<PAGE>
















                           Bylaws of
                           PP&L, Inc.





















                                                       10/23/98

                         Table of Contents 


Section.....................................................Page 
_________________________________________________________________

Article I:     Offices and Fiscal Year 
Section 1.01   Registered Office............................ 1 
Section 1.02   Fiscal Year.................................. 1 
Section 1.03   Corporate Seal............................... 1 

Article II:    Meetings of Shareholders 
Section 2.01   Place of Meeting............................. 1
Section 2.02   Annual Meeting............................... 1
Section 2.03   Special Meetings............................. 1
Section 2.04   Notice of Meetings........................... 2
Section 2.05   Quorum, Manner of Acting, and Adjournment.... 2
Section 2.06   Organization................................. 3
Section 2.07   Voting and Proxies........................... 3
Section 2.08   Voting Lists................................. 4
Section 2.09   Judges of Election........................... 4
Section 2.10   Determination of Shareholders of Record...... 4

Article III:   Board of Directors 
Section 3.01   Authority, Number and Qualifications......... 5
Section 3.01.1 Classification of Directors.................. 5
Section 3.02   Organization................................. 6
Section 3.03   Resignations................................. 6
Section 3.04   Vacancies.................................... 6
Section 3.05   Removal by Shareholders...................... 6
Section 3.06   Place of Meeting............................. 7
Section 3.07   Organization Meeting......................... 7
Section 3.08   Regular Meetings............................. 7
Section 3.09   Special Meetings............................. 7
Section 3.10   Quorum, Manner of Acting, and Adjournment.... 7
Section 3.11   Executive and Other Committees............... 8
Section 3.12   Compensation................................. 8
Section 3.13   Nominations for Election of Directors........ 9

Article IV:    Notice - Waivers - Meetings 
Section 4.01   Manner of Giving Notice......................11
Section 4.02   Waivers of Notice............................12
Section 4.03   Conference Telephone Meetings................12

Article V:     Officers 
Section 5.01   Number, Qualifications and Designation.......12 
Section 5.02   Election and Term of Office..................13
Section 5.03   Resignations.................................13
Section 5.04   Removal......................................13
Section 5.05   Vacancies....................................13 
Section 5.06   General Powers...............................13 
Section 5.07   Compensation.................................13 
Section 5.08   Standard of Care.............................13

Article VI:    Certificates of Stock, Transfer, Etc. 
Section 6.01   Issuance.....................................13 
Section 6.02   Transfer.....................................14 
Section 6.03   Share Certificates...........................14 
Section 6.04   Lost, Stolen, Mutilated or 
               Destroyed Certificates.......................14 

Article VII:   Indemnification of Directors, Officers, Etc. 
Section 7.01   Personal Liability of Directors..............14 
Section 7.02   Indemnification of Directors and Officers....15 
Section 7.03   Indemnification of Persons Not Indemnified 
               Under Section 7.02...........................16 
 
Article VIII:  Amendments 
Section 8.01   Amendment of Bylaws..........................19 



                               BYLAWS
                                 OF
                             PP&L, INC.
                    (a Pennsylvania Corporation)

_________________________________________________________________


                              ARTICLE I

                        Offices and Fiscal Year



	Section 1.01.  Registered Office.  The registered office of 
the corporation in the Commonwealth of Pennsylvania shall be at 
Two North Ninth Street, Allentown, Pennsylvania 18101.  

	Section 1.02.  Fiscal Year.  The fiscal year of the 
corporation shall begin on the first day of January in each year. 

	Section 1.03.  Corporate Seal.  The corporation shall have a 
corporate seal in the form of a circle containing the name of the 
corporation, the year of incorporation and such other details, if 
any, as approved by the board of directors. 


                              ARTICLE II

                       Meetings of Shareholders


	Section 2.01.  Place of Meeting.  All meetings of the 
shareholders of the corporation shall be held at the registered 
office of the corporation unless another place is designated by 
the board of directors in the notice of such meeting. 

	Section 2.02.  Annual Meeting.  The board of directors may 
fix the date and time of the annual meeting of the shareholders, 
but if no such date and time is fixed by the board the meeting 
for any calendar year shall be held on the fourth Wednesday in 
April in such year, at 2 o'clock P.M., and at said meeting the 
shareholders then entitled to vote shall elect directors and 
shall transact such other business as may properly be brought 
before the meeting. 

	Section 2.03.  Special Meetings.  Special meetings of the 
shareholders of the corporation for any purpose or purposes may 
be called at any time by the Chairman of the Board, if there be 
one, or, in the case of a vacancy in the office, the President; 
or by the board of directors. 

	Section 2.04.  Notice of Meetings.  Written notice of every 
meeting of the shareholders, whether annual or special, shall be 
given to each shareholder of record entitled to vote at the 
meeting, at least five days prior to the day named for the 
meeting; provided, however, that at least ten days written notice 
prior to the day of the meeting shall be given in the case of any 
annual or special meeting at which there is to be considered any 
amendment to the Articles of Incorporation of the corporation, 
the sale of all or substantially all of its assets, or its merger 
with or consolidation into any other corporation.  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 2.05.  Quorum, Manner of Acting, and Adjournment.

	(a)  Quorum.  The presence in person or by proxy of 
shareholders entitled to cast a majority of the votes which all 
shareholders are entitled to cast on the particular matter shall 
constitute a quorum for the purposes of consideration and action 
on the matter.  Shares of the corporation owned, directly or 
indirectly, by it and controlled, directly or indirectly, by the 
board of directors, as such, shall not be counted in determining 
the total number of outstanding shares for quorum purposes at any 
given time.  The shareholders present at a duly organized meeting 
can continue to do business until adjournment notwithstanding the 
withdrawal of enough shareholders to leave less than a quorum.

	(b)  Adjournments.  Any regular or special meeting of the 
shareholders, including one at which directors are to be elected 
and one which cannot be organized because a quorum has not 
attended, may be adjourned for such period and to such place as 
the shareholders present and entitled to vote shall direct.

	Except as otherwise provided in the Articles of 
Incorporation, those shareholders entitled to vote who attend a 
meeting called for the election of directors that has been 
previously adjourned for lack of a quorum, although less than a 
quorum as fixed in this section, shall nevertheless constitute a 
quorum for the purpose of electing directors.  Also, except as 
otherwise provided in the Articles of Incorporation, those 
shareholders entitled to vote who attend a meeting of 
shareholders that has been previously adjourned for one or more 
periods aggregating at least 15 days because of an absence of a 
quorum, although less than a quorum, shall nevertheless 
constitute a quorum for the purpose of acting upon any matter set 
forth in the notice of the meeting if the notice states that 
those shareholders who attend the adjourned meeting shall 
nevertheless constitute a quorum for the purpose of acting upon 
the matter.

	(c)  Action by Shareholders.  Except as otherwise provided 
in the Articles of Incorporation, a section of these Bylaws 
adopted by the shareholders or the Business Corporation 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 thereon and, if any shareholders 
are entitled to vote thereon as a class, upon receiving the 
affirmative vote of a majority of the votes cast by the 
shareholders entitled to vote as a class.

	Section 2.06.  Organization.  At every meeting of the 
shareholders, the Chairman of the Board, or, in the case of 
vacancy in the office or absence of the Chairman of the Board, 
one of the following officers present in the order stated:  the 
president, an executive vice president, a senior vice president, 
any vice president, or a chairman chosen by the shareholders 
entitled to cast a majority of the votes which all shareholders 
present in person or by proxy are entitled to cast, shall act as 
chairman; and the secretary or a person appointed by the chairman 
shall act as secretary.

	Section 2.07.  Voting and Proxies.  Except as otherwise 
provided by statute or in the Articles of Incorporation, every 
shareholder of record shall have the right to one vote for every 
share standing in his name on the books of the corporation. 

	In all elections for directors, every shareholder entitled 
to vote shall have the right to multiply the number of votes to 
which he may be entitled by the total number of directors to be 
elected in the same election by the holders of the class of 
shares of which his shares are a part, and he may cast the whole 
number of such votes for one candidate or he may distribute them 
among any two or more candidates.  The candidates receiving the 
highest number of votes from each class or group of classes 
entitled to elect directors separately up to the number of 
directors to be elected in the same election by such class or 
group of classes shall be elected. 

	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 by 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 
months from the date of its execution, unless a longer time is 
expressly provided therein, but in no event shall any proxy, 
unless coupled with an interest, be voted on 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. 
A proxy coupled with an interest shall include an unrevoked proxy 
in favor of a creditor of a shareholder and such a proxy shall be 
valid as long as the debt owed by him to the creditor remains 
unpaid. 

	Section 2.08.  Voting Lists.  The officer or agent of the 
corporation having charge of the transfer books for shares of the 
corporation shall make a complete list of the shareholders 
entitled to vote at any meeting of shareholders, arranged in 
alphabetical order, with the address of and the number of shares 
held by each.  The list shall be produced and kept open at the 
time and place of the meeting, and shall be subject to the 
inspection of any shareholder during the whole time of the 
meeting for the purposes thereof.  In lieu of the making of such 
list, the corporation may make the information therein available 
at the meeting by any other means.  The original share register 
or transfer book or a duplicate thereof, kept in Pennsylvania, 
shall be prima facie evidence as to who are the shareholders 
entitled to examine such list or share register or transfer book, 
or to vote, in person or by proxy, at any meeting of 
shareholders.

	Section 2.09.  Judges of Election.  In advance of any 
meeting of shareholders, the board of directors may appoint one 
or three judges of election, who need not be shareholders.  If 
judges of election be not so appointed, the chairman of the 
meeting may, and on the request of any shareholder or his proxy 
shall, appoint judges of election at the meeting.  The judges of 
election shall determine the number of shares outstanding and the 
voting power of each, the shares represented at the meeting, the 
existence of a quorum and the authenticity, validity and effect 
of proxies, receive votes or ballots, hear and determine all 
challenges and questions in any way arising in connection with 
nominations by shareholders or the right to vote, count and 
tabulate all votes, determine the result and do such acts as may 
be proper to conduct the election or vote with fairness to all 
shareholders.  If there are three judges of election, the 
decision, act or certificate of a majority shall be effective in 
all respects as the decision, act or certificate of all.

	On request of the chairman of the meeting or of any 
shareholder, the judges shall make a report in writing of any 
challenge or question or matter determined by them, and execute a 
certificate of any fact found by them.  Any report or certificate 
made by them shall be prima facie evidence of the facts stated 
therein.

	Section 2.10.  Determination of Shareholders of Record.  The 
board of directors may fix a date as a record date for the 
determination of the shareholders entitled to notice of, or to 
vote at, any meeting of shareholders, which date, except in the 
case of an adjourned meeting, shall be not more than 90 days 
prior to the date of the meeting.  Only shareholders of record on 
the date so fixed, and no others, shall be entitled to notice of, 
or to vote at, such meeting, notwithstanding any transfer of any 
shares on the books of the corporation after any such record date 
so fixed.  When a determination of shareholders of record has 
been made for purposes of a meeting, the determination shall 
apply to any adjournment thereof unless the board of directors 
fixes a new record date for the adjourned meeting.  The board of 
directors may similarly fix a record date for the determination 
of shareholders of record for any other purpose.  If a record 
date is not fixed by the board of directors, the record date 
shall be as determined in the Business Corporation Law.

                             ARTICLE III

                          Board of Directors


	Section 3.01.  Authority, Number and Qualifications.  The 
business and affairs of the corporation shall be managed under 
the direction of a board of directors.  The board of directors 
shall consist of not less than six and not more than twenty 
directors, as shall be fixed from time to time by resolution of 
the board of directors.  All directors of the corporation shall 
be natural persons of full age, but need not be residents of 
Pennsylvania.  They shall be shareholders in the corporation.  A 
director may also be an officer or employee of the corporation.

	Section 3.01.1.  Classification of Directors.  Except as 
otherwise provided in or fixed by or pursuant to the provisions 
of Article VI of the Articles of Incorporation relating to the 
rights of the holders of any class or series of stock having a 
preference over the Common Stock as to dividends or upon 
liquidation to elect directors under specified circumstances, the 
Board of Directors shall be divided into three classes as nearly 
equal in number as may be.  The initial term of office of each 
director in the first class shall expire at the annual meeting of 
shareholders in 1988; the initial term of office of each director 
in the second class shall expire at the annual meeting of 
shareholders in 1989; and the initial term of office of each 
director in the third class shall expire at the annual meeting of 
shareholders in 1990.  At each annual election commencing at the 
annual meeting of shareholders in 1988, the successors to the 
class of directors whose term expires at that time shall be 
elected to hold office for a term of three years to succeed those 
whose term expires, so that the term of one class of directors 
shall expire each year.  Each director shall hold office for the 
term for which he is elected or appointed and until his successor 
shall be elected and qualified or until his death, or until he 
shall resign or be removed. 

	In the event of any increase or decrease in the authorized 
number of directors, (i) each director then serving as such shall 
nevertheless continue as a director of the class of which he is a 
member until the expiration of his current term, or his earlier 
resignation, removal from office or death, and (ii) the newly 
created or eliminated directorships resulting from such increase 
or decrease shall be apportioned by the Board of Directors among 
the three classes of directors so as to maintain such classes as 
nearly equal in number as may be. 

	Section 3.02.  Organization.  At every meeting of the Board 
of Directors, the Chairman of the Board, if there be one, or, in 
the case of a vacancy in the office or absence of the Chairman of 
the Board, one of the following present in the order stated:  the 
president, an executive vice president (in order of seniority in 
that position), or a chairman chosen by a majority of the 
directors present, shall preside, and the secretary, or, in his 
absence, any person appointed by the chairman of the meeting, 
shall act as secretary. 

	Section 3.03.  Resignations.  Any director of the 
corporation may resign at any time by giving written notice to 
the Chairman of the Board, if there be one, or the President, or 
the secretary of the corporation.  Such resignation shall take 
effect at the date of the receipt of such notice or at any later 
time specified therein and, unless otherwise specified therein, 
the acceptance of such resignation shall not be necessary to make 
it effective. 

	Section 3.04.  Vacancies.  The board of directors may 
declare vacant the office of a director if he be declared of 
unsound mind by an order of court, or convicted of felony, or for 
any other proper cause.

	Except as otherwise provided in the Articles of 
Incorporation, newly created directorships resulting from any 
increase in the authorized number of directors or any vacancies 
in the board of directors resulting from death, resignation, 
retirement, disqualification, removal from office or other cause 
shall be filled solely by the majority vote of the directors then 
in office, although less than a quorum.  Each director so chosen 
shall hold office until the next election of the class for which 
such director has been chosen, and until his or her successor has 
been selected and qualified or until his or her earlier death, 
resignation or removal.

	If one or more directors shall resign from the board 
effective as of a future date, the directors then in office, 
including those who have so resigned, shall have power by the 
applicable vote to fill the vacancies, the vote thereon to take 
effect when the resignations become effective.

	Section 3.05.  Removal by Shareholders.  Any director may be 
removed from office by vote of shareholders only upon the 
affirmative vote of the shareholders entitled to cast at least 
two-thirds of the votes which all shareholders would be entitled 
to cast at any annual election of directors and upon any 
additional vote of shareholders that may be required by law.  No 
director elected by holders of the 4-1/2% Preferred Stock and the 
Series Preferred Stock of the Corporation or by the holders of 
the Preference Stock of the Corporation pursuant to the 
provisions of Article VI of the Articles of Incorporation may be 
removed pursuant to this Section 3.05. 

	Section 3.06.  Place of Meeting.  The board of directors may 
hold its meetings at such place or places within Pennsylvania, or 
elsewhere, as the board of directors may from time to time 
appoint, or as may be designated in the notice calling the 
meeting. 

	Section 3.07.  Organization Meeting.  Immediately after each 
annual election of directors or other meeting at which the entire 
board of directors is elected, the newly elected board of 
directors shall meet for the purpose of organization, election of 
officers, and the transaction of other business, at the place 
where said election of directors was held.  Notice of such 
meeting need not be given.  Such organization meeting may be held 
at any other time or place which shall be specified in a notice 
given as hereinafter provided for special meetings of the board 
of directors. 

	Section 3.08.  Regular Meetings.  Regular meetings of the 
board of directors shall be held at such time as shall be 
designated from time to time by the board of directors.  At such 
meetings, the directors shall transact such business as may 
properly be brought before the meeting.  Notice need not be given 
of regular meetings held at the registered office of the 
corporation.  If held elsewhere, the notice requirements of 
Section 3.06 shall apply. 

	Section 3.09.  Special Meetings.  Special meetings of the 
board of directors shall be held whenever called by two or more 
of the directors or by the Chairman of the Board, if there be 
one, or, in the case of vacancy in the office or absence of the 
Chairman of the Board, the president.  Notice of every special 
meeting of the board of directors shall be given to each director 
by telephone or in writing at least 24 hours (in the case of 
notice by telephone, telex, TWX or facsimile transmission) or 48 
hours (in the case of notice by telegraph, courier service or 
express mail) or five days (in the case of notice by United 
States mail) before the time at which the meeting is to be held. 
Every such notice shall state the time and place of the meeting. 
Neither the business to be transacted at nor the purpose of any 
special meeting need be specified in a notice of the meeting.

	Section 3.10.  Quorum, Manner of Acting, and Adjournment.  A 
majority of the directors in office shall be present at each 
meeting in order to constitute a quorum for the transaction of 
business.  Except as otherwise provided in the Articles of 
Incorporation or by statute, 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.  In the absence of a 
quorum, a majority of the directors present may adjourn the 
meeting from time to time until a quorum be present, provided 
that the notice, if any, required by Sections 3.08 or 3.09 of 
this Article has been given.  The directors shall act only as a 
board and the individual directors shall have no power as such, 
provided, however, that any action which may be taken at a 
meeting of the board may be taken without a meeting if a consent 
or consents in writing setting forth the action so taken shall be 
signed by all of the directors and shall be filed with the 
secretary of the corporation. 

	Section 3.11.  Executive and Other Committees.  The board of 
directors may, by resolution adopted by a majority of the 
directors in office, establish an Executive Committee and one or 
more other committees.  Any committee, to the extent provided in 
such resolution, shall have and may exercise all of the powers 
and authority of the board of directors, except that no committee 
shall have any power or authority as to the following:

	(1)  The submission to shareholders of any action requiring 
approval of shareholders under the Business Corporation Law.

	(2)  The creation or filling of vacancies in the board of 
directors.

	(3)  The adoption, amendment or repeal of these Bylaws.

	(4)  The amendment or repeal of any resolution of the board 
of directors that by its terms is amendable or repealable only by 
the board.

	(5)  Action on matters committed by a resolution of the 
board of directors to another committee of the board.

	A majority of the directors in office designated to a 
committee shall be present at each meeting in order to constitute 
a quorum for the transaction of business.  The acts of a majority 
of the committee members present at a meeting at which a quorum 
is present shall be the acts of the committee.  Any action which 
may be taken at a meeting of a committee may be taken without a 
meeting if a consent or consents in writing setting forth the 
action so taken shall be signed by all of the committee members 
and shall be filed with the secretary of the corporation.

	Each committee shall keep records of its proceedings. 

	Section 3.12.  Compensation.  The board of directors shall 
have the authority to fix the compensation of directors for their 
services as directors.  A director may be a salaried officer of 
the corporation, but no employee shall receive a salary for 
serving as a director.

	Section 3.13.  Nominations for Election of Directors and 
Proposed Business to be Transacted.

	(a)  Director Nominations.  Except as otherwise provided in 
or fixed by or pursuant to the provisions of Article VI of the 
articles of incorporation, nominations for the election of 
directors may be made by the board of directors or a committee 
appointed by the board of directors or by any shareholder 
entitled to vote in the election of directors generally.  
However, any shareholder entitled to vote in the election of 
directors generally may nominate one or more persons for election 
as directors at a meeting only if written notice (meeting the 
requirements hereinafter set forth) of such shareholder's intent 
to make such nomination or nominations has been given by the 
shareholder and received by the secretary of the corporation in 
the manner and within the time specified by this Subsection.  The 
notice shall be delivered to the secretary of the corporation not 
later than (i) with respect to an election to be held at an 
annual meeting of shareholders, 75 days in advance of the date of 
such meeting; provided, however, that in the event that less than 
85 days' notice or prior public disclosure of the date of the 
annual meeting is given, notice from the shareholders to be 
timely must be received not later than the tenth day following 
the date on which such notice of the date of the annual meeting 
was mailed or such public disclosure was made, whichever first 
occurs, and (ii) with respect to an election to be held at a 
special meeting of shareholders for the election of directors, 
the close of business on the earlier of (A) the seventh day 
following the date on which notice of such meeting is first given 
to shareholders or (B) the fourth day prior to the meeting.  In 
lieu of delivery to the secretary, the notice may be mailed to 
the secretary by certified mail, return receipt requested, but 
shall be deemed to have been given only upon actual receipt by 
the secretary.  Each such notice shall set forth:  (a) the name 
and address of the shareholder who intends to make the nomination 
and of the person or persons to be nominated; (b) a 
representation that the shareholder is a holder of record of 
stock of the corporation entitled to vote at such meeting and 
intends to appear in person or by proxy at the meeting to 
nominate the person or persons specified in the notice; (c) a 
description of all arrangements or understandings between the 
shareholder and each nominee and any other person or persons 
(naming such person or persons) pursuant to which the nomination 
or nominations are to be made by the shareholder; (d) such other 
information regarding each nominee proposed by such shareholder 
as would be required to be included in a proxy statement filed 
pursuant to the proxy rules of the Securities and Exchange 
Commission had proxies been solicited with respect to such 
nominee by the management or board of directors of the 
corporation; and (e) the consent of each nominee to serve as a 
director of the corporation if so elected.  If a judge or judges 
of election shall not have been appointed pursuant to these 
bylaws, the presiding officer of the meeting may, if the facts 
warrant, determine and declare to the meeting that any nomination 
made at the meeting was not made in accordance with the 
procedures of this Subsection and, in such event, the nomination 
shall be disregarded.  Any decision by the presiding officer of 
the meeting made in good faith shall be conclusive and binding 
upon all shareholders of the corporation for any purpose.

	(b)  Proposed Business to be Transacted.  Except as 
otherwise provided in Section 3.13(a) of these bylaws, at any 
annual meeting or special meeting of shareholders, only such 
business as is properly brought before the meeting in accordance 
with this Subsection may be transacted.  To be properly brought 
before any meeting, any proposed business that is to be brought 
pursuant to this Subsection must be either (i) specified in the 
notice of the meeting (or any supplement thereto) given by or at 
the direction of the board of directors, (ii) otherwise properly 
brought before the meeting by or at the direction of the board of 
directors, or (iii) in the case of an annual meeting of 
shareholders, otherwise properly brought before the meeting by a 
shareholder (x) who is a shareholder of record on the date of 
giving notice provided for in these bylaws and on the record date 
for the determination of shareholders entitled to vote at such 
annual meeting, and (y) who complies with the notice provisions 
set forth in this Subsection.  For business to be properly 
brought before an annual meeting by a shareholder, the 
shareholder must have given timely notice thereof in writing to 
the secretary of the corporation.  To be timely, a shareholder's 
notice must be delivered to the secretary of the corporation not 
later than 75 days in advance of the date of such meeting; 
provided, however, that in the event that less than 85 days' 
notice or prior public disclosure of the date of the annual 
meeting is given, notice from the shareholders to be timely must 
be received not later than the tenth day following the date on 
which such notice of the date of the annual meeting was mailed or 
such public disclosure was made, whichever first occurs.  In lieu 
of delivery to the secretary, the notice may be mailed to the 
secretary by certified mail, return receipt requested, but shall 
be deemed to have been given only upon actual receipt by the 
secretary.  A shareholder's notice to the secretary of the 
corporation, as required by this Subsection, shall set forth as 
to each matter the shareholder proposes to bring before the 
annual meeting (i) a brief description of the business desired to 
be brought before the annual meeting and the reasons for 
conducting such business at the annual meeting, (ii) the name and 
record address of the shareholder proposing such business, (iii) 
the class, series and number of shares of the corporation's stock 
which are beneficially owned by the shareholder, (iv) a 
description of all arrangements or understandings between such 
shareholder and any other person or persons (including their 
names) in connection with the proposal of such business by such 
shareholder in such business, (v) all other information which 
would be required to be included in a proxy statement or other 
filing required to be filed with the Securities and Exchange 
Commission if, with respect to any such item of business, such 
shareholder were a participant in a solicitation subject to 
Regulation 14A under the Securities Exchange Act of 1934, as 
amended, and (vi) a representation that such shareholder intends 
to appear in person or by proxy at the annual meeting of 
shareholders to bring such business before the meeting.  Except 
as provided in Section 3.13(a) of these bylaws, notwithstanding 
anything in the bylaws to the contrary, no business shall be 
conducted at any meeting of shareholders except in accordance 
with the procedures set forth in this Subsection, provided, 
however, that nothing in this Subsection shall be deemed to 
preclude discussion by any shareholders of any business properly 
brought before any such meeting.  The presiding officer of a 
meeting may, if the facts warrant, determine and declare to the 
meeting that business was not properly brought before the meeting 
in accordance with the provisions of this Subsection, and if he 
should so determine, he shall so declare to the meeting and any 
such business not properly brought before the meeting shall not 
be transacted.  Any decision by the presiding officer of the 
meeting made in good faith shall be conclusive and binding upon 
all shareholders of the corporation for any purpose.


                         ARTICLE IV

               Notice - Waivers - Meetings


	Section 4.01.  Manner of Giving Notice.  

	(a)  General Rule.  Whenever written notice is required to 
be given to any person under the provisions of the Articles of 
Incorporation, these Bylaws, or the Business Corporation Law, it 
may be given to the person, either personally or by sending a 
copy thereof by first-class or express mail, postage prepaid, or 
by telegram (with messenger service specified), telex or TWX 
(with answerback received) or courier service, charges prepaid, 
or by facsimile transmission, to the address (or to the telex, 
TWX or facsimile transmission telephone number) of the person 
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 of any regular or special meeting of 
the shareholders (or any other notice required by the Articles of 
Incorporation, these Bylaws, or the Business Corporation Law to 
be given to all shareholders or to all holders of a class or 
series of shares) may be given by any class of mail, postage 
prepaid, if the notice is deposited in the United States mail at 
least 20 days prior to the day named for the meeting or any 
corporate or shareholder action specified in the notice.

	If the notice is sent by mail, telegraph or courier service, 
it shall be deemed to have been given to the person entitled 
thereto when deposited in the United States mail or with a 
telegraph office or courier service for delivery to that person 
or, in the case of telex or TWX, when dispatched or, in the case 
of facsimile transmission, when received.  A notice of meeting 
shall specify the place, day and hour of the meeting and any 
other information required by any other provision of the Articles 
of Incorporation, these Bylaws, or the Business Corporation Law.

	(b)  Adjourned Shareholder Meetings.  When a meeting of 
shareholders is adjourned, it shall not be necessary to give any 
notice of the adjourned meeting or of the business to be 
transacted at an adjourned meeting, other than by announcement at 
the meeting at which the adjournment is taken, unless the board 
fixes a new record date for the adjourned meeting or the Business 
Corporation Law requires notice of the business to be transacted 
and such notice has not previously been given.

	Section 4.02.  Waivers of Notice.  Whenever any written 
notice is required to be given under the provisions of the 
Articles of Incorporation, these bylaws, or the Business 
Corporation Law, a waiver thereof in writing, signed by the 
person or persons entitled to such notice, whether before or 
after the time stated therein, shall be deemed equivalent to the 
giving of such notice.  Except in the case of a special meeting 
of shareholders, neither the business to be transacted at, nor 
the purpose of, the meeting need be specified in the waiver of 
notice of such meeting. 

	Attendance of a person, either in person or by proxy, at any 
meeting, shall constitute a waiver of notice of such meeting, 
except where a 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. 

	Section 4.03.  Conference Telephone Meetings.  One or more 
directors may participate in a meeting of the board, or of a 
committee of the board, by means of conference telephone or 
similar communications equipment by means of which all persons 
participating in the meeting can hear each other.  Participation 
in a meeting pursuant to this section shall constitute presence 
in person at such meeting. 


                           ARTICLE V

                           Officers

	Section 5.01.  Number, Qualifications and Designation.  The 
officers of the corporation shall be a president, a secretary, a 
treasurer, one or more vice presidents (including executive vice 
presidents and senior vice presidents) and such other officers as 
the business of the corporation may require, including one or 
more assistant officers.  In addition, the board of directors may 
elect from among its number a Chairman of the Board who, if so 
elected, may be chief executive officer of the corporation.  One 
person may hold more than one office.  Officers may but need not 
be directors or shareholders of the corporation. 

	Section 5.02.  Election and Term of Office.  The officers of 
the corporation shall be elected by the board of directors, and 
each such officer shall hold his office until the next annual 
organization meeting of the directors (which is held immediately 
following the annual meeting of shareholders), or until his 
death, resignation, or removal. 

	Section 5.03.  Resignations.  Any officer may resign at any 
time by giving written notice to the board of directors, or to 
the Chairman of the Board, if there be one, or the President, or 
the secretary of the corporation.  Any such resignation shall 
take effect at the date of the receipt of such notice or at any 
later time specified therein and, unless otherwise specified 
therein, the acceptance of such resignation shall not be neces-
sary to make it effective. 

	Section 5.04.  Removal.  Any officer may be removed, either 
for or without cause, by the board of directors whenever in the 
judgment of the board of directors the best interests of the 
corporation will be served thereby. 

	Section 5.05.  Vacancies.  A vacancy in any office because 
of death, resignation, removal, disqualification, or any other 
cause, may be filled by the board of directors. 

	Section 5.06.  General Powers.  All officers of the 
corporation as between themselves and the corporation, shall, 
respectively have such authority and perform such duties in the 
management of the property and affairs of the corporation as may 
be determined by resolution of the board of directors. 

	Section 5.07.  Compensation.  The salaries or other 
compensation of the officers elected by the board of directors 
shall be fixed from time to time by the board of directors or in 
such manner as the board of directors shall from time to time 
provide. 

	Section 5.08.  Standard of Care.  In lieu of the standards 
of conduct otherwise provided by law, officers of the corporation 
shall be subject to the same standards of conduct, including 
standards of care and loyalty and rights of justifiable reliance, 
as shall at the time be applicable to directors of the 
corporation.  

                            ARTICLE VI

                Certificates of Stock, Transfer, Etc.


	Section 6.01.  Issuance.  The share certificates of the 
corporation shall be numbered and registered in the share 
register and transfer books of the corporation as they are 
issued.  They shall be signed, by facsimile or otherwise, by the 
Chairman of the Board, if there be one, or the president or a 
vice president and by the secretary or an assistant secretary or 
the treasurer or an assistant treasurer, and shall bear the 
corporate seal, which may be a facsimile, engraved or printed.  
In case any officer, transfer agent or registrar who has signed 
or authenticated, or whose facsimile signature or authentication 
has been placed upon any share certificate shall have ceased to 
be such officer, transfer agent or registrar because of death, 
resignation or otherwise, before the certificate is issued, the 
certificate may be issued with the same effect as if the officer, 
transfer agent or registrar had not ceased to be such at the date 
of its issue.

	Section 6.02.  Transfer.  Transfers of shares shall be made 
on the books of the corporation upon surrender of the 
certificates therefor, endorsed by the person named in the 
certificate or by an attorney lawfully constituted in writing. 

	Section 6.03.  Share Certificates.  Certificates for shares 
of the corporation shall be in such form as provided by statute 
and approved by the board of directors. 

	Section 6.04.  Lost, Stolen, Mutilated or Destroyed 
Certificates.  In the event of loss, theft, mutilation or 
destruction of any certificate of stock, another may be issued in 
its place pursuant to such regulations as the board of directors 
may have established concerning proof of such loss, theft, 
mutilation or destruction and concerning the giving, if required 
by such regulations, of a satisfactory bond or bonds of 
indemnity. 


                          ARTICLE VII

          Indemnification of Directors, Officers, Etc.


	Section 7.01.  Personal Liability of Directors.

	(a)  To the fullest extent that the laws of the Commonwealth 
of Pennsylvania, as now in effect or as hereafter amended, permit 
elimination or limitation of the liability of directors, no 
director of the Company shall be personally liable for monetary 
damages as such for any action taken, or any failure to take any 
action, as a director. 

	(b)  Any amendment or repeal of this Section 7.01 which has 
the effect of increasing directors' liability shall operate 
prospectively only, and shall not affect any action taken, or any 
failure to act, prior to its adoption. 

	Section 7.02.  Indemnification of Directors and Officers.

	(a)  Right to Indemnification.  Except as prohibited by law, 
every director and officer of the Company shall be entitled as of 
right to be indemnified by the Company against reasonable expense 
and any liability paid or incurred by such person in connection 
with any actual or threatened claim, action, suit or proceeding, 
civil, criminal, administrative, investigative or other, whether 
brought by or in the right of the Company or otherwise, in which 
he or she may be involved, as a party or otherwise, by reason of 
such person being or having been a director or officer of the 
Company or by reason of the fact that such person is or was 
serving at the request of the Company as a director, officer, 
employee, fiduciary or other representative of another 
corporation, partnership, joint venture, trust, employee benefit 
plan or other entity (such claim, action, suit or proceeding 
hereinafter being referred to as "action").  Such indemnification 
shall include the right to have expenses incurred by such person 
in connection with an action paid in advance by the Company prior 
to final disposition of such action, subject to such conditions 
as may be prescribed by law.  Persons who are not directors or 
officers of the Company may be similarly indemnified in respect 
of service to the Company or to another such entity at the 
request of the Company to the extent the Board of Directors at 
any time denominates such person as entitled to the benefits of 
this Section 7.02.  As used herein, "expense" shall include fees 
and expenses of counsel selected by such person; and "liability" 
shall include amounts of judgments, excise taxes, fines and 
penalties, and amounts paid in settlement. 

	(b)  Right of Claimant to Bring Suit.  If a claim under 
paragraph (a) of this Section 7.02 is not paid in full by the 
Company within thirty days after a written claim has been 
received by the Company, the claimant may at any time thereafter 
bring suit against the Company to recover the unpaid amount of 
the claim, and, if successful in whole or in part, the claimant 
shall also be entitled to be paid the expense of prosecuting such 
claim.  It shall be a defense to any such action that the conduct 
of the claimant was such that under Pennsylvania law the Company 
would be prohibited from indemnifying the claimant for the amount 
claimed, but the burden of proving such defense shall be on the 
Company.  Neither the failure of the Company (including its Board 
of Directors, independent legal counsel and its shareholders) to 
have made a determination prior to the commencement of such 
action that indemnification of the claimant is proper in the 
circumstances because the conduct of the claimant was not such 
that indemnification would be prohibited by law, nor an actual 
determination by the Company (including its Board of Directors, 
independent legal counsel or its shareholders) that the conduct 
of the claimant was such that indemnification would be prohibited 
by law, shall be a defense to the action or create a presumption 
that the conduct of the claimant was such that indemnification 
would be prohibited by law. 

	(c)  Insurance and Funding.  The Company may purchase and 
maintain insurance to protect itself and any person eligible to 
be indemnified hereunder against any liability or expense 
asserted or incurred by such person in connection with any 
action, whether or not the Company would have the power to 
indemnify such person against such liability or expense by law or 
under the provisions of this Section 7.02.  The Company may 
create a trust fund, grant a security interest, cause a letter of 
credit to be issued or use other means (whether or not similar to 
the foregoing) to ensure the payment of such sums as may become 
necessary to effect indemnification as provided herein. 

	(d)  Non-Exclusivity; Nature and Extent of Rights.  The 
right of indemnification provided for herein (l) shall not be 
deemed exclusive of any other rights, whether now existing or 
hereafter created, to which those seeking indemnification 
hereunder may be entitled under any agreement, bylaw or charter 
provision, vote of shareholders or directors or otherwise, (2) 
shall be deemed to create contractual rights in favor of persons 
entitled to indemnification hereunder, (3) shall continue as to 
persons who have ceased to have the status pursuant to which they 
were entitled or were denominated as entitled to indemnification 
hereunder and shall inure to the benefit of the heirs and legal 
representatives of persons entitled to indemnification hereunder 
and (4) shall be applicable to actions, suits or proceedings 
commenced after the adoption hereof, whether arising from acts or 
omissions occurring before or after the adoption hereof.  The 
right of indemnification provided for herein may not be amended, 
modified or repealed so as to limit in any way the 
indemnification provided for herein with respect to any acts or 
omissions occurring prior to the effective date of any such 
amendment, modification or repeal. 

	Section 7.03.  Indemnification of Persons Not Indemnified 
Under Section 7.02.

	(a)  Scope.  The provisions of this Section 7.03 are 
applicable only to employees and other authorized representatives 
of the corporation who are not entitled to the benefits of 
Section 7.02 pursuant to either the terms of Section 7.02 or a 
resolution of the Board of Directors of this corporation. 

	(b)  Employees; Third Party Actions.  The corporation shall 
indemnify any employee of the corporation who was or is a party 
or is threatened to be made a party to 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 an authorized representative of the corporation 
(which, for the purposes of this Section 7.03, shall mean an 
employee or agent of the corporation, or a person who is or was 
serving at the request of the corporation as a director, officer, 
employee, fiduciary or agent of another corporation, partnership, 
joint venture, trust, employee benefit plan or other enterprise) 
against expenses (including attorneys' fees), judgments, fines 
and amounts paid in settlement actually and reasonably incurred 
by such person in connection with such action, suit or proceeding 
if such person acted in good faith and in a manner such person 
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 or 
her 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 that person 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 or her conduct was unlawful. 

	(c)  Employees; Derivative Actions.  The corporation shall 
indemnify any employee of the corporation who was or is a party 
or is threatened to be made a party to 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 an authorized representative of the corporation, 
against expenses (including attorneys' fees) actually and 
reasonably incurred by such person in connection with the defense 
or settlement of such action or suit if such person acted in good 
faith and in a manner such person 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 
claim, issue or matter as to which such person shall have been 
adjudged to be liable for negligence or misconduct in the 
performance of his or her duty to the corporation unless and only 
to the extent that the court of common pleas of the county in 
which the registered office of the corporation is located or the 
court in which such action or suit was brought shall determine 
upon application that, despite the adjudication of liability but 
in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses 
which the court of common pleas or such other court shall deem 
proper. 

	(d)  Other Authorized Representatives.  To the extent that 
an authorized representative of the corporation who is not an 
employee of the corporation has been successful on the merits or 
otherwise in defense of any action, suit or proceeding referred 
to in subsections (b) and (c) of this Section 7.03 or in defense 
of any claim, issue or matter therein, such person shall be 
indemnified by the corporation against expenses (including 
attorneys' fees) actually and reasonably incurred by such person 
in connection therewith.  Such an authorized representative may, 
at the discretion of the corporation, be indemnified by the 
corporation in any other circumstances and to any extent if the 
corporation would be required by subsections (b) and (c) of this 
Section 7.03 to indemnify such person in such circumstances and 
to such extent if such person were or had been an employee of the 
corporation. 

	(e)  Procedure for Effecting Indemnification.  
Indemnification under subsections (b), (c) or (d) of this Section 
7.03 shall be made when ordered by a court (in which case the 
expenses, including attorneys' fees, of the authorized 
representative in enforcing such right of indemnification shall 
be added to and be included in the final judgment against the 
corporation) or shall be made upon a determination that 
indemnification of the authorized representative is required or 
proper in the circumstances because such person has met the 
applicable standard of conduct set forth in subsections (b) and 
(c) of this Section 7.03.  Such determination shall be made: 

	(1)  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 

	(2)  If such a quorum is not obtainable, or, even if 
obtainable, a majority vote of a quorum of disinterested 
directors so direct, by independent legal counsel in a written 
opinion, or 

	(3)  By the shareholders. 

	(f)  Advancing Expenses.  Expenses (including attorneys' 
fees) incurred in defending a civil or criminal action, suit or 
proceeding shall be paid by the corporation in advance of the 
final disposition of such action, suit or proceeding, upon 
receipt of an undertaking by or on behalf of an employee to repay 
such amount unless it shall ultimately be determined that such 
person is entitled to be indemnified by the corporation as 
required in this Section 7.03 or as authorized by law and may be 
paid by the corporation in advance on behalf of any other 
authorized representative when authorized by the board of 
directors upon receipt of a similar undertaking. 
 
	(g)  Non-Exclusivity; Nature and Extent of Rights.  Each 
person who shall act as an authorized representative of the 
corporation and who is not entitled to the benefits of Section 
7.02, shall be deemed to be doing so in reliance upon such rights 
of indemnification as are provided in this Section 7.03. 

	The indemnification provided by this Section 7.03 shall not 
be deemed exclusive of any other rights to which those seeking 
indemnification may be entitled under any agreement, vote of 
shareholders or disinterested directors, statute or otherwise, 
both as to action in his or her official capacity and as to 
action in another capacity while holding such office or position, 
and shall continue as to a person who has ceased to be an 
authorized representative of the corporation and shall inure to 
the benefit of the heirs, executors and administrators of such a 
person. 


                          ARTICLE VIII

                           Amendments


	Section 8.01.  Amendment of Bylaws.  The directors may make, 
amend, alter or repeal these bylaws by a vote of the majority of 
the members of the board of directors at any regular or special 
meeting duly convened after notice of that purpose; subject, 
however, to the power of the shareholders to make, amend, and 
repeal these bylaws at any annual or special meeting duly 
convened after notice of that purpose.