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                                                                     Exhibit 3.2
                                     BYLAWS

                                       OF

                            MAIN STREET BANCORP, INC.

                         (As Amended, February 27, 2001)

ARTICLE I.  MEETINGS OF SHAREHOLDERS.

         Section 101. Place of Meetings. All meetings of the shareholders shall
be held at such place or places, within or without the Commonwealth of
Pennsylvania, as shall be determined by the Board of Directors from time to
time.

         Section 102.      Annual Meetings.

                  (a) Time and Date. The annual meeting of the shareholders for
the election of Directors and the transaction of such other business as may
properly come before the meeting shall be held at such date or hour as may be
fixed by the Board of Directors. At each annual meeting of shareholders,
directors shall be elected, reports of the affairs of the Corporation shall be
considered, and any other business may be transacted which is within the power
of the shareholders.

                  (b) Agenda for Annual Meeting. Matters to be placed on the
agenda for consideration at annual meetings of shareholders may be determined by
the Board of Directors or by any shareholder entitled to vote for the election
of directors. Matters proposed for the agenda by shareholders entitled to vote
for the election of directors shall be made by notice in writing, delivered or
mailed by first-class United States mail, postage prepaid, to the Secretary of
the Corporation not less than sixty (60) days prior to any annual meeting of
shareholders; provided, however, that if less than twenty-one (21) days' notice
of the meeting is given to shareholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the Corporation not later than the
close of the seventh day following the day on which notice of the meeting was
mailed to shareholders. Notice of matters which are proposed by the Board of
Directors shall be given at any time by the Chairman of the Board or any other
appropriate officer. Each notice made by shareholders shall set forth a brief
description of the business desired to be brought before the annual meeting. The
chairman of the meeting may determine and declare to the meeting that a matter
proposed for the agenda was not made in accordance with the foregoing procedure,
and if the chairman should so determine, the chairman shall so declare to the
meeting and the matter shall be disregarded.

         Section 103. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors in the manner provided herein.
Shareholders shall not have the right to call special meetings of shareholders,
except as specifically provided by law.

         Section 104. Conduct of Shareholders' Meetings. At every meeting of the
shareholders, the Chairman of the Board or, in the Chairman's absence, the
President or, in the President's absence, a chairman (who shall be one of the
officers, if any is present) chosen by a majority of the members of the Board of
Directors shall act as chairman of the meeting. The chairman of the meeting
shall have any and all powers and authority necessary in the chairman's sole
discretion to conduct an orderly meeting and preserve order and to determine any
and all procedural matters, including imposing reasonable limits on the amount
of time at the meeting taken up in remarks by any one shareholder or group of
shareholders. In addition, until the business to be completed at a meeting of
the shareholders is completed, the chairman of a meeting of the shareholders is


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expressly authorized to temporarily adjourn and postpone the meeting from time
to time. The Secretary of the Corporation or in the Secretary's absence, an
assistant secretary, shall act as secretary of all meetings of the shareholders.
In the absence at such meeting of the Secretary or assistant secretary, the
chairman of the meeting may appoint another person to act as secretary of the
meeting.

         Section 105. Determination of Record Date. The Board of Directors may
fix a time prior to the date of any meeting of shareholders as a record date for
the determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the Corporation after any record date
fixed as provided in this section. The Board of Directors may similarly fix a
record date for the determination of shareholders of record for any other
purpose. When a determination of shareholders of record has been made as
provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date for the adjourned meeting.

         Section 106. Voting List. The officer or agent having charge of the
transfer books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.

         Failure to comply with the requirements of this section shall not
affect the validity of any action taken at a meeting prior to a demand at the
meeting by any shareholder entitled to vote thereat to examine the list. The
original share register or transfer book, or a duplicate thereof kept in
Pennsylvania, shall be prima facie evidence as to who are the shareholders
entitled to examine the list or share register or transfer book or to vote at
any meeting of shareholders.

         Section 107. Judges of Election. In advance of any meeting of
shareholders of the Corporation, the Board of Directors may appoint judges of
election, who need not be shareholders, to act at the meeting or any adjournment
thereof. If judges of election are not so appointed, the presiding officer of
the meeting may, and on the request of any shareholder shall, appoint judges of
election at the meeting. The number of judges shall be one (1) or three (3). No
person who is a candidate for office to be filled at the meeting shall act as a
judge of election.

         In the event any person appointed as a judge fails to appear or fails
or refuses to act, the vacancy may be filled by appointment made by the Board of
Directors in advance of convening the meeting or at the meeting by the presiding
officer thereof.

         The judges of election shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies, receive
votes or ballots, hear and determine all challenges and questions in any way
arising in connection with the right to vote, count and tabulate all votes,
determine the result and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. The judge or judges of election shall
perform their duties impartially, in good faith, to the best of their ability
and as expeditiously as is practical. If there are three judges of election, the
decision, act or certificate of a majority shall be effective in all respects as
the decision, act or certificate of all.


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         On request of the presiding officer of the meeting, or of any
shareholder, the judge or judges shall make a report in writing of any challenge
or question or matter determined by them, and execute a certificate of any fact
found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated therein.

         Section 108. No Consent of Shareholders in Lieu of Meeting. No action
required to be taken or which may be taken at any annual or special meeting of
shareholders of the Corporation may be taken without a meeting, and the power of
the shareholders to consent in writing to action without a meeting is
specifically denied.


ARTICLE II.  DIRECTORS AND BOARD MEETINGS.

         Section 201. Management by Board of Directors. The business and affairs
of the Corporation shall be managed by a Board of Directors consisting of not
less than five (5) nor more than twenty-five (25) members, as fixed by the Board
of Directors from time to time. The Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, regulation, the Articles of Incorporation or these Bylaws directed or
required to be exercised or done by the shareholders. The Board of Directors
shall appoint one of its members to be the Chairman to serve at the pleasure of
the Board. He shall be a voting member of the Board of Directors and shall
preside at all meetings of the Board of Directors and Shareholders. The Board of
Directors shall also appoint a Vice Chairman. The Vice Chairman shall preside at
any meeting of the Board in the absence of the Chairman.

         Section 202. Nominations for Directors. Nominations by shareholders for
directors to be elected at an annual meeting of shareholders must be submitted
to the Secretary of the Corporation in writing not later than the close of
business on the ninetieth (90th) day immediately preceding the date of the
meeting. Such notification shall contain the following information: (a) name and
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the total number of shares of capital stock of the Corporation that
will be voted for each proposed nominee; (d) the name and residence address of
the notifying shareholder; and (e) the number of shares of capital stock of the
Corporation owned by the notifying shareholder. Nominations not made in
accordance herewith may, in the discretion of the chairman of the meeting, be
disregarded and, upon instruction, the judges of election may disregard all
votes cast for any such proposed nominee.

         Section 203. Qualifications of Directors; Share Ownership. Every
Director must be a shareholder of the Corporation and shall own in his/her own
right the number of shares (if any) required by law in order to qualify as such
Director. Any Director shall forthwith cease to be a Director when he/she no
longer holds such shares, which fact shall be reported to the Board of Directors
by the Secretary, whereupon the Board of Directors shall declare the seat of
such Director vacated.

         Section 203.1. Qualifications of Directors; Mandatory Retirement Age.
The mandatory retirement age for Directors shall be seventy (70) years. Any
Director shall forthwith cease to be a Director upon reaching the mandatory
retirement age, which fact shall be reported to the Board of Directors by the
Secretary, whereupon the Board of Directors shall declare the seat of such
Director vacated.

         Section 204. Classification of Directors. The Board of Directors of the
Corporation shall be divided into three (3) classes, as nearly equal in number
as possible, as provided in the Corporation's Articles of Incorporation.


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         Section 205. Compensation of Directors. No Director shall be entitled
to any salary as such; but the Board of Directors may fix, from time to time,
reasonable fees or other compensation, payable in cash, stock or other property,
for acting as a Director and reasonable fees to be paid each Director for
his/her services in attending meetings of the Board and meetings of committees
appointed by the Board. The Corporation may reimburse Directors for expenses
related to their duties as members of the Board of Directors.

         Section 206. Regular Meetings. Regular meetings of the Board of
Directors shall be held on such day, at such hour, and at such place, consistent
with applicable law, as the Board of Directors shall from time to time designate
or as may be designated in any notice from the Secretary calling the meeting.
The Board of Directors shall meet for reorganizational purposes at the first
regular meeting following the annual meeting of shareholders at which the
Directors are elected. Notice need not be given of regular meetings of the Board
of Directors which are held at the time and place designated by the Board of
Directors. If a regular meeting is not to be held at the time and place
designated by the Board of Directors, notice of such meeting, which need not
specify the business to be transacted thereat and which may be either verbal or
in writing, shall be given by the President to each member of the Board of
Directors at least twenty-four (24) hours before the time of the meeting.

         A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business. If at the time fixed for the meeting,
including the meeting to organize the new Board following the annual meeting of
shareholders, a quorum is not present, the directors in attendance may adjourn
the meeting from time to time until a quorum is present.

         Except as otherwise provided herein, a majority of Directors present
and voting at any meeting of the Board of Directors at which a quorum is
present, shall decide each matter considered. A Director cannot vote by proxy,
or otherwise act by proxy at a meeting of the Board of Directors.

         Section 207. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, or at the request of a
majority of Directors then in office. A special meeting of the Board of
Directors shall be deemed to be any meeting other than a regular meeting of the
Board of Directors. Notice of the time and place of every special meeting, which
need not specify the business to be transacted thereat, shall be given by the
Chairman to each member of the Board at least twenty-four (24) hours before the
time of such meeting.

         Section 208. Reports and Records. The reports of officers and
Committees and the records of the proceedings of all Committees shall be filed
with the Secretary of the Corporation and presented to the Board of Directors,
if practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a Director shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.

         Section 209. Removal by the Board. The Board of Directors may declare
vacant the office of a Director who has been judicially declared of unsound mind
or who has been convicted upon any offense punishable by imprisonment for a term
of more than one year or who has a substantial disability, or if, within thirty
(30) days after notice of his selection, he does not accept the office either in
writing or by attending a meeting of the Board of Directors. For purposes of
this Section 209, "substantial disability" shall mean the inability of a
Director, because of physical or mental incapacity, to perform his duties and
responsibilities for a period of more than six (6) months.


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ARTICLE III.  COMMITTEES.

         Section 301. Committees. The following two (2) Committees of the Board
of Directors shall be established by the Board of Directors in addition to any
other Committee the Board of Directors may in its discretion establish:
Executive and Audit Committees.

         Section 302. Executive Committee. The Executive Committee shall consist
of six (6) Directors. A majority of the members of the Executive Committee shall
constitute a quorum, and actions of a majority of those present at a meeting at
which a quorum is present shall be the actions of the Committee. Meetings of the
Committee may be called at any time by the Chairman of the Committee or his
designee. The Executive Committee shall have and exercise the authority of the
Board of Directors in the management of the business of the Corporation between
the dates of regular meetings of the Board of Directors.

         Section 303. Audit Committee. The Audit Committee shall consist of at
least five (5) Directors, none of whom shall be officers of the Corporation.
Meetings of the Committee may be called at any time by the Chairman of the
Committee or his designee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the actions of a
majority of those present at a meeting at which a quorum is present shall be the
actions of the Committee. The Committee shall, among other things, supervise the
audit of the books of the Corporation and recommend for approval by the Board
the services of a reputable Certified Public Accounting firm to perform such
audit.

         Section 304. Appointment of Committee Members. The Board of Directors
shall appoint the members of the Committees and the Chairman of each such
Committee to serve until the next annual meeting of shareholders. The Board of
Directors shall appoint the members of any other Committees established it, and
the Chairman of such Committee, to serve until the next annual meeting of
shareholders. The Board of Directors may appoint, from time to time, other
committees, for such purposes and with such powers as the Board may determine.

         Section 305. Organization and Proceedings. Each Committee of the Board
of Directors shall effect its own organization by the appointment of a Secretary
and such other officers, except the Chairman, as it may deem necessary. A record
of proceedings of all Committees shall be kept by the Secretary of such
Committee and filed and presented as provided in Section 208 of these Bylaws.


ARTICLE IV.  OFFICERS.

         Section 401. Officers. The Board of Directors shall appoint a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary, Chief
Financial Officer and such other Officers and Assistant Officers as the Board of
Directors or any, from time to time deem advisable. Any number of offices may be
held by the same person except the offices of President and Chief Financial
Officer. The Chief Executive Officer may, subject to change by the Board of
Directors, appoint such other officers and assistant officers as he or she may
deem advisable provided such officers or assistant officers have a title no
higher than Vice President, who shall hold office for such periods as the Chief
Executive Officer may determine. Officers may, but need not be Directors.

         Section 402. Chief Executive Officer. In the absence of the Chairman or
Vice Chairman of the Board, the Chief Executive Officer shall preside at any
meeting of the Board. The Chief Executive Officer shall have general executive
powers, and shall have and may exercise any and all other powers and duties
pertaining by law, regulation, or practice, to the office of Chief Executive
Officer, or imposed by these Bylaws. He shall also have and may exercise such


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further powers and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors.

         Section 403. President. In the absence of the Chairman or Vice Chairman
of the Board and the Chief Executive Officer, the President shall preside at any
meeting of the Board. The President shall have and may exercise any and all
powers and duties pertaining to bylaw, regulation or practice, to the office of
President, or imposed by these Bylaws. He shall also have and may exercise such
further powers and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors or the Chief Executive Officer.

         Section 404. Vice Presidents. The Board of Directors may appoint one or
more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and
Assistant Vice Presidents (collectively referred to herein as the "Vice
Presidents"). The Vice Presidents shall have such powers and duties as may be
assigned to them by the Board of Directors. The Executive Vice Presidents shall,
in the absence of the President and the Chief Executive Officer, perform all the
duties of the President and the Chief Executive Officer.

         Section 405. Secretary. The Secretary shall be Secretary of the Board
and of the Corporation, and shall keep accurate minutes of all meetings. He
shall attend to the giving of all notices required by these Bylaws to be given.
He shall be custodian of the corporate seal, records, documents and papers of
the Corporation. He shall provide for the keeping of proper records of all
transactions of the Corporation. He shall have and may exercise any and all
other powers and duties pertaining by law, regulation or practice, to the office
of Secretary, or imposed by these Bylaws. He shall also perform such other
duties as may be assigned to him, from time to time, by the Board of Directors.

         Section 406. Chief Financial Officer. The Chief Financial Officer shall
act under the supervision of the Chief Executive Officer or such other officer
as the Chief Executive Officer may designate. The Chief Financial Officer shall
have custody of the Corporation's funds and such other duties as may be
prescribed by the Board of Directors, Chief Executive Officer or such other
supervising officer as the Chief Executive Officer may designate.

         Section 407. Assistant Officers. Unless otherwise provided by the Board
of Directors, each Assistant Officer shall perform such duties as shall be
prescribed by the Board of Directors, the Chief Executive Officer or the Officer
to whom he/she is an Assistant. In the event of the absence or disability of an
Officer or his/her refusal to act, his/her Assistant Officer shall, in the order
of their rank, and within the same rank in the order of their seniority, have
the powers and authorities of such Officer.

         Section 408. Compensation. Unless otherwise provided by the Board of
Directors, the salaries and compensation of all Officers and Assistant Officers,
except the Chief Executive Officer, President and the Executive Vice Presidents,
shall be fixed by the Chief Executive Officer in accordance with the general
salary administration programs and guidelines established by the Board.

         Section 409. General Powers. The Officers are authorized to do and
perform such corporate acts as are necessary in the carrying on of the business
of the Corporation, subject always to the direction of the Board of Directors.


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ARTICLE V.  SHARES OF CAPITAL STOCK.

         Section 501. Authority to Sign Share Certificates. Every share
certificate of the Corporation shall be signed by the Chairman of the Board, the
President or by an Executive Vice President or one of the Vice Presidents.
Certificates may be signed by facsimile signature.

         Section 502. Lost or Destroyed Certificates. Any person claiming a
share certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such person shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Chairman of the
Board, Chief Executive Officer, the Chief Financial Officer, President or the
Executive Vice President; and (c) satisfied any other reasonable requirements
(including providing an affidavit and a surety bond) fixed by the Chief
Executive Officer, Chief Financial Officer, President or the Executive Vice
President.


ARTICLE VI.  GENERAL.

         Section 601. Fiscal Year. The fiscal year of the Corporation shall
begin on the first (1st) day of January in each year and end on the thirty-first
(31st) day of December in each year.

         Section 602. Absentee Participation in Meetings. Participation in
meetings of the Board of Directors, or of Committees of the Board, by means of a
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other shall be permitted.

         Section 603. Emergency Bylaws. In the event of any emergency resulting
from a nuclear attack or similar disaster, and during the continuance of such
emergency, the following Bylaw provisions shall be in effect, notwithstanding
any other provisions of the Bylaws:

                  (a) A meeting of the Board of Directors or of any Committee
thereof may be called by any Officer or Director upon one (1) hour's notice to
all persons entitled to notice whom, in the sole judgment of the notifier, it is
feasible to notify;

                  (b) The Director or Directors in attendance at the meeting of
the Board of Directors or of any Committee thereof shall constitute a quorum;
and

                  (c) These Bylaws may be amended or repealed, in whole or in
part, by a majority vote of the Directors attending any meeting of the board of
Directors, provided such amendment or repeal shall only be effective for the
duration of such emergency.

         Section 604. Severability. If any provision of these Bylaws is illegal
or unenforceable as such, such illegality or unenforceability shall not affect
any other provision of these Bylaws and such other provisions shall continue in
full force and effect.


ARTICLE VII.  LIABILITY OF DIRECTORS: INDEMNIFICATION.

         Section 701. Elimination of Liability. To the fullest extent permitted
by the laws of the Commonwealth of Pennsylvania, a Director of the Corporation
shall not be personally liable for monetary damages for any action taken or any
failure to take any action unless the Director has breached or failed to perform
the


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duties of his or her office under the Pennsylvania Business Corporation Law of
1988, as amended, or any successor statute, and such breach or failure
constitutes self-dealing, willful misconduct or recklessness. The provisions of
this Section 701 shall not apply with respect to the responsibility or liability
of a Director under any criminal statute or the liability of a director for the
payment of taxes pursuant to local, state or federal law.

         Section 702. Indemnification. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a Director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), amounts paid in
settlement, judgments, and fines actually and reasonably incurred by such person
in connection with such action, suit, or proceeding; provided, however, that no
indemnification shall be made in any case where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

         Section 703. Expenses. Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the Director,
officer, employee, or agent to repay such amount if it shall be ultimately
determined that he/she is not entitled to be indemnified by the Corporation as
authorized in this Article VII.

         Section 704. Non-Exclusive. The indemnification and advancement of
expenses provided by this Article VII shall not be deemed exclusive of any other
right to which persons seeking indemnification and advancement of expenses may
be entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to actions in such persons' official capacity
and as to their actions in another capacity while holding office, and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrator
of such person.

         Section 705. Insurance, Etc. The Corporation may purchase and maintain
insurance on behalf of any person, may enter into contracts of indemnification
with any person, may create a fund of any nature (which may, but need not be,
under the control of a trustee) for the benefit of any person, and may otherwise
secure in any manner its obligations with respect to indemnification and
advancement of expenses, whether arising under this Article IX or otherwise, to
or for the benefit of any person, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article VII.

         Section 706. Amendment. Notwithstanding anything herein contained or
contained in the Articles of Incorporation to the contrary, this Article VII may
not be amended or repealed, and a provision inconsistent herewith may not be
adopted, except by the affirmative vote of 66 2/3% of the members of the entire
Board of Directors or by the affirmative vote of shareholders of the corporation
entitled to cast at least 75% of all votes which shareholders of the corporation
are then entitled to cast, except that, if the laws of the Commonwealth of
Pennsylvania are amended or any other statute is enacted so as to decrease the
exposure of directors to liability or to increase the indemnification rights
available, this Article VII and any other provision of these Bylaws inconsistent
with such decreased exposure or increased


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indemnification rights shall be amended, automatically and without any further
action on the part of shareholders or directors, to reflect such decreased
exposure or to include such increased indemnification rights, unless such
legislation expressly otherwise requires. Any repeal or modification of this
Article VII by the directors or shareholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation or any right to indemnification for
any action taken or any failure to take any action occurring prior to the time
of such repeal or modification.

         Section 707. Severability. If, for any reason, any provision of this
Article VII shall be held invalid, such invalidity shall not affect any other
provision not held so invalid, and each such other provision shall, to the full
extent consistent with law, continue in full force and effect. If any provision
of this Article VII shall be held invalid in part, such invalidity shall in no
way affect the remainder of such provision, and the remainder of such provision,
together with all other provisions of this Article VII shall, to the full extent
consistent with law, continue in full force and effect.


ARTICLE VIII.  AMENDMENT OR REPEAL.

         Section 801. Amendment or Repeal by the Board of Directors. These
Bylaws may be amended or repealed, in whole or in part, in the manner set forth
in the Articles of Incorporation.


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