Exhibit 3.2

                         VIRGINIA COMMERCE BANCORP, INC.
                                     BY-LAWS

                                    Article I
                            Meetings of Shareholders

         Section 1.1 Annual Meeting.  The regular annual meeting of shareholders
for the election of directors and for the transaction of whatever other business
may properly  come before the  meeting,  shall be held at the Main Office of the
Company, or such other place as the Board of Directors may designate,  each year
on such day as the Board of Directors  determines.  Notice of such meeting shall
be  mailed,  postage  prepaid,  at  least  ten days  prior to the date  thereof,
addressed  to each  shareholder  at his  address  appearing  on the books of the
Company unless notice is waived by unanimous  consent of all  shareholders.  If,
for any cause,  an election of  directors is not made on the said day, the Board
of Directors shall order the election to be held on some subsequent day, as soon
thereafter  as  practicable,  according  to the  provisions  of law;  and notice
thereof shall be given in the manner therein provided for the annual meeting.

         Section 1.2 Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders shall be called for any purpose
at any time by the  Secretary at the request of the Board of Directors  pursuant
to a  resolution  approved by a majority of the entire  Board of  Directors or a
written request from three or more  shareholders  owning of record not less than
33 1/3% of the  outstanding  stock of the Company.  Every such special  meeting,
unless  otherwise  provided  by law,  or  waived  by  unanimous  consent  of all
shareholders,  shall be called by mailing,  postage  prepaid,  not less than ten
days  prior to the dated  fixed for such  meeting,  to each  shareholder  at his
address  appearing on the books of the Company a notice stating the time,  place
and purpose of the meeting.

         Section 1.3 Nominations  for Director.  Nominations for the election of
directors may be made by the Board of Directors or a committee  appointed by the
Board of  Directors  or by any  stockholder  entitled to vote in the election of
directors  generally.  However, any stockholder entitled to vote in the election
of  directors  generally  may  nominate  one or more  persons  for  election  as
directors at a meeting only if written  notice of such  stockholder's  intent to
make such nomination or nominations has been given,  either by personal delivery
or by United States mail,  postage prepaid,  to the Secretary of the Company not
later than (i) with  respect to an election to be held at the annual  meeting of
stockholders,  ninety  days  prior to the  anniversary  date of the  immediately
preceding  annual meeting,  and (ii) with respect to an election to be held at a
special meeting of the stockholders for the election of directors,  the close of
business on the seventh day  following  the date on which notice of such meeting
is first given to  stockholders.  Each such notice shall set forth: (a) the name
and address of the  stockholder  who intends to make the  nomination  and of the
person or persons to be nominated;  (b) a representation that the stockholder is
a holder of record of stock of the Company  entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons  specified  in the notice;  (c) a  description  of all  arrangements  or
understandings  between the stockholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made  by the  stockholder;  (d)  such  other  information
regarding each nominee  proposed by such  stockholder as would be required to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission,  had the nominee been nominated, or intended
to be nominated, by the Board of Directors;  and (e) the consent of each nominee
to serve as a director of the Company if so elected.  The  presiding  officer of
the meeting may refuse to  acknowledge  the nomination of any person not made in
compliance with the foregoing procedure.

         Section 1.4 Judges of Election.  Every  election of directors  shall be
managed by three judges,  who shall be appointed by the Board of Directors.  The
judges of  election  shall  hold and  conduct  the  election  at which  they are
appointed to serve; and, after the election, they shall file with the Secretary,
a certificate under their hands,  certifying the result thereof and names of the
directors elected. The judges of an election,  at the request of the Chairman of
the  meeting,  shall act as tellers  of any other  vote by ballot  taken at such
meeting, and shall certify the result thereof.

         Section  1.5  Proxies.  Shareholders  may  vote at any  meeting  of the
shareholders by proxies duly authorized in writing.  Proxies shall be valid only
for one meeting, to be specified therein,  and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.

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         Section  1.6  Quorum.  A majority  of the  outstanding  capital  stock,
represented in person or by proxy,  shall  constitute a quorum at any meeting of
shareholders,  unless  otherwise  provided  by law;  but less than a quorum  may
adjourn  any  meeting,  from  time to time,  and the  meeting  may be  held,  as
adjourned,  without  further  notice.  A majority of the votes cast shall decide
every question or matter  submitted to the  shareholders at any meeting,  unless
otherwise provided by law or by the Articles of Incorporation.

         Section 1.7  Presiding  Officer and  Secretary.  The Board of Directors
shall appoint, for every meeting of shareholders,  the presiding officer for the
meeting and the Secretary for the meeting.

         Section 1.8 Action by  Shareholders.  All action by shareholders of the
Company's  outstanding  voting securities shall be taken at an annual or special
meeting of the shareholders duly called as provided by statute,  the Articles of
Incorporation  and the By-Laws.  Shareholders  of the Company shall not have the
power to act by written consent.

         Section 1.9 Voting.  Whenever directors are to be elected at a meeting,
they  shall be elected by a  plurality  of the votes cast at the  meeting by the
holders of stock entitled to vote thereat.  Whenever any corporate action, other
than the  election of  directors,  is to be taken by vote of  stockholders  at a
meeting,  it shall be  authorized  by a majority  of the capital  stock  issued,
outstanding  and  entitled  to vote,  unless  otherwise  required by law, by the
Certificate of Incorporation or by these By-Laws.

         Except  as  otherwise   provided  by  law  or  by  the  Certificate  of
Incorporation, each holder of record of stock of the Company entitled to vote on
any  matter  shall be  entitled  to one vote for  each  share of  capital  stock
standing  in the name of such  holder on the stock  ledger of the Company on the
record date for the  determination of the stockholders  entitled to vote on such
matter.

                                   Article II
                                    Directors

         Section 2.1 Board of  Directors.  The Board of  Directors  (hereinafter
referred  to as the  "Board"),  shall have power to manage  and  administer  the
business  affairs  of the  Company.  Except as  expressly  limited  by law,  all
corporate  powers of the Company shall be vested in and may be exercised by said
Board.

         Section 2.2 Number.  The Board shall  consist of not less than five nor
more than twenty-five  persons, the exact number within such minimum and maximum
limits to be fixed and determined  from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof.

         Section 2.3  Organization  Meeting.  The Secretary,  upon receiving the
certificate  of the judges of the  results  of any  election,  shall  notify the
directors-elect  of their election and of the time at which they are required to
meet at the Main Office of the Company or such other designated location for the
purpose of organizing the new Board and electing and appointing  officers of the
Company for the  succeeding  year.  Such meeting shall be held on the day of the
election or as soon thereafter as practicable,  and, in any event, within thirty
days  thereof.  If, at the time  fixed for such  meeting,  there  shall not be a
quorum  present,  the  directors  present may adjourn the meeting,  from time to
time, until a quorum is obtained.

         Section 2.4  Regular  Meetings.  The  Regular  Meetings of the Board of
Directors shall be held,  without notice, on the fourth Wednesday each month (or
such other day as the Board may be  resolution  determine) at the Main Office or
such other designated location. When any regular meeting of the Board falls upon
a holiday, the meeting shall be held on the next banking business day unless the
Board shall designate some other day.

         Section  2.5  Special  Meetings.  Special  meetings  of  the  Board  of
Directors  may be called by the  Chairman of the  Company,  or at the request of
three (3) or more  directors.  Each  member of the Board  shall be given  notice
stating time and place, by telephone,  telegram, facsimile, letter or in person,
of each such special meeting,  except that notice of such special meeting may be
waived by an  instrument  signed by all of the  directors  before or after  such
special meeting and filed with the minutes of such meeting.

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         Section 2.6 Quorum.  A majority of the  directors  then in office shall
constitute a quorum at any meeting, except when otherwise provided by law; but a
lesser number may adjourn any meeting, from time to time, and the meeting may be
held, as adjourned without further notice.  If a quorum is present,  action by a
majority of those directors in attendance shall constitute action of the Board.

         Section 2.7 Written Consents and Telephonic  Participation.  Any action
required or  permitted  to be taken at any meeting of the Board of  Directors or
any committee thereof may be taken without a meeting if all members of the Board
or of such  committee,  as the case may be,  consent  thereto in writing and the
writings are filed with the minutes of  proceedings  of the Board or  committee.
Members of the Board of Directors or any  committee  designated by the Board may
participate  in a meeting of the Board or such  committee by means of conference
telephone or similar  communications  equipment.  Participation  in a meeting by
communications  means  pursuant to this  section  shall  constitute  presence in
person at such meeting.

         Section 2.8 Vacancies. When any vacancy occurs among the directors, the
remaining  members of the Board, in accordance with the laws of the Commonwealth
of Virginia,  may appoint a director to fill such vacancy at any regular meeting
of the  board  or at a  special  meeting  called  for  that  purpose,  or if the
directors  remaining in office  constitute less than a quorum,  by the vote of a
majority of the directors  remaining in office,  or by shareholders at a special
meeting called for that purpose.

                                   Article III
                             Committees of the Board

         Section 3.1  Appointment  and Powers.  The Board of Directors  may from
time to time,  by  resolution  passed by a majority of the Board,  designate  an
executive  committee and such other committee of committees as it may determine,
each  committee to consist of one or more  directors  of the  Company.  Any such
committee, to the extent provided in the resolution, shall have and may exercise
any of the powers and  authority of the Board of Directors in the  management of
the  business  and affairs of the  Company,  and may  authorize  the seal of the
Company to be affixed to all papers  which may  require  it, all  subject to the
exceptions  set forth in  Virginia  law.  The Board  may  designate  one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified  member  at  any  meeting  of the  committee.  In  the  absence  or
disqualification  of any member of any  committee  and of any  alternate  member
designated by the Board,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting  in  place  of any of such  absent  or  disqualified  member.  Any  such
committee may adopt rules  governing the method of calling and time and place of
holding its meetings.  Unless  otherwise  provided by the Board of Directors,  a
majority of any such committee shall  constitute a quorum for the transaction of
business,  and the act of a majority of the members of such committee present at
a meeting at which a quorum is present shall constitute action of the committee.
Each committee  shall keep a record of its acts and proceedings and shall report
thereon  to the  Board of  Directors  whenever  requested  so to do.  Any or all
members  of any such  committees  may be  removed,  with or  without  cause,  by
resolution of the Board of Directors, adopted by a majority of the Board.

                                   Article IV
                                    Officers

         Section 4.1 Officers. The officers of the bank, who shall be elected by
the board of Directors,  shall be a Chairman of the Board; a President;  and one
or more Vice Presidents who may have such designations,  if any, as the Board of
Directors may  determine;  and a Secretary.  The Board of Directors from time to
time may elect such  other  officers,  or  assistant  officers,  as the Board of
Directors may from time to time deem necessary or  appropriate.  Any two or more
of the  foregoing  offices may be held by the same  person.  The Chairman of the
Board and President shall be chosen from among the Directors.

         Section 4.2 Term. The term of office of each officer shall be until the
first  meeting of the Board of Directors  following  the next annual  meeting of
shareholders,  or until his respective successor has been elected and qualified,
or until his earlier  resignation  or removal.  Any officer may be removed  from
office at any time with or without cause by the  affirmative  vote of a majority
of the  members  of the Board of  Directors  then in office.  The  removal of an
officer

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without cause shall be without prejudice to his contract rights, if any, but the
election  or  appointment  of an  officer  shall not of itself  create  contract
rights.

         Section  4.3  Chairman  of the Board.  The  Chairman of the Board shall
supervise  the carrying out of the policies  adopted or approved by the Board of
Directors. He shall have authority for the general supervision,  management, and
control of the business  and affairs of the Company and shall  perform all other
duties and  exercise  all other powers as are incident to the office of Chairman
of the Board and as may be  prescribed  by these  By-Laws.  The  Chairman of the
Board  shall  preside at all  meetings of the  stockholders  and of the Board of
Directors.  He may vote the stock or other  securities of any other  domestic or
foreign  corporation which may at any time be owned by the Company,  may execute
any stockholders' or other consents in respect thereof and may in his discretion
delegate  such  powers by  executing  proxies,  or  otherwise,  on behalf of the
Company.  He shall have such other powers and shall perform such other duties as
may be prescribed by the Board of Directors from time to time.

         Section 4.4 President.  The Board of Directors shall appoint one of its
members to be  President  of the  Company.  The  President  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 President, or
imposed by these  By-Laws.  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.  The President shall see that the books, reports,
statements and certificates required by Virginia law are properly kept, made and
filed according to law.

         Section  4.5  Vice  President.  Each  Vice  President,   including  any
designated as Executive  Vice  President by the Board of Directors in accordance
with Section 4.1 of this  Article IV,  shall have such powers and shall  perform
such  duties  which are in the  normal  and usual  business  and  affairs of the
operating division or divisions or staff department, the operations for which he
is responsible,  including the authority to sign contracts and other  agreements
which are  within  the  ordinary  course of the  business  of such  division  or
divisions or staff departments.

         Section 4.6 Other  Officers.  Subject to the authority of the President
and the Board of Directors,  the Secretary and any other  officers  appointed by
the Board of Directors shall have such duties and responsibilities as shall from
time  to time be  prescribed  by the  person  who is  such  officer's  immediate
superior, including such duties and responsibilities as are usually performed by
persons holding such corporate office.

                                    Article V
                          Stock and Stock Certificates

         Section 5.1  Transfers.  Shares of stock shall be  transferable  on the
books of the Company,  and a transfer  book shall be kept in which all transfers
of stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder of
such.

         Section 5.2 Stock  Certificates.  Certificates  of stock shall bear the
signature of two  officers  designated  by the Board of  Directors  and shall be
signed manually or by facsimile process,  and may bear the corporate seal or its
facsimile. Each certificate shall recite on its face the name of the Company and
that it is organized under the laws of the commonwealth of Virginia, the name of
the  person  to  whom  issued;  and the  number  and  class  of  shares  and the
description of the series, if any, the Certificate represents.

         Section 5.3 Lost,  Stolen or  Destroyed  Certificates.  The Company may
issue a new stock certificate in the place of any certificate theretofore issued
by it,  alleged to have been lost,  stolen or  destroyed,  and the  Company  may
require  the owner of the lost,  stolen or  destroyed  certificate  or his legal
representative to give the Company a bond sufficient to indemnify it against any
claim  that may be made  against it on account  of the  alleged  loss,  theft or
destruction of any certificate or the issuance of any such new certificate.  The
Board may require such owner to satisfy other reasonable requirements.

         Section  5.4  Shareholder  Record  Date.  In order that the Company may
determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders or any adjournment  thereof,  or entitled to receive payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,

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conversion or exchange of stock,  or for the purpose of any other lawful action,
the Board of Directors  may fix, in advance,  a record date,  which shall not be
more than  seventy  (70) days  before  the date of such  meeting,  nor more than
seventy (70) days prior to any other action.  Only such shareholders as shall be
shareholders  of record on the date so fixed shall be entitled to notice of, and
vote at, such meeting and any adjournment thereof, or to receive payment of such
dividend or other  distribution,  or to  exercise  such rights in respect of any
such change,  conversion or exchange of stock, or to participate in such action,
as the case may be,  notwithstanding  any  transfer of any stock on the books of
the Company after any record date so fixed.

         If no record  date is fixed by the Board of  Directors,  (i) the record
date for determining  shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the date next preceding the
date on  which  notice  is  given,  and  (ii) the  record  date for  determining
shareholders  for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         A  determination  of shareholders of record entitled to notice of or to
vote at a meeting of shareholders  shall apply to any adjournment of the meeting
to the extent permitted by Virginia law;  provided,  however,  that the Board of
Directors may fix a new record date for the adjourned meeting.

                                   Article VI
                                      Seal

         The  President,  the  Secretary or any  Assistant  Secretary,  or other
officer  thereunto  designated by the Board of Directors shall have authority to
affix the corporate seal to any document  requiring such seal, and to attest the
same. Such seal shall be substantially in the following form:

                                 ( Impression )
                                     ( of )
                                    ( Seal )

                                   ARTICLE VII
                            Miscellaneous Provisions

         Sections 7.1 Fiscal Year.  The Fiscal Year of the Company  shall be the
calendar year.

         Section 7.2  Execution  of  Instruments.  All  agreements,  indentures,
mortgages, deeds, conveyance, transfers, satisfactions, declarations, petitions,
schedules,  accounts,  affidavits,  bonds,  undertakings,   proxies,  and  other
documents may be signed, executed, acknowledged, verified, delivered or accepted
on behalf of the Company by the Chairman of the Board,  or the  President or any
Vice  President,  or the Secretary.  Any such  instruments may also be executed,
acknowledged,  verified,  delivered or accepted in behalf of the Company in such
other manner and by such other  officers as the Board of Directors may from time
to time direct.  The  provisions  of this Section 7.2 are  supplementary  to any
other provisions of these By-Laws.

         Section 7.3 Records. The Articles of Incorporation, the By-Laws and the
proceedings  of all meetings of the  shareholders,  the Board of Directors,  and
standing  committees of the Board, shall be recorded in appropriate minute books
provided  for the purpose.  The minutes of each  meeting  shall be signed by the
Secretary or other officer appointed to act as Secretary of the meeting.

                                  ARTICLE VIII
                                     By-laws

         Section 8.1  Inspection.  A copy of the  By-laws,  with all  amendments
thereof,  shall at all times be kept in a convenient place at the Main Office of
the  Company,  and  shall be open for  inspection  to all  shareholders,  during
banking hours.

         Section 8.2 Amendments. The By-laws may be amended, altered or repealed
at any regular meeting of the

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Board of Directors, by a vote of a majority of the total number of directors, or
at any special or annual meeting of stockholders, by a vote of a majority of the
shares of the Company's capital stock issued, outstanding and entitled to vote.

         I certify  that:  (1) I am the duly  constituted  Secretary of Virginia
Commerce  Bancorp,  Inc. and  Secretary of its Board of  Directors,  and as such
officer am the official custodian of its records;  (2) the foregoing By-laws are
the  By-laws  of said  Company,  and all of them are now  lawfully  in force and
effect.

         IN TESTIMONY WHEREOF, I have hereunto affixed my official signature and
seal of the said Company,  in the County of Arlington on this  _____________  of
____________, 1999.


                                          --------------------------------------
                                          (Secretary)