RESTATED
                                     By-laws
                                       of
                                  MESTEK, INC.

                                    ARTICLE I
                                  Shareholders

Section 1.1                      Annual Meeting

         The annual meeting of  shareholders  shall be scheduled at such time on
such day as may be fixed by the Board of Directors  but not later than June 30th
of each year, for the purpose of electing  directors and for the  transaction of
any other  business that may properly  come before the meeting.  Notwithstanding
the  foregoing,  the Board of Directors  may in their  discretion  accelerate or
postpone the date and time of the annual meeting of  shareholders,  irrespective
of any prior notice of the date and time of the annual  meeting  provided to the
shareholders,  not more than  sixty  (60) days from the date  specified  in such
prior notice,  provided however, that the notice of the accelerated or postponed
meeting,  as the case may be,  shall be given in  accordance  with  Section  1.4
hereof.
Section 1.2                      Special Meetings

         Special  meetings of the  shareholders may be called at any time by the
Chairman of the Board,  by any vice chairman of the Board,  by a majority of the
Directors  then in office,  or a shareholder  or group of  shareholders  holding
twenty percent (20%) or more of the issued and  outstanding  common stock of the
Corporation. A request for a special meeting shall be in writing directed to the
secretary of the  Corporation  and state the purpose or purposes of the proposed
meeting.  A special  meeting of the  shareholders  may be called for any purpose
that may properly come before the shareholders; however, any business transacted
at such special  meetings shall be confined to the purpose or purposes stated in
the written  request  therefor and notice  thereof.  Upon written request of any
person or person who has duly called a special meeting,  the secretary shall fix
the time of the meeting  which shall be held not more than sixty (60) days after
the receipt of the request. If the secretary neglects or refuses to fix the time
of the meeting, the person or persons calling the meeting may do so. Section 1.3
Place of Meeting

         All meetings of the shareholders  shall be held at the principal office
of the Corporation or at such other place, within or outside the Commonwealth of
Pennsylvania, as may be designated by the Board of Directors from time to time.

Section 1.4                      Notice

         Written notice of every meeting of the  shareholders  shall be given in
any lawful manner by, or at the  direction of the secretary or other  authorized
person or, if he or she neglects or refuses to do so, may be given by the person
or persons calling the meeting,  to each  shareholder of record entitled to vote
at the  meeting,  at least five (5) days prior to the day named for the meeting,
unless a greater  period of notice is required by statute,  or by the rules of a
national stock  exchange on which the  Corporation=s  shares are listed,  in the
particular  case. The notice of meeting shall specify the place, day and hour of
the meeting  and, in the case of a special  meeting,  the purpose or purposes of
such meeting,  and, if applicable,  the notice shall state that the purpose,  or
one of the purposes,  of the meeting is to consider the  adoption,  amendment or
repeal of the By-laws; in that case, the notice shall include, or be accompanied
by, a copy of the  proposed  amendment or a summary of the changes to be made by
the amendment.

Section 1.5                      Quorum

         A  shareholders  meeting  duly called  shall not be  organized  for the
transaction of business unless a quorum is present. The presence in person or by
proxy of shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast on a particular matter to be acted upon at the
meeting shall constitute a quorum for the purposes of  consideration  and action
on the matter. The shareholders present at a duly organized meeting may continue
to do  business  until  adjournment  even though the  withdrawal  of a number of
shareholders from such meeting leaves less than a quorum. If a meeting cannot be
organized  because a quorum has not  attended,  those  shareholders  present may
adjourn the meeting from time to time, without notice other than announcement at
such meeting, until a quorum is present.

Section 1.6                      Organization

          At every  meeting of the  shareholders,  the  Chairman of the Board of
Directors, or in his absence, the Vice Chairman of the Board of Directors, or in
his  absence,  a person  selected by the  shareholders,  shall act as  presiding
officer of the meeting, and the secretary,  or in his absence, a person selected
by the presiding officer of the meeting shall act as secretary.
Section 1.7                      Action by Shareholders

         (a)  Except  as  otherwise  specified  herein,  or in the  Articles  of
Incorporation of the Corporation (the "Articles"),  or required by law, whenever
any  corporate  action is to be taken by vote of the  shareholders,  it shall be
authorized upon receiving the  affirmative  vote of a majority of the votes cast
by all shareholders  entitled to vote on the matter, and if any shareholders are
entitled to vote on the matter as a class,  upon receiving the affirmative  vote
of a majority of the votes cast by the shareholders  entitled to vote as a class
on the matter.

         (b)  Unless  the  Articles  provide  otherwise,  in  each  election  of
directors,  every shareholder  entitled to vote shall have the right to multiply
the  number of votes to which  that  shareholder  is  entitled  by the number of
directors  to be elected  in the same  election  by the  holders of the class or
classes,  if any, of which his or her shares are a part;  and, to cast the whole
number of votes thus obtained for one candidate, or to distribute them among any
two or more candidates.


                                   ARTICLE II
                               Board of Directors

Section 2.1                      General

         All powers  vested by law in the  Corporation  shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the  direction of, the Board of Directors,  except for such powers
or  authorities   that  by  law  or  by  the  Articles  are  reserved  unto  the
shareholders.

Section 2.2                      Number, Qualifications, Term of Office

         The Board of Directors of the  Corporation  shall,  whenever  possible,
consist of an odd number of directors  numbering  not less than (3) and not more
than  fourteen (14)  directors,  the exact number to be set from time to time by
resolution of the Board of Directors of the Corporation.  Each director shall be
a natural  person not less than  twenty-one  (21) years of age but need not be a
resident of  Pennsylvania  or a shareholder  of the  Corporation.  Each director
shall  hold  office  until  the  expiration  of the term for which he or she was
elected and until that director has been  re-elected,  or until that  director's
successor has been elected and  qualified,  or that  director's  earlier  death,
resignation or removal. A decrease in the number of directors shall not have the
effect of shortening the term of any incumbent director.

Section 2.3                      Election

         Directors  of the  Corporation  shall be  elected  by the  shareholders
except as provided in Section 2.4 of these By-laws.

Section 2.4                      Vacancies

         Vacancies in the Board of Directors, including vacancies resulting from
an increase in the number of directors,  may be filled by a majority vote of the
remaining members of the Board though less than a quorum, or by a sole remaining
director,  and each  person so  appointed  shall  hold  office  until his or her
successor  has been  elected and  qualified  or until his or her earlier  death,
resignation  or  removal.  When one or more  directors  resign  from  the  Board
effective at a future date,  the directors then in office,  including  those who
have resigned,  shall have power by the  applicable  vote to fill the vacancies;
the vote will then take effect when the resignations become effective.

Section 2.5                      Nominations

         Nominations  for  election  to the  Board of  Directors  may be made by
resolution duly adopted at any meeting of the Board of Directors or a nominating
committee of the Board,  or by any  shareholder of the  Corporation  entitled to
notice of, and to vote at, any meeting  called for the  election  of  directors.
Nominations,  other than those made by or on behalf of the Board of Directors of
the  Corporation  or by a nominating  committee  of the Board,  shall be made in
writing and shall be received  by the  Chairman of the Board of the  Corporation
not later than (i) for an election of directors to be held at an annual  meeting
of shareholders,  one hundred twenty (120) days prior to the anniversary date of
the immediately  preceding annual meeting, and (ii) for an election of directors
to be held at a special  meeting of  shareholders,  the close of business on the
fifteenth  (15th) day following the date on which notice of the meeting is first
given to  shareholders  or  public  disclosure  of the  meeting  is  made.  Such
notification shall contain the following  information to the extent known to the
notifying  shareholder:  (a) the name and  residence  address  of each  proposed
nominee and of the notifying  shareholder;  (b) the principal occupation of each
proposed  nominee;  (c) any information  regarding each nominee  proposed by the
shareholder  that would be required to be  included in a proxy  statement  filed
with the Securities and Exchange Commission; and (d) the consent of each nominee
to serve  as a  director  of the  Corporation  if  elected.  If the  information
submitted to the Corporation  within the time prescribed  above is determined by
the Chairman of the Board of the Corporation to be deficient in any manner,  the
Chairman shall advise the notifying  shareholder in writing of the  deficiencies
within 15 days of the receipt thereof. The notifying  shareholder must then cure
such deficiencies by sending a revised notification to the Chairman of the Board
of the Corporation, giving the required information that must be received by the
Chairman of the Board in writing  within the times  specified in clauses (i) and
(ii), above.

Section 2.6                      Chairman of the Board

         The  directors of the  Corporation  shall elect from their own number a
chairman of the Board, who may or may not be an officer of the Corporation.  The
Chairman of the Board shall preside at all meetings of the  shareholders  and of
the  directors  and shall have such other  powers and duties as are  provided in
these  By-laws  and as may be  prescribed  from  time to time  by the  Board  of
Directors.

Section 2.7                      Vice Chairman of the Board

         The directors of the Corporation may elect from their own number a vice
chairman of the Board, who may or may not be an officer of the Corporation.  The
Vice Chairman of the Board shall, in the absence of the Chairman, preside at all
meetings of the  shareholders  and of the  directors,  and shall have such other
powers and duties as are provided in these By-laws and as may be prescribed from
time to time by the Board of Directors.

Section 2.8                      Regular Meetings

         The Board of Directors shall hold an annual meeting for the election of
officers  and the  transaction  of other  proper  business as soon as  practical
after,  and at the same place as, the annual  meeting of  shareholders.  Regular
meetings of the Board of  Directors  may be held at such day,  hour and place as
may be fixed by the Board,  within or outside the  Commonwealth of Pennsylvania;
but such regular meetings shall at a minimum be held quarterly.

Section 2.9                      Special Meetings

         Special  meetings  of the Board may be  called by the  Chairman  of the
Board, or any vice chairman of the Board,  or any two (2) directors.  The person
or persons  calling the special  meeting may fix the day,  hour and place of the
meeting, within or outside the Commonwealth of Pennsylvania.

Section 2.10                     Notice of Meetings

          Written notice, or oral notice with written confirmation no later than
the date of the  meeting,  of each  regular or  special  meeting of the Board of
Directors,  specifying the place, day and hour of the meeting, shall be given to
each  director  at least  forty-eight  (48)  hours  before  the time set for the
meeting  by the  secretary  of the  Corporation,  or in the case of any  special
meetings called pursuant to Section 2.9 of these By-laws,  the person or persons
calling such special  meeting,  or their  designee.  Such written notices may be
sent in the manner  provided  in Section 4.1  hereof.  No further  notice of any
annual  meeting of the Board of  Directors,  other than that provided by Section
2.8 of these By-laws,  need be given.  Neither the business to be transacted at,
nor the purpose of, any annual or regular meeting of the Board need be specified
in the notice of the  meeting.  Any notice  issued for a special  meeting  shall
state the purpose or purposes of such meeting.

Section 2.11                     Unanimous Written Consent

         Any action  required or permitted to be taken at a meeting of the Board
of  Directors  may be taken  without a meeting if,  prior or  subsequent  to the
action,  all of the directors then in office  execute a written  consent to such
action,  which  shall be  filed by the  secretary  of the  Corporation  with the
minutes of the Board of Directors.

Section 2.12                     Quorum of and Action by Directors

         A majority of the directors in office shall constitute a quorum for the
transaction  of business,  and the acts of a majority of  directors  present and
voting at a meeting at which a quorum is present  shall be the acts of the Board
of Directors except where a different vote is required by law or the Articles or
these By-laws. Every director shall be entitled to one vote.

Section 2.13                     Committees of the Board

         The Board of Directors may establish, on its own initiative or pursuant
to  the  applicable  rules  and  regulations  of  the  Securities  and  Exchange
Commission or of any applicable national stock exchange, one or more committees,
each  committee to consist of one or more of the  directors of the  Corporation.
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  or for  purposes  of any  written  action  of the  committee.  A
committee, to the extent provided by the Board of Directors,  shall have and may
exercise all of the powers and authority of the Board of Directors  delegated to
it by the Board of Directors,  except that a committee  shall not have any power
or authority as to: (i) the submission to shareholders  of any action  requiring
the approval of shareholders under the Pennsylvania  Business Corporation Law of
1988,  as it may be amended,  (ii) the  creation or filling of  vacancies in the
Board of Directors, (iii) the adoption, amendment or repeal of the By-laws, (iv)
the  amendment,  adoption or repeal of any  resolution  of the Board that by its
terms is amendable  or  repealable  only by the Board,  or (v) action on matters
committed by the By-laws or resolution of the Board to another  committee of the
Board. Each committee of the Board shall serve at the pleasure of the Board.

Section 2.14                     Standing Committees

         There shall be the following standing committees of the Board:

         Audit Committee - The Audit  Committee's  responsibilities  include (a)
         reviewing and evaluating the work and performance of the  Corporation's
         independent  accountants  and  making  recommendations  to the Board of
         Directors regarding the selection of such independent accountants,  (b)
         conferring with the  Corporation's  financial  officers and independent
         accountants  and  evaluating  the  Corporation's   internal  accounting
         methods and  procedures  and to  recommend  changes in such methods and
         procedures,  (c) reporting on the discussions of the Committee with the
         Corporation=s  financial officers and independent accountants regarding
         the audited  financial  statements of the  Corporation,  and such other
         matters  required by applicable  rules or regulations of the Securities
         and  Exchange  Commission  or  national  stock  exchange,   (d)  making
         recommendations  to the Board whether the audited financial  statements
         be  included  in  the  Corporation=s   Annual  Report  filed  with  the
         Securities  and Exchange  Commission  on Form 10-K,  (e)  reviewing and
         making  recommendations  on all  related  party  transactions  and  the
         Corporation's  conflict of interest policy,  (f) directing the tasks of
         the  internal  auditor  of  the  Corporation,  and  (g)  reviewing  and
         overseeing the organization  and operation of the financial  operations
         of the Corporation.

         Compensation  Committee - The Compensation Committee is responsible for
         reviewing the salary of the Chief  Executive  Officer and the executive
         officers of the Corporation and  recommending to the Board of Directors
         the  amount  of  salary  to be  paid,  the  bonus  formulae  and  other
         compensation for the Chief Executive Officer and the executive officers
         of the Corporation.

         Executive  Committee  - To the  extent  permitted  by the  laws  of the
         Commonwealth  of  Pennsylvania,  the  Executive  Committee  has and may
         exercise  all the powers and  authorities  of the Board of Directors as
         follows:  (a) to take action on behalf of the Board of Directors during
         intervals  between  regularly   scheduled  meetings  of  the  Board  of
         Directors if it is  impracticable to delay action on a matter until the
         next regularly scheduled meeting of the Board of Directors,  and (b) to
         take action on all matters of the Corporation  that have been delegated
         for action by the Board of Directors.

         Nominating  Committee  - The  Nominating  Committee's  responsibilities
         include  (a)  evaluating  and  recommending  nominees  for  election as
         directors to the Board of Directors,  (b)  recommending to the Board of
         Directors  criteria  for  membership  on the Board,  and (c)  proposing
         nominees to fill vacancies on the Board of Directors as they occur.  In
         proposing  candidates  for  election  to the Board of  Directors  at an
         annual meeting of shareholders,  the Nominating  Committee may consider
         prospective  candidates whose names have been submitted by shareholders
         pursuant to Section 2.5.

Section 2.15                     Compensation

         By resolution of the Board of Directors,  each director may be paid his
or her expenses, if any, of attendance at each meeting of the Board of Directors
or its committee, and may be paid a fixed sum set from time to time by the Board
of Directors for serving on the Board of Directors and/or for attendance at each
meeting of the Board of Directors or  committee or both.  No such payment  shall
prevent any director  from  serving the  Corporation  in any other  capacity and
receiving  compensation  therefore,  and a director may be a salaried officer or
employee of the Corporation.

Section 2.16                   Limits on Liability

         A director shall not be held personally liable for monetary damages for
any  action he or she has taken or any  failure to take  action,  unless (a) the
director  has  breached or failed to perform the duties of his office as defined
by  Pennsylvania  law,  and (b) the breach or  failure  to  perform  constitutes
self-dealing,  willful misconduct or recklessness. The provision of this Section
2.16,  however,  shall not apply to (i) the  responsibility  or  liability  of a
director pursuant to a criminal statute, or (ii) the liability of a director for
the payment of taxes pursuant to local, state or federal law.
                                                    ARTICLE III
                                                      Officers

Section 3.1                    Officers and Qualifications

         The Corporation shall have a president,  a secretary,  and a treasurer,
each of whom shall be elected or appointed by the Board of Directors.  The Board
may also elect a chief executive officer, one or more vice presidents (including
executive vice presidents or senior vice presidents), and any other officers and
assistant  officers that the Board deems  necessary or  advisable.  All officers
must be natural  persons not less than  twenty-one (21) years of age. Any two or
more offices may be held by the same person;  however,  the offices of president
and treasurer;  and president and secretary, may not be held by the same person.
Officers of the Corporation,  as between  themselves and the Corporation,  shall
have the authority and perform such duties in the management of the  Corporation
as is  provided  by or  according  to  these  By-laws  or,  in  the  absence  of
controlling  provisions  in these  By-laws,  as is determined by or according to
resolutions or orders of the Board of Directors.

Section 3.2                    Election, Term, and Vacancies

         The officers and assistant officers of the Corporation shall be elected
by the Board of  Directors  at the  annual  meeting of the Board or from time to
time as the  Board  shall  determine.  Each  officer  shall  hold  office at the
pleasure  of the Board and until  their  respective  successors  are elected and
qualified or until the officer's  earlier  death,  resignation  or removal.  Any
officer  elected or appointed by the Board of Directors may be removed from such
office or offices at any time, with or without cause, by the affirmative vote of
a majority of the directors  then in office,  subject,  however,  to the express
rights of such officer in a written  employment  contract,  if any, between such
officer and the Corporation. A vacancy in any office occurring in any manner may
be filled by the Board of  Directors  and,  if the office is one for which these
By-laws prescribe a term, shall be filled for the unexpired portion of the term.

Section 3.3                    Chief Executive Officer

         The chief executive officer shall have general and active management of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect.  The chief executive officer has
the general  powers and duties of supervision  and management  usually vested in
the office of the chief executive officer of a corporation.

Section 3.4                    President

         The  president  shall have such  powers and duties as are  provided  in
these  By-laws  and as may be  prescribed  from  time to time  by the  Board  of
Directors.


Section 3.5                    Vice Presidents

         (a) The seniority of the vice presidents  shall be first, the executive
vice  presidents  in  order of their  election,  and  second,  the  senior  vice
presidents  in order of their  election.  The  seniority of the  remaining  vice
presidents shall be in the order of their election.

         (b) The respective vice  presidents,  in the order of their  seniority,
shall,  in the absence or  disability of the  president,  perform the duties and
exercise the powers of the  president;  and,  shall perform such other duties as
the chief executive officer or the Board of Directors shall prescribe.

Section 3.6                    Secretary

         The  secretary  shall attend all sessions of the Board of Directors and
all  meetings  of the  shareholders  and record all votes and the minutes of all
proceedings  in a book to be kept for that  purpose;  and,  shall  perform  like
duties for the standing committees when so requested or required.  The secretary
shall  have the  custody  of,  and affix the seal of the  Corporation  to,  such
documents as may require  attestation.  The secretary shall give, or cause to be
given, notice of all meetings of the shareholders,  and shall perform such other
duties as may be  prescribed  by the Board of Directors  or the chief  executive
officer, under whose supervision he shall be.

Section 3.7                    Treasurer

         (a) The  treasurer  shall have the custody of the  corporate  funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements  in books  belonging  to the  Corporation,  and shall  deposit all
moneys,  and  other  valuable  effects,  in the  name and to the  credit  of the
Corporation in such depositories as may be designated by the Board of Directors.

         (b) The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such  disbursements,  and shall
render to the Chairman of the Board and directors at the regular meetings of the
Board of  Directors,  or  whenever  they may  require  it, an account of all his
transactions as treasurer and of the financial condition of the Corporation.

Section 3.8                    Assistant Officers

         Any assistant  secretary of the Corporation shall perform the duties of
the secretary in the  secretary=s  absence,  and shall perform other duties that
the Board of  Directors,  the chief  executive  officer,  the  president  or the
secretary  may from  time to time  designate.  Any  assistant  treasurer  of the
Corporation  shall  perform  the  duties  of the  treasurer  in the  treasurer=s
absence,  and shall perform other duties that the Board of Directors,  the chief
executive  officer,  the president or the  treasurer may designate  from time to
time.


Section 3.9                    Designation of Officers

         In case of the  absence of any officer of the  Corporation,  or for any
other reason that the Board may deem sufficient, the Board may delegate, for the
time being, the powers, and duties, or any of them, of such officer to any other
officer,  or to any director,  provided that a majority of the directors  concur
therewith.


                                   ARTICLE IV
                   Manner of Giving Notice, Waiver of Notice,
                      Meetings by Conference Telephone and
Modification of Proposals

Section 4.1                    Manner of Giving Notice

         Whenever written notice is required to be given to any person under the
provisions of the Business  Corporation Law or by the Articles or these By-laws,
it may be given to the person either  personally or by sending a copy of it: (1)
by regular or express mail, postage prepaid;  (2) by telegram,  telex or courier
service,  charges prepaid; (3) by facsimile  transmission or electronic mail, to
the shareholder's mailing address,  electronic mail address,  telex or facsimile
number appearing on the books of the  Corporation,  or in the case of directors,
supplied by the director to the  Corporation  for the purpose of notice.  Notice
sent by mail,  by telegraph or by courier  service  shall be deemed to have been
given when  deposited  in the United  States mail or with a telegraph  office or
courier service for delivery, except that, in the case of directors, notice sent
by  regular  mail  shall be  deemed  to have  been  given 48 hours  after  being
deposited  in the United  States  mail or, in the case of telex,  facsimile,  or
electronic mail, when dispatched.

Section 4.2                    Waiver of Notice

         Whenever  any written  notice is required to be given by statute or the
Articles  or these  By-laws,  a waiver of the notice in  writing,  signed by the
person or  persons  entitled  to the  notice,  whether  before or after the time
stated in it, shall be deemed  equivalent  to the giving of the notice.  Neither
the  business  to be  transacted  at,  nor the  purpose  of, a  meeting  need be
specified in the waiver of notice of the meeting. Attendance of a person, either
in person or by proxy, at any meeting shall constitute a waiver of notice of the
meeting,  except where the person attends the 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.

Section 4.3                    Meetings by Means of Conference Telephone

         One or more persons may  participate in a meeting of the directors,  or
of any committee of directors,  but not a meeting of the shareholders,  by means
of conference telephone or similar communications  equipment so that all persons
participating  in the  meeting  can hear each other.  Such  participation  shall
constitute presence in person at the meeting.

Section 4.4                    Modification of Proposals

         Subject to Sections  1.2 and 2.9,  whenever  the language of a proposed
resolution is included in a written notice of a meeting  required to be given by
statute  or by  the  Articles  or  the  By-laws,  the  meeting  considering  the
resolution  may without  further  notice adopt it with any  clarifying  or other
amendments that do not enlarge or change its original purpose.


ARTICLE V
Capital Stock, Record Dates,
Books & Records

Section 5.1                    Certificates

         The  certificates  of stock of the  Corporation  shall be numbered  and
shall be entered in the books of the Corporation as they are issued.  They shall
exhibit the holder's name and number of shares and par value thereof,  and shall
bear the  signature  of the  Chairman  of the  Board,  or the  president  or any
executive or senior vice  president and the secretary or an assistant  secretary
or the treasurer or an assistant treasurer. Where the certificates are signed by
a transfer agent and a registrar, the signature of any corporate officer thereon
may be a facsimile,  printed or  engraved.  The seal of the  Corporation  may be
either impressed upon the certificate or may be an engraved or printed facsimile
copy of the seal of the Corporation.

Section 5.2                    Transfers of Stock

         Transfer of stock shall be made only on the stock  transfer  records of
the Corporation (which may be kept in written or computer form). Transfers shall
be made by the  Corporation  or its registrar and transfer  agent as required by
any  applicable  law, rule or  regulation,  and the rules of any national  stock
exchange on which the Corporation=s shares are listed.

Section 5.3                      Record Dates

         The Board of Directors may fix in advance a date, not exceeding  ninety
(90) days,  preceding the date of any meeting of  shareholders,  or the date for
the payment of any dividend,  or the date for  allotment of rights,  or the date
when any change or conversion or exchange of capital stock shall go into effect,
as a record date for the  determination of the  shareholders  entitled to notice
of, or to vote at, any such meeting,  or entitled to receive payment of any such
dividend,  or to any such  allotment  of rights,  or to  exercise  the rights in
respect of any such change,  conversion  or exchange of capital  stock.  In such
case, if otherwise  entitled,  all  shareholders of record on the date so fixed,
and no others,  shall be entitled to notice of, or to vote at, such meeting,  or
to receive  payments of such dividends,  or to receive such allotment of rights,
or exercise  such rights,  as the case may be,  notwithstanding  any transfer of
stock on the  books of the  Corporation  after  any such  record  date  fixed as
aforesaid.

Section 5.4                      Registered Shareholders

         For all purposes, the Corporation shall be entitled to treat the holder
of  record  of any  share or  shares  of stock as the  holder  in fact  thereof,
including  the right to receive  notice  of, and to vote at, any  meeting of the
shareholders, and the right to receive any dividend or distribution with respect
to such shares. The Corporation shall not be bound to recognize any equitable or
other  claim to, or  interest  in, such share or shares on the part of any other
person,  whether or not it shall have express or other notice  thereof,  save as
expressly required by the laws of Pennsylvania.

Section 5.5                      Lost Certificates

         New  certificates  for  shares  of  stock  may  be  issued  to  replace
certificates,   lost,  stolen,  destroyed  or  mutilated  upon  such  terms  and
conditions,  including the giving of a  satisfactory  bond or indemnity,  as the
Board  of  Directors  may  from  time to time  prescribe  by  either  a  special
resolution in the particular  case or by a resolution  conferring on one or more
officers general authority in such matters.

Section 5.6                      Inspection of Books

         The Board of Directors shall determine from time to time whether,  and,
if allowed,  when and under what  conditions and  regulations,  the accounts and
books of the  Corporation  (except  such as may by law be  specifically  open to
inspection) or any of them shall be open to the inspection of the  shareholders,
and the  shareholders'  rights in this respect are and shall be  restricted  and
limited accordingly.


                                   ARTICLE VI
                                 Indemnification

Section 6.1                      Indemnification

         The Corporation shall indemnify any person against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, whether such person is formally a party thereto or not, by reason
of the fact that he or she is, or was, a director, officer, employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation as an
officer,   director,   employee  or  agent  of  another  corporation,   company,
partnership,  joint venture,  trust or other  enterprise,  to the fullest extent
allowed by the laws of the Commonwealth of Pennsylvania.  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 such person is not entitled to indemnification pursuant to this
Section 6.1.

Section 6.2         Indemnification Actions By or On Behalf of the Corporation

         The Corporation shall indemnify any person against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of any threatened, pending, or completed action, suit or proceeding by or in the
right of the Corporation to procure  judgment in its favor,  whether such person
is formally a party  thereto or not, by reason of the fact that he or she is, or
was, a director,  officer, employee or agent of the Corporation,  or is, or was,
serving at the request of the Corporation as an officer,  director,  employee or
agent of another  corporation,  company,  partnership,  joint venture,  trust or
other enterprise,  to the fullest extent allowed by the laws of the Commonwealth
of Pennsylvania.  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 such person is not
entitled to indemnification under this Section 6.2.

Section 6.3                   Limitation on Indemnification Against Liability

         The  indemnification  described above in Sections 6.1 and 6.2 shall not
be applicable if a court determines that: (a) such person has breached or failed
to perform his or her duty to the  Corporation as defined by  Pennsylvania  law;
and (b) such  breach or  failure to perform  has been  determined  by a court to
constitute willful misconduct or recklessness.

Section 6.4                      Advancement of Expenses

         Expenses  incurred in  defending a civil or  criminal  action,  suit or
proceeding  shall be paid by the Corporation in advance of final  disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of a  director,  officer,  employee,  or agent to repay such  amount if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
Corporation.

Section 6.5                      Authorization of Indemnification

         Indemnification  under  Sections 6.1, 6.2, or 6.4 hereof may be made by
the Corporation to the fullest extent allowed by law upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances  because  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.  Such  determination may be made (i) by the
Board of Directors by a majority  vote of a quorum  consisting  of directors who
were not parties to such action,  suit or proceeding,  or (ii) if such quorum if
not obtainable,  or, even if obtainable a quorum of  disinterested  directors so
directs,  by  independent  legal counsel in a written  opinion,  or (iii) by the
shareholders.


Section 6.5                      Non-exclusive Rights

         The  indemnification  provided  by this  Article VI shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any agreement,  vote of  shareholders or  disinterested  directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section 6.6                      Insurance

         The  Corporation  shall have the power and  authority  to purchase  and
maintain  insurance,  or to provide a  mechanism  to fund any  liability  of the
Corporation  arising out of its obligations  under this Article VI, on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,   officer,   employee  or  agent  of  another  corporation,   company,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article VI.


                                   ARTICLE VII
                          Loans, Checks and Instruments

Section 7.1                      Borrowings

         No borrowings  shall be contracted on behalf of the Corporation  unless
authorized by the Board of Directors.  Such authority may be general or confined
to specific instances.

Section 7.2                      Signatures

         All notes, drafts,  acceptances,  checks,  endorsements (other than for
deposit), and all other evidences of indebtedness of the Corporation whatsoever,
shall be signed by such one or more officers or agents of the  Corporation,  and
subject to such requirements as to countersignature or other conditions,  as the
Board of Directors  shall determine from time to time.  Facsimile  signatures on
checks may be used if and to the extent authorized by the Board of Directors.

Section 7.3                      Authorization

         The Board of Directors may authorize any one or more officers or agents
to enter into any other contract or execute and deliver any other  instrument in
the name and on behalf of the Corporation,  and such authority may be general or
confined to specific instances.

                                  ARTICLE VIII
                                   Fiscal Year

Section 8.1 The fiscal year shall begin the first day of January in each year.

ARTICLE IX
Seal

Section 9.1 The corporate seal of the  Corporation,  until changed,  shall be as
impressed on this page, but the Board of Directors shall have the power to alter
the same. The Corporation may use the seal by causing it or a facsimile  thereof
to be impressed or in any manner reproduced.

                                    ARTICLE X
                                   Amendments

Section 10.1 These By-laws may be altered,  amended,  restated and repealed, and
new bylaws may be adopted,  by (a) the  affirmative  vote of the majority of the
votes  that  all  shareholders  are  entitled  to  cast on  such  matter  at any
shareholders  meeting if notice of the  proposed  changes are  contained  in the
notice of the  meeting,  or (b) by the  affirmative  vote of a  majority  of the
directors  in office at any meeting if at least one day's notice of the proposed
changes  has been given to each  director  prior to the  meeting of the Board of
Directors at which said changes are adopted.

                                   ARTICLE XI
                                  Severability

 Section 11.1 The  provisions  of these  By-laws are  severable and if any part,
sentence,  clause or section shall be  invalidated  by any decision of any court
the  remaining  provisions of these By-laws shall be given full force and effect
as completely as if the invalidated part had not been included herein.

                                   ARTICLE XII
                      Opting Out of the 1990 Amendments to
                   The Pennsylvania Business Corporation Law.

Section  12.1 The  Corporation  shall  not be  governed  by the  following  1990
amendments  or additions to Title 15 of the  Pennsylvania  Business  Corporation
Law,  otherwise  known as Senate Bill NO. 1310: (1) Section 1715; (2) Subchapter
G,  Control-Share  Acquisitions;  (3)  Subchapter  H,  Disgorgement  by  Certain
Controlling   Shareholders  Following  Attempts  to  Acquire  Control;  and  (4)
Subchapter I, Severance  Compensation for Employees Terminated Following Certain
Control-Share Acquisitions.