Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________

FORM T-1
_______________________

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS
TRUSTEE
_______________________

Check if an application to determine eligibility of
a Trustee pursuant to Section 305(b)(2) / /

MELLON BANK, F.S.B.
(Exact name of Trustee as specified in its charter)

13-3680276 U.S.
(I.R.S. Employer Identification No.) (Jurisdiction of incorporation)

MELLON BANK, F.S.B.
80 Route 4 East
Paramus, New Jersey 07652
(Address of Principal Executive Office)

ELAINE D. RENN
Vice President
MELLON BANK, N.A.
ONE MELLON BANK CENTER
PITTSBURGH, PENNSYLVANIA 15258-0001
(412) 234-4694
(Name, Address and Telephone Number of Agent for Service)
_______________________

ROYAL OAK MINES INC.
(Exact name of obligor as specified in its charter)
Information on a subsidiary guarantor is listed on Schedule I hereto

ONTARIO, CANADA
(State or Other Jurisdiction of Incorporation or Organization)

NONE
(I.R.S. Employer Identification No.)

5501 Lakeview Drive, Kirkland, WA 98033
(Address of Principal Executive Offices)

SERIES B 11% SENIOR SUBORDINATED NOTES DUE 2006
(Title of Indenture Securities)

1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE
--

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Office of Thrift Supervision Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

The obligor is not an affiliate of the trustee.

ITEMS 3-15 ARE NOT APPLICABLE SINCE THE OBLIGOR IS NOT IN DEFAULT ON SECURITIES
ISSUED UNDER INDENTURES UNDER WHICH THE APPLICANT IS TRUSTEE.

16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.

Exhibit 1 - A copy of the Trustee's Federal Stock Charter dated November
1, 1992; a copy of the Written Consent of Trustee's Sole
Stockholder dated August 23, 1994 amending Trustee's Federal
Stock Charter effective August 24, 1994.

Exhibit 2 - Copy of Office of Thrift Supervision Order No.: 92-427 dated
September 30, 1992 approving Trustee's application to convert
to a federal savings bank pursuant to Section 5(o) of the Home
Owners' Loan Act, 12 U.S.C. Sec. 1464(o); copy of Certificate of
Corporate Existence of Trustee isssued by the Office of Thrift
Supervision dated May 28, 1996.

Exhibit 3 - Copy of letter from Angelo A. Vigna, Regional Director, Office
of Thrift Supervision, dated October 11, 1995 authorizing
Trustee to exercise corporate trust powers in New Jersey; copy
of letter from Michael L. Simone, Assistant Director, Office of
Thrift Supervision, dated April 5, 1996 providing non-objection to
Trustee's exercise of corporate trust powers in Indiana,
Maine, Michigan, New York, Ohio, Washington and Wyoming.

Exhibit 4 - Copy of Trustee's By-Laws as amended August 3, 1993 and March
20, 1996.

Exhibit 5 - Not Applicable.

Exhibit 6 - Consent of the Trustee required by Section 321(b) dated July 8,
1996.

Exhibit 7 - Trustee's audited balance sheets as of December 31, 1994 and
December 31, 1995.

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, MELLON BANK, F.S.B., A FEDERAL SAVINGS BANK ORGANIZED AND EXISTING
UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS STATEMENT
OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ALL IN THE CITY OF PITTSBURGH, AND COMMONWEALTH OF PENNSYLVANIA, ON
THE 27TH DAY OF AUGUST, 1996.

MELLON BANK, F.S.B.
TRUSTEE

/s/ Elaine D. Renn
By:______________________
Elaine D. Renn
Vice President

SCHEDULE I
----------

ADDITIONAL OBLIGOR
------------------

The following subsidiary guarantor is a wholly owned subsidiary of Royal Oak
Mines Inc.

State or Other
Jurisdiction of IRS Employer
Incorporation or Identification
Name and Address Organization Number
- ----------------- ---------------- --------------

Kemess Mines Inc. Ontario, Canada None
Unit 9
3167 Tatlow Road
P. O. Box 3519
Smithers, British
Columbia VOJ 2N0
(614) 847-5667

EXHIBIT 1

THE DREYFUS SECURITY SAVINGS BANK, F.S.B.

WRITTEN CONSENT OF
SOLE STOCKHOLDER

The undersigned, being the holder of all the issued and outstanding capital
stock of THE DREYFUS SECURITY SAVINGS BANK, F.S.B. (the "Bank"), does hereby
adopt the following resolution by this its written consent, with full force and
effect as if adopted by vote at a duly constituted meeting:

RESOLVED, that effective August 24, 1994, the name of the Bank shall be
"Mellon Bank, F.S.B." and Section 1 of the Bank's Federal Stock Charter
shall be amended to read as follows:

Section 1. Corporate title. The full corporate title of the savings
bank is Mellon Bank, F.S.B.;

and be it further

RESOLVED, that the appropriate officers of the Bank, and any of them, be
and hereby are authorized and directed, on behalf of the Bank, to take such
actions as they may deem necessary or appropriate to effect the charter
amendment or otherwise carry out the intent of the foregoing resolution.

IN WITNESS WHEREOF, this consent has been executed as of the 23rd day of
August, 1994.

DREYFUS-LINCOLN, INC. (N.J.)

By: /s/ William V. Healy
--------------------
William V. Healy
Secretary

Charter No. 5707

FEDERAL STOCK CHARTER

Section 1. Corporate title. The full corporate title of the savings bank
is The Dreyfus Security Savings Bank, F.S.B.

Section 2. Office. The home office shall be located in Paramus, New
Jersey.

Section 3. Duration. The duration of the savings bank is perpetual.

Section 4. Purpose and powers. The purpose of the savings bank is to
pursue any or all of the lawful objectives of a Federal savings bank chartered
under section 5 of the Home Owners' Loan Act and to exercise all of the
express, implied, and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may be
hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision ("Office").

Section 5. Capital stock. The total number of shares of all classes of
the capital stock which the savings bank has the authority to issue is 10,000,
all of which shall be common stock of par value of $300 per share. The shares
may be issued from time to time as authorized by the board of directors without
the approval of its shareholders, except as otherwise provided in this section
5 or to the extent that such approval is required by governing law, rule, or
regulation. The consideration for the issuance of the shares shall be paid in
full before their issuance and shall not be less than the par value. Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares of the savings bank. The consideration for the
shares shall be cash, tangible or intangible property (to the extent direct
investment in such property would be permitted to the savings bank), labor, or
services actually performed for the savings bank, or any combination of the
foregoing. In the absence of actual fraud in the transaction, the value of
such property, labor, or services, as determined by the board of directors of
the savings bank, shall be conclusive. Upon payment of such consideration,
such shares shall be deemed to be fully paid and nonassessable. In the case of
a stock dividend, that part of the surplus of the savings bank which is
transferred to stated capital upon the issuance of shares as a share dividend
shall be deemed to be the consideration for their issuance.

No shares of common stock (including shares issuable upon conversion,
exchange, or exercise of other securities) shall be issued, directly or
indirectly, to officers, directors, or controlling persons of the savings bank
other than as part of a general public offering or as qualifying shares to a
director, unless the issuance or the plan under which they would be issued has
been approved by a majority of the total votes eligible to be cast at a legal
meeting.

7
The holders of the common stock shall exclusively possess all voting
power. Each holder of shares of common stock shall be entitled to one vote for
each share held by such holder, except as to the cumulation of votes for the
election of directors. Subject to any provision for a liquidation account, in
the event of any liquidation, dissolution, or winding up of the savings bank,
the holders of the common stock shall be entitled, after payment or provision
for payment of all debts and liabilities of the savings bank, to receive the
remaining assets of the savings bank available for distribution, in cash or in
kind. Each share of common stock shall have the same relative rights as and be
identical in all respects with the other shares of common stock.

Section 6. Preemptive rights. Holders of the capital stock of the
savings bank shall not be entitled to preemptive rights with respect to any
shares of the savings bank which may be issued.

Section 7. Directors. The savings bank shall be under the direction of a
board of directors. The authorized number of directors, as stated in the
savings bank's bylaws, shall not be fewer than seven nor more than fifteen
except when a greater number is approved by the Director of the Office.

Section 8. Amendment of charter. Except as provided in section 5, no
amendment, addition, alteration, change or repeal of this charter shall be
made, unless such is first proposed by the board of directors of the savings
bank, then preliminarily approved by the Office, which preliminary approval may
be granted by the Office pursuant to regulations specifying preapproved charter
amendments, and thereafter approved by the shareholders by a majority of the
total votes eligible to be cast at a legal meeting. Any amendment, addition,
alteration, change, or repeal so acted upon shall be effective upon filing with
the Office in accordance with regulatory procedures or on such other date as
the Office may specify in its preliminary approval.

Attest: /s/ Joni L. Charatan
-----------------------------
Joni L. Charatan
Secretary of the Savings Bank

By: /s/ Philip L. Tora
-----------------------------
Philip L. Tora
President or Chief Executive
Officer of the Savings Bank

Attest: /s/ Nadine Y. Washington
-----------------------------
Nadine Y. Washington
Corporate Secretary of the Office of
Thrift Supervision

By: /s/ Johnathan L. Lichter
------------------------
Acting Director of the Office of
Thrift Supervision

Declared effective this 1st day of November, 1992.

EXHIBIT 2

OFFICE OF THRIFT SUPERVISION

Approval of an Election under Section 10(1) of the Home Owners' Loan Act,
Conversion under Section 5(o) of the Home Owners' Loan Act, and Applications
for Holding Company Acquisition

Order No: 92-427

Date: September 30, 1992

Dreyfus Corporation, New York, New York, Dreyfus-Lincoln, Inc. (a Delaware
Corporation), New York, New York, Dreyfus-Lincoln, Inc. (a New Jersey
Corporation), New York, New York, (collectively the "Holding Company"), and The
Dreyfus Consumer Bank, Paramus, New Jersey (collectively the "Applicants"),
have applied for the approval of the Office of Thrift Supervision ("OTS"): (i)
to elect to have their wholly owned subsidiary, Bank Insurance Fund member,
state-chartered savings bank, The Dreyfus Savings Bank of New Jersey, Paramus,
New Jersey, ("Interim"), treated as a savings association pursuant to section
10(1) of the Home Owners' Loan Act ("HOLA"), 12 U.S.C. Sec. 1467a(1); (ii) to
acquire Interim under section 10(a) of the HOLA, 12 U.S.C. Sec. 1467a(a) and
section 574.3(a) of the OTS's Acquisition of Control Regulations, 12 C.F.R.
Sec. 574.3(a); and (iii) to convert Interim to a federal savings bank, to be
known as The Dreyfus Security Savings Bank, F.S.B. ("New Thrift"), pursuant to
section 5(o) of the HOLA, 12 U.S.C. Sec. 1464(o), all as described in the
applications filed on June 5, 1992, as amended. (Collectively, the foregoing
are referred to as the "Applications".)

The OTS has considered the factors set forth in 12 U.S.C. Secs. 1464(o),
1467a(1), 1467a(o), and 12 C.F.R. Sec. 574.3 and has determined that
the proposed transaction would be in compliance with all the standards and
criteria therein. Accordingly, the Applications are hereby approved, subject
to the following conditions:

(1) the Applicants and the Interim must receive all required regulatory
approvals prior to consummation of the proposed transaction with
copies of all such approvals supplied to the OTS Northeast Regional
Office;

(2) on the business day prior to the date of consummation of the proposed
transaction, the chief financial officers of the Applicants and the
Interim shall certify in writing to the OTS Northeast Regional
Director that no material adverse events or material adverse changes
have occurred with respect to the financial condition or operations of
the Applicants or the Interim since the date of the financial
statements submitted with the Applicants:

10
(3) the proposed transaction must be consummated within one hundred and
twenty (120) calendar days from the date of this Order or within such
additional period as the OTC Northeast Regional Director, or his
designee, may for good cause grant;

(4) on the effective date of the proposed transaction Interim shall
certify to the OTS Northeast Regional Director that as of such date,
Interim's "qualifying thrift investments" equal or exceed 65
percent of Interim's "portfolio assets", as such terms are defined
in 12 U.S.C. Sec. 1467a(m) and the OTS's regulations thereunder,
and within five (5) calendar days of the effective date of
the transaction, the Holding Company shall submit to the OTS Northeast
Regional Director detailed accounting of New Thrift's compliance
with such percentage test;

(5) the Applicants must advise the OTS Northeast Regional Office in
writing within thirty (30) calendar days after the effective date of
the proposed transaction: (1) on the effective date of the
transaction and (2) that the transaction was consummated in accordance
with applicable laws and regulations, the Applications, and this
Order:

(6) the Applicants must submit a final accounting of the transaction to
the OTS Northeast Regional Office within thirty (30) calendar days
after the effective date of the proposed transaction;

(7) within thirty (30) calendar days of the effective date of the
transaction, the Applicants shall submit closing financial statement
for the Interim, as of the effective date of the transaction;

(8) within thirty (30) calendar days of the effective day of the
transaction, the Holding company must submit to the OTS Northeast
Regional Director, an executed copy of its tax sharing agreement with
New Thrift;

(9) within thirty (30) calendar days of the effective date of the
transaction,the Holding must submit to the OTS Northeast Regional
Director, a final version its "Statement of Policy Governing
Relationships with Affiliates and their Employees"; and

(10) New Thrift shall be subject to the restrictions contained in 12 C.F.R.
Secs. 337.4(c), (e) and (h) as not or hereinafter in effect, in the
same manner and to the same extent as if New Thrift were a bank and an
insured nonmember bank, except that such provisions shall be
administered and enforced by the OTS.

For purposes of section 3201(3) of the Depository Institutions Management
Interlocks Act, 12 U.S.C. Sec. 3201(3), management officials of investment
companies that are currently

11
sponsored, advised, managed, administered, or whose securities are
distributed by the Holding Company or its subsidiaries or that commence
operations in the future, shall not be treated as management officials of an
"affiliate" of a depository holding company for a period of two years
from the date of this Order, or in the case of investment companies
established after the date hereof, two years after the establishment of such
investment company. The OTS Northeast Regional Director may approve requests
for future extensions, and may deny an extension if continuation would be
objectionable on supervisory grounds.

By order of the Director of the Office of Thrift Supervision, or his
designee, effective September 30, 1992.
------------
/s/ Jonathan L. Fischter
------------------------
Jonathan L. Fischter
Deputy Director
for Washington Operations

SECRETARY'S CERTIFICATE

MELLON BANK, F.S.B.
CERTIFICATE OF CORPORATE EXISTENCE

I, Joni Lacks Charatan, Secretary of Mellon Bank, F.S.B., do hereby
certify that:

The attached copy of the Certificate of Corporate Existence issued by the
Office of Thrift Supervision and dated May 28, 1996 is a true copy of the
original of such certificate which is in full force and effect at the date
hereof.

In witness whereof, I have hereunto set my hand and affix the seal this
10th of July 1996.

/s/ Joni Lacks Charatan

Joni Lacks Charatan
Secretary

SEAL

May 28, 1996

CERTIFICATE OF CORPORATE EXISTENCE
----------------------------------

REFERENCE: Mellon Bank, F.S.B.
Paramus, New Jersey

I, Nadine Y. Washington, Corporate Secretary, Office of Thrift
Supervision, hereby certify, according to the records of the Office of Thrift
Supervision, Department of the Treasury, Washington, D.C.:

1. Mellon Bank, F.S.B, Paramus, New Jersey, was chartered under the laws
of the United States to transact the business of a Federal savings bank;

2. The charter of Mellon Bank, F.S.B., Paramus, New Jersey is in full
force and effect;

3. The Office of Thrift Supervision has not appointed a conservator or
receiver for Mellon Bank, F.S.B., Paramus, New Jersey; and

4. As of May 28, 1996, Mellon Bank, F.S.B., Paramus, New Jersey, is
operating as a BIF-insured financial institution.

/s/ Nadine Y. Washington

Nadine Y. Washington
Corporate Secretary

SEAL

EXHIBIT 3

OTS No.: 10357

FAX NO (201) 587-1785

October 11, 1995

Mr. William V. Healey, President
Mellon Bank, F.S.B.
The Atrium
80 Route 4 East
Paramus, New Jersey 07652

Dear Mr. Healey:

We have reviewed the application by Mellon Bank, F.S.B. ("Applicant"), for
permission to establish a trust department to exercise fiduciary powers
pursuant to 12 C.F.R. Sec. 550.2. The factors contained in Sec. 550.2(b) have
been considered and a determination has been made that the application is
consistent therewith.

Therefore, pursuant to authority delegated in OTS Order No. 95-177 dated
September 26, 1995, the application is hereby approved subject to the following
conditions:

1. Applicant is authorized to exercise only those corporate trust powers
that are authorized by the State of New Jersey. The exercise of trust powers
is limited to the Applicant's home office in New Jersey and to all future
offices that may be located in New Jersey.

2. The exercise of corporate trust powers through offices located in
additional states is subject to prior approval by the Northeast Regional
Director, or his designee.

Please be advised that, and consistent with the Applicant's submissions, the
approval contained in this letter does not authorize the Applicant to engage in
either personal trust powers or employment benefit trust powers. Upon
submission by the Applicant of such additional pertinent information as may be
required with respect thereto, the Northeast Regional Director, or his
designee, may issue a notice of non-objection regarding the exercise of
personal trust powers and employment benefit trust powers assuming continued
compliance with applicable statutory and regulatory criteria.

William V. Healey
October 11, 1995
Page 2

The operation of the trust department regarding corporate trust activities
must be completed within one year of the date of this letter unless extended by
the Regional Director, or his designee.

Kindly advise Applications Coordinator Charles P. O'Toole when the trust
activities commence.

Very truly yours,

/s/ Angelo A. Vigna

Angelo A. Vigna
Regional Director

cc: Michael E. Bleier, Esq.
Michael Simone, OTS/NE
Thomas Barnes, OTS/NE

OTS No.: 10357

Fax No. (212) 922-6880

April 5, 1996

Mr. William V. Healey, President
Mellon Bank, F.S.B.
The Atrium
80 Route 4 East
Paramus, New Jersey 07652

Dear Mr. Healey:

This concerns the application by Mellon Bank, F.S.B. ("Mellon FSB"), filed
pursuant to 12 C.F.R. Sec. 545.92 on October 27, 1995, for permission to
establish nine interstate branch offices in seven states. The application was
subsequently amended for permission, pursuant to Sec. 545.96(b), to establish
Agency Offices rather than branch offices. Also, on December 1, 1995, Mellon
FSB submitted a request for non-objection regarding the exercise of corporate
trust powers in seven states through the subject Agency Offices.

The submissions have been reviewed by this Office and I hereby provide my
non-objection to (1) the exercise by Mellon FSB of corporate trust power
limited to those authorized by the States of Indiana, Maine, Michigan, New
York, Ohio, Washington, and Wyoming and (2) pursuant to authority delegated in
OTS Order No. 95-177 dated September 26, 1995, the establishment of the Agency
Offices to exercise the aforementioned corporate trust power at the following
locations:

Skylight Office Tower One Indiana Square
1660 W. Second Street Indianapolis, Indiana 46704
Cleveland, OH 44113

88 East Broad Street 3 Seagate
Suite 616 Toledo, Ohio 43603
Columbus, Ohio 43215

William V. Healey
April 5, 1996
Page 2

Market Place 1 Canal Plaza
303 Detroit Street Portland, Maine 04112
Ann Arbor, Michigan 48034

State Street Center 18th and Carey Avenue
80 State Street Cheyenne, Wyoming 82001
Albany, New York 12207

1113 3rd Avenue
Seattle, Washington 98101

Should there be any changes in the above locations please contact Applications
Coordinator Charles P. O'Toole of this Office. Also advise Mr. O'Toole when
the activity commences.

Very truly yours,

/s/ Michael L. Simone

Michael L. Simone
Assistant Director

cc: Joni Lacks Charatan, Mellon Bank, FSB

EXHIBIT 4

SECRETARY'S CERTIFICATE

RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OF MELLON BANK, F.S.B.
--------------------------------
(AUGUST 3, 1993)

I, JONI LACKS CHARATAN, SECRETARY OF MELLON BANK, F.S.B., a Federal
savings bank, hereby certify that at a meeting of the Board of Directors of the
Bank duly called and held on August 3, 1993, the following resolution was duly
adopted and is now in full force and effect:

RESOLVED, that Article II, Section 2, of the By-laws of The Dreyfus
Security Savings Bank, F.S.B shall be amended to read as follow:

Section 2. Number and Term. The board of directors shall consist of 7
members and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One
class shall be elected by ballot annually.

IN WITNESS WHEREOF, I have hereunto set my hand and affix the seal this
6th day of June, 1996.

/s/ Joni Lacks Charatan

Joni Lacks Charatan
Secretary

SEAL

SECRETARY'S CERTIFICATE

RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OF MELLON BANK, F.S.B.
--------------------------------

(MARCH 20, 1996)

I, JONI LACKS CHARATAN, SECRETARY OF MELLON BANK, F.S.B., a Federal
savings bank, hereby certify that at a meeting of the Board of Directors of the
Bank duly called and held on March 20, 1996, the following resolution was duly
adopted and is now in full force and effect:

RESOLVED, that the By-Laws of Mellon Bank, F.S.B. be amended to add the
following new Section 5 to Article VI:

Section 5. Corporate Trust Department Signing Authority. The President,
the Officer in charge of the Corporate Trust Department, or any Vice
President in such Department shall have full power and authority, in the
name and on behalf of the savings bank as trustee, administrator,
executor, registrar, transfer agent, or in any other fiduciary capacity,
under seal of the savings bank or otherwise:

(a) To execute, acknowledge and deliver deeds, bonds, mortgages,
agreements, bills of sale, powers of attorney and all other instruments
in writing that may be necessary or proper in the management or in the
sale, leasing or other disposition of any real or personal property held
by the savings bank in any fiduciary capacity; and to execute,
acknowledge, deliver or accept agreements, indentures, deeds of trust or
mortgages that may be necessary or proper in the acceptance of trusts,
depositaryships, agency, custodian, escrow or any other fiduciary
accounts;

(b) To execute, acknowledge and deliver any instrument in writing
that may be necessary in order to assign, subordinate, release, satisfy
or affect in any other manner of record the whole or part of any judgment
or of any mortgage or other lien (except a corporate mortgage, deed of
trust, indenture or other instrument executed and delivered to the
savings bank as trustee for the purpose of securing an issue of corporate
obligations) held by the savings bank in any fiduciary capacity;

(c) To execute, acknowledge and deliver all authentications or
certificates of the savings bank as trustee under any mortgage, deed of
trust, indenture or agreement securing or providing for bonds,
debentures, notes or other securities and all certificates as registrar
or transfer agent, and all checks as disbursing agent, and all
certificates of deposit, interim certificates and trust receipts or
certificates;

(d) To execute, acknowledge and deliver, pursuant to the terms of
any corporate mortgage, deed of trust, indenture or other instrument
executed and delivered to the savings bank as trustee for the purpose of
securing an issue of corporate obligations, any instrument in writing
that may be necessary to assign, modify, release or satisfy any such
mortgage, deed of trust, indenture or other instrument or that may be
necessary to release all or any part of the property covered by such
mortgage, deed of trust, indenture or other instrument from lien thereof;

(e) To appear in any court of record and to enter upon the record
in such court an assignment, subordination, release or satisfaction, in
whole or in part, of any judgment held by or controlled by the savings
bank in fiduciary capacity;

20
(f) To verify under oath all pleadings and all other instruments of
every nature and description that may be prepared by or on behalf of the
savings bank in any fiduciary capacity and of which such verification may
be necessary or proper.

Any such agreement, instrument, or other document may also be
executed, acknowledged and delivered in the name and on behalf of the
savings bank in any fiduciary capacity, under seal of the savings bank or
otherwise, by such other officers, employees or agents of the savings
bank as the Board of Directors, the President or the Officer in charge of
the Corporate Trust Department or the authorized delegate of any of them
may from time to time authorize.

Any officer, employee or agent authorized herder to execute,
acknowledge and deliver any such agreement, instrument or document is
also authorized to cause any other officer of the savings bank to affix
the seal of the savings bank thereto and to attest it.

IN WITNESS WHEREOF, I have hereunto set my hand and affix the seal
this 6th day of June, 1996.

/s/ Joni Lacks Charatan

Joni Lacks Charatan
Secretary

SEAL

BYLAWS OF THE DREYFUS SECURITY SAVINGS BANK, F.S.B.

Article I-Home Office

The home office of the savings bank shall be at 80 Route 4 East, Paramus
in the county of Bergen, in the state of New Jersey.

Article II-Shareholders

Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the savings bank or at such
other place in the State in which the principal place of business of the
savings bank is located as the board of directors may determine.

Section 2. Annual Meetings. A meeting of the shareholders of the savings
bank for the election of directors and for the transaction of any other
business of the savings bank shall be held annually within 120 days after the
end of the savings bank's fiscal year on the fourth Tuesday of April if not a
legal holiday, and if a legal holiday, then on the next day following which is
not a legal holiday at 10:00 a.m., or at such other date and time within such
120-day period as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office"), may be called at any time by the
chairman of the board, the president, or a majority of the board of directors,
and shall be called by the chairman of the board, the president, or the
secretary upon the written request of the holders of not less than one-tenth of
all of the outstanding capital stock of the savings bank entitled to vote at
the meeting. Such written request shall state the purpose or purposes of the
meeting and shall be delivered to the home office of the savings bank addressed
to the chairman of the board, the president or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of
Order unless otherwise prescribed by regulations of the Office or these bylaws.
The board of directors shall designate, when present, either the chairman of
the board or president to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day, and
hour of the meeting and the purpose(s) for which the meeting is called shall be

22
delivered not fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman
of the board, the president, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the shareholder at the address as it appears on the stock transfer
books or records of the savings bank as of the record date prescribed in
section 6 of this article II with postage prepaid. When any shareholders'
meeting, either annual or special, is adjourned for 30 days or more, notice of
the adjourned meeting shall be given as in the case of an original meeting. It
shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.

Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors shall fix in advance a date as the record date
for any such determination of shareholders. Such date in any case shall be not
more than 60 days and, in case of a meeting of shareholders, not fewer than 10
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books
for shares of the savings bank shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the savings bank and
shall be subject to inspection by any shareholder at any time during usual
business hours for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall
be subject to inspection by any shareholder during the entire time of the
meeting. The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders. In lieu of making the shareholder list
available for inspection by shareholders as provided in the preceding
paragraph, the board of directors may elect to follow the procedures prescribed
in Sec. 552.6(d) of the Office's regulations as now or hereafter in effect.

23
Section 8. Quorum. A majority of the outstanding shares of the savings
bank entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the outstanding
shares is represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum.

Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies solicited on behalf of the management
shall be voted as directed by the shareholder or, in the absence of such
direction, as determined by a majority of the board of directors. No proxy
shall be valid more than eleven months from the date of its execution except
for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the savings bank to the contrary, at any meeting of the
shareholders of the savings bank any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such and present in person or by proxy at such meeting, but no
votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer into his or her name if authority to do so is contained in

4
24
an appropriate order of the court or the public authority by which such
receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the savings bank nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
savings bank, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

Section 12. Cumulative Voting. Every shareholder entitled to vote at an
election for directors shall have the right to vote, in person or by proxy, the
number of shares owned by the shareholder for as many persons as there are
directors to be elected and for whose election the shareholder has a right to
vote, or to cumulate the votes by giving one candidate as many votes as the
number of such directors to be elected multiplied by the number of shares shall
equal or by distributing such votes on the same principle among any number of
candidates.

Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any person other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails
or refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting or at the meeting by the chairman of the
board or the president.

Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such

5
25
acts as may be proper to conduct the election or vote with fairness to all
shareholders.

Section 14. Nominating Committee. The board or directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the savings bank. No nominations for
directors except those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by shareholders are made in writing
and delivered to the secretary of the savings bank at least five days prior to
the date of the annual meeting. Upon delivery, such nominations shall be posted
in a conspicuous place in each office of the association. Ballots bearing the
names of all persons nominated by the nominating committee and by shareholders
shall be provided for use at the annual meeting. However, if the nominating
committee shall fail or refuse to act at least 20 days prior to the annual
meeting, nominations for directors may be made at the annual meeting by any
shareholder entitled to vote and shall be voted upon.

Section 15. New Business. Any new business to be taken up at the annual
meting shall be stated in writing and filed with the secretary of the savings
bank at least five days before the date of the annual meeting, and all business
so stated, proposed, and filed shall be considered at the annual meeting; but
no other proposal shall be acted upon at the annual meeting. Any shareholder
may make any other proposal at the annual meeting and the same may be discussed
and considered, but unless stated in writing and filed with the secretary at
least five days before the meeting, such proposal shall be laid over for action
at an adjourned, special, or annual meeting of the shareholders taking place 30
days or more thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of officers,
directors, and committees; but in connection with such reports, no new business
shall be acted upon at such annual meeting unless stated and filed as herein
provided.

Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.

Article III-Board of Directors

Section 1. General Powers. The business and affairs of the savings bank
shall be under the direction of its board of directors. The board of directors
shall annually elect a chairman of the board and a president from among its
members and shall designate, when present, either the chairman of the board or
the president to preside at its meetings.

Section 2. Number and Term. The board of directors shall consist of 8
members and shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified. One class shall be
elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide, by resolution, the time and place, within the savings bank's
normal lending territory, for the holding of additional regular meetings
without other notice than such resolution.

Members of the board of directors may participate in regular meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other. Such participation
shall constitute presence in person but shall not constitute attendance for the
purpose of compensation pursuant to section 12 of this article.

Section 4. Qualifications. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the savings
bank unless the savings bank is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president,
or one-third of the directors. The persons authorized to call special meetings
of the board of directors, may fix any place, within the savings bank's normal
lending territory, as the place for holding any special meeting of the board of
directors called by such persons.

Members of the board of directors may participate in special meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other. Such

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27

participation shall constitute presence in person but shall not constitute
attendance for the purpose of compensation pursuant to Section 12 of this
article.

Section 6. Notice. Written notice of any special meeting shall be given
to each director at least two days prior thereto when delivered personally or
by telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall
be deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed or when delivered to the telegraph company if sent by
telegram.

Any director may waive notice of any meeting by a writing filed with the
secretary. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of directors need be
specified in the notice of waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section
2 of this article III shall constitute a quorum for the transaction of business
at any meeting of the board of directors; but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time. Notice of any adjourned meeting shall be given in
the same manner as prescribed by Section 5 of this article III.

Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of the directors, unless a greater number is prescribed by regulation of the
Office or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to
be taken by the board of directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a
written notice of such resignation to the home office of the savings bank
addressed to the chairman of the board or the president. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board or the president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the board
of directors, shall automatically constitute a resignation, effective when such
resignation is accepted by the board of directors.

28
Section 11. Vacancies. Any vacancy occurring on the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors
by the shareholders. Any directorship to be filled by reason of an increase in
the number of directors may be filled by election by the board of directors for
a term of office continuing only until the next election of directors by the
shareholders.

Section 12. Compensation. Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine.

Section 13. Presumption of Assent. A director of the savings bank who is
present at a meeting of the board of directors at which action on any savings
bank matter is taken shall be presumed to have assented to the action taken
unless his or her dissent or abstention shall be entered in the minutes of the
meeting or unless he or she shall file a written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the secretary of
the savings bank within five days after the date of copy of the minutes of the
meeting is received. Such right to dissent shall not apply to a director who
voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal would be
sufficient to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part. Whenever the holders of
the shares of any class are entitled to elect one or more directors by the
provisions of the charter or supplemental sections thereto, the provisions of
this section shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares of that class
and not to the vote of the outstanding shares as a whole.

Article IV-Executive and Other Committees

Section 1. Appointment. The board of directors, by resolution adopted by
a majority of the full board, may designate the chief executive officer and two
or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors except to the extent, if any, that such authority shall be limited
by the resolution appointing the executive committee; and except also that the
executive committee shall not have the authority of the board of directors with
reference to: the declaration of dividends; the amendment of the charter or
bylaws of the savings bank, or recommending to the stockholders a plan of
merger, consolidation, or conversion; the sale, lease, or other disposition of
all or substantially all of the property and assets of the savings bank
otherwise than in the usual and regular course of its business; a voluntary
dissolution of the association; a revocation of any of the foregoing; or the
approval of a transaction in which any member of the executive committee,
directly or indirectly, had any material beneficial interests.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article
IV, each member of the executive committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.

Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need not state the
business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by

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30
the affirmative vote of a majority of the members present at a meeting at which
a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to
be taken by the executive committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full board of directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the president or secretary of the association. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings and report the same to the board of
directors for its information at the meeting held next after the proceedings
shall have occurred.

Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
savings bank and may prescribe the duties, constitution, and procedures
thereof.

Article V-Officers

Section 1. Position. The officers of the savings bank shall be a
president, one or more vice presidents, a secretary, and a treasurer, each of
whom shall be elected by the board of directors. The board of directors may
also designate the chairman of the board as an officer. The President shall be
the chief executive officer. The president shall be a director of the savings
bank. The offices of the secretary and treasurer may be held by the same

31
person and a vice president may also be either the secretary or the treasurer.
The board of directors may designate one or more vice presidents as executive
vice president or senior vice president. The board of directors may also elect
or authorize the appointment of such other officers as the business of the
savings bank may require. The officers shall have such authority and perform
such duties as the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors the officers
shall have such powers and duties as generally pertain to their respective
offices.

Section 2. Election and Term of Office. The officers of the savings bank
shall be elected annually at the first meeting of the board of directors held
after each annual meeting of the stockholders. If the election of officers is
not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been duly
elected and qualified or until the officer's death, resignation, or removal in
the manner hereinafter provided. Election or appointment of an officer,
employee, or agent shall not of itself create contractual rights. The board of
directors may authorize the savings bank to enter into an employment contract
with any officer in accordance with regulations of the Office; but no such
contract shall impair the right of the board of directors to remove any officer
at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of directors
whenever in its judgment the best interests of the savings bank will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the board
of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed
from time to time by the board of directors.

Article VI-Contracts, Loans, Checks, and Deposits

Section 1. Contracts. To the extent permitted by regulations of the Office,
and except as otherwise prescribed by these bylaws with respect to certificates
for shares, the board of directors may authorize any officer, employee, or
agent of the savings bank to enter into any contract or execute

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and deliver any instrument in the name of and on behalf of the savings bank.
Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the savings
bank and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or
confined to specific instances.

Section 3. Checks; Drafts; etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the savings bank shall be signed by one or more officers, employees or
agents of the savings bank in such manner as shall from time to time be
determined by the board of directors.

Section 4. Deposits. All funds of the savings bank not otherwise employed
shall be deposited from time to time to the credit of the savings bank in any
duly authorized depositories as the board of directors may select.

Article VII-Certificates for Shares and Their Transfer

Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the savings bank shall be in such form as shall be determined
by the board of directors and approved by the Office. Such certificates shall
be signed by the chief executive officer or by any other officer of the savings
bank authorized by the board of directors, attested by the secretary or an
assistant secretary, and sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar
other than the savings bank itself or one of its employees. Each certificate
for shares of capital stock shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the savings bank. All certificates surrendered to the savings
bank for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares has been surrendered and
canceled, except that in the case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the savings bank as
the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the
savings bank shall be made only on its stock transfer books. Authority for

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such transfer shall be given only by the holder of record or by his or her
legal representative, who shall furnish proper evidence of such authority, or
by his or her attorney authorized by a duly executed power of attorney and
filed with the savings bank. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name
shares of capital stock stand on the books of the savings bank shall be deemed
by the savings bank to be the owner for all purposes.

Article VIII-Fiscal Year; Annual Audit

The fiscal year of the savings bank shall end on the 31st day of December
of each year. The savings bank shall be subject to an annual audit as of the
end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors. The appointment of such accountants
shall be subject to annual ratification by the shareholders.

Article IX-Dividends

Subject to the terms of the savings bank's charter and the regulations and
order of the Office, the board of directors may, from time to time, declare,
and the savings bank may pay, dividends on its outstanding shares of capital
stock.

Article X-Corporate Seal

The board of directors shall provide a savings bank seal which shall be two
concentric circles between which shall be the name of the savings bank. The
year of incorporation or an emblem may appear in the center.

Article XI-Amendments

These bylaws may be amended in a manner consistent with regulations of the
Office at any time by a majority vote of the full board of directors or by a
majority vote of the votes cast by the stockholders of the savings bank at any
legal meeting.

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Article XII-Indemnification

The savings bank shall, to the extent specified herein, indemnify each
person made or threatened to be made a party to any civil or criminal action or
proceeding by reason of the fact that he, or his testator or intestate, is or
was a director, officer or employee of the savings bank or served any other
entity of any kind, domestic or foreign, in any capacity at the request of the
savings bank. Officers and directors of the savings bank shall be so
indemnified to the full extent permitted by law and persons other than officers
and directors of the savings bank shall be so indemnified to the same extent as
officers and directors of the savings bank.

35
EXHIBIT 6

CONSENT
-------
Mellon Bank, F.S.B. hereby consents that reports by federal, state,
territorial, or district authorities regarding Mellon Bank, F.S.B., may be
furnished to the Securities and Exchange Commission upon request. This consent
is provided in compliance with the requirements of Section 321(b) of the Trust
Indenture Act of 1939

Mellon Bank, F.S.B.

DATE: July 8, 1996 By: /s/William V. Healey
------------ ---------------------------------
William V. Healey
President and Chief Executive Officer

EXHIBIT 7

MELLON BANK, F.S.B.

Balance Sheets

December 31,
1995 1994
----------- -----------

Assets:
Cash and due from banks $342,260 $437,050
Federal funds sold 6,571,060 13,074,495
Securities (Note 2)
Held-to-maturity, at amortized cost 9,299,676 7,740,001
Available-for-sale, at estimated fair value 3,975,391 2,703
Federal Home Loan Bank of New York stock, at cost 87,900 110,600
Mortgage loans held for sale 2,035,455 50,414
Loans:
Real estate mortgages 6,331,107 6,764,949
Consumer 336,622 492,906
----------- -----------
6,667,729 7,257,855
Less: allowance for loan losses (Note 3) (50,904) (87,155)
----------- -----------
Net loans 6,616,825 7,170,700

Accrued income receivable 233,615 185,085
Other assets 310,197 502,700
----------- -----------

TOTAL ASSETS $29,472,379 $29,273,748
=========== ===========

LIABILITIES AND STOCKHOLDER'S EQUITY:

Liabilities
Deposits (Note 4):
Interest bearing:
Savings, time and money market accounts $20,849,872 $20,677,606
Noninterest bearing 64,659 383,679
----------- -----------
Total deposits 20,914,531 21,061,285

Due to related affiliates (Note 11) 426,271 143,695
Sundry liabilities and accrued expenses 98,454 115,374
----------- -----------

TOTAL LIABILITIES 21,439,256 21,320,354
----------- -----------

Stockholder's Equity:

Common stock, ($300 par value; 10,000 shares authorized,
issued and outstanding) 3,000,000 3,000,000
Capital surplus 4,832,382 4,832,382
Retained earnings 171,719 119,418
----------- -----------
8,004,101 7,951,800

Net unrealized gain on available-for-sale securities, net of tax 29,022 1,594
----------- -----------

TOTAL STOCKHOLDER'S EQUITY 8,033,123 7,953,394
----------- -----------

COMMITMENTS AND CONTINGENCIES (NOTES 7 AND 8)

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $29,472,379 $29,273,748
=========== ===========

See accompanying notes to financial statements