8-K

                       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 (Date of earliest event reported): January 15, 2001


                                HUNT CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Pennsylvania                     1-8044                  21-0481254
     ------------                     ------                  ----------
    (State or other                 (Commission              (IRS Employer
Jurisdiction of Incorporation)      File Number)          Identification No.)



   One Commerce Square
   2005 Market Street
   Philadelphia, PA                                          19103-7085
- ----------------------------------------                 ---------------------
(Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code:  (215) 656-0300



     -----------------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 5.  Other Events

         The Board of Directors of Hunt Corporation (the "Company") recently has
taken the following actions:

         1. amended the Company's By-laws in various respects, including,
without limitation, by: (i) adding a new Section 1.05 requiring that specified
advance notice be given to the Company in order for a shareholder of the Company
to nominate a person or persons for election as a director of the Company and/or
to make other proposals for action at any annual or special meeting of
shareholders, and (ii) amending Section 2.01 to reduce the number of directors
of the Company from eleven to ten, effective on the date of the Company's 2001
Annual Meeting of Shareholders (which is scheduled to be held on April 18, 2001,
and for which a record date of February 16, 2001, has been established.)

         2. amended the Company's Articles of Incorporation to delete the 50,000
shares of Series A Junior Participating Preferred Stock (the "Series A Preferred
Stock") as a series of Preferred Shares which the Company is authorized to issue
(such Series A Preferred Stock having originally been authorized for possible
issuance under the Company's 1990 Rights Plan which expired by its terms on
December 31, 2000); and

         3. restated in their entirety without further substantive change the
Company's Articles of Incorporation, as previously amended (including the
amendment referred to in (2) above.)

         Copies of the Company's Amended By-laws and Restated Articles of
Incorporation are filed as exhibits to this report and reference is made to
those exhibits.


Item 7.  Financial Statements and Exhibits

         (b) Exhibits. The following exhibits are filed herewith:

                  3(a) Restated Articles of Incorporation of the Company

                  3(b) Amended By-laws of the Company


                                     - 2 -



                                   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.


                                       HUNT CORPORATION

Date:  January 30, 2001                By:  /s/ William E. Chandler
                                            ------------------------------------
                                            William E. Chandler
                                            Senior Vice President, Finance



                                     - 3 -










                                    EXHIBITS







                                     - 4 -

EX-3.(A)

                                                                    Exhibit 3(a)

                       RESTATED ARTICLES OF INCORPORATION
                                       of
                                HUNT CORPORATION


         1st. The name of the corporation is Hunt Corporation.

         2nd. The location and post office address of its registered office in
the Commonwealth of Pennsylvania is One Commerce Square, 2005 Market Street,
Philadelphia, Pennsylvania 19103-7085.

         3rd. The corporation shall have unlimited power to engage in or to do
any lawful act concerning any or all lawful business for which corporations may
be incorporated under the Act of May 5, 1933, P.L. 364, as amended.

         The corporation is organized under the Act of May 5, 1933, P.L. 364, as
amended.

         4th. The term of which it is to exist is perpetual.

         5th. The aggregate number of shares which the corporation shall have
authority to issue is: 41,000,000 shares, divided into 1,000,000 Preferred
Shares of the par value of $.10 per share, and 40,000,000 Common Shares of the
par value of $.10 per share.

         A description of the shares of each class and a statement of the
preferences, qualifications, limitations, restrictions, and the special or
relative rights granted to or imposed upon the shares of each class, except such
thereof as the Board of Directors is authorized to fix, as hereinafter provided,
is as follows:

                              I. PREFERRED SHARES

         The Preferred Shares may be divided into and issued in series, each
series to be so designated as to distinguish the shares thereof from the shares
of all other series and classes. The Board of Directors of the corporation shall
have authority, by resolution, to divide any or all of the Preferred Shares into
one or more series and, with respect to each series to establish and, prior to
the issue thereof, to fix and determine a distinguishing designation therefor
and to fix and determine:

         (a) the rate at which dividends on the shares shall be declared and
paid or set aside for payment; whether dividends at the rate so determined shall
be cumulative and if so from what date or dates and on what terms; and whether
the shares shall be entitled to any participating or other dividends in addition
to dividends at the rate so determined, and if so on what terms;

                                     - 5 -


         (b) whether or not the shares shall have voting rights, in addition to
the voting rights provided by law, and if so, the terms and conditions thereof;

         (c) whether the shares shall have conversion privileges and, if so, the
terms and conditions of such conversion, including provisions for any adjustment
of the conversion rate;

         (d) whether or not the shares shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption dates;

         (e) whether any shares shall be redeemed through sinking fund payments,
and, if so, on what terms;

         (f) the rights of the shares of each series in the event of voluntary
or involuntary liquidation, dissolution, winding up or distribution of the
assets of the corporation; and

         (g) any other relative rights, preferences and limitations of each
series.


                                II. COMMON SHARES

         Except as expressly provided by law or by resolution of the Board of
Directors pursuant to the authority granted under Article 5 I hereof, all voting
rights shall be vested in the holders of the Common Shares.

         6th. The number of directors which shall constitute the whole board of
directors of the corporation shall be the number from time to time fixed by the
by-laws of the corporation, and such number of directors so fixed in such
by-laws may be changed only upon the affirmative vote of (i) the holders of at
least 70% of all the securities of the corporation then entitled to vote on such
change, or (ii) two-thirds of the directors in office at the time of the vote.

         At the time of the corporation's annual meeting of stockholders in
1982, the Board of Directors shall be divided into three classes: Class I, Class
II and Class III. Such classes shall consist of, as nearly as possible, equal
numbers of directors. The term of office of the initial Class I directors shall
expire at the regular annual meeting of stockholders in 1983; the term of office
of the initial Class II directors shall expire at the regular annual meeting of
stockholders in 1984, and the term of office of the initial Class III directors
shall expire at the regular annual meeting of stockholders in 1985, or in each
case when their respective successors are thereafter elected and qualified. At
each annual election held after 1982, the directors chosen to succeed those
whose terms are expiring shall be identified as being of the same class of
directors as those whom they succeed and shall be elected for a term expiring at
the third succeeding regular annual meeting of stockholders after their election
or in each case when their respective successors are thereafter elected and
qualified.

                                     - 6 -



         In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term and (ii) the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
equal in number as possible. Subject to Sections 4.05(B) and 4.05(C) of the
Pennsylvania Business Corporation Law, any director may be removed with or
without cause only upon the affirmative vote of the holders of at least 70% of
all of the securities of the corporation entitled to vote for the election of
directors; provided that no director shall be removed unless the entire class of
the Board of which the director is a member is removed in any case where the
votes cast against the resolution for said director's removal represent a number
of shares sufficient, if cumulatively voted at an annual election of directors,
to elect one or more directors to the class of [which] the director is a member.

         Should a vacancy occur or be created, whether arising through death,
resignation or removal (otherwise than by vote of the voting stockholders of the
corporation, as provided above) of a director or through an increase in the
number of directors of any class (effected otherwise than by vote of the voting
stockholders of the corporation, as provided above), such vacancy shall be
filled by a majority vote of the remaining directors of the class in which such
vacancy occurs or by the sole remaining director of that class if only one such
director remains or by a majority vote of the remaining directors of the other
two classes if there be no remaining member of the class in which the vacancy
occurs. In all other cases any such vacancy shall be filled by vote of the
voting stockholders of the corporation. A director so elected to fill a vacancy
shall serve for the remainder of the then present term of office of the class to
which he was elected.

         7th. (A) The affirmative vote of the holders of at least 70% of all of
the securities of the corporation entitled to vote shall, except as provided in
paragraph (B) of this Article 7th, be required in order for any of the following
actions or transactions to be effected by the corporation, or approved by the
corporation as stockholder of any subsidiary of the corporation:

                  (i) any merger or consolidation of the corporation or any of
its subsidiaries with or into a Related Person (as hereinafter defined) or any
affiliate, subsidiary or associate (as each of said terms is defined in the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of a Related Person, or

                  (ii) any sale, lease, exchange or other disposition of all or
any substantial part of the assets of the corporation or any of its subsidiaries
to or with a Related Person or any affiliate, subsidiary or associate of a
Related Person, or

                  (iii) any issuance or delivery by the corporation of any
voting securities (or any securities or other instruments convertible into
voting securities) of the corporation or any of its subsidiaries (other than


                                     - 7 -


securities issued or delivered by the corporation pursuant to (a) any present or
future stock option plan or other stock plan created for the benefit of the
officers and employees of the corporation or any of its subsidiaries or (b) any
underwritten public offering) to a Related Person or any affiliate, subsidiary
or associate of a Related Person in exchange for cash, other assets or
securities, or any combination thereof, or

                  (iv) any dissolution of the corporation.

         (B) The vote of the securityholders specified in paragraph (A) of this
Article 7th shall not apply to any action or transaction specified in such
paragraph if:

(i) such action or transaction is approved in advance by a majority of the
"Continuing Directors" (said term to mean and include all directors of the
corporation then in office who were duly elected prior to the time the person,
corporation or entity involved in such action or transaction (either directly or
with or through any affiliates, subsidiaries or associates) became a Related
Person, and all directors of the corporation elected as such at the annual
meeting of securityholders at which this Article 7th was adopted) or (ii) such
action or transaction involves solely the corporation and one or more
subsidiaries of the corporation, or involves solely two or more subsidiaries of
the corporation (provided that none of the stock of any such subsidiary involved
is directly or indirectly beneficially owned by a Related Person (other than
such ownership arising solely because of ownership interests in the
corporation)), and, in the case of a merger, the corporation is the surviving
corporation or a subsidiary of the corporation is the surviving corporation and
following such merger the certificate or articles of incorporation of such
subsidiary contain provisions substantially the same as those in Articles 6th,
7th and 8th of these Articles of Incorporation.

         (C) In determining whether or not to approve or recommend the approval
of any transaction of the type enumerated in items (i), (ii) or (iii) of
paragraph (B) above, whether or not involving (directly or indirectly) a Related
Person, or any other transaction having a similar major effect upon the
properties, operations or control of the Company, the Board of Directors or the
Continuing Directors, as the case may be, shall be entitled to consider, as
separate and independent factors, with such relative weights as they may assign,
the following:

                  (i) the character, integrity, business philosophy and
financial status of the other party or parties to the transaction;

                  (ii) the consideration to be received by the corporation or
its securityholders in connection with such transaction, as compared to


                  (a) the current market price or value of the corporation's
             properties or securities;

                  (b) the value of the corporation, its properties or securities
             in a freely negotiated transaction;


                                     - 8 -


                  (c) the estimated future value of the corporation, its
             properties or securities;

                  (d) such other measures of the value of the corporation, its
             properties or securities as the directors may deem appropriate;

                  (iii) the projected social, legal and economic effects of the
proposed action or transaction upon employees, suppliers and customers of the
corporation and the communities where the corporation does business;

                  (iv) the general desirability of the corporation's continuing
as an independent entity; and

                  (v) such other factors as they may deem relevant.

         (D) The term "Related Person" as used herein shall mean and include any
individual, corporation, partnership or other person or entity which, together
with its affiliates and associates and any other person or entity with which it
or its affiliates or associates has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of voting securities of the corporation, directly or indirectly
beneficially owns 5% or more in the aggregate of the outstanding voting
securities of the corporation. A majority of the Continuing Directors then in
office shall have the power and the duty to determine for purposes of this
Article 7th, on the basis of information then known to them, who shall
constitute a Related Person and its affiliates, subsidiaries and associates. Any
such determination by the Continuing Directors shall be conclusive and binding
for all purposes.

         8th The provisions set forth in this Article 8th and in Articles 6th
and 7th herein may not be repealed or amended in any respect unless such action
is approved by the affirmative vote of the holders of at least 70% of all of the
securities of the corporation entitled to vote thereon.


                                     - 9 -

EX-3.(B)

                                                                   Exhibits 3(b)


                                     BY-LAWS

                                       of

                                HUNT CORPORATION

                          (A Pennsylvania Corporation)


                       Section 1. MEETINGS OF SHAREHOLDERS

         Section 1.01. Place of Meeting. Meetings of shareholders of the
Corporation shall be held at such place within the Commonwealth of Pennsylvania
or elsewhere, as may be fixed by the Board of Directors. If no place is so
fixed, they shall be held at the then principal office of the Corporation.

         Section 1.02. Annual Meeting. The annual meeting of shareholders, for
the election of such number of directors as are to be elected at such meeting in
accordance with the Corporation's Articles of Incorporation and By-Laws and the
transaction of any other business as may properly be brought before the meeting,
shall be held, unless the Board of Directors shall fix some other hour or date
therefor, at 10:00 o'clock A.M. on the third Wednesday in April in each year, if
not a legal holiday under the laws of Pennsylvania, and, if a legal holiday,
then on the next succeeding secular day not a legal holiday under the laws of
Pennsylvania. If for any reason such meeting is not held at the time fixed
therefor, such election may be held at a subsequent meeting called for that
purpose.

         Section 1.03. Special Meetings. Except as otherwise required by law,
special meetings of shareholders may only be called by or at the direction of
the Board of Directors, the Chairman of the Board or the President of the
Corporation. The only substantive business to be conducted at a special meeting
of shareholders shall be that set forth in the notice of such meeting.

         Section 1.04. Notice of Meetings. Except as otherwise provided in
Section 1707 of the Pennsylvania Business Corporation Law of 1988, as amended,
notice of every meeting of shareholders shall be given in any manner permitted
by law at the direction of the Secretary of the Corporation, or of such other
person as is authorized by the Board of Directors, to each shareholder of record
entitled to receipt thereof at least 10 calendar days prior to the day named for
the meeting, unless a greater period of notice is required by law in a
particular case.



                                     - 10 -




         Section 1.05. Notice of Shareholder Nominations and Proposals.

         (a) Annual Meetings of Shareholders:

               (1) Nominations of persons for election as directors of the
         Corporation and the proposal of matters to be considered and voted on
         by the shareholders at an annual meeting may be made only: (i) by or at
         the direction of the Board of Directors, or (ii) by any shareholder of
         the Corporation who was a shareholder of record at the time of giving
         the shareholder notice required by this Section 1.05 and who will be
         entitled to vote at the meeting and who complies with the notice
         procedures set forth in this Section.

               (2) For nominations or other proposals to be properly brought
         before an annual meeting by a shareholder pursuant to paragraph (a) (1)
         of this Section 1.05, the shareholder must have given timely notice
         thereof (including the information required hereby) in writing to the
         Secretary of the Corporation at the principal executive offices of the
         Corporation, and any such proposal must otherwise be a proper matter
         for shareholder action. To be timely given, a shareholder's notice must
         be received at the principal executive offices of the Corporation not
         later than the close of the business on the 90th calendar day, nor
         earlier than the close of business on the 120th calendar day, prior to
         the first anniversary of the preceding year's annual meeting; provided,
         however, that in the event that the date of the current year's annual
         meeting is more than 30 calendar days before or more than 60 calendar
         days after such anniversary date, notice by the shareholder to be
         timely given must be so received not earlier than the close of business
         on the 120th calendar day prior to such annual meeting and not later
         than the close of business on the later of the 90th calendar day prior
         to such annual meeting or the 10th calendar day following the calendar
         day on which public announcement of the date of such meeting is first
         made by the Corporation. Notwithstanding the foregoing, for purposes of
         determining whether a shareholder's notice shall have been timely given
         with respect to the annual meeting of shareholders in 2001 only, a
         shareholder's notice must have been so received by the Corporation not
         later than the close of business on the 15th calendar day following the
         calendar day on which the public announcement (as defined below) of the
         Corporation's adoption of the notice provisions of this Section 1.05 is
         first made by the Corporation. The public announcement of an
         adjournment of an annual meeting shall not commence a new time period
         for the giving of a shareholder's notice of a nomination or proposed
         action as described above. Such shareholder's notice shall set forth:
         (i) as to each person whom the shareholder proposes to nominate for
         election or reelection as a director, all information relating to such
         person as is required to be disclosed in solicitations of proxies for
         election of directors in an election contest, or is otherwise required,
         in each case pursuant to Regulation 14A under the Securities Exchange
         Act of 1934, as amended (the "Exchange Act") (or any successor
         provision of law), including such person's written consent to being

                                     - 11 -


         named as a nominee and to serving as a director if elected: (ii) as to
         any other business that the shareholder proposes to bring before the
         meeting, a brief description of such business, the reasons for
         conducting such business at the meeting and any material interest in
         such business of such shareholder and of any of such shareholder's
         affiliates (as defined below) and of any person who is the beneficial
         owner (as defined below), if any, of such stock; and (iii) as to the
         shareholder giving the notice and each beneficial owner, if any, of
         such stock, the name and address of such shareholder, as they appear on
         the Corporation's stock ownership records, and the name and address of
         each beneficial owner of such stock and the class and number of shares
         of capital stock of the Corporation which are owned of record or
         beneficially by each such person.

         (b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting under Section 1.04.
Nominations of persons for election to the Board of Directors at a special
meeting of shareholders at which directors are to be elected pursuant to the
Corporation's notice of meeting may be made only: (i) by or at the direction of
the Board of Directors or (ii) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by a shareholder of
the Corporation who is a shareholder of record at the time of giving the
shareholder notice required by this Section 1.05 and who will be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Section. If the Corporation calls a special meeting of shareholders for the
purpose of electing one or more directors to the Board of Directors, for
nominations to be properly brought before the special meeting by a shareholder
pursuant to this paragraph, the shareholder must give notice thereof to the
Secretary of the Corporation in the same manner and containing the same
information as is required by paragraph (a)(2) of this Section 1.05 in the case
of a nomination to be made by a shareholder at an annual meeting not earlier
that the close of the business on the 120th calendar day prior to such special
meeting and not later than the close of business on the later of the 90th
calendar day prior to such special meeting or the 10th calendar day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. The public announcement of an adjournment of a special meeting
shall not commence a new time period for the giving of a shareholder's notice of
a nomination as described above.

         (c) General

               (1) Only such persons as are nominated in accordance with the
         provisions of this Section 1.05 shall be eligible to serve as directors
         of the Corporation and only such business shall be conducted at a
         meeting of shareholders as shall have been brought before the meeting
         in accordance with the provisions of this Section. Except as otherwise
         provided by law, the Articles of Incorporation or these By-Laws, the
         chairman of the meeting shall have the power and duty to determine

                                     - 12 -


         whether a nomination or any business proposed to be brought before the
         meeting was made or proposed, as the case may be, in accordance with
         the provisions of this Section 1.05 and, if any proposed nomination or
         business is so determined not to be so in accordance with this Section,
         to declare that such defective nomination or proposal shall be
         disregarded.

               (2) For purposes of this Section 1.05, the terms: (i) "affiliate"
         and "beneficially owns" (and variations thereof) shall have the same
         meanings as when used in Section 13(d) of the Exchange Act and
         Regulation 13D-G thereunder (or any successor provision of law); and
         (ii) "public announcement" shall mean disclosure in a press release
         reported by the Dow Jones New Service, Associated Press or comparable
         national news service or in a document publicly filed by the
         Corporation with the Securities and Exchange Commission pursuant to
         Sections 13, 14, or 15(d) of the Exchange Act.

               (3) Notwithstanding the foregoing provisions of this Section
         1.05: (i) a shareholder also shall be required to comply with all
         applicable requirements of the Exchange Act and the rules and
         regulations thereunder with respect to the matters set forth in this
         Section, and nothing contained herein shall constitute a waiver by the
         Corporation or any shareholder of compliance therewith, and (ii)
         nothing in this Section shall be deemed to affect any rights: (A) of
         shareholders to request inclusion of proposals in the Corporation's
         proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any
         successor provision of law) or (B) of the holders of any series of
         outstanding preferred stock, if any, to elect directors in accordance
         with the applicable terms of such preferred stock.

         Section 1.06. Organization. At every meeting of shareholders, the
Chairman of the Board, or in the absence of the Chairman, a person chosen by the
Board of Directors, shall act as chairman of the meeting; and the Secretary of
the Corporation, or in the absence of the Secretary, a person appointed by the
chairman of the meeting, shall act as secretary of the meeting. The order of and
the rules for conducting business at all meetings of the shareholders shall be
determined by the chairman of the meeting.

         Section 1.07. Voting. Except as otherwise specified herein or in the
Corporation's Articles of Incorporation or required by law, whenever any
corporate action is to be taken by vote by shareholders, it shall be authorized
by a majority of the votes cast by all shareholders entitled to vote thereon
and, if any shareholders are entitled to vote thereon as a class, upon receiving
a majority of the votes cast by the shareholders entitled to vote as a class. In
each election of directors, the candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.

                                     - 13 -



                              Section 2. DIRECTORS

         Section 2.01. Number of Directors. The number of directors of the
Corporation shall be eleven until the date of the 2001 annual meeting, at which
point the number of directors of the Corporation shall be reduced to ten.

         Section 2.02. Resignations. Any director may resign at any time by
giving written notice to the Board of Directors, directed to the Chairman of the
Board, the Vice Chairman, the President, or to the Secretary. Such resignation
shall take effect at the time of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

         Section 2.03. Annual Meeting. Immediately after each annual election of
directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where
such election of directors was held. Notice of such meeting need not be given.
In the absence of a quorum at said meeting, the same may be held at any other
time and place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.

         Section 2.04. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated from time
to time by standing resolution of the Board. Notice of such meetings need not be
given. If the date fixed for any such regular meeting be a legal holiday under
the laws of the State where such meeting is to be held, then the same shall be
held on the next succeeding secular day not a legal holiday under the laws of
said State, or at such other time as may be determined by resolution of the
Board. At such meetings the directors may transact such business as may be
brought before the meeting.

         Section 2.05. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Vice Chairman, the
President, a Vice President, or by two or more of the directors, and shall be
held at such time and place as shall be designated in the call for the meeting.
Written notice of each special meeting shall be given, by or at the direction of
the person or persons authorized to call such meeting, to each director, at
least three days prior to the date named for the meeting.

         Section 2.06. Organization. Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board, if there be one and he is
present, and, if not, by the Vice Chairman, if there be one and he is present,
and if not by the President if there be one and he is present. In the absence of
the Chairman, the Vice Chairman and the President, the meeting shall be presided
over by a chairman chosen by a majority of the directors present. The Secretary,
or in his absence, a person appointed by the presiding chairman, shall act as
secretary of the meeting.

         Section 2.07. Participation in Meetings. One or more directors may
participate in a meeting of the Board or a committee of the Board by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other.

                                     - 14 -



         Section 2.08. Compensation of Directors. Directors shall be entitled to
receive such compensation, if any, as may be fixed, from time to time, by the
Board of Directors. Directors may also be reimbursed by the Corporation for such
reasonable expenses incurred in attending meetings of the Board, or any
Committee thereof of which they are members, or otherwise incurred in the
performance of their duties as directors, in accordance with such policies as
the Board, from time to time, may establish.

                              Section 3. COMMITTEES

         Section 3.01. Executive Committee. If an Executive Committee or one or
more other committees is or are designated by the Board of Directors to exercise
the authority of the Board in the management of the Corporation, such
committee(s) shall keep regular minutes of its or their proceedings and report
the same to the Board at each regular meeting.

         Section 3.02. Other Committees. The Board of Directors may, at any time
and from time to time, appoint such standing committees and/or special
committees, consisting of directors or others, to perform such duties and make
such investigations and reports as the Board shall by resolution determine. Such
committees shall determine their own organization and times and places of
meeting, unless otherwise directed by such resolution.

                              Section 4.l OFFICERS

         Section 4.01. Section 4.01. Number, Qualifications and Designation. The
officers of the Corporation shall be a President, a Secretary and a Treasurer,
and may include one or more Vice Presidents (including Executive and Senior Vice
Presidents), and also such other officers as may be elected in accordance with
the provisions of Section 4.02 herein. One person may hold more than one office.
Officers shall be natural persons of full age.

         Section 4.02. Other Officers and Agents. The Board, from time to time,
may elect such other officers and appoint such other agents as it deems
necessary, which officers and agents shall serve for such terms and shall
exercise such powers and perform such duties as are provided in these By-Laws,
or as the Board, from time to time, may determine. The Board also may delegate
to any officer and to the Chairman of the Board and Vice Chairman if there be
one, the power to elect subordinate officers and to retain or appoint other
agents and prescribe the authority and duties of such subordinate officers or
other agents.

         Section 4.03. Election and Term of Office. The officers of the
Corporation, except those elected by delegated authority pursuant to Section
4.02 herein, shall be elected by the Board of Directors at its annual meeting,
but the Board may elect officers of fill vacancies among the officers at any
other meeting. Subject to earlier termination of office, each officer shall hold
office for one year and until his successor shall have been elected and
qualified.

                                     - 15 -


         Section 4.04. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, directed to the Chairman of the
Board, the Vice Chairman, the President, or to the Secretary of the Corporation.
Any such resignation shall take effect at the time of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         Section 4.05. The Chairman of the Board. The Chairman of the Board, if
there be one, shall preside at the meetings of the Board and also shall perform
such other duties as may be specified by these By-Laws or as from time to time
may be assigned to him by the Board.

         Section 4.06. The Vice Chairman. The Vice Chairman, if there be one,
shall preside at meetings of the Board in the absence of the Chairman and shall
also perform such other duties as may be specified by these By-Laws or as from
time to time may be assigned to him by the Board or the Chairman.

         Section 4.07. The President. The President shall be the chief executive
officer of the Corporation and shall have general supervision over the business
and operations of the Corporation, subject, however, to the control of the Board
of Directors. The President shall execute and deliver in the name of the
Corporation, deeds, mortgages, bonds, contracts, and other instruments
specifically or generally authorized by the Board, except in cases where the
execution and delivery thereof shall be expressly delegated by the Board to some
other officer or agent of the Corporation. He shall preside at meetings of the
Board in the absence of the Chairman and Vice Chairman and, in general, he shall
perform all duties incident to the office of President and such other duties as
may be specified by these By-Laws or as from time to time may be assigned to him
by the Board, the Chairman, or the Vice Chairman.

         Section 4.08. The Vice Presidents. In the absence or disability of the
President or when so directed by the Chairman, the Vice Chairman or the
President, any Vice President (except those elected by delegated authority
pursuant to Section 4.02 herein) may perform all the duties of the President,
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the President. The Vice Presidents also shall perform such
other duties as from time to time may be assigned to them by the Board, the
Chairman, the Vice Chairman or the President.

         Section 4.09. The Secretary. The Secretary, or any Assistant Secretary,
shall record all the votes of the shareholders and of the directors and the
minutes of the meetings of the shareholders and of the Board of Directors in a
book or books to be kept for that purpose; he shall see that notices of meetings
of the Board and shareholders are given and that all records and reports are
properly kept and filed by the Corporation as required by law; he shall be the
custodian of the seal of the Corporation and shall see that it is affixed to all
documents to be executed on behalf of the Corporation under its seal; and, in
general, he shall perform such duties incident to the office of Secretary and
such other duties as may be specified by these By-Laws or as from time to time
may be assigned to him by the Board, the Chairman, the Vice Chairman or the
President.

                                     - 16 -


         Section 4.10. The Treasurer. The Treasurer, or an Assistant Treasurer,
shall have charge of all receipts and disbursements of the Corporation and shall
have or provide for the custody of its funds and securities; he shall have full
authority to receive and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts and warrants in its name and on its
behalf and to give full discharge for the same; he shall deposit all funds of
the Corporation, except such as may be required for current use, in such banks
or other places of deposit as the Board may from time to time designate; and, in
general, he shall perform such other duties incident to the office of Treasurer
and such other duties as may be specified by these By-Laws or as from time to
time may be assigned to him by the Board, the Chairman, the Vice Chairman or the
President.

         Section 4.11. Compensation of Officers and Others. The compensation of
all officers shall be fixed from time to time by the Board of Directors, or any
committee or officer authorized by the Board so to do. No officer shall be
precluded from receiving such compensation by reason of the fact that he is also
a director of the Corporation.

         Additional compensation, fixed as above provided, may be paid to any
officers or employees for any year or years, based upon the success of the
operations of the Corporation during such year.

Section 5.   LIMITATION OF LIABILITY OF DIRECTORS; INDEMNIFICATION OF DIRECTORS,
             OFFICERS AND OTHERS

         Section 5.01. Limitation of Liability of Directors. A director of the
Corporation shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, as a director except to the extent
that a director's liability for monetary damages may not be limited or avoided
under the terms of the Directors' Liability Act, 42 Pa. C.S. 8361 et seq., as
the same may be amended from time to time, or any applicable Pennsylvania
statute thereafter enacted.

         Section 5.02. Indemnification. The Corporation shall indemnify any
person who was or is a party (other than a party plaintiff suing in his own
behalf or in the right of the Corporation) or is threatened to be made a party
to or a subject of any threatened, pending or completed action, suit or
proceeding (collectively, a "Proceeding"), including actions by or in the right
of the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person (an "Indemnified Person") is or was a
director or officer of the Corporation, or is or was serving, while a director
or officer of the Corporation, at the request of the Corporation as a director,
officer, employee, agent, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines,
excise taxes, punitive damages and amounts paid in settlement (collectively, a
"Liability") actually and reasonably incurred by such Indemnified Person in
connection with such Proceeding, unless the act or failure to act giving rise to
the claim for indemnification is determined by a court to have constituted

                                     - 17 -


willful misconduct or recklessness. If an Indemnified Person is entitled to
indemnification in respect of a portion, but not all, of any Liability, the
Corporation shall indemnify such person to the extent of such portion.

         Section 5.03. Advancement of Expenses. Expenses actually and reasonably
incurred by an Indemnified Person in defending a Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding (regardless
of the financial condition of such Indemnified Person) upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation.

         Section 5.04. Non-Exclusivity; Indemnification Agreements. The
indemnification and advancement of expenses provided by this Section 5 shall not
be deemed exclusive of any other rights to which persons seeking indemnification
may be entitled under any statute, the Corporation's Articles of Incorporation,
any insurance or other agreement, vote of shareholders or directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding an office. Without limiting the generality of the
foregoing, by action of the Board of Directors (notwithstanding the interest of
its members in the transaction) the Corporation may enter into agreements with
Indemnified Persons and others providing for indemnification of such persons by
the Corporation either under the provisions of this Section 5 or otherwise, and,
in the event of any conflict between the provisions of this Section 5 and the
provisions of any such indemnification agreement, the provisions of such
indemnification agreement shall prevail.

         Section 5.05. Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan 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 these By-Laws or otherwise.

         Section 5.06. Security Fund. By action of the Board of Directors
(notwithstanding the interest of its members in the transaction), the
Corporation may create and fund a trust fund or fund of any nature, or otherwise
secure or insure in any manner, its obligation to indemnify and advance expenses
under the provisions of this Section 5 or otherwise.

         Section 5.07. Effect; Benefit; Modification. The obligations of the
Corporation to indemnify and to advance expenses to an Indemnified Person under
the provisions of this Section 5 shall be in the nature of a contract between
the Corporation and each such Indemnified Person. Such obligations shall
continue as to, and shall inure to the benefit of the heirs, executors and
administrators of, an Indemnified Person who has ceased to hold the offices or
positions provided in Section 5.02, with respect to any claim based upon an
actual or alleged act or failure to act occurring prior to the time such person
ceased to hold such office or position. No amendment or repeal of any provision

                                     - 18 -



of this Section 5, and no amendment or termination of any trust or other fund
created pursuant to Section 5.06, shall alter, to the detriment of such
Indemnified Person, the right of such person to indemnification or the
advancement of expenses with respect to any claim based on an actual or alleged
act or failure to act which took place prior to such amendment, repeal or
termination.

         Section 5.08. Applicability. This Section 5 shall be effective as of
January 27, 1987. Liability, indemnification and advancement of expenses for any
action or failure to act occurring prior to January 27, 1987 shall be governed
by applicable law and by Section 5 of these By-Laws as in effect at the time of
the action or failure to act.

                              Section 6. AMENDMENTS

         Section 6.01. Any or all of the provisions of these By-Laws, whether
contractual in nature or merely regulatory of the internal affairs of the
Corporation, may be amended or repealed, except as otherwise provided in the
Business Corporation Law or the Articles, (a) by a majority vote of the members
of the Board of Directors, or (b) by vote of the shareholders entitled to cast
at least a majority of the votes which all shareholders are entitled to cast
thereon, in either case at any regular or special meeting duly convened after
notice of such purpose to the directors or shareholders, as the case may be.

         No provision of these By-laws shall vest any property right in any
shareholder.

                            Section 7. MISCELLANEOUS

         Section 7.01. Nonapplicability of Certain Laws. The following
provisions of the Act of April 27, 1990 (No. 36) amending the Pennsylvania
Business Corporation Law of 1988 and related statutes shall not be applicable to
the Corporation: (1) subsections (d) through (f) of Section 511 (15 Pa. C.S.
section 511); (2) subsections (e) through (g) of Section 1721, (15 Pa. C.S.
section 1721); (3) Subchapter G of Chapter 25 (15 Pa. C.S. section 2561 through
section 2567) (including Subchapters I (15 Pa. C.S. section 2581 through section
2583) and J (15 Pa. C.S. section 2585 through section 2588) which are dependent
upon Subchapter G); and (4) Subchapter H of Chapter 25 (15 Pa. C.S. section 2571
through section 2575). This Section 7.01 shall be effective July 26, 1990.



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