8-K

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                                  UNITED STATES
                       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): October 7, 2004


                                ----------------

                      FIRST NATIONAL LINCOLN CORPORATION
              (Exact name of Registrant as specified in charter)

                                    MAINE
                (State or other jurisdiction of incorporation)

                  0-26589                      01-0404322
         (Commission file number)   (IRS employer identification no.)


                 Main Street, Damariscotta, Maine        04853
             (Address of principal executive offices)  (Zip Code)


                                (207) 563-3195
             (Registrant's telephone number, including area code)

            Check the appropriate box below if the Form 8-K filing is
            intended to simultaneously satisfy the filing obligations
            of the registrant under any of the following provisions:

    [_]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

    [_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

    [_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

    [_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4 (c))

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                                TABLE OF CONTENTS

Item 5.03 Amendments to Articles of Incorporation or Bylaws .........  Page 1

Item 9.01 Financial Statements and Exhibits. ........................  Page 3

Signatures  .........................................................  Page 4

Exhibit Index  ......................................................  Page 5

















































Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On October 7, 2004, the registrant's board of directors approved changes to the
registrant's bylaws, effective upon adoption. The changes are summarized as
follows:

Section 3.7. This provision clarifies the powers of the person who chairs an
annual meeting of shareholders or a special meeting of shareholders.

Section 3.8.  This provision defines the manner in which shareholders may
propose items for consideration at the annual meeting of shareholders. A person
wishing to nominate a director or bring other business before the annual
meeting must be a record shareholder and give timely notice in writing to the
Clerk containing specific information required by the registrant's bylaws. The
notice must be received by the registrant not less than 90 nor more than 135
days before the anniversary date of the prior year's annual meeting, unless the
annual meeting is to be held on a date more than thirty days before or after
such anniversary date, in which case the notice must be received not later than
10 days after the registrant announces publicly the intended date of the annual
meeting.

Section 8.1.  This provision clarifies that the registrant may keep its books,
accounts and records at its principal office, at the registered office of its
Clerk or at any other office approved by the board.

Section 8.2.  This provision requires a shareholder who wishes to inspect
corporate records to first notify the registrant in writing, specifying the
records he or she wishes to inspect and his or her purpose in seeking the
inspection. The registrant may condition inspection on receipt of undertakings
intended to preserve the confidentiality of any nonpublic financial information
or other competitively sensitive information about the registrant or its
business, to pay the registrant's reasonable costs in making any of the
requested records available and, in the event of a breach by the shareholder,
to indemnify the registrant against its reasonable costs of enforcing any
restrictions on use of the requested records. The registrant may also, as a
condition to the disclosure of any nonpublic information or other competitively
sensitive information, and as a condition to the disclosure of personal
information about shareholders, directors, officers or employees of the
registrant, require the shareholder to execute a confidentiality agreement.

In addition to the new sections specified above, the amended bylaws now specify
the notice required for special meetings of the board of directors and make
further changes intended to conform the bylaws to provisions of Maine law,
particularly the comprehensive revisions to the Maine Business Corporation Act
which became effective July 1, 2003, and the registrant's practices.

These changes include removal of the provisions requiring election of the Clerk
by shareholders, changes in the notice requirement for shareholder meetings,
updating the provision regarding availability of a shareholders list for
inspection prior to a shareholder's meeting from a 10 day period beginning 10
days prior to the meeting date to a period beginning two days after notice of a
meeting is given and continuing through the meeting, and providing that instead
of adjourning a meeting upon demand of a shareholder seeking inspection of the
list, a shareholder may apply to the Maine Superior Court to postpone a
meeting, in the event that the shareholder list has not been made available for
inspection as required.
Page 1
The amendments to the bylaws also reduce the minimum number of directors who
can serve on the executive committee from five to three.

The bylaws were also amended, consistent with the revised Maine Business
Corporation Act, to remove the requirement that notice of a proposed amendment
to the bylaws be included in the notice of a directors meeting at which such
action is taken.

A conformed copy of the registrant's bylaws, as amended on October 7, 2004, is
included herewith as Exhibit 3.2. As previously disclosed, the registrant's
Articles of Incorporation were amended at the registrant's annual meeting of
shareholders on April 27, 2004. A copy of the amended articles is also included
herewith as an exhibit, Exhibit 3.1.













































Page 2
Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits.
     --------

The following Exhibits are being furnished herewith:

3.1 Conformed Copy of the Registrants Articles of Incorporation,
    as Amended April 27, 2004
3.2 Conformed Copy of the Registrant's Bylaws, as Amended October 7, 2004














































Page 3
                                    SIGNATURE

     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.



                                     FIRST NATIONAL LINCOLN CORPORATION

                                By:  /s/ F. STEPHEN WARD
                                     ---------------------
                                     F. Stephen Ward
                                     Treasurer and Chief Financial Officer

Dated:  October 7, 2004










































Page 4
                                  Exhibit Index
                                  -------------

Exhibit
Number                     Description of Exhibit
- ------                     ----------------------

3.1 Conformed Copy of the Registrants Articles of Incorporation,
    as Amended April 27, 2004
3.2 Conformed Copy of the Registrant's Bylaws, as Amended October 7, 2004
















































Page 5

EX-3

Exhibit 3.1

ARTICLES OF INCORPORATION OF
FIRST NATIONAL LINCOLN CORPORATION

FIRST:
The name of the corporation is First National Lincoln Corporation and it is
located in Maine, at Damariscotta, Maine 04543.

SECOND:
The name of the Clerk, who must be a Maine resident, and the address of its
registered office shall be:

Charles A. Wootton
P.O. Box 940
Damariscotta, ME 04543-0940

THIRD:
The number of directors constituting the initial board of directors is 12.

FOURTH:
The board of directors is authorized to increase or decrease the number of
directors.  The minimum number shall be 5 directors, and the maximum number
shall be 25 directors.

FIFTH:
There shall be only one class of shares, which shall be denominated common
stock, of which there are 18,000,000 shares authorized, each having a par value
of $.01.

SUMMARY
The aggregate par value of all authorized shares (of all classes) having a par
value is $180,000.

SIXTH:
Meetings of the shareholders may not be held outside the State of Maine.

SEVENTH:
There are no preemptive rights.

EIGHTH:
(a)  In addition to any affirmative vote required by law, these Articles of
Incorporation, the Bylaws of the corporation or otherwise, except as otherwise
expressly provided in Paragraph (b) of this Article EIGHTH, the corporation
shall not engage, directly or indirectly, in any Business Combination (as
hereinafter defined) with an Interested Stockholder (as hereinafter defined)
without the affirmative vote of not less than eighty percent (80%) of the votes
entitled to be cast by the holders of all outstanding shares of stock entitled
to vote.  Such affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage vote may be specified by
law or otherwise.  Except as otherwise provided in Paragraph (b) of this
Article EIGHTH:  (i) the notice of any stockholders' meeting at which a
Business Combination with an Interested Stockholder is to be considered shall
be accompanied by proxy materials complying with the requirements of the
Securities Exchange Act of 1934 (or successor statute) fully disclosing the
nature of the proposed Business Combination; and (ii) neither the corporation
nor any subsidiary shall engage in any Business Combination with an Interested
Stockholder unless, in connection with such Business Combination (A) each
stockholder of the corporation is offered, by the Interested Stockholder, cash
or other consideration for each share of the corporation's Common Stock owned
by such stockholder the fair market value of which is not less than the highest
price per share paid by such Interested Stockholder in acquiring any of its
holdings of the Common Stock of this corporation, and (B) no stockholder of
this corporation will receive consideration in any form or proportion different
from that received by any other stockholder of this corporation in connection
with such Business Combination.

(b)  The provisions of Paragraph (a) of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required by
law, the Articles of Incorporation, the Bylaws of the corporation, or
otherwise, if such Business Combination shall have been approved by a majority
(whether such approval is made prior to or subsequent to the acquisition of
beneficial ownership of Common Stock that caused the Interested Stockholder to
become an Interested Stockholder) of the Continuing Directors (as hereinafter
defined).

(c)  For the purpose of this Article EIGHTH:

(i)  The term "Business Combination" shall mean:

(A)  any merger or consolidation of this corporation or any Subsidiary (as
hereinafter defined) with (i) any Interested Stockholder or (ii) any other
corporation (whether or not itself an Interested Stockholder) which is or after
such merger or consolidation would be an Affiliate or Associate of an
Interested Stockholder; or

(B)  any sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) between the corporation or any
Subsidiary and any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder involving any assets or securities of the corporation,
any Subsidiary or any Interested Stockholder or any Affiliate or Associate of
any Interested Stockholder the value of which would constitute, immediately
prior to such transaction, a Substantial Part (as hereinafter defined) of the
assets of the corporation; or

(C) the adoption of any plan or proposal for the liquidation or dissolution of,
or similar transaction involving, the corporation or any Subsidiary proposed by
or on behalf of an Interested Stockholder or any Affiliate or Associate of an
Interested Stockholder; or

(D)  any issuance or reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any of its Subsidiaries or any other
transaction (whether or not with or otherwise involving an Interested
Stockholder) that has the effect, directly or indirectly, of increasing the
proportionate share of any class or series of Common Stock, or any securities
convertible into Common Stock or into equity securities of any Subsidiary, that
is beneficially owned by any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder; or

(E)  any agreement, contract or other arrangement providing for any one or more
of the actions specified in the foregoing clauses (A) to (D).

(ii)  The term "person" shall mean any individual, firm, corporation or other
entity and shall include any group comprised of any person and any other person
with whom such person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of Common Stock.

(iii)  The term "Interested Stockholder" shall mean any person (other than the
corporation or any Subsidiary and other than any profit-sharing, employee stock
ownership or other employee benefit plan of the corporation or any Subsidiary
or any trustee of or fiduciary with respect to any such plan when acting in
such capacity) who (A) is the beneficial owner of Common Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all
then outstanding shares of Common Stock; or (B) is an Affiliate or Associate of
the corporation and at any time within the two-year period immediately prior to
the date in question was the beneficial owner of Common Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all
then outstanding shares of Common Stock

(iv)  A person shall be a "beneficial owner" of any Common Stock (A) which such
person or any of its Affiliates or Associates beneficially owns, directly or
indirectly, (B) which such person or any of its Affiliates or Associates has,
directly or indirectly, (1) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time), pursuant to
any agreement, arrangement or understanding (other than pursuant to proxies
solicited by or on behalf of the Board of Directors) or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or (2)
the right to vote pursuant to any agreement, arrangement or understanding; or
(C) which is beneficially owned, directly or indirectly, by any other person
with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of Common Stock.  For the purposes of
determining whether a person is an Interested Stockholder pursuant to
Subparagraph (iii) of this Paragraph (c), the number of shares of Common Stock
deemed to be outstanding shall include shares deemed beneficially owned by such
person through application of Subparagraph (iv) of this Paragraph (c), but
shall not include any other shares of Common Stock that may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

(v)  The terms "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the "Act"), as in effect on January 1,1996 (the term "registrant"
in Rule 12b-2 meaning in this case the corporation).

(vi)  The term "Subsidiary" means any corporation of which a majority of any
class of equity security is beneficially owned by the corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in Subparagraph (iii) of this Paragraph (c), the term "Subsidiary" shall
mean only a corporation of which a majority of each class of equity security is
beneficially owned by the corporation.

(vii)  The term "Continuing Director" means any member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Affiliate or Associate or representative of the Interested Stockholder and
was a member of the Board prior to the time that the Interested Stockholder
became an Interested Stockholder, and any successor of a Continuing Director,
while such successor is a member of the Board of Directors, who is not an
Affiliate or Associate or representative of the Interested Stockholder and is
recommended or elected to succeed the Continuing Director by a majority of
Continuing Directors.

(viii)  The term "Substantial Part" means assets having an aggregate Fair
Market Value (as hereinafter defined) in excess of five percent (5%) of the
book value of the total consolidated assets of the corporation and its
Subsidiaries as of the end of the corporation's most recent fiscal year ending
prior to the time the stockholders of the corporation would be required to
approve or authorize the Business Combination involving assets constituting any
such Substantial Part.

(ix)  The term "Fair Market Value" means (A) in the case of cash, the amount of
such cash; (B) in the case of stock, the highest closing sale price, during the
30-day period immediately preceding the date in question, of a share of such
stock on the principal United States securities exchange registered under the
Act on which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such
stock, during the 30-day period preceding the date in question, on the National
Association of Securities Dealers, Inc. Automated Quotation System or any
similar system then in use, or if no such quotations are available, the fair
market value on the date in question of a share of such stock as determined by
a majority of the Continuing Directors in good faith; and (C) in the case of
property other than cash or stock, the fair market value of such property on
the date in question as determined in good faith by a majority of the
Continuing Directors.

(x)  The term "Control Transaction" shall mean:

(A)  any merger or consolidation of this corporation or any Subsidiary as a
result of which (i) this corporation no longer is the beneficial owner of a
majority of the outstanding shares of common stock of such Subsidiary, or (ii)
the stockholders of this corporation immediately preceding such merger or
consolidation are not, collectively, the beneficial owners (in proportion to
their respective beneficial ownership of Common Stock immediately preceding
such merger or consolidation (excluding only the effect of the exercise of
statutory dissenters' rights or the payment of cash in lieu of fractional
shares)) of at least sixty percent (60%) of the outstanding shares of common
stock of the surviving corporation immediately following the consummation of
such merger or consolidation; or

(B)  any sale or other disposition (in one transaction or a series of
transactions) of all or substantially all of the assets of this corporation or
any Subsidiary; or

(C)  the adoption of any plan or proposal for the liquidation or dissolution
of, or similar transaction involving, the corporation or any Subsidiary; or

(D)  the issuance to any person, in one transaction or a series of
transactions, of common stock, or securities convertible into common stock, of
the corporation or any Subsidiary as a result of which such person would be (or
would, if then converted, become) the beneficial owner of twenty-five percent
(25%) or more of the outstanding common stock of the corporation or any
Subsidiary, or

(E)  any agreement, contract or other arrangement providing for any one or more
of the actions specified in the foregoing clauses (A) to (D).

(d)  The Board of Directors shall have the power and duty to determine for the
purposes of this Article EIGHTH, on the basis of information known to them
after reasonable inquiry, (A) whether a person is an Interested Stockholder,
(B) the number of shares of Common Stock or other securities beneficially owned
by any person, (C) whether a person is an Affiliate or Associate of another and
(D) whether the assets that are the subject of any Business Combination have,
or the consideration to be received for the issuance or transfer of securities
by this corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value in excess of the amount set forth in Subparagraph
(ix)(B) of Paragraph (c) of this Article EIGHTH, or whether the assets that are
the subject of any possible Control Transaction constitute all or substantially
all of the assets of the corporation or any Subsidiary.  Any such determination
made in good faith shall be binding and conclusive on all parties.

(e)  Nothing contained in this Article EIGHTH shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

(f)  In addition to any affirmative vote required by law, these Articles of
Incorporation, the bylaws of the corporation or otherwise, except as otherwise
expressly provided in this Paragraph (f), the corporation shall not engage,
directly or indirectly, in any Control Transaction (as defined in Paragraph (c)
of this Article EIGHTH) without the approval of at least a majority of the
directors of the corporation and the affirmative vote of not less than sixty-
six and two-thirds percent (66 2/3%) of the votes entitled to be cast by the
holders of all outstanding shares of stock entitled to vote.  Such approval and
affirmative vote shall be required notwithstanding the fact that no vote or
approval may be required, or that a lesser percentage vote or approval may be
specified by law or otherwise.

(g) Notwithstanding any other provisions of the Articles of Incorporation or
the Bylaws of the corporation (and notwithstanding the fact that a lesser
percentage or separate class vote may be specified by law, the Articles of
Incorporation or the Bylaws of the corporation), the affirmative vote of the
holders of not less than (i) eighty percent (80%) of the votes entitled to be
cast by the holders of all outstanding shares of Common Stock shall be required
to amend or repeal, or adopt any provisions inconsistent with Paragraphs (a)
through (e) of this Article EIGHTH and (ii) sixty-six and two-thirds percent
(66 2/3%) of the votes entitled to be cast by the holders of all outstanding
shares of Common Stock shall be required to amend or repeal, or adopt any
provisions inconsistent with Paragraph (f) of this Article EIGHTH; provided,
however, that, with respect to Paragraphs (a) through (e) of this Article
EIGHTH such special voting requirements shall not apply to, and such special
votes shall not be required for, any amendment, repeal or adoption recommended
by the Board if a majority of the Directors then in office are persons who
would be eligible to serve as Continuing Directors.

EX-3

Exhibit 3.2

BYLAWS OF
FIRST NATIONAL LINCOLN CORPORATION


ARTICLE I
Name, Location, Type of Financial Institution, Seal

Section 1.1 - Name

The name of this corporation is First National Lincoln Corporation (hereinafter
referred to as the "Company").

Section 1.2 - Location

The principal place of business of the Company is Main Street, Damariscotta,
Maine  04543.  The Company may have additional places of business in
Damariscotta or elsewhere within or without the State of Maine.

Section 1.3 - Type of Corporation

The Company is a bank holding company and is organized under the Maine Business
Corporation Act.

Section 1.4 - Corporate Seal

The corporate seal of the Company shall be circular in form and shall be
engraved as follows:


FIRST NATIONAL LINCOLN CORPORATION
1985
MAINE


ARTICLE II
Common Stock

Section 2.1 - Authorized Common Stock

The authorized common stock of the Company shall consist of Eighteen Million
(18,000,000) shares of Common Stock, each having a par value of $.01.

Section 2.2 - Stock Certificates

Each stockholder shall be entitled to a certificate certifying the number of
shares of common stock owned by the stockholder.  Each certificate shall be
signed by the President or a Vice President and by the Treasurer or the Clerk.
Signatures of the officers of the Company on the certificate may be by
facsimile so long as the manual signature of an authorized officer of the
Transfer Agent appears.  A certificate may be adopted by the Company and may be
issued and delivered notwithstanding the fact that the person or persons who
signed such certificate, or whose facsimile signatures appear thereon, have
ceased to be officers of the Company.


Section 2.3 - Transfers of Stock, Transfer Agent

Transfers of stock shall be made only upon the transfer books of the Transfer
Agent, as from time to time designated by the Board of Directors.  Before a new
certificate is issued the old certificate shall be surrendered for cancellation
or satisfactory evidence provided of its loss or destruction.

Section 2.4 - Stockholders to be Registered

Only those persons whose names are registered on the books of the Transfer
Agent shall be entitled to be treated by the Company as holders of the stock
standing in their respective names.  The Company shall not be bound to
recognize any equitable or other claim to or interest in any share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Maine.

Section 2.5 - Loss or Destruction of Certificate

In case of loss or destruction of any certificate of stock, another may be
issued in its place upon proof of such loss or destruction and upon the giving
of a satisfactory assurance of indemnity to the Company and/or to the Transfer
Agent, as the Company may reasonably require.

Section 2.6 - Accessibility of Stock

The common stock of the Company, when duly issued, shall be fully paid and
forever nonassessable.


ARTICLE III
Meetings of Stockholders

Section 3.1 - Annual Meeting

The annual meeting of the stockholders (the "Annual Meeting") shall be held
during the months of April or May in each year, or in such other month as the
Board of Directors may determine, at Damariscotta, Maine or such other location
within the State of Maine as may be designated in the notice for the Meeting.
At the Annual Meeting, the stockholders shall elect Directors in accordance
with the provisions of Article IV of these Bylaws and shall transact such other
business as may properly be brought before the meeting.

Section 3.2 - Special Meetings

Special meetings of the stockholders may be called by the President, by the
Chairman of the Board of Directors, by a majority of the Board of Directors or
of the Executive Committee, or by the holders of not less than 10% of the
shares entitled to vote at the meeting.

Section 3.3 - Notice of Meetings

Written notice of the Annual Meeting and of any special meeting shall be
delivered to each shareholder of record entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days prior to the date fixed for
the meeting.  Notice shall be deemed delivered when deposited with postage
prepaid in the United States mail, addressed to the stockholder at the address
appearing on the transfer books of the Transfer Agent.  Upon written request
transmitted in person or by registered or certified mail to the President or
the Clerk by any person entitled under Section 3.2 to call a special meeting of
stockholders, such officer shall deliver to the stockholders entitled thereto
notice of a meeting to be held on a date fixed by such officer, such notice to
be given within thirty (30) days after receipt of such request.  Any such
notice shall be delivered as provided in this Section 3.3.

When a meeting of stockholders is adjourned for whatever reason for thirty (30)
days or more, notice of the reconvening of the adjourned meeting shall be given
as provided in this Section 3.3.  Notice of the reconvening of a meeting
adjourned for less than thirty (30) days need not be given if the time and
place of the reconvening of the adjourned meeting are announced at the meeting
at which the adjournment is taken unless a new record date is fixed for the
reconvening of the meeting.  At the reconvened meeting the Company may transact
any business which might have been transacted at the meeting at which the
adjournment was taken.

Section 3.4 - Record Date

For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof or entitled to receive
payment of a dividend or other distribution or in order to make a determination
of stockholders for any other purpose, the Board of Directors shall fix in
advance a record date for any such determination of stockholders.  Such date
shall not in any case be more than seventy (70) nor less than ten (10) days
prior to the date designated for the meeting or the payment of the dividend or
distribution.

Section 3.5 - Stockholder List

The Clerk shall, in advance of each meeting of stockholders, prepare a complete
list of the stockholders entitled to notice of that meeting.  The list shall be
kept available at the at the Company's principal office for inspection by any
stockholder during usual business hours, beginning two (2) business days after
notice of the meeting is given and continuing through the meeting.  Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at any meeting, but if there has not been substantial
compliance with the requirements of this section, the Maine Superior Court, on
application of the stockholder requesting inspection, may postpone the meeting
until an opportunity for inspection is provided.

Section 3.6 - Quorum at Meetings

The presence in person or by proxy of the holders of not less than one-third of
the shares entitled to vote at any meeting shall constitute a quorum for that
meeting and, except where a larger percentage is required by the Company's
Articles of Incorporation, these Bylaws or by law, action at any meeting at
which a quorum is present may be taken by the affirmative vote of the holders
or representatives of a majority of the stock present or represented.

Section 3.7 - Conduct of Meetings

Each meeting of stockholders shall be presided over by the President or such
other person as the Board of Directors has designated to act as chairman of the
meeting. The Clerk, or such other person as the Board or the chairman of the
meeting shall designate, shall act as secretary of the meeting. The chairman of
the meeting shall determine the order of business at the meeting and shall have
full authority to set reasonable rules of procedure by which the meeting is to
be governed. Rulings of the chairman of the meeting on the order of business,
adjournment of the meeting and other procedural matters may be overturned only
by the affirmative vote of two-thirds of the share present in person or by
proxy at the meeting. At any meeting of stockholders, the items of business to
be acted upon by stockholders shall be limited to: matters specified in a
notice of meeting given by, or at the direction of, the Board; in the case of a
special meeting, matters properly designated in a valid and timely request by
one or more stockholders for the calling of the meeting; in the case of an
Annual Meeting, matters otherwise properly brought before the meeting by a
stockholder who has given due notice of such matter to the Board in accordance
with the requirements of Section 3.8 below; and any other matters properly
brought before the meeting by, or at the direction of, the Board (or a duly
authorized committee thereof). The chairman of the meeting shall have authority
to rule out of order any proposed item of business or Director nomination that
is not a proper matter for stockholder action at the meeting, whether due to
defects in notice or otherwise. The secretary of the meeting shall keep a
record of all actions taken by the stockholders at the meeting. Minutes of the
meeting shall thereafter be filed with the Clerk as part of the corporate
records.

Section 3.8 - Advance Notice of Stockholder Proposals at Annual Meetings

A stockholder who wishes to propose a matter for action by the stockholders at
any Annual Meeting ("proponent") must give the Board of Directors proper and
timely notice that satisfies the following conditions:

(1) The notice must set forth in writing (i) the name and address of the
proponent, (ii) a representation that the proponent is a stockholder of record
of the Company, (iii) a fair description of the proposal or, if the proposal
relates to the nomination of one or more candidates for election as Directors,
the name, address and business background of each such candidate, (iv) any
significant personal or pecuniary interest (whether direct or indirect) of the
proponent in such matter or, if the proposal relates to the nomination of one
or more candidates for election as Directors, any arrangement or relationship
between the proponent and each such candidate and (v) such other  information
regarding the proponent and the proposal as the proxy rules of the United
States Securities and Exchange Commission or any successor commission or other
governmental agency thereto (the "SEC") would require in a proxy statement for
a contested solicitation of proxies.

(2) The notice must be addressed to the Clerk and received at the Company's
principal office not fewer than 90 days nor more than 135 days before the date
(the "anniversary date") that falls one year after the immediately preceding
Annual Meeting; and provided further that if the Annual Meeting is held more
than 30 days before or after the anniversary date, then notice shall be deemed
to be timely if received at the Company's principal office not later than 10
days after the Company first announces publicly the intended date of the
meeting, through a press release, SEC filing or otherwise.

Upon receipt of such notice, the Clerk shall forward a copy thereof to the
Board, which may consider whether to endorse the proposal or, as the case may
be, the proposed candidate(s). If the proposal is otherwise a proper matter for
stockholder action, a proponent who has satisfied the foregoing notice
requirements shall thereafter be entitled at the next Annual Meeting to
introduce the proposal or, as the case may be, place in nomination the
candidate(s) so described, regardless of whether the Board has chosen to
endorse the proposal or candidate(s). Nothing contained herein shall relieve
any person from obligations imposed under the proxy rules of the SEC or shall
obligate the Company to give notice, or include in its proxy statement a
description, of any stockholder proposal.


ARTICLE IV
Board of Directors

Section 4.1 - Management of Company

Subject to other provisions of these Bylaws, the business and affairs of the
Company shall be managed by its Board of Directors (the "Board").  Each
Director shall hold office for the duration of his term and until his successor
shall have been elected and qualified or until his earlier resignation, death
or incapacity.

Section 4.2 - Number, Residence, Election, Qualifying Shares

The Board of Directors shall consist of not fewer than five (5) or more than
twenty five (25) persons as determined by the Board prior to each Annual
Meeting.  No decrease in the number of Directors shall have the effect of
shortening the term of an incumbent Director.  At the organizational meeting of
the Company, one third, as nearly as may be, of the total number of Directors
shall be elected for a term of three years, one third, as nearly as may be,
shall be elected for a term of two years and one third, as nearly as may be,
shall be elected for a term of one year.  Thereafter, at each Annual Meeting
the stockholders shall elect one third of the total number of Directors, as
nearly as may be, for a term of three years and, if necessary, shall fill any
vacancies in the delegations not subject to election at that meeting.  No
person shall be eligible to serve as a Director unless he or she is the actual
and beneficial owner of shares of common stock of the Company with an aggregate
fair market value of $15,000.  Determination of the value may be based on the
value of the stock on the date it was purchased or on the date the person
became a Director, whichever value is greater.  Qualifying shares may not be
encumbered.

Section 4.3 - Changes in the Number of Directors

Within the limits permitted by these Bylaws, the Board of Directors shall have
the power, by resolution, to increase the number of Directors between Annual
Meetings by not more than two members.  An increase in the number of Directors,
other than at the Annual Meeting, shall have the effect of creating a vacancy
or vacancies which may be filled by the Board, with the person or persons
elected to fill such vacancy or vacancies to hold office until the next Annual
Meeting.

Section 4.4 - Director's Oath

Upon election or re-election, and at least annually, the Directors shall be
sworn to the proper discharge of their duties and each shall take an oath that
his qualifying shares are unencumbered and that such shares will remain
unencumbered during his/her term of office.

Section 4.5 - Maximum Age

No person shall be eligible to serve as a Director beyond December 31 in the
year that he/she turns seventy (70) years of age.

Section 4.6 - Executive Committee

The Board of Directors, by a resolution adopted by a majority of the Directors
then in office, may elect from the Board an executive committee (the "Executive
Committee") of not fewer than three (3) or more than seven (7) members, one of
whom shall be the President.    The Executive Committee shall have the powers
of the Board in regard to the operations of the business of the Company, which
powers shall be exercised at all times when the Board is not in session,
subject always to any specific vote of the Board and limitations imposed by the
Maine Business Corporation Act.  A majority of the members of the Executive
Committee shall constitute a quorum at any meeting thereof.

At the time the Executive Committee is elected, the Board may designate from
among its members one or more alternate members of the Executive Committee and
may specify their order of preference.  Each alternate member may attend all
meetings of the Committee but shall be without vote unless one or more of the
regularly designated members of the Committee fails to attend the meeting.  In
the absence of one or more of the regular members of the Committee, such
alternate member or members may be counted toward a quorum and may vote as
though they were regular members of the Committee.  In the event that there are
more alternate members of the Committee present than there are absent regular
members of the Committee, the alternate members shall have the right to vote in
the order of preference specified by the Board of Directors in designating them
or, if no order of preference was specified, in the order of their appointment
or their listing in a single appointment.

Section 4.7 - Meetings of Directors

The Board shall hold regular meetings at least quarterly at a time and place
designated by the Board.  Special meetings of the Board may be called, on at
least twenty-four (24) hours' notice, by the President, the Chairman of the
Board, or any three Directors.  Notice may be given by telephone, fax, mail, e-
mail, or other commercially reasonable means and shall be effective upon actual
receipt or, in the case of notice sent by U.S. mail addressed to the Director's
residence or usual place of business, shall be deemed effective two (2)
business days after mailing, regardless of when actually received.

Section 4.8 - Quorum

At any regular or special meeting of the Board of Directors, a quorum shall
consist of not less than a majority of the Board, but less than a quorum shall
have power to adjourn from time to time, until the next duly called meeting.

Section 4.9 - Vacancies in Board

Vacancies in the Board, whether created by resignation, by death or by
enlargement of the Board, may be filled by vote of a majority of the remaining
Directors at any meeting of the Board.  Any person elected to fill a vacancy
created by resignation or death shall hold office for the remainder of the term
of the director whom he succeeds; any person elected to fill a vacancy created
by enlargement of the Board shall hold office until the next Annual Meeting and
until his successor has been duly elected and qualified.

Vacancies in the Executive Committee may be filled by majority vote of the
Board of Directors from its own membership at any meeting of the Board, and any
person so chosen shall hold office until the next Annual Meeting and until his
successor has been duly elected and qualified.

Section 4.10 - Meetings by Telephone

Members of the Board may participate in a meeting through use of a conference
telephone or similar communications equipment, so long as all Directors
participating in such meeting can hear each other.  Participation in a meeting
pursuant to this paragraph constitutes presence in person at such meeting.

Section 4.11 - Compensation of Directors

Directors shall receive such reasonable compensation for meetings actually
attended as from time to time shall be determined by the Board, and Directors
may be reimbursed for reasonable expenses actually incurred while engaged in
the business of the Company.

Section 4.12 - Annual Meeting of Directors

A meeting of the Board of Directors (the Annual Meeting of Directors) shall be
held immediately following the Annual Meeting and no notice of such meeting
shall be necessary in order legally to constitute the meeting, provided a
majority of the whole Board shall be present.  At the Annual Meeting of
Directors, the Directors shall elect officers for the ensuing year.
Section 4.13 - Additional Committees

The Board of Directors, by a resolution adopted by a majority of the Directors
then in office, may designate from among its members additional committees,
each consisting of two or more Directors, and may delegate to such committee or
committees any part or all of the authority of the Board of Directors, except
as otherwise limited by the Maine Business Corporation Act.


ARTICLE V
OFFICERS

Section 5.1 - Offices to be Filled, Election, Oath, Compensation, Vacancies,
Bonds

At the Annual Meeting of Directors, the Board shall elect a President (who
shall be a member of the Board of Directors), a Treasurer and a Clerk.  In
addition, the Board may appoint one or more Vice Presidents (one of whom may be
designated as Executive Vice President), one or more Assistant Treasurers, a
Secretary and such other officers as the Board may from time to time determine.
The Board shall elect from its own membership a Chairman of the Board to serve
for a term of four years, plus any portion of a year resulting from an
appointment occurring after the date of the annual meeting of the Board of
Directors; provided, however, that no individual may serve as Chair for more
than two consecutive terms.  The officers shall exercise such powers as may be
authorized by the Board or by the Executive Committee, to the extent the same
are not in conflict with the specific powers hereinafter authorized.

Compensation of officers shall be fixed by the Board.  If any office becomes
vacant, the Board may immediately fill the same.  The President, the Treasurer
and the Secretary shall hold office at the pleasure of the Board.  Other
officers, except the Clerk shall hold office at the pleasure of the President.
The Clerk shall hold office until removed by the Board in accordance with law.

The Board may require security for the fidelity and faithful performance of
duties of its officers, employees and agents in such amount as the Board shall
deem necessary or advisable.

Section 5.2 - President

The President shall be the chief executive officer, shall preside at all
meetings of the stockholders and, in the absence of the Chairman, at meetings
of the Board of Directors and shall discharge such other duties as the Board
shall determine.  He shall be a member of the Executive Committee.  Unless the
Board directs otherwise, he shall have the power to exercise the Company's
voting rights with respect to the common stock of its subsidiaries.

Subject to the direction of the Board, the President shall at all times
exercise such general authority, direction and supervision over all of the
affairs of the Company as its interest and security may require.  In all cases
where the duties of the subordinate officers and agents of the Company are not
specifically prescribed by the Bylaws or by resolution of the Board, such
subordinate officers and agents shall perform their duties under the direction
of the President or his designee.

In the case of the death, absence or disability of the Clerk, Secretary or
Treasurer, the President may exercise such of their powers as are not
inconsistent with these Bylaws.  He shall perform such other duties as may be
provided in the Bylaws or as may be assigned to him from time to time by the
Board of Directors.


Section 5.3 - Executive Vice President

The Board may (but shall not be required to) elect an Executive Vice President
who shall perform such duties as may be specifically designated by the
President or by the Board and who, in the case of death, absence or disability
of the President, shall exercise the powers and discharge the duties of the
President.

Section 5.4 - Vice Presidents

The Board may from time to time elect one or more additional Vice Presidents
who shall perform such duties as may be assigned to them from time to time by
the President, or in his absence, by the Board or by the Executive Vice
President, if any.  In the case of death, absence or disability of the
President, and in the absence of an Executive Vice President, the Board shall
appoint a Vice President to act in the President's stead.

Section 5.5 - Treasurer, Assistant Treasurer

The Treasurer shall have the custody of all monies and securities of the
Company and shall keep regular and proper books of accounts as directed by the
Board or any relevant committee thereof.  He shall have power to endorse all
checks, drafts, notes and orders for money which may be payable to the Company
or its order and shall disburse funds of the Company in payment of just demands
against the Company or as may be ordered by the Board, taking proper vouchers
for such disbursements, and shall render to the Board from time to time as may
be required of him an account of all of his transactions as Treasurer and of
the financial condition of the Company.  He shall perform all duties incident
to his office or which properly are required of him by the Board.

The Assistant Treasurers, in order of seniority in office, unless otherwise
directed by the President, shall have and may exercise all of the powers of the
Treasurer in his absence, and they may also exercise such additional powers as
may be specifically designated by the Treasurer or by the Executive Committee.

Section 5.6 - Clerk

The Clerk shall record or cause to be recorded the proceedings and actions of
all meetings of the stockholders and shall give or cause to be given all
notices required by these Bylaws, by law or by action of the Board for which no
other provision is made.

The Clerk shall have the custody of the seal of the Company and shall have the
power to affix the same to certificates of stock and to other documents and
instruments, the execution of which in the name of the Company may be required.

The Clerk shall be a resident of the State of Maine and if he/she dies, becomes
incapacitated, resigns or is otherwise unable to perform his/her duties, the
Board shall promptly appoint another Clerk who shall execute and file, in the
office of the Secretary of State a written statement of his appointment.

Section 5.7 - Secretary

The Secretary shall record or cause to be recorded the proceedings and actions
of all meetings of the Board of Directors and the Executive Committee and shall
perform such other duties as may be assigned by the Board.

ARTICLE VI
Business Combinations

Deleted by requisite vote of shareholders  at the Annual Shareholder Meeting
held April 30, 1996.

ARTICLE VII
Indemnification and Insurance

Section 7.1 - Indemnification

The Company shall in all cases indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he/she is or was a Director, officer, employee or
agent of the Company, or is or was serving at the request of the Company 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; provided
that no indemnification shall be provided for any person with respect to any
matter as to which he/she shall have been finally adjudicated in any action,
suit or proceeding not to have acted in good faith in the reasonable belief
that his/her action was in the best interests of the Company or, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order or conviction adverse to such person, or by settlement or plea
of nolo contendere or its equivalent, shall not of itself create a presumption
that such persons did not act in good faith in the reasonable belief that
his/her action was in the best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

Section 7.2 - Authorization

Any indemnification under Section 7.1, unless ordered by a court or required by
the Bylaws, shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the Director, officer,
employee or agent is proper in the circumstances because he/she has met the
applicable standard of conduct set forth in Section 7.1.  Such determination
shall be made by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested Directors so directs, by independent legal counsel in
written opinion, or by the shareholders.  Such a determination, once made by
the Board of Directors may not be revoked by the Board of Directors, and upon
the making of such determination by the Board of Directors, the Director,
officer, employee or agent may enforce the indemnification against the Company
by a separate action notwithstanding any attempted or actual subsequent action
by the Board.

Section 7.3 - Advancement of Expenses

Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Company in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the manner
provided in Subsection 7.2 upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company
as authorized in this section.

Section 7.4 - Nonexclusively of Rights

The indemnification provided by this section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders of disinterested Directors or otherwise, both
as to action in his/her official capacity 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, officer, employee or agent and shall insure to the benefit of
the heirs, executors and administrators of such a person.  A right to
indemnification required by these Bylaws may be enforced by a separate action
against the Company, if an order for indemnification has not been entered by a
court in any action, suit or proceeding with respect to which indemnification
is sought.

Section 7.5 - Insurance

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

ARTICLE VIII

Books, Accounts And Records

Section 8.1 - Retention And Location

The books, accounts and records of the Company, except as may otherwise be
required by the laws of the State of Maine, shall be kept at the principal or
registered office of the Company or at such other place or places as the Board
of Directors may from time to time designate.

Section 8.2 - Inspection By Stockholders

No stockholder as such shall have any right to inspect any account or book or
document of the Company, except as such right may be conferred by law.

Each request by a stockholder for inspection of books and records shall be made
in writing. Except as the Maine Business Corporation Act or the Board or the
President may otherwise provide, each such written request must:

(i) describe with reasonable particularity both the stockholder's purpose and
the records he or she desires to inspect;

(ii) affirm that the stockholder is making this request in good faith and that
the stockholder (including any agents or attorneys through whom he or she
conducts such inspection) shall not make any use of the records except for the
particular purpose set forth in such request; and

(iii) contain an undertaking by the stockholder (x) to preserve the
confidentiality of any nonpublic financial information or other competitively
sensitive information about the Company or its business; (y) to pay the
Company's reasonable costs in making any of the requested records available for
inspection by the stockholder or his or her duly designated agents or
attorneys, and (z) in the event of any breach by the stockholder or his or her
agents or attorneys, to indemnify the Company against its reasonable costs of
enforcing any restrictions on use of the requested records.

As a condition to disclosure of any nonpublic financial information or other
competitively sensitive information, and as a condition to disclosure of
personal information about stockholders, creditors, directors, officers or
employees of the Company, the Board or the President may require the
stockholder and his or her agents or attorneys to execute a confidentiality
agreement containing provisions reasonably intended, in light of the stated
scope and purpose of the requested inspection, to preserve the confidentiality
of such information.

ARTICLE IX
Amendment of Bylaws

Section 9.1 - Amendment of Bylaws

Except as otherwise expressly provided by the Articles of Incorporation or
Bylaws, these Bylaws may be amended by the Board or Directors.