EXHIBIT 3(ii)


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                                     BYLAWS
                                       OF
                            ADVANCE FINANCIAL BANCORP


                                    ARTICLE I
                                Principal Office

      The home office of Advance  Financial  Bancorp (the "Company") shall be at
1015 Commerce Street in the City of Wellsburg, County of Brooke, in the State of
West  Virginia  or at such  other  place  within  or  without  the State of West
Virginia  as the  board of  directors  shall  from time to time  determine.  The
Company may also have offices at such other  places  within or without the State
of West Virginia as the board of directors shall from time to time determine.


                                   ARTICLE II
                                  Stockholders

      SECTION  1.  Place  of  Meetings.  All  annual  and  special  meetings  of
stockholders  shall be held at the  principal  office of the  Company or at such
other  place  within  or  without  the  State of West  Virginia  as the board of
directors may determine and as designated in the notice of such meeting.

      SECTION 2. Annual  Meeting.  A meeting of the  stockholders of the Company
for the election of directors and for the  transaction  of any other business of
the  Company  shall be held  annually  at such  date  and  time as the  board of
directors may determine.

      SECTION 3. Special Meetings.  Special meetings of the stockholders for any
purpose or purposes may be called at any time by the  president or by a majority
of the board of  directors or by a committee  of the board of  directors,  whose
members  will be  designated  from time to time by the board of  directors,  and
which  committee  will have been  delegated the power and authority to call such
meetings.


      SECTION 4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors. The board of directors shall designate, when present, any director
or the 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 or purposes  for which the meeting is called
shall be mailed by the secretary or the officer performing such duties, not less
than ten days nor more than sixty days before the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the stockholder
at the  address  as it  appears  on the stock  transfer  books or records of the
Company as of the record date  prescribed  in Section 6 of this Article II, with
postage thereon prepaid. If a stockholder is present at a meeting, or in writing
waives notice thereof before or after the meeting, notice of the meeting to such
stockholder shall be unnecessary.  When any stockholders' meeting, either annual
or special,  is adjourned for more than thirty days, or if after the adjournment
a new record date is fixed for the  adjourned  meeting,  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
thirty  days or less  or of the  business  to be  transacted  at such  adjourned
meeting,  other than an announcement at the meeting at which such adjournment is
taken.



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      SECTION  6.  Fixing  of  Record  Date.  For  the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than sixty  days,  and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof;  provided,  however,  that the board of directors  may fix a new record
date for the adjourned meeting.

      SECTION 7. Voting  Lists.  The officer or agent having charge of the stock
transfer  books for shares of the Company  shall make,  at least ten days before
each meeting of stockholders,  a complete record of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the  address of and the number of shares held by each.  The  record,  for a
period of ten days before such  meeting,  shall be kept on file at the principal
office of the Company, and shall be subject to inspection by any stockholder for
any purpose germane to the meeting at any time during usual business hours. Such
record shall also be produced and kept open at the time and place of the meeting
and shall be  subject  to the  inspection  of any  stockholder  for any  purpose
germane to the meeting during the whole time of the meeting.  The original stock
transfer  books  shall  be the  only  evidence  as to who are  the  stockholders
entitled to examine  such record or transfer  books or to vote at any meeting of
stockholders.

      SECTION 8.  Quorum.  A majority of the  outstanding  shares of the Company
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting  from time to time,  subject to the notice  requirements  of
Section 5 of this Article II. 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 stockholders present at a
duly  organized  meeting may continue to transact  business  until  adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.

      SECTION 9. Proxies.  At all meetings of  stockholders,  a stockholder  may
vote  by  proxy  executed  by the  stockholder  in the  manner  provided  by the
Certificate  of  Incorporation.  Proxies  solicited on behalf of the  management
shall be  voted as  directed  by the  stockholder  or,  in the  absence  of such
direction,  as  determined  by a  majority  of the  board of  directors  or by a
majority  of a  committee  of the  board of  directors,  whose  members  will be
designated from time to time by the board of directors, and which committee will
have been  delegated  the power and  authority  to act on behalf of the board of
directors.  No proxy  shall be valid  after  eleven  months from the date of its
execution unless otherwise provided in the proxy.

      SECTION 10.  Voting.  At each  election for  directors  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held by him.  Directors shall be elected by a plurality of votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  Unless otherwise provided in the Certificate
of  Incorporation,  by statute,  or by these  Bylaws,  in matters other than the
election of directors, a majority of the shares present in person or represented
by proxy at a lawful meeting and entitled to vote on the subject  matter,  shall
be sufficient to pass on a transaction or matter.


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      SECTION  11.  Voting of Shares  in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions  to the  Company  to the  contrary,  at any  meeting  of the
stockholders of the Company,  any one or more of such  stockholders 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
these  persons  are  entitled  shall be cast as  directed by a majority of those
holding  such stock 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 12. 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, trustee, or conservator may be voted by such
person,  either in person or by proxy,  without a transfer  of such  shares into
such person's  name.  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 such receiver's 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  stockholder  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 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 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  13.  Inspectors  of  Election.  In  advance  of  any  meeting  of
stockholders,  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  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the chairman of the board of directors or the  president may
make such appointment at the meeting.  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 meeting or the president.

            Unless  otherwise  prescribed by applicable  law, the duties of such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  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 right 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 stockholders.

      SECTION 14. Nominating Committee.  The board of directors,  or a committee
of the board of  directors  delegated  such power and  authority by 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
twenty days prior to the date of the annual  meeting.  Provided  such  committee
makes such nominations, no nominations for directors except

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those made by the nominating committee shall be voted upon at the annual meeting
unless other  nominations by  stockholders  are made in writing and delivered to
the  secretary of the Company in accordance  with the  provisions of Article II,
Section 15 of these Bylaws.

      SECTION  15.  Notice  for  Nominations   and  Proposals.   Nominations  of
candidates for election as directors at any annual meeting of  stockholders  may
be made (a) by, or at the  direction of, a majority of the board of directors or
a committee  thereof in accordance with Section 14 of these Bylaws or (b) by any
stockholder  entitled to vote at such annual meeting.  Only persons nominated in
accordance  with the  procedures  set forth in this Section 15 shall be eligible
for election as directors at an annual meeting. Ballots bearing the names of all
the persons who have been  nominated  for  election  as  directors  at an annual
meeting in accordance  with the procedures set forth in this Section 15 shall be
provided for use at the annual meeting.

      Nominations,  other than those made in accordance with Section 14 of these
Bylaws,  shall be made  pursuant to timely notice in writing to the Secretary of
the  Company  as set forth in this  Section  15. To be timely,  a  stockholder's
notice shall be delivered to, or mailed and received at, the principal office of
the  Company  not  less  than  60  days  prior  to the  anniversary  date of the
immediately  preceding annual meeting of stockholders of the Company;  provided,
however, that with respect to the first scheduled annual meeting,  notice by the
stockholder must be so delivered or received no later than the close of business
on the tenth day  following the day on which notice of the date of the scheduled
meeting must be delivered or received no later than the close of business on the
fifth day preceding the date of the meeting. Such stockholder's notice shall set
forth (a) as to each  person  whom the  stockholder  proposes  to  nominate  for
election  or  re-election  as a director  and as to the  stockholder  giving the
notice (i) the name, age, business address and residence address of such person,
(ii) the principal  occupation or employment of such person, (iii) the class and
number of shares of Company  stock which are  Beneficially  Owned (as defined in
Article XIII of the Certificate of  Incorporation) by such person on the date of
such stockholder notice, and (iv) any other information  relating to such person
that is required to be  disclosed  in  solicitations  of proxies with respect to
nominees  for  election  as  directors,  pursuant  to  Regulation  14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, but
not limited to,  information  required to be disclosed by Items 4, 5, 6 and 7 of
Schedule 14A to be filed with the  Securities  and Exchange  Commission  (or any
successors  of such items or schedule or, if no successor to such items  exists,
then in  accordance  with  these  items  as they  existed  upon  the date of the
adoption of these Bylaws);  and (b) as to the stockholder  giving the notice (i)
the name and address, as they appear on the Company's books, of such stockholder
and any other  stockholders  known by such  stockholder  to be  supporting  such
nominees  and (ii) the class and  number of shares of  Company  stock  which are
Beneficially  Owned by such stockholder on the date of such  stockholder  notice
and, to the extent known, by any other stockholders known by such stockholder to
be  supporting  such  nominees on the date of such  stockholder  notice.  At the
request of the board of directors,  any person nominated by, or at the direction
of, the Board for election as a director at an annual  meeting  shall furnish to
the  Secretary  of the Company  that  information  required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.

      Proposals,  other than those made by or at the  direction  of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Company as set forth in this Section 15. For stockholder  proposals to be
included in the Company's proxy materials,  the stockholder must comply with all
the timing and informational  requirements of Rule 14a-8 of the Exchange Act (or
any  successor  regulation  or,  if no  successor  regulation  exists,  then  in
accordance  with the  regulation  as it existed upon the date of the adoption of
these  Bylaws).  With respect to  stockholder  proposals to be considered at the
annual  meeting  of  stockholders  but  not  included  in  the  Company's  proxy
materials,  the  stockholder's  notice  shall be  delivered  to, or  mailed  and
received at, the principal office of the Company not less than

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60 days  prior  to the  anniversary  date of the  immediately  preceding  annual
meeting of  stockholders  of the Company.  Such  stockholder's  notice shall set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting (a) a brief description of the proposal desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting, (b) the name and address, as they appear on the Company's books, of the
stockholder  proposing  such  business  and,  to the  extent  known,  any  other
stockholders  known by such stockholder to be supporting such proposal,  (c) the
class and number of shares of the Company stock which are Beneficially  Owned by
the stockholder on the date of such stockholder notice and, to the extent known,
by any  other  stockholders  known by such  stockholder  to be  supporting  such
proposal on the date of such stockholder  notice, and (d) any financial interest
of the stockholder in such proposal (other than interests which all stockholders
would have).

      The board of  directors  may reject any  nomination  by a  stockholder  or
stockholder proposal not timely made in accordance with the requirements of this
Section  15. If the  board of  directors,  or a  designated  committee  thereof,
determines  that the  information  provided in a  stockholder's  notice does not
satisfy the  informational  requirements of this Section 15 in any respect,  the
Secretary of the Company shall notify such  stockholder of the deficiency in the
notice.  The  stockholder  shall have an  opportunity  to cure the deficiency by
providing  additional  information to the Secretary  within such period of time,
not to exceed  five days  from the date such  deficiency  notice is given to the
stockholder,  as the  board of  directors  or such  committee  shall  reasonably
determine. If the deficiency is not cured within such period, or if the board of
directors  or  such  committee   reasonably   determines   that  the  additional
information  provided by the stockholder,  together with information  previously
provided,  does not satisfy the  requirements of this Section 15 in any respect,
then the  board  of  directors  may  reject  such  stockholder's  nomination  or
proposal.  The Secretary of the Company  shall notify a  stockholder  in writing
whether such  stockholder's  nomination  or proposal has been made in accordance
with the time and informational requirements of this Section 15. Notwithstanding
the  procedures set forth in this  paragraph,  if neither the board of directors
nor such committee makes a  determination  as to the validity of any nominations
or proposals by a stockholder, the presiding officer of the annual meeting shall
determine and declare at the annual  meeting  whether the nomination or proposal
was made in  accordance  with the terms of this  Section  15.  If the  presiding
officer determines that a nomination or proposal was made in accordance with the
terms of this Section 15, the  presiding  officer shall so declare at the annual
meeting and ballots  shall be provided  for use at the meeting  with  respect to
such nominee or proposal.  If the presiding officer determines that a nomination
or proposal  was not made in  accordance  with the terms of this Section 15, the
presiding shall so declare at the annual meeting and the defective nomination or
proposal shall be disregarded.


                                   ARTICLE III
                               Board of Directors

      SECTION 1. General  Powers.  The business and affairs of the Company shall
be under the direction of its board of directors.  The board of directors  shall
annually  elect a president from among its members and may also elect a chairman
of the board from among its  members.  The board of directors  shall  designate,
when present, any director or the president to preside at its meetings.

      SECTION 2.  Number,  Term,  and  Election.  The board of  directors  shall
consist of eight (8) 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 or  qualified.  The
board of directors  shall be classified in accordance with the provisions of the
Company's Certificate of Incorporation.  The board of directors may increase the
number of members of the board of directors  but in no event shall the number of
directors be increased in excess of fifteen.

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      SECTION 3. Place of Meetings. All annual and special meetings of the board
of  directors  shall be held at the  principal  office of the Company or at such
other  place  within  or  without  the  State of West  Virginia  as the board of
directors may  determine  and as  designated  in the notice of such meeting,  if
necessary.

      SECTION 4. Regular  Meetings.  A regular meeting of the board of directors
shall be held without  other notice than this Bylaw at such time and date as the
board of directors may determine.

      SECTION 5. Special  Meetings.  Special  meetings of the board of directors
may be called by or at the request of the  president,  the chairman of the board
of directors,  or by one-third of the directors.  The persons authorized to call
special  meetings of the board of directors  may fix any place within or without
the State of West  Virginia 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 similar  communications  equipment by which all
persons participating in the meeting can hear each other.

      SECTION 6. Notice. Written notice of any special meeting shall be given to
each  director at least two days  previous  thereto  delivered  personally or by
telegram or at least five days previous thereto 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 United  States mail so  addressed,  with
postage thereon prepaid if mailed or when delivered to the telegraph  company if
sent by  telegram.  Any  director  may waive  notice of any meeting by a writing
filed with the secretary before, during, or after the meeting. 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 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 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 entire
board of directors,  unless a greater number is prescribed by these Bylaws,  the
Certificate of Incorporation, or the laws of Delaware.

      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  principal  office  of the  Company
addressed to the president.  Unless otherwise  specified herein such resignation
shall take effect upon receipt thereof by the president.


                                       -6-

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      SECTION 11.  Vacancies.  Any vacancy  occurring  in the board of directors
shall be filled in accordance  with the provisions of the Company's  Certificate
of Incorporation.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors then in office.  The term of such director shall be in accordance with
the provisions of the Company's Certificate of Incorporation.

      SECTION 12. Removal of Directors. Any director or the entire board of
directors  may be  removed  for  cause  and  then  only in  accordance  with the
provisions of the Company's Certificate of Incorporation.

      SECTION 13. 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.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Company in any other capacity and receiving remuneration therefor.

      SECTION  14.  Presumption  of Assent.  A director  of the  Company  who is
present at a meeting 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
the  director's  dissent or  abstention  shall be entered in the  minutes of the
meeting or unless the director 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 Company
immediately  after the  adjournment of the meeting.  Such right to dissent shall
not apply to a director who votes in favor of such action.


                                   ARTICLE IV
                      Committees of the Board of Directors

      The board of directors may, by resolution passed by a simple majority of a
quorum, designate one or more committees,  as they may determine to be necessary
or appropriate for the conduct of the business of the Company, and may prescribe
the duties,  constitution,  and procedures thereof. Each committee shall consist
of one or more  directors of the Company.  The board may  designate  one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of the committee.

      The board of  directors  shall have power,  by the  affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Company  provided,  however,  that notice to the board of  directors,  the chief
executive  officer,  the chairman of such  committee,  or the secretary shall be
deemed to constitute  notice to the Company.  Such resignation shall take effect
upon receipt of such notice or at any later time specified therein;  and, unless
otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.



                                       -7-

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                                    ARTICLE V
                                    Officers

      SECTION 1.  Positions.  The officers of the Company  shall include a chief
executive officer,  president,  one or more vice presidents,  a secretary, and a
treasurer,  each of whom shall be elected by the board of directors. The offices
of the  secretary  and  treasurer  may be held  by the  same  person  and a vice
president  may also be  either  the  secretary  or the  treasurer.  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 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 Company shall
be elected  annually by the board of directors at the first meeting of the board
of directors held after each annual meeting of the stockholders. 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  shall
have been duly  elected  and  qualified,  until death or  resignation,  or until
removal  in the manner  hereinafter  provided.  Election  or  appointment  of an
officer,  employee,  or agent shall not of itself create  contract  rights.  The
board of  directors  may  authorize  the  Company  to enter  into an  employment
contract  with any officer in  accordance  with state law; 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 vote of the majority
of the board of directors whenever,  in its judgment,  the best interests of the
Company will be served thereby, but such removal, other than for cause, shall be
without prejudice to the contract rights, if any, of the person so removed.

      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  and no officer  shall be prevented
from  receiving  such  salary by reason of the fact that the  officer  is also a
director of the Company.



                                   ARTICLE VI
                      Contracts, Loans, Checks and Deposits

      SECTION 1.  Contracts.  To the extent  permitted  by  applicable  law, and
except as otherwise prescribed by the Company's  Certificate of Incorporation or
these Bylaws with respect to certificates for shares, the board of directors may
authorize  any  officer,  employee,  or agent of the  Company  to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the Company. Such authority may be general or confined to specific instances.


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<PAGE>



      SECTION 2. Loans.  No loans shall be  contracted  on behalf of the 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 Company shall be signed by one or more officers,  employees, or agents of
the  Company  in such  manner  as  shall  from  time to  time be  determined  by
resolution of the board of directors.

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


                                   ARTICLE VII
                   Certificates for Shares and Their Transfer

      SECTION 1.  Certificates  for Shares.  The shares of the Company  shall be
represented by  certificates  signed by the president or a vice president and by
the  treasurer or by the  secretary  of the Company,  and may be sealed with the
seal of the Company or a facsimile thereof.  Any or all of the signatures upon a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent,  or  registered  by a  registrar,  other  than the  Company  itself or an
employee  of the  Company.  If any  officer  who has  signed or whose  facsimile
signature  has been  placed upon such  certificate  shall have ceased to be such
officer before the  certificate is issued,  it may be issued by the Company with
the same effect as if the person were such officer at the date of its issue.

      SECTION  2.  Form of Share  Certificates.  All  certificates  representing
shares  issued by the  Company  shall  set forth  upon the face or back that the
Company will furnish to any  stockholder  upon request and without charge a full
statement of the designations,  preferences, limitations, and relative rights of
the shares of each class authorized to be issued, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and  determined,  and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

      Each  certificate  representing  shares shall state upon the face thereof:
that the Company is organized under the laws of the State of Delaware;  the name
of the person to whom issued; the number and class of shares; the date of issue;
the designation of the series,  if any, which such certificate  represents;  and
the par value of each share represented by such certificate, or a statement that
the shares are  without  par value.  Other  matters in regard to the form of the
certificates shall be determined by the board of directors.

      SECTION 3.  Payment for  Shares.  No  certificate  shall be issued for any
share until such share is fully paid.

      SECTION 4. Form of Payment for Shares.  The consideration for the issuance
of shares shall be paid in accordance with the provisions of Delaware law.


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<PAGE>



      SECTION 5. Transfer of Shares.  Transfer of shares of capital stock of the
Company  shall be made  only on its stock  transfer  books.  Authority  for such
transfer shall be given only by the holder of record thereof or by such person's
legal representative, who shall furnish proper evidence of such authority, or by
the person's  attorney  thereunto  authorized by power of attorney duly executed
and filed with the 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  Company  shall be  deemed by the
Company to be the owner thereof for all purposes.

      SECTION 6. Stock Ledger. The stock ledger of the Company shall be the only
evidence as to who are the  stockholders  entitled to examine the stock  ledger,
the list required by Section 7 of Article II, or the books of the Company, or to
vote in person or by proxy at any meeting of stockholders.

      SECTION  7. Lost  Certificates.  The board of  directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Company alleged to have been lost,  stolen, or destroyed,  upon the making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or the owner's legal representative,  to give the Company a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the Company with respect to the  certificate  alleged to have been lost,
stolen, or destroyed.

      SECTION 8. Beneficial  Owners.  The Company shall be entitled to recognize
the exclusive  right of a person  registered on its books as the owner of shares
to  receive  dividends,  and to vote as such  owner,  and  shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other  person,  whether or not the  Company  shall have  express or other
notice thereof, except as otherwise provided by law.


                                  ARTICLE VIII
                            Fiscal Year; Annual Audit

      The fiscal year of the  Company  shall end on the last day of June of each
year.  The  Company  shall be  subject  to an annual  audit as of the end of its
fiscal year by independent  public  accountants  appointed by and responsible to
the board of directors.


                                   ARTICLE IX
                                    Dividends

      Subject  to  the  provisions  of  the  Certificate  of  Incorporation  and
applicable  law, the board of directors may, at any regular or special  meeting,
declare dividends on the Company's  outstanding capital stock.  Dividends may be
paid in cash, in property, or in the Company's own stock.


                                    ARTICLE X
                                 Corporate Seal

      The  corporate  seal of the Company  shall be in such form as the board of
directors shall prescribe.


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<PAGE>



                                   ARTICLE XI
                                   Amendments

      The Bylaws  may be  altered,  amended,  or  repealed  or new Bylaws may be
adopted in the manner set forth in the Certificate of Incorporation.













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