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                                                                    EXHIBIT 3(b)



BYLAWS


                              HARRIS BANKCORP, INC.








[HARRIS BANKCORP LOGO]



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BYLAWS



APRIL, 1999








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ARTICLE I
OFFICES

SECTION 1. REGISTERED OFFICE. The registered office shall be established and
maintained as prescribed in the Certificate of Incorporation of the Corporation.

SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within
or outside the State of Delaware, at such place or places as the Board of
Directors of the Corporation may from time to time appoint or the business of
the Corporation may require.


ARTICLE II
MEETING OF STOCKHOLDERS

SECTION 1. LOCATION. Meetings of stockholders of the Corporation shall be held
at such place or places as shall be designated by the Board of Directors of the
Corporation as set forth in the notice thereof.

SECTION 2. ANNUAL ELECTION OF DIRECTORS. The annual meeting of stockholders for
the election of members of the Board of Directors and the transaction of other
business shall be held in each year on the third Wednesday of April. If the date
of the annual meeting shall fall upon a legal holiday, the meeting shall be held
on the next succeeding business day. At each annual meeting, the stockholders
entitled to vote shall elect a Board of Directors and they may transact such
other corporate business as may properly come before the meeting.

SECTION 3. VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation of the Corporation and in accordance
with the provisions of these bylaws shall be entitled to vote, in person or by
proxy, the shares of stock of the Corporation entitled to vote held by such
stockholder, but no proxy shall be voted after one year from its date, unless
such proxy provides for a longer period. Stockholders may cumulate their votes
for election of directors as prescribed in the Certificate of Incorporation of
the Corporation, and taking into account the number of votes cast on a
cumulative basis, the election of directors shall be determined by a plurality
vote. All other questions shall be decided by the vote of the holders of a
majority of the stock present in person or represented by proxy at the meeting
concerned, except as otherwise provided by the Certificate of Incorporation or
by applicable law.

SECTION 4. QUORUM. Except as otherwise required by applicable law, by the
Certificate of Incorporation of the Corporation or by these bylaws, the
presence, in person or by proxy, of stockholders holding a majority of the stock
of the Corporation entitled to vote shall constitute a quorum at all meetings of
the stockholders. In case a quorum shall not be present at any meeting thereof,
a majority in interest of the stockholders entitled to vote thereat and present
in person or



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by proxy shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting (or as otherwise required by law)
until the requisite amount of stock entitled to vote shall be present. At any
such adjourned meeting at which the requisite amount of stock entitled to vote
shall be represented, any business may be transaction which might have been
transacted at the meeting as originally noticed.

SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes may be called at any time by the Board of Directors or by
the Chairman of the Board, a Vice Chair of the Board or the President. It shall
be the duty of the Chairman of the Board to call such meetings upon a request in
writing therefor, stating the purpose or purposes thereof and delivered to the
Secretary, signed by a majority of the members of the Board of Directors or by a
majority in interest of the stockholders entitled to vote, or by resolution of
the directors.

SECTION 6. NOTICE OF MEETINGS. Written or printed notice, stating the place and
time of the meeting of the stockholders (and, in the case of a special meeting
thereof, the purpose or purposes for which the meeting is called), shall be
given by the Secretary to each stockholder entitled to vote thereat at his last
known post office address, not less than ten days nor more than sixty days
before each such meeting.


ARTICLE III
DIRECTORS

SECTION 1. NUMBER AND TERM. The Board of Directors shall consist of such number
of members as shall be fixed from time to time by vote of the stockholders or
the Board of Directors pursuant to and subject to the limitations of Article
Seventh of the Certificate of Incorporation of the Corporation. The directors
shall be elected at the annual meeting, or at an adjournment thereof, of the
stockholders of the Corporation and each director shall be elected to serve
until his successor shall be elected and shall qualify. Directors need not be
stockholders.

SECTION 2. VACANCIES. Vacancies on the Board of Directors and newly created
directorships resulting from an increase in the authorized number of directors
may be filled at a special meeting of the stockholders called for that purpose.
Additionally, as provided in Article Seventh of the Certificate of Incorporated
of the Corporation, the Board of Directors, by the affirmative vote of a
majority of the Board of Directors at any regular meeting of the Board or (if
notice of the proposed action is contained in the notice of such special
meeting) at any special meeting of the Board, may during the interval between
annual meetings of stockholders elect not more than a total of three persons as
directors to fill vacancies or newly created directorships.

SECTION 3. RESIGNATIONS. Any director of the Corporation may resign at any time.
Such resignation shall be made by written notice to the Corporation, and shall
take effect at the time specified therein, and if no time be specified, at the
time of its receipt by the Chairman of the



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Board or Secretary of the Corporation. The acceptance of a resignation shall not
be necessary to make it effective.

SECTION 4. REMOVAL. Any director or directors may be removed either for or
without cause at any time, by the affirmative vote of the holders of a majority
of all the shares of stock outstanding and entitled to vote, at a special
meeting of the stockholders called for the purpose; provided, however, that no
director may be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of
the entire membership of the Board of Directors.

SECTION 5. POWERS. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of the Corporation, or by these bylaws, conferred upon or reserved
to the stockholders.

SECTION 6. COMMITTEES. The Board of Directors may, by resolution or resolutions
passed by majority of the whole Board, designate an Executive Committee, and one
or more other committees, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided in said resolution
or resolutions or in these bylaws, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may have power to authorize the Seal of the Corporation to be
affixed to all papers which may require it. The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required. The Chairman of the Board, a Vice Chair of the Board, the President or
the member or members of any Board committee present at any duly called meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may designate another member or other members of the Board
of Directors to act at such meeting, and any director or directors so designated
shall have the same powers, duties and compensation as regular members. The
presence at the meeting of any director or directors so designated shall be
considered in determining whether a quorum is present.

SECTION 7. MEETINGS. All meetings of the Board of Directors shall be held at the
same time and place as meetings of the Board of Directors of Harris Trust and
Savings Bank and Harris Bankmont, Inc., or at such other place or time as the
Chairman of the Board or a Vice Chair of the Board may designate.

In the event that the Chairman of the Board or a Vice Chair of the Board shall
designate an alternate meeting place or time for any regular meeting, notice of
the alternate meeting place or time shall be given by mailing the same to each
director not later than five business days preceding the date of the meeting, or
by telegraphing or telefaxing the same to him or her or delivering the same to
him or her personally not later than the day previous to such meeting, but save
for any such required notice of alternate meeting place or time, such regular
meeting shall be held without notice other than this bylaw.


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Special meetings of the Board of Directors may be called by the Chairman of the
Board or a Vice Chair of the Board. Except to the extent the time or method of
giving notice is regulated by statute, notice of any such meeting and of any
alternate meeting place or time shall be given in the same manner provided for
notice of regular meetings. Except as otherwise required by statute or these
bylaws, neither the business to be transacted at, nor the purpose of any meeting
need be specified in the notice or any waiver thereof.

SECTION 8. QUORUM. A majority of the directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board there shall be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time until a quorum is obtained, and no further notice thereof need be given
other than by announcement at the meeting which shall be so adjourned.

SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or of such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee.

SECTION 10. MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors
or any committee designated by the Board, may participate in the meeting of the
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such meeting shall constitute presence in
person at such meeting.


ARTICLE IV
OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall be chosen by the
Board of Directors and may include a Chairman of the Board, one or more Vice
Chairs of the Board, and a President, each of whom shall be a member of the
Board, and one whom shall designate the Chief Executive Officer, one or more
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, a Treasurer,
a Secretary and such other officers as the Chief Executive Officer shall from
time to time designate. Officer-Directors and non-director Executive Vice
Presidents shall be elected by the Board of Directors. All other officers shall
be appointed by the Chief Executive Officer. Officers, whether elected or
appointed, shall hold their respective offices until the next succeeding annual
meeting of stockholders and their successors are elected and qualified, or until
their earlier retirement, resignation, removal or appointment to another office.
Any officer may be removed by the Chief Executive Officer or the Board at any
time with or without cause.


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SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such
other officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined may from time to time by the Board of Directors.

SECTION 3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall exercise
general control and supervision of the business and affairs of the Corporation,
shall see to it that all resolutions and orders of the Board of Directors are
effected and shall have such other powers and duties as the directors may
specify. He may appoint persons to hold office as Senior Vice President or
below. During any absence or disability to act of the Chief Executive Officer,
his powers and duties shall be exercised and performed by a Vice Chair of the
Board or by an officer designated by the Board of Directors for that purpose. He
shall be an ex-officio member of all Board committees.

SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings of the Board of Directors and of the stockholders. He shall have
general responsibility for all Board matters, including without limitation, the
development of corporate governance policies and processes, committee
assignments, and meeting agendas. He shall have such other powers and duties as
the Board of Directors may specify. He shall be an ex-officio member of all
Board committees.

SECTION 5. PRESIDENT. The President shall have such powers and duties as the
Board of Directors or the Chief Executive Officer may specify. During any
absence or disability to act of the President, his powers and duties shall be
performed and exercised by an officer designated in writing by the Chief
Executive Officer, or in the absence of such designation, by an officer
designated by the Board of the Directors for that purpose.

SECTION 6. CHIEF OPERATING OFFICER. The Chief Operating Officer shall manage or
supervise the management of the day-to-day operations of the Corporation and
shall have such powers and duties as the Chief Executive Officer or the Board of
Directors may specify.

SECTION 7. VICE CHAIR OF THE BOARD. A Vice Chair of the Board shall have such
powers and duties as the Board of Directors may specify. During any absence or
disability to act of the Chairman of the Board, a Vice Chair of the Board shall
preside at all meetings of the Board of Directors and of the stockholders and
have and exercise his powers and duties.

SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE PRESIDENTS.
Each Executive Vice President, Senior Vice President and Vice President shall
have such powers and shall perform such duties as shall be assigned by the Board
of Directors or the Chief Executive Officer.

SECTION 9. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the


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Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Chairman of the Board, a Vice Chair of the Board or the President or by the
Board of Directors, taking proper vouchers for such disbursements. He shall
render to the Chief Executive Officer and to the Board of Directors at the
regular meetings of the Board of Directors, or whenever either of them may
request it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, he shall
give the Corporation a bond for the faithful discharge of his duties in such
amount and with such surety as the Board of Directors shall prescribe.

SECTION 10. SECRETARY. The Secretary shall give, or cause to be given, notice of
all meetings of stockholders or the Board of Directors, and all other notices
required by law or by these bylaws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman of the Board, a Vice Chair of the Board or the President, or by
the Board of Directors or (as the case may be) the stockholders, upon whose
request the meeting is called as provided in these bylaws.

He shall record all the proceedings of the meetings of the stockholders, or the
Board of Directors in appropriate books to be kept for that purpose, and shall
perform such other duties as may be assigned to him by the Chairman of the Board
or by the Board of Directors, or the Executive Committee. He shall have the
custody of the Seal of the Corporation and shall affix the same to all
instruments requiring it, when authorized by the Chairman of the Board, a Vice
Chair of the Board or the President or by the Board of Directors or the
Executive Committee, and attest the same.

SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers
and Assistant Secretaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the
Board of Directors, the Executive Committee or the Chief Executive Officer.

SECTION 12. SECRETARY OF THE BOARD. The Board of Directors may appoint a
Secretary of the Board other than the Secretary of the Corporation as provided
for in Section 10 of this Article IV, who may or may not be a member of the
Board and who shall give or cause to be given notice of all meetings of
stockholders and the Board of Directors. He shall record all the proceedings of
the meetings of the stockholders and of the Board of Directors in appropriate
books to be kept for that purpose, and perform such other duties as may be
assigned to him by the Chairman of the Board, the Board of Directors or the
Executive Committee.



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ARTICLE V
CERTIFICATES OF STOCK

SECTION 1. FORM. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation, by the
Chairman of the Board, or the President, or a Vice President and by the
Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of
the Corporation, certifying the number of shares owned by him in the
Corporation. Each such certificate shall be countersigned by a transfer agent
and registered by a registrar approved by the Board of Directors for such
purpose. If any such certificate is manually countersigned on behalf of a
registrar other than the Corporation or its employee, any or all of the other
signatures on such certificate on behalf of the Corporation or on behalf of a
transfer agent may be facsimile. In case any officer or any transfer agent who
has signed or countersigned, or whose facsimile signature or signatures have
been used on any such certificate shall cease to be such officer or transfer
agent, whether because of death, resignation or otherwise, before such
certificate shall have been issued, such certificate may nevertheless be adopted
by the Corporation and be issued and delivered with the same effect as if the
officer or transfer agent concerned had not ceased to be such officer or
transfer agent (as the case may be). The Seal of the Corporation or a facsimile
thereof may, but need not, be affixed to certificates of stock of the
Corporation.

SECTION 2. REPLACEMENT. The Board of Directors may (by a general resolution or
otherwise) authorize or direct a new stock certificate or certificates to be
issued in place of any stock certificate or certificates theretofore issued by
the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person or persons claiming the certificate of
stock to be lost or destroyed. When so 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
or destroyed certificate or certificates, or the legal representative or
representatives thereof, to give the Corporation a bond in such sum as the Board
of Directors (by a general resolution or otherwise) may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

SECTION 3. TRANSFER. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares of capital stock of the Corporation
duly endorsed (or accompanied by proper evidence of succession, assignment or
authority to transfer) and otherwise in compliance with applicable law, the
Certificate of Incorporation of the Corporation and these bylaws with respect to
such transfer, the Corporation shall issue, or cause to be issued, a new stock
certificate or certificates to the person or persons entitled thereto and cause
the old stock certificate or certificates surrendered therefor to be
appropriately canceled.


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ARTICLE VI
MISCELLANEOUS

SECTION 1. STOCKHOLDERS' RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of any such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

SECTION 2. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation of the Corporation and any resolutions adopted by the Board of
Directors pursuant to Part 1 of Article Fourth of the Certificate of
Incorporation of the Corporation with respect to any series of Preferred Stock
of the Corporation, the Board of Directors may, at any regular or special
meeting thereof and out of funds legally available therefor, declare dividends
upon the capital stock of the Corporation as and when the Board of Directors
deems expedient.

SECTION 3. SEAL. The corporate Seal shall be circular in form and shall contain
the name of the Corporation, the year of its creation and the words and figures
"CORPORATE SEAL DELAWARE". Said Seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be determined
by the Board of Directors.

SECTION 5. CHECKS. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or agents of the Corporation,
and in such manner as shall be determined from time to time by resolution of the
Board of Directors.

SECTION 6. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these
bylaws to be given, personal notice is not meant unless expressly so stated, and
any notice so required shall be deemed to be sufficient if given by depositing
the same in a post office box in a sealed post-paid wrapper, addressed to the
person entitled thereto at his last known post office address, and such notice
shall be deemed to have been given on the day of such mailing. Stockholders not
entitled to vote shall not be entitled to receive notice of any meetings except
as otherwise provided by law.


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Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Certificate of Incorporation of the
Corporation or these bylaws, 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 VII
AMENDMENTS

These bylaws may be amended at any annual meeting of the stockholders or (if
notice of the proposed alteration or repeal, or bylaw or bylaws to be made, be
contained in the notice of such special meeting) at any special meeting thereof,
by the affirmative vote of the holders of a majority of the stock issued and
outstanding and entitled to vote thereat, or these bylaws may be amended by the
affirmative vote of a majority of the Board of Directors, at a regular meeting
of the Board, or (if notice of the proposed amendment or bylaw or bylaws to be
made, be contained in the notice of such special meeting) at any special meeting
of the Board.


                                    * * * * *


I, ________________________ hereby certify that I am the ______________________
Secretary of Harris Bankcorp, Inc., a Delaware corporation, that the foregoing
is a true and correct copy of the bylaws of said Corporation, and that the same
are in full force and effect this ______ day of _____________________,
_________.


                                             --------------------------------
                                             Secretary





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<TABLE>



INDEX

<S>                                       <C>
A                                          N
Amendments of Bylaws - Pg. 9               Notice of:
Annual Meeting of Stockholders - Pg. 1       Annual Meeting of Stockholders - Pg. 2
Assistant Secretaries - Pg. 6                Special Meeting of Stockholders - Pg. 2
Assistant Treasurers - Pg. 6                 Regular Board Meetings - Pgs. 3, 4
                                             Special Board Meetings - Pgs. 3, 4
                                             General - Pg. 8
                                             Waiver of notice - Pgs. 8, 9

B                                          O
Board of Directors - Pg. 2                 Officers - Pg. 4
Board action without meeting - Pg. 4

C                                          P
Chairman of the Board - Pg. 5              Place of Meetings:
Chief Executive Officer - Pg. 5              Board - Pg. 3
Chief Operating Officer - Pg. 5              Stockholders - Pg. 1
Committees appointed by Board - Pg. 3      President - Pg. 5

D                                          Q
Directors:                                 Quorum:
  Election of - Pg. 1                        Directors' Meetings - Pgs. 3, 4
  General powers - Pg. 3                     Stockholders' Meetings - Pgs. 4,5
  Removal of - Pg. 3
  Resignation of - Pgs. 2, 3
Dividends - Pg. 7                          R
E                                          Record dates - Pg. 8
Executive Committee - Pg. 3                Registrar of stock - Pg. 7

                                           S
F                                          Seal - Pg. 8
Fiscal year - Pg. 8                        Secretary - Pg. 6
                                           Stock certificates - Pg. 7

                                           T
                                           Transfer agent - Pg. 7
                                           Treasurer - Pgs. 5, 6
M
Meetings:                                  V
  Annual Stockholders - Pg. 3              Vice Chair of the Board - Pg. 5
  Special Stockholders - Pg. 2             Vice Presidents - Pg. 5
  Regular Board - Pg. 3
  Special Board - Pg. 4                    W
                                           Waiver of notice - Pgs. 8, 9

</TABLE>


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[HARRIS BANKCORP LOGO]

Harris Bankcorp, Inc.
111 West Monroe Street
Chicago, Illinois 60603