BYLAWS

                                       OF

                               HAVEN CREST, INC.





                                    ARTICLE I

                                     OFFICES



                  Section 1. The registered office of the corporation shall be

at 1277 Country Club Road, Monongahela, Pennsylvania.



                  Section 2. The corporation may also have offices at such other

places as the Board of Directors may from time to time appoint or the business

of the corporation may require.



                                   ARTICLE II

                                      SEAL



                  Section 1. The corporate seal shall have inscribed thereon the

name of the corporation, the year of its organization and the words "Corporate

Seal, Pennsylvania".



                                   ARTICLE III

                              SHAREHOLDERS' MEETING



                  Section 1. Meetings of the shareholders shall be held at

office of the corporation at 1277 Country Club Road, Monongahela, Pennsylvania

or at such other place or places, either within or without the Commonwealth of

Pennsylvania, as may from time to time be selected.



                  Section 2. The annual meeting of the shareholders, shall be

the fourth week of March per Shareholder Action dated December 1, 1994. They

shall elect a Board of Directors, and transact such other business as may

properly be brought before the meeting. If the annual meeting the annual meeting

shall not be called and held within six months after the designated time, any

shareholder may call such meeting.



                  Section 3. The presence, in person or by proxy, of the holders

of a majority of the outstanding shares entitled to vote shall constitute a

quorum at all meetings of the shareholders except as otherwise provided by law,

by Articles of Incorporation or by these By-Laws. If however, such quorum shall

not be present at any meeting of the shareholders, those entitled to vote

thereat shall have power to adjourn the meeting from time to time, without

notice other than announcement at the meeting, until the requisite number of

shares shall be present. In the case of any meeting called for the election of

directors, adjournment or adjournments may be taken only from day to day, or for

such longer periods not exceeding fifteen days each, as the holders of a

majority of the shares present in person or by proxy shall direct, until such

directors have been elected, and those who attend the second of such adjourned

meetings, although less than a quorum, shall nevertheless constitute a quorum

for the purpose of electing directors.



                  Section 4. At each meeting of the shareholders every

shareholder having the right to vote shall be entitled to vote in person or by

proxy appointed by an instrument in writing



{PAGE}

subscribed by such shareholder and delivered to the Secretary at the meeting. No

unrevoked proxy shall be valid after eleven months from the date of its

execution, unless a longer time is expressly provided therein, but in no event

shall a proxy, unless coupled with an interest, be voted on after three years

from the date of its execution. In all elections for directors cumulative voting

shall be allowed. Upon demand made by a shareholder at any election for

directors before the voting begins, the election shall be by ballot. No share

shall be voted at any meeting upon which any installment is due and unpaid. The

original share ledger or transfer book, or a duplicate thereof kept in this

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