EXHIBIT 3(ii)


AMENDED AND RESTATED
BY-LAWS
OF
HANOVER BANCORP, INC.

ARTICLE I

PLACE OF BUSINESS

The principal office and place of business of the Corporation shall 
be located at 25 Carlisle Street, Hanover, York County, Pennsylvania.  
Additional places of business may be established from time to time, and 
thereafter changed or discontinued, in the manner prescribed by law.

ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1.
a.   The annual meeting of the shareholders shall be held at the 
principal office of the Corporation or at such other place within the 
Commonwealth as the Board of Directors shall designate no later than 
April 30 of each year, at such particular time on said date as the Board 
shall designate.

b.   A written or printed notice of every such meeting shall be 
mailed, charges prepaid, at least five (5) days before the date of the 
meeting, to every shareholder of record entitled to vote at the meeting.  
Such notice shall specify the date and the hour of the meeting and shall be 
sent to the last known residence or place of business of the shareholder 
entitled to receive such notice.

Section 2.

At each annual meeting, the shareholders shall elect the number of 
Directors specified in these By-Laws to serve until the next succeeding 
annual meeting and until their successors are duly elected and qualified; 
and they shall transact such other business as may come before them.




Section 3.

a.   Special meetings of the shareholders may be called at any 
time by the President or a majority of the Board of Directors.

b.   Upon receipt of a written request that a meeting be called 
under the provisions of paragraph "a" of this Section 3, the Secretary shall 
call a special meeting of the shareholders which shall be held at a time not 
more than sixty (60) days after the receipt of such request by the 
Secretary.  If the Secretary neglects or refuses to fix the time of the 
meeting, the person or persons calling the meeting may do so.

c.   A written or printed notice of every special meeting shall 
be mailed, charges prepaid, at least ten (10) days before the date of the 
meeting, to every shareholder of record entitled to vote at the meeting.  
The notice so to be sent shall state the purpose for which the meeting is 
being called and shall specify the day, the hour and the place of such 
special meeting.  The notice shall be sent to the last known residence or 
place of business of the shareholder entitled to receive such notice.


<PAGE>
Section 4.

Any annual or special meeting of the shareholders may be adjourned 
for any period of time; provided, however, that any meeting at which 
Directors are to be elected may be adjourned only from day to day until 
such Directors shall have been elected; provided, further, however, that 
such election shall be held at the second of such adjourned meetings.
Section 5.

a.   In advance of any meeting of shareholders, the Board of 
Directors shall appoint a judge or judges of election to act at such meeting 
or any adjournment thereof.  Such judges need not be shareholders of the 
Corporation.  If a judge or judges of election for any reason be not so 
appointed, the chairman of any such meeting shall make such appointment 
at the meeting.

b. The number of judges shall be one or three.  If appointed at a 
meeting, the majority
 of shares present and entitled to vote shall determine whether one or three 
judges are to be appointed.

c. No person who is candidate for office shall act as judge.

d. If any person so appointed as judge fails to appear at the 
meeting or fails or refuses
 to act, the vacancy, thus created, may be filled by appointment made by 
the Board of Directors in advance of the convening of the meeting, or, at 
the meeting, by the person acting as chairman of the meeting.



e.   The judge or judges of election shall determine the number 
of shares outstanding; the voting rights of each share; the shares 
represented at the meeting; whether or not a quorum is in attendance or is 
represented; the authenticity, validity, and the effect of proxies; receive 
votes or ballots; hear and determine all challenges and questions in any 
way arising in connection with the right to vote; count and tabulate all 
votes; determine the results of all ballots cast and the votes taken; and do 
such acts and establish such procedures as may be proper to conduct the 
election and balloting with fairness to all shareholders.  If there be three 
judges of election, the decision, act, or certificate of majority shall be as 
effective, in all respects, as the decision, act or certificate of all.

f.   Upon the request of the chairman of the meeting, or of any 
shareholder or his proxy, the judge or judges shall make a report in 
writing, of any challenge or question or matter determined by him or 
them, and shall execute a certificate of any fact found by him or them.  
Any report or certificate so made by the judge or judges, shall be prima 
facie evidence of the conclusions therein reached and/or the facts therein 
found.

Section 6.

a. At any meeting of the shareholders, annual or special, the 
presence in person or by 
proxy of a majority of the shares outstanding and entitled to vote shall 
constitute a quorum.

b.   If a quorum is present at the convening of any shareholders' 
meeting, then, notwithstanding the withdrawal of some of the shareholders 
leaving less that a quorum, the shareholders who remain at such a meeting 
which shall have been so duly organized may continue to do business until 
the adjournment of the meeting.


<PAGE>
c.   If a shareholders' meeting cannot be organized for want of 
a quorum, those present may adjourn the meeting to such time and place 
as they may determine; provided, however, that a meeting called for the 
election of Directors may be adjourned twice only and, even though there 
shall be present at the second adjourned meeting less than a quorum, as 
herein defined, Directors may and shall be elected by those present at the 
second of such adjourned meetings.

Section 7.

At all meetings of shareholders, each shareholder shall be entitled to 
one vote for each share outstanding in his name on the books of the 
Corporation.  Each shareholder shall have the right to vote his share or 
shares either in person or by proxy duly executed in writing; provided, 
however, that no proxy executed more that eleven (11) months previous to 
an annual meeting shall be valid at such annual meeting; provided, 
further, that no proxy executed prior to the date of the notice of any 
special meeting shall be valid at such special meeting.




Section 8.

a.   At least five (5) days before each meeting of shareholders, 
annual or special, the Officer of the Corporation who has charge of the 
stock transfer books for shares shall make a complete list of all 
shareholders entitled to vote at the forthcoming meeting; said list shall be 
arranged in alphabetical order with the address of each shareholder and 
the number of shares held by him.  Such list shall be kept on file and shall 
be subject to inspection by any shareholder for any proper purpose at the 
principal place of business of this corporation during usual business hours.

b.   The list which shall have been prepared in accordance with 
the provisions of paragraph "a" of this Section 8, shall be produced and 
kept open at the time and place of each shareholders' meeting; the same 
shall be available for inspection by any shareholder for any purpose during 
the entire meeting.


ARTICLE III

BOARD OF DIRECTORS

Section 1.

a. The business of this Corporation shall be managed by a 
Board of Directors of not 
less than five (5) or more than twenty-five (25) in number.

b. The directors shall be classified with respect to the time 
they shall severally hold 
office by dividing them into three (3) classes, each consisting as nearly as 
possible of one-third (1/3) of the number of the whole Board of Directors; 
provided, however, that nothing herein shall be construed to require exact 
equality in the number of directors in each class.  At the Annual Meeting 
of Shareholders to be held in 1983, the directors of one class shall be 
elected to hold office for a term of one year; the directors of a second 
class shall be elected to hold office for a term of two (2) years; and the 
directors of a third class shall be elected to hold office for a term of three 
(3) years and at each Annual Meeting of Shareholders thereafter the 
successors to the class of directors whose term shall expire that year shall 
be elected to hold office for a term of three (3) years so that the term of 
office of one (1) class of directors shall expire in each year.  The directors 
shall hold office until the expiration of the term for which they were 
elected and until their successors are elected and have qualified.  The 
number of directors in each class and the total number of directors that 
shall constitute the whole Board of Directors shall, from time to time, be 
determined by the Board of Directors.


<PAGE>
c.   Any shareholder who intends to nominate or to cause to 
have nominated any candidate for election to the Board of Directors (other 
than any candidate proposed by the Corporation's then existing Board of 
Directors) shall so notify the Secretary of the Corporation in writing not 
less than sixty (60) days prior to the anniversary date of the meeting of 
shareholders held for the election of directors in the immediately 
preceding year.  Such notification shall contain the following information:

(1)   the name and address of each proposed nominee;

(2)      the age of each proposed nominee;

(3)   the principal occupation of each proposed nominee;
(4)   the number of shares of the Corporation owned by each 
proposed nominee;

(5)     the total number of shares that, to the knowledge of the 
notifying shareholder, will be voted for each proposed 
nominee;

(6)  the name and residence address of the notifying 
shareholder;

(7)  the number of shares of the Corporation owned by the 
notifying shareholder; and

(8)  an indication of whether each nominee has agreed to 
serve on the Corporation's Board of Directors.

Any nomination for director not made in accordance with Section 
shall be disregarded by the presiding officer of the meeting, and votes cast 
for each such nominee shall be disregarded by the judges of election.  In 
the event that the same person is nominated by more than one shareholder, 
if at least one nomination for such person complies with this Section, the 
nomination shall be honored and all votes cast for such nominee shall be 
counted.


Section 2.

a.   Every Director shall be a shareholder of this Corporation 
and he shall own, in his own right, as tenant by the entirety with his 
spouse, or beneficially, one hundred (100) shares of the common stock of 
this Corporation.

  b. No person, except those who are presently serving as 
Directors, shall be eligible for election after he or she shall have attained 
age seventy (70) years. (Adopted June 2, 1982)

c.   Except those Directors who are presently serving as 
Directors, Directors shall retire at age seventy (70) years.  Directors, who 
are presently serving shall retire at age eighty (80) years. (Adopted June 2, 
1982)





<PAGE>
Section 3.

Any vacancy or vacancies on the Board of Directors caused by 
death, resignation or disqualification of a Director or otherwise, may be 
filled by the remaining members of the Board, though less than a quorum.  
Any Director or Directors so elected shall hold office for the unexpired 
term of the Director or Directors whom he, she or they replace, and until 
his, her or their successor or successors are elected by the shareholders 
and qualify.

Section 4.

The Board of Directors shall meet for reorganization on the third 
Friday of May in each year.

Section 5.

All meetings of the Board of Directors, regular or special, shall be 
held at such place within the Commonwealth of Pennsylvania as the 
Board of Directors, by majority action thereof, shall designate.

Section 6.

Regular meetings shall be held on such days and at such hour as the 
Board, by action of a majority thereof, shall, from time to time, designate.

Section 7.

a.   Special meetings of the Board of Directors may be called 
by the Chairman of the Board or by the President or by the Secretary and a 
Vice President.  Special meetings shall be called whenever three (3) or 
more members of the Board shall deliver to the Secretary or any Assistant 
Secretary a request in writing that a special meeting be called.  Such 
request shall specify the purpose for which the special meeting is to be 
called.

b.   Notice of every special meeting shall be given by the 
Secretary, in writing, by telephone or telegraph, at least one (1) day before 
the date of such meeting.  Such notice shall specify the business to be 
transacted at the special meeting.

c.   No official action may be taken on any merger or 
acquisition except at a special meeting of the Board of Directors with 
notice thereof, in writing, by telephone or by telegraph, at least fourteen 
(14) days before the date of said meeting.  Such notice shall specify the 
nature of the business to be transacted at the special meeting.

Section 8.

The order of business at all meetings of the Board of Directors shall 
be determined by the Board of Directors.

Section 9.

The Board of Directors shall keep complete and accurate records of 
their proceedings in a minute book which shall be kept for that purpose 
only.

Section 10.

Whenever any Director shall so request, the vote of each Director 
upon a particular question shall be recorded in the minutes.

<PAGE>
Section 11.

The Board of Directors shall cause to be made, at least once each 
year, a complete examination of the books, papers, records and affairs of 
the Corporation and the loans and discounts thereof and such other 
matters as may be required by law.  For the accomplishment of such 
examination, the Board of Directors shall have the authority to employ a 
Certified Public Accountant or a firm of Certified Public Accountants.  A 
report of each such examination shall be reasonably made to the Board of 
Directors who shall thereupon take such action thereon as shall be 
necessary.  The report of audit shall be required to be filed by the 
accountant or accountants who made the audit.  A final copy of the report 
shall be filed with the Department of Banking of the Commonwealth of 
Pennsylvania and such other governmental agencies or departments of the 
Commonwealth of Pennsylvania as shall be required by law.  A final copy 
shall be kept in the files of this Corporation.

Section 12.

No Director shall be entitled to any salary, as such; the Board of 
Directors may, however, from time to time, fix a reasonable fee or 
compensation to be paid each Director for his services in attending 
meetings of the Board.

Section 13.

a.   No Director of the Corporation shall be personally liable 
for monetary damages for any action or any failure to take any action 
unless:

1.   The Director has breached or failed to perform the 
duties of his office in good faith in a manner which he reasonably 
believes to be in the best interest of the Corporation and with such 
care, including reasonable inquiry, skill and diligence, as a person 
of ordinary prudence would use under similar circumstances; and

2.   the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.

b.   The provisions of this Section shall not apply to:

1.   Any breach of performance of duty or nay failure of 
performance of duty by any Director occurring prior to January 27, 
1987.

2.   The responsibility or liability of a Director pursuant 
to any criminal statue.

3.   The liability of a Director for payment of taxes 
pursuant to local, state or federal law.

Section 14.

At all meetings of the Board of Directors, a majority of the directors 
in office shall constitute a quorum for the transaction of business, and the 
acts of a majority of the directors present at a meeting in person at which a 
quorum is present shall be the acts of the Board of Directors, except as 
may be otherwise specifically provided by statute or by the Articles of 
Incorporation or by these By-laws.  If a quorum shall not be present in 
person at any meeting of the directors, the directors present may adjourn 
the meeting from time to time, without notice other than announcement at 
the meeting, until the quorum shall be present or as permitted herein.  Any 
action required or permitted to be taken at a meeting of the Board of 
Directors must be taken at a meeting duly called pursuant to these By-
Laws and no meeting may be held by conference telephone or similar 
communications equipment.


<PAGE>
Section 15.

A director who is present at a meeting of the Board of Directors, or 
of a committee of the Board of Directors, at which action on any corporate 
matter is taken shall be presumed to have assented to the action taken 
unless his dissent is entered in the minutes of the meeting or unless he 
files his written dissent to the action with the Secretary before the 
adjournment thereof or transmits the dissent in writing to the Secretary 
immediately after the adjournment of the meeting.  The right to dissent 
shall not apply to a director who voted in favor of the action.  Nothing in 
this Article III, Section 15 shall bar a director from asserting that minutes 
of any meeting incorrectly omitted his dissent if, promptly upon receipt of 
a copy of such minutes, he notifies the Secretary, in writing, of the 
asserted omission or inaccuracy.

Section 16.

The Board of Directors may appoint a person who previously held 
the position of Director to be a Director Emeritus.  A Director Emeritus 
may attend meetings of the Board of Directors by invitation only.  A 
Director Emeritus may advise the Board of Directors on any proposed 
corporate action, but shall not have any voting rights.  For purposes of 
indemnification pursuant to ARTICLE VI-A of these By Laws, Directors 
Emeritus shall be deemed to be "Directors" and the term "Director" in 
ARTICLE VI-A shall include in its meaning all those holding the position 
of Director Emeritus.


ARTICLE IV
STANDING COMMITTEES
Section 1.

At the first meeting of the Board of Directors after the annual 
Meeting of Shareholders, or as soon thereafter as practicable, the 
Chairman of the Board of Directors shall appoint, subject to approval by 
the Board, an Executive Committee and such other Committees as shall 
be necessary for the expeditious management of the business affairs of 
this Corporation.

Section 2.

The Executive Committee shall be comprised of the Chairman of 
the Board and the President and, in addition thereto, of not less than three 
nor more than seven members of the Board of Directors.  The Chairman 
of the Board shall be the Chairman of the Executive Committee.

Section 3.

Of all committees., except the Executive Committee, appointed in 
the manner provided in this ARTICLE, the Chairman of the Board shall 
designate a Chairman.

Section 4.

The Chairman of the Board shall be an ex officio member of every 
committee; the President shall be an ex officio member of every 
committee; except the Audit Committee.


<PAGE>
Section 5.

As soon as practicable after the appointment of a committee, each 
committee shall meet and organize, by the appointment of a secretary and 
such other officers as may be necessary.  A record of the proceedings of 
all committees shall be kept and submitted to the Board of Directors at the 
regular Board meeting immediately following such committee meeting.  
Committee meetings shall be called by the Chairman and shall be held at 
such place and time as designated by the Chairman in calling the meeting.








ARTICLE V

OFFICERS
Section 1.

At the annual reorganization meeting, the Board of Directors may 
elect a Chairman of the Board, a Vice-Chairman of the Board, a President, 
one or more Vice-Presidents, a Secretary and a Treasurer.  The Board, at 
each reorganization meeting, may also elect one or more Assistants to any 
of the aforesaid officers as they shall deem necessary.

Section 2.

No person not a member of the Board of Directors shall be eligible 
for election to the offices of Chairman of the Board of Directors, Vice 
Chairman of the Board or President.

Section 3.

Any two (2) or more offices may be held by the same person except 
that the same individual may not hold the Offices of President and of 
Treasurer.


Section 4.

The President shall be and hereby is designated as the Chief 
Executive Officer.

Section 5.
The Board of Directors may, from time to time, create such other 
offices and assign such duties as they shall deem to be necessary for the 
proper management of the affairs of this Corporation.  Any officer or 
agent of the Corporation may be removed by the Board of Directors with 
or without cause.  The removal shall be without prejudice to the contract 
rights, if any, of any person so removed.  Election or appointment of any 
officer or agent shall not of itself create contract rights.


<PAGE>
Section 6. The Chairman of the Board

The Chairman of the Board shall be Chairman of the Executive 
Committee; he shall preside at all meetings of shareholders, of the Board 
of Directors and of the Executive Committee; he shall act in an advisory 
capacity to the Board of Directors, the Executive Committee and officers 
of the Corporation.  In the absence of the President, the Chairman of the 
Board shall discharge the duties of the President.  In absence of both 
President and the Chairman of the Board, the Vice-Chairman of the Board 
shall discharge the duties of the President.
Section 7. The President

The President shall have general supervision of the business of the 
Corporation.  He shall be responsible to the Board of Directors for 
planning, directing, coordinating and controlling the Corporation's 
activities within the scope of basic policies established and authority 
delegated by the Board and in so doing, for maintaining the direction and 
momentum of the business of the Corporation toward the objectives 
established by the Board.  He shall perform such other duties as may, from 
time to time, be prescribed by the Board of Directors.

Section 8. The Vice President

The Vice President or Vice Presidents shall perform such duties as 
may be prescribed by the Chief Executive Officer.

Section 9. The Secretary

The Secretary shall keep the minutes of the meetings of the Board 
of Directors and of the meetings of the shareholders.  He or one of the 
Assistant Secretaries shall see that proper notices are given of all meetings 
of which notice is required.  He shall have authority, when necessary, to 
attest to the Corporate Seal when affixed to written instruments property 
executed on behalf of the Corporation.  Generally, he shall perform such 
other duties as may be prescribed from time to time, by the Board, the 
Executive Committee or the President.

Section 10.  The Assistant Secretaries

The Assistant Secretaries shall perform such duties as shall be 
prescribed by the President, or the Secretary.

ARTICLE VI

AUTHORITY OF EXECUTIVE OFFICERS

Section 1.

The President and such other officer(s) as may be designated by 
the Board of Directors shall each have authority and power to execute and 
to affix the Corporate Seal to any Power of Attorney necessary to effect 
the transfer of any stocks, bonds, loans or scrip standing in the name of the 
Corporation in its own right.







Section 2.

The President and such officer(s) as may be designated by the 
Board of Directors shall each have the power and authority to assign any 
and all registered bonds standing at any time in the name of the 
Corporation in its own right, and to appoint one or more attorneys for that 
purpose.


<PAGE>
Section 3.

The President and such other officer(s) as may be designated by 
the Board of Directors shall each have the power and authority to transfer 
any policies of insurance at any time standing in the name of the 
Corporation.

Section 4.

The President or any Vice-President, together with the Secretary or 
the Assistant Secretaries, are authorized to do and perform such Corporate 
and Official acts as are necessary in the carrying on of the business of the 
Corporation, subject always to the directions of the Board of Directors and 
the Executive Committee.  Subject to like limitations, the said Officers are 
fully empowered to make and execute all deeds, leases, releases, 
agreements, contracts, bills of sale, assignments, letters of attorney or 
substitution and other instruments or contracts as may be necessary or 
desirable for the proper conduct of business of the Corporation; and to 
cause the Corporate Seal to be affixed to any and all such instruments, and 
attested by the Secretary of an Assistant Secretary and duly acknowledged.

Section 5.

"The President shall have authority to designate such of the 
officers and/or employees who shall have power and authority to sign 
checks, drafts, letters of credit, orders, receipts or acquittances and to 
endorse checks, orders, drafts and vouchers made payable or endorsed to 
the Corporation."
ARTICLE VI-A
INDEMNIFICATION

a.   The Corporation shall indemnify any officer or director of 
the Corporation made or threatened to be made a party to any civil, 
criminal, administrative or investigative action, suit or proceeding 
(whether brought by or in the name of the Corporation or otherwise) 
arising out of such person's service to the Corporation or to another 
organization at the Corporation's request against all expenses, (including 
attorneys' fees), judgments, fines and amounts paid in settlement actually 
and reasonably incurred by such person in connection with such action, 
suit or proceeding.  Such right to indemnification shall not apply in 
relation to matters as to which such person shall be finally adjudicated to 
have been guilty of willful misconduct or recklessness.

b.   Expenses incurred by any officer or director in defending 
any civil or criminal action, suit or proceeding shall be paid by the 
Corporation in advance of the final disposition of such action, suit or 
proceeding upon receipt of an undertaking, in form and scope satisfactory 
to Corporation, by or on behalf of such person to repay such amount if it 
shall ultimately be determined that such officer or director is not entitled 
to such indemnification.

c.   The indemnification and advancement of expenses 
provided by this Article shall not be deemed exclusive of any other rights 
to which a person seeking indemnification may be entitled under any by-
law, vote of shareholders or directors, agreement or otherwise, and shall 
continue as to any person who has ceased to be an officer or director of 
Corporation and shall ensure to the benefit of the heirs, executors and 
administrators of such person.

d.   The Corporation may purchase and maintain insurance, 
create a fund of any nature, grant a security interest or otherwise secure or 
insure in any manner its indemnification obligations, whether arising 
hereunder or otherwise.

<PAGE>
e.   The provisions of this ARTICLE shall not apply to any 
action, suit or proceeding filed prior to January 27, 1987, or to any breach 
of performance of duty or any failure of performance of duty by any 
officer or director occurring prior to January 27, 1987.

ARTICLE VII
EMPLOYEES
Section 1.

a.   Employees of the Corporation, other than the Officers may 
be appointed or dismissed by the President, or, in his absence, by a Vice-
President.  A list of employees, their duties, and salaries shall be 
submitted to the Board or the Executive Committee should they, or either 
of them, at any time so require.

b.   The President, or any of the Officers to whom he shall 
delegate the power and authority, shall assign the duties and 
responsibilities to the employees.

c.   Training and supervision of the employees shall be the 
responsibilities of the President who may delegate these powers and duties 
among the several Officers.

d.   Heads of various departments within the Corporation shall 
be designated, from time to time, by the Chief Executive Officer who 
shall define the duties and indicate the responsibilities of such heads of 
departments.

e.   The Chief Executive Officer shall, at all times, maintain an 
organization chart of all officers and employees of the Corporation.  Such 
chart shall be maintained on a current basis to reflect accurately the 
assignment of personnel and shall be consistent with the provisions of 
these by-laws.
Section 2.

Except for necessary information to patrons concerning their own 
business, no Director, officer or employee shall disclose any of the 
business of the Corporation which is not of a public nature or required by 
law.

ARTICLE VIII
SURETY BONDS

All officers and employees of the Corporation as well as any 
Director who is authorized to receive payments of money or to handle 
negotiable securities on behalf of the Corporation, shall, before entering 
upon the performance of their duties, furnish a bond in such amount and 
with such surety as shall be approved by the Board of Directors.  The cost 
or premium on such bonds shall be paid by the Corporation.

ARTICLE IX
DIVIDENDS
Section 1.
The Board of Directors may, from time to time, at any duly 
convened regular or special meeting or by unanimous consent in writing, 
declare and pay dividends upon the outstanding shares of capital stock of 
the corporation in cash, property or shares of the Corporation, as long as 
any dividend shall not be in violation of law and the Articles of 
Incorporation.



<PAGE>
Section 2.

Before payment of any dividend, there may be set aside out of any 
funds of the Corporation available for dividends such sum or sums as the 
Board of Directors from time to time, in their absolute discretion, think 
proper as a reserve fund to meet contingencies, or for equalizing 
dividends, or for the repairing or maintaining any property of the 
Corporation, or for such other purposes as the Board of Directors shall 
believe to be for the best interests of the Corporation, and the Board of 
Directors may reduce or abolish any such reserve in the manner in which 
it was created.








ARTICLE X
CERTIFICATES FOR SHARES
Section 1.

The share certificates of the Corporation shall be numbered and 
registered in a share register as they are issued; shall bear the name of the 
registered holder, the number and class of shares represented thereby, 
shall be signed by the President or a Vice President and the Secretary or 
the Treasurer or any other person properly authorized by the Board of 
Directors, and shall bear the corporate seal, which seal may be a facsimile 
engraved or printed.  Where the certificate is signed by a transfer agent or 
a registrar, the signature of any corporate officer on such certificate may 
be a facsimile engraved or printed.  In case any officer who has signed, or 
whose facsimile signature has been placed upon, any share certificate 
shall have ceased to be such officer because of death, resignation or 
otherwise before the certificate is issued, it may be issued by the 
Corporation with the same effect as if the officer had not ceased to be 
such at the date of its issue.

Section 2.

If a certificate for shares be lost or destroyed another may be 
issued in its place only upon the following condition the owner shall 
furnish to the Corporation:

(1)  An affidavit that such share certificate or 
certificates have been lost or destroyed and that the owner is 
unable to locate the same; that the owner has not at any time sold, 
pledged or otherwise disposed of his interest in such shares or his 
title to same; that the affidavit is made for the purpose of obtaining 
a new share certificate or certificates.

(2)  A bond, in such form and with such surety as may 
be approved by the President or Vice-President and in such amount 
as the Board of Directors shall determine, but, in no event less than 
double the amount of the then current market value of the shares 
represented by the lost certificate or certificates; the bond shall be 
conditioned to indemnify against any loss by reason of the issuance 
of the new certificate.

(3)  An agreement to deliver to the Corporation duly 
endorsed the lost certificate or certificates if found.






<PAGE>
Section 3.

The transfer book for shares of the Corporation may be closed for 
such length of time as the Directors may determine, from time to time, 
before the payment of any dividends and before any annual or special 
meeting of shareholders.

Section 4:

Upon surrender to the Corporation of a share certificate duly 
endorsed by the person named in the certificate or by attorney duly 
appointed in writing and accompanied where necessary by proper 
evidence of succession, assignment or authority to transfer, a new 
certificate shall be issued to the person entitled thereto and the old 
certificate canceled and the transfer recorded upon the transfer books 
shall be made if it would not be inconsistent with the provisions of Article 
8 of the Pennsylvania Uniform Commercial Code.

ARTICLE XI
CORPORATE SEAL
Section 1.

The seal of the Corporation shall contain the words "Hanover 
Bancorp, Inc."

Section 2.

The affixation of the corporate seal shall not be necessary to the 
valid execution, assignment or endorsement by the corporation of any 
instrument or other document.

ARTICLE XII

BUSINESS HOURS

The Corporation shall be open for business at such times as the 
Board of Directors shall, from time to time, designate.

ARTICLE XIII
FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of 
January in each year and end on the 31st day of December in each year.



ARTICLE XIV
CONTRIBUTIONS

The Board of Directors shall have authority to make charitable 
donations, or any other contributions which, in the opinion of the Board of 
Directors, are considered necessary or desirable, for the proper conduct 
and development of the business of the Corporation.



<PAGE>
ARTICLE XV
NOTICES AND WAIVERS
Section 1.

Whenever written notice is required to be given to any person 
under the provisions of applicable law, the Articles of Incorporation or of 
these By-laws, it may be given to the person either personally or by 
sending a copy thereof by first class or express mail, postage prepaid, or 
by telegram (with messenger service specified), telex or TWX (with 
answerback received) or courier service, charges prepaid, or by telecopies, 
to his address (or to his telex, TWX, telecopier or telephone number) 
appearing on the books of the Corporation or, in the case of directors, 
supplied by him to the Corporation for the purpose of notice.  If the notice 
is sent by mail, telegraph or courier service, it shall be deemed to have 
been given to the person entitled thereto when deposited in the United 
States mail or with a telegraph office or courier service for delivery to that 
person or, in the case of telex or TWX, when dispatched.  A notice of 
meeting shall specify the place, day and hour of the meeting and any other 
information required by any other provisions of these By-laws.

Section 2.

Whenever any written notice is required to be given under the 
provisions of applicable law, the Articles of Incorporation or of these By-
laws, a waiver thereof in writing, signed by the person or persons entitled 
to the notice, whether before or after the time stated therein, shall be 
deemed equivalent to the giving of the notice.  Except as otherwise 
required by these By-laws, neither the business to be transacted at, nor the 
purpose of, a meeting need be specified in the waiver of notice of the 
meeting.  In the case of a special meeting of shareholder, the waiver of 
notice shall specify the general nature of the business to be transacted.






Section 3.

Attendance of a person at any meeting shall constitute a waiver of 
notice of the meeting except where a person attends a meeting for the 
express purpose of objecting, at the beginning of the meeting, to the 
transaction of any business because the meeting was not lawfully called or 
convened.

ARTICLE XVI
EMERGENCIES
Section 1.

The Board of Directors may not adopt emergency By-Laws during 
any emergency resulting from an attack on the United States, a nuclear 
disaster or any other catastrophe as a result of which a quorum of the 
Board of Directors cannot readily be assembled.

Section 2.

The Board of Directors, either before or during any emergency, 
may not provide or modify lines of succession in the event that, during any 
emergency, any or all officers or agents of the Corporation shall for any 
reason be rendered incapable of discharging their duties and may not 
change the head offices or designate alternate head offices and may not 
authorize the officers to do so.

Section 3.

The By-Laws of this Corporation shall remain in effect during any 
emergency.


<PAGE>
ARTICLE XVII
AMENDMENTS
Section 1.

Subject to the provisions of this ARTICLES XVII, these By-Laws 
may be amended at any regular meeting of the Board of Directors or at 
any special meeting of the Board of Directors called for that specific 
purpose.  Notice of such proposed amendment shall be given, in writing, 
to each Director at least ten (10) days prior to the meeting at which such 
amendment or amendments are to be voted on. The notice shall contain a 
complete copy of the proposed amendment.




Section 2.

These By-Laws may be amended at such meeting and after such 
notice as specified in Section 1 of this ARTICLE XVII by the affirmative 
vote of two-thirds of a number of Directors then constituting the Board of 
Directors.

Section 3.

The affirmative vote of the holders of at least seventy-five (75%) 
percent of the outstanding shares of voting stock of the Corporation shall 
be required to amend or repeal ARTICLE III, Section 13, and ARTICLE 
VI-A of these By-Laws.

ARTICLE XVIII
Section 1

This corporation specifically adopts the provisions of Section 522 
(d), (e) and (f) and Section 1721 (e), (f) and (g) of the Pennsylvania 
Consolidated Statutes as added and amended by Act 36 of 1990.