FORM 10-Q

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


         For the Quarter Ended                 Commission file number 1-6580
         March 31, 2000


                         FIRST VIRGINIA BANKS, INC.
           (Exact name of registrant as specified in its charter)


                Virginia                                54-0497561
     (State or other jurisdiction of          (I.R.S. Employer Identification
      incorporation or organization)                       Number)


        6400 Arlington Boulevard
         Falls Church, Virginia                           22042-2336
     (Address of principal executive                      (Zip Code)
                offices)


               Registrant's telephone number, including area code
                                  (703) 241-4000


     Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the preceding 12 months
     (or for such shorter period that the registrant was required to
     file such reports), and (2) has been subject to such filing
     requirements for the past 90 days.              Yes __X__ No_____


     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock as of the latest practicable date.


               On April 30, 2000, there were 47,432,488 shares of common
               stock outstanding.



     This report contains a total of 20 pages.



                                          1


                                    INDEX
                                                                  Page

                                                               ---------
     PART I - Financial Information


        Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets - March 31,
              2000 and 1999, and December 31, 1999 (Unaudited)    3/ 4

           Condensed Consolidated Statements of Income - Three
              months ended March 31, 2000 and 1999 (Unaudited)    5/ 6

           Condensed Consolidated Statements of Shareholders'
              Equity - Three months ended March 31, 2000
              and 1999 (Unaudited)                                7/ 8

           Condensed Consolidated Statements of Cash Flows - Three
              months ended March 31, 2000 and 1999 (Unaudited)       9

           Notes to Condensed Consolidated Financial
              Statements (Unaudited)                             10/13

        Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations         13/18

        Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                        19



     PART II - Other Information


        Item 6.  Exhibits and Reports on Form 8-K

           Signatures                                               20

           Exhibit  3(ii) - Bylaws
              (Included in original SEC filing only)

           Exhibit 27 - Financial Data Schedule
              (Included in original SEC filing only)











                                          2

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

                                               March 31  December 31 March 31
                                                 2000       1999       1999
                                              ---------- ---------- ----------
                                                       (In thousands)
ASSETS
Cash and due from banks                       $  305,227 $  441,825 $  359,388
Money market investments                         160,471    110,598    245,067
                                              ---------- ---------- ----------
        Total cash and cash equivalents          465,698    552,423    604,455
                                              ---------- ---------- ----------
Loans held for sale                                8,450      5,558     10,580
Securities - available for sale                  114,950    116,401     17,122
Securities - held to maturity (fair values of
   $1,994,724, $1,876,571 and $2,405,810)      2,047,834  1,918,387  2,403,099

Loans, net of unearned income                  6,410,181  6,385,400  6,004,017
Allowance for loan losses                        (70,225)   (70,119)   (66,200)
                                              ---------- ---------- ----------
        Net loans                              6,339,956  6,315,281  5,937,817
                                              ---------- ---------- ----------
Other earning assets                              18,305     23,125     23,123
Premises and equipment                           154,807    156,171    158,043
Intangible assets                                166,722    170,358    181,354
Accrued income and other assets                  199,988    194,109    205,321
                                              ---------- ---------- ----------
   Total Assets                               $9,516,710 $9,451,813 $9,540,914
                                              ========== ========== ==========























                                           3

<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)(Continued)

                                               March 31 December 31  March 31
                                                 2000       1999       1999
                                              ---------- ---------- ----------
                                                       (In thousands)
LIABILITIES
Deposits:
   Noninterest-bearing                        $1,619,642 $1,546,794 $1,598,379
   Interest-bearing:
        Interest checking                      1,534,168  1,516,246  1,477,151
        Money market accounts                    971,365    953,224    992,647
        Savings deposits                       1,069,198  1,064,799  1,148,087
        Consumer certificates of deposit       2,291,101  2,314,245  2,373,928
        Large denomination
          certificates of deposit                467,729    468,640    432,387
                                              ---------- ---------- ----------
           Total deposits                      7,953,203  7,863,948  8,022,579
Short-term borrowings                            413,593    420,297    349,093
Long-term debt                                     1,940      2,205      2,971
Accrued interest and other liabilities           141,887    134,876    146,933
                                              ---------- ---------- ----------
   Total Liabilities                           8,510,623  8,421,326  8,521,576
                                              ---------- ---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, $10 par value                       481        485        502
Common stock, $1 par value                        48,014     49,162     50,125
Capital surplus                                      -          -        5,074
Retained earnings                                959,900    982,357    962,938
Accumulated other comprehensive income (loss)     (2,308)    (1,517)       699
                                              ---------- ---------- ----------
   Total Shareholders' Equity                  1,006,087  1,030,487  1,019,338
                                              ---------- ---------- ----------
   Total Liabilities and Shareholders' Equity $9,516,710 $9,451,813 $9,540,914
                                              ========== ========== ==========

See notes to condensed consolidated financial statements.





















                                           4

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


                                       Three Months Ended
                                            March 31
                                        2000       1999
                                      --------   --------
                             (In thousands, except per-share data)

Interest income:
     Loans                            $125,869   $125,309
     Loans held for sale                   105        231
     Securities - available for sale     1,535        224
     Securities - held to maturity      25,818     29,193
     Money market investments            3,336      5,183
     Other earning assets                  412        393
                                      --------   --------
        Total interest income          157,075    160,533
                                      --------   --------

Interest expense:
     Deposits                           45,734     50,102
     Short-term borrowings               4,927      3,549
     Long-term debt                         49         75
                                      --------   --------
        Total interest expense          50,710     53,726
                                      --------   --------
Net interest income                    106,365    106,807
Provision for loan losses                2,307      3,956
                                      --------   --------
Net interest income after provision
 for loan losses                       104,058    102,851
                                      --------   --------

























                                           5

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Continued)

                                       Three Months Ended
                                            March 31
                                        2000       1999
                                      --------   --------
                              (In thousands, except per-share data)

Net interest income after provision
 for loan losses                       104,058    102,851
                                      --------   --------
Noninterest income:
    Service charges on deposit
      accounts                          14,218     13,641
    Electronic banking service fees      2,535      2,674
    Trust services                       3,206      2,732
    Insurance premiums and
      commissions                        1,772      1,964
    Credit card service charges
      and fees                             -        2,504
    Other customer services              3,962      3,458
    Other                                1,272      2,590
    Gain on sale of credit card
      operations                           -       16,467
    Securities gains                       -          822
                                      --------   --------
        Total noninterest income        26,965     46,852
                                      --------   --------
Noninterest expense:
     Salaries and employee benefits     45,859     44,412
     Occupancy                           6,726      6,307
     Equipment                           8,072      7,487
     Advertising                         1,256      1,272
     Credit card processing fees            22      1,843
     Amortization of intangibles         3,672      3,827
     Other                              13,685     16,783
                                      --------   --------
        Total noninterest expense       79,292     81,931
                                      --------   --------
Income before income taxes              51,731     67,772
Provision for income taxes              17,538     23,488
                                      --------   --------
Net income                            $ 34,193   $ 44,284
                                      ========   ========
Earnings per share of common stock:
  Basic                               $    .70   $    .88
  Diluted                                  .70        .88

Average shares of common stock outstanding:
  Basic                                 48,690     50,103
  Diluted                               48,878     50,391

See notes to condensed consolidated financial statements.





                                           6

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

                                                             Accum-
                                                             ulated
                                                             Other     Total
                            Pre-                             Compre-   Share-
                           ferred  Common   Capital Retained hensive  holders'
                            Stock   Stock   Surplus Earnings Income    Equity
                           ------- ------- -------- -------- ------ ----------
                                           (Dollars in thousands)

Balance January 1, 1999    $   534 $50,094 $  4,004 $934,703 $  993 $  990,328
Comprehensive income:
  Net income                                          44,284            44,284
  Unrealized losses on
    securities available for
    sale                                                       (294)      (294)
                                                                    ----------
Total comprehensive income                                              43,990
                                                                    ----------
Conversion of preferred
  to common stock              (18)      4       14                       -
Issuance of shares for
  stock options                         29    1,206                      1,235
Preferred stock retired        (14)             (26)                       (40)
Common stock purchased
  and retired                           (2)    (124)                      (126)
Dividends declared:
  Preferred stock                                         (9)               (9)
  Common stock
    $0.32 per share                                  (16,040)          (16,040)
                           ------- ------- -------- -------- ------ ----------
Balance March 31, 1999     $   502 $50,125 $  5,074 $962,938 $  699 $1,019,338
                           ======= ======= ======== ======== ====== ==========
























                                           7

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(Unaudited)(Continued)

                                                             Accum-
                                                             ulated
                                                             Other     Total
                            Pre-                             Compre-   Share-
                           ferred  Common   Capital Retained hensive  holders'
                            Stock   Stock   Surplus Earnings Loss      Equity
                           ------- ------- -------- -------- ------ ----------
                                          (Dollars in thousands)

Balance January 1, 2000   $   485 $49,162  $   -   $982,357 $(1,517)$1,030,487
Comprehensive income:
  Net income                                         34,193             34,193
  Unrealized losses on
    securities available for
    sale                                                       (791)      (791)
                                                                    ----------
Total comprehensive income                                              33,402
                                                                    ----------
Conversion of preferred
  to common stock              (4)      1       3                         -
Issuance of shares for
  stock options                        12     326                          338
Common stock purchased
  and retired                      (1,161)   (329)  (39,326)           (40,816)
Dividends declared:
  Preferred stock                                        (8)                (8)
  Common stock
    $0.36 per share                                 (17,316)           (17,316)
                          ------- ------- -------  --------  ------ ----------
Balance March 31, 2000    $   481 $48,014 $   -    $959,900 ($2,308)$1,006,087
                          ======= ======= =======  ========  ====== ==========


See notes to condensed consolidated financial statements.






















                                          8

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                           Three Months Ended
                                                                 March 31
                                                             2000       1999
                                                           --------   --------
                                                              (In thousands)

Net cash provided by operating activities                  $ 46,976 $   62,604
                                                           --------   --------
Investing activities:
     Proceeds from the sale of available
        for sale securities                                    -         3,800
     Proceeds from the maturity of held to
        maturity securities                                 136,780    512,263
     Purchases of held to maturity securities              (267,337)  (614,059)
     Net(increase) decrease in loans                        (26,982)    81,130
     Purchases of premises and equipment                     (2,104)    (3,448)
     Sales of premises and equipment                            114      2,580
     Intangible assets acquired                                 (34)      (482)
     Other                                                    1,792      1,759
                                                           --------   --------
        Net cash used for investing activities             (157,771)   (16,457)
                                                           --------   --------
Financing activities:
     Net increase (decrease) in deposits                     89,255    (32,499)
     Net decrease in short-term borrowings                   (6,704)   (36,903)
     Principal payments on long-term debt                      (265)      (246)
     Common stock purchased and retired                     (40,816)      (166)
     Proceeds from issuance of common stock                     338      1,235
     Cash dividends paid                                    (17,738)   (16,044)
                                                           --------   --------
        Net cash provided by (used for)
          financing activities                               24,070    (84,623)
                                                           --------   --------
        Net decrease in cash and cash equivalents           (86,725)   (38,476)
        Cash and cash equivalents at beginning of year      552,423    642,931
                                                           --------   --------
        Cash and cash equivalents at end of period         $465,698   $604,455
                                                           ========   ========
Cash paid for:
    Interest                                               $ 50,627   $ 54,891
    Income taxes                                                562        625

See notes to condensed consolidated financial statements.












                                           9

<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands, except per share data)

1. GENERAL

     The foregoing unaudited consolidated financial statements include the
accounts of the corporation and all of its subsidiaries. The corporation's
subsidiaries are predominantly engaged in banking activities. Foreign banking
activities and operations other than banking are not significant. All material
intercompany transactions and accounts have been eliminated. The unaudited
consolidated financial statements include all adjustments (consisting only of
normal recurring accruals) which, in the opinion of management, are necessary
for a fair presentation of the results of operations for each of the periods
presented. Certain amounts previously reported in 1999 have been reclassified
for comparative purposes.

     Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, pursuant to the rules and regulations of the
Securities and Exchange Commission. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the corporation's annual
report to stockholders on Form 10-K for the year ended December 31, 1999.

2. SECURITIES

     The following reflects the amortized cost of securities and the related
approximate fair values:

                                      March 31, 2000       March 31, 1999
                                    Amortized    Fair    Amortized    Fair
                                       Cost      Value      Cost      Value
                                   ---------- --------   --------  ----------
Available for sale:
U.S. Government and its agencies   $  107,425 $  105,680 $   10,539  $   10,607
Other                                  11,081      9,270      5,503       6,515
                                   ---------- ---------- ----------  ----------
    Total                          $  118,506 $  114,950 $   16,042  $   17,122
                                   ========== ========== ==========  ==========

Held to maturity:
U.S. Government and its agencies   $1,706,761 $1,659,217 $2,087,003  $2,087,520
State and municipal obligations       340,824    335,257    315,848     318,039
Other                                     249        250        248         251
                                   ---------- ---------- ----------  ----------
    Total                          $2,047,834 $1,994,724 $2,403,099  $2,405,810
                                   ========== ========== ==========  ==========











                                          10


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

3. LOANS

     Loans consisted of:
                                                    March 31
                                                2000          1999
                                             ----------    ----------
Consumer:
   Automobile                                $3,176,903    $2,778,587
   Home equity, fixed- and variable-rate        812,392       855,532
   Revolving credit loans,
     including credit cards                      28,284        26,845
   Other                                        293,545       317,497
Real estate:
   Construction and land development            162,079       129,060
   Commercial mortgage                          570,396       570,323
   Residential mortgage                         640,675       639,490
   Other, including Industrial
     Development Authority loans                110,008       109,854
Commercial                                      615,899       576,829
                                             ----------    ----------
   Total loans, net of unearned income
     of $139,497 and $142,764                $6,410,181    $6,004,017
                                             ==========    ==========


4. ALLOWANCE FOR LOAN LOSSES
     Activity in the allowance for loan losses was:

                                       Three Months Ended
                                            March 31
                                        2000       1999
                                       -------    -------
Balance at beginning of period         $70,119    $70,312
Provision charged to operating expense   2,307      3,956
Reserve on loans sold                     -        (4,323)
                                       -------    -------
Balance before charge-offs              72,426     69,945
Charge-offs                              3,168      4,829
Recoveries                                 967      1,084
                                       -------    -------
Balance at March 31                    $70,225    $66,200
                                       =======    =======
Percentage of annualized net
   charge-offs to average loans            .14%       .25%
Percentage of allowance for loan
   losses to period-end loans             1.10       1.10










                                          11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)


5. FEDERAL INCOME TAX

        The reconcilement of income tax computed at the federal statutory tax
rates to the provision for income taxes was as follows:

                                    Three Months Ended
                                         March 31
                                   2000           1999
                                -----------  -------------
                                Amount   Pct   Amount   Pct
                                ------- -----  ------- -----

Statutory rate                  $18,106 35.0%  $23,720 35.0%
Nontaxable interest on
 municipal obligations           (1,259)(2.4)   (1,251)(1.8)
State taxes, net of
 Federal tax benefit                257  0.5       300  0.4
Nondeductible goodwill              568  1.1       599  0.9
Other items                        (134)(0.3)      120  0.2
                                ------- -----  ------- -----
Effective rate                  $17,538 33.9%  $23,488 34.7%
                                ======= =====  ======= =====


6. PREFERRED AND COMMON STOCK

     There are 3,000,000 shares of preferred stock, par value $10.00 per
share, authorized. The following four series of cumulative convertible stock
were outstanding:


                                             March 31  December 31   March 31
              Series   Dividends               2000       1999         1999
            ---------  ---------             --------  -----------   --------

                A           5%                16,771       16,878     17,429
                B           7%                 3,290        3,290      3,340
                C           7%                 8,108        8,108      8,212
                D           8%                19,927       20,242     21,172
                                             -------       ------     ------
          Total preferred shares              48,096       48,518     50,153
                                             =======       ======     ======

     The Series A, Series B and Series D shares are convertible into two and
one fourth shares of common stock, and the Series C shares are convertible
into one and eight-tenths shares of common stock. All of the preferred stock
may be redeemed at the option of the corporation for $10.00 per share.
     There are 175,000,000 shares of common stock, par value $1.00 per share,
authorized and 48,014,000, 49,162,000 and 50,125,000 shares were outstanding
at March 31, 2000, December 31, 1999, and March 31, 1999, respectively.
Options to purchase 928,376 shares of common stock were outstanding on March
31, 2000. A total of 3,127,916 shares of common stock were reserved at March
31, 2000: 104,565 shares for the conversion of preferred stock and 3,023,351
shares for stock options.

                                       12


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

7. EARNINGS PER SHARE

     Earnings per share computations are as follows:

                                       Three Months Ended
                                             March 31
                                         2000      1999
                                        -------  -------
Basic:
  Net income                            $34,193  $44,284
  Preferred stock dividends                   8        9
                                        -------  -------
Net income applicable to common stock   $34,185  $44,275
                                        =======  =======
Average common shares outstanding        48,690   50,103
                                        =======  =======
Earnings per share of common stock      $   .70  $   .88
                                        =======  =======
Diluted:
   Net income                           $34,193  $44,284

   Average common shares outstanding     48,690   50,103
   Dilutive effect of stock options          83      175
   Conversion of preferred stock            105      113
                                        -------  -------
Total average common shares              48,878   50,391
                                        =======  =======

Earnings per share of common stock      $   .70  $   .88
                                        =======  =======



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS

QUARTERLY RESULTS:

     First Virginia Banks, Inc.'s earnings per share, excluding nonrecurring
income, increased 4% for the first quarter of 2000 to $.70 compared to $.67
earned in the prior year's first quarter.  Net income before nonrecurring
income advanced to $34.193 million in the first quarter of 2000 compared to
$33.581 million earned in 1999.  Return on average assets increased to 1.45%
compared to 1.42% earned in the 1999 first quarter, and the return on average
equity was relatively unchanged at 13.39% in the first quarter of 2000
compared to 13.40% in 1999.  In the prior year's first quarter, the
corporation recorded an after tax gain of $10.703 million or $.21 per share
from the sale of its credit card loan portfolio.  Including this gain, the
corporation earned $44.284 million or $.88 per share in the first quarter of
1999.

     Cash basis recurring income, which excludes the effects of intangible
assets and their related amortization expense and nonrecurring income items,
and thus makes First Virginia's income more comparable to other banking
companies' income, equaled $37.199 million or $.76 per share in the first

                                       13

 quarter of 2000 compared to $36.679 million or $.73 per share in the first
quarter of 1999.  Cash basis income in the first quarter of 2000 resulted in
a return on average tangible assets of 1.61% and a return on average tangible
equity of 17.42% compared to 1.58% and 17.88%, respectively, in the first
quarter of 1999.

     During the first quarter, the net interest margin equaled 5.02%, down
slightly from the prior year's first quarter of 5.04%.  Several factors had a
negative impact on the margin, including the repurchase  of 1.161 million
shares of the corporation's stock, which reduced investable funds.  As a
consequence, the margin was reduced by approximately three basis points.  In
the early part of the quarter, noninterest earning cash was higher than
normal, a direct result of potential Y2K-related deposit withdrawal activity
that never materialized.  In the latter part of the quarter, the corporation
began to benefit from improved internal cash forecasting techniques that take
advantage of a reduced need for cash on hand in the branches.  The increase
in interest rates generally had little impact because First Virginia has
traditionally attempted to balance its rate-sensitive assets and liabilities
so changes in interest rates do not impact the corporation's net interest
margin.

     Average loans increased 5% to $6.395 billion compared to $6.079 billion
in the prior year's first quarter and were up slightly compared to the $6.364
billion in the 1999 fourth quarter.  Commercial loans advanced at an
annualized rate of 18% compared to the fourth quarter of 1999, however, most
other loan categories were relatively unchanged.  Average deposits declined
slightly in the first quarter to $7.865 billion compared to $7.964 billion in
the 1999 first quarter and the $7.933 billion in the fourth quarter of 1999.
Total assets at March 31, 2000, were $9.517 billion compared to $9.452
billion at December 31, 1999.

     Asset quality continues to be excellent.  Net charge-offs declined to
$2.201 million and equaled .14% of average loans compared to $3.745 million
and .25% of loans in the prior year's first quarter.  The provision for loan
loss expense of $2.307 million exceeded net charge-offs, provided for growth
in the loan portfolio and resulted in an allowance for loan losses of 1.10%,
the same as the end of the prior year's first quarter.  Nonperforming assets
increased slightly at March 31, 2000, to $20.854 million compared to $20.232
million at the end of the first quarter of 1999, but still represented a
lesser portion of outstanding loans, .33% at March 31, 2000, compared to .34%
at the end of March 1999.  Loans past due 90 days or more were $16.955
million or .26% of outstanding loans compared to $18.250 million and .30% of
loans at March 31, 1999.















                                       14



     A summary of nonperforming and delinquent loans is as follows:
                                                  March 31
                                              2000        1999
                                            -------     -------
                                           (Dollars in thousands)
          Nonaccruing loans                 $15,196     $14,018
          Restructured loans                  1,608       2,386
          Properties acquired by foreclosure  4,050       3,828
                                            -------     -------
          Total nonperforming assets        $20,854     $20,232
                                            =======     =======
          Percentage of total loans
            and foreclosed real estate          .33%        .34%
                                            =======     =======

          Loans 90 days past due            $16,955     $18,250
                                            =======     =======

          Percentage of total loans             .26%        .30%
                                            =======     =======

     Noninterest income, excluding nonrecurring gains and securities gains
and losses, declined 9% compared to the prior year's first quarter.  Most of
this decline was due to a drop in fee income from credit card activities
following the sale of the corporation's credit card portfolio at the end of
the first quarter of 1999.  Service charge income on deposit accounts
increased 4% as the corporation continued to benefit from its value-based
approach to service charges on deposit accounts initiated in the fourth
quarter of 1998.  Income from Trust and Asset Management Services increased
17%, continuing its double-digit growth rate of the past several years.
Insurance income declined 10% as a result of the slowdown in real estate loan
activity which reduced title insurance commissions and premium income from
credit life insurance sales.

     Noninterest expense declined 3% or $2.639 million during the 2000 first
quarter compared to the 1999 first quarter.  Most of this was attributable to
a decline in credit card expenses and in consulting fees incurred in the
prior year in connection with the service charge income increase and Y2K.
Other noninterest expenses were stable or up modestly resulting in the
overall decline.  The efficiency ratio improved further in the first quarter,
declining to 56.0% compared to 56.6% in the prior year's first quarter.

     Total shareholders' equity was $1.006 billion at March 31, 2000,
compared to $1.019 billion at March 31, 1999.  Net book value per share
increased $.61 to $20.94 per share compared to the prior year's first
quarter.  First Virginia remained one of the best capitalized banks in the
nation as Tier 1 capital leverage ratio increased four basis points to 9.09%
compared to 9.05% for the first quarter of 1999.  During the first quarter,
the corporation repurchased 1.161 million shares of stock, leaving 4.038
million shares remaining in the corporation's currently authorized share
repurchase program.  As a result of shares repurchased in 1999 and early
2000, average diluted shares outstanding in the first quarter of 2000
declined 3% to 48.878 million shares compared to 50.391 million in the 1999
first quarter.  At March 31, 2000, there were 48.014 million shares
outstanding.


                                       15

FORWARD-LOOKING STATEMENTS:

     Certain statements in this discussion may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  Such forward-looking statements involve known and unknown risks
including, but not limited to, changes in general economic and business
conditions, interest-rate fluctuations, competition within and without the
banking industry, new products and services in the banking industry, risks
inherent in making loans, including repayment risks and fluctuating
collateral values, changing trends in customer profiles and changes in laws
and regulations applicable to the corporation.  Although the corporation
believes that its expectations with respect to the forward-looking statements
are based upon reasonable assumptions within the bounds of its knowledge of
its business and operations, there can be no assurance that actual results,
performance or achievements of the corporation will not differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements.









































                                       16


AVERAGE BALANCES AND INTEREST RATES (Unaudited)
(Dollars in thousands)
                                             Three Months Ended March 31
                                                        2000
                                           ------------------------------
                                                        Interest
                                             Average    Income/
                                             Balance    Expense     Rate
                                           ----------  ---------  -------
Interest-earning assets:
  Securities-available for sale:
    U.S. Government and its agencies       $  106,048   $  1,378     5.23%
    Other*                                     10,260        157     7.58
  Securities-held to maturity:
    U.S. Government and its agencies        1,529,788     21,801     5.71
    State, municipal and other*               345,840      5,099     5.90
                                           ----------   --------
      Total Securities                      1,991,936     28,435     5.73
                                           ----------   --------
  Loans, net of unearned income:
    Installment                             4,259,342     82,466     7.78
    Real estate                             1,125,001     22,902     8.18
    Other*                                  1,010,669     21,215     8.50
                                           ----------   --------
      Total loans                           6,395,012    126,583     7.95
                                           ----------   --------
  Loans held for sale                           4,345        105     9.68
  Money market investments                    240,362      3,336     5.58
  Other earning assets                         23,055        412     7.15
                                           ----------   --------
      Total earning assets and income      $8,654,710    158,871     7.37
                                           ==========   --------
Interest-bearing liabilities:
  Interest checking                        $1,515,166      2,263     0.60
  Money market accounts                       957,523      7,182     3.02
  Savings deposits                          1,063,724      3,996     1.51
  Consumer certificates of deposit          2,311,057     26,216     4.56
  Large denomination certificates of deposit  468,800      6,077     5.21
                                           ----------   --------
      Total interest-bearing deposits       6,316,270     45,734     2.91
  Short-term borrowings                       414,485      4,927     4.78
  Long-term debt                                2,114         49     9.24
                                           ----------   --------
      Total interest-bearing liabilities
        and interest expense               $6,732,869     50,710     3.03
                                           ==========   --------
Net interest income and net interest margin             $108,161     5.02%
                                                        ========
*Fully taxable-equivalent basis

Other average balances:
  Demand deposits                          $1,548,444
  Preferred shareholders' equity                  484
  Common shareholders' equity               1,020,779
  Total assets                              9,429,322



                                        17

<PAGE>
AVERAGE BALANCES AND INTEREST RATES (Unaudited)(Continued)
(Dollars in thousands)

                                             Three Months Ended March 31
                                                        1999
                                           ------------------------------
                                                        Interest
                                             Average    Income/
                                             Balance    Expense     Rate
                                           ----------  ---------  -------
Interest-earning assets:
  Securities-available for sale:
    U.S. Government and its agencies       $   11,911   $    161     5.46%
    Other*                                      7,831         63     3.22
  Securities-held to maturity:
    U.S. Government and its agencies        1,760,329     25,494     5.84
    State, municipal and other*               315,059      4,775     6.06
                                           ----------   --------
      Total securities                      2,095,130     30,493     5.86
                                           ----------   --------
  Loans, net of unearned income:
    Installment                             4,014,264     83,678     8.45
    Real estate                             1,122,020     23,284     8.30
    Other*                                    942,412     19,033     8.25
                                           ----------   --------
      Total loans                           6,078,696    125,995     8.36
                                           ----------   --------
  Loans held for sale                          12,191        231     7.59
  Money market investments                    443,510      5,183     4.74
  Other earning assets                         22,491        393     7.00
                                           ----------   --------
      Total earning assets and income      $8,652,018    162,295     7.56
                                           ==========   --------
Interest-bearing liabilities:
  Interest checking                        $1,478,747      3,558     0.98
  Money market accounts                       981,518      7,452     3.08
  Savings deposits                          1,135,516      5,423     1.94
  Consumer certificates of deposit          2,396,125     28,443     4.81
  Large denomination certificates of deposit  434,375      5,226     4.88
                                           ----------   --------
      Total interest-bearing deposits       6,426,281     50,102     3.16
  Short-term borrowings                       366,410      3,549     3.93
  Long-term debt                                3,129         75     9.57
                                           ----------   --------
      Total interest-bearing liabilities
        and interest expense               $6,795,820     53,726     3.21
                                            =========   --------
Net interest income and net interest margin             $108,569     5.04%
                                                        ========
*Fully taxable-equivalent basis

Other average balances:
  Demand deposits                          $1,537,769
  Preferred shareholders' equity                  524
  Common shareholders' equity               1,001,683
  Total assets                              9,452,236


                                         18

<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

            As of March 31, 2000, there have been no material changes
         in information regarding quantitative and qualitative
         disclosures about market risk from the information presented
         as of December 31, 1999 in the corporation's annual report
         on Form 10-K.


















































                                        19


                         PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8 - K
         ----------------------------------

     a)  Exhibit 3(ii) Bylaws (included in original SEC filing only)

     b)  Exhibit 27  - Financial Data Schedule (included in original
                          SEC filing only)

     c)  No reports on Form 8-K were filed during the quarter ended
 March 31, 2000.







     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by its
principal financial officer hereunto duly authorized.



                                               FIRST VIRGINIA BANKS, INC.


                                                 /s/ Richard F. Bowman
May 12, 2000                                    --------------------------
                                                Richard F. Bowman,
                                                Executive Vice President,
                                                Treasurer and
                                                Chief Financial Officer
























                                    20

<PAGE>
                                                            Exhibit 3 (ii)




                         FIRST VIRGINIA BANKS, INC.















                                   BYLAWS



















                  With Amendments through February 23, 2000




<PAGE>
                         FIRST VIRGINIA BANKS, INC.

                                   BYLAWS


                              Table of Contents

                                                                         Page

ARTICLE I - MEETING OF STOCKHOLDERS. . .. . . . . . . . . . . . . . . . . .1
Section  1.  Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . .1
Section  2.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . .1
Section  3.  Hour and Place of Meeting. . . . . . . . . . . . . . . . . . .1
Section  4.  Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . .1
Section  5.  Voting List. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section  6.  Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section  7.  Organization . . . . . . . . . . . . . . . . . . . . . . . . .2
Section  8.  Conduct of Meetings. . . . . . . . . . . . . . . . . . . . . .2
Section  9.  Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section 10.  Inspectors of Election . . . . . . . . . . . . . . . . . . . .2
Section 11.  Proxy Committee  . . . . . . . . . . . . . . . . . . . . . . .3
Section 12.  Stockholder Nominations. . . . . . . . . . . . . . . . . . . .3
Section 13.  Business to be Brought Before the Annual Meeting . . . . . . .4

ARTICLE II - BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .6
Section  1.  General Powers . . . . . . . . . . . . . . . . . . . . . . . .6
Section  2.  Number . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section  3.  Terms of Directors . . . . . . . . . . . . . . . . . . . . . .6
Section  4.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section  5.  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section  6.  Senior Advisory Board  . . . . . . . . . . . . . . . . . . . .6
Section  7.  Stock Ownership of Directors . . . . . . . . . . . . . . . . .6

ARTICLE III - DIRECTORS' MEETINGS . . . . . . . . . . . . . . . . . . . . .7
Section  1.  Regular Meetings . . . . . . . . . . . . . . . . . . . . . . .7
Section  2.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . .7
Section  3.  Organization . . . . . . . . . . . . . . . . . . . . . . . . .7
Section  4.  Quorum and Manner of Acting. . . . . . . . . . . . . . . . . .7
Section  5.  Order of Business. . . . . . . . . . . . . . . . . . . . . . .7
Section  6.  Action Without a Meeting . . . . . . . . . . . . . . . . . . .7
Section  7.  Telephone Meetings . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE IV -  COMMITTEES OF THE BOARD . . . . . . . . . . . . . . . . . . .8
Section  1.  Executive Committee. . . . . . . . . . . . . . . . . . . . . .8
Section  2.  Management Compensation and
                  Benefits Committee. . . . . . . . . . . . . . . . . . . .8
Section  3.  Public Policy Committee. . . . . . . . . . . . . . . . . . . .8
Section  4.  Audit Committee. . . . . . . . . . . . . . . . . . . . . . . .9
Section  5.  Other Committees . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE V - OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section  1.  Number . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section  2.  Election, Term of Office, and Qualifications . . . . . . . . 10
Section  3.  Other Officers, Agents, and Employees. . . . . . . . . . . . 10
Section  4.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section  5.  Removal of Officers. . . . . . . . . . . . . . . . . . . . . 10
Section  6.  Chairman of the Board  . . . . . . . . . . . . . . . . . . . 10
              Honorary Chairman of the Board. . . . . . . . . . . . . . . 10
Section  7.  Vice Chairmen of the Board . . . . . . . . . . . . . . . . . 11
Section  8.  Succession of Duties . . . . . . . . . . . . . . . . . . . . 11
Section  9.  President  . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 10.  Executive Vice President . . . . . . . . . . . . . . . . . . 11
Section 11.  Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . 11
Section 12.  Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 13.  Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 14.  General Counsel  . . . . . . . . . . . . . . . . . . . . . . 12
Section 15.  General Auditor  . . . . . . . . . . . . . . . . . . . . . . 12
Section 16.  Assistant Secretary  . . . . . . . . . . . . . . . . . . . . 12
Section 17.  Assistant Treasurer  . . . . . . . . . . . . . . . . . . . . 13
Section 18.  Administrative Committees  . . . . . . . . . . . . . . . . . 13

ARTICLE VI - CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . 13
Section  1.  Certificates . . . . . . . . . . . . . . . . . . . . . . . . 13
Section  2.  Issue and Registration of Certificates:
                  Transfer Agents and Registrars . . .  . . . . . . . . . 13
Section  3.  Transfer of Stock  . . . . . . . . . . . . . . . . . . . . . 13
Section  4.  Lost, Destroyed, or Mutilated Certificates . . . . . . . . . 13
Section  5.  Record Date  . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VII - CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS,
               SECURITIES, ETC.:  AUTHORITY OF OFFICERS . . . . . . . . . 14
Section  1.  Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section  2.  Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section  3.  Bank Accounts  . . . . . . . . . . . . . . . . . . . . . . . 14
Section  4.  Checks, Securities, Etc.     . . . . . . . . . . . . . . . . 14

ARTICLE VIII - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . 15
Section  1.  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section  2.  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section  3.  Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IX -  EMERGENCIES . . . . . . . . . . . . . . . . . . . . . . . . 15
Section  1.  Emergency Bylaws . . . . . . . . . . . . . . . . . . . . . . 15
Section  2.  Termination of Emergency . . . . . . . . . . . . . . . . . . 15

ARTICLE X -  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 15









                                   BYLAWS

                                     OF

                         FIRST VIRGINIA BANKS, INC.

                 (With Amendments through February 23, 2000)


                                  ARTICLE I

                           MEETING OF STOCKHOLDERS

 Section 1.  Annual Meetings.  The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date each year that
shall be established by the  board of directors; however, if no such date is
established, then the annual meeting shall be on the fourth Wednesday in
April each year, if not a legal holiday, and if so, then on the next
succeeding business day.
 Section 2.  Special Meetings.  Except as provided in Article II, Section 4
of these bylaws, special meetings of the stockholders shall be called by the
president or secretary only at the written request of a majority of the
directors, provided that, if as of the date of the request for such special
meeting there is a Related Person as defined in Article X of the Articles of
Incorporation, such majority shall include a majority of the Continuing
Directors, as defined in Article X of the Articles of Incorporation or by the
holders of four-fifths (80%) of the voting power of all of the then
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors.  The request shall state the purpose
or purposes for which the meeting is to be called.  The notice of every
special meeting of stockholders shall state the purpose for which it is
called.
 Section 3.  Hour and Place of Meeting.  All meetings of the stockholders may
be held at such hour and place within or without the State of Virginia as may
be provided in the notice of meeting.
 Section 4.  Notice of Meetings.  Notice of the annual and of any special
meeting of the stockholders shall be given not less than ten days nor more
than sixty days before the meeting (except as a different time is specified
by law), by or at the direction of the board of directors or the person
calling the meeting, to each holder of record of shares of the corporation
entitled to vote at the meeting, in person or by mail or by electronic
dissemination, unless otherwise required by law.  All such notices shall
state the day, hour, place and purpose(s) of the meeting, and the matters to
be considered.
 Section 5.  Voting List.  A  complete list of the stockholders entitled to
vote at any meeting or any adjournment thereof, with the address of and
number of shares held by each on the record date, shall, for a period of ten
days prior to such meeting, be kept on file at the registered office or
principal place of business of the corporation or at the office of the
transfer agent or registrar and shall be subject to inspection by any
stockholder at any time during usual business hours except as such right of
inspection may be subject to limitations prescribed by law.  Such list shall
also be produced and kept open at the time and place of the meeting and shall
be open to inspection by any stockholder during the whole time of the
meeting.  Whenever the production or exhibition of any voting list, or of the
stock transfer books of the corporation, shall be required by law, the
production of a copy thereof certified correct by the transfer agent shall be
deemed to be substantial compliance with such requirement.
 Section 6.  Quorum.  A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of
stockholders.  Once a quorum has been duly convened, the quorum shall not be
deemed broken by the departure of any stockholder or holder of a proxy.  In
the absence of a quorum, the stockholders present in person or by proxy, by
majority vote and without notice other than by announcement at the meeting,
may adjourn the meeting from time to time until a quorum shall be present.
At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which could have been transacted at the meeting as
originally called.
 Section 7.  Organization.  At all meetings of the stockholders, the chairman
of the board, or in his absence the vice chairmen, in the order of their
appointment, or in their absence the president, or in the absence of all of
them a person chosen by a majority of the stockholders represented in person
or by proxy and entitled to vote at the meeting shall preside as chairman of
the meeting.  The secretary of the corporation, or in his absence or if he be
appointed chairman of the meeting, an assistant secretary shall act as
secretary at all meetings of the stockholders; but if neither the secretary
nor any assistant secretary be present and able to act as such, the chairman
may appoint any person to act as secretary of the meeting.
 Section 8.  Conduct of Meetings.  Parliamentary rules as formulated by
Cushman, Robert's or Sturgis' Manual shall govern the conduct of all meetings
of the stockholders upon verbal announcement thereof by the chairman, except
that where such rules conflict with the provisions of these bylaws, the
statutes of Virginia, or the Articles of Incorporation, the provisions of the
said bylaws, statutes or Articles shall prevail.  The chairman of all
meetings of the stockholders may announce from time to time such rules and
guidelines for the conduct of business as he may determine in his discretion.
 Section 9.  Voting.  Except as otherwise provided by law or by Articles of
Serial Designation with respect to any class or classes of preferred stock
outstanding, each stockholder shall be entitled to one vote for each share of
stock held by him and registered in his name on the books of the corporation
on the date fixed by the resolution of the board of directors as the record
date for the determination of the stockholders entitled to notice of and to
vote at such meeting as more fully set forth elsewhere in these bylaws.  Such
vote may be given in person or by proxy appointed by an instrument executed
by a stockholder or his duly authorized attorney in written form,
telephonically, or electronically, and delivered to the secretary of the
meeting or the inspectors of election.  No proxy shall be valid after eleven
months from its date, unless otherwise provided therein.  If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
stock-holders, except when a larger vote or a vote by class is required by
the Articles of Incorporation, any other provision of these bylaws or the
laws of the state of Virginia and except that in elections of directors those
receiving the greatest number of votes shall be deemed elected even though
not receiving a majority.
 Section 10.  Inspectors of Election.  The board of directors shall appoint
three or more inspectors of election to serve at any meeting of the
stockholders at which a vote is to be taken. The inspectors of election shall
examine proxies and pass upon their validity, receive the votes at the
meeting and act as tellers, certify in writing as to the number of shares
represented at the meeting and the final vote figures, and perform any other
duties required by law.
 Section 11.  Proxy Committee.  The board of directors shall designate a
Proxy Committee of three individuals to act as proxy for stockholders who
appoint/authorize all or any of them to vote their shares in response to the
board of directors' solicitation of proxies at any annual or special meeting
of stockholders, whether such votes are authorized in writing,
telephonically, or electronically.  Any one member of the Proxy Committee may
vote any or all of the shares upon which the Committee is authorized to act.
 Section 12.  Stockholder Nominations.  (a)  Nominations of candidates for
election as directors at any annual meeting of stockholders may be made (i)
by, or at the direction of, a majority of the directors (provided that, if as
of the date of the nomination there is a Related Person as defined in Article
XI of the Articles of Incorporation, such majority shall include a majority
of the Continuing Directors, as defined in Article XI of the Articles of
Incorporation (such directors, whether or not they include the Continuing
Directors shall be referred to as the "directors" for the purposes of this
Section 12)) or (ii) by any stockholder of record entitled to vote at such
annual meeting.  Only persons nominated in accordance with procedures set
forth in Section 12(b) shall be eligible for election as directors at an
annual meeting.   (b)  Nominations, other than those made by, or at the
direction of, a majority of the directors, shall be made pursuant to timely
notice in writing to the secretary of the corporation as set forth in this
Section 12(b).  To be timely, a stockholder's notice shall be delivered to,
or mailed and received at, the principal executive offices of the Corporation
not less than ninety (90) days nor more than one hundred twenty (120) days
prior to the date of the scheduled annual meeting, regardless of
postponements, deferrals, or adjournments of that meeting to a later date;
provided, however, that if less than seventy (70) days' notice or prior
public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder to be timely must be so delivered or received
not later than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made.  Such
stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election as a director (a) the name,
age, business address and residence address of such person, (b) the principal
occupation or employment of such person, (c) the class and number of shares
of the Corporation's equity securities which are beneficially owned (as such
term is defined in Rule 13d-3 or 13d-5 under the Securities Exchange Act of
1934 (the "Exchange Act")) by such person on the date of such stockholder
notice and (d) any other information relating to such person that would be
required to be disclosed pursuant to Schedule 13D under the Exchange Act in
connection with the acquisition of shares, and pursuant to Regulation 14A
under the Exchange Act, in connection with the solicitation of proxies with
respect to nominees for election as directors, regardless of whether such
person is subject to the provisions of such regulations, including, but not
limited to, information required to be disclosed by Items 4(b) and 6 of
Schedule 14A under the Exchange Act and information which would be required
to be filed on Schedule 14B under the Exchange Act with the Securities and
Exchange Commission and (ii) as to the stockholder giving the notice (a) the
name and address, as they appear on the corporation's books, of such
stockholder and any other stockholder who is a record or beneficial owner of
any equity securities of the corporation and who is known by such stockholder
to be supporting such nominee(s) and (b) the class and number of shares of
the corporation's equity securities which are beneficially owned, as defined
above, and owned of record by such stockholder on the date of such
stockholder notice and the number of shares of the corporation's equity
securities beneficially owned and owned of record by any person known by such
stockholder to be supporting such nominee(s) on the date of such stockholder
notice.  At the request of a majority of the directors, any person nominated
by, or at the direction of, the Board of Directors for election as a director
at an annual meeting shall furnish to the secretary of the corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.
 (c)  No person shall be elected as a director of the corporation unless such
person is nominated in accordance with the procedures set forth in Section 12
and is eligible to serve as a director under Article II of these bylaws.
Ballots bearing the names of all the persons who have been nominated for
election as directors at an annual meeting in accordance with the procedures
set forth in Section 12 and are eligible to serve as a director under Article
II of these bylaws shall be provided for use at the annual meeting.  (d)  A
majority of the directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of Section 12(b).  If a
majority of the directors determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of
Section 12(b) in any material respect, the secretary of the corporation shall
promptly notify such stockholder of the deficiency in the notice.  The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the secretary within five (5) days from the date
such deficiency notice is given to the stockholder, or such shorter time as
may be reasonably deemed appropriate by a majority of the directors.  If the
deficiency is not cured within such period, or if a majority of the directors
reasonably determines that the additional information provided by the
stockholder, together with the information previously provided, does not
satisfy the requirements of Section 12(b) in any material respect, then the
board of directors may reject such stockholder's nomination.  The secretary
of the corporation shall notify a stockholder in writing whether his or her
nomination has been made in accordance with the time and informational
requirements of Section 12(b).  Notwithstanding the procedure set forth in
this paragraph, if the majority of the directors does not make a
determination as to the validity of any nominations by a stockholder, the
chairman of the annual meeting shall determine and declare at the annual
meeting whether a nomination was not made in accordance with the terms of
Section 12(b).  If the chairman of such meeting determines that a nomination
was not made in accordance with the terms of Section 12(b), he or she shall
so declare at the annual meeting and the defective nomination shall be
disregarded.
 Section 13.  Business to be Brought Before the Meeting.  (a) At an annual
meeting of stockholders, only such business shall be conducted, and only such
proposals shall be acted upon as shall have been brought before the annual
meeting (i) by, or at the direction of, the majority of the directors
(provided that, if as of the date of the nomination there is a Related Person
as defined in Article XI of the Articles of Incorporation, such majority
shall include a majority of the Continuing Directors, as defined in Article
XI of the Articles of Incorporation (such directors, whether or not they
include the Continuing Directors shall be referred to as the "directors" for
the purposes of this Section 13)); or (ii) by any stockholder of the
corporation who complies with the notice procedures set forth in Section
13(b).
 (b)  For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the secretary of the corporation.  To be timely, a stockholder's notice
must be delivered to, or mailed and received at, the principal executive
offices of the corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the scheduled annual meeting, regardless
of any postponements, deferrals or adjournments of that meeting to a later
date; provided, however, that if less than seventy (70) days' notice or prior
public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder, to be timely, must be so delivered or
received not later than the close of business on the tenth (10th) day
following the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public
disclosure was made.  A stockholder's notice to the secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business and any other stockholder
who is the record or beneficial owner (as defined in Section 12(a) of these
bylaws) of any equity security of the corporation known by such stockholder
to be supporting such proposal, (iii) the class and number of shares of the
corporation's equity securities which are beneficially owned (as defined in
Section 12(a) of these bylaws) and owned of record by the stockholder giving
the notice on the date of such stockholder notice and by any other record or
beneficial owners of the corporation's equity securities known by such
stockholder to be supporting such proposal on the date of such stockholder
notice, and (iv) any financial or other interest of the stockholder in such
proposal.
 (c)  A majority of the directors may reject any stockholder proposal not
timely made in accordance with the terms of Section 13(b).  If a majority of
the directors determines that the information provided in a stockholder's
notice does not satisfy the informational requirements of Section 13(b) in
any material respect, the secretary of the corporation shall promptly notify
such stockholder of the deficiency in the notice.  The stockholder shall have
the opportunity to cure the deficiency by providing additional information to
the secretary within such period of time, not to exceed five (5) days from
the date such deficiency notice is given to the stockholder, as the majority
of the directors shall reasonably determine.  If the deficiency is not cured
within such period, or if the majority of the directors determines that the
additional information provided by the stockholder, together with information
previously provided, does not satisfy the requirements of this Section 13(b)
in any material respect, then a majority of the directors may reject such
stockholder's proposal.  The secretary of the corporation shall notify a
stockholder in writing whether such person's proposal has been made in
accordance with the time and information requirements of Section 13(b).
Notwithstanding the procedures set forth in this paragraph, if the majority
of the directors does not make a determination as to the validity of any
stockholder proposal, the chairman of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of Section 13(b).  If the chairman of such meeting
determines that a stockholder proposal was not made in accordance with the
terms of Section 13(b), he or she shall so declare at the annual meeting and
any such proposal shall not be acted upon at the annual meeting.

 (d)  This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports,
no new business shall be acted upon at such annual meeting unless stated,
filed and received as herein provided.

<PAGE>
                                 ARTICLE II

                             BOARD OF DIRECTORS

 Section 1.  General Powers.  The business and affairs of the corporation
shall be managed by the board of directors subject to any requirement of
stockholder action.
 Section 2.  Number.  The number of directors shall be thirteen (13).
 Section 3.  Terms of Directors.  A person shall be elected to serve a term
of three years or to fill the unexpired term of the class to which the
directorship position has been assigned.  A person appointed by the board to
fill the unexpired term of a directorship position shall stand for election
to that directorship position at the next stockholders' meeting at which
directors are elected.  Except as required by law, no person who has reached
the age of 72 years shall be eligible to serve as a director, except that a
director who reaches the age of 72 years may continue to serve the unexpired
portion of the term for the class of the directorship position held by such
person.  Notwithstanding the above, any person who has served or may serve as
chairman of the corporation in good standing until retirement and any person
who served as chairman of a subsidiary bank of the corporation on November 1,
1994, shall continue to be eligible to serve as a director for any class of
directorship position whose term shall not expire before such chairman shall
reach the age of 75 years.
 Section 4.  Vacancies.  Any vacancy on the board of directors for any cause,
except a vacancy created by an increase by more than two in the number of
directors, may be filled for the unexpired portion of the term by a majority
vote of all of the remaining directors, though less than a quorum, given at a
regular meeting or at a special meeting called for that purpose.  In case the
entire board shall die or resign, any stockholder may call a special meeting
of the stockholders upon notice as hereinbefore provided for meetings of the
stockholders, at which special meeting the directors for the unexpired
portion of the term may be elected.
 Section 5.  Fees.  Nonemployee directors shall not receive any stated salary
for their services, but, by resolution of the board of directors, they may
receive a retainer, a fixed sum for attendance at each regular or special
meeting of the board and any meeting of any committee, and reimbursement for
expenses of attendance, if any, at board and committee meetings. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
 Section 6.  Senior Advisory Board.  The board of directors may appoint a
senior advisory board, the eligible members of which shall be such directors
of the corporation who served on the board of directors at the age of 72
years or who shall have resigned from the board because of poor health and
requested a transfer to it.  The members of such board shall serve at the
pleasure of the corporation's board of directors until the next annual
meeting of stockholders.  At the board meeting following each annual meeting
of stockholders, such member may be reappointed if such member has not then
reached the age of 75 years or, for any member who served as a director until
the age of 75 years, if such member has not then reached the age of 78;
however, under no circumstance shall a member be appointed more than two
times after the initial appointment.  Members of the senior advisory board
shall receive notice of and be entitled to attend all regular meetings of the
corporation's board of directors and shall receive the same fees and expenses
as are paid to members, but will not be entitled to vote at such meetings.
 Section 7.  Stock Ownership of Directors.  Every director shall be the owner
of stock of the corporation having a book value of not less than Five
Thousand Dollars ($5,000).  Such stock must be unpledged and unencumbered at
the time such director becomes a director and during the whole of his term as
such.  Any director violating the provisions of this section shall
immediately vacate his office.

                                 ARTICLE III

                             DIRECTORS' MEETINGS

 Section 1.  Regular Meetings.  Regular meetings of the board of directors
shall be held without other notice than this bylaw immediately after, and at
the same place as, the annual meeting of stockholders.  Additional regular
meetings shall be held at least monthly.  The board of directors may provide
by resolution the time and place, either within or without this state, for
the holding of additional regular meetings without other notice than such
resolution.
 Section 2.  Special Meetings.  Special meetings of the board of directors
shall be held whenever called by the chairman of the board, by the president,
or by any two of the directors.  Notice of each such meeting shall be mailed
to each director, addressed to his residence or usual place of business, at
least three days before the day on which the meeting is to be held, or shall
be sent to such place by telegraph or mailgram, or be delivered personally or
by telephone, not later than the day before the day on which the meeting is
to be held.  Neither the business to be transacted at, nor the purpose of,
any special meeting need be specified in the notice or waiver of notice of
such meeting.
 Section 3.  Organization.  At all meetings of the board of directors, the
chairman, or in his absence the vice chairmen in the order of their
appointment, or in their absence, the president (or in his absence the
executive vice president if a member of the board), or, in the absence of all
of them, any director selected by the board of directors shall act as chair-
man; and the secretary of the corporation, or, in his absence or if he be
elected chairman of the meeting, an assistant secretary, shall act as
secretary; but if neither the secretary nor any assistant secretary be
present and able to act as such, the chairman may appoint any person present
to act as secretary of the meeting.
 Section 4.  Quorum and Manner of Acting.  Unless otherwise provided by law
or the Articles of Incorporation, a majority of the number of directors fixed
by the bylaws at the time of any regular or special meeting shall constitute
a quorum for the transaction of business at such meeting, and the act of a
majority of the directors present at any such meeting at which a quorum is
present shall be the act of the board of directors.  In the absence of a
quorum, a majority of those present may adjourn the meeting from time to time
until a quorum be had.  Notice of any such adjourned meeting need not be
given.
 Section 5.  Order of Business.  At all meetings of the board of directors
business may be transacted in such order as from time to time the board may
determine.
 Section 6.  Action Without a Meeting.  Any action which is required to be
taken at a meeting of the directors or of a director's committee may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, shall be signed either before or after such action by all of the
directors or by all of the members of the committee, as the case may be, and
such consent is filed in the minute book of the proceedings of the board or
committee.  Such consent shall have the same force and effect as a unanimous
vote.
 Section 7.  Telephone Meetings.  Members of the board of directors or any
committee designated thereby may participate in a meeting of such board or
committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each
other, and a written record can be made of the action taken at the meeting.




                                 ARTICLE IV

                           COMMITTEES OF THE BOARD

 Section 1.  Executive Committee.  The board of directors, by a resolution
adopted by a majority of the number of directors, may designate three or more
directors, to include the chairman, the vice chairmen, if one or more be
appointed, and the president, to constitute an executive committee.  Members
of the executive committee shall serve until removed, until their successors
are designated or until the executive committee is dissolved by the board of
directors.  All vacancies which may occur in the executive committee shall be
filled by the board of directors.  The executive committee, when the board of
directors is not in session, may exercise all of the powers of the board of
directors except to approve an amendment to the Articles of Incorporation,
these bylaws, a plan of merger or consolidation, a plan of exchange under
which the corporation would be acquired, the sale, lease or exchange, or the
mortgage or pledge for a consideration other than money, of all, or
substantially all, the property and assets of the corporation otherwise than
in the usual and regular course of its business, the voluntary dissolution of
the corporation, or revocation of voluntary dissolution proceedings, and may
authorize the seal of the corporation to be affixed as required.  The
executive committee may make its own rules for the holding and conduct of its
meetings (except that at least two members of the committee shall be
necessary to constitute a quorum), the notice thereof required and the
keeping of its records, and shall report all of its actions to the board of
directors.
 Section 2.  Management Compensation and Benefits Committee.  The board of
directors shall, by resolution, appoint a Management Compensation and
Benefits Committee that shall be comprised entirely of "outside directors" as
that term is defined under proposed Item 402(j)(2) of Regulation S-K of the
Securities and Exchange Commission; that is, "directors who do not have
employment or consulting arrangements with the corporation or its affiliates
and who are not employed by an entity that has an employee of the corporation
serving as a member of a committee which establishes that entity's
compensation policy."  (If, in the final SEC rules, Item 402(j)(2) of the
SEC's Regulation S-K includes a different definition of "outside directors"
than that described above, then these Bylaws will follow the definition as
stated in the final rules, as amended from time to time.)  Such committee
shall fix its own rules and procedures and shall meet at least once each
year.  The committee shall have the authority to establish the level of
compensation (including bonuses) and benefits of management of the
corporation.  Such committee shall also have all of the authority vested
under any stock option or other equity-based compensation plan of the
corporation including but not limited to the authority to grant stock
options, stock appreciation rights, restricted or phantom stock, etc. to the
corporation's management.
 Section 3.  Public Policy Committee.  The board of directors shall, by
resolution, appoint not less than three nor more than six of its members to
constitute a public policy committee.  The board shall likewise designate the
chairman of the committee.  In addition, the chairman of the board shall be
an ex-officio member of the public policy committee and shall be entitled to
vote on all matters coming before the committee.  The committee shall
recommend to the board of directors the total amount of funds to be allocated
each calendar year for charitable contributions to be made by the
corporation.  The committee shall have authority to approve contributions by
the corporation within the dollar limits set by the approved annual budget
and may delegate some or all of its authority for final approval to the chief
executive officer provided that all contributions approved by the chief
executive officer are subsequently reported to the committee for review. The
committee shall exercise general supervision over the corporation's matching
gifts program and shall have authority to add and/or delete those colleges
and universities eligible for inclusion in the program. The committee shall
monitor on an ongoing basis the programs developed for compliance with the
Community Reinvestment Act as well as Title VII of the Civil Rights Act of
1964 (Equal Employment Opportunity) and as a result may make recommendations
to the chief executive officer in respect thereto.  The committee shall
perform such other duties and functions as shall be assigned to said
committee from time to time by the board of directors.  The chairman of the
committee shall report regularly to the board of directors on the results of
its meetings.  The committee shall meet quarterly except that it may
additionally meet on call of its chairman as may be necessary.
 Section 4.  Audit Committee.  The Board of Directors shall appoint an Audit
Committee that shall be comprised entirely of directors who meet the standard
of independence set forth by the New York Stock Exchange for audit committees
of listed companies.  Such committee shall be comprised of a minimum of three
members and shall fix its own rules and procedures.  The committee shall meet
at least quarterly.  The committee shall review the following:  (1) with the
independent public accountant and management, the financial statements and
the scope of the corporation's audit; (2) with the independent public
accountant and management, the adequacy of the corporation's system of
internal procedures and controls, including the resolution of material
weaknesses; (3) with the corporation's internal auditors, the activities and
performance of the internal auditors; (4) with management and the independent
accountant, compliance with laws and regulations; (5) with management, the
selection and termination of the independent public accountant and any
significant disagreements between the independent public accountant and
management; and (6) the nonaudit services of the corporation's independent
public accountant.  The committee, when so delegated by a member bank, shall
perform such audit committee functions for such bank as are requested by the
bank to fulfill its requirements under Section 36 of the Federal Deposit
Insurance Act and under the regulations and guidelines adopted by the FDIC to
implement Section 36.  The committee shall also review any other matters
concerning auditing and accounting as it deems necessary and appropriate.
The committee, at its discretion, may retain counsel without prior permission
of the Board or management.
 Section 5.  Other Committees.  Other committees with limited authority may
be designated by a resolution adopted by a majority of the directors present
at a meeting at which a quorum is present.

                                  ARTICLE V

                                  OFFICERS

 Section 1.  Number.  The officers of the corporation may be a chairman of
the board, a president, one or more vice chairmen (who also may serve as a
consultant and advisor to the board but not as a full-time employee of the
corporation or any of its affiliates), one or more executive vice presidents,
one or more vice presidents (any one or more of whom may be designated as
senior vice presidents), a secretary, and a treasurer.  At the discretion of
the board of directors, there may be one or more assistant vice presidents,
assistant secretaries, and assistant treasurers; a general counsel and one or
more assistant general counsel and assistant counsel; a general auditor, one
or more assistant general auditors and audit managers, an electronic data
processing auditor, and a trust auditor; a communications officer; one or
more marketing officers, and such other officer titles designated by the
board from time to time.  The chairman of the board, the vice chairmen, and
the president shall be chosen from members of the board of directors.  The
same person may hold any two of such offices, except the office of secretary
may not be held by any person holding the office of president.
 Section 2.  Election, Term of Office and Qualifications.  Officers of the
corporation shall be chosen annually by the board of directors at its regular
meeting immediately following the annual meeting of stockholders, and each
officer shall hold office until the next annual meeting of stockholders and
until his successor shall have been chosen and qualified or until he shall
resign or shall have been removed in the manner hereinafter provided.
 Section 3.  Other Officers, Agents and Employees.  The board of directors
may from time to time appoint such other officers as it may deem necessary,
to hold office for such time as may be designated by it or during its
pleasure, and may also appoint, from time to time, such agents and employees
of the corporation as may be deemed proper, or may authorize any officer to
appoint and remove such agents and employees, and may from time to time
prescribe the powers and duties of such officers, agents and employees of the
corporation in the management of its property and affairs, and may authorize
any officer to prescribe the powers and duties of agents and employees.
 Section 4.  Vacancies.  If any vacancy shall occur among the officers of the
corporation, such vacancy shall be filled by the board of directors.
 Section 5.  Removal of Officers.  Any officer or agent of the corporation
may be removed with or without cause at any time by the board of directors or
such officer as may be provided in the bylaws.  Any person or agent appointed
or employed by the corporation otherwise than by the board of directors may
be removed with or without cause at any time by any officer having authority
to appoint whenever such officer in his absolute discretion shall consider
that the best interests of the corporation will be served thereby.
 Section 6.  Chairman of the Board.  The chairman of the board shall be the
chief executive officer of the corporation and subject to the control of the
board of directors, shall have general direction of the business affairs and
property of the corporation and shall do and perform such other duties as may
be prescribed in these bylaws or which may be assigned to him from time to
time by the board of directors.  The chairman of the board shall preside at
all meetings of the board of directors and at all meetings of the stock-
holders.  He shall prescribe the duties and have general supervision over all
other officers, employees and agents of the corporation enumerated in these
bylaws or established by resolution of the board of directors or otherwise,
and shall have the power to appoint, employ, suspend or remove with or
without the advice of the board of directors any such officer, employee or
agent unless otherwise specifically provided in these bylaws, and shall fix
the salaries of all such officers, employees and agents of the corporation
and its subsidiaries within the limits established from time to time by the
board of directors.  He shall have power to sign all stock certificates,
deeds, contracts and other instruments authorized by the board of directors
or its executive committee unless other direction is given therefor, and he
shall be a member of all standing committees of the board except the account-
ing and auditing committee and the management compensation and benefits
committee.
 Honorary Chairman of the Board.  The board of directors may appoint a former
full-time officer who has held the office of chairman of the board of the
corporation to the position of honorary chairman of the board and provide
such person with a reasonable amount of office space as long as desired by
him.  If appointed, such person shall act as chairman of the senior advisory
board as such body exists from time to time.
 Section 7.  Vice Chairmen of the Board.  The board of directors may appoint
one or more vice chairmen of the board and, if any such officers are
appointed, may assign such specific duties to any one of them as it deems
necessary and advisable.  Such officers may, but need not, be full-time
salaried employees of the corporation.  Any such full-time vice chairmen
shall report to the corporation's chief executive officer and shall perform
such duties as such officers may prescribe and assign from time to time.
 Section 8.  Succession of Duties.  The bylaw duties of the chairman of the
board may be exercised and carried out by any vice chairmen when such have
been appointed by the board of directors in the absence or disability of the
chairman of the board in order of their appointment; if no vice chairmen are
so appointed, then the president shall carry out such duties in the absence
of the chairman of the board; and in the absence of the president, the
executive vice president or any vice president in the order of their election
shall carry out all such duties in the absence or disability of the chairman
of the board.
 Section 9.  President.  The president shall be the chief administrative
officer of the corporation and as such shall perform such duties as the
chairman of the board or the board of directors may prescribe from time to
time by resolution or as may be prescribed by these bylaws.  He shall
exercise all the powers and discharge all the duties of the chairman of the
board during the latter's absence or inability to act.  He shall have
concurrent power with the chairman of the board to sign all deeds, contracts
and instruments authorized by the board of directors or its executive
committee unless the board otherwise directs, and he may be a member of the
standing committees of the board except the accounting and auditing committee
when appointed by the board.  He shall report to the chairman of the board in
carrying out his assignments and in conducting the affairs of his office.
 Section 10.  Executive Vice President.  The board of directors may elect one
or more executive vice presidents and any such person so elected to such
office shall perform such duties as the board of directors or the chairman of
the board may assign and prescribe from time to time.
 Section 11.  Vice Presidents.  Each vice president shall have such powers
and perform such duties as the board of directors or the chairman may from
time to time prescribe, and shall perform such other duties as may be
prescribed in these bylaws.  Each vice president shall have power to sign all
deeds, contracts and instruments authorized by the board of directors or its
executive committee unless they otherwise direct.  In case of the absence or
inability to act of the president, and the executive vice presidents in the
order of their appointments, then such vice president as the board of
directors may designate for the purpose (but in the absence of such
designation then the vice presidents in order of appointment) shall have the
powers and discharge the duties of the president.
 Section 12.  Secretary.  The secretary shall keep the minutes of all
meetings of the stockholders, the board of directors and meetings of
committees of the board as they are held, in a book or books kept for that
purpose.  He shall keep in safe custody the seal of the corporation and he
may affix such seal to any instrument duly executed on behalf of the
corporation.  The secretary shall have charge of the certificate books and
such other books and papers as the board of directors may direct.  He shall
attend to the giving and serving of all notices of the corporation, and shall
also have such other powers and perform such other duties as pertain to his
office, or as from time to time may be assigned to him by the board of
directors or the corporation's chief executive officer.
 Section 13.  Treasurer.  The treasurer shall be the principal financial and
accounting officer of the corporation.  He shall have charge of the funds,
securities, receipts and disbursements of the corporation, and shall deposit
all moneys and other valuable effects in the name and to the credit of the
corporation in such banks or other depositaries as the board of directors may
from time to time designate.  He shall render to the chairman of the board,
or to the board of directors, or to the president, whenever any of them shall
require him so to do, an account of the financial condition of the
corporation and its affiliates and all of his transactions as treasurer.  He
shall keep correct books of account of all its business and transactions.  If
required by the board of directors, he shall give a bond in such sum and on
such conditions and with such surety as the board of directors may designate,
for the faithful performance of the duties of his office and the restoration
to the corporation, at the expiration of his term of office, or, in case of
his death, resignation or removal from office, of all books, papers,
vouchers, money or other property of whatever kind in his possession
belonging to the corporation.  He shall also have such other powers and
perform such other duties as pertain to his office or as from time to time
may be assigned to him by the board of directors or the president.
 Section 14.  General Counsel.  The general counsel, if one be appointed,
shall have charge of all litigation of the corporation, and shall keep
himself advised of the character and progress of all legal proceedings and
claims by and against the corporation or in which it is interested by reason
of its ownership and control of other corporations.  He shall give to the
board of directors reports from time to time on all legal matters affecting
the corporation and, when requested, his opinion upon any question affecting
the interests of the corporation.  He may, with the consent of the chief
executive officer, employ on behalf of the corporation special counsel for
the handling of any legal matter pertaining to the business of the
corporation which he deems necessary and advisable.  The general counsel may,
but need not be, a full-time salaried officer of the corporation.  He shall
from time to time consult with the corporation's legal advisory committee on
legal matters affecting the corporation and its affiliates.
 Section 15.  General Auditor.  The general auditor, if one be appointed,
shall perform such internal auditing and accounting functions with regard to
the member banks and companies as the board of directors or any appropriate
committee thereof may from time to time determine, and shall have such
additional powers and duties as may be prescribed by these bylaws and as the
board of directors or any appropriate committee thereof may from time to time
determine, and shall have additional responsibilities and duties in con-
nection therewith as may be prescribed by these bylaws, applicable laws and
regulations or the board of directors or any appropriate committee thereof.
Except as stated, the general auditor and other auditing staff shall be
subject to day-to-day administrative direction of the chief executive officer
of the corporation and any such officer or employee may be dismissed by the
chief executive officer for reasons as may be applied in dismissing any other
personnel of the corporation, provided that a report of any such dismissal of
internal auditing personnel with the reasons therefor shall be made to the
board of directors or its executive committee at the next succeeding meeting
thereof.  All other officers and personnel appointed or assigned to assist in
the internal audit function of the corporation, its member banks and
companies, may be assigned such day-to-day duties and responsibilities as may
be necessary by the general auditor to carry out the responsibilities of the
internal audit function.  The office of general auditor may not be held by
any person holding other offices in the corporation or its affiliates except
with the specific approval of the board of directors.
 Section 16.  Assistant Secretary.  In the absence or disability of the
secretary, the assistant secretary (or if more than one, then the assistant
secretary designated by the board of directors or the president for such
purpose) shall perform all the duties of the secretary and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon,
the secretary.  Each assistant secretary shall also perform such other duties
as from time to time may be assigned to him by the board of directors, the
chief executive officer or the secretary.
 Section 17.  Assistant Treasurer.  In the absence or disability of the
treasurer, the assistant treasurer (or if more than one, then the assistant
treasurer designated by the board of directors or the chief executive officer
for such purpose) shall perform all the duties of the treasurer and, when so
acting, shall have all the powers of, and be subject to all restrictions
upon, the treasurer.  Each assistant treasurer shall also perform such other
duties as from time to time may be assigned to him by the board of directors,
the chief executive officer or the treasurer.
 Section 18.  Administrative Committees.  The Chairman of the Board may
designate administrative committees to assist the Chairman in the day-to-day
operation of the corporation.  Each committee shall have such authority of
the Chairman as the Chairman may delegate and shall be comprised of officers
of the corporation.  Membership on such committees shall be at the request of
the Chairman of the Board, who shall appoint or remove members with or
without the advice of the board of directors, unless otherwise specifically
provided in these bylaws.  The Chairman shall advise the board of directors
annually of the current committees and members thereof.

                                 ARTICLE VI

                                CAPITAL STOCK

 Section 1.  Certificates.  Certificates representing shares of the capital
stock of the corporation shall be in such form as is permitted by law and
prescribed by the board of directors or the chief executive officer and shall
be signed by the persons authorized to sign the same by the bylaws or
specific resolution of the board of directors.  Certificates may, but need
not be, sealed with the seal of the corporation or a facsimile thereof.  The
signature of the officers upon such certificates may be facsimiles if the
certificate is countersigned by a transfer agent or registered by registrar
other than the corporation itself or an employee of the corporation.  In case
any officer who has signed or whose facsimile signature has been placed upon
a stock certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue.
 Section 2.  Issue and Registration of Certificates:  Transfer Agents and
Registrars.  Transfer agents and/or registrars for the stock of the
corporation may be appointed by the board of directors and may be required to
countersign stock certificates.  Certificates of stock shall be issued in
consecutive order and the certificate books shall be kept at an office of the
corporation or at the office of the transfer agent.  Certificates shall be
numbered and registered in the order in which they are issued.  New
certificates and, in the case of cancellation, old certificates, shall,
before they are delivered, be passed to a registrar if one is appointed by
the board of directors, and such registrar shall register the issue or
transfer of such certificates.  Upon the return of the certificates by the
registrar, the new certificates shall be delivered to the person entitled
thereto.
 Section 3.  Transfer of Stock.  The stock of the corporation shall be
transferable or assignable on the books of the corporation by the holders in
person or by attorney on surrender of the certificates for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a
written power of attorney to have the same transferred on the books of the
corporation.
 Section 4.  Lost, Destroyed and Mutilated Certificates.  Holders of the
stock of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may in its discretion, or any officer of the corporation appointed
by the board of directors for that purpose may in his discretion, cause one
or more new certificates for the same number of shares in the aggregate to be
issued to such stockholder upon the surrender of the mutilated certificate or
upon satisfactory proof of such loss or destruction and the deposit of a bond
in such form and amount and with such surety as the board of directors may
require.
 Section 5.  Record Date.  For the purposes of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose,
the board of directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be not more than
fifty days prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  If no record date is fixed for
the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of stockholders.   When a determination of stockholders entitled to vote at
any meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                                 ARTICLE VII

                  CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS,
                  SECURITIES, ETC.:  AUTHORITY OF OFFICERS

 Section 1.  Contracts.  The board of directors may authorize any officer or
officers, agent or agents to enter any contract or to execute and deliver any
instrument on behalf of the corporation, and such order may be general or
confined to specific instances.
 Section 2.  Loans.  The board of directors may authorize any officer or
officers, agent or agents to effect loans and advances at any time for the
corporation from any bank, trust company, insurance company, or other
institution, or from any person, firm, association, or corporation, and in
connection with such loans and advances to make, execute and deliver
promissory notes or other evidences of indebtedness of the corporation, and,
as security for the payment of any and all loans, advances, indebtedness and
liabilities of the corporation, to pledge, hypothecate or transfer any and
all stocks, securities and other personal property at any time held by the
corporation, and to that end to transfer, endorse, assign and deliver the
same in the name of the corporation.  Such authority may be general or
confined to specific instances, except that any pledge, hypothecation or
transfer of the capital stock or assets of any subsidiary corporation shall
be authorized only by a specific resolution of the board of directors.
 Section 3.  Bank Accounts.  All funds of the corporation, not otherwise
employed, shall be deposited from time to time to the credit of the
corporation in such banks or trust companies or other depositaries as the
board of directors may select.
 Section 4.  Checks, Securities, Etc.  All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation, all stock powers, endorsements, assignments, or other
instruments for the transfer of securities held by the corporation shall be
executed and delivered by, and all such securities shall be voted and proxies
for the voting thereof shall be executed and delivered by such officer or
officers, agent or agents to whom the board of directors shall delegate the
power, and under such conditions and restrictions as they may impose.


                                ARTICLE VIII

                                MISCELLANEOUS

 Section 1.  Fiscal Year.  The fiscal year of the corporation shall begin on
the first day of January and end on the thirty-first day of December in each
year.
 Section 2.  Dividends.  The board of directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its Articles
of Incorporation.
 Section 3.  Corporate Seal.  The board of directors shall provide a
corporate seal which shall be circular in form and shall have inscribed
thereon the name of the corporation, the state of Virginia, and year of
incorporation and the words, "Corporate Seal".


                                 ARTICLE IX

                                 EMERGENCIES

 Section 1.  Emergency Bylaws.  During any emergency resulting from an attack
on the United States or any nuclear or atomic disaster, which is declared to
be such by an appropriate agency of the state or federal government, these
bylaws shall be modified (but only to the extent required by such emergency)
as follows:
      a.   A meeting of the board of directors may be called by any officer
or director by giving at least one hour's notice to such of the directors as
it may be feasible to reach at the time and by such means as may be feasible
at the time, including publication or radio.
      b.   The directors in attendance at the meeting, if not less than
three, shall constitute a quorum.  To the extent required to constitute a
quorum at any meeting of the board of directors, the officers of the
corporation who are present shall be deemed, in order of rank and within the
same rank in order of seniority, directors for such meeting.  For purposes of
this bylaw, officers shall rank as follows:  chairman of the board, vice
chairmen, president, executive vice president, senior vice president, vice
president, secretary, treasurer, assistant vice president, assistant
secretary, and assistant treasurer.  Officers holding similar titles shall
rank in the order of their appointment.
 Section 2.  Termination of Emergency.  Except as provided in this article,
the regular bylaws of the corporation shall remain in full force and effect
during any emergency, and upon its termination, these emergency bylaws shall
cease to be operative.

                                  ARTICLE X

                                 AMENDMENTS

 The board of directors shall have the power to alter, amend or repeal any
bylaws of the corporation and to adopt new bylaws; but any bylaws made by the
board of directors may be repealed or changed, and new bylaws made, by the
stockholders, who may prescribe that any bylaw made by them shall not be
altered, amended or repealed by the board of directors.

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