COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                               CORPORATION BUREAU

ARTICLES OF INCORPORATION -
DOMESTIC BUSINESS CORPORATION

                                W. MARKET ST. CO.

                               A CLOSE CORPORATION

         In compliance with the requirements of section 373 of the Business
Corporation Law, act of May 8, 1933 (P.L. 364) (15 P.S. ss. 1373) the
undersigned desiring to be incorporated as a business corporation which is a
close corporation, hereby certifies (certify) that:

         1. The name of the corporation is: W. Market St. Co.


         2. The location and post office address of the initial registered
office of the corporation in this Commonwealth is: P.O. Box 591, 119 West Market
Street, Lewistown, Pennsylvania, 17044.


         3. The corporation is incorporated under the Business Corporation Law
of the Commonwealth of Pennsylvania for the following purpose or purposes: to
engage in and to do any lawful act concerning any or all lawful business for
which corporations may be incorporated under the Pennsylvania Business
Corporation Law of 1933, as amended.


         4. The term for which the corporation is to exist is: perpetual.


         5. The aggregate number of shares which the corporation shall have
authority to issue is: Five(5) shares of common stock, each share having a par
value of One ($1.00) Dollar, to aggregate Five ($5.00) Dollars of authorized
capital.


         6. The following provisions shall regulate the status of the
corporation as a close corporation:

         (a)  All of the issued shares of the corporation of all classes,
              exclusive of treasury shares, shall be held of record by not more
              than 25 persons.

         (b)  All of the issued shares of all classes of the corporation shall
              be subject to one or more of the restrictions or transfer
              permitted by section 613.1 of the Business Corporation Law (15
              P.S.ss. 1613.1).

         (c)  The corporation shall make no offering of any of its shares of any
              class which would constitute a "public offering" within the
              meaning of the Securities Act of 1933, as amended.

         7. (Optional: BCL ss.382) The business and affairs of the corporation
shall be managed by the shareholders of the corporation rather than by a board
of directors.

         8. (Optional: BCL ss.376B) The status of the corporation as a "close
corporation" within the meaning of the Business Corporation Law shall not be
terminated without the affirmative vote or written consent of shareholders
holding two-thirds (2/3) of the shares of all classes of the corporation.





                         (fraction at least two-thirds)

         9. (Optional: BCL ss.384B) (Any shareholder) Shareholders holding
one-half (1/2) of the shares plus one (1) share more of the corporation may
apply for the appointment of a provisional director of the corporation in the
manner and upon the circumstances provided by statute.

         10. (Optional: BCL ss.386) (Any shareholder) Shareholders holding
one-half (1/2) of the shares plus one (1) share more of the corporation shall
have the right at will to cause the corporation to be dissolved by proceeding in
the manner provided by statute.

         11. The name(s) and post office address(es) of each incorporator(s) and
the number and class of shares subscribed by such incorporator(s) is (are):



NAME                                ADDRESS                       NUMBER AND CLASS OF SHARES
                                                             

D.M. Barron       373 West Fifth Street, Lewistown, PA 17044         One (1) share common.


         IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed
these Articles of Incorporation this 11TH day of December, 1978.


                                                               /s/ D.M. Barron
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