EXHIBIT 3.1

                    HAVEN BANCORP, INC.

                          BYLAWS

ARTICLE I - STOCKHOLDERS

Section 1.  Annual Meeting.

An annual meeting of the stockholders, for the election of
Directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before
the meeting, shall be held at such place, on such date, and at
such time as the Board of Directors shall each year fix, which
date shall be within thirteen (13) months subsequent to the later
of the date of incorporation or the last annual meeting of
stockholders.

Section 2.  Special Meetings.

Subject to the rights of the holders of any class or series of
preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called only by the Board
of Directors pursuant to a resolution adopted by a majority of
the total number of Directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter
the "Whole Board").

Section 3.  Notice of Meetings.

Written notice of the place, date, and time of all meetings of
the stockholders shall be given, not less than ten (10) nor more
than sixty (60) days before the date on which the meeting is to
be held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting 

was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of
the adjourned meeting shall be given in conformity herewith.  At
any adjourned meeting, any business may be transacted which might
have been transacted at the original meeting.

Section 4.  Quorum.

At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy (after giving effect to the
provisions of Article FOURTH of the Corporation's Certificate of
Incorporation), shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger
number may be required by law.  Where a separate vote by a class
or classes is required, a majority of the shares of such class or
classes present in person or represented by proxy (after giving
effect to the provisions of Article FOURTH of the Corporation's
Certificate of Incorporation) shall constitute a quorum entitled
to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock
entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is
sent to all stockholders entitled to vote thereat, stating that
it will be held with those present in person or by proxy
constituting a quorum, then except as otherwise required by law,
those present in person or by proxy at such adjourned meeting
shall constitute a quorum, and all matters shall be determined by
a majority of the votes cast at such meeting.

Section 5.  Organization.

Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chairman of the Board of the
Corporation or, in his or her absence, such person as may be
chosen by the holders of a majority of the 


shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders 
and act as chairman of the meeting.  In the absence of the
Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman appoints.

Section 6.  Conduct of Business.

(a)  The chairman of any meeting of stockholders shall determine
the order of business and the procedures at the meeting,
including such regulation of the manner of voting and the conduct
of discussion as seem to him or her in order.  The date and time
of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be
announced at the meeting.

(b)  At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the Corporation who is entitled to
vote with respect thereto and who complies with the notice
procedures set forth in this Section 6(b).  For business to be
properly brought before an annual meeting by a stockholder, the
business must relate to a proper subject matter for stockholder
action and the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered or mailed to and received
at the principal executive offices of the Corporation not less
than ninety (90) days prior to the date of the annual meeting;
provided, however, that in the event that less than one hundred
(100) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the
close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such
public disclosure was made.  A stockholder's notice to the
Secretary shall set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the
Corporation's capital stock that 

are beneficially owned by such stockholder and (iv) any material
interest of such stockholder in such business. 
Notwithstanding anything in these Bylaws to the contrary, no
business shall be brought before or conducted at an annual
meeting except in accordance with the provisions of this Section
6(b).  The Officer of the Corporation or other person presiding
over the annual meeting shall, if the facts so warrant, determine
and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this
Section 6(b) and, if he or she should so determine, he or she
shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall
not be transacted.

At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting
by or at the direction of the Board of Directors.

(c)  Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible for the
election as Directors.  Nominations of persons for election to
the Board of Directors of the Corporation may be made at a
meeting of stockholders at which directors are to be elected only
(i) by or at the direction of the Board of Directors or (ii) by
any stockholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the notice
procedures set forth in this Section 6(c).  For a nomination to
be brought properly before the meeting, other than those made by
or at the direction of the Board of Directors, a stockholder must
have made timely notice of the proposed nomination in writing to
the Secretary of the Corporation.  To be timely, a stockholder's
notice shall be delivered or mailed to and received at the
principal executive offices of the Corporation not less than
ninety (90) days prior to the date of the meeting; provided,
however, that in the event that less than one hundred (100) days'
notice or prior disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made.  Such
stockholder's notice to the Secretary shall set forth (i) as to
each person whom such stockholder proposes 

to nominate for election or re-election as a Director, all
information relating to such person that is required to be 
disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice (a) the name and
address, as they appear on the Corporation's books, of such
stockholder and (b) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder.  At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director
shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee.  No person shall be
eligible for election as a Director of the Corporation unless
nominated in accordance with the provisions of this Section 6(c). 
The Officer of the Corporation or other person presiding at the
meeting shall, if the facts so warrant, determine that a
nomination was not made in accordance with such provisions and,
if he or she shall so determine, he or she shall so declare to
the meeting and the defective nomination shall be disregarded.

Section 7.  Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument
in writing filed in accordance with the procedure established for
the meeting.  Any facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to
this paragraph may be substituted or used in lieu of the original
writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that
such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing
or transmission.

All voting, including on the election of Directors but excepting
where otherwise required by law or by the governing documents of
the Corporation, may be made by a voice vote; provided, however,
that upon demand therefor by 

a stockholder entitled to vote or his or her proxy, a stock vote
shall be taken.  Every stock vote shall be taken by ballot, each
of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the
procedures established for the meeting.  The Corporation shall,
in advance of any meeting of stockholder, appoint one or more
inspectors to act at the meeting and make a written report
thereof.  The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. 
If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting.  Each inspector,
before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of
his or her ability.

All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters
shall be determined by a majority of the votes cast.

Section 8.  Stock List.

A complete list of stockholders entitled to vote at any meeting
of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the
number of shares registered in his or her name, shall be open to
the examination of any such stockholder, for any purpose germane
to the meeting, during ordinary business hours for a period of at
least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to the
examination of any such stockholder who is present.  This list
shall presumptively determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by
each of them.




Section 9.  Consent of Stockholders in Lieu of Meeting.

Subject to the rights of the holders of any class of series of
preferred stock of the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation must
be effected at an annual or special meeting of stockholders of
the Corporation and may not be effected by any consent in writing
by such stockholders.

ARTICLE II - BOARD OF DIRECTORS

Section 1.  General Powers, Number and Term of Office.

The business and affairs of the Corporation shall be under the
direction of its Board of Directors.  The number of Directors who
shall constitute the Whole Board shall be such number as the
Board of Directors shall from time to time have designated except
in the absence of such designation shall be seven.  The Board of
Directors shall annually elect a Chairman of the Board from among
its members who shall, when present, preside at its meetings.

The Directors, other than those who may be elected by the holders
of any class or series of Preferred Stock, shall be divided, with
respect to the time for which they severally hold office, into
three classes, with the term of office of the first class to
expire at the first annual meeting of stockholders, the term of
office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the
third class to expire at the annual meeting of stockholders two
years thereafter, with each Director to hold office until his or
her successor shall have been duly elected and qualified.  At
each annual meeting of stockholders, Directors elected to succeed
those Directors whose terms then expire shall be elected for a
term of office to expire at the third succeeding annual meeting
of stockholders after their election, with each Director to hold
office until his or her successor shall have been duly elected
and qualified.

Section 2.  Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any class or series of
Preferred Stock, and unless the Board of Directors otherwise
determines, newly created directorships resulting from any
increase in the authorized number of directors or 

any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause may be filled only by a majority vote of the
Directors then in office, though less than a quorum, and
Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the
class to which they have been elected expires and until such
Director's successor shall have been duly elected and qualified. 
No decrease in the number of authorized directors constituting
the Board shall shorten the term of any incumbent Director.

Section 3.  Regular Meetings.

Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times
as shall have been established by the Board of Directors and
publicized among all Directors.  A notice of each regular meeting
shall not be required.

Section 4.  Special Meetings.

Special meetings of the Board of Directors may be called by one-
third (1/3) of the Directors then in office (rounded up to the
nearest whole number), by the Chairman of the Board or the
President and shall be held at such place, on such date, and at
such time as they, or he or she, shall fix.  Notice of the place,
date, and time of each such special meeting shall be given each
Director by whom it is not waived by mailing written notice not
less than five (5) days before the meeting or by telegraphing or
telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting.  Unless otherwise
indicated in the notice thereof, any and all business may be
transacted at a special meeting.

Section 5.  Quorum.

At any meeting of the Board of Directors, a majority of the Whole
Board shall constitute a quorum for all purposes.  If a quorum
shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date, or time, without
further notice or waiver thereof.




Section 6.  Participation in Meetings by Conference Telephone.

Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of such Board or committee by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other and such participation shall constitute presence in
person at such meeting.

Section 7.  Conduct of Business.

At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to
time determine, and all matters shall be determined by the vote
of a majority of the Directors present, except as otherwise
provided herein or required by law.  Action may be taken by the
Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.

Section 8.  Powers.

The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:

(1)  To declare dividends from time to time in accordance with
law;

(2)  To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

(3)  To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;

(4)  To remove any Officer of the Corporation with or without
cause, and from time to time to devolve the powers 


and duties of any Officer upon any other person for the time
being;

(5)  To confer upon any Officer of the Corporation the power to
appoint, remove and suspend subordinate Officers, employees and
agents;

(6)  To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for Directors,
Officers, employees and agents of the Corporation and its
subsidiaries as it may determine;

(7)  To adopt from time to time such insurance, retirement, and
other benefit plans for Directors, Officers, employees and agents
of the Corporation and its subsidiaries as it may determine; and,

(8)  To adopt from time to time regulations, not inconsistent
with these Bylaws, for the management of the Corporation's
business and affairs.

Section 9.  Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their
services as Directors, including, without limitation, their
services as members of committees of the Board of Directors.

ARTICLE III - COMMITTEES

Section 1.  Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the Board of
Directors, may from time to time designate committees of the
Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall,
for these committees and any others provided for herein, elect a
Director or Directors to serve as the member or members,
designating, if it desires, other Directors as alternate members
who may replace any absent or disqualified member at any meeting
of the committee.  Any committee so designated may exercise the
power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to 

Section 253 of the Delaware General Corporation Law if the
resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide.  In the
absence or disqualification of any member of any committee and
any alternate member in his or her place, the member or members
of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may
by unanimous vote appoint another member of the Board of
Directors to act at the meeting in the place of the absent or
disqualified member.

Section 2.  Conduct of Business.

Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith,
except as otherwise provided herein or required by law.  Adequate
provision shall be made for notice to members of all meetings;
one-third (1/3) of the members shall constitute a quorum unless
the committee shall consist of one (1) or two (2) members, in
which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members
present.  Action may be taken by any committee without a meeting
if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings
of such committee.

Section 3.  Nominating Committee.

The Board of Directors shall appoint a Nominating Committee of
the Board, consisting of not less than three (3) members.  The
Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a
stockholder of the Corporation pursuant to Section 6(c) (ii) of
Article I of these By-laws to determine compliance with such By-
law and (b) to recommend to the Whole Board nominees for election
to the Board of Directors to replace those Directors whose terms
expire at the annual meeting of stockholders next ensuing.

ARTICLE IV - OFFICERS

Section 1.  Generally.

(a) The Board of Directors as soon as may be practicable after
the annual meeting of stockholders shall choose a 

Chairman of the Board, a Chief Executive Officer and President,
one or more Vice Presidents, a Secretary and a Treasurer and from
time to time may choose such other officers as it may deem
proper.  The Chairman of the Board shall be chosen from among the
Directors.  Any number of offices may be held by the same person.

(b) The term of office of all Officers shall be until the next
annual election of Officers and until their respective successors
are chosen but any Officer may be removed from office at any time
by the affirmative vote of a majority of the authorized number of
Directors then constituting the Board of Directors.

(c) All Officers chosen by the Board of Directors shall have such
powers and duties as generally pertain to their respective
Offices, subject to the specific provisions of this ARTICLE IV. 
Such officers shall also have such powers and duties as from time
to time may be conferred by the Board of Directors or by any
committee thereof.

Section 2.  Chairman of the Board of Directors.

The Chairman of the Board shall, subject to the provisions of
these Bylaws and to the direction of the Board of Directors,
serve in general executive capacity and unless the Board has
designated another person, when present, shall preside at all
meetings of the stockholders of the Corporation.  The Chairman of
the Board shall perform all duties and have all powers which are
commonly incident to the office of Chairman of the Board or which
are delegated to him or her by the Board of Directors.  He or she
shall have power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized.

Section 3.  President and Chief Executive Officer.

The President and Chief Executive Officer (the "President") shall
have general responsibility for the management and control of the
business and affairs of the Corporation and shall perform all
duties and have all powers which are commonly incident to the
offices of President and Chief Executive Officer or which are
delegated to him or her by the Board of Directors.  Subject to
the direction of the Board of Directors, the President shall have
power to sign all stock certificates, contracts and other
instruments of 

the Corporation which are authorized and shall have general
supervision of all of the other Officers (other than the Chairman
of the Board), employees and agents of the Corporation.

Section 4.  Vice President.

The Vice President or Vice Presidents shall perform the duties of
the President in his or her absence or during his or her
disability to act.  In addition, the Vice Presidents shall
perform the duties and exercise the powers usually incident to
their respective offices and/or such other duties and powers as
may be properly assigned to them by the Board of Directors, the
Chairman of the Board or the President.  A Vice President or Vice
Presidents may be designated as Executive Vice President, Senior
Vice President or First Vice President

Section 5.  Secretary.

The Secretary or Assistant Secretary shall issue notices of
meetings, shall keep their minutes, shall have charge of the seal
and the corporate books, shall perform such other duties and
exercise such other powers as are usually incident to such office
and/or such other duties and powers as are properly assigned
thereto by the Board of Directors, the Chairman of the Board or
the President.  Subject to the direction of the Board of
Directors, the Secretary shall have the power to sign all stock
certificates.

Section 6.  Chief Financial Officer.

The Chief Financial Officer shall have the responsibility for
maintaining the financial records of the Corporation.  He or she
shall make such disbursements of the funds of the Corporation as
are authorized and shall render from time to time an account of
all such transactions and of the financial condition of the
Corporation.  The Chief Financial Officer shall also perform such
other duties as the Board of Directors, the Chairman of the Board
or the President may from time to time prescribe.  Subject to the
direction of the Board of Directors, the Chief Financial Officer
shall have the power to sign all stock certificates.



Section 7.  Treasurer.

The Treasurer shall assist the Chief Financial Officer.  The
Treasurer shall also perform such other duties as the Board of
Directors, the Chairman of the Board or the President may from
time to time prescribe.

Section 8.  Comptroller

The Comptroller shall assist the Chief Financial Officer.  The
Comptroller shall also perform such other duties as the Board of
Directors, the Chairman of the Board or the President may from
time to time prescribe.

Section 9.  Assistant Secretaries and Other Officers.

The Board of Directors may appoint one or more Assistant
Secretaries and such other Officers who shall have such powers
and shall perform such duties as are provided in these Bylaws or
as may be assigned to them by the Board of Directors, the
Chairman of the Board or the President.
Section 10.  Action with Respect to Securities of Other
            Corporations.

Unless otherwise directed by the Board of Directors, the
President or any Officer of the Corporation authorized by the
President shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of
any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its
ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1.  Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the Chairman of the Board or
the President, and by the Secretary or an Assistant Secretary, or
any Treasurer or Assistant Treasurer, certifying the number of
shares owned by him or 


her.  Any or all of the signatures on the certificate may be by
facsimile.

Section 2.  Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the
Corporation.  Except where a certificate is issued in accordance
with Section 4 of Article V of these Bylaws, an outstanding
certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued
therefor.

Section 3.  Record Date.

In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders,
or to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the
resolution fixing the record date is adopted and which record
date shall not be more than sixty (60) nor less than ten (10)
days before the date of any meeting of stockholders, nor more
than sixty (60) days prior to the time for such other action as
hereinbefore described; provided, however, that if no record date
is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the next day preceding the
day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other
distribution or allotment or rights or to exercise any rights of
change, conversion or exchange of stock or for any other purpose,
the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating
thereto.

A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, 

that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 4.  Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate
of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Section 5.  Regulations.

The issue, transfer, conversion and registration of certificates
of stock shall be governed by such other regulations as the Board
of Directors may establish.

ARTICLE VI - NOTICES.

Section 1.  Notices.

Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder,
Director, Officer, employee or agent shall be in writing and may
in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or
mailgram or other courier.  Any such notice shall be addressed to
such stockholder, Director, Officer, employee or agent at his or
her last known address as the same appears on the books of the
Corporation.  The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by
telegram or mailgram or other courier, shall be the time of the
giving of the notice.

Section 2.  Waivers.

A written waiver of any notice, signed by a stockholder,
Director, Officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be
deemed equivalent to the notice required to be given to such
stockholder, Director, Officer, employee or agent.  Neither the
business nor the purpose of any meeting need to specified in such
a waiver.

ARTICLE VII - MISCELLANEOUS

Section 1.  Facsimile Signatures.

In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile
signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a
committee thereof.

Section 2.  Corporate Seal.

The Board of Directors may provide a suitable seal, containing
the name of the Corporation, which seal shall be in the charge of
the Secretary.  If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and
used by the Treasurer or by an Assistant Secretary or an
assistant to the Treasurer.

Section 3.  Reliance Upon Books, Reports and Records.

Each Director, each member of any committee designated by the
Board of Directors, and each Officer of the Corporation shall, in
the performance of his or her duties, be fully protected in
relying in good faith upon the books of account or other records
of the Corporation and upon such information, opinions, reports
or statements presented to the Corporation by any of its Officers
or employees, or committees of the Board of Directors so
designated, or by any other person as to matters which such
Director or committee member reasonably believes are within such
other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Corporation.

Section 4.  Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the Board
of Directors.

Section 5.  Time Periods.

In applying any provision of these Bylaws which requires that an
act be done or not be done a specified number of days prior to an
event or that an act be done during a period of a specified
number of days prior to an event, 

calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

ARTICLE VIII - AMENDMENTS.

The Board of Directors may amend, alter or repeal these Bylaws at
any meeting of the Board, provided notice of the proposed change
was given not less than two days prior to the meeting.  The
stockholders shall also have power to amend, alter or repeal
these Bylaws at any meeting of stockholders provided notice of
the proposed change was given in the notice of the meeting;
provided, however, that, notwithstanding any other provisions of
the Bylaws or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any affirmative vote
of the holders of any particular class or series of the voting
stock required by law, the Certificate of Incorporation, any
Preferred Stock Designation or these Bylaws, the affirmative
votes of the holders of at least 80% of the voting power of all
the then-outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal
any provisions of these Bylaws.

The above Bylaws are effective as of March 24, 1993, the date of
incorporation of Haven Bancorp, Inc. and incorporates all
amendments through April 21, 1999.