SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934

                Date of Report - March 30, 2001

             UNION NATIONAL FINANCIAL CORPORATION
     (Exact name of registrant as specified in its charter)

         Pennsylvania       0-19214       23-2415179
        ______________     _________     ____________
       (State or other    (Commission    (IRS Employer
         jurisdiction     File Number)   Identification
       of incorporation)                     Number)

  101 East Main Street, P.O. Box 567
        Mount Joy, Pennsylvania                 17552
____________________________________          _________
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number including area code: (717)653-1441
                                                  _______________

                               N/A
     _______________________________________________________
(Former name or former address, if changed since last report)

<PAGE>
<PAGE>
Item 1.   Changes in Control of Registrant.
          _________________________________

          Not Applicable.

Item 2.   Acquisition or Disposition of Assets.
          _____________________________________

          Not Applicable.

Item 3.   Bankruptcy or Receivership.
          ___________________________

          Not Applicable.

Item 4.   Changes in Registrant's Certifying Accountant.
          ______________________________________________

          Not Applicable.

Item 5.   Other Events.
          _____________

     The Registrant hereby files its Amended and Restated By-
laws.  On March 22, 2001, the Board of Directors voted to amend
Article 6 of the By-laws to provide that the Board of Directors
may fix a record date not more than 90 days prior to the date of
a meeting of shareholders for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting.  Prior to the amendment, the Board could set a record
date no more than 45 days prior to the meeting date.  The record
date also applies to the determination of various other rights.
Please read Article 6 in its entirety by referring to Exhibit
3(ii), Registrant's Amended and Restated By-laws.

Item 6.   Resignations of Registrant's Directors.
          _______________________________________

          Not Applicable.

Item 7.   Financial Statements and Exhibits.
          __________________________________

          (a)   Not Applicable.

          (b)   Not Applicable.

          (c)   Exhibits:

               3(ii)   Amended and Restated By-laws of
Registrant.

Item 8.   Change in Fiscal Year.
          ______________________

          Not Applicable.

<PAGE>

Item 9.   Regulation FD Disclosure.
          _________________________

          Not Applicable.

                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                         UNION NATIONAL FINANCIAL CORPORATION
                         (Registrant)


Dated: March 30, 2001    /s/ Mark D. Gainer
                         ______________________________
                         Mark D. Gainer,
                         President and Chief Executive Officer

<PAGE>

EXHIBIT INDEX

Exhibit                                                   Page
________                                                  _____

3(ii)      Amended and Restated By-laws of Registrant.      5

<PAGE>

                        EXHIBIT 3(ii)

                  AMENDED AND RESTATED BY-LAWS
                              OF
              UNION NATIONAL FINANCIAL CORPORATION

<PAGE>

                   AMENDED AND RESTATED BY-LAWS
                               OF
               UNION NATIONAL FINANCIAL CORPORATION


                            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' MEETING

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
they shall elect a 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, the
Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least thirty-five percent (35%) of the votes
which all shareholders are entitled to cast at the particular
meeting. If such request is addressed to the Secretary, it shall
be signed by the persons making the same and shall state the
purpose or purposes of the proposed meeting. Upon receipt of any
such request, the person or persons making the request may issue
the call.

Section 2.4   Written notice of all meetings other than adjourned
meetings of shareholders, stating the place, date and hour, and,
in case of special meetings of shareholders, the purpose thereof,
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 of the Company.

<PAGE>

                            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
maybe adjourned only for periods not exceeding 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 his
name on the books of the Corporation on the record date fixed for
the meeting. No share shall be voted at any meeting if an
installment is due and unpaid thereon.

Section 4.2   When a quorum is present at any meeting, the voice
vote of any 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 him by proxy. Every proxy shall be executed in
writing by the shareholder or his duly authorized attorney in
fact and filed with the Secretary of the Corporation. A proxy,
unless coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy
to the contrary, but the revocation of a proxy shall not be
effective until notice thereof has been given to the Secretary of
the Corporation. No unrevoked proxy shall be valid after 11
months 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 to receive such allotment of rights
or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares of the books 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 the closing thereof to each shareholder of
record at the address appearing on the records of the Corporation
or supplied by him 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 officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least five
days before each meeting of shareholders, a complete alphabetical
list of the shareholders entitled to vote at the meeting, with
their addresses and the 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 and shall be subject to inspection
by any shareholder during the entire meeting. The original
transfer books for shares of the Corporation, or a duplicate
thereof kept in this Commonwealth, 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 Chairman
of any such meeting may, and on the request of any shareholder or
his proxy shall make such appointment 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. No person who is a candidate
for office shall act as a judge. The judges of election shall do
all such acts as may be proper to conduct the election or vote,
and such other duties as may be prescribed by statute, with
fairness to all shareholders, and if requested by the Chairman of
the meeting or any shareholder or his proxy, shall make a written
report of any matter determined by them and execute a certificate
of any fact found by them. If there are three judges of election,
the decision, act or certificate of a majority shall be the
decision, act or certificate of all.

                            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
be filed with the Secretary of the Corporation.

<PAGE>

                            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 chairman 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 seven nor more
than twenty-five. The Board of Directors shall be classified into
three classes, each class to be elected for a term of three
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.
No person elected or appointed as a director shall serve in that
capacity after reaching the age of seventy (70) years. At the
time a director is elected or appointed to the Board of
Directors, he or she shall own in his or her own right shares of
the common stock of this Corporation that have a fair market
value in the aggregate of not less than Thirty Thousand Dollars
($30,000.00).

<PAGE>

Section 10.3   At the 1987 annual meeting of shareholders of the
Corporation, the shareholders shall elect nine directors as
follows: three Class A directors to serve until the 1988 annual
meeting of shareholders, three Class B directors to serve until
the 1989 annual meeting of shareholders, and three Class C
directors to serve until the 1990 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 years, so that the term of
office of one class of directors shall expire in each year.

Section 10.4   The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting 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 he was appointed.

                            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, if any, the
President and not less than two nor more than three other
directors (which other directors shall not be employees 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.

<PAGE>

                            ARTICLE 13

MEETINGS OF THE BOARD OF DIRECTORS

Section 13.1   An organization meeting may be held immediately
following the annual shareholders meetings 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 13.2   Regular meetings of the Board of Directors shall
be held not less often then 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 13.3   Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on one 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 the three directors.

Section 13.4   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 14

INFORMAL ACTION BY THE BOARD OF DIRECTORS

Section 14.1   If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a Corporation action
as though it had been authorized at a meeting of the Board of
Directors.

<PAGE>

                            ARTICLE 15

COMPENSATION OF DIRECTORS

Section 15.1   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 there for.

                            ARTICLE 16

OFFICERS

Section 16.1   The officers of the Corporation shall be elected
by the Board of Directors at its organization meeting and shall
be a President, a Secretary and a Treasurer. At its option, the
Board of Directors may elect a Chairman of the Board.  The Board
of Directors may also elect one or more Vice Chairman and/or one
or more Vice Presidents 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 offices may be held by the same person.

Section 16.2   The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

Section 16.3   The Board of Directors may remove any officer or
agent elected or appointed, at any time and within the period, if
any, for which such person was elected or employed whenever in
the Board of Directors' judgement it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions thereof. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.

                            ARTICLE 17
THE CHAIRMAN OF THE BOARD

Section 17.1   The Chairman of the Board shall preside at all
meetings of the shareholders and directors. He shall supervise
the carrying out of the policies adopted or approved by the Board
of Directors. He shall have general executive powers, as well as
the specific powers conferred by these By-laws. He shall also
have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of
Directors.

<PAGE>

                            ARTICLE 18

THE PRESIDENT

Section 18.1   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. In the absence or incapacity of the
Chairman and Vice Chairman of the Board, 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 be and exercise all powers conferred by these By-laws or
otherwise on the Chairman of the Board.

                            ARTICLE 19

THE VICE PRESIDENT

Section 19.1   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 20

THE SECRETARY

Section 20.1   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 him by the Board of Directors or the President.

                            ARTICLE 21

THE TREASURER

Section 21.1   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 him

<PAGE>

by the Board of Directors or the President. He shall give bond in
such sum and with such surety as the Board of Directors may from
time to time direct.

                            ARTICLE 22

ASSISTANT OFFICERS

Section 22.1   Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties in the absence of the officer. He
shall perform such additional duties as the Board of Directors,
the President or the officer to whom he is assistant may from
time to time assign him. Such officers may be given such
functional titles as the Board of Directors shall from time to
time determine.

                            ARTICLE 23

INDEMNIFICATION OF OFFICERS AND EMPLOYEES

Section 23.1   The Corporation shall indemnify any officer and/or
employee or any former officer and/or employee, who was or is a
party to, or is threatened to be made a party to, or who is
called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, 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 such action, suit
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
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nob contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner in which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

Section 23.2   The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness in connection with, any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgement in its favor by
reason of the fact that such person is or was a director,
officer, and/or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of, or serving as a witness in, such
action or suit 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 except that no indemnification
shall be made in respect of any

<PAGE>

such claim, issue or matter as to which such person shall have
been adjudged to be liable for misconduct in the performance of
his duty to the Corporation.

Section 23.3   Except as may be otherwise ordered by a court,
there shall be a presumption that any officer and/or employee is
entitled to indemnification as provided in Section 23.1 and 23.2
of this Article unless either a majority of the directors who are
not involved in such proceedings ("disinterested directors") or,
if there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event, the disinterested director (s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under Section 23.1 and 23.2 of this Article.

Section 23.4   Expenses incurred by an officer and/or employee in
defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized in the manner
provided under Section 23.3 of this Article upon receipt of an
undertaking by or on behalf of the officer and/or employee to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation.

Section 23.5   The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any agreement, vote
of shareholders or disinterested directors, or otherwise, both as
to action in his official capacity while serving as an officer
and/or employee and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be an officer and/or employee and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

Section 23.6   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 arising under this article.

Section 23.7   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was an
officer and/or employee of the Corporation, or is or was serving
at the request of the Corporation as an officer and/or employee
of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.

Section 23.8   Indemnification under this Article 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.

<PAGE>

                            ARTICLE 24

INDEMNIFICATION OF DIRECTORS

Section 24.1   A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he 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 his duties,
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 person.

          (c)   A committee of the board upon which he 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 he has knowledge concerning the matter in question that
would cause his reliance to be unwarranted.

Section 24.2   In discharging the duties of their respective
positions, the board of directors, committees of the board, 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 24.1.

Section 24.3   Absent a breach or 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 24.4   A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:

         (a)   the director has breached or failed to perform the
duties of his office under the provisions of Section 24.1 and
24.2, and

          (b)   the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.

<PAGE>

Section 24.5   The provisions of Section 24.4 shall not apply to:

          (a)   the responsibility or liability of a director
pursuant to a criminal statute, or

          (b)   the liability of a director for the payment of
taxes pursuant to local, state or federal law.

Section 24.6   The Corporation shall indemnify any director, or
any former director who was or is a party to, or is threatened to
be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonable believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonably cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nob contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

Section 24.7   The Corporation shall indemnify any director who
was or is a party to, or is threatened to be made a party to, or
who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit 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 except that no indemnification shall be made in respect of
any such claim, issue or matter as to which such person shall
have been adjudged to be liable for misconduct in the performance
of his duty to the Corporation.

Section 24.8   Except as may be otherwise ordered by a court,
there shall be a presumption that any director is entitled to
indemnification as provided in Section 24.6 and 24.7 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent

<PAGE>

counsel, who may be the outside general counsel of the
Corporation, a written opinion to whether or not the parties
involved are entitled to indemnification under Sections 24.6 and
24.7 of this Article.

Section 24.9   Expenses incurred by a director in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under
Section 24.8 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article.

Section 24.10   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section 24.11   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 arising under this Article.

Section 24.12   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trusts or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

Section 24.13   Indemnification under this Article 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.

                            ARTICLE 25

SHARE CERTIFICATES

Section 25.1   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 of such
certificate may be facsimile engraved or printed. In case any
officer who has signed, or whose facsimile signature has been
placed upon,

<PAGE>

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.

                            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 canceled and the
transfer recorded upon the share register 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 his 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 for 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.
                            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, as long as any dividend
shall not be in violation of law of the Articles of
Incorporation.

<PAGE>

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 President and the Board of Directors shall
present at 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   All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies,
and other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.

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

<PAGE>

                            ARTICLE 33

NOTICES AND WAIVERS THEREOF

Section 33.1   Whenever, under the provisions of applicable law
or of the Articles of Incorporation or of these By-laws, written
notice is required to be given to any person, it may be given to
such person either personally or by sending a copy thereof
through the mail or by telegram, charges prepaid, to his address
appearing on the books of the Corporation or supplied by him to
the telegraph, 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 for transmission to such person. Such
notice shall specify the place, day, and hour of the meeting and,
in the case of a special meeting of shareholders, the general
nature of the business to be transacted.

Section 33.2   Any written notice required to be given to any
person may be waived in writing signed by the person entitled to
such notice whether before or after the time stated therein.
Attendance of any person entitled to notice whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Where
written notice is required of any meeting, the waiver thereof
must specify the purpose only if it is for a special meeting of
shareholders.

                            ARTICLE 34

AMENDMENTS

Section 34.1   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.
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SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934

                Date of Report - March 30, 2001

             UNION NATIONAL FINANCIAL CORPORATION
     (Exact name of registrant as specified in its charter)

         Pennsylvania       0-19214       23-2415179
        ______________     _________     ____________
       (State or other    (Commission    (IRS Employer
         jurisdiction     File Number)   Identification
       of incorporation)                     Number)

  101 East Main Street, P.O. Box 567
        Mount Joy, Pennsylvania                 17552
____________________________________          _________
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number including area code: (717)653-1441
                                                  _______________

                               N/A
     _______________________________________________________
(Former name or former address, if changed since last report)
Item 1.   Changes in Control of Registrant.
          _________________________________

          Not Applicable.

Item 2.   Acquisition or Disposition of Assets.
          _____________________________________

          Not Applicable.

Item 3.   Bankruptcy or Receivership.
          ___________________________

          Not Applicable.

Item 4.   Changes in Registrant's Certifying Accountant.
          ______________________________________________

          Not Applicable.

Item 5.   Other Events.
          _____________

     The Registrant hereby files its Amended and Restated By-
laws.  On March 22, 2001, the Board of Directors voted to amend
Article 6 of the By-laws to provide that the Board of Directors
may fix a record date not more than 90 days prior to the date of
a meeting of shareholders for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting.  Prior to the amendment, the Board could set a record
date no more than 45 days prior to the meeting date.  The record
date also applies to the determination of various other rights.
Please read Article 6 in its entirety by referring to Exhibit
3(ii), Registrant's Amended and Restated By-laws.

Item 6.   Resignations of Registrant's Directors.
          _______________________________________

          Not Applicable.

Item 7.   Financial Statements and Exhibits.
          __________________________________

          (a)   Not Applicable.

          (b)   Not Applicable.

          (c)   Exhibits:

               3(ii)   Amended and Restated By-laws of
Registrant.

Item 8.   Change in Fiscal Year.
          ______________________

          Not Applicable.
Item 9.   Regulation FD Disclosure.
          _________________________

          Not Applicable.

                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                         UNION NATIONAL FINANCIAL CORPORATION
                         (Registrant)

Dated: March 30, 2001    /s/ Mark D. Gainer
                         ______________________________
                         Mark D. Gainer,
                         President and Chief Executive Officer
EXHIBIT INDEX

Exhibit                                                   Page
________                                                  _____

3(ii)      Amended and Restated By-laws of Registrant.      5
EXHIBIT 3(ii)

                  AMENDED AND RESTATED BY-LAWS
                              OF
              UNION NATIONAL FINANCIAL CORPORATION
AMENDED AND RESTATED BY-LAWS
                               OF
               UNION NATIONAL FINANCIAL CORPORATION

                            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' MEETING

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
they shall elect a 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, the
Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least thirty-five percent (35%) of the votes
which all shareholders are entitled to cast at the particular
meeting. If such request is addressed to the Secretary, it shall
be signed by the persons making the same and shall state the
purpose or purposes of the proposed meeting. Upon receipt of any
such request, the person or persons making the request may issue
the call.

Section 2.4   Written notice of all meetings other than adjourned
meetings of shareholders, stating the place, date and hour, and,
in case of special meetings of shareholders, the purpose thereof,
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 of the Company.
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
maybe adjourned only for periods not exceeding 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 his
name on the books of the Corporation on the record date fixed for
the meeting. No share shall be voted at any meeting if an
installment is due and unpaid thereon.

Section 4.2   When a quorum is present at any meeting, the voice
vote of any 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.
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 him by proxy. Every proxy shall be executed in
writing by the shareholder or his duly authorized attorney in
fact and filed with the Secretary of the Corporation. A proxy,
unless coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy
to the contrary, but the revocation of a proxy shall not be
effective until notice thereof has been given to the Secretary of
the Corporation. No unrevoked proxy shall be valid after 11
months 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 to receive such allotment of rights
or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares of the books 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 the closing thereof to each shareholder of
record at the address appearing on the records of the Corporation
or supplied by him 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.
ARTICLE 7

VOTING LISTS

Section 7.1   The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least five
days before each meeting of shareholders, a complete alphabetical
list of the shareholders entitled to vote at the meeting, with
their addresses and the 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 and shall be subject to inspection
by any shareholder during the entire meeting. The original
transfer books for shares of the Corporation, or a duplicate
thereof kept in this Commonwealth, 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 Chairman
of any such meeting may, and on the request of any shareholder or
his proxy shall make such appointment 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. No person who is a candidate
for office shall act as a judge. The judges of election shall do
all such acts as may be proper to conduct the election or vote,
and such other duties as may be prescribed by statute, with
fairness to all shareholders, and if requested by the Chairman of
the meeting or any shareholder or his proxy, shall make a written
report of any matter determined by them and execute a certificate
of any fact found by them. If there are three judges of election,
the decision, act or certificate of a majority shall be the
decision, act or certificate of all.

                            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
be filed 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 chairman 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 seven nor more
than twenty-five. The Board of Directors shall be classified into
three classes, each class to be elected for a term of three
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.
No person elected or appointed as a director shall serve in that
capacity after reaching the age of seventy (70) years. At the
time a director is elected or appointed to the Board of
Directors, he or she shall own in his or her own right shares of
the common stock of this Corporation that have a fair market
value in the aggregate of not less than Thirty Thousand Dollars
($30,000.00).
Section 10.3   At the 1987 annual meeting of shareholders of the
Corporation, the shareholders shall elect nine directors as
follows: three Class A directors to serve until the 1988 annual
meeting of shareholders, three Class B directors to serve until
the 1989 annual meeting of shareholders, and three Class C
directors to serve until the 1990 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 years, so that the term of
office of one class of directors shall expire in each year.

Section 10.4   The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting 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 he was appointed.

                            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, if any, the
President and not less than two nor more than three other
directors (which other directors shall not be employees 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.
ARTICLE 13

MEETINGS OF THE BOARD OF DIRECTORS

Section 13.1   An organization meeting may be held immediately
following the annual shareholders meetings 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 13.2   Regular meetings of the Board of Directors shall
be held not less often then 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 13.3   Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on one 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 the three directors.

Section 13.4   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 14

INFORMAL ACTION BY THE BOARD OF DIRECTORS

Section 14.1   If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a Corporation action
as though it had been authorized at a meeting of the Board of
Directors.
ARTICLE 15

COMPENSATION OF DIRECTORS

Section 15.1   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 there for.

                            ARTICLE 16

OFFICERS

Section 16.1   The officers of the Corporation shall be elected
by the Board of Directors at its organization meeting and shall
be a President, a Secretary and a Treasurer. At its option, the
Board of Directors may elect a Chairman of the Board.  The Board
of Directors may also elect one or more Vice Chairman and/or one
or more Vice Presidents 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 offices may be held by the same person.

Section 16.2   The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

Section 16.3   The Board of Directors may remove any officer or
agent elected or appointed, at any time and within the period, if
any, for which such person was elected or employed whenever in
the Board of Directors' judgement it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions thereof. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.

                            ARTICLE 17
THE CHAIRMAN OF THE BOARD

Section 17.1   The Chairman of the Board shall preside at all
meetings of the shareholders and directors. He shall supervise
the carrying out of the policies adopted or approved by the Board
of Directors. He shall have general executive powers, as well as
the specific powers conferred by these By-laws. He shall also
have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of
Directors.
ARTICLE 18

THE PRESIDENT

Section 18.1   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. In the absence or incapacity of the
Chairman and Vice Chairman of the Board, 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 be and exercise all powers conferred by these By-laws or
otherwise on the Chairman of the Board.

                            ARTICLE 19

THE VICE PRESIDENT

Section 19.1   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 20

THE SECRETARY

Section 20.1   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 him by the Board of Directors or the President.

                            ARTICLE 21

THE TREASURER

Section 21.1   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 him
by the Board of Directors or the President. He shall give bond in
such sum and with such surety as the Board of Directors may from
time to time direct.

                            ARTICLE 22

ASSISTANT OFFICERS

Section 22.1   Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties in the absence of the officer. He
shall perform such additional duties as the Board of Directors,
the President or the officer to whom he is assistant may from
time to time assign him. Such officers may be given such
functional titles as the Board of Directors shall from time to
time determine.

                            ARTICLE 23

INDEMNIFICATION OF OFFICERS AND EMPLOYEES

Section 23.1   The Corporation shall indemnify any officer and/or
employee or any former officer and/or employee, who was or is a
party to, or is threatened to be made a party to, or who is
called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, 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 such action, suit
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
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nob contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner in which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

Section 23.2   The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness in connection with, any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgement in its favor by
reason of the fact that such person is or was a director,
officer, and/or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of, or serving as a witness in, such
action or suit 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 except that no indemnification
shall be made in respect of any
such claim, issue or matter as to which such person shall have
been adjudged to be liable for misconduct in the performance of
his duty to the Corporation.

Section 23.3   Except as may be otherwise ordered by a court,
there shall be a presumption that any officer and/or employee is
entitled to indemnification as provided in Section 23.1 and 23.2
of this Article unless either a majority of the directors who are
not involved in such proceedings ("disinterested directors") or,
if there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event, the disinterested director (s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under Section 23.1 and 23.2 of this Article.

Section 23.4   Expenses incurred by an officer and/or employee in
defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized in the manner
provided under Section 23.3 of this Article upon receipt of an
undertaking by or on behalf of the officer and/or employee to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation.

Section 23.5   The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any agreement, vote
of shareholders or disinterested directors, or otherwise, both as
to action in his official capacity while serving as an officer
and/or employee and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be an officer and/or employee and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

Section 23.6   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 arising under this article.

Section 23.7   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was an
officer and/or employee of the Corporation, or is or was serving
at the request of the Corporation as an officer and/or employee
of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.

Section 23.8   Indemnification under this Article 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.
ARTICLE 24

INDEMNIFICATION OF DIRECTORS

Section 24.1   A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he 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 his duties,
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 person.

          (c)   A committee of the board upon which he 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 he has knowledge concerning the matter in question that
would cause his reliance to be unwarranted.

Section 24.2   In discharging the duties of their respective
positions, the board of directors, committees of the board, 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 24.1.

Section 24.3   Absent a breach or 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 24.4   A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:

         (a)   the director has breached or failed to perform the
duties of his office under the provisions of Section 24.1 and
24.2, and

          (b)   the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
Section 24.5   The provisions of Section 24.4 shall not apply to:

          (a)   the responsibility or liability of a director
pursuant to a criminal statute, or

          (b)   the liability of a director for the payment of
taxes pursuant to local, state or federal law.

Section 24.6   The Corporation shall indemnify any director, or
any former director who was or is a party to, or is threatened to
be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he
reasonable believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonably cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nob contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

Section 24.7   The Corporation shall indemnify any director who
was or is a party to, or is threatened to be made a party to, or
who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit 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 except that no indemnification shall be made in respect of
any such claim, issue or matter as to which such person shall
have been adjudged to be liable for misconduct in the performance
of his duty to the Corporation.

Section 24.8   Except as may be otherwise ordered by a court,
there shall be a presumption that any director is entitled to
indemnification as provided in Section 24.6 and 24.7 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent
counsel, who may be the outside general counsel of the
Corporation, a written opinion to whether or not the parties
involved are entitled to indemnification under Sections 24.6 and
24.7 of this Article.

Section 24.9   Expenses incurred by a director in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under
Section 24.8 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article.

Section 24.10   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section 24.11   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 arising under this Article.

Section 24.12   The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trusts or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

Section 24.13   Indemnification under this Article 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.

                            ARTICLE 25

SHARE CERTIFICATES

Section 25.1   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 of such
certificate may be 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.

                            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 canceled and the
transfer recorded upon the share register 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 his 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 for 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.
                            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, as long as any dividend
shall not be in violation of law of 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 President and the Board of Directors shall
present at 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   All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies,
and other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.

                            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 be inscribed thereon the
name of the Corporation, the year of its organization and the
words "Corporate Seal, Pennsylvania". Said 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, under the provisions of applicable law
or of the Articles of Incorporation or of these By-laws, written
notice is required to be given to any person, it may be given to
such person either personally or by sending a copy thereof
through the mail or by telegram, charges prepaid, to his address
appearing on the books of the Corporation or supplied by him to
the telegraph, 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 for transmission to such person. Such
notice shall specify the place, day, and hour of the meeting and,
in the case of a special meeting of shareholders, the general
nature of the business to be transacted.

Section 33.2   Any written notice required to be given to any
person may be waived in writing signed by the person entitled to
such notice whether before or after the time stated therein.
Attendance of any person entitled to notice whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Where
written notice is required of any meeting, the waiver thereof
must specify the purpose only if it is for a special meeting of
shareholders.

                            ARTICLE 34

AMENDMENTS

Section 34.1   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.