                                                                   EXHIBIT 3(ii)

                                     BY-LAWS
                                       of
                             MID PENN BANCORP, INC.

                                    Article 1

                               CORPORATION OFFICE

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

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

                                    Article 2

                              SHAREHOLDERS MEETINGS

         Section 2.1 All meetings of the shareholders shall be held at such time
and place as may be fixed from time to time by the Board of Directors.

         Section 2.2 The annual meeting of the shareholders shall be held no
later than the thirty-first day of May in each year, when the shareholders shall
elect members to the Board of Directors and transact such other business as may
properly be brought before the meeting.

         Section 2.3 Special meetings of the shareholders may be called at any
time by the Chairman of the Board, the President, a majority of the Board of
Directors or of its Executive Committee or by shareholders entitled to cast at
least twenty percent (20%) of the votes which all shareholders are entitled to
cast at a particular meeting. At any time, upon written request of any person
who has called a special meeting, it shall be the duty of the Secretary to fix
the time of the meeting which, if the meeting is called pursuant to a statutory
right, 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 2.4 Written notice of all shareholder meetings (other than
adjourned meetings of shareholders), shall state the place, date, hour, the
purpose thereof and shall be served upon, or mailed, postage prepaid, or
telegraphed, charges prepaid, at least ten days before such meeting, unless a
greater period of notice is required by statute or by these By-laws, to each
shareholder entitled to vote thereat at such address as appears on the transfer
books for shares of the Corporation.

         Section 2.5 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 of Directors fixes a new
record date for the adjourned meeting.

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                                    Article 3

                             QUORUM OF SHAREHOLDERS

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

                                    Article 4

                                  VOTING RIGHTS

         Section 4.1 Except as may be otherwise provided by statute or by the
Articles of Incorporation, at every shareholders meeting, every shareholder
entitled to vote thereat shall have the right to one vote for every share having
voting power standing in such shareholder's name on the transfer books for
shares of the Corporation on the record date fixed for the meeting.

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

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

<PAGE>



                                    Article 5

                                     PROXIES

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

                                    Article 6

                                   RECORD DATE

         Section 6.1 The Board of Directors may fix a time, not more than ninety
(90) days prior to the date of any meeting of shareholders, or the date fixed
for the payment of any dividend or distribution, or the date for the allotment
of rights, or the date when any change or conversion or exchange of shares will
be made or go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case, only such shareholders
as shall be shareholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting or to receive payment of such dividend or
distribution or to receive such allotment of rights or to exercise such rights,
as the case may be, notwithstanding any transfer of any shares on the transfer
books for shares of the Corporation after any record date fixed as aforesaid.
The Board of Directors may close the books of the Corporation against transfers
of shares during the whole or any part of such period, and in such case written
or printed notice thereof shall be mailed at least ten (10) days before closing
thereof to each shareholder of record at the address appearing on the records of
the Corporation or supplied by such shareholder to the Corporation for the
purpose of notice. While the stock transfer books of the Corporation are closed,
no transfer of shares shall be made thereon. If no record date is fixed by the
Board of Directors for the determination of shareholders entitled to receive
notice of, and vote at, a shareholders meeting, transferees of shares which are
transferred on the books of the Corporation within ten (10) days next preceding
the date of such meeting shall not be entitled to notice of or to vote at such
meeting.

<PAGE>


                                    Article 7

                                  VOTING LISTS

         Section 7.1 The Secretary shall have charge of the transfer books for
shares of the Corporation and shall make a complete list of the shareholders
entitled to vote at any meeting of shareholders, arranged in alphabetical order,
with their addresses and number of shares held by each, which list shall be kept
on file at the registered office or principal place of business of the
Corporation. 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
entire meeting for the purposes thereof.

         Section 7.2 Failure to comply with the requirements of Section 7.1
shall not affect the validity of any action taken at a meeting prior to a demand
at the meeting by any shareholder entitled to vote thereat to examine the list.
The original share register or transfer book, or a duplicate thereof kept in the
Commonwealth of Pennsylvania shall be prima facie evidence as to who are the
shareholders entitled to exercise the rights of a shareholder.

                                    Article 8

                               JUDGES OF ELECTION

         Section 8.1 In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election are not so
appointed, the presiding officer of the meeting may, and on the request of any
shareholder, or such shareholder's proxy, appoint judges of election at the
meeting. The number of judges shall be one or three. If appointed at a meeting
on the request of one or more shareholders or proxies, the majority of shares
present and entitled to vote shall determine whether one or three judges are to
be appointed. A person who is a candidate for office to be filled at the meeting
shall not act as a judge.

         Section 8.2 In case any person appointed as a judge fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the convening of the meeting or at the meeting
by the presiding officer thereof.

         Section 8.3 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, 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 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. The judges of election shall perform
their duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. 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.

         Section 8.4 On request of the presiding officer of the meeting, or of
any shareholder, the judges of election 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.
<PAGE>

                                    Article 9

                   CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

         Section 9.1 Any action required to be taken at a meeting of the
shareholders, or of a class of shareholders, 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 shareholders who would be entitled to vote at a meeting for
such purpose and shall file with the Secretary of the Corporation.

                                   Article 10

                                    DIRECTORS

         Section 10.1 Any shareholder who intends to nominate or to cause to
have nominated any candidate for election to the Board of Directors (other than
any candidate proposed by the Corporation's then existing Board of Directors)
shall so notify the Secretary of the Corporation in writing not less than sixty
(60) days prior to the date of any meeting of shareholders called for the
election of directors. Such notification shall contain the following information
to the extent known by the notifying shareholder.

         (a) the name and address of each proposed nominee;
         (b) the age of each proposed nominee;
         (c) the principal occupation of each proposed nominee;
         (d) the number of shares of the Corporation owned by each proposed
             nominee;
         (e) the total number of shares that to the knowledge of the notifying
             shareholder will be voted for each proposed nominee;
         (f) the name and residence address of the notifying shareholder; and
         (g) the number of shares of the Corporation owned by the notifying
             shareholder.

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

         Section 10.2 The number of directors that shall constitute the whole
Board of Directors shall be not less than five (5), nor more than twenty-five
(25). The Board of Directors shall be classified into three (3) classes, each
class to be elected for a term of three (3) years. The terms of the respective
classes shall expire in successive years as provided in Section 10.3 hereof.
Within the foregoing limits, the Board of Directors may from time to time fix
the number of directors and their respective classifications.

<PAGE>

         Section 10.3 At the 1992 annual meeting of shareholders of the
Corporation, the shareholders shall elect eleven (11) directors as follows: four
(4) Class A directors to serve until the 1993 annual meeting of shareholders,
four (4) Class B directors to serve until the 1994 annual meeting of
shareholders, and three (3) Class C directors to serve until the 1995 annual
meeting of shareholders. Each class shall be elected in a separate election. At
each annual meeting of shareholders thereafter, successors to the class of
directors whose term shall then expire shall be elected to hold office for a
term of three (3) years, so that the term of office of one class of directors
shall expire in each year. The Board of Directors shall have the sole discretion
to increase the number of Directors that shall constitute the whole Board of
Directors; provided however, that the total number of Directors in each class
remains relatively proportionate to the others.

         Section 10.4 The Board of Directors may declare vacant the office of a
director who has been judicially declared of unsound mind or who has been
convicted of an offense punishable by imprisonment for a term of more than one
year or for any other proper cause which these By-laws may specify or if, within
sixty (60) days or such other time as these By-laws may specify after notice of
such director's selection, he does not accept the office either in writing or by
attending a meeting of the Board of Directors and fulfill such other
requirements of qualification as these By-laws may specify.

         Section 10.5 Upon application of any shareholder or director, the court
may remove from office any director in case of fraudulent or dishonest acts, or
gross abuse of authority or discretion with reference to the Corporation, or for
any other proper cause, and may bar from office any director so removed for a
period prescribed by the court. The Corporation shall be made a party to the
action and, as a prerequisite to the maintenance of an action under this Section
10.5, a shareholder shall comply with Section 1782 of the Business Corporation
Law of 1988, as amended.

         Section 10.6 An act of the Board of Directors done during the period
when a director has been suspended or removed for cause shall not be impugned or
invalidated if the suspension or removal is thereafter rescinded by the
shareholders or by the Board of Directors or by the final judgment of a court.

         Section 10.7 The Board of Directors may appoint a person who previously
held the position of Director to be a Director Emeritus. A Director Emeritus may
attend meetings of the Board of Directors and shall have such other rights and
privileges as may be determined from time to time by resolution of the Board of
Directors.

                                   Article 11

                         VACANCIES ON BOARD OF DIRECTORS

         Article 11.1 Vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board of Directors, though less than a
quorum, and each person so appointed shall be a director until the expiration of
the term of office of the class of directors to which such director was
appointed.
<PAGE>

                                   Article 12

                          POWERS OF BOARD OF DIRECTORS

         Section 12.1 The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-laws directed or required to be
exercised and done by the shareholders.

         Section 12.2 The Board of Directors shall have the power and authority
to appoint an Executive Committee and such other committees as may be deemed
necessary by the Board of Directors for the efficient operation of the
Corporation. The Executive Committee shall consist of the Chairman of the Board,
the President and not less than two (2) nor more than five (5) other directors
(one of which other directors may be an employee of the Corporation or any of
its subsidiaries). The Executive Committee shall meet at such time as may be
fixed by the Board of Directors, or upon call of the Chairman of the Board or
the President. A majority of members of the Executive Committee shall constitute
a quorum. The Executive Committee shall have and exercise the authority of the
Board of Directors in the intervals between the meetings of the Board of
Directors as far as may be permitted by law.

         Section 12.3 A director shall stand in a fiduciary relation to the
Corporation and shall perform such director's duties as a director, including
those duties undertaken as a member of any committee of the Board of Directors
upon which such director may serve, in good faith, in a manner such director
reasonably believes to be in the best interests of the Corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing duties as a
director, a director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by any of the following:

         (a)  One or more officers or employees of the Corporation whom the
              director reasonably believes to be reliable and competent in the
              matters presented.
         (b)  Counsel, public accountants or other persons as to matters which
              the director reasonably believes to be within the professional or
              expert competence of such persons.
         (c)  A committee of the Board of Directors upon which such director
              does not serve, duly designated in accordance with law, as to
              matters within its designated authority, which committee the
              director reasonably believes to merit confidence.

         A director shall not be considered to be acting in good faith if such
director has knowledge concerning the matter in question that would cause such
director's reliance to be unwarranted.

<PAGE>


         Section 12.4 In discharging the duties of their respective positions,
the Board of Directors, committees of the Board of Directors and individual
directors may, in considering the best interests of the Corporation, consider
the effects of any action upon employees, upon suppliers and customers of the
Corporation and upon communities in which offices or other establishments of the
Corporation are located, and all other pertinent factors. The consideration of
those factors shall not constitute a violation of Section 12.3.

         Section 12.5 Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the Corporation.

         Section 12.6 A director shall not be personally liable, as such, for
monetary damages for any action taken, or any failure to take any action,
unless:

         (a) the director has breached or failed to perform the duties of such
             director's office under this Article 12; and
         (b) the breach or failure to perform constitutes self-dealing,
             willful misconduct or recklessness.

         Section 12.7 The provisions of Section 12.6 shall not apply to:

         (a) the responsibility or liability of a director pursuant to any
             criminal statute; or
         (b) the liability of a director for the payment of taxes pursuant to
             local, State or Federal law.

         Section 12.8 A director of the Corporation who is present at a meeting
of the Board of Directors, or of a committee of the Board of Directors, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless such director's dissent is entered in the minutes of the
meeting or unless such director files such director's written dissent to the
action with the Secretary of the Corporation before the adjournment thereof or
transmits the dissent in writing to the Secretary of the Corporation immediately
after the adjournment of the meeting. The right to dissent shall not apply to a
director who voted in favor of the action. Nothing in this Section 12.8 shall
bar a director from asserting that minutes of any meeting incorrectly omitted
such director's dissent if, promptly upon receipt of a copy of such minutes,
such director notifies the Secretary of the Corporation, in writing, of the
asserted omission or inaccuracy.

                                   Article 13

                      COMMITTEES OF THE BOARD OF DIRECTORS

         Section 13.1 The Board of Directors may, by resolution adopted by a
majority of the directors in office, establish one or more committees to consist
of one or more directors of the Corporation. Any committee, to the extent
provided in the resolution of the Board of Directors or in these By-laws, shall
have and may exercise all of the powers and authority of the Board of Directors,
except that a committee shall not have any power or authority as to the
following:



<PAGE>

         (a)  The submission to shareholders of any action requiring approval of
              shareholders under applicable law, the Articles of Incorporation
              or these By-laws.
         (b)  The creation or filling of vacancies in the Board of Directors.
         (c)  The adoption, amendment or repeal of these By-laws.
         (d)  The amendment or repeal of any resolution of the Board of
              Directors that by its terms is amendable or repealable only by the
              Board of Directors.
         (e)  Action on matters committed by these By-laws or resolution of the
              Board of Directors to another committee of the Board of Directors.

         Section 13.2 The Board of Directors 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 the purposes of any written action
by the committee. In the absence or disqualification of a member and alternate
member or members of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of the absent or disqualified member.

         Section 13.3 Each committee of the Board of Directors shall serve at
the pleasure of the Board of Directors. The term "Board of Directors," when used
in any provision of this Article 13 relating to the organization or procedures
of or the manner of taking action by the Board of Directors, shall be construed
to include and refer to any executive or other committee of the Board of
Directors. Any provision of this Article 13 relating or referring to action to
be taken by the Board of Directors or the procedure required therefor shall be
satisfied by the taking of corresponding action by a committee of the Board of
Directors to the extent authority to take the action has been delegated to the
committee pursuant to this Article 13.

                                   Article 14

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 14.1 An organization meeting may be held immediately following
the annual shareholders meeting without the necessity of notice to the directors
to constitute a legally convened meeting, or the directors may meet at such time
and place as may be fixed by either a notice or waiver of notice or consent
signed by all of such directors.

         Section 14.2 Regular meetings of the Board of Directors shall be held
not less often than semi-annually at a time and place determined by the Board of
Directors at the preceding meeting. One or more directors may participate in any
meeting of the Board of Directors, or of any committee thereof, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another.

         Section 14.3 Special meetings of the Board of Directors may be called
by the Chairman of the Board or the President on one (1) day's notice to each
director, either personally or by mail, telegram or telephone; special meetings
shall be called by the Chairman of the Board or the President in like manner and
on like notice upon the written request of three (3) directors.


<PAGE>


         Section 14.4 At all meetings of the Board of Directors, a majority of
the directors shall constitute a quorum for the transaction of business, and the
acts of a majority of the directors present at a meeting in person or by
conference telephone or similar communications equipment at which a quorum is
present in person or by such communications equipment shall be the acts of the
Board of Directors, except as may be otherwise specifically provided by statute
or by the Articles of Incorporation or by these By-laws. If a quorum shall not
be present in person or by communications equipment at any meeting of the
directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or as permitted herein.

                                   Article 15

                    INFORMAL ACTION BY THE BOARD OF DIRECTORS

         Section 15.1 Any action required or permitted to be taken at a meeting
of the directors may be taken without a meeting and shall be as valid a
corporate action as though it had been authorized at a meeting of the Board of
Directors if, prior or subsequent to the action, a consent or consent's thereto
by all of the directors in office is filed with the Secretary of the
Corporation.

                                   Article 16

                            COMPENSATION OF DIRECTORS

         Section 16.1 Directors, as such, may receive a stated salary for their
services or a fixed sum and expenses for attendance at regular and special
meetings, or any combination of the foregoing as may be determined from time to
time by resolution of the Board of Directors, and nothing contained herein shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                                   Article 17

                                    OFFICERS

         Section 17.1 The officers of the Corporation shall be elected by the
Board of Directors at its organizational meeting and shall be a Chairman of the
Board, a President, at least one Vice President, a Secretary and Treasurer. The
Board of Directors may elect more than one Vice President and such other
officers and appoint such agents as it shall deem necessary, who shall hold
their offices for such terms, have such authority and perform such duties as may
from time to time be prescribed by the Board of Directors. Any two or more of
offices may be held by the same person.

         Section 17.2 The compensation of all officers of the Corporation shall
be fixed by the Board of Directors.

         Section 17.3 Each officer shall hold office for a term of one year and
until such officer's successor has been selected and qualified or until such
officer's earlier death, resignation or removal. Any officer may resign at any
time upon written notice to the Corporation. The resignation shall be effective
upon receipt thereof by the Corporation or at such subsequent time as may be
specified in the notice of resignation. The Corporation may secure the fidelity
of any or all of the officers by bond or otherwise.


<PAGE>


         Section 17.4 Any officer or agent of the Corporation may be removed by
the Board of Directors with or without cause. The removal shall be without
prejudice to the contract rights, if any, of any person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
If the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.

         Section 17.5 An officer shall perform such officer's duties as an
officer in good faith, in a manner such officer reasonably believes to be in the
best interests of the Corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. An officer who so performs such duties shall not be
liable by reason of having been an officer of the Corporation.

                                   Article 18

                   THE CHAIRMAN AND VICE-CHAIRMEN OF THE BOARD

         Section 18.1 The Chairman of the Board shall preside at all meetings of
the shareholders and directors. The Chairman shall supervise the carrying out of
the policies adopted or approved by the Board of Directors. The Chairman shall
also have and may exercise such further powers and duties as from time to time
may be conferred upon or assigned to the Chairman by the Board of Directors.

         Section 18.2 The Vice-Chairman of the Board or, if more than one, the
Vice-Chairmen in the order established by the Board of Directors, shall preside
at meetings of the shareholders and directors as a result of the absence or
incapacity of the Chairman of the Board. If there is no Chairman of the Board,
the Vice-Chairman designated by the Board shall have and exercise all powers
conferred by these By-laws or otherwise on the Chairman of the Board. The
Vice-Chairman or, if more than one, the Vice Chairmen designated by the Board
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to the Vice-Chairman or the Vice-Chairmen
by the Board of Directors.

                                   Article 19

                                  THE PRESIDENT

         Section 19.1 The President shall be the chief executive officer of the
Corporation; shall have general and active management of the business of the
Corporation; shall see that all orders and resolutions of the Board of Directors
are put into effect, subject however, to the right of the Board of Directors to
delegate any specific powers, except such as may be by the statute exclusively
conferred on the President, to any other officer or officers of the Corporation.
The President shall execute bonds, mortgages and other contracts requiring a
seal under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation. The President shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon or assigned to the President by the Board of Directors. In the absence or
incapacity of the Chairman of the Board and Vice Chairman of the Board, if any,
the President shall preside at meetings of the shareholders and the directors.
If there is no Chairman or Vice Chairman of the Board, the President shall have
and exercise all powers conferred by the By-laws or otherwise on the Chairman of
the Board.

<PAGE>


                                   Article 20

                               THE VICE PRESIDENT

         Section 20.1 The Vice President or, if more than one, the Vice
Presidents in the order established by the Board of Directors shall, in the
absence or incapacity of the President, exercise all powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have such
other authority and perform such other duties as may be provided in these
By-laws or as shall be determined by the Board of Directors or the President.
Any Vice President may, in the discretion of the Board of Directors, be
designated as "executive," "senior," or by departmental or functional
classification.

                                   Article 21

                                  THE SECRETARY

         Section 21.1 The Secretary shall attend all meetings of the Board of
Directors and of the shareholders and keep accurate records thereof in one or
more minute books kept for that purpose and shall perform the duties customarily
performed by the secretary of a corporation and such other duties as may be
assigned to the secretary by the Board of Directors or the President.

                                   Article 22

                                  THE TREASURER

         Section 22.1 The Treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall perform such other
duties as may be assigned to the Treasurer by the Board of Directors or the
President. The Treasurer shall give bond in such sum and with such surety as the
Board of Directors may from time to time direct.

<PAGE>





                                   Article 23

                               ASSISTANT OFFICERS

         Section 23.1 Each assistant officer shall assist in the performance of
the duties of the officer to whom such person is an assistant and shall perform
such duties in the absence of the officer. Each assistant officer shall perform
such additional duties as may be assigned by the Board of Directors, the
Chairman of the Board, the President or the officer to whom such person is an
assistant. Such officers may be given such functional titles as the Board of
Directors shall from time to time determine.

                                   Article 24

                                 INDEMNIFICATION

         Section 24.1 (Third Party Actions) The Corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action 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 he is or was a
representative of the Corporation, or is or was serving at the request of the
Corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action or proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or 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 that he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

         Section 24.2 (Derivative Actions) The Corporation shall have power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a representative of the Corporation or is or was serving at the request
of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
action if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation. Indemnification
shall not be made under this section in respect of any claim, issue or matter as
to which the person has been adjudged to be liable to the Corporation unless and
only to the extent that the court of common pleas of the judicial district
embracing the county in which the registered office of the Corporation is
located or the court in which the action was brought determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court of common pleas or other court deems proper.



<PAGE>

         Section 24.3 (Mandatory Indemnification) To the extent that a
representative of the Corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to in Sections 24.1 (relating to
third party actions) or 24.2 (relating to derivative actions) or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         Section 24.4 (Procedure for Effecting Indemnification) Unless ordered
by a court, any indemnification under Sections 24.1 (relating to third party
actions) or 24.2 (relating to derivative actions) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he has met
the applicable standard of conduct set forth in those sections. The
determination shall be made:

         (a)  by the Board of Directors by a majority vote of a quorum
              consisting of directors who were not parties to the action or
              proceeding;
         (b)  if such a quorum is not obtainable or if obtainable and a majority
              vote of a quorum of disinterested directors so directs, by
              independent legal counsel in a written opinion; or
         (c)  by the shareholders.

         Section 24.5 (Advancing Expenses) Expenses (including attorneys' fees)
incurred in defending any action or proceeding referred to in this Article 24
may be paid by the Corporation in advance of the final disposition of the action
or proceeding upon receipt of an undertaking by or on behalf of the person to
repay the amount if it is ultimately determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article 24 or otherwise.

         Section 24.6 (Supplementary Coverage) (a) The indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of this Article 24 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any By-law, 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 that office. The Corporation may create a fund of
any nature, which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification obligations,
whether arising under or pursuant to this Section 24.6 or otherwise.

         (b)  Indemnification pursuant to subsection (a) of this Section 24.6
              shall not be made in any case where the act or failure to act
              giving rise to the claim for indemnification is determined by a
              court to have constituted willful misconduct or recklessness.
         (c)  Indemnification pursuant to subsection (a) of this Section 24.6
              under any By-law,
              agreement, vote of shareholders or directors or otherwise, may be
              granted for any action taken or any failure to take any action and
              may be made whether or not the Corporation would have the power to
              indemnify the person under any other provision of law except as
              provided in this Section 24.6 and whether or not the indemnified
              liability arises or arose from any threatened, pending or
              completed action by or in the right of the Corporation.

<PAGE>


         Section 24.7 (Power to Purchase Insurance) The Corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
representative of the Corporation or is or was serving at the request of the
Corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, 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 that liability under the
provisions of this Article 24.
         Section 24.8 (Application to Surviving or New Corporations) For the
purpose of this Article 24, references to "the Corporation" include all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, so
that any person who is or was a representative of the constituent, surviving or
new corporation, or is or was serving at the request of the constituent,
surviving or new corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article 24 with respect to the surviving or new corporation as he would if he
had served the surviving or new corporation in the same capacity.

         Section 24.9 (Application to Employee Benefit Plans) For purposes of
this Article 24:

         (a)  References to "other enterprises" shall include employee benefit
              plans and references to "serving at the request of the
              Corporation" shall include any service as a representative of the
              Corporation that imposes duties on, or involves services by, the
              representative with respect to an employee benefit plan, its
              participants or beneficiaries.
         (b)  Excise taxes assessed on a person with respect to an employee
              benefit plan pursuant to applicable law shall be deemed "fines."
         (c)  Action with respect to an employee benefit plan taken or omitted
              in good faith by a representative of the Corporation in a manner
              he reasonably believed to be in the interest of the participants
              and beneficiaries of the plan shall be deemed to be action in a
              manner that is not opposed to the best interests of the
              Corporation.

         Section 24.10 (Duration and Extent of Coverage) The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article 24
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a representative of the Corporation and shall inure
to the benefit of the heirs and personal representative of that person.


<PAGE>


                                   Article 25

                               SHARE CERTIFICATES

         Section 25.1 Except as provided in Section 25.2, the share certificates
of the Corporation shall be numbered and registered in a share register as they
are issued; shall bear the name of the registered holder, the number and class
of shares represented thereby, the par value of each share or a statement that
such shares are without par value, as the case may be; shall be signed by the
President or a Vice President and the Secretary or the Treasurer or any other
person properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or printed. Where the
certificate is signed by a transfer agent or a registrar, the signature of any
corporate officer on such certificate may be a facsimile engraved or printed. In
case any officer who has signed, or whose facsimile signature has been placed
upon, any share certificate shall have ceased to be such officer because of
death, resignation or otherwise before the certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not ceased
to be such at the date of its issue.

         Section 25.2 Notwithstanding anything herein to the contrary, any or
all classes and series of shares, or any part thereof, may be represented by
uncertificated shares to the extent determined by the Board of Directors, except
that shares represented by a certificate that is issued and outstanding shall
continue to be represented thereby until the certificate is surrendered to the
Corporation. Within a reasonable time after the issuance or transfer of
uncertificated shares, the Corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates. The rights and obligations of the holders of shares
represented by certificates and the rights and obligations of the holders of
uncertificated shares of the same class shall be identical. Notwithstanding
anything herein to the contrary, the provisions of Section 25.1 shall not apply
to uncertificated shares and, in lieu thereof, the Board of Directors shall
adopt alternative procedures for registration of transfers.

                                   Article 26

                               TRANSFER OF SHARES

         Section 26.1 Upon surrender to the Corporation of a share certificate
duly endorsed by the person named in the certificate or by attorney duly
appointed in writing and accompanied where necessary by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto and the old certificate cancelled and the
transfer recorded upon the transfer books for shares of the Corporation. No
transfer shall be made if it would be inconsistent with the provisions of
Article 8 of the Pennsylvania Uniform Commercial Code.

                                   Article 27

                                LOST CERTIFICATES

         Section 27.1 Where a shareholder of the Corporation alleges the loss,
theft or destruction of one or more certificates for shares of the Corporation
and requests the issuance of a substitute certificate therefor, the Board of
Directors may direct a new certificate of the same tenor and for the same number
of shares to be issued to such person upon such person's making of an affidavit
in form satisfactory to the Board of Directors setting forth the facts in
connection therewith, provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such certificate or
received notice that such certificate has been acquired by a bona fide
purchaser. When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or
such owner's heirs or legal representatives, as the case may be, to advertise
the same in such manner as it shall require and/or give the Corporation a bond
in such form and with surety or sureties, with fixed or open penalty, as shall
be satisfactory to the Board of Directors, as indemnity for any liability or
expense which it may incur by reason of the original certificate remaining
outstanding.

<PAGE>


                                   Article 28

                                    DIVIDENDS

         Section 28.1 The Board of Directors may, from time to time, at any duly
convened regular or special meeting or by unanimous consent in writing, declare
and pay dividends upon the outstanding shares of capital stock of the
Corporation in cash, property or shares of the Corporation, so long as any
dividend shall not be in violation of law and the Articles of Incorporation.

         Section 28.2 Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Board of Directors from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors shall believe to be for the best interests of
the Corporation, and the Board of Directors may reduce or abolish any such
reserve in the manner in which it was created.

                                   Article 29

                        FINANCIAL REPORT TO SHAREHOLDERS

         Section 29.1 The Chairman of the Board, the President and the Board of
Directors shall present prior to each annual meeting of the shareholders a full
and complete statement of the business and affairs of the Corporation for the
preceding year.

                                   Article 30

                                   INSTRUMENTS

         Section 30.1 All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other persons as
the President or the Board of Directors may from time to time designate.

         Section 30.2 Any note, mortgage, evidence of indebtedness, contract or
other document, or any assignment or endorsement thereof, executed or entered
into between the Corporation and any other person, when signed by one or more
officers or agents having actual or apparent authority to sign it, or by the
Chairman of the Board, the President or the Vice President and Secretary or
Assistant Secretary or Treasurer or Assistant Treasurer of the Corporation,
shall be held to have been properly executed for and in behalf of the
Corporation.

<PAGE>


         Section 30.3 The affixation of the corporate seal shall not be
necessary to the valid execution, assignment or endorsement by the Corporation
of any instrument or other document.

                                   Article 31

                                   FISCAL YEAR

         Section 31.1 The fiscal year of the Corporation shall be the calendar
year.

                                   Article 32

                                      SEAL

         Section 32.1 The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed in any manner reproduced.

                                   Article 33

                           NOTICES AND WAIVERS THEREOF

         Section 33.1 Whenever written notice is required to be given to any
person under the provisions of applicable law, by the Articles of Incorporation
or of these By-laws, it may be given to the person either personally or by
sending a copy thereof by first class or express mail, postage prepaid, or by
telegram (with messenger service specified), telex or TWX (with answerback
received) or courier service, charges prepaid, or by telecopier, to such
person's address (or to such person's telex, TWX, telecopier or telephone
number) appearing on the books of the Corporation or, in the case of directors,
supplied by such person to the Corporation for the purpose of notice. If the
notice is sent by mail, telegraph or courier service, it shall be deemed to have
been given to the person entitled thereto when deposited in the United States
mail or with a telegraph office or courier service for delivery to that person
or, in the case of telex or TWX, when dispatched. A notice of meeting shall
specify the place, day and hour of the meeting and any other information
required by any other provision of these By-laws.

         Section 33.2 Whenever any written notice is required to be given under
the provisions of applicable law, the Articles of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to the notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of the notice. Except as otherwise required by these
By-laws, neither the business to be transacted at, nor the purpose of, a meeting
need be specified in the waiver of notice of the meeting. In the case of a
special meeting of shareholders, the waiver of notice shall specify the general
nature of the business to be transacted.


<PAGE>


         Section 33.3 Attendance of a person at any meeting shall constitute a
waiver of notice of the meeting except where a person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.

         Section 33.4 Whenever any notice or communication is required to be
given to any person under the provisions of applicable law, the Articles of
Incorporation, these By-laws, the terms of any agreement and any other
instrument or as a condition precedent to taking any corporate action, and
communication with that person is then unlawful, the giving of the notice or
communication to that person shall not be required and there shall be no duty to
apply for a license or other permission to do so. Any action or meeting that is
taken or held without notice or communication to that person shall have the same
validity as if the notice or communication had been duly given. If the action
taken is such as to require the filing of any document with respect thereto
under any provision of law or any agreement or other instrument, it shall be
sufficient, if such is the fact and if notice or communication in required, to
state therein that notice or communication was given to all persons entitled to
receive notice or communication except persons with whom communication was
unlawful.

         Section 33.5 Section 33.4 shall also be applicable to any shareholder
with whom the Corporation has been unable to communicate for more than
twenty-four (24) consecutive months because communications to the shareholder
are returned unclaimed or the shareholder has otherwise failed to provide the
Corporation with a current address. Whenever the shareholder provides the
Corporation with a current address, Section 33.4 shall cease to be applicable to
the shareholder under this Section 33.5.

                                   Article 34

                                   EMERGENCIES

         Section 34.1 The Board of Directors may adopt emergency By-laws,
subject to repeal or change by action of the shareholders, which shall,
notwithstanding any different provisions of law, of the Articles of
Incorporation or of these By-laws, be effective during any emergency resulting
from an attack on the United States, a nuclear disaster or another catastrophe
as a result of which a quorum of the Board of Directors cannot readily be
assembled. The emergency By-laws may make any provision that may be appropriate
for the circumstances of the emergency including, procedures for calling
meetings of the Board of Directors, quorum requirements for meetings and
procedures for designating additional or substitute directors.

         Section 34.2 The Board of Directors, either before or during any
emergency, may provide, and from time to time modify, lines of succession in the
event that during the emergency any or all officers or agents of the Corporation
shall for any reason be rendered incapable of discharging their duties and may,
effective in the emergency, change the head offices or designate several
alternative head offices or regional offices of the Corporation or authorize the
officers to do so.

         Section 34.3 A representative of the Corporation acting in accordance
with any emergency By-laws shall not be liable except for willful misconduct and
shall not be liable for any action taken by such representative in good faith in
an emergency in furtherance of the ordinary business affairs of the Corporation
even though not authorized by the emergency or other By-laws then in effect.

         Section 34.4 To the extent not inconsistent with any emergency By-laws
so adopted, the By-laws of the Corporation shall remain in effect during any
emergency and, upon its termination, the emergency By-laws shall cease to be
effective.

         Section 34.5 Unless otherwise provided in emergency By-laws, notice of
any meeting of the Board of Directors during an emergency shall be given only to
those directors to whom it is feasible to reach at the time and by such means as
are feasible at the time, including publication, radio or television. To the
extent required to constitute a quorum at any meeting of the Board of Directors
during any emergency, the officers of the Corporation who are present shall,
unless otherwise provided in emergency By-laws, be deemed, in order of rank and
within the same rank in order of seniority, directors for the meeting.

                                   Article 35

                                   AMENDMENTS

         Section 35.1 These By-laws may be altered, amended or repealed by the
affirmative vote of the holders of eighty percent (80%) of the outstanding
shares of Common Stock at any regular or special meeting duly convened after
notice to the shareholders of that purpose, or by a majority vote of the members
of the Board of Directors at any regular or special meeting thereof duly
convened after notice to the directors of that purpose, subject always to the
power of the shareholders to change such action of the Board of Directors by the
affirmative vote of the holders of eighty percent (80%) of the outstanding
shares of Common Stock.


