EXHIBIT 3.2 - AMENDED BYLAWS OF PULASKI BANCORP, INC.









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                                    BYLAWS OF
                              PULASKI BANCORP, INC.

                               ARTICLE I. DOMICILE

         The domicile of Pulaski  Bancorp,  Inc. (the "Holding  Company") is 130
Mountain  Avenue,  Springfield,  in the  County  of  Union,  in the State of New
Jersey.

                            ARTICLE II. SHAREHOLDERS

        Section  l.  Place of  Meetings.  All annual  and  special  meetings  of
shareholders  shall be held at the home office of the Holding Company or at such
other convenient place as the board of directors may determine.

        Section 2. Annual Meeting.  A meeting of the shareholders of the Holding
Company  for the  election of  directors  and for the  transaction  of any other
business of the Holding Company shall be held annually within 150 days after the
end of the  Holding  Company's  fiscal  year which  shall be,  unless  otherwise
specified by the Board,  the fourth Friday of April if not a legal holiday,  and
if a legal holiday, then on the next day following which is not a legal holiday,
at 10:00 a.m., or at such other date and time within such 150-day  period as the
board of directors may determine.

        Section 3. Special  Meetings.  Special  meetings of the shareholders for
any purpose or purposes,  unless otherwise  prescribed by the regulations of the
Office of Thrift Supervision ("OTS") or the Federal Stock Charter of the Holding
Company,  may be called only by the board of directors  pursuant to a resolution
adopted by a majority of the total number of directors that the Holding  Company
would have if there were no vacancies on the Board of Directors (hereinafter the
"Whole Board").

        Section 4. Conduct of  Meetings.  Annual and special  meetings  shall be
conducted by the chairman of the annual or special  meeting in  accordance  with
the  written  procedures  agreed  to by the  board of  directors  . The board of
directors  shall  designate,  when present,  either the chairman of the board or
president to preside at such meetings.

        Section 5. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and the  purpose(s) for which the meeting is called shall be
delivered  not  fewer  than 20 nor  more  than 50 days  before  the  date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president,  the secretary,  or the directors calling the meeting,
to each shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the mail,  addressed to
the  shareholder  at the  address as it appears on the stock  transfer  books or
records of the Holding  Company as of the record date prescribed in Section 6 of
this Article II, with postage prepaid.  When any shareholders'  meeting,  either
annual or special,  is adjourned  for 30 days or more,  notice of the  adjourned
meeting  shall be given as in the case of an original  meeting.  It shall not be
necessary to give any notice of the time and place of any meeting  adjourned for
less than 30 days or of the business to be transacted at the meeting, other than
an announcement at the meeting at which such adjournment is taken.

        Section  6.  Fixing of  Record  Date.  For the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination  of shareholders  for any other proper purpose,
the board of  directors  shall fix in advance a date as the record  date for any
such
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determination of  shareholders.  Such date in any case shall be not more than 60
days and, in case of a meeting of shareholders,  not fewer than 10 days prior to
the date on  which  the  particular  action,  requiring  such  determination  of
shareholders, is to be taken; provided, however, that if no record date is fixed
by the Board of Directors, the record date for determining shareholders entitled
to notice of or to vote at a meeting  of  shareholders  shall be at the close of
business  on the day next  preceding  the day on which  notice  is given  or, if
notice is waived,  at the close of business on the next day preceding the day on
which the meeting is held, and, for determining shareholders entitled to receive
payment of any  dividend  or other  distribution  or  allotment  or rights or to
exercise any rights of change,  conversion or exchange of stock or for any other
purpose,  the record  date shall be at the close of business on the day on which
the  Board  of  Directors  adopts  a  resolution   relating   thereto.   When  a
determination  of  shareholders  entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment.

        Section 7. Voting  Lists.  At least 20 days  before each  meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Holding  Company  shall make a complete  list of the  shareholders
entitled to vote at such meeting,  or any adjournment,  arranged in alphabetical
order,  with the  address  and the number of shares  held by each.  This list of
shareholders shall be kept on file at the home office of the Holding Company and
shall be subject to  inspection  by any  shareholder  at any time  during  usual
business hours,  for a period of 20 days prior to such meeting.  Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the  inspection  by any  shareholder  during  the entire  time of the
meeting.  The original stock transfer book shall constitute prima facie evidence
of the  shareholders  entitled to examine such list or transfer books or to vote
at any meeting of shareholders.

        In lieu of making the  shareholder  list  available  for  inspection  by
shareholders as provided in the preceding paragraph,  the board of directors may
elect to follow the  procedures  prescribed in the OTS's  Regulations  as now or
hereafter in effect.

        Section 8. Quorum.  A majority of the outstanding  shares of the Holding
Company entitled to vote,  represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders.  If less than a majority of the outstanding
shares is represented at a meeting,  a majority of the shares so represented may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The shareholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders  to  constitute  less than a quorum.  If a quorum is  present,  the
affirmative  vote of the majority of the shares  represented  at the meeting and
entitled to vote on the  subject  matter  shall be the act of the  shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the Holding Company's charter. Directors, however,
are elected by a plurality of the votes cast at an election of directors.

        Section 9. Proxies.  At all meetings of shareholders,  a shareholder may
vote by proxy executed in writing by the  shareholder or by his duly  authorized
attorney in fact. Proxies may be given  telephonically or electronically as long
as the holder uses a procedure for  verifying  the identity of the  shareholder.
Proxies  solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.

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        Section 10.  Voting of Shares in the Name of Two or More  Persons.  When
ownership  stands in the name of two or more persons,  in the absence of written
directions  to the  Holding  Company  to the  contrary,  at any  meeting  of the
shareholders  of the Holding  Company any one or more of such  shareholders  may
cast, in person or by proxy,  all votes to which such ownership is entitled.  In
the event an attempt is made to cast  conflicting  votes, in person or by proxy,
by the several  persons in whose names shares of stock stand,  the vote or votes
to which those  persons are entitled  shall be cast as directed by a majority of
those  holding  such and present in person or by proxy at such  meeting,  but no
votes shall be cast for such stock if a majority cannot agree.

        Section 11. Voting of Shares by Certain Holders.  Shares standing in the
name of another  corporation may be voted by any 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,  but no trustee  shall be  entitled  to vote shares held by him without a
transfer of such  shares into his name.  Shares held in trust in an IRA or Keogh
Account,  however,  may be voted by the holding company if no other instructions
are  received.  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 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  shareholder  whose shares are pledged  shall be entitled to vote such
shares until the shares have been  transferred  into the name of the pledgee and
thereafter the pledgee, shall be entitled to vote the shares so transferred.

        Neither  treasury  shares of its own stock held by the Holding  Company,
nor shares held by another corporation,  if a majority of the shares entitled to
vote for the  election of directors  of such other  corporation  are held by the
Holding  Company,  shall be voted at any meeting or counted in  determining  the
total  number  of  outstanding  shares  at any given  time for  purposes  of any
meeting.

        Section 12. No Cumulative Voting.  Each holder of shares of common stock
shall be entitled to one vote for each share held by such  holder.  No holder of
such shares shall be entitled to cumulative voting for any purpose.

        Section  13.  Inspectors  of  Election.  In  advance  of any  meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any  adjournment.
The  number of  inspectors  shall be either one or three.  Any such  appointment
shall not be  altered at the  meeting.  If  inspectors  of  election  are not so
appointed,  the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes  represented at the meeting  shall,  make
such  appointment at the meeting.  If appointed at the meeting,  the majority of
the votes  present shall  determine  whether one or three  inspectors  are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses  to act,  the  vacancy  may be  filled  by  appointment  by the board of
directors  in advance of the  meeting,  or at the meeting by the chairman of the
board or the president.

        Unless  otherwise  prescribed by  regulations  of the OTS, the duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares

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represented  at the meeting,  the existence of a quorum,  and the  authenticity,
validity and effect of proxies;  receiving votes, ballots, or consents;  hearing
and  determining  all  challenges and questions in any way arising in connection
with  the  rights  to vote;  counting  and  tabulating  all  votes or  consents;
determining  the result;  and such acts as may be proper to conduct the election
or vote with fairness to all shareholders.

        Section 14. Nominating Committee.  The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver written  nominations to the secretary at least 30 days prior to the date
of the annual  meeting.  Upon delivery,  such  nominations  shall be posted in a
conspicuous  place in each office of the Holding  Company.  No  nominations  for
directors  except those made by the nominating  committee shall be voted upon at
the annual meeting unless other  nominations by shareholders are made in writing
and delivered to the secretary of the Holding  Company at least 30 days prior to
the date of the annual meeting. Upon delivery,  such nominations shall be posted
in a conspicuous  place in each office of the Holding  Company.  Ballots bearing
the  names  of  all  persons  nominated  by  the  nominating  committee  and  by
shareholders  shall be provided for use at the annual meeting.  However,  if the
nominating  committee  shall fail or refuse to act at least 30 days prior to the
annual  meeting,  nominations for directors may be made at the annual meeting by
any shareholder entitled to vote and shall be voted upon.

        Section 15. New  Business.  At any annual  meeting of the  shareholders,
only such  business  shall be conducted  as shall have been  brought  before the
meeting  (i) by or at the  direction  of the Board of  Directors  or (ii) by any
stockholder of the Holding  Company who is entitled to vote with respect thereto
and who complies  with the notice  procedures  set forth in this Section 15. For
business to be properly  brought before an annual meeting by a stockholder,  the
business must relate to a proper subject matter for  stockholder  action and the
stockholder must have given timely notice thereof in writing to the Secretary of
the Holding Company.  To be timely, a stockholder's  notice must be delivered or
mailed to and received at the principal executive offices of the Holding Company
not  less  than  ninety  (90)  days  prior to the  date of the  annual  meeting;
provided,  however,  that in the event that less than one  hundred  (100)  days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders,  notice by the stockholder to be timely must be received not later
than the  close of  business  on the 10th day  following  the day on which  such
notice of the date of the annual  meeting was mailed or such  public  disclosure
was made. A  stockholder's  notice to the  Secretary  shall set forth as to each
matter such stockholder proposes to bring before the annual meeting: (i) 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,  (ii) the name
and address,  as they appear on the Holding  Company's books, of the stockholder
proposing  such  business,  (iii) the class and number of shares of the  Holding
Company's  capital stock that are  beneficially  owned by such  stockholder and,
(iv) any material interest of such stockholder in such business. Notwithstanding
anything in these Bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance  with the provisions of this
Section 15. The Officer of the Holding  Company or other person  presiding  over
the annual meeting shall, if the facts so warrant,  determine and declare to the
meeting that business was not properly  brought before the meeting in accordance
with the provisions of this Section 15 and, if he should so determine,  he shall
so declare to the meeting and any such business so determined to be not properly
brought before the meeting shall not be transacted.


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        At any special meeting of the shareholders,  only such business shall be
conducted as shall have been brought  before the meeting by or at the  direction
of the Board of Directors.

        Section 16.  Informal Action by  Shareholders.  Subject to the rights of
the holders of any class or series of  preferred  stock of the Holding  Company,
any action required or permitted to be taken by the  shareholders of the Holding
Company must be effected at an annual or special  meeting of shareholders of the
Holding  Company  and may not be  effected  by any  consent  in  writing by such
shareholders.

                         ARTICLE III. BOARD OF DIRECTORS

        Section l.  General  Powers.  The  business  and  affairs of the Holding
Company  shall be under the  direction of its board of  directors.  The board of
directors  shall  annually  elect a chairman of the board and a  president  from
among its members and shall designate,  when present, either the chairman of the
board or the president to preside at its meetings.

        Section 2.  Number and Term.  The board of  directors  shall  consist of
seven (7) members  and shall be divided  into three  classes as nearly  equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are  elected and  qualified.  One class
shall be elected by ballot annually.

        Section 3. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual  meeting of  shareholders.  The board of directors may
provide,  by  resolution,  the time and place,  for the  holding  of  additional
regular  meetings  without  other  notice than such  resolution.  Directors  may
participate  in  a  meeting  by  means  of a  conference  telephone  or  similar
communications  device  through  which all persons  participating  can hear each
other at the same time. Participation by such means shall constitute presence in
person for all purposes.

        Section  4.  Qualification.  Each  director  shall  at all  times be the
beneficial  owner of not less than 100  shares of capital  stock of the  Holding
Company  unless the Holding  Company is a wholly owned  subsidiary  of a holding
company.

        Section 5. Special Meetings.  Special meetings of the board of directors
may be called by or at the request of the chairman of the board,  the  president
or by three of the directors. The persons authorized to call special meetings of
the board of directors  may fix any place,  as the place for holding any special
meeting of the board of directors called by such persons.

        Members of the board of directors may participate in special meetings by
means of conference telephone,  or by means of similar communications  equipment
by which all  persons  participating  in the  meeting can hear and speak to each
other. Such participation shall constitute presence in person for all purposes.

        Section 6. Notice.  Written notice of any special meeting shall be given
to each director at least 24 hours prior thereto when delivered personally or by
telegram,  or at least 48 hours  prior  thereto  when  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the mail so  addressed,  with postage
prepaid  if  mailed,  or when  delivered  to the  telegraph  company  if sent by
telegram. Any director may

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waive  notice  of any  meeting  by a  writing  filed  with  the  secretary.  The
attendance  of a director at a meeting  shall  constitute  a waiver of notice of
such meeting,  except where a director attends a meeting for the express purpose
of  objecting  to the  transaction  of any  business  because the meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose  of, any  meeting of the board of  directors  need be  specified  in the
notice or waiver of notice of such meeting.

        Section 7.  Quorum.  A  majority  of the  number of  directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  board of  directors,  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.

        Section 8. Manner of Acting.  The act of the  majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of directors,  unless a greater number is prescribed by regulation of the OTS or
by these bylaws.

        Section 9. Action Without a Meeting. Any action required or permitted to
be taken by the board of directors  at a meeting may be taken  without a meeting
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the directors.

        Section 10. Resignation.  Any director may resign at any time by sending
a written notice of such  resignation to the home office of the Holding  Company
addressed to the chairman of the board or secretary.  Unless otherwise specified
such resignation  shall take effect upon receipt by the chairman of the board or
president.  More than three  consecutive  absences from regular  meetings of the
board of  directors,  unless  excused by  resolution  of the board of directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.

        Section 11.  Vacancies.  Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining  directors,
although  less than a quorum of the board of  directors.  A director  elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders.  Any directorship to be filled by reason of an increase in the
number of directors  may be filled by election by the board of  directors  for a
term of office  continuing  only until the next  election  of  directors  by the
shareholders.

        Section 12. Compensation.  Directors,  as such, may receive a stated fee
for their services. By resolution of the board of directors,  a reasonable fixed
sum, and reasonable  expenses of  attendance,  if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special  committees may be allowed such  compensation  for
actual attendance at committee meetings as the board of directors may determine.

        Section 13. Presumption of Assent. A director of the Holding Company who
is present at a meeting of the board of directors at which action on any Holding
Company  matter is taken shall be presumed to have  assented to the action taken
unless his dissent or abstention  shall be entered in the minutes of the meeting
or unless he shall file a written  dissent to such action with the person acting
as the secretary of the meeting before the adjournment  thereof or shall forward
such dissent by registered  mail to the secretary of the Holding  Company within
five days after the date a copy of the minutes of the meeting is received.  Such
right to  dissent  shall  not  apply to a  director  who  voted in favor of such
action.

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        Section 14. Removal of Directors.  At a meeting of  shareholders  called
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then  entitled to vote at an election
of  directors.  Whenever  the holders of the shares of any class are entitled to
elect one or more  directors by the  provisions  of the Charter or  supplemental
sections thereto,  the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding  shares of that class and not to the vote of the outstanding  shares
as a whole.



                   ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

        Section l. Appointment. The board of directors, by resolution adopted by
a majority of the full board, may designate the chief executive  officer and two
or more of the  other  directors  to  constitute  an  executive  committee.  The
designation  of any committee  pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors,  or any director,
of any responsibility imposed by law or regulation.

        Section  2.  Authority.  The  executive  committee,  when  the  board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors  except to the extent,  if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the  executive  committee  shall  not have the  authority  of the  board of
directors with reference to: the declaration of dividends;  the amendment of the
Charter or bylaws of the Holding Company,  or recommending to the shareholders a
plan  of  merger,  consolidation,  or  conversion;  the  sale,  lease  or  other
disposition  of all or  substantially  all of the  property  and  assets  of the
Holding Company  otherwise than in the usual and regular course of its business;
a voluntary  dissolution  of the Holding  Company;  a  revocation  of any of the
foregoing; or the approval of a transaction in which any member of the executive
committee, directly or indirectly, has any material beneficial interest.

         Section  3.  Tenure.  Subject  to the  provisions  of Section 8 of this
Article IV, the terms of the members of the executive  committee shall be set by
the board of directors.

        Section 4. Meetings.  Regular meetings of the executive committee may be
held without notice at such times and places as the executive  committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member  thereof upon not less than one day's notice stating the
place,  date and hour of the meeting,  which notice may be written or oral.  Any
member of the executive  committee may waive notice of any meeting and no notice
of any meeting  need be given to any member  thereof who attends in person.  The
notice of a  meeting  of the  executive  committee  need not state the  business
proposed to be transacted at the meeting.

        Section 5. Quorum. A majority of the members of the executive  committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof,  and  action  of the  executive  committee  must be  authorized  by the
affirmative  vote of a majority of the  members  present at a meeting at which a
quorum is present.

        Section 6. Action Without a Meeting. Any action required or permitted to
be taken by the executive  committee at a meeting may be taken without a meeting
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the members of the executive committee.

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         Section 7.  Vacancies.  Any vacancy in the  executive  committee may be
filled by a resolution adopted by a majority of the full board of directors.

        Section  8.  Resignations  and  Removal.  Any  member  of the  executive
committee may be removed at any time with or without cause by resolution adopted
by a  majority  of the full  board of  directors.  Any  member of the  executive
committee may resign from the executive  committee at any time by giving written
notice to the president or secretary of the Holding  Company.  Unless  otherwise
specified,  such resignation shall take effect upon its receipt;  the acceptance
of such resignation shall not be necessary to make it effective.

        Section 9.  Procedure.  The executive  committee shall elect a presiding
officer from its members and may fix its own rules of procedure  which shall not
be  inconsistent  with  these  bylaws.  It shall  keep  regular  minutes  of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

        Section 10. Other  Committees.  The board of directors may by resolution
establish an audit, loan, or other committees  composed of directors as they may
determine to be necessary or appropriate  for the conduct of the business of the
Holding  Company and may  prescribe  the  duties,  constitution  and  procedures
thereof.

                               ARTICLE V. OFFICERS

        Section l.  Positions.  The officers of the Holding  Company  shall be a
president,  one  or  more  vice  presidents,  a  secretary  and a  treasurer  or
comptroller,  each of whom shall be elected by the board of directors. The board
of directors  may also  designate  the chairman of the board as an officer.  The
president  shall be a  director  of the  Holding  Company.  The  offices  of the
secretary and treasurer or comptroller may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller.  The
board of directors may designate one or more vice  presidents as executive  vice
president or senior vice  president.  The board of  directors  may also elect or
authorize the  appointment of such other officers as the business of the Holding
Company may require.  The officers  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.

        Section 2.  Election  and Term of Office.  The  officers  of the Holding
Company shall be elected annually at the first meeting of the board of directors
held after each annual meeting of the shareholders.  If the election of officers
is not held at such meeting,  such election shall be held as soon  thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation or removal in the manner
hereinafter provided.  Election or appointment of an officer,  employee or agent
shall not of itself  create  contractual  rights.  The  board of  directors  may
authorize  the Holding  Company to enter into an  employment  contract  with any
officer in accordance  with  regulations  of the OTS; but no such contract shall
impair the right of the board of  directors to remove any officer at any time in
accordance with Section 3 of this Article V.

        Section 3. Removal. Any officer may be removed by the board of directors
whenever in its  judgment  the best  interests  of the Holding  Company  will be
served  thereby,  but such  removal,  other  than for  cause,  shall be  without
prejudice to the contractual rights, if any, of the person so removed.

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         Section  4.  Vacancies.  A  vacancy  in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

         Section 5.  Remuneration.  The  remuneration  of the officers  shall be
fixed from time to time
by the board of directors.

                ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

        Section l. Contracts. To the extent permitted by regulations of the OTS,
and except as otherwise  prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any officer, employee, or agent
of the  Holding  Company to enter into any  contract  or execute and deliver any
instrument in the name of and on behalf of the Holding  Company.  Such authority
may be general or confined to specific instances.

         Section 2. Loans. No loans shall be contracted on behalf of the Holding
Company  and no  evidence  of  indebtedness  shall be issued in its name  unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

        Section 3. Checks,  Drafts, Etc. All checks,  drafts or other orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the Holding  Company shall be signed by one or more officers,  employees
or agents of the  Holding  Company in such  manner as shall from time to time be
determined by the board of directors.

        Section 4.  Deposits.  All funds of the Holding  Company  not  otherwise
employed  shall be  deposited  from time to time to the  credit  of the  Holding
Company  in any duly  authorized  depositories  as the  board of  directors  may
select.

                      ARTICLE VII. CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

        Section l. Certificates for Shares.  Certificates representing shares of
capital  stock  of the  Holding  Company  shall  be in  such  form as  shall  be
determined by the board of directors and approved by the OTS. Such  certificates
shall be signed by the chief  executive  officer or by any other  officer of the
Holding Company authorized by the board of directors,  attested by the secretary
or an assistant  secretary,  and sealed with the  corporate  seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimiles if
the certificate is manually signed on behalf of a transfer agent or a registrar,
other than the Holding Company itself or one of its employees.  Each certificate
for  shares of  capital  stock  shall be  consecutively  numbered  or  otherwise
identified.  The name and  address of the person to whom the shares are  issued,
with the  number of  shares  and date of issue,  shall be  entered  on the stock
transfer  books of the Holding  Company.  All  certificates  surrendered  to the
Holding Company for transfer shall be cancelled and no new certificate  shall be
issued  until the  former  certificate  for a like  number  of  shares  has been
surrendered  and  cancelled,  except  that  in  case  of  a  lost  or  destroyed
certificate,  a new  certificate  may be issued upon such terms and indemnity to
the Holding Company as the board of directors may prescribe.


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<PAGE>
        Section 2.  Transfer of Shares.  Transfer of shares of capital  stock of
the Holding  Company shall be made only on its stock transfer  books.  Authority
for such  transfer  shall be given  only by the holder of record or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney  authorized  by a duly  executed  power of attorney  and filed with the
Holding Company.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the Holding  Company  shall be deemed by the Holding
Company to be the owner for all purposes.

             ARTICLE VIII. RELIANCE UPON BOOKS, REPORTS AND RECORDS

        Each director,  each member of any committee  designated by the Board of
Directors,  and each officer of the Holding Company shall, in the performance of
his or her duties, be fully protected in relying in good faith upon the books of
account  or other  records of the  Holding  Company  and upon such  information,
opinions,  reports or statements  presented to the Holding Company by any of its
officers or employees, or committees of the Board of Directors so designated, or
by any other  person as to  matters  which such  director  or  committee  member
reasonably  believes  are within  such  other  person's  professional  or expert
competence and who has been selected with reasonable care by or on behalf of the
Holding Company.

                             ARTICLE IX. FISCAL YEAR

        The fiscal year of the Holding  Company shall end on December 31 of each
year. The appointment of accountants shall be subject to annual  ratification by
the shareholders.

                              ARTICLE X. DIVIDENDS

        Subject  to  the  terms  of  the  Holding   Company's  Charter  and  the
regulations  and orders of the OTS,  the board of  directors  may,  from time to
time,  declare,  and the Holding  Company may pay,  dividends on its outstanding
shares of capital stock.

                           ARTICLE XI. CORPORATE SEAL

        The board of directors shall provide a Holding Company seal, which shall
be two  concentric  circles  between  which  shall  be the  name of the  Holding
Company. The year of incorporation or an emblem may appear in the center.

                          ARTICLE XII. INDEMNIFICATION

        The  Holding  Company  shall  indemnify  all  officers,   directors  and
employees of the Holding Company, and their heirs, executors and administrators,
to the fullest  extent  permitted  under  federal law against all  expenses  and
liabilities reasonably incurred by them in connection with or arising out of any
action,  suit or  proceeding  in which they may be  involved  by reason of their
having been a director or officer of the  Holding  Company,  whether or not they
continue to be a director or officer at the time of incurring  such  expenses or
liabilities,  such expenses and  liabilities to include,  but not be limited to,
judgments,   court  costs  and  attorneys'  fees  and  the  cost  of  reasonable
settlements.



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                            ARTICLE XIII. AMENDMENTS

        These bylaws may be amended in a manner  consistent with  regulations of
the Office and shall be  effective  after:  (i)  approval of the  amendment by a
majority vote of the authorized  board of directors,  or by the affirmative vote
of at least a majority of the voting power of all of the then-outstanding shares
of the capital stock of the Holding  Company  entitled to vote  generally in the
election of directors (after giving effect to the provisions of Section 6 of the
Charter),  voting together as a single class.  When the Holding Company fails to
meet its quorum  requirements,  solely due to vacancies  on the board,  then the
affirmative  vote of a majority of the  sitting  board will be required to amend
the bylaws.


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