EXHIBIT 3.1
                                  F&M BANCORP
                      ARTICLES OF AMENDMENT AND RESTATEMENT

F&M BANCORP, a Maryland corporation, having its principal office in--Frederick
County, Maryland (which is hereinafter called the "Corporation"), hereby 
certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST:     The Charter of the Corporation is hereby amended and restated in
its entirety to read as follows:

     FIRST:     THE UNDERSIGNED, Henry D. Kahn, whose address is 1100 Charles 
Center South, 36 South Charles Street, Baltimore, Maryland 21201, being at least
eighteen years of age, acting as incorporator, does hereby form a corporation 
under the General Laws of the State of Maryland.

     SECOND:     The name of the corporation (which is hereinafter called the 
"Corporation") is:            F&M BANCORP

     THIRD:     The purposes for which and any of which the Corporation is 
formed and the business and objects to be carried on and promoted by it are:

          (1)     To acquire by purchase, subscription or otherwise, and to 
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, 
pledge or otherwise dispose of or deal in and with any and all securities, as 
such term is hereinafter defined, issued or created by any corporation, firm, 
organization, association or other entity, public or private, whether formed 
under the laws of the United States of America or of any state, commonwealth, 
territory, dependency or possession thereof, or of any foreign country or of 
any political subdivision, territory, or issued or created by the United States
of America or any state or commonwealth thereof or any foreign country, or by 
any agency, subdivision, territory, dependency, possession or municipality of
any of the foregoing, and as owner thereof to possess and exercise all the 
rights, powers and privileges of ownership, including the right to execute 
consents and vote thereon, and to do any and all acts and things necessary or 
advisable for the preservation, protection, improvement and enhancement in value
thereof.

     The term "securities" as used in this Article shall mean any and all notes,
stocks, treasury stocks, bond debentures, evidences of indebtedness, 
certificates of interest or participation in any profit-sharing agreement, 
collateral-trust certificates, preorganization certificates or subscriptions, 
transferable shares, investment contracts, voting trust certificates, 
certificates of deposit for a security, fractional undivided interests in oil, 
gas, or other mineral rights, or, in general, any interests or instruments 
commonly known as "securities", or any and all certificates of interest or 
participation in, temporary or interim certificates for, receipts for, 
guaranties of, or warrants or rights to subscribe to or purchase, any of the 
foregoing.

          (2)     To engage in any one or more businesses or transactions, or to
acquire all or any portion of any entity engaged in any one or more businesses 
or transactions which the Board of Directors may from time to time authorize or 
approve, whether or not related to the business described elsewhere in this 
Article or to any other business at the time or theretofore engaged in by the 
Corporation.

     The foregoing enumerated purposes and objects shall be in no way limited or
restricted by reference to, or inference from, the terms of any other clause of 
this or any other article of the charter of the Corporation, and each shall be 
regarded as independent; and they are intended to be and shall be construed as 
powers as well as purposes and objects of the Corporation and shall be in 
addition to and not in limitation of the general powers of corporations under 
the General Laws of the State of Maryland.

     FOURTH:     The present address of the principal office of the Corporation 
in this State is 110 Thomas Johnson Drive, Frederick, Maryland 21702.

     FIFTH:     The name and address of the resident agent of the Corporation
in this State are Gordon M. Cooley, 110 Thomas Johnson Drive, Frederick, 
Maryland 21702. Said resident agent is a citizen of the State of Maryland who 
resides there.

     SIXTH:     (a) The total number of shares of stock of all classes which 
the Corporation has authority to issue is 50,000,000 shares of Capital Stock 
(par value $5.00 per share), amounting in aggregate par value to $250,000,000.  
All of such shares are initially classified as "Common Stock." The Board of 
Directors may classify and reclassify any unissued shares of capital stock by 
setting or changing in any one or more respects the preferences, conversion or 
other rights, voting powers, restrictions, limitations as to dividends, 
qualifications, or terms or conditions of redemption of such shares of capital 
stock.

          (b)     The following is a description of the preferences, conversion 
and other rights, voting powers, restrictions, limitations as to dividends, 
qualifications, and terms and conditions of redemption of the Common Stock of 
the Corporation.

               (1)     Each share of Common Stock shall have one vote and, 
except as otherwise provided in respect of any class of stock hereafter 
classified or reclassified, the exclusive voting power for all purposes shall 
be vested in the holders of the Common Stock.

               (2)     Subject to the -provisions of law and any preferences of 
any class of stock hereafter classified or reclassified, dividends including 
dividends payable in shares of another class of the Corporation's stock may be 
paid on the Common Stock of the Corporation at such time and in such amounts as 
the Board of Directors may deem advisable.

               (3)     In the event of any liquidation, dissolution or winding 
up of the Corporation, whether voluntary or involuntary, the holders of the 
Common Stock shall be entitled, after payment or provision for payment of the 
debts and other liabilities of the Corporation and the amount to which the 
holders of any class of stock hereafter classified or reclassified having a 
preference on distribution in the liquidation, dissolution or winding up of the 
Corporation shall be entitled, together with the holders of any other class of 
stock hereafter classified or reclassified not having a preference on 
distributions in the liquidation, dissolution, or winding up of the 
Corporation, to share ratably in the remaining net assets of the Corporation.

          (c)     Subject to the foregoing, the power of the Board of Directors 
to classify and reclassify any of the shares of capital stock shall include, 
without limitation, subject to the provisions of the charter, authority to 
classify or reclassify any unissued shares of such stock into a class or classes
of preferred stock, preference stock, special stock, or other stock, and to 
divide and classify shares of any class into one or more series of such class, 
by determining, fixing, or altering one or more of the following:

               (1)     The distinctive designation of such class or series and 
the number of shares to constitute such class or series; provided that, unless 
otherwise prohibited by the terms of such or any other class or series, the 
number of shares of any class or series may be decreased by the Board of 
Directors in connection with any classification or reclassification of unissued 
shares and the number of shares of such class or series may be increased by the 
Board of Directors in connection with any such classification or 
reclassification, and any shares of any class or series which have been 
redeemed, purchased, otherwise acquired, or converted into shares of Common 
Stock or any other class or series shall become part of the authorized Common 
capital stock and be subject to classification and reclassification as provided 
in this Section.

               (2)     Whether or not and, if so, the rates, amounts and times 
at which, and the conditions under which, dividends shall be payable on shares 
of such class or series, whether any such dividends shall rank senior or junior 
to or on a parity with the dividends payable on any other class or series of 
stock, and the status of any such dividends as cumulative, cumulative to a 
limited extent, or non-cumulative and as participating or non-participating.

               (3)     Whether or not shares of such class or series shall have 
voting rights, in addition to any voting rights provided by law and, if so, the 
terms of such voting rights.

               (4)     Whether or not shares of such class or series shall have 
conversion or exchange privileges and, if so, the terms and conditions thereof, 
including provision for adjustment of the conversion or exchange rate in such 
events or at such times as the Board of Directors shall determine.

               (5)     Whether or not shares of such class or series shall be 
subject to redemption and, if so, the terms and conditions of such redemption, 
including the date or dates upon or after which they shall be redeemable and 
the amount per share payable in case of redemption, which amount may vary under 
different conditions and at different redemption dates; and whether or not there
shall be any sinking fund or purchase account in respect thereof, and if so, the
terms thereof.

               (6)     The rights of the holders of shares of such class or 
series upon the liquidation, dissolution, or winding up of the affairs of, or 
upon any distribution of the assets of, the Corporation, which rights may vary 
depending upon whether such liquidation, dissolution, or winding up is voluntary
or involuntary and, if voluntary' may vary at different dates, and whether such 
rights shall rank senior or junior to or on a parity with such rights of any 
other class or series of stock.

               (7)     Whether or not there shall be any limitations applicable,
while shares of such class or series are outstanding, upon the payment of 
dividends or making off distributions on, or the acquisition of, or the use of 
moneys for purchase or redemption of, any stock of the Corporation, or upon any 
other action of the Corporation, including action under this subparagraph, and, 
if so, the terms and conditions thereof.

               (8)     Any other preferences, rights, restrictions, including 
restrictions on transferability, and qualifications of shares of such class or 
series, not inconsistent with law and the charter of the Corporation.

               (d)     For the purposes hereof and of any articles 
supplementary to the charter providing for the classification or 
reclassification of any shares of capital stock or of any other charter 
document of the Corporation (unless otherwise provided in any such articles or
document), any class or series of stock of the Corporation shall be deemed to 
rank:

          (1)     prior to another class or series either as to dividends or 
upon liquidation, if the holders of such class or series shall be entitled to 
the receipt of dividends or of amounts distributable on liquidation, 
dissolution, or winding up, as the case may be, in preference or priority to 
holders of such other class or series;

          (2)     on a parity with another class or series either as to 
dividends or upon liquidation, whether or not the dividend rates, dividend 
payment dates, or redemption or liquidation price per share thereof be different
from those of such others, if the holders of such class or series of stock 
shall be entitled to receipt of dividends or amounts distributable upon 
liquidation, dissolution, or winding up, as the case may be, in proportion to 
their respective dividend rates or redemption or liquidation prices, without 
preference or priority over the holders of such other class or series; and

          (3)     junior to another class or series either as to dividends or 
upon liquidation, if the rights of the holders of such class or series shall be 
subject or subordinate to the rights of the holders of such other class or 
series in respect of the receipt of dividends or the amounts distributable upon 
liquidation, dissolution, or winding up, as the case may be.

     SEVENTH:     (a) The number of directors of the Corporation shall be 16, 
which number may be increased or decreased by-at least two-thirds of the 
directors then in office pursuant to the By-Laws of the Corporation, but shall 
never be less than the minimum number permitted by the General Laws of the 
State of Maryland now or hereafter in force.

          (b)     Subject to the rights of the holders of any class of Prefer-
red Stock then outstanding, newly increased directorships resulting from any 
increase in the authorized number of directors or any vacancies on the Board of 
Directors resulting from death, resignation, retirement, disqualification, 
removal from office, or other cause shall be filled by the required vote of the 
stockholders or the directors then in office.  A director so chosen by the 
stockholders shall hold office for the balance of the term then remaining.  A 
director so chosen by the remaining directors shall hold office until the next 
annual meeting of stockholders, at which time the stockholders shall elect a 
director to hold office for the balance of the term then remaining. No decrease 
in the number of directors constituting the Board of Directors shall affect the 
tenure of office of any director.

          (c)     Whenever the holders of any one or more series of Preferred 
Stock of the Corporation shall have the right, voting separately as a class, to 
elect one or more directors of the Corporation, the Board of Directors shall 
consist of said directors so elected in addition to the number of directors 
fixed as provided above in paragraph (a) of this Article SEVENTH or in the By-
Laws. Notwithstanding the foregoing, and except as otherwise may be required by
law, whenever the holders of any one or more series of Preferred Stock of the 
Corporation shall have the right, voting separately as a class, to elect one or 
more directors of the Corporation, the terms of the director or directors 
elected by such holder shall expire at the next succeeding annual meeting of 
stockholders.

          (d)     Subject to the rights of the holders of any class separately 
entitled to elect one or more directors, any director, or the entire Board of 
Directors, may be removed from office at any time, but only for cause and then 
only by the affirmative vote of the holders of at least 80% of the combined 
voting power of all classes of shares of capital stock entitled to vote in the 
election for directors voting together as a single class.

          (e)     At each annual meeting of stockholders beginning in 1997, 
successors to the class of directors whose term expires at that annual meeting 
shall be elected for a three year term.

               (1)     The following persons shall serve as directors until the 
1998 annual meeting of stockholders:

Howard B. Bowen
Martha E. Church
Albert H. Cohen
Charles W. Hoff, III
Robert K. Moler

               (2)     The following persons shall serve as directors until the 
1999 annual meeting of stockholders:

John D. Brunk
Faye E. Cannon
Charles A. Nicodemus
H. Deets Warfield
John C. Warfield

               (3)     The following persons shall serve as directors until the 
2000 annual meeting of stockholders:

R. Carl Benna
Beverly B. Byron
Maurice A. Gladhill
James K. Kluttz
Richard W. Phoebus
Thomas R. Winkler

     EIGHTH:     The following provisions are hereby adopted for the purpose of 
defining, limiting, and regulating the powers of the Corporation and of the 
directors and stockholders:

          (1)     The Board of Directors is hereby empowered to authorize the 
issuance from time to time of shares of its stock of any class, whether now or 
hereafter authorized, or securities convertible into shares of its stock of any 
class or class or classes, whether now or hereafter authorized, for such 
consideration as may be deemed advisable by the Board of Directors and without 
any action by the stockholders.

          (2)     No holder of any stock or any other securities of the 
Corporation, whether now or hereafter authorized, shall have any preemptive 
right to subscribe for or purchase any stock or any other securities of the 
Corporation other than such, if any, as the Board of Directors, in its sole 
discretion, may determine and at such price or prices and upon such other terms 
as the Board of Directors, in its sole discretion, may fix; and any stock or 
other securities which the Board of Directors may determine to offer for 
subscription may, as the Board of Directors in its sole discretion shall 
determine, be offered to the holders of any class, series or type of stock or 
other securities at the time outstanding to the exclusion of the holders of any 
or all other classes, series or @s of stock or other securities at the time 
outstanding.

          (3)     The Board of Directors shall have power from time to time and 
in its sole discretion to determine in accordance with sound accounting 
practice, what constitutes annual or other net profits, earnings, surplus, or 
net assets in excess of capital; to fix and vary from time to time the amount 
to be reserved as working capital, or determine that retained earnings or 
surplus shall remain in the hands of the Corporation; to set apart out of any 
funds of the Corporation such reserve or reserves in such amount or amounts and 
for such proper purpose or purposes as it shall determine and to abolish any 
such reserve or any part thereof, to distribute and pay distributions or 
dividends in stock, cash or other securities or property, out of surplus or any 
other funds or amounts legally available therefor, at such times and to the 
stockholders of record on such dates as it may, from time to time, determine; 
and to determine whether and to what extent and at what times and places and 
under what conditions and regulations the books, accounts and documents of the 
Corporation, or any of them, shall be open to the inspection of stockholders, 
except as otherwise provided by statute or by the By-Laws, and, except as so 
provided, no stockholder shall have any right to act any book, account or 
document of the Corporation unless authorized so to do by resolution of the 
Board of Directors.

          (4)     A contract or other transaction between the Corporation and 
any of its directors or between the Corporation and any other corporation, or 
other entity in which any of its directors is a director or has a material 
financial interest is not void or voidable solely because of any one or more of 
the following: the common directorship or interest; the presence of the 
director at the meeting of the Board of Directors which authorizes, approves
or ratifies the contract or transaction; or the counting of the vote of the 
director for the authorization, approval or ratification of the contract or 
transaction. as Paragraph (4) applies if-

               (a)     the fact of the common directorship or interest is 
disclosed or known to: the Board of Directors and the Board authorizes, 
approves or ratifies the contract or transaction by the affirmative vote of
a majority of disinterested directors, even if the disinterested directors 
constitute less than a quorum; or the stockholders entitled to vote, and the 
contract or transaction is authorized, approved, or ratified by a majority of 
the votes cast by the stockholders entitled to vote other than the votes of 
shares owned of record or beneficially by the interested director or 
corporation, firm, or other entity; or (b) the contract or transaction is 
fair and reasonable to the Corporation.

     Common or interested directors or the stock owned by them or by an 
interested corporation, firm, or other entity may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or at a meeting of 
the stockholders, as the case may be, at which the contract or transaction is 
authorized, approved or ratified.  If a contract or transaction is not 
authorized, approved or ratified in one of the ways provided for in clause (a) 
of the second sentence of this Paragraph (4), the person asserting the validity 
of the contract or transaction bears the burden of proving that the contract or 
transaction was fair and reasonable to the Corporation at the time it was 
authorized, approved, or ratified.  The procedures in this Paragraph

          (4)     do not apply to the fixing by the Board of Directors of 
reasonable compensation for a director, whether as a director or in any other 
capacity.

          (5)     The Corporation shall indemnify (a) its directors and 
officers, whether serving the Corporation or at its request any other entity,
to the full extent required or permitted by the General Laws of the State of 
Maryland now or hereafter in force, including the advance of expenses under the 
procedures and to the full extent permitted by law and (b) other employees and 
agents to such extent as shall be authorized by the Board of Directors or the 
Corporation's By-Laws and be permitted by law.  The foregoing rights of 
indemnification shall not be exclusive of any other rights to which those 
seeking indemnification may be entitled.  The Board of Directors may take such 
action as is necessary to carry out these indemnification provisions and is 
expressly empowered to adopt, approve and amend from time to time such by-laws, 
resolutions or contracts implementing such provisions or such further 
indemnification arrangements as may be permitted by law.  No amendment of the 
charter of the Corporation or repeal of any of its provisions shall limit or 
eliminate the right to indemnification provided hereunder with respect to acts 
or omissions occurring prior to such amendment or repeal.

          (6)     To the fullest extent permitted by Maryland statutory or 
decisional law, as amended or interpreted, no director or officer of this 
Corporation shall be personally liable to the Corporation or its stockholders 
for money damages.  No amendment of the charter of the Corporation or repeal of 
any of its provisions shall limit or eliminate the benefits provided to 
directors and officers under this provision with respect to any act or omission 
which occurred prior to such amendment or repeal.

          (7)     The Board of Directors shall, in connection with the exercise 
of its business judgment involving a Business Combination (as defined in
Section 3-601 of the Corporations and Associations Article of the Annotated 
Code a Maryland) or any actual or proposed transaction which would or may 
involve a change in control of the Corporation (whether by purchases or shares 
of stock or any other securities of the Corporation in the open market or 
otherwise, tender offer, merger, consolidation, dissolution, liquidation, sale 
of all or substantially all of the assets of the Corporation, proxy 
solicitation or otherwise), in determining what is in the best interests of the
Corporation and its stockholders and in making any recommendation to its 
stockholders, give due consideration to all relevant factors, including, but 
not limited to (A) the economic effect, both immediate and long-term, upon the 
Corporation's stockholders, including stockholders, if any, not to participate 
in the transaction; (B) the social and economic effect on the employees, 
depositors and customers of, and others dealing with, the Corporation and its 
subsidiaries and on the communities in which the Corporation and its 
subsidiaries operate or are located; (C) whether the proposal is acceptable 
based on the historical and current operating results or financial condition of 
the Corporation; (D) whether a more favorable price could be obtained for the 
Corporation's stock or other securities in the future; (E) the reputation and 
business practices of the offeror and its management and affiliates as they 
would affect the employees of the Corporation and its subsidiaries; (F) the 
future value of the stock or any other securities of the Corporation; (G) any 
antitrust or other legal and regulatory issues that are raised by the proposal; 
and (H) the business and financial condition and earnings prospects of the 
acquiring person or entity, including, but not limited to, debt service and 
other existing financial obligations, financial obligations to be incurred in 
connection with the acquisition, and other likely financial obligations or the 
acquiring person or entity.  If the Board of Directors determines that any 
proposed Business Combination (as defined in Section 3-601 of the Corporations 
and Associations Article of the Annotated Code of Maryland) or actual or 
proposed transaction which would or may involve a change in control of the 
Corporation should be rejected, it may take any lawful action to defeat such 
transaction, including, but not limited to, any or all of -the following; 
advising stockholders not to accept the proposal; instituting litigation 
against the party making the proposal; filing complaints with governmental and 
regulatory authorities; acquiring the stock or any of the securities of the 
Corporation; selling or otherwise issuing authorized but unissued stock, other 
securities or treasury stock or granting options. with respect thereto; 
acquiring a company to create an antitrust or other regulatory problem for the 
party making the proposal; and obtaining a more favorable offer from another 
individual or entity.

         (8)     The Corporation reserves the right from time to time to make 
any amendments of its charter which may now or hereafter be authorized by law, 
including any amendments changing the terms of contract rights, as expressly 
set forth in its charter, of any of its outstanding stock by classification, 
reclassification or otherwise; but no such amendment which changes such terms 
or contract rights of any of its o ding stock shall be valid unless such 
amendment shall have been authorized by not less dm a majority of the aggregate 
number of the votes entitled to be cast thereon, by a vote at a meeting or in 
writing with or without a meeting.

     The enumeration and definition of particular powers of the Board of 
Directors included in the foregoing shall in no way be limited or restricted by 
reference to or inference from the terms of any other clause of this or any 
other Article of the charter of the Corporation, or construed as or deemed by 
inference or otherwise in any manner to exclude or limit any powers conferred 
upon the Board of Directors under the General Laws of the State of Maryland now 
or hereafter in force; provided, however, that any amendment to, repeal of or 
adoption of any provision inconsistent with Article SEVENTH or sub-paragraph 
(7) of Article,

     EIGHTH, or this subparagraph of Article EIGHTH, paragraph (a) shall have 
been authorized by not less than 80% of the aggregate votes entitled to be cast 
thereon (considered for this purpose as a single class), by vote at a meeting 
or in writing with or without a meeting.

          (9)     Except as provided in these Articles of Incorporation, 
notwithstanding any provision of law requiring the authorization of any action 
by a greater proportion than a majority of the total number of shares of all 
classes of capital stock or of the total number of shares of any class of 
capital stock, such action shall be valid and effective if authorized by the 
affirmative vote of the holders of a majority of the total number of shares of 
all classes outstanding and entitled to vote thereon, except as otherwise 
provided in the charter.

     NINTH:     The duration of the Corporation shall be perpetual.

     SECOND:     (a) As of immediately before the amendment and restatement the 
total number of shares of capital stock of all classes which the Corporation 
has authority to issue is 10,000,000 shares, all of which shares are now 
classified as Common Stock (par value $5.00 per share).
          (b)     As amended the total number of shares of capital stock of all 
classes which the Corporation has authority to issue is 50,000,000 shares, all 
of which shares are now classified as Common Stock (par value $5.00 per share).
          (c)     The aggregate par value of all shares having a par value is 
$50,000,000 before the amendment and $250,000,000 as amended.

          (d)     The shares of capital stock of the Corporation are now all of 
one class, and the description, as amended, of such class, including the 
preferences, conversion and other rights, voting powers, restrictions, 
limitations as to dividends, qualifications, and terms and conditions of 
redemption is set forth in Article FIRST of these Articles of Amendment and 
Restatement.

     THIRD:     The foregoing amendment and restatement to the Charter of the 
Corporation has been advised by the Board of Directors and approved by the 
stockholders of the Corporation.

     IN WITNESS WHEREOF, F&M BANCORP has caused these presents to be signed in 
its name and on its behalf by its President and witnessed by its Secretary on 
May 1997.

WITNESS:                                       F&M BANCORP

_________________________          BY:_______________________________
Gordon M. Cooley, Secretary           Faye E. Cannon, President




THE UNDERSIGNED, President of F&M Bancorp, who executed on behalf of the 
Corporation the foregoing Articles of Amendment and Restatement of which this 
certificate is made a part, hereby acknowledges in the name and on behalf of 
said Corporation the foregoing Articles of Amendment and Restatement to be the 
corporate act of said Corporation and hereby certifies that to the best of her 
knowledge, information, and belief the matters and facts set forth therein with 
respect to the authorization and approval thereof are true in all material 
respects under the penalties of perjury.


                                   Faye E. Cannon, President