Exhibit 3.2(r)(i)



      
                FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.
                                    * * * * *
                                     BY-LAWS
                                    * * * * *
                                    ARTICLE I

                                     OFFICES



               Section 1.  The registered office shall be located in the
     City of Broomall, Commonwealth of Pennsylvania.

               Section 2.  The corporation may also have offices at such
     other places both within and without the Commonwealth of Pennsylvania
     as the board of directors may from time to time determine or the
     business of the corporation may require.

                                    ARTICLE II
                            MEETINGS OF SHAREHOLDERS

               Section 1.  All meetings of the shareholders shall be held
     at such place within or without the Commonwealth, as may be from time
     to time fixed or determined by the board of directors.  One or more
     shareholders may participate in a meeting of the shareholders by means
     of conference telephone or similar communications equipment by means
     of which all persons participating in the meeting may hear each other.

               Section 2.  An annual meeting of the shareholders,
     commencing with the year 1998, shall be held on the 2nd Tuesday of May
     if not a legal holiday and, if a legal holiday, then on the next
     secular day following at 2:00 P.M., when they shall







     

     elect by a plurality vote a board of directors, and transact such
     other business as may properly be brought before the meeting.

               Section 3.  Special meetings of the shareholders, for any
     Purpose or purposes, unless otherwise prescribed by statute or by the
     articles of Incorporation, may be called at any time by the chairman
     of the board, the president, or a majority of the board of directors,
     or the holders of not less than one-fifth of all the shares issued and
     outstanding and entitled to vote at the particular meeting, upon
     written request delivered to the secretary of the corporation.  Such
     request shall state the purpose or purposes of the proposed meeting. 
     Upon receipt of any such request, it shall be the duty of the
     secretary to call a special meeting of the shareholders to be held at
     such time, not more than sixty days thereafter, as the secretary may
     fix.  If the secretary shall neglect to issue such call, the person or
     persons making the request may issue the call.

               Section 4.  Written notice of every meeting of the
     shareholders, specifying the place, date and hour and the general
     nature of the business of the meeting, shall be served upon or mailed,
     postage prepaid, at least five days prior to the meeting, unless a
     greater period of notice is required by statute, to each shareholder
     entitled to vote thereat.

               Section 5.  The officer having charge of the transfer books
     for shares of the corporation shall prepare and make at









     

     least five days before each meeting of shareholders, a complete list
     of the shareholders entitled to vote at the meeting, arranged in
     alphabetical order, with the address and the number of shares held by
     each which list shall be kept on file at the registered office of the
     corporation and shall be subject to inspection by any shareholder at
     any time during usual business hours.  Such list shall also be
     produced and kept open at the time and place of the meeting and shall
     be subject to the inspection of any shareholder during the whole time
     of the meeting.

               Section 6.  Business transacted at all special meetings of
     shareholders shall be limited to the purposes stated in the notice.

               Section 7.  The holders of a majority of the issued and
     outstanding shares entitled to vote, present in person or represented
     by proxy, shall be requisite and shall constitute a quorum at all
     meetings of the shareholders for the transaction of business, except
     as otherwise provided by statute or by the articles of incorporation
     or by these by-laws.  If, however, any meeting of shareholders cannot
     be organized because a quorum has not attended, the shareholders
     entitled to vote thereat, present in person or by proxy, shall have
     power, except as otherwise provided by statute, to adjourn the meeting
     to such time and place as they may determine, but in the case of any
     meeting







     

     called for the election of directors such meeting may be adjourned
     only from day to day or for such longer periods not exceeding fifteen
     days each as the holders of a majority of the shares present in person
     or by proxy shall direct, and those who attend the second of such
     adjourned meetings, although less than a quorum, shall nevertheless
     constitute a quorum for the purpose of electing directors.  At any
     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.

               Section 8.  When a quorum is present or represented at any
     meeting, the vote of the holders of a majority of the shares having
     voting powers, present in person or represented by proxy, shall decide
     any question brought before such meeting, unless the question is one
     upon which, by express provision of the statutes or of the articles of
     Incorporation or of these by-laws, a different vote is required in
     which case such express provision shall govern and control the
     decision of such question.

               Section 9.  Each shareholder shall at every meeting of the
     shareholders be entitled to one vote in person or by proxy for each
     share having voting power held by such shareholder, but no proxy shall
     be vetoed on after three years from its date, unless coupled with an
     interest, and, except where the transfer








     

     books of the corporation have been closed or a date has been fixed as
     a record date for the determination of its shareholders entitled to
     vote, transferees of shares which are transferred on the books of the
     corporation within ten days next preceding the date of such meeting
     shall not be entitled to vote at such meeting.

               Section 10.  In advance of any meeting of shareholders, the
     board of directors may appoint judges of election, who need not be
     shareholders, to act at such meeting or any adjournment thereof.  If
     judges of election be not so appointed, the chairman of any such
     meeting may, and on the request of any shareholder or his proxy shall,
     make such appointment at the meeting.  The number of judges shall be
     one or three.  If appointed at a meeting on the request of one or more
     shareholders or proxies, the majority of shares present and entitled
     to vote shall determine whether one or three judges are to be
     appointed.  No person who is a candidate for office shall act as a
     judge.  The judges of election shall do all such acts as may be proper
     to conduct the election or vote with fairness to all shareholders, and
     shall make a written report of any matter determined by them and
     execute a certificate of any fact found by them, if requested by the
     chairman of the meeting or any shareholder or his proxy.  If there be
     three judges of election the decision, act or






     

     certificate of a majority, shall be effected in all respects as the
     decision, act or certificate of all.

               Section 11.  Any action which may be taken at a meeting of
     the shareholders may be taken without a meeting if a consent in
     writing, setting forth the action so taken, shall be signed by all of
     the shareholders who would be entitled to vote at a meeting for such
     purpose and shall be filed with the secretary of the corporation.

                                  ARTICLE III
                                   DIRECTORS

               Section 1.  The number of directors which shall constitute
     the whole board shall be three (3).  The directors shall be elected at
     the annual meeting of the shareholders, except as provided in Section
     2 of this article, and each director shall hold office until his
     successor is elected and qualified.  Directors need not be
     shareholders.
               Section 2.  Vacancies and newly created directorships
     resulting from any increase in the authorized number of directors
     shall be filled by a majority of the remaining number of the board,
     though less than a quorum and each person so elected shall be a
     director until his successor is elected by the shareholders, who may
     make such election at the next annual meeting of the shareholders or
     at any special meeting duly called for that purpose and held prior
     thereto.







     

               Section 3.  The business of the corporation shall be managed
     by its board of directors which may exercise all such powers of the
     corporation and do all such lawful acts and things as are not by
     statute or by the articles of incorporation or by these by-laws
     directed or required to be exercised and done by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

               Section 4.  The board of directors of the corporation may
     hold meetings, both regular and special, either within or without the
     Commonwealth of Pennsylvania.  One or more directors may participate
     in a meeting of the board or of a committee of the board by means of
     conference telephone or similar communications equipment by means of
     which all persons participating in the meeting can hear each other.

               Section 5.  The first meeting of each newly elected board of
     directors shall be held at such time and place as shall be fixed by
     the shareholders at the meeting at which such directors were elected
     and no notice of such meeting shall be necessary to the newly elected
     directors in order legally to constitute the meeting, provided a
     majority of the whole board shall be present.  In the event of the
     failure of the shareholders to fix the time or place of such first
     meeting of the newly elected board of directors, or in the event such
     meeting is not held at the time and place so fixed by the







     

     shareholders, the meeting may be held at such time and place as shall
     be specified in a notice given as hereinafter provided for such
     meetings of the board of directors, or as shall be specified in a
     written waiver signed by all of the directors.

               Section 6.  Regular meetings of the board of directors may
     be held without notice at such time and at such place as shall from
     time to time be determined by resolution of at least a majority of the
     board at a duly convened meeting, or by unanimous written consent.

               Section 7.  Special meetings of the board may be called by
     the chairman of the board or the president on one day notice to each
     director, either personally or by mail or by telegram; special
     meetings shall be called by the chairman of the board, the president
     or the secretary In like manner and on like notice on the written
     request of two directors.

               Section 8.  At all meetings of the board a majority of the
     directors in office shall be necessary to constitute a quorum for the
     transaction of business, and the acts of a majority of the directors
     present at a meeting at which a quorum is present shall be the acts of
     the board of directors, except as may be otherwise specifically
     provided by statute or by the articles of incorporation.  If a quorum
     shall not be present at any meeting of directors, the directors
     present there at may adjourn the





     

     meeting from time to time, without notice other than announcement at
     the meeting, until a quorum shall be present.

               Section 9.  If all the directors shall severally or
     collectively consent in writing to any action to be taken by the
     corporation, such action shall be as valid a corporate action as
     though it had been authorized at a meeting of the board of directors.

                                   COMMITTEES

               Section 10.  The board of directors may, by resolution
     adopted by a majority of the whole board, designate one or more
     committees, each committee to consist of two or more of the directors
     of the corporation.  The board may designate one or more directors as
     alternate members of any committee, who may replace any absent or
     disqualified member at any meeting of the committee.  Any such
     committee to the extent provided in such resolution or in these by-
     laws, shall have and exercise the authority of the board of directors
     in the management of the business and affairs of the corporation.  In
     the absence or disqualification of any member of such committee or
     committees, the member or members thereof present at any meeting and
     not disqualified from voting, whether or not he or they constitute a
     quorum, may unanimously appoint another director to act at the meeting
     in the place of any such absent or disqualified member. 






     

     The committees shall keep regular minutes of the proceedings and
     report the same to the board when required.

                            COMPENSATION OF DIRECTORS

               Section 11.  Directors, as such, shall not receive any
     stated compensation for their services but, by resolution of the
     board, a fixed sum, and expenses of attendance if any, may be allowed
     for attendance at each regular or special meeting of the board or at
     meetings of the executive committee; provided that nothing herein
     contained shall be construed to preclude any director from serving the
     corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV
                                     NOTICES

               Section 1.  Notices to directors and shareholders shall be
     in writing and delivered personally or mailed to the directors or
     shareholders at their addresses appearing on the books of the
     corporation.  Notice by mail shall be deemed to be given at the time
     when the same shall be mailed.  Notice to directors may also be given
     by telegram.

               Section 2.  Whenever any notice is required to be given
     under the provisions of the statutes or of the articles of
     incorporation or of these by-laws, a waiver thereof in writing signed
     by the person or persons entitled to said notice, whether







     

     before or after the time stated therein, shall be deemed equivalent
     thereto.

                                     ARTICLE V
                                     OFFICERS

               Section 1.  The officers of the corporation shall be chosen
     by the board of directors and shall be a chairman of the board, a
     president, a vice-president, a secretary, a controller and a
     treasurer.  The president and secretary shall be natural persons of
     full age; the treasurer may be a corporation but, if a natural person,
     shall be of full age.  The board of directors may also choose
     additional vice-presidents and one or more assistant secretaries and
     assistant treasurers.  Any number of the aforesaid offices may be held
     by the same person.

               Section 2.  The board of directors, immediately after each
     annual meeting of shareholders, shall elect a chairman of the board
     and a president, and the board shall also annually choose a vice-
     president, a secretary and a treasurer who need not be members of the
     board.

               Section 3.  The board of directors may appoint such other
     officers and agents as it shall deem necessary who shall hold their
     offices for such terms and shall exercise such powers and perform such
     duties as shall be determined from time to time by the board.







     

               Section 4.  The officers of the corporation shall hold
     office untIl their successors are chosen and qualify.  Any officer
     elected or appointed by the board of directors may be removed at any
     time by the affirmative vote of the majority of the board of
     directors.  Any vacancy occurring in any office of the corporation
     shall be filled by the board of directors.

                              CHAIRMAN OF THE BOARD

               Section 5.  The chairman of the board shall be chief
     executive officer of the corporation, must be a director of the
     corporation, shall preside at all meetings of the board of directors
     and of the shareholders and shall have general and active management
     of the business of the corporation and shall see that all orders and
     resolutions of the board of directors are carried into effect.

                                  THE PRESIDENT

               Section 6.  The president shall be the chief operating
     officer of the corporation, must be a director of the corporation, and
     shall have such powers and perform such other duties as from time to
     time may be assigned to him by the board of directors or the chairman
     of the board.  In the absence of the chairman of the board he shall
     preside at meetings of the board of directors and of the shareholders.

               Section 7.  The chairman of the board and the president may
     each execute bonds, mortgages and other contracts requiring a







     

     seal, under the seal of the corporation, except where required or
     permitted by law to be otherwise signed and executed and except where
     the signing and execution thereof shall be expressly delegated by the
     board of directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

               Section 8.  The vice-president, or if there shall be more
     than one, the vice-presidents, shall perform such duties and have such
     powers as the board of directors or the chairman of the board may from
     time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

               Section 9.  The secretary shall attend all meetings of the
     board of directors and all meetings of the shareholders and record all
     the proceedings of the meetings of the shareholders and of the board
     of directors in a book to be kept for that purpose and shall perform
     like duties for the executive committee when required.  He shall give,
     or cause to be given, notice of all meetings of the shareholders and
     special meetings of the board of directors, and shall perform such
     other duties as may be prescribed by the board of directors or the
     chairman of the board, under whose supervision he shall be.  He shall
     keep in safe custody the seal of the corporation and, when authorized
     by the board of directors, affix the same to any instrument







     

     requiring it and, when so affixed, it shall be attested by his
     signature or by the signature of an assistant secretary.

               Section 10.  The assistant secretary, or if there be more
     than one, the assistant secretaries in the order determined by the
     board of directors or the chairman of the board, shall, in the absence
     of the secretary, perform the duties and exercise the powers of the
     secretary and shall perform such other duties and have such other
     powers as the board of directors or the chairman of the board may from
     time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

               Section 11.  The treasurer shall have the custody of the
     corporate funds and securities and shall keep full and accurate
     accounts of receipts and disbursements in books belonging to the
     corporation and shall deposit all moneys and other valuable effects in
     the name and to the credit of the corporation in such depositories as
     may be designated by the board of directors.

               Section 12.  He shall disburse the funds of the corporation
     as may be ordered by the board of directors, taking procer vouchers
     for such disbursements, and shall render to he chairman of the board,
     the president and the board of directors, at its regular meetings, or
     when the board of directors so requires, an account of all his
     transactions as treasurer and of the financial condition of the
     corporation.






     

               Section 13.  If required by the board of directors, he shall
     give the corporation a bond in such sum and with such surety or
     sureties as shall be satisfactory to the board of directors for the
     faithful performance of the duties of his office and for the
     restoration to the corporation, in case of his death, resignation,
     retirement or removal from office, of all books, papers, vouchers,
     money and other property of whatever kind in his possession or under
     his control belonging to the corporation.

               Section 14.  The assistant treasurer, or if there shall be
     more than one, the assistant treasurers in the order determined by the
     board of directors, shall, in the absence or disability of the
     treasurer, perform the duties and exercise the powers of the treasurer
     and shall perform such other duties and have such other powers as the
     board of directors or the chairman of the board may from time to time
     prescribe.

                                   CONTROLLER

               Section 15.  The Controller shall act as the principal
     accounting officer of the corporation in charge of general accounting
     books and accounting records and shall perform such other duties and
     have such other powers as the board of directors may from time to time
     prescribe.




     
                                   ARTICLE VI
                             CERTIFICATES OF SHARES

               Section 1.  The certificates of shares of the corporation
     shall be numbered and registered in a share register as they are Is
     sued.  They shall exhibit the name of the registered holder and the
     number and class of shares and the series, if any, represented thereby
     and the par value of each share or a statement that such shares are
     without par value as the case may be.  If more than one class of
     shares is authorized, the certIficate shall state that the corporation
     will furnish to any shareholder, upon request and without charge a
     full or summary statement of the designatIons, preferences,
     limitations, and relative rights of the shares of each class
     authorized to be issued, and the variations thereof between the shares
     of each series, and the authority of the board of directors to fix and
     determine the relative rights and preferences of subsequent series.

               Section 2.  Every share certificate shall be signed by the
     chairman of the board, the president or vice-president and the
     secretary or an assistant secretary or the treasurer or an assistant
     treasurer and shall be sealed with the corporate seal which may be
     facsimile, engraved or printed.

               Section 3.  Where a certificate is signed by a transfer
     agent or an assistant transfer agent or a registrar, the signature of
     any such chairman of the board, president, vice-president, treasurer,
     assistant treasurer, secretary or assistant





     

     secretary may be facsimile.  In case any officer or officers who have
     signed, or whose facsimile signature or signatures have been used on,
     any such certificate or certificates shall cease to be such officer or
     officers of the corporation, whether because of death, resignation or
     otherwise, before such certificate or certificates have been delivered
     by the corporation such certificate or certificates may nevertheless
     be adopted by the corporation and be issued and delivered as though
     the person or persons who signed such certificate or certificates or
     whose facsimile signature or signatures have been used thereon had not
     ceased to be such officer or officers of the corporation.

                                LOST CERTIFICATES

               Section 4.  The board of directors shall direct a new
     certificate or certificates to be issued in place of any certificate
     or certificates theretofore issued by the corporation alleged to have
     been lost, destroyed or wrongfully taken, upon the making of an
     affidavit of that fact by the person claiming the share certIficate to
     be lost, destroyed or wrongfully taken.  When authorizing such issue
     of a new certificate or certificates, the board of directors may, in
     its discretion and as a condition precedent to the issuance thereof,
     require the owner of such lost, destroyed or wrongfully taken,
     certificate or certificates, or his legal representatives to advertise
     the same in such manner as it shall require and give the corporation a
     bond in such sum







     

     as it may direct as indemnity against any claim that may be made
     against the corporation with respect to the certificate or
     certificates alleged to have been lost, destroyed or wrongfully taken.

                               TRANSFERS OF SHARES

               Section 5.  Upon surrender to the corporation or the
     transfer agent of the corporation of a certificate for shares duly
     endorsed or accompanied by proper evidence of success ion, assignment
     or authority to transfer, it shall be the duty of the corporation to
     issue a new certificate to the person entitled thereto, cancel the old
     certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

               Section 6.  The board of directors may fix a time, not more
     than fifty days, prior to the date of any meeting of shareholders or
     the date fixed for the payment of any dividend or distribution or the
     date for the allotment of rights or the date when any change or
     conversion or exchange of shares will be made or go into effect, as a
     record date for the determination of the shareholders entitled to
     notice of and to vote at any such meeting or entitled to receive
     payment of any such dividend or distribution or to receive any such
     allotment of rights or to exercise the rights in respect to any such
     change, conversion or exchange of shares.  In such case only such
     shareholders as shall





     

     be shareholders of record on the date so fixed shall be entitled to
     notIce of and to vote at such meeting or to receive payment of such
     dividend or to receive such allotment of rights or to exercise such
     rights, as the case may be, notwithstanding any transfer of any shares
     on the books of the corporation after any record date so fixed.  The
     board of directors may close the books of the corporation against
     transfers of shares during the whole or any part of such period and in
     such case written or printed notice thereof shall be mailed at least
     ten days before the closing thereof to each shareholder of record at
     the address appearing on the records of the corporation or supplied by
     him to the corporation for the purpose of notice.

                             REGISTERED SHAREHOLDERS

               Section 7.  The corporation shall be entitled to treat the
     holder of record of any share or shares as the holder in fact thereof
     and shall not be bound to recognize any equitable or other claim to or
     interest in such share on the part of any other person, and shall not
     be liable for any registration or transfer of shares which are
     registered or to be registered in the name of a fiduciary or the
     nominee of a fiduciary unless made with actual knowledge that a
     fiduciary or nominee of a fiduciary is committing a breach of trust in
     requesting such registration or transfer, or with knowledge of such
     facts that its participation therein amounts to bad faith.






     

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

               Section 8.  Dividends upon the shares of the corporation,
     subject to the provisions of the articles of incorporation, if any,
     may be declared by the board of directors at any regular or special
     meeting, pursuant to law. Dividends may be paid in cash, in property
     or in its shares, subject to the provisions of the articles of
     incorporation.

               Section 9.  Before payment of any dividend, there may be set
     aside out of any funds of the corporation available for dividends such
     sum or sums as the directors from time to time, in their absolute
     discretion, think proper as a reserve or reserves to meet
     contingencies, or for equalizing dividends, or for repairing or
     maintainIng any property of the corporation, or for such other purpose
     as the directors shall think conducive to the interest of the
     corporation, and the directors may modify or abolish any such reserve
     in the manner in which it was created.

                        FINANCIAL REPORT TO SHAREHOLDERS

               Section 10.  The directors shall not be required to send, or
     cause to be sent, to the shareholders, a financial report as of the
     closing date of the preceding fiscal year.






                                     CHECKS     

               Section 11.  All checks or demands for money and notes of
     the corporation shall be signed by such officer or officers or such
     other person or persons as the board of directors may from time to
     time designate.
                                   FISCAL YEAR

               Section 12.  The fiscal year of the corporation shall be
     fixed by resolution of the board of directors.

                                      SEAL

               Section 13.  The corporate seal shall have inscribed thereon
     the name of the corporation, the year of its organization and the
     words "Corporate Seal, Pennsylvania".  The seal may be used by causing
     it or a facsimile thereof to be impressed or affixed or reproduced or
     otherwise.

                                  ARTICLE VIII
                                   AMENDMENTS

               Section 14.  These by-laws may be altered, amended or
     repealed by a majority vote of the shareholders entitled to vote
     thereon at any regular or special meeting duly convened after notice
     to the shareholders of that purpose or by a majority vote of the
     members of the board of directors at any regular or special meeting
     duly convened after notice to the directors of that purpose, subject
     always to the power of the shareholders to change such action by the
     directors.




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