


                                                    Exhibit (3)



                                             








                             BY-LAWS


                               OF


                  ALLEGHENY LUDLUM CORPORATION




















                                     Revised:   3/29/96






<PAGE>


                             BY-LAWS

                               OF

                  ALLEGHENY LUDLUM CORPORATION

                        TABLE OF CONTENTS

ARTICLE I      MEETING OF SHAREHOLDERS                PAGE

Section 1      Place of Meetings                        1
Section 2      Annual Meetings                          1
Section 3      Special Meetings                         1
Section 4      Notice of Meetings                       1
Section 5      Quorum                                   1
Section 6      Voting                                   2
Section 7      Informal Action                          2
Section 8      Presence at Meetings                     2

ARTICLE II     DIRECTORS

Section 1      Number, Qualifications, Election
                and Term of Office                      2
Section 2      Vacancies                                3
Section 3      Meetings of Directors                    3
Section 4      Powers of Directors                      4
Section 5      Informal Action                          4
Section 6      Telephone Participation in Meetings      4
Section 7      Compensation of Directors                4

ARTICLE III    COMMITTEES OF DIRECTORS

Section 1      Appointment and Powers                   4
Section 2      Appointment by Committees of
                Substitute Members                      5
Section 3      Procedure                                5
Section 4      Telephone Participation in Meetings      5

ARTICLE IV     OFFICERS

Section 1      Enumeration                              5
Section 2      Chairman of the Board                    6
Section 3      Chief Executive Officer                  6
Section 4      President                                6
Section 5      Vice-President                           6
Section 6      Secretary                                6
Section 7      Treasurer                                6
Section 8      Other Officers                           7
Section 9      Compensation                             7
Section 10     Additional Duties of Officers            7


<PAGE>


                   TABLE OF CONTENTS (CONT'D)

ARTICLE V      STOCK                                  PAGE
               
Section 1      Issuance of Stock                        7
Section 2      Certificate of Stock                     7
Section 3      Transfer of Stock                        7
Section 4      Lost, Stolen, Destroyed or
                Mutilated Certificates                  8
Section 5      Regulations                              8
Section 6      Holders of Record                        8
Section 7      Record Date                              8

ARTICLE VI     LIABILITY OF DIRECTORS

Section 1      Directors' Personal Liability            9
Section 2      Preservation of Rights                   9

ARTICLE VIA    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1      Mandatory Indemnification of
                Directors and Officers                  9
Section 2      Mandatory Advancement of Expenses
                to Directors and Officers               9
Section 3      Permissive Indemnification and
                Advancement of Expenses                10
Section 4      Scope of Indemnification                10
Section 5      Insurance                               10
Section 6      Funding to Meet Indemnification
                Obligations                            11
Section 7      Miscellaneous                           11
Section 8      Definition of Corporation               11
Section 9      Definition of Authorized
                Representative                         12

ARTICLE VII    GENERAL PROVISIONS

Section 1      Corporate Seal                          12
Section 2      Fiscal Year                             12
Section 3      Authorization                           12
Section 4      Inapplicability of Subchapter 25E       12
Section 5      Inapplicability of Subchapter 25F       12
Section 6      Inapplicability of Subchapter 25G       13
Section 7      Inapplicability of Subchapter 25H       13

ARTICLE VIII   AMENDMENTS




<PAGE>





                             BY-LAWS

                               OF

                  ALLEGHENY LUDLUM CORPORATION

                            ARTICLE I

                     MEETING OF SHAREHOLDERS


          Section 1.  Place of Meetings.  Meetings of the
shareholders shall be held at the registered office of the
Corporation, or at such other place within or without the
Commonwealth of Pennsylvania as shall be fixed by the Board of
Directors or the person or persons calling the meeting.

          Section 2.  Annual Meetings.  The annual meetings of
the shareholders for the election of directors and the
transaction of such other business as may properly come before
the same shall be held within one hundred fifty (150) days
following the close of the Corporation's fiscal year at such date
and time as shall be designated by the Board of Directors.

          Section 3.  Special Meetings.  Special meetings may be
called at any time by the Chairman of the Board, the Chief
Executive Officer, or the Board of Directors, or the holders of
not less than one-fifth (1/5) of all the outstanding shares
entitled to vote at such meeting.

          Section 4.  Notice of Meetings.  A written notice
stating the place, day and hour of any meeting and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called shall be delivered or mailed by the Secretary,
or by the officer or person calling the meeting, to each
shareholder of record entitled to vote at such meeting, at such
address as appears upon the records of the Corporation, at least
ten (10) days and not more than ninety (90) days before the date
of the meeting.  When a meeting 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 the
announcement at the meeting at which such adjournment is taken. 
If the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

          Section 5.  Quorum.  The presence, in person or by
proxy, of the majority of the outstanding shares entitled to vote
shall constitute a quorum.  The shareholders present at a duly
authorized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.  If a meeting cannot be organized because a
quorum has not attended, those present may, except as otherwise



<PAGE>




provided by statute, adjourn the meeting to such time and place
as they may determine; but in the case of any meeting called for
the election of directors, those who attend the second of such
adjourned meetings, although less than quorum, shall nevertheless
constitute a quorum for the purpose of electing the directors.

          Section 6.  Voting.  Except as otherwise provided by
law or the Articles of Incorporation, every shareholder of record
shall have the right at every shareholders' meeting to one (1)
vote for every share standing in his name on the books of the
Corporation.  In each election of directors, every shareholder
entitled to vote shall have the right, in person or by proxy, 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 or classes of shares of which his shares
are a part; and he may cast the whole number of such votes for
one (1) candidate or he may distribute them among any two (2) or
more candidates.  A majority of the votes cast shall decide every
question or matter submitted to the shareholders unless otherwise
provided by law or the Articles of Incorporation.  The vote upon
any matter submitted to the shareholders may be taken viva voce;
provided, however, that the vote upon any question shall be by
ballot if demand for the same is made by any shareholder or is
directed by the chairman of the meeting.

          Section 7.  Informal Action.  Whenever the vote of the
shareholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action by any provision of
law or of the Corporation's Articles of Incorporation, the
meeting, notice and vote of shareholders may be dispensed with,
if a consent in writing, setting forth the action so taken, shall
be signed by the holders of all the outstanding shares.

          Section 8.  Presence at Meetings.  A shareholder may
participate in a meeting of the shareholders only if the
shareholder or the shareholder's duly authorized proxy is
physically present in person at the meeting.  A shareholder or a
proxy may not participate in a meeting of the shareholders by
means of conference telephone or similar communications
equipment.

                           ARTICLE II

                            DIRECTORS

          Section 1.  Number, Qualifications, Election and Term
of Office.  The number of directors to manage and control the
affairs of the Corporation shall be as determined by the Board of
Directors from time to time, but shall not be less than 
three (3).  Directors need not be shareholders of the Corporation
or residents of the Commonwealth of Pennsylvania.  No person may
serve as a director of the Company after such person becomes

                              -2-


<PAGE>





seventy-one years of age provided, however, that a person who
becomes seventy-one years of age may complete the term for which
such person was elected before such person became seventy-one
years of age.  Directors shall be elected by the shareholders at
the annual meeting or any special meeting called for such
purpose.  Each director shall be elected to serve until the next
annual meeting of the shareholders and until his successor is
duly elected and qualified.

          The directors of the Corporation shall be divided into
three classes:  Class I, Class II and Class III.  Each class
shall consist, as nearly as may be possible, of one-third of the
whole number of the Board of Directors.  The Class I directors
shall be elected to hold office for a term to expire at the first
annual meeting of the shareholders thereafter; the Class II
directors shall be elected to hold office for a term to expire at
the second annual meeting of the shareholders thereafter; and the
Class III directors shall be elected to hold office for a term to
expire at the third annual meeting of the shareholders
thereafter, and in the case of each class, until their respective
successors are duly elected and qualified.  At each annual
election the directors elected to succeed those whose terms
expire shall be identified as being of the same class as the
directors they succeed and shall be elected to hold office for a
term to expire at the third annual meeting of the shareholders
after their election, and until their respective successors are
duly elected and qualified.  If the number of directors is
changed, any increase or decrease in directors shall be
apportioned among the classes so as to maintain all classes as
equal in number as possible, and any additional director elected
to any class shall hold office for a term which shall coincide
with the terms of the other directors in such class and until his
successor is duly elected and qualified.

          Subject to the rights of holders of any series of
Preferred Stock then outstanding, in the case of any increase in
the number of directors of the Corporation the additional
director or directors shall be elected by the Board of Directors. 
No decrease in the number of directors of the Corporation shall
shorten the term of any incumbent director.

          Section 2.  Vacancies.  Vacancies in the Board of
Directors caused by death, resignation, increase in the number of
directors or otherwise shall be filled by a majority vote of the
remaining member or members of the Board; and each director so
elected shall hold office for the unexpired portion of the term
of the director whose place shall be vacant and until his
successor is duly elected and qualified.

          Section 3.  Meetings of Directors.  Regular meetings of
the Board of Directors shall be held at such times and places as
the Board of Directors may from time to time by resolution

                               -3-

<PAGE>




appoint; and no notice shall be required to be given of any such
regular meeting.  A special meeting of the Board of Directors may
be called by the Chairman of the Board, the Chief Executive
Officer or any three (3) directors (or, if less, a majority of
the directors in office), by giving twenty-four (24) hours'
notice to each director by letter, telegram, or facsimile; but
the presence of all directors at any special meeting shall ipso
facto constitute a waiver of notice to be given of such meeting. 
No minimum number of special meetings and no more than one
regular meeting of the Board of Directors need be called in any
year.  A majority of the directors in office shall constitute a
quorum for the transaction of business, and actions may be taken
by a majority of the members present at any meeting at which a
quorum is present.

          Section 4.  Powers of Directors.  The directors shall
manage the business and affairs of the Corporation.

          Section 5.  Informal Action.  Any action which may be
taken at a meeting of the directors 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 minutes of proceedings of the Board.

          Section 6.  Telephone Participation in Meetings.  Any
one or more directors may participate in a meeting of the Board
of Directors by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.

          Section 7.  Compensation of Directors.  Each director
of the Corporation who is not a salaried officer or employee of
the Corporation or of a subsidiary of the Corporation, shall
receive such allowances for serving as a director and such fees
for attendance at meetings of the Board of Directors or any
committee appointed by the Board as the Board may from time to
time determine.

                           ARTICLE III

                     COMMITTEES OF DIRECTORS

          Section 1.  Appointment and Powers.  The Board of
Directors may, by resolution adopted by a majority of the
directors in office, establish one or more committees, each of
which shall consist of one or more of the directors of the
Corporation.  To the extent provided in the resolution
establishing any committee, such committee shall have and may
exercise all of the powers and authority of the Board of
Directors; provided, however, that no such committee shall have
any power or authority as to the following:

                              -4-

<PAGE>




          (i)  The submission to the shareholders of the Company
of any action requiring approval of the shareholders under the
Pennsylvania Business Corporation Law of 1988;

          (ii)  The creation or filling of vacancies in the Board
of Directors;

          (iii)  The adoption, amendment or repeal of the
By-laws;

          (iv)  The amendment or repeal of any resolution of the
Board that by its terms is amendable or repealable only by the
Board; or

          (v)  Action on matters committed by the By-laws or
resolution of the Board of Directors to another committee of the
Board.

          Section 2.  Appointment by Committees of Substitute
Members.  In the absence or disqualification of any member of any
such 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 by unanimous action appoint another
director to act at the meeting in the place of any such absent or
disqualified member.

          Section 3.  Procedure.  The Board of Directors may
establish reasonable rules and regulations for the conduct of the
proceedings of any such committee and may appoint a chairman of
the committee who shall be a member thereof and a secretary of
the committee who need not be a member thereof.  To the extent
that the Board of Directors shall not exercise such powers, they
may be exercised by the Committee.

          Section 4.  Telephone Participation in Meetings.  Any
one or more committee members may participate in a meeting of a
committee of the Board of Directors by means of a conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.

                           ARTICLE IV

                            OFFICERS

          Section 1.  Enumeration.  The officers of the
Corporation shall consist of a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice-Presidents, a
Secretary, a Treasurer and, in the discretion of the Board of
Directors, such other officers as shall from time to time be
chosen and appointed by the Board of Directors.  Any two (2) or 

           
                              -5-
<PAGE>




more offices may be held by one (1) person.  Every officer of the
Corporation shall hold his position at the will of the Board of
Directors.

          Section 2.  Chairman of the Board.  The Chairman of the
Board shall preside at meetings of the Board of Directors and
meetings of the shareholders, and he shall perform such other
duties as shall be from time to time specified by the Board of
Directors.

          Section 3.  Chief Executive Officer.  The Chief
Executive Officer shall have general charge and control over the
affairs of the Corporation, subject to the Board of Directors. 
The Chief Executive Officer shall sign certificates for shares of
the capital stock of the Corporation and may, together with the
Secretary, execute on behalf of the Corporation any contract
which has been authorized by the Board of Directors.  In the
absence of the Chairman of the Board, the Chief Executive Officer
shall preside at meetings of the shareholders.

          Section 4.  President.  The President shall be the
Chief Executive Officer of the Corporation and shall report to
the Board of Directors.  The President shall, in the absence or
disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board.

          Section 5.  Vice President.  The Vice President, or, if
there shall be more than one, the Vice Presidents, in the order
determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and
have such other powers as the Board of Directors may from time to
time prescribe.

          Section 6.  Secretary.  The Secretary shall keep a
record of the minutes of the proceedings of meetings of
shareholders and directors and shall give notice as required by
statute or these By-laws of all such meetings.  The Secretary
shall have custody of the seal of the Corporation and of all the
books, records and papers of the Corporation, except such as
shall be in the charge of the Treasurer or of some other person
authorized to have custody and be in possession thereof by
resolution of the Board of Directors.  The Secretary shall sign
certificates for shares of the capital stock of the Corporation. 
The Secretary may, together with the Chief Executive Officer,
execute on behalf of the Corporation any contract which has been
authorized by the Board of Directors.

          Section 7.  Treasurer.  The Treasurer shall keep
accounts of all moneys of the Corporation received and disbursed,
and shall deposit all moneys and valuables of this Corporation in


                              -6-
<PAGE>




its name and to its credit in such banks and depositories as the
Board of Directors shall designate.

          Section 8.  Other Officers.  The duties and powers of
other officers who may from time to time be chosen by the Board
of Directors shall be as specified by the Board of Directors at
the time of the appointment of such other officers.

          Section 9.  Compensation.  The salaries of all officers
listed in Sections 2 through 8 of this Article shall be fixed by
the Board of Directors.

          Section 10.  Additional Duties of Officers.  The Board
of Directors may from time to time by resolution increase or add
to the duties of the Chairman of the Board, the Chief Executive
Officer, President, one or more Vice-Presidents, Secretary,
Treasurer or any other officer chosen and appointed under the
provisions of Section 8 of this Article IV.

                            ARTICLE V

                              STOCK

          Section 1.  Issuance of Stock.  Shares of capital stock
of any class now or hereafter authorized, securities convertible
into such shares or options or other rights to purchase such
shares or securities may be issued or granted only in accordance
with the authority granted by the Board of Directors.

          Section 2.  Certificate of Stock.  Certificates for
shares of the capital stock of the Corporation shall be in the
form adopted by the Board of Directors, shall be signed by the
Chief Executive Officer or the President or a Vice President and
the Secretary or an Assistant Secretary, and shall be sealed with
the seal of the Corporation.  Where any such certificate is
signed by a registrar other than the Corporation or its employee,
the signatures thereon of any officer of the Corporation and,
where authorized by the Board of Directors, any transfer agent,
may be facsimiles.  All such certificates shall be numbered
consecutively; and the name of the person owning the shares and
the date of issue shall be entered on the books of the
Corporation.  In case any officer, transfer agent or registrar
who has executed, by facsimile or otherwise, any share
certificate shall have ceased to be such officer, transfer agent
or registrar by reason 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, transfer agent or
registrar had not ceased to be such at the date of its issue.

          Section 3.  Transfer of Stock.  Shares of capital stock
of the Corporation shall be transferred only on the books of the
Corporation by the holder thereof in person or by his duly

                              -7-
<PAGE>





authorized attorney.  All stock certificates transferred by
endorsement thereon shall be surrendered for cancellation and new
certificates issued to the transferee.

          Section 4.  Lost, Stolen, Destroyed or Mutilated
Certificates.  New certificates of stock may be issued to replace
certificates of stock lost, stolen, destroyed or mutilated, upon
such terms and conditions, including proof of loss or
destruction, and the giving of a satisfactory bond of indemnity,
as the Board of Directors from time to time may determine. 

          Section 5.  Regulations.  The Board of Directors shall
have power and authority to make all such rules and regulations
not inconsistent with the By-laws as it may deem expedient
concerning the issue, transfer and registration of certificates
of stock of the Corporation.  The Board of Directors may appoint
one or more transfer agents or assistant transfer agents and one
or more registrars of transfers, and may require all stock
certificates to bear the signature of a transfer agent or
assistant transfer agent and a registrar of transfers.  The Board
of Directors may at any time terminate the appointment of any
transfer agent or any assistant transfer agent or any registrar
of transfers.

          Section 6.  Holders of Record.  The Corporation shall
be entitled to treat the holder of record of any stock of the
Corporation as the holder and owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or
other claim to, or right, title or interest in, such stock on the
part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of
Pennsylvania.

          Section 7.  Record Date.  The Board of Directors may
fix a time prior to the date of any meeting of shareholders a
record date for the determination of the shareholders entitled to
notice of, or to vote at, the meeting, which time, except in the
case of an adjourned meeting, shall be not more than 90 days
prior to the date of the meeting of shareholders.  Only
shareholders of record on the date fixed shall be so entitled
notwithstanding any transfer of shares on the books of the
Company after any record date fixed as provided herein.  The
Board of Directors may similarly fix a record date for the
determination of shareholders of record for any other purpose. 
When a determination of shareholders of record has been made as
provided herein for purposes of a meeting, the determination
shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting.



                                -8-
<PAGE>



                           ARTICLE VI

                     LIABILITY OF DIRECTORS

          Section 1.  Directors' Personal Liability.  A director
of the Corporation shall not be personally liable for monetary
damages for any action taken, or any failure to take any action,
provided however, that this provision shall not eliminate or
limit the liability of a director to the extent that such
elimination or limitation of liability is expressly prohibited by
the act of November 28, 1986 (P.L._____ No. 145) known as the
Directors' Liability Act as in effect at the time of the alleged
action or failure to take action by such director.

          Section 2.  Preservation of Rights.  Any repeal or
modification of this Article by the shareholders of the
Corporation shall not adversely affect any right or protection
existing at the time of such repeal or modification to which any
director or former director may be entitled under this Article. 
The rights conferred by this Article shall continue as to any
person who has ceased to be a director of the Corporation and
shall inure to the benefit of the heirs, executors and
administrators of such person.

                           ARTICLE VIA

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 1.  Mandatory Indemnification of Directors and
Officers.  The Corporation shall indemnify, to the fullest extent
now or hereafter permitted by law (including but not limited to
the indemnification provided by Section 8365 of the act of
November 28, 1986 (P.L.______No. 145) known as the Directors'
Liability Act), each director or officer (including each former
director or officer) of the Corporation who was or is made a
party to or a witness in or is threatened to be made a party to
or a witness in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was an
authorized representative of the Corporation, against all
expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties) and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding.

          Section 2.  Mandatory Advancement of Expenses to
Directors and Officers.  The Corporation shall pay expenses
(including attorneys' fees and disbursements) incurred by a
director or officer of the Corporation referred to in Section 1
hereof in defending or appearing as a witness in any civil or
criminal action, suit or proceeding described in Section 1 hereof
in advance of the final disposition of such action, suit or

                              -9-
<PAGE>





proceeding.  The expenses incurred by such director or officer
shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding only upon receipt
of an undertaking by or on behalf of such director or officer to
repay all amounts advanced if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as
provided in Section 4 hereof.

          Section 3.  Permissive Indemnification and Advancement
of Expenses.  The Corporation may, as determined by the Board of
Directors from time to time, indemnify to the fullest extent now
or hereafter permitted by law, any person who was or is a party
to or a witness in or is threatened to be made party to or a
witness in, or is otherwise involved in, any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is
or was an authorized representative of the Corporation, both as
to action in his official capacity and as to action in another
capacity while holding such office or position, against all
expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding.  The
Corporation may, as determined by the Board of Directors from
time to time, pay expenses incurred by any such person by reason
of his participation in an action, suit or proceeding referred to
in this Section 3 in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as provided in Section 4 hereof.

          Section 4.  Scope of Indemnification.  Indemnification
under this Article shall not be made by the Corporation in any
case where a court determines that the alleged act or failure to
act giving rise to the claim for indemnification is expressly
prohibited by the act of November 28, 1986 (P.L._____ No. 145)
known as the Directors' Liability Act or any successor statute as
in effect at the time of such alleged action or failure to take
action.

          Section 5.  Insurance.  The Corporation shall purchase
and maintain insurance on behalf of each director and officer
against any liability asserted against or incurred by such
director or officer in any capacity, or arising out of such
director's or officer's status as such, whether or not the
Corporation would have the power to indemnify such director or
officer against such liability under the provisions of this
Article.  The Corporation shall not be required to maintain such
insurance if it is not available on terms satisfactory to the
Board of Directors, or if, in the business judgment of the Board
of Directors, either (i) the premium cost for such insurance is

                               -10-
<PAGE>





substantially disproportionate to the amount of coverage, or 
(ii) the coverage provided by such insurance is so limited by
exclusions that there is insufficient benefit from such
insurance.  The Corporation may purchase and maintain insurance
on behalf of any person referred to in Section 3 hereof against
any liability asserted against or incurred by such person in any
capacity, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions
of this Article.

          Section 6.  Funding to Meet Indemnification
Obligations.  The Board of Directors, without approval of the
shareholders, shall have the power to borrow money on behalf of
the Corporation, including the power to pledge the assets of the
Corporation, from time to time discharge the Corporation's
obligations with respect to indemnification, the advancement and
reimbursement of expenses, and the purchase and maintenance of
insurance referred to in this Article.  The Corporation may, in
lieu of or in addition to the purchase and maintenance of
insurance referred to in Section 5 hereof, establish and maintain
a fund of any nature or otherwise secure or insure in any manner
its indemnification obligations, whether arising under or
pursuant to this Article or otherwise.

          Section 7.  Miscellaneous.  Each director and officer
of the Corporation shall be deemed to act in such capacity in
reliance upon such rights of indemnification and advancement of
expenses as are provided in this Article.  The rights of
indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to
which any person seeking indemnification or advancement of
expenses may be entitled under any agreement, vote of
shareholders or disinterested directors, statute or otherwise,
both as to action in such person's 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
person.  Indemnification and advancement of expenses under this
Article shall be provided whether or not the indemnified
liability arises or arose from any threatened, pending or
completed action by or in the right of the Corporation.  Any
repeal or modification of this Article by the shareholders or the
Board of Directors of the Corporation shall not adversely affect
any right or protection existing at the time of such repeal or
modification to which any person may be entitled under this
Article.

          Section 8.  Definition of Corporation.  For purposes of
this Article, references to "the Corporation" shall include, in
addition to the resulting Corporation, any constituent
Corporation (including any constituent of a constituent) absorbed

                             -11-
<PAGE>





in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
authorized representatives so that any person who is or was an
authorized representative of such constituent Corporation shall
stand in the same position under this Article with respect to the
resulting or surviving Corporation as he would have with respect
to such constituent Corporation if its separate existence had
continued.

          Section 9.  Definition of Authorized Representative. 
For the purposes of this Article, the term "authorized
representative" shall mean a director, officer, employee or agent
of the Corporation or of any subsidiary of the Corporation, or a
trustee, custodian, administrator, committeeman or fiduciary of
any employee benefit plan established and maintained by the
Corporation or by any subsidiary of the Corporation, or a person
serving another corporation, partnership, joint venture, trust or
other enterprise in any of the foregoing capacities at the
request of the Corporation.

                           ARTICLE VII

                       GENERAL PROVISIONS

          Section 1.  Corporate Seal.  The Corporate seal of the
Corporation shall be a circular seal with the name of the
Corporation and state of incorporation around the border or a
seal in such form as the Board of Directors shall from time to
time determine.

          Section 2.  Fiscal Year.  The fiscal year of the
Corporation shall be as designated by the Board of Directors.

          Section 3.  Authorization.  All checks, notes,
vouchers, warrants, drafts, acceptances and other orders for the
payment of moneys of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

          Section 4.  Inapplicability of Subchapter 25E. 
Subchapter E of Chapter 25 of the Pennsylvania Business
Corporation Law of 1988, as amended (former Section 910 of the
Pennsylvania Business Corporation Law of 1933, as amended), shall
not be applicable to the Corporation.

          Section 5.  Inapplicability of Subchapter 25F. 
Subchapter F of Chapter 25 of the Pennsylvania Business
Corporation Law of 1988, as amended (former Section 911 of the
Pennsylvania Business Corporation Law of 1933, as amended), shall
not be applicable to the Corporation.


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          Section 6.  Inapplicability of Subchapter 25G. 
Subchapter G of Chapter 25 of the Pennsylvania Business
Corporation Law of 1988, as amended, shall not be applicable to
the Corporation.

          Section 7.  Inapplicability of Subchapter 25H. 
Subchapter H of Chapter 25 of the Pennsylvania Business
Corporation Law of 1988, as amended, shall not be applicable to
the Corporation.

                          ARTICLE VIII

                           AMENDMENTS

          These By-laws may be amended by the affirmative vote of
the holders of a majority of the shares of common stock of the
Corporation or by the affirmative vote of a majority of the Board
of Directors at any regular or special meeting of the directors,
provided that notice of the proposed amendment shall have been
included in the notice of the meeting of the shareholders or
directors, as the case may be.





























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