Exhibit 3.2


                                   F&M BANCORP
                                     BY-LAWS

                                    ARTICLE I.
                                   STOCKHOLDERS

     SECTION 1.01.  Annual Meeting.  The Corporation shall hold an annual 
meeting of its stockholders to elect directors and transact any other business 
within its powers, at such time and on such date during the 31-day period 
commencing on the second Tuesday of April in each year as shall be determined 
by the Board of Directors. Failure to hold an annual meeting does not invalidate
the Corporation's existence or affect any otherwise valid corporate acts.

     SECTION 1.02.  Special Meeting.  At any time in the interval between annual
meetings, a special meeting of the stockholders may be called by the Chairman of
the Board or the President or by a majority of the Board of Directors by vote at
a meeting or in writing (addressed to the Secretary of the Corporation) with or 
without a meeting. Special meetings of the stockholders shall be called by the 
Secretary at the request of the stockholders only on the written request of 
stockholders entitled to cast at least a majority of all the votes entitled to 
be cast at the meeting and then only as may be required by law. At a special 
meeting of stockholders, only such business shall be conducted as shall be 
specified in the notice of meeting (or any supplement thereto) given by or at 
the direction of the Board of Directors.

     SECTION 1.03.  Place of Meetings.  Meetings of stockholders shall be held 
at such place in the United States as is set from time to time by the Board of 
Directors. In the absence of such designation, the meetings shall be held at the
main office of the Corporation.

     SECTION 1.04.  Notice of Meetings; Waiver of Notice.  Not less than ten nor
more than 90 days before each stockholders' meeting, the Secretary shall give 
written notice of the meeting to each stockholder entitled to vote at the 
meeting and each other stockholder entitled to notice of the meeting. The notice
shall state the time and place of the meeting and, if the meeting is a special 
meeting or notice of the purpose is required by statute, the purpose of the 
meeting. Notice is given to a stockholder when it is personally delivered to him
or her, left at his or her residence or usual place of business, or mailed to 
him or her at his or her address as it appears on the records of the 
Corporation. Notwithstanding the foregoing provisions, each person who is 
entitled to notice waives notice if he or she before or after the meeting signs 
a waiver of the notice which is filed with the records of stockholders' 
meetings, or is present at the meeting in person or by proxy. A meeting of 
stockholders convened on the date for which it was called may be adjourned from 
time to time without further notice to a date not more than 120 days after the 
original record date.

     SECTION 1.05.  Quorum; Voting.  Unless statute or the Charter provides 
otherwise, at a meeting of stockholders the presence in person or by proxy of 
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting constitutes a quorum, and a majority of all the votes cast at a 
meeting at which a quorum is present is sufficient to approve any matter which 
properly comes before the meeting, except that a plurality of all the votes cast
at a meeting at which a quorum is present is sufficient to elect a director. 

     SECTION 1.06.  Adjournments.  A meeting of stockholders convened on the 
date for which it was called may be adjourned from time to time without further 
notice to a date not more than 120 days after the original record date. Any 
business which might have been transacted at the meeting as originally notified 
may be deferred and transacted at any such adjourned meeting at which a quorum 
shall be present.

     SECTION 1.07.  General Right to Vote; Proxies.  Unless the Charter provides
for a greater or lesser number of votes per share or limits or denies voting 
rights, each outstanding share of stock, regardless of class, is entitled to one
vote on each matter submitted to a vote at a meeting of stockholders. In all 
elections for directors, each share of stock may be voted for as many 
individuals as there are directors to be elected and for whose election the 
share is entitled to be voted. A stockholder may vote the stock the stockholder 
owns of record either in person or by proxy. A stockholder may sign a writing 
authorizing another person to act as proxy. Signing may be accomplished by the 
stockholder or the stockholder's authorized agent signing the writing or causing
the stockholder's signature to be affixed to the writing by any reasonable 
means, including facsimile signature. A stockholder may authorize another person
to act as proxy by transmitting, or authorizing the transmission of, a telegram,
cablegram, datagram, or other means of electronic transmission to the person 
authorized to act as proxy or to a proxy solicitation firm, proxy support 
service organization, or other person authorized by the person who will act as 
proxy to receive the transmission. Unless a proxy provides otherwise, it is not 
valid more than 11 months after its date. A proxy is revocable by a stockholder 
at any time without condition or qualification unless the proxy states that it 
is irrevocable and the proxy is coupled with an interest. A proxy may be made 
irrevocable for so long as it is coupled with an interest. The interest with 
which a proxy may be coupled includes an interest in the stock to be voted under
the proxy or another general interest in the Corporation or its assets or 
liabilities. 

     SECTION 1.08.  List of Stockholders. At each meeting of stockholders, a 
full, true and complete list of all stockholders entitled to vote at such 
meeting, showing the number and class of shares held by each and certified by 
the transfer agent for such class or by the Secretary, shall be furnished by the
Secretary.

     SECTION 1.09.  Conduct of Business.  Nominations of persons for election to
the Board of Directors and the proposal of business to be considered by the 
stockholders may be made at an annual meeting of stockholders (a) pursuant to 
the Corporation's notice of meeting, (b) by or at the direction of the Board of 
Directors or (c) by any stockholder of the Corporation who was a stockholder of 
record at the time of giving notice provided for in Section 1.11, who is 
entitled to vote at the meeting and who complied with the notice procedures set 
forth in Section 1.11. The chairman of the meeting shall have the power and duty
to determine whether a nomination or any business proposed to be brought before 
the meeting was made in accordance with the procedures set forth in this Section
and Section 1.11 and, if any proposed nomination or business is not in 
compliance with this Section and Section 1.11, to declare that such defective 
nomination or proposal be disregarded.
     SECTION 1.10.  Conduct of Voting.  At all meetings of stockholders, unless 
the voting is conducted by inspectors, the proxies and ballots shall be 
received, and all questions touching the qualification of voters and the 
validity of proxies, the acceptance or rejection of votes and procedures for the
conduct of business not otherwise specified by these By-Laws, the Charter or 
law, shall be decided or determined by the chairman of the meeting. The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a 
meeting of stockholders, in his or her discretion, may require that any votes 
cast at such meeting shall be cast by written ballot. If ordered by the Board of
Directors or the chairman of the meeting, the voting upon any election or 
question shall be conducted by one or more inspectors of election. In such 
event, the Board of Directors by resolution or the Chairman or President shall 
appoint one or more inspectors of election to act at such meeting and to make a 
written report thereof. One or more other persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or 
alternate is present, ready and willing to act at such meeting of stockholders, 
the chairman of the meeting shall appoint one or more inspectors to act at the 
meeting. Unless otherwise required by law, inspectors may be officers, employees
or agents of the Corporation. Each inspector, before entering upon the discharge
of his or her duties, shall take and sign an oath faithfully to execute the 
duties of inspector with strict impartiality and according to the best of his or
her ability. The inspector shall have the duties prescribed by law and shall 
take charge of the polls and, when the vote is completed, shall make a 
certificate of the result of the vote taken and of such other facts as may be 
required by law.
     SECTION 1.11.  Stockholder Proposals.  For any stockholder proposal to be 
presented in connection with an annual meeting of stockholders of the 
Corporation (other than proposals made under Rule 14a-8 of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act")), including any proposal 
relating to the nomination of a director to be elected to the Board of Directors
of the Corporation, the stockholders must have given timely notice thereof in 
writing to the Secretary of the Corporation. To be timely, a stockholder's 
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than 90 days nor more than 120 days prior to the first 
anniversary of the preceding year's annual meeting; provided, however, that in 
the event that the date of the annual meeting is advanced by more than 30 days 
or delayed by more than 60 days from such anniversary date, notice by the 
stockholder to be timely must be so delivered not later than the close of 
business on the tenth day, following the day on notice of the date of the annual
meeting was mailed or public announcement of the date of such meeting is made, 
whichever first occurs. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be 
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange Act 
(including such person's written consent to being named in the proxy statement 
as a nominee and to serving as a director if elected); (b) as to any other 
business that the stockholder proposes to bring before the meeting, a brief 
description of the business desired to be brought before the meeting, the 
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and of the beneficial owner, if any, on whose 
behalf the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made; 
(i) the name and address of such stockholder, as they appear on the 
Corporation's books, and of such beneficial owner and (ii) the class and number 
of shares of stock of the Corporation which are owned beneficially and of record
by such stockholders and such beneficial owner; (d) a description of all 
arrangements or understandings between such stockholder and any other person or 
persons (including their names) in connection with the proposal of such business
by such stockholder; and, (e) a representation that such stockholder intends to 
appear in person or by proxy at the annual meeting to bring such business before
the meeting.  
     SECTION 1.12.  Informal Action by Stockholders.  Any action required or 
permitted to be taken at a meeting of stockholders may be taken without a 
meeting if there is filed with the records of stockholders meetings an unanimous
written consent which sets forth the action and is signed by each stockholder 
entitled to vote on the matter and a written waiver of any right to dissent 
signed by each stockholder entitled to notice of the meeting but not entitled to
vote at it.


                                    ARTICLE II.
                                BOARD OF DIRECTORS

     SECTION 2.01.  Function of Directors.  The business and affairs of the 
Corporation shall be managed under the direction of its Board of Directors. All 
powers of the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or 
by the Charter or By-Laws.

     SECTION 2.02.  Number of Directors.  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, but shall never be less than the 
minimum number permitted by the General Laws of the State of Maryland now or 
hereafter in force.

     SECTION 2.03.  Age Limitation of Directors.  No person, except a person who
was a director of Farmers and Mechanics National Bank on March 11, 1975, shall 
be eligible to stand for election as a director after attaining seventy (70) 
years of age.

     SECTION 2.04.  Election and Tenure of Directors.  The directors shall be 
divided into three classes as nearly equal in number as possible. At each 
successive annual meeting of stockholders, the holders of stock present in 
person or by proxy at such meeting and entitled to vote thereat shall elect 
members of each successive class to serve for three year terms and until their 
successors are elected and qualify. If the number of directors is changed, any 
increase or decrease shall be apportioned among the classes so as to maintain 
the number of directors in each class as nearly equal as possible, and any 
additional director of any class shall, subject to Section 2.06, hold office for
a term that shall coincide with the remaining term of that class, but in no case
shall a decrease in the number of directors shorten the term of any incumbent 
director.

     SECTION 2.05.  Removal of Director.  Any director or the entire Board of 
Directors may be removed only in accordance with the provisions of the Charter. 

     SECTION 2.06.  Vacancy on Board.  Subject to the rights of the holders of 
any class of stock separately entitled to elect one or more directors, the 
stockholders may elect a successor to fill a vacancy on the Board of Directors 
which results from the removal of a director. A director elected by the 
stockholders to fill a vacancy which results from the removal of a director 
serves for the balance of the term of the removed director. Subject to the 
rights of the holders of any class of stock separately entitled to elect one or 
more directors, a majority of the remaining directors, whether or not sufficient
to constitute a quorum, may fill a vacancy on the Board of Directors which 
results from any cause except an increase in the number of directors, and a 
majority of the entire Board of Directors may fill a vacancy which results from 
an increase in the number of directors. A director elected by the Board of 
Directors to fill a vacancy serves until the next annual meeting of stockholders
and until his or her successor is elected and qualifies.

     SECTION 2.07.  Regular Meetings.  After each meeting of stockholders at 
which directors shall have been elected, the Board of Directors shall meet as 
soon as practicable for the purpose of organization and the transaction of other
business; and in the event that no other time is designated by the stockholders,
the Board of Directors shall meet at 2:00 p.m. on the date of such stockholders 
meeting or immediately following the close of such meeting, whichever is later, 
on the day of such meeting. Such first regular meeting shall be held at the 
principal office of the Corporation. No notice of such first meeting shall be 
necessary if held as hereinabove provided. Any other regular meeting of the 
Board of Directors shall be held on such date and at any place as may be 
designated from time to time by the Board of Directors.

     SECTION 2.08.  Special Meetings.  Special meetings of the Board of 
Directors may be called at any time by the Chairman of the Board or the 
President or by a majority of the Board of Directors by vote at a meeting, or in
writing with or without a meeting. A special meeting of the Board of Directors 
shall be held on such date and at any place as may be designated from time to 
time by the Board of Directors. In the absence of designation such meeting shall
be held at such place as may be designated in the call.

     SECTION 2.09.  Notice of Meeting.  Except as provided in Section 2.07, the 
Secretary shall give notice to each director of each regular and special meeting
of the Board of Directors. The notice shall state the time and place of the 
meeting. Notice is given to a director when it is delivered personally to him, 
sent by mail, telephone, telegram, facsimile, or other electronic means by which
receipt of notice can be verified, at least one day before the day of the 
meeting. Unless the By-Laws or a resolution of the Board of Directors provides 
otherwise, the notice need not state the business to be transacted at or the 
purposes of any regular or special meeting of the Board of Directors. No notice 
of any meeting of the Board of Directors need be given to any director who 
attends except where a director attends a meeting for the express purpose of 
objecting to the transaction of any business because the meeting is not lawfully
called or convened, or to any director who, in writing executed and filed with 
the records of the meeting either before or after the holding thereof, waives 
such notice. Any meeting of the Board of Directors, regular or special, may 
adjourn from time to time to reconvene at the same or some other place, and no 
notice need be given of any such adjourned meeting other than by announcement.

     SECTION 2.10.  Action by Directors.  Unless statute or the Charter or By-
Laws requires a greater proportion, the action of a majority of the directors 
present at a meeting at which a quorum is present is action of the Board of 
Directors. A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business. In the absence of a quorum, the directors 
present by majority vote and without notice other than by announcement may 
adjourn the meeting from time to time until a quorum shall attend. At any such 
adjourned meeting at which a quorum shall be present, any business may be 
transacted which might have been transacted at the meeting as originally 
notified. Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, if an unanimous written consent 
which sets forth the action is signed by each member of the Board and filed with
the minutes of proceedings of the Board.

     SECTION 2.11.  Meeting by Conference Telephone.  Members of the Board of 
Directors may participate in a meeting by means of a conference telephone or 
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means 
constitutes presence in person at a meeting.

     SECTION 2.12.  Compensation.  By resolution of the Board of Directors a 
fixed sum and expenses, if any, for attendance at each regular or special 
meeting of the Board of Directors or of committees thereof, and other 
compensation for their services as such or on committees of the Board of 
Directors, may be paid to directors. A director who serves the Corporation in
any other capacity also may receive compensation for such other services, 
pursuant to a resolution of the directors.


                                  ARTICLE III.
                                   COMMITTEES

     SECTION 3.01.  Committees.  The Board of Directors will appoint from among 
its members an Executive Committee, Compensation Committee, Audit Committee, 
Nominating Committee, and may appoint such other committees deemed necessary, 
composed of two or more directors and delegate to these committees any of the 
powers of the Board of Directors, except the power to authorize dividends on 
stock, elect directors, issue stock other than as provided in the next sentence,
recommend to the stockholders any action which requires stockholder approval, 
amend these By-Laws, or approve any merger or share exchange which does not 
require stockholder approval. If the Board of Directors has given general 
authorization for the issuance of stock providing for or establishing a method 
or procedure for determining the maximum number of shares to be issued, a 
committee of the Board, in accordance with that general authorization or any 
stock option or other plan or program adopted by the Board of Directors, may 
authorize or fix the terms of stock subject to classification or 
reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by 
the Board of Directors.

     SECTION 3.02.  Committee Procedure.  Each committee shall function in 
accordance with the charter established by that committee and ratified by the 
Board of Directors. Regular meetings of each committee shall be held at such 
time as provided for herein and upon such notice as the committee shall 
determine. Special meetings of each committee may be held at any time and place 
upon the call of the Chairman of the Board, the President, the Chairman of the 
committee, or any two other members of the committee, and upon such notice as 
the committee may prescribe. A majority of the members of a committee shall 
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of the 
committee. The members of a committee present at any meeting, whether or not 
they constitute a quorum, may appoint a director to act in the place of an 
absent member. Any action required or permitted to be taken at a meeting of a 
committee may be taken without a meeting, if an unanimous written consent which 
sets forth the action is signed by each member of the committee and filed with 
the minutes of the committee. Minutes of meetings of each committee shall be 
available to the Board of Directors. The members of a committee may conduct any 
meeting thereof by conference telephone in accordance with the provisions of 
Section 2.11.

     SECTION 3.03.  Emergency.  In the event of a state of disaster of 
sufficient severity to prevent the conduct and management of the affairs and 
business of the Corporation by its directors and officers as contemplated by the
Charter and these By-Laws, any two or more available members of the then 
incumbent Executive Committee shall constitute a quorum of that Committee for 
the full conduct and management of the affairs and business of the Corporation 
in accordance with the provisions of Section 3.01. In the event of the 
unavailability, at such time, of a minimum of two members of the then incumbent 
Executive Committee, the available directors shall elect an Executive Committee 
consisting of any two members of the Board of Directors, whether or not they be 
officers of the Corporation, which two members shall constitute the Executive 
Committee for the full conduct and management of the affairs of the Corporation 
in accordance with the foregoing provisions of this Section. This Section shall 
be subject to implementation by resolution of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-Laws (other than 
this Section) and any resolutions which are contrary to the provisions of this 
Section or to the provisions of any such implementary resolutions shall be 
suspended until it shall be determined by any interim Executive Committee 
acting under this Section that it shall be to the advantage of the Corporation 
to resume the conduct and management of its affairs and business under all the 
other provisions of these By-Laws.


                                   ARTICLE IV.
                                    OFFICERS

    SECTION 4.01.  Officers.  The Corporation shall have a President, Secretary,
and Treasurer who will be elected by the Board of Directors. The Corporation may
also have a Chairman of the Board and/or a Vice Chairman, if elected by the 
directors, one or more Vice-Presidents, one or more Assistant Vice-Presidents, 
one or more Assistant Secretaries, one or more Assistant Treasurers, and such 
other assistant and subordinate officers as are elected by the Board of 
Directors or appointed by the President. A person may hold more than one office 
in the Corporation but may not serve concurrently as both President and 
Vice-President of the Corporation. The Chairman of the Board and/or Vice 
Chairman shall be a director, and the other officers may be directors.

     SECTION 4.02.  Chairman of the Board.  The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present. He or she shall have and may 
exercise such powers as are from time to time assigned by the Board of 
Directors.
     SECTION 4.03.  Vice Chairman of the Board.  The Vice Chairman of the Board,
if one be elected, shall in the absence of the Chairman of the Board and the 
President preside at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present. He or she shall have and may 
exercise such powers as are from time to time assigned by the Board of 
Directors.

     SECTION 4.04.  President.  In the absence of the Chairman of the Board, the
President shall preside at all meetings of the stockholders and of the Board of 
Directors at which he or she shall be present; shall have general charge and 
supervision of the assets and affairs of the Corporation; may sign and execute, 
in the name of the Corporation, all authorized deeds, mortgages, bonds, 
contracts or other instruments, except in cases in which the signing and 
execution thereof shall have been expressly delegated to some other officer or 
agent of the Corporation; and, in general, unless the Board of Directors so 
empowers another, shall perform such duties as are customarily performed by the 
chief executive officer of a corporation, and may perform such other duties as 
are from time to time assigned by the Board of Directors.

     SECTION 4.05.  Vice-Presidents.  The Vice-President or Vice-Presidents, at 
the request of the President or in his or her absence or during his or her 
inability to act, shall perform the duties and exercise the functions of the 
President, and when so acting shall have the powers of the President. If there 
be more than one Vice-President, the President or the Board of Directors may 
determine which one or more of the Vice-Presidents shall perform any of such 
duties or exercise any of such functions; otherwise any of the Vice-Presidents 
may perform any of such duties or exercise any of such functions. The Vice-
President or Vice-Presidents shall have such other powers and perform such other
duties, and have such additional descriptive designations in their titles (if 
any), as are from time to time assigned to them by the Board of Directors or the
President.

     SECTION 4.06.  Secretary.  The Secretary shall keep the minutes of the 
meetings of the stockholders, of the Board of Directors and of any committees, 
in books provided for the purpose; he or she shall see that all notices are duly
given in accordance with the provisions of these By-Laws or as required by law; 
he or she shall be custodian of the records of the Corporation; he or she shall 
witness all documents on behalf of the Corporation, the execution of which is 
duly authorized, see that the corporate seal is affixed where such document is 
required or desired to be under its seal, and, when so affixed, may attest the 
same; and, in general, he or she shall perform all duties customarily performed 
by a secretary of a corporation, and shall perform such other duties and have 
such other powers as are from time to time assigned to him or her by the Board 
of Directors or the President.

     SECTION 4.07.  Treasurer.  The Treasurer shall have charge of and be 
responsible for all funds, securities, receipts and disbursements of the 
Corporation, and shall deposit, or cause to be deposited, in the name of the 
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the Board of 
Directors; he or she shall render to the President and to the Board of 
Directors, whenever requested, an account of the financial condition of the 
Corporation. In general, he or she shall perform all the duties customarily 
performed by a treasurer of a corporation, and such other duties as are from 
time to time assigned to him by the Board of Directors or the President.

     SECTION 4.08.  Compensation. The Board of Directors shall have power (which
power will be delegated to the Compensation Committee, if one is formed) to fix 
the salaries and other compensation and remuneration, of whatever kind, of 
officers of the Corporation. To the extent the Compensation Committee does not 
establish salaries for officers, the President will fix salaries for all other 
officers and employees of the Corporation and all subsidiaries.

     SECTION 4.09.  Tenure and Removal of Officers.  All officers serve at the 
pleasure of the Board of Directors. The Board of Directors may remove an officer
or agent at any time and may delegate this power to the chief executive officer.

                                   ARTICLE V.
                                     STOCK

     SECTION 5.01.  Certificates for Stock.  Each stockholder is entitled to 
certificates which represent and certify the shares of stock he or she holds in 
the Corporation. Each stock certificate shall include on its face the name of 
the corporation that issues it, the name of the stockholder or other person to 
whom it is issued, and the class of stock and number of shares it represents. It
shall be in such form, not inconsistent with law or with the Charter, as shall 
be approved by the Board of Directors or any officer or officers designated for 
such purpose by resolution of the Board of Directors. Each stock certificate 
shall be signed by the Chairman of the Board, the President, or a 
Vice-President, and countersigned by the Secretary, an Assistant Secretary, the 
Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the 
actual corporate seal or a facsimile of it or in any other form and the 
signatures may be either manual or facsimile signatures. A certificate is valid 
and may be issued whether or not an officer who signed it is still an officer 
when it is issued. It shall also include on its face or back (a) a statement of 
any restrictions on transferability and (b) a statement which provides in 
substance that the Corporation will furnish to any stockholder on request and 
without charge a full statement of the designations and any preferences, 
conversion and other rights, voting powers, restrictions, limitations as to 
dividends, qualifications, and terms and conditions of redemption of the stock 
of each class which the Corporation is authorized to issue, of the differences 
in the relative rights and preferences between the shares of each series of a 
preferred or special class in series which the Corporation is authorized to 
issue, to the extent they have been set, and of the authority of the Board of 
Directors to set the relative rights and preferences of subsequent series of a 
preferred or special class of stock and any restrictions on transferability. 
Such request may be made to the Secretary or to its transfer agent. A 
certificate may not be issued until the stock represented by its is fully paid.

  SECTION 5.02.  Transfers.  The Board of Directors shall have power and 
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of stock; and may appoint 
transfer agents and registrars thereof. The duties of transfer agent and 
registrar may be combined.

     SECTION 5.03.  Record Dates or Closing of Transfer Books.  The Board of 
Directors may set a record date or direct that the stock transfer books be 
closed for a stated period for the purpose of making any proper determination 
with respect to stockholders, including which stockholders are entitled to 
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be prior to the close of business on the day the
record date is fixed nor, subject to Section 1.06, more than 90 days before the
date on which the action requiring the determination will be taken; the transfer
books may not be closed for a period longer than 20 days; and, in the case of a 
meeting of stockholders, the record date or the closing of the transfer books 
shall be at least ten days before the date of the meeting.

     SECTION 5.04.  Stock Ledger.  The Corporation shall maintain a stock ledger
which contains the name and address of each stockholder and the number of shares
of stock of each class which the stockholder holds. The stock ledger may be in 
written form or in any other form which can be converted within a reasonable 
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the principal office in the State of Maryland or
the principal executive offices of the Corporation.

     SECTION 5.05.  Certification of Beneficial Owners.  The Board of Directors 
may adopt by resolution a procedure by which a stockholder of the Corporation 
may certify in writing to the Corporation that any shares of stock registered in
the name of the stockholder are held for the account of a specified person other
than the stockholder. The resolution shall set forth the class of stockholders 
who may certify; the purpose for which the certification may be made; the form 
of certification and the information to be contained in it; if the certification
is with respect to a record date or closing of the stock transfer books, the 
time after the record date or closing of the stock transfer books within which 
the certification must be received by the Corporation; and any other provisions 
with respect to the procedure which the Board considers necessary or desirable. 
On receipt of a certification which complies with the procedure adopted by the 
Board in accordance with this Section, the person specified in the certification
is, for the purpose set forth in the certification, the holder of record of the 
specified stock in place of the stockholder who makes the certification.

     SECTION 5.06.  Lost Stock Certificates.  The Board of Directors of the 
Corporation may determine the conditions for issuing a new stock certificate in 
place of one which is alleged to have been lost, stolen, or destroyed, or the 
Board of Directors may delegate such power to any transfer agent, officer, or 
officers of the Corporation. In their discretion, the Board of Directors or such
officer or officers may require the owner of the certificate to give bond, with 
sufficient surety, to indemnify the Corporation against any loss or claim 
arising as a result of the issuance of a new certificate. In their discretion, 
the Board of Directors or such officer or officers may refuse to issue such new 
certificate save upon the order of some court having jurisdiction in the 
premises.


                                   ARTICLE VI.
                                     FINANCE

     SECTION 6.01.  Checks, Drafts, Etc.  All checks, drafts and orders for the 
payment of money, notes and other evidences of indebtedness, issued in the name 
of the Corporation, shall, unless otherwise provided by resolution of the Board 
of Directors, be signed by the Chairman of the Board, President, a Vice-
President, the Treasurer, the Secretary, or other assistant or subordinate 
officers.

     SECTION 6.02.  Annual Statement of Affairs.  The President shall prepare 
annually a full and correct statement of the affairs of the Corporation, to 
include a balance sheet and a financial statement of operations for the 
preceding fiscal year. The statement of affairs shall be submitted at the annual
meeting of the stockholders and, within 20 days after the meeting, placed on 
file at the Corporation's principal office.

     SECTION 6.03.  Fiscal Year.  The fiscal year of the Corporation shall be 
the twelve calendar months period ending December 31 in each year, unless 
otherwise provided by the Board of Directors.

     SECTION 6.04.  Dividends.  If declared by the Board of Directors at any 
meeting thereof, the Corporation may pay dividends on its shares in cash, 
property, or in shares of the capital stock of the Corporation, unless such 
dividend is contrary to law or to a restriction contained in the Charter.

                                   ARTICLE VII.
                                 INDEMNIFICATION

     SECTION 7.01.  Procedure.  Any indemnification, or payment of expenses in 
advance of the final disposition of any proceeding, shall be made promptly, and 
in any event within 60 days, upon the written request of the director or officer
entitled to seek indemnification (the "Indemnified Party"). The right to 
indemnification and advances hereunder shall be enforceable by the Indemnified 
Party in any court of competent jurisdiction, if (i) the Corporation denies such
request, in whole or in part, or (ii) no disposition thereof is made within 60 
days. The Indemnified Party's costs and expenses incurred in connection with 
successfully establishing his or her right to indemnification, in whole or in 
part, in any such action shall also be reimbursed by the Corporation. It shall 
be a defense to any action for advance for expenses that (a) a determination has
been made that the facts then known to those making the determination would 
preclude indemnification or (b) the Corporation has not received both (i) an 
undertaking as required by law to repay such advances in the event it shall 
ultimately be determined that the standard of conduct has not been met and (ii) 
a written affirmation by the Indemnified Party of such Indemnified Party's good 
faith belief that the standard of conduct necessary for indemnification by the 
Corporation has been met.
     SECTION 7.02.  Exclusivity, Etc.  The indemnification and advance of 
expenses provided by the Charter and these By-Laws shall not be deemed exclusive
of any other rights to which a person seeking indemnification or advance of 
expenses may be entitled under any law (common or statutory), or any agreement, 
vote of stockholders or disinterested directors or other provision that is 
consistent with law, both as to action in his or her official capacity and as to
action in another capacity while holding office or while employed by or acting 
as agent for the Corporation, shall continue in respect of all events occurring 
while a person was a director or officer after such person has ceased to be a 
director or officer, and shall inure to the benefit of the estate, heirs, 
executors and administrators of such person. The Corporation shall not be liable
for any payment under this By-Law in connection with a claim made by a director 
or officer to the extent such director or officer has otherwise actually 
received payment under insurance policy, agreement, vote or otherwise, of the 
amounts otherwise indemnifiable hereunder. All rights to indemnification and 
advance of expenses under the Charter of the Corporation and hereunder shall be 
deemed to be a contract between the Corporation and each director or officer of 
the Corporation who serves or served in such capacity at any time while this By-
Law is in effect. Nothing herein shall prevent the amendment of this By-Law, 
provided that no such amendment shall diminish the rights of any person 
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its 
adoption. Any repeal or modification of this By-Law shall not in any way 
diminish any rights to indemnification or advance of expenses of such director 
or officer or the obligations of the Corporation arising hereunder with respect 
to events occurring, or claims made, while this By-Law or any provision hereof 
is in force. 
     SECTION 7.03.  Severability; Definitions.  The invalidity or 
unenforceability of any provision of this Article VIII shall not affect the 
validity or enforceability of any other provision hereof. The phrase "this By-
Law" in this Article VIII means this Article VIII in its entirety.


                                  ARTICLE VIII.
                                SUNDRY PROVISIONS

     SECTION 8.01.  Books and Records.  The Corporation shall keep correct and 
complete books and records of its accounts and transactions and minutes of the 
proceedings of its stockholders and Board of Directors and of any executive or 
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual 
inspection. Minutes shall be recorded in written form but may be maintained in 
the form of a reproduction. The original or a certified copy of these By-Laws 
shall be kept at the principal office of the Corporation.

     SECTION 8.02.  Corporate Seal.  The Board of Directors shall provide a 
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize one or more duplicate 
seals and provide for the custody thereof. If the Corporation is required to 
place its corporate seal to a document, it is sufficient to meet the requirement
of any law, rule, or regulation relating to a corporate seal to place the word 
(seal) adjacent to the signature of the person authorized to sign the document 
on behalf of the Corporation.

     SECTION 8.03.  Bonds.  The Board of Directors may require any officer, 
agent or employee of the Corporation to give a bond to the Corporation, 
conditioned upon the faithful discharge of his or her duties, with one or more 
sureties and in such amount as may be satisfactory to the Board of Directors.

     SECTION 8.04.  Voting Stock in Other Corporations.  Stock of other 
corporations or associations, registered in the name of the Corporation, may be 
voted by the President, a Vice-President, or a proxy appointed by either of 
them. The Board of Directors, however, may by resolution appoint some other 
person to vote such shares, in which case such person shall be entitled to vote 
such shares upon the production of a certified copy of such resolution.

     SECTION 8.05.  Communication.  Any notice or other document which is 
required by these By-Laws to be mailed shall be considered personally delivered 
when sent by United States mail, facsimile, or other electronic means.

     SECTION 8.06.  Execution of Documents.  All instruments or documents may 
executed, acknowledged, verified, delivered, or accepted on behalf of the 
Corporation by the President. The President may grant specific or general 
authority relating to any signing, execution, acknowledgment, verification, 
delivery, or acceptance on behalf of the Corporation to other officers, 
employees, or agents.

     SECTION 8.07.  Amendments.  These By-Laws may be altered or repealed, in 
whole or in part, and new by-laws may be adopted, (a) at a meeting of 
stockholders duly called for such purpose pursuant to a majority of all the 
votes cast at such meeting if a quorum is present; provided, however, that 
notwithstanding the foregoing, any amendment to, repeal of or adoption of any 
provision of these By-Laws by the stockholders of the Corporation which is 
inconsistent with the purposes or effects of Article SEVENTH of the Charter 
(including, without limitation, paragraph (a) thereof) or subparagraph (7) of 
Article EIGHTH of the Charter or the last subparagraph of Article EIGHTH of the 
Charter shall require the affirmative vote of not less than 80% of the aggregate
votes entitled to be cast thereon (considered for this purpose as a single 
class), by vote at such a meeting, or (b) by the Board of Directors, at any 
regular or special meeting thereof.

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