Exhibit 3(ii)


                                     BYLAWS
                                       OF
                              COMMUNITY BANKS, INC.
                              Amended and Restated
                                  April 7, 2003


                                    ARTICLE 1
                               CORPORATION OFFICE

          Section 1.1 The Corporation  shall have and  continuously  maintain in
Pennsylvania  a registered  office,  which may, but need not, be the same as its
place of business  and at an address to be  designated  from time to time by the
Board of Directors.

          Section 1.2 The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate or the business of the
Corporation may require.

                                    ARTICLE 2
                              SHAREHOLDERS' MEETING

          Section  2.1 All  meetings of the  shareholders  shall be held at such
place or places within or without the  Commonwealth  of  Pennsylvania  as may be
fixed from time to time by the Board of Directors.

          Section 2.2 The Annual Meeting of the Shareholders for the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held at such time as the Board of Directors  shall fix. Any
business which is a proper subject for  shareholder  action may be transacted at
the annual meeting,  irrespective of whether the notice of said meeting contains
any reference thereto, except as otherwise provided by applicable law.

          Section 2.3 Special  meetings of the shareholders may be called at any
time by the  President,  the  Chairman of the Board,  a majority of the Board of
Directors or by  shareholders  entitled to cast at least  one-third of the votes
which all shareholders are entitled to cast at any particular  meeting.  If such
request is addressed to the Secretary,  it shall be signed by the persons making
the same and shall state the purpose or purposes of the proposed  meeting.  Upon
receipt of any such  request,  it shall be the duty of the  Secretary  to call a
special meeting of the  shareholders to be held at a time, not less than ten nor
more than sixty days  thereafter,  as the  Secretary  may fix. If the  Secretary
shall  neglect or refuse to issue such call within five days from the receipt of
such request, the person or persons making the request may issue the call.

          Section  2.4  Written  notice of all  meetings  other  than  adjourned
meetings  of  shareholders,  stating the place,  date and hour,  and, in case of
special meetings of shareholders,  the purpose thereof, shall be served upon, or
mailed, postage prepaid, or telegraphed, charges prepaid, at least ten (10) days
before such meeting, unless a greater period of notice is required by statute or
by these Bylaws, to each shareholder entitled to vote thereat at such address as
appears on the transfer books of the Company.
<PAGE>

          Section  2.5  Notice  of  any  proposal  by a  shareholder  which  the
shareholder desires to submit for a vote at the Company's annual meeting must be
submitted to the  Company's  secretary at the  Company's  registered  address no
later  than  120  calendar  days  prior  to the  anniversary  of the date of the
Company's  proxy  materials  released to  shareholders  for the previous  year's
annual  meeting.  The notice must include the name and residence  address of the
notifying  shareholder,  the  number  of  shares  of the  Company  owned  by the
notifying  shareholder,  and a  description  of the  basis for the  proposal.  A
proposal not  submitted in the manner or within the time  provided  herein shall
not be included on the agenda for the annual  meeting and shall not be deemed to
have been submitted on a timely basis.

                                    ARTICLE 3
                             QUORUM OF SHAREHOLDERS

          Section  3.1 The  presence,  in  person  or by proxy  of  shareholders
entitled  to cast at least a majority of the votes  which all  shareholders  are
entitled to cast on the particular matter shall constitute a quorum for purposes
of considering such matter, and unless otherwise provided by statute the acts of
such  shareholders  at a  duly  organized  meeting  shall  be  the  acts  of the
shareholders.  If,  however,  any meeting of  shareholders  cannot be  organized
because of lack of a quorum, those present in person, or by proxy shall have the
power,  except as otherwise provided by statute,  to adjourn the meeting to such
time and place as they may determine,  without notice other than an announcement
at the meeting, until the requisite number of shareholders for a quorum shall be
present in person or by proxy except that in the case of any meeting  called for
the  election of directors  such  meeting may be adjourned  only for periods not
exceeding  15 days as the holders of a majority of the shares  present in person
or by proxy  shall  direct,  and those who attend  the second of such  adjourned
meetings,  although less than a quorum,  shall nevertheless  constitute a quorum
for the  purpose of  electing  directors.  At any  adjourned  meeting at which a
quorum shall be present or represented by proxy,  any business may be transacted
which might have been  transacted  at the original  meeting if a quorum had been
present.  The  shareholders  present  in person or by proxy at a duly  organized
meeting can  continue  to do business  until  adjournment,  notwithstanding  the
withdrawal of enough shareholders to leave less than a quorum.

                                    ARTICLE 4
                                  VOTING RIGHTS

          Section 4.1 Except as may be  otherwise  provided by statute or by the
Articles of  Incorporation,  at every  shareholders  meeting,  every shareholder
entitled to vote thereat shall have the right to one vote for every share having
voting power standing in his name on the books of the  Corporation on the record
date  fixed  for the  meeting.  No share  shall be voted at any  meeting  if any
installment is due and unpaid thereon.
<PAGE>

          Section  4.2 When a quorum is present at any meeting the voice vote of
the holders of a majority of the stock having voting power, present in person or
by proxy  shall  decide any  questions  brought  before such  meeting  except as
provided differently by statute or by the Articles of Incorporation.

          Section 4.3 Upon demand made by a shareholder  entitled to vote at any
election  for  directors  before the voting  begins,  the  election  shall be by
ballot.

                                    ARTICLE 5
                                     PROXIES

          Section  5.1  Every  shareholder  entitled  to  vote at a  meeting  of
shareholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy.  Every proxy shall be executed in writing by the  shareholder or his duly
authorized  attorney in fact and filed with the Secretary of the Corporation.  A
proxy,   unless   coupled  with  an  interest,   shall  be  revocable  at  will,
notwithstanding  any  other  agreement  or any  provision  in the  proxy  to the
contrary,  but the  revocation  of a proxy shall not be  effective  until notice
thereof has been given to the Secretary of the  Corporation.  No unrevoked proxy
shall be valid after eleven (11) months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall a proxy, unless
coupled  with an  interest,  be voted  after  three  years  from the date of its
execution. A proxy shall not be revoked by the death or incapacity of the maker,
unless before the vote is counted or the authority is exercised,  written notice
of such death or incapacity is given to the Secretary of the Corporation.

                                    ARTICLE 6
                                   RECORD DATE

          Section 6.1 The Board of Directors may fix a time not more than ninety
(90) days prior to the date of any  meeting of  shareholders,  or the date fixed
for the payment of any dividend or  distribution,  or the date for the allotment
of rights,  or the date when any change or conversion or exchange of shares will
be made  or go into  effect,  as a  record  date  for the  determination  of the
shareholders  entitled  to  notice  of,  and to vote at,  any such  meeting,  or
entitled to receive payment of any such dividend or distribution,  or to receive
any such  allotment of rights,  or to exercise the rights in respect to any such
change,  conversion or exchange of shares.  In such case, only such shareholders
as shall be  shareholders  of record on the date so fixed  shall be  entitled to
notice of, or to vote at, such meeting or to receive payment of such dividend or
to receive such allotment of rights or to exercise such rights,  as the case may
be,  notwithstanding  any transfer of any shares on the books of the Corporation
after any record  date  fixed as  aforesaid.  If no record  date is fixed by the
Board of Directors for the  determination  of  shareholders  entitled to receive
notice of, and vote at, a shareholders meeting,  transferees of shares which are
transferred on the books of the Corporation  within ten (10) days next preceding
the date of such  meeting  shall not be entitled to notice of or to vote at such
meeting.
<PAGE>

                                    ARTICLE 7
                               JUDGES OF ELECTION

          Section  7.1 In advance of any meeting of  shareholders,  the Board of
Directors may appoint judges of election,  who need not be shareholders,  to act
at such  meeting or any  adjournment  thereof.  If judges of election are not so
appointed,  the  Chairman  of any such  meeting  may,  and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies,  the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed.  No person
who is a candidate for office shall act as a judge. The judges of election shall
be all such acts as may be proper to  conduct  the  election  or vote,  and such
other duties as may be prescribed by statute, with fairness to all shareholders,
and if requested by the Chairman of the meeting or any shareholder or his proxy,
shall  make a written  report of any  matter  determined  by them and  execute a
certificate  of any fact found by them.  If there are three  judges of election,
the decision,  act or certificate  of a majority  shall be the decision,  act or
certificate of all.

                                    ARTICLE 8
                                    DIRECTORS

          Section  8.1 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
forty-five (45) days prior to the date of any meeting of shareholders called for
the  election of  directors.  Such  notification  shall  contain  the  following
information to the extent known by the notifying shareholder:

          (a) The name and address of each proposed nominee;

          (b) The age of each proposed nominee;

          (c) The principal occupation of each proposed nominee;

          (d) The  number of shares of the  Corporation  owned by each  proposed
              nominee;

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

          (f) The name and residence address of the notifying shareholder; and

          (g) The  number of shares of the  Corporation  owned by the  notifying
              shareholder.
<PAGE>

          Any nomination  for director not made in accordance  with this Section
shall be  disregarded  by the chairman 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 8.2 No person shall be eligible to be elected as a director if
he or she shall have  attained the age of  seventy-five  (75) on or prior to the
date of his or her election.  Any director of this  corporation  who attains the
age of seventy-five (75) shall cease to be a director (without any action on his
or her part) at the close of  business  on the day prior to the date of the next
shareholders' meeting at which directors are to be elected regardless of whether
or not  his  term as  director  would  otherwise  expire  at such  shareholders'
meeting.  Provided  however,  the foregoing age  limitations  shall not apply to
those individuals nominated as a director of the corporation who were serving as
directors of the Upper Dauphin National Bank in 1968.

          Section 8.3 The number of directors  that shall  constitute  the whole
Board of  Directors  shall be not less than  five (5) nor more than  twenty-five
(25).  The Board of Directors  shall be  classified  into four classes as nearly
equal in number as  possible,  each class to be  elected  for a term of four (4)
years.  The terms of the respective  classes shall expire in successive years as
provided  in Section  8.4  hereof.  Within the  foregoing  limits,  the Board of
Directors may from time to time fix the number of directors and their respective
classifications. The Directors shall be natural persons of full age and need not
be residents of Pennsylvania or shareholders of the Corporation.

          Section  8.4  At  the  1987  Annual  meeting  of  Shareholders  of the
Corporation,  the  shareholders  shall elect sixteen (16)  directors as follows:
four  (4)  Class  A  directors  to  serve  until  the  1988  Annual  Meeting  of
Shareholders,  four (4) Class B directors to serve until the 1989 Annual Meeting
of  Shareholders,  four (4) Class C  directors  to serve  until the 1990  Annual
Meeting of Shareholders,  and four (4) Class D directors to serve until the 1991
Annual  Meeting  of  Shareholders.  Each  class  shall be  elected in a separate
election. At each Annual Meeting of Shareholders  thereafter,  successors to the
class of directors  whose term shall then expire shall be elected to hold office
for a term of four  (4)  years,  so that  the  term of  office  of one  class of
directors shall expire in each year.


          Section 8.5 The Board of Directors may declare  vacant the office of a
director if he is declared of unsound  mind by an order of court or convicted of
felony or for any other proper cause of or,  within  thirty days after notice of
election,  he does not accept  such office  either in writing or by  attending a
meeting of the Board of Directors.
<PAGE>


                                    ARTICLE 9
                         VACANCIES ON BOARD OF DIRECTORS

          Section 9.1 Vacancies on the Board of Directors,  including  vacancies
resulting  from an  increase  in the number of  directors,  shall be filled by a
majority  vote of the remaining  members of the Board of Directors,  though less
than a  quorum,  and each  person so  appointed  shall be a  director  until the
expiration of the present term of office of the directors.

                                   ARTICLE 10
                          POWERS OF BOARD OF DIRECTORS

          Section  10.1 The  business  and affairs of the  Corporation  shall be
managed by its Board of  Directors,  which may  exercise  all such powers of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised and done by the shareholders.

          Section 10.2 The Board of Directors shall have the power and authority
to appoint an Executive  Committee  and such other  committees  as may be deemed
necessary  by  the  Board  of  Directors  for  the  efficient  operation  of the
Corporation. The Executive Committee shall consist of the Chairman of the Board,
if any,  the  President  and a  minimum  of six  other  directors  (which  other
directors shall not be employees of the Corporation or any of its subsidiaries).
The Executive  Committee shall meet at such time as may be fixed by the Board of
Directors,  or upon  call of the  Chairman  of the  Board  or the  President.  A
majority of members of the Executive  Committee shall  constitute a quorum.  The
Executive  Committee  shall  have and  exercise  the  authority  of the Board of
Directors in the intervals between the meetings of the Board of Directors as far
as may be permitted by law.

                                   ARTICLE 11
                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 11.1 An organization meeting may be held immediately following
the annual shareholders meeting without the necessity of notice to the directors
to constitute a legally convened meeting, or the directors may meet at such time
and place as may be fixed by  either a notice  or  waiver  of notice or  consent
signed by all of such directors.

          Section 11.2 Regular  meetings of the Board of Directors shall be held
at such time and in such place  consistent  with  applicable law as the Board of
Directors  shall,  from time to time,  designate or as may be  designated in any
notice from the Chairman or President called the meeting.

          Section 11.3 Special  meetings of the Board of Directors may be called
by the  Chairman  of the  Board or the  President  on one  day's  notice to each
director, either personally or by mail, telegram, or telephone; special meetings
shall be called by the Chairman of the Board or the President in like manner and
on like notice upon the written request of three directors.
<PAGE>

          Section 11.4 At all meetings of the Board of Directors,  a majority of
the directors shall constitute a quorum for the transaction of business, and the
acts of a majority  of the  directors  present at a meeting 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
Bylaws.  If a quorum shall not be present 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 a quorum  shall be present or as
permitted herein.

                                    ARTICLE 12
                            COMPENSATION OF DIRECTORS

          Section 12.1 No director  shall be entitled to any salary as such; but
the Board of Directors may fix,  from time to time, a reasonable  annual fee for
acting as a director  and a reasonable  fee to be paid each  director for his or
her  services in  attending  meetings  of the Board or  meetings  of  committees
appointed by the Board.  The  Corporation  may reimburse  directors for expenses
related to their duties as a member of the Board.

                                   ARTICLE 13
                                    OFFICERS

          Section 13.1 The officers of the  Corporation  shall be elected by the
Board of  Directors  at its  organization  meeting and shall be a  President,  a
Secretary,  and a Treasurer.  At its option,  the Board of Directors may elect a
Chairman of the Board.  The Board of  Directors  may also elect one or more Vice
Presidents  and such other  officers  and  appoint  such agents as it shall deem
necessary,  who shall hold their offices for such terms, have such authority and
perform  such  duties  as may from  time to time be  prescribed  by the Board of
Directors. Any two or more offices may be held by the same person.

          Section 13.2 The compensation of all officers of the Corporation shall
be fixed by the Board of Directors.

          Section  13.3 The Board of  Directors  may remove any officer or agent
elected or appointed,  at any time and within the period, if any, for which such
person was elected or employed  whenever in the Board of Directors'  judgment it
is in the best  interests of the  Corporation,  and all persons shall be elected
and  employed  subject to the  provisions  hereof.  If the office of any officer
becomes  vacant  for any  reason,  the  vacancy  shall be filled by the Board of
Directors.
<PAGE>


                                   ARTICLE 14
                            THE CHAIRMAN OF THE BOARD

          Section 14.1 The  Chairman of the Board shall  preside at all meetings
of the  shareholders  and directors.  He shall supervise the carrying out of the
policies  adopted or approved by the Board of  Directors.  He shall have general
executive  powers,  as well as the specific powers  conferred by the Bylaws.  He
shall also have and may exercise such further  powers and duties as from time to
time may be conferred upon or assigned to him by the Board of Directors.

                                   ARTICLE 15
                                  THE PRESIDENT

          Section 15.1 The President shall be the chief executive officer of the
Corporation;  shall have  general and active  management  of the business of the
Corporation; shall see that all orders and resolutions of the Board of Directors
are put into effect, subject, however, to the right of the Board of Directors to
delegate  any  specific  powers,  except  such as may be by statute  exclusively
conferred on the President, to any other officer or officers of the Corporation;
shall execute bonds,  mortgages and other  contracts  requiring a seal under the
seal  of the  Corporation,  except  where  required  or  permitted  by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly  delegated by the Board of Directors to some other officer or
agent of the  Corporation.  In the absence or  incapacity of the Chairman of the
Board,  the  President  shall  preside at meetings of the  shareholders  and the
directors.  If there is no Chairman of the Board,  the President  shall have and
exercise  all powers  conferred  by these Bylaws or otherwise on the Chairman of
the Board.

                                   ARTICLE 16
                               THE VICE PRESIDENT

          Section  16.1  The Vice  President  or,  if more  than  one,  the Vice
Presidents  in the order  established  by the Board of Directors  shall,  in the
absence or incapacity of the President,  exercise all the powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have such
other authority and perform such other duties as may be provided in these Bylaws
or as shall be determined by the Board of Directors or the  President.  Any Vice
President  may, in the  discretion of the Board of  Directors,  be designated as
"executive", "senior", or by departmental or functional classification.

                                   ARTICLE 17
                                  THE SECRETARY

          Section 17.1 The  Secretary  shall attend all meetings of the Board of
Directors and of the  shareholders  and keep accurate  records thereof in one or
more minute books kept for that purpose and shall perform the duties customarily
performed  by the  secretary  of a  corporation  and such other duties as may be
assigned to him by the Board of Directors or the President.
<PAGE>

                                   ARTICLE 18
                                  THE TREASURER

          Section  18.1 The  Treasurer  shall have the custody of the  corporate
funds and  securities;  shall keep full and  accurate  accounts of receipts  and
disbursements in books belonging to the Corporation and shall perform such other
duties as may be assigned to him by the Board of Directors or the President.  He
shall give bond in such sum and with such surety as the Board of  Directors  may
from time to time direct.

                                   ARTICLE 19
                               ASSISTANT OFFICERS

          Section 19.1 Each assistant officer shall assist in the performance of
the duties of the officer to whom he is assistant  and shall perform such duties
in the absence of the officer.  He shall perform such  additional  duties as the
Board of  Directors,  the  President or the officer to whom he is assistant  may
from time to time assign him. Such officers may be given such  functional  title
as the Board of Directors shall from time to time determine.

                                   ARTICLE 20
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 20.1 The  Corporation  shall  indemnify any director,  officer
and/or employee, or any former director,  officer and/or employee, who was or is
a party  to,  or is  threatened  to be made a party  to,  or who is  called as a
witness in connection with any threatened,  pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that such
person is or was a director,  officer and/or employee of the Corporation,  or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee or agent of another bank,  partnership,  joint venture,  trust or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed to be in, or not opposed to, the best  interests of the
Corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement,  conviction or upon a
plea  of nolo  contendere  or its  equivalent,  shall  not of  itself  create  a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.
<PAGE>

          Section 20.2 The  Corporation  shall  indemnify any director,  officer
and/or  employee,  who was or is a party to, or is threatened to be made a party
to, or who is called as a witness in connection with, any threatened, pending or
completed  action or suit by or in the  right of the  Corporation  to  procure a
judgment  in its  favor by  reason  of the fact  that  such  person  is or was a
director,  officer and/or employee of the  Corporation,  or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another bank,  partnership,  joint venture,  trust or other  enterprise  against
amounts paid in settlement and expenses (including attorney's fees) actually and
reasonably  incurred by him in connection  with the defense or settlement of, or
serving as a witness  in, such action or suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation and except that no  indemnification  shall be made in respect of
any such claim, issue or matter as to which such person shall have been adjudged
to be liable for misconduct in the performance of his duty to the Corporation.

          Section  20.3  Except as may be  otherwise  ordered by a court,  there
shall be a presumption that any director, officer and/or employee is entitled to
indemnification  as  provided  in this Bylaw  unless  either a  majority  of the
directors who are not involved in such proceedings ("disinterested  directors"),
or, if there are less than three  disinterested  directors,  then the holders of
one-third of the outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such  determination in writing
to the Secretary of the Corporation. In such event the disinterested director(s)
or,  in the  event  of  certification  by  shareholders,  the  Secretary  of the
Corporation shall request of independent counsel, who may be the outside general
counsel of the  Corporation,  a written opinion as to whether or not the parties
involved are entitled to indemnification under this Bylaw.

          Section  20.4  Expenses  incurred  in  defending  a civil or  criminal
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking by or on behalf of the director,  officer  and/or  employee to repay
such amount unless it shall  ultimately be determined  that he is entitled to be
indemnified by the Corporation as authorized in this Bylaw.

          Section 20.5 The indemnification provided by this Article shall not be
deemed  exclusive of any other rights to which a person seeking  indemnification
may be entitled  under any agreement,  vote of  shareholders,  or  disinterested
directors,  or  otherwise,  both as to action  in his  official  capacity  which
serving as a director,  officer, and/or employee, or as to any action in another
capacity while holding such office. The Board of Directors,  may, by resolution,
provide for additional  indemnification or advancement of expenses to or for any
director,   officer,   and/or   employee  of  the   Corporation   provided  said
indemnification  is not  inconsistent  with the provisions of these Bylaws,  the
Articles of  Incorporation  of the  Corporation,  applicable  provisions  of the
Business  Corporation  Law, Act of May 5, 1933,  P.L.  364, as amended,  and the
Director's  Liability  Act,  Act of  November  28,  1986,  P.L.  145,  or  other
applicable provisions of law. The indemnification provided by this Article shall
continue  as to a  person  who has  ceased  to be a  director,  officer,  and/or
employee   and  shall   inure  to  the   benefit  of  the  heirs  and   personal
representatives of such person.
<PAGE>

          Section 20.6 No director of the Corporation shall be personally liable
for monetary  damages as such for any action  taken,  or any failure to take any
action, in the director's  capacity as a director of the Corporation or pursuant
to the request of the Corporation unless (i) the director has breached or failed
to perform the duties of his/her office as set forth in the Business Corporation
Law, Act of May 5, 1933, P.L. 364, as amended, and the Director's Liability Act,
Act of November 28, 1986,  or other  applicable  provisions of law, and (ii) the
breach or failure to perform  constitutes  self-dealing,  willful  misconduct or
recklessness. This Bylaw shall not apply to the responsibility or liability of a
director for the payment of taxes pursuant to local,  state,  or federal law, or
to the  responsibility  or  liability  of a director  pursuant  to any  criminal
statute.

          Section 20.7 This  Corporation  may, by act of the Board of Directors,
create a fund to secure or insure its  indemnification  obligations  under these
Bylaws,  the Articles of  Incorporation  of the  Corporation,  any resolution of
Directors or agreement or vote of  shareholders as authorized in Section 20.5 of
this Bylaw, applicable provisions of the Business Corporation Law, Act of May 5,
1933,  P.L. 364, as amended,  and the Director's  Liability Act, Act of November
28, 1986, or other applicable provisions of law.
<PAGE>

                                   ARTICLE 21
                     CERTIFICATED AND UNCERTIFICATED SHARES

          Section 21.1 The shares of the Corporation's stock may be certificated
or uncertificated as provided under  Pennsylvania law. 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, the par value of each share or a statement that such
shares  are  without  par  value,  as the case may be;  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.



                                   ARTICLE 22
                               TRANSFER OF SHARES

          Section  22.1  Transfer  of  shares  may be made on the  books  of the
Corporation only by the recorded holder of such shares,  or by attorney lawfully
constituted in writing,  and in the case of shares represented by a certificate,
upon surrender of the certificate.  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  cancelled and the
transfer recorded upon the share register of the Corporation.  No transfer shall
be made if it would be  inconsistent  with the  provisions  of  Article 8 of the
Pennsylvania Uniform Commercial Code.


                                   ARTICLE 23
                                LOST CERTIFICATES

          Section 23.1 Where a shareholder of the Corporation  alleges the loss,
theft or destruction of one or more  certificates  for shares of the Corporation
and requests the issuance of a substitute  certificate  therefore,  the Board of
Directors may direct a new certificate of the same tenor and for the same number
of shares to be issued to such person upon such person's  making of an affidavit
in form  satisfactory  to the  Board of  Directors  setting  forth  the facts in
connection  therewith,  provided  that prior to the receipt of such  request the
Corporation  shall not have either  registered a transfer of such certificate or
received  notice  that  such  certificate  has  been  acquired  by a  bona  fide
purchaser.  When  authorizing  such  issue  of a new  certificate  the  Board of
Directors  may, in it  discretion  and as a condition  precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
heirs or legal  representatives,  as the case may be, to  advertise  the same in
such manner as it shall require and/or give the  Corporation a bond in such form
and sum and with surety or  sureties,  with fixed or open  penalty,  as shall be
satisfactory  to the Board of  Directors,  as  indemnity  for any  liability  or
expense  which it may  incur by  reason of the  original  certificate  remaining
outstanding.

                                   ARTICLE 24
                                    DIVIDENDS

          Section 24.1 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 or the Articles of Incorporation.
<PAGE>

          Section 24.2 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 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 interest of
the  Corporation,  and the Board of  Directors  may reduce or  abolish  any such
reserve in the manner in which it was created.


                                   ARTICLE 25
                        FINANCIAL REPORT TO SHAREHOLDERS

          Section 25.1 The President and the Board of Directors shall present at
each annual  meeting of the  shareholders  a full and complete  statement of the
business and affairs of the Corporation for the preceding year.

                                   ARTICLE 26
                                   INSTRUMENTS

          Section  26.1  All  checks  or  demands  for  money  and  notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons  as the  President  or the  Board of  Directors  may  from  time to time
designate.

          Section   26.2   All   agreements,   indentures,   mortgages,   deeds,
conveyances,  transfers,  certificates,   declarations,   receipts,  discharges,
releases,   satisfactions,    settlements,   petitions,   schedules,   accounts,
affidavits, bonds, undertakings, proxies and other instruments and documents may
be signed, executed,  acknowledged,  verified,  delivered or accepted, including
those in connection with the fiduciary powers of the  Corporation,  on behalf of
the Corporation, by the President or other persons as may be designated by him.

                                   ARTICLE 27
                                   FISCAL YEAR

          Section  27.1 The fiscal  year of the  Corporation  shall begin on the
first day of January in each year and end on the thirty-first day of December in
each year.


                                   ARTICLE 28
                           NOTICES AND WAIVERS THEREOF

          Section 28.1  Whenever,  under the  provisions of applicable law or of
the Articles of Incorporation or of these Bylaws,  written notice is required to
be given to any person,  it may be given to such person either  personally or by
sending a copy thereof through the mail or by telegram,  charges prepaid, to his
address  appearing  on the books of the  corporation  or  supplied by him to the
Corporation  for  the  purpose  of  notice.  If the  notice  is  sent by mail or
telegraph,  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  for
transmission to such person.  Such notice shall specify the place,  day and hour
of the  meeting  and,  in the case of a special  meeting  of  shareholders,  the
general nature of the business to be transacted.

          Section 28.2 Any written notice required to be given to any person may
be waived in writing signed by the person entitled to such notice whether before
or after the time stated  therein.  Attendance of any person entitled to notice,
whether  in person or by proxy,  at any  meeting  shall  constitute  a waiver of
notice of such  meeting,  except  where  any  person  attends a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting was not lawfully called or convened. Where written notice is required of
any  meeting,  the waiver  thereof  must specify the purpose only if it is for a
special meeting of shareholders.
<PAGE>

                                   ARTICLE 29
                                   AMENDMENTS

          Section 29.1 These  Bylaws may be altered,  amended or repealed by the
affirmative vote of the holders of sixty-six and two-thirds (66 2/3%) percent of
the  outstanding  shares of Common Stock 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  at any  regular  or special  meeting
thereof duly convened  after notice to the  directors of that  purpose,  subject
always to the power of the  shareholders  to change  such action of the Board of
Directors by the affirmative vote of the holders of sixty-six and two-thirds (66
2/3%) percent of the outstanding shares of Common Stock.