.

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          IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Amendment Agreement to be duly executed as of the day and year first above
written.

                                              --------------------------------
                                              Carol G. Russ



                                              WEST PENN FUNDING CORPORATION



                                              By:  ____________________________
                                                   Name:
                                                   Title:

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