Exhibit 3.2

                          MASON-DIXON BANCSHARES, INC.
                                     BYLAWS

                              Restated on 11/27/96
        (As Amended on 10/22/97, 1/28/98, 4/18/98, 1/25/99, and 4/14/99)


                                    ARTICLE I
                                  Stockholders

       SECTION 1. Annual Meeting.  The annual meeting of  stockholders  shall be
held on such date and time in the month of April in each year as may be fixed by
resolution  of the Board of  Directors  at which the  stockholders  shall  elect
Directors  whose  term of office  has  expired,  shall  consider  reports of the
affairs  of the  Corporation,  and shall  transact  such other  business  as may
properly be brought before the meeting; provided,  however, that the 1999 Annual
Meeting of Stockholders shall be held on such date and time in the month of July
as may be fixed by resolution of the Board of Directors.

       SECTION 2. Special Meetings.  Special meetings of the stockholders may be
called at any time for any purpose or purposes by the Chairman of the Board,  by
the President,  or by a majority of the Board of Directors,  and shall be called
by the Chairman,  President or Secretary of the Corporation  upon the request in
writing  of the  holders  of at  least  50% of all the  shares  outstanding  and
entitled to vote on the business to be transacted at such meeting.  Such request
shall  state the  purpose  or  purposes  of the  meeting.  Unless  requested  by
stockholders entitled to cast a majority of all votes entitled to be cast at the
meeting,  however,  a special  meeting need not be called to consider any matter
which is  substantially  the same as a matter voted on at any special meeting of
the stockholders held during the preceding 12 months.

       SECTION 3. Place of Holding Meetings.  All meetings of stockholders shall
be held at the principal  office of the  Corporation  or elsewhere in the United
States as designated by the Board of Directors.

       SECTION 4.  Notice of  Meetings.  Written  notice of each  meeting of the
stockholders  shall  be  mailed,  postage  pre-paid  by the  Secretary,  to each
stockholder  entitled to vote  thereat at his post office  address as it appears
upon the  books of the  Corporation  at least ten (10)  days,  but not more than
ninety (90) days,  before the  meeting.  Each such notice shall state the place,
day, and hour at which the meeting is to be held and, in the case of any special
meeting, shall state briefly the purpose or purposes thereof.

       SECTION 5.  Quorum.  The presence in person or by proxy of the holders of
record of a  majority  of the  shares of the  capital  stock of the  Corporation
issued and outstanding and entitled to vote thereat shall constitute a quorum at
all meetings of the  stockholders,  except as otherwise  provided by law, by the
Articles of Incorporation or by these Bylaws.  If less than a quorum shall be in
attendance at the time for which the meeting shall have been called, the meeting
may be  adjourned  from  time  to time by a  majority  vote of the  stockholders
present or  represented,  without any notice other than by  announcement  at the
meeting, until a quorum shall attend. At any adjourned meeting at which a quorum
shall attend, any business may be transacted which might have been transacted if
the meeting had been held as originally called.

       SECTION  6.  Conduct  of  Meetings.  Meetings  of  stockholders  shall be
presided over by the Chairman of the Board,  or if he or she is not present,  by
the Vice Chairman, or if he or she is not present, the President of


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the  Corporation or, if he or she is not present,  by a Vice  President,  or, if
none of said  officers is present,  by a chairman to be elected at the  meeting.
The Secretary of the Corporation,  or if he or she is not present, any Assistant
Secretary  shall  act as  Secretary  of such  meetings;  in the  absence  of the
Secretary  and any  Assistant  Secretary,  the  presiding  officer may appoint a
person to act as Secretary of the meeting.

       SECTION 7. Voting.  At all meetings of  stockholders,  every  stockholder
entitled  to vote  thereat  shall  have one (l)  vote  for  each  share of stock
standing in his or her name on the books of the  Corporation on the date for the
determination of stockholders entitled to vote at such meeting. Such vote may be
either in person or by proxy appointed by an instrument in writing subscribed by
such stockholder or his or her duly authorized attorney, bearing a date not more
than eleven (11) months prior to said meeting,  unless said instrument  provides
for a longer  period.  Such  proxy  shall  be  dated,  but  need not be  sealed,
witnessed or  acknowledged.  All elections shall be held and all questions shall
be decided by a majority of the votes cast at a duly constituted meeting, except
as  otherwise  provided by law, in the  Articles  of  Incorporation  or by these
Bylaws.

       If the chairman of the meeting shall so  determine,  a vote by ballot may
be taken  upon any  election  or  matter,  and the vote  shall be so taken  upon
request  of the  holders  of a majority  of the stock  entitled  to vote on such
election or matter.  In either of such events,  the proxies and ballots shall be
received and be taken in charge and all questions  touching the qualification of
voters and the  validity of proxies and the  acceptance  or  rejection  of votes
shall be decided by the tellers. Such tellers shall be appointed by the chairman
of the meeting.

       SECTION 8. Exemption from Subtitle 7 and Title 3 of the Maryland  General
Corporation Law. The acquisition of shares of stock of the Corporation  pursuant
to the  transactions  contemplated  by the Agreement and Plan of  Reorganization
between the Corporation  and BB&T  Corporation to be dated January 27, 1999, and
the Stock Option  Agreement of even date  therewith is exempt from Subtitle 7 of
Title 3 of the Maryland General Corporation Law.

                                   ARTICLE II
                               Board of Directors

       SECTION 1. General  Powers.  The property and business of the Corporation
shall be managed by the Board of Directors of the Corporation.

       SECTION 2. Number and  Qualification of Directors.  The authorized number
of Directors shall be no less than twelve (12) nor more than fourteen (14) until
changed by  amendment  to the  Articles of  Incorporation.  In  accordance  with
Article VII of these bylaws, the exact number of Directors shall be fixed within
the limits specified above by a resolution adopted by the Board of Directors.

                  Directors must be  stockholders  of the  Corporation  and must
own, free and clear of all liens,  pledges and other encumbrances,  a minimum of
100  shares of  Corporation  stock  (par  value  $1.00 per share) at the date of
election  as a  Director.  Within a  five-year  period  from the date of initial
election as Director, such Director must acquire and maintain, free and clear of
all  liens,  pledges  and other  such  encumbrances,  a minimum of 500 shares of
Corporation  stock (par value $1.00 per share).  Notwithstanding  the foregoing,
the minimum number of shares of the  Corporation's  stock required to be held by
Directors  shall be not less than the number  required  by Section  3-403 of the
Financial  Institutions  Article  of the  Annotated  Code  of  Maryland  (or any
successor provision) or otherwise required by law.


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                  Nomination  for  election of members of the Board of Directors
may be made by the Board of Directors or by any  stockholder of any  outstanding
class of capital stock of the  Corporation  entitled to vote for the election of
Directors. Notice by a stockholder of intention to make any nominations shall be
made in  writing  and  shall be  delivered  or mailed  to the  President  of the
Corporation  not less than 120 days nor more than 150 days prior to any  meeting
of stockholders  called for the election of Directors.  Such notification  shall
contain  the  following  information  to  the  extent  known  by  the  notifying
stockholder:  (a) the  name  and  address  of  each  proposed  nominee;  (b) the
principal  occupation  of each  proposed  nominee;  (c) the  number of shares of
capital stock of the Corporation  owned by each proposed  nominee;  (d) the name
and residence address of the notifying stockholder;  (e) the number of shares of
capital stock of the Corporation owned by the notifying stockholder; and (f) the
consent in writing of the  proposed  nominee as to the proposed  nominee's  name
being placed in  nomination  for  Director.  Nominations  not made in accordance
herewith may, in the  discretion of the chairman of the meeting,  be disregarded
and upon the chairman's  instructions,  the tellers can disregard all votes cast
for each such nominee.

                  An individual  may not serve as a Director of the  Corporation
if such  individual  also  serves as a director  or  employee  of any  financial
institution  (other than a subsidiary of the Corporation),  or corporation which
maintains as a principal  subsidiary one or more financial  institutions,  or if
such  service  otherwise  would  violate  the  federal  Depository   Institution
Management  Interlocks  Act.  The term  "financial  institution"  means a credit
union, savings and loan, or commercial bank. The term "principal  subsidiary" is
defined to mean one or more financial institutions whose total assets constitute
twenty-five  percent  (25%)  or more of such  corporation's  consolidated  total
assets.

                  No more than three (3)  Directors  shall be  "insiders" of the
Corporation.  The term,  "insiders," means an employee of the Corporation or any
financial  institution  subsidiary  of  the  Corporation,  and  also  means  any
beneficial owner (as defined under Section 13(d) of the Securities  Exchange Act
of 1934) of ten percent (10%) or more of the  Corporation's  stock. For purposes
of the ten percent (10%) beneficial  ownership test,  Corporation stock owned by
such individual's spouse,  lineal descendants (i.e., parents and children),  any
entity in which the individual owns a controlling  interest  (i.e.,  20% or more
interest),  and any group of which the owner is a member will be  attributed  to
such individual.

       SECTION 3. Election and Term of Office. The terms of the initial Board of
Directors shall be set so as to implement staggered terms, with the terms of one
third (or as near  one-third as possible) of the Directors  being one year,  the
terms of one-third being two years and the terms of one third being three years.
Thereafter,  one-third  of the  Directors  shall be elected by a majority of the
votes cast at each  annual  meeting of  stockholders  or by similar  vote at any
special meeting called for the purpose, to serve three-year terms. Each Director
shall  hold  office  until  the  expiration  of the term for  which he or she is
elected, except as otherwise stated in these Bylaws, and thereafter until his or
her successor has been elected and qualified.  Election of Directors need not be
by written ballot, unless required by Article I of these Bylaws.

       SECTION 4. Filling of  Vacancies.  Any and all  vacancies on the Board of
Directors,  including those created by increase in the number of Directors or by
removal  of  Directors,  shall be filled by  individuals  who are not  currently
serving as  Directors  of the  Corporation  and who are  elected by the Board of
Directors to serve the remainder of the vacant Director's term of office.

       SECTION 5.  Removal.  A Director of the  Corporation  may only be removed
during his or her term of office for cause, which means criminal conviction of a
felony, unsound mind, adjudication of bankruptcy, non-

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acceptance of office or conduct  prejudicial to the interest of the Corporation,
by the  affirmative  vote of a majority of the entire  Board of Directors of the
Corporation  (exclusive of the Director being  considered for removal) or by the
affirmative vote of not less than  sixty-seven  percent (67%) of the outstanding
voting stock of the Corporation. Stockholders shall not have the right to remove
Directors without such cause. Stockholders may only attempt to remove a Director
for  cause  after  service  of  specific  charges,   adequate  notice  and  full
opportunity to refute the charges.

       SECTION  6.  Place of  Meeting.  The Board of  Directors  may hold  their
meetings and have one or more offices, and keep the books of the Corporation, at
such place or places as they may from time to time determine by resolution or by
written  consent of all the  directors,  either  within or outside  the State of
Maryland. The Board of Directors may hold their meetings by conference telephone
or other similar  electronic  communications  equipment in  accordance  with the
provisions of Maryland Corporate Law.

       SECTION 7. Regular  Meetings.  The Board of Directors  shall hold regular
quarterly meetings on such dates as shall be fixed by the Board.  Following each
annual  stockholder's  meeting,  the Board of  Directors  shall  hold its annual
meeting of the Board to elect officers,  and transact other business.  Notice of
regular meetings shall not be required.

       SECTION 8. Special  Meetings.  Special meetings of the Board of Directors
for any  purpose  may be  called  at any time by the  Chairman  of the  Board of
Directors, the President, the Secretary, or by twenty-five (25%) percent or more
of the number of Directors then holding office.

                  Special  meetings of the Board of Directors shall be held upon
two days  notice by mail or four (4) hours  notice  delivered  personally  or by
telephone or telefax. If notice is by telephone or telefax, it shall be complete
when the person  calling  the meeting  believes in good faith that the  notified
person (or a person acting on behalf of or as agent for the notified person) has
heard and acknowledged the notice or received transmission of the facsimile.  If
the notice is by mail,  it shall be complete  when  deposited in the U.S.  Mail,
charges  prepaid and addressed to the notified  person at such person's  address
appearing on the  corporate  records or, if such address is not on these records
or is not  readily  ascertainable,  at the  place  where  the  regular  Board of
Directors meeting is held.

       SECTION 9.  Quorum.  A majority of the whole  number of  Directors  shall
constitute a quorum for the transaction of business at all meetings of the Board
of  Directors,  but, if at any meeting  less than a quorum  shall be present,  a
majority of those present may adjourn the meeting from time to time, and the act
of a majority of the Directors present at any meeting at which there is a quorum
shall  be  the  act  of the  Board  of  Directors,  except  as may be  otherwise
specifically  provided by law or by the Corporation's  Articles of Incorporation
or by these Bylaws.

       SECTION  10.   Compensation  of  Directors.   Directors  and  members  of
committees   shall  receive   neither   compensation   for  their  services  nor
reimbursement  for their expenses  unless these payments are fixed by resolution
of the Board of Directors.

       SECTION 11. Committees. The Board of Directors, by resolution passed by a
majority of the whole Board, may designate the following standing committees:


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                    (1)  An Investment Committee,  which shall have the power to
                         discount,  purchase  and sell  bills,  notes  and other
                         evidences of debt; and

                    (2)  An Audit  Committee  which  shall  consist  of at least
                         three  members of the Board of  Directors  none of whom
                         shall be officers or  employees of the  Corporation  or
                         any  subdivisions  of the  Corporation and each of whom
                         shall be independent of management of the  Corporation.
                         The duties of this committee  shall be to make suitable
                         examinations  every 12  months  of the  affairs  of the
                         Corporation.  The result of such  examination  shall be
                         reported, in writing, to the Board of Directors stating
                         whether  the   Corporation  is  in  sound  and  solvent
                         condition, whether adequate internal audit controls and
                         procedures are being  maintained,  and  recommending to
                         the Board of  Directors  such  changes in the manner of
                         doing business, etc., as shall be deemed advisable. The
                         Audit Committee,  upon its own authority,  may employ a
                         qualified firm of Certified Public  Accountants to make
                         a suitable examination and audit of the Corporation. If
                         such procedure is followed,  the one annual examination
                         and  audit  of  such  firm  of   accountants   and  the
                         presentation  of its  report to the Board of  Directors
                         will be deemed  sufficient  to comply with this section
                         of these Bylaws.

                  The Board of Directors, by resolution adopted by a majority of
the authorized  number of Directors,  also may designate one or more  additional
standing  committees,  including,  but not  limited to, an  Executive  Committee
consisting  of two or more  Directors who shall be appointed by, and hold office
at, the pleasure of the Board of Directors.  The Board of Directors may,  except
as hereinafter  limited,  delegate the Executive Committee any of the powers and
authorities of the Board of Directors.  Other additional standing committees may
include  the  Nominating  Committee,  consisting  of two or more  Directors  and
charged  with the  responsibility  of  recommending  to the  Board of  Directors
nominees to Board vacancies,  and the Compensation Committee,  consisting of two
or more Directors, neither of whom is also an officer of the Corporation,  whose
responsibility   it  is  to  establish  and  set  each  year  the   compensation
arrangements for senior management.

                  The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of Directors.

                  The Board of Directors  shall  designate one or more Directors
as alternate  members of any committee who may replace any absent members at any
meeting of the  committee.  Any such  committee,  to the extent  provided in the
resolution  of the Board of Directors  creating it, shall have the  authority of
the Board, except with respect to:

                    (1)  The  approval  of  any  action  for  which  stockholder
                         approval is also required,

                    (2)  The  filling  of  vacancies  on  the  Board  or in  any
                         committee,


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                    (3)  The fixing of compensation of the Directors for serving
                         on the Board or on any committee,

                    (4)  The  amendment  or repeal of bylaws or the  adoption of
                         new bylaws,

                    (5)  The amendment or repeal of any  resolution of the Board
                         which  by its  express  terms  is not so  amendable  or
                         repealable,

                    (6)  A distribution  to  stockholders  of the Corporation as
                         defined under Maryland  Corporate Law, except at a rate
                         or  in a  periodic  amount  or  within  a  price  range
                         determined by the Board, and permitted by law,

                    (7)  The  appointment of members of other  committees of the
                         Board,

                    (8)  The  authorization or approval of the  reacquisition of
                         Corporation stock (unless pursuant to a general formula
                         or  method  specified  by the  Board of  Directors  and
                         permitted by law), and

                    (9)  The  authorization  or approval of the issuance or sale
                         or contract for sale of Corporation stock.

                  The Board of  Directors  shall  designate a chairman  for each
committee who shall have the sole power to call any committee meeting other than
a meeting  set by the Board.  Except as  otherwise  established  by the Board of
Directors, the provisions of this entire Article II shall apply to committees of
the Board and action by such committees, mutatis mutandis.

                                   ARTICLE III
                                    Officers

       SECTION  1.  Officers.  The  officers  of  the  Corporation  shall  be  a
President, a Secretary,  and a Chief Financial Officer. The Corporation also may
have, at the  discretion of the Board of Directors,  a Chairman of the Board and
Vice-Chairman  of the  Board  (both of whom  shall be  chosen  from the Board of
Directors), one or more Vice Presidents, one or more Trust Officers, one or more
Assistant Secretaries,  one or more Assistant Treasurers, and any other officers
who may be  appointed  under  Section  3 of this  Article  III.  Any two or more
offices,  except those of President and Vice President,  may be held by the same
person.

                  Any officer of the  Corporation  may be excluded by resolution
of the Board of Directors or by a provision of these Bylaws from  participation,
other than in the capacity of a Director,  in major  policy-making  functions of
the Corporation.

                  The  Corporation  shall  provide a fidelity bond in the amount
required by law to cover each  Director and officer of the  Corporation  who has
control over or access to cash or securities of the Corporation.

       SECTION 2.  Election.  The  officers  of the  Corporation,  except  those
appointed  under Section 3 of this Article III, shall be chosen  annually by the
Board of  Directors,  and each  shall  hold  his or her  office  until he or she
resigns  or is  removed  or  otherwise  disqualified  to  serve,  or  his or her
successor is elected and qualified.

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       SECTION 3. Subordinate Officers.  The Board of Directors may appoint, and
may authorize the President to appoint,  any other officers that the Business of
the Corporation may require, each of whom shall hold office for the period, have
the authority,  and perform the duties specified in a resolution of the Board of
Directors.

       SECTION 4.  Removal and  Resignation.  Any officer may be removed with or
without cause either by the Board at any regular or special  Directors'  meeting
or, except for an officer  chosen by the Board,  by an officer on whom the power
of removal may be conferred by the Board.

                  An officer may resign at any time by giving  written notice to
the Board of Directors,  the President or the Secretary of the  Corporation.  An
officer's resignation shall take effect when it is received or at any later time
specified in the resignation.  Unless the resignation  specifies otherwise,  its
acceptance by the Corporation shall not be necessary to make it effective.

       SECTION  5.  Vacancies.  A  vacancy  in  any  office  because  of  death,
resignation,  removal,  disqualification,  or any other cause shall be filled in
the manner prescribed in these Bylaws for regular appointments to the office.

       SECTION  6.  Chairman  and  Vice  Chairman  of the  Board.  The  Board of
Directors may at its discretion  elect a Chairman of the Board who shall preside
at all meetings of the Board of Directors and at all  stockholders'  meetings at
which the  Chairman  is present  and who shall  exercise  and  perform any other
powers and duties  assigned to the Chairman by the Board or  prescribed by these
Bylaws.  Except  where by law the  signature of the  President is required,  the
Chairman shall possess the same power as the President to sign all certificates,
contracts and other  instruments of the  Corporation  which may be authorized by
the Board of  Directors.  The Chairman of the Board shall be ex officio a member
of all committees.

                  The  Board of  Directors  in its  discretion  may elect a Vice
Chairman of the Board, who in the absence of the Chairman,  shall preside at all
meetings of the Board of Directors and stockholders.

       SECTION 7. President. Subject to any supervisory powers that may be given
by the Board of  Directors  or these  Bylaws to the  Chairman of the Board,  the
President shall be the Corporation's chief executive officer and, subject to the
control of the Board of Directors,  shall have general  supervision,  direction,
and control over the  Corporation's  business and officers.  The President shall
preside as chairman at all stockholders'  meetings and at all Directors meetings
not presided over by the Chairman or Vice  Chairman of the Board.  The President
shall be ex officio a member of all the  standing  committees,  except the Audit
Committee  and the  Compensation  Committee,  shall have the general  powers and
duties of management  usually vested in presidents of  Corporations;  shall have
any other  powers and duties that are  prescribed  by the Board of  Directors or
these Bylaws; and shall be primarily responsible for carrying out all orders and
resolutions of the Board of Directors.

       SECTION 8. Vice  President.  If the  President  is absent or is unable or
refuses to act, the Vice Presidents in order of their rank as fixed by the Board
of Directors or, if not ranked,  the Vice  President  designated by the Board of
Directors,  shall perform all duties of the President,  and when so acting shall
have all of the  powers  of,  and be  subject  to all the  restrictions  on, the
President. Each Vice President shall have any other powers and perform any other
duties that are  prescribed for said Vice President by the Board of Directors or
these Bylaws.

       SECTION 9. Secretary. The Secretary shall keep or cause to be kept and be
available  at the  principal  office  and any  other  place  that  the  Board of
Directors specifies, a book of minutes of all Directors' and

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stockholders'  meetings.  The minutes of each  meeting  shall state the time and
place that it was held; whether it was regular or special; if a special meeting,
how it was  authorized;  the  notice  given;  the  names  of  those  present  or
represented at stockholders'  meetings;  and the proceedings of the meetings.  A
similar minute book shall be kept for each committee of the Board.

                  The  Secretary  shall  keep,  or  cause  to be  kept,  at  the
principal office or at the office of the  Corporation's  transfer agent, a share
register,  or duplicate  share  register,  showing the  stockholders'  names and
addresses, the number and classes of shares held by each, the number and date of
each  certificate   issued  for  these  shares,  and  the  number  and  date  of
cancellation of each certificate surrendered for cancellation.

                  The  Secretary  shall give or cause to be given  notice of all
Directors' and stockholders' meetings required to be given under these Bylaws or
by law, shall keep the corporate seal in safe custody,  and shall have any other
powers  and  perform  any  other  duties  that are  prescribed  by the  Board of
Directors or these Bylaws.

                  The Secretary  shall be deemed not to be an executive  officer
of the Corporation and the Secretary shall be excluded from participation, other
than in the capacity of Director if the  Secretary is also a Director,  in major
policy-making functions of the Corporation.

       SECTION 10. Chief Financial Officer. The Chief Financial Officer shall be
the Corporation's Treasurer and shall keep and maintain, or cause to be kept and
maintained,  adequate and correct accounts of the  Corporation's  properties and
business transactions,  including accounts of its assets, liabilities, receipts,
disbursements,  gains, losses, capital,  retained earnings and shares. The books
of  account  at all  reasonable  times  shall be  opened  to  inspection  by any
Director.

                  The Chief Financial  Officer shall deposit all money and other
valuables in the name and to the credit of the Corporation with the depositories
designated by the Board of Directors. The Chief Financial Officer shall disburse
the Corporation's funds as ordered by the Board of Directors and shall render to
the  President  and  Directors,  whenever they request it, an account of all the
transactions  as Chief  Financial  Officer  and of the  Corporation's  financial
condition; and shall have any other powers and perform any other duties that are
prescribed by the Board of Directors or these Bylaws.


                                   ARTICLE IV
                                  Capital Stock

       SECTION 1. Issue of Certificates of Stock. The certificates for shares of
the stock of the  Corporation  shall be of such form not  inconsistent  with the
Certificate of  Incorporation,  or its  amendments,  as shall be approved by the
Board of Directors.  All certificates shall be signed by the President or by the
Vice-President and counter-signed by the Secretary or by an Assistant Secretary,
and sealed with the seal of the Corporation.  All certificates for each class of
stock shall be consecutively  numbered. The name of the person owning the shares
issued  and the  address of the  holder  shall be  entered in the  Corporation's
books.  All  certificates  surrendered to the  Corporation for transfer shall be
canceled and no new certificates representing the same number of shares shall be
issued  until the former  certificate  or  certificates  for the same  number of
shares shall have been so  surrendered,  and canceled,  unless a certificate  of
stock is lost or destroyed,  in which event the Board of Directors may authorize
the issuance of a new certificate replacing the old one on any terms and

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conditions,  including  a  reasonable  arrangement  for  indemnification  of the
Corporation, that the Board may specify.

       SECTION  2.  Transfer  of  Shares.  Shares  of the  capital  stock of the
Corporation  shall be  transferred on the books of the  Corporation  only by the
holder  thereof  in  person  or by  his  or  her  attorney  upon  surrender  and
cancellation  of  certificates  for a like  number  of  shares  as  hereinbefore
provided.

       SECTION 3. Registered Stockholders.  The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and  accordingly  shall not be bound to recognize any equitable or other
claim to or interest in such share in the name of any other  person,  whether or
not it shall have express or other notice thereof, save as expressly provided by
the Laws of Maryland.

       SECTION 4. Closing  Transfer  Books.  The Board of Directors  may fix the
period,  not  exceeding  twenty  (20) days,  during  which time the books of the
Corporation shall be closed against transfers of stock, or in lieu thereof,  the
Board of  Directors  may fix a date not less  than ten (10)  days nor more  than
ninety  (90) days  preceding  the date of any  meeting  of  stockholders  or any
dividend payment date or any date for the allotment of rights,  as a record date
for the  determination of the stockholders  entitled to notice of and to vote at
such meeting or to receive such dividends or rights. Only stockholders of record
on such date shall be  entitled  to notice of and to vote at such  meeting or to
receive such dividends or rights.


                                    ARTICLE V
                             Bank Accounts and Loans

       SECTION  1.  Bank  Accounts.   Officers  or  agents  of  the  Corporation
designated  by the Board of  Directors  shall  have  authority  to  deposit  and
withdraw funds of the  Corporation in financial  institutions  designated by the
Board  of  Directors.  Each  financial  institution  with  which  funds  of  the
Corporation  are so  deposited is  authorized  to accept,  honor,  cash and pay,
without limit as to amount,  all checks,  drafts or other  instruments or orders
for the  payment of money,  when  drawn,  made or signed by  officers  or agents
designated by the Board of Directors  until written  notice of the revocation of
the  authority of such  officers or agents by the Board of Directors  shall have
been received by such financial  institutions.  The signatures of these officers
or agents shall be certified to the financial institutions in which the funds of
the Corporation  are deposited.  If no such officers or agents are designated by
the Board of  Directors,  all of such checks,  drafts and other  instruments  or
orders  for the  payment  of money  shall be signed by the  President  or a Vice
President  and  countersigned  by the  Secretary  or  Treasurer  or an Assistant
Secretary or an Assistant Treasurer of the Corporation.

       SECTION 2. Loans. Officers or agents of the Corporation designated by the
Board of Directors shall have authority to effect loans, advances or other forms
of credit for the Corporation  from such financial  institutions,  corporations,
firms or persons as the Board of Directors shall designate.  As security for the
repayment of such loans,  advances,  or other forms of credit, these officers or
agents may be authorized by the Board of Directors to assign, transfer, endorse,
and deliver, either originally or in addition or substitution, any or all stock,
bonds, rights, and interests of any kind in or to stocks or bonds,  certificates
of such rights or interests, deposits, accounts, documents covering merchandise,
bills and accounts  receivable and other  commercial paper and evidences or debt
at any time held by the Corporation.  These officers or agents may be authorized
by the Board of Directors to execute and deliver one or more notes,  acceptances
or  written  obligations  of the  Corporation  on  such  terms,  and  with  such
provisions as to the security or sale or disposition thereof as

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such officers or agents shall deem proper.  These officers or agents also may be
authorized by the Board of Directors to sell,  discount or rediscount  with such
financial  institutions,  corporations,  firms or persons any and all commercial
paper, bills receivable, acceptances and other instruments and evidences of debt
at any time held by the  Corporation,  and to endorse,  transfer and deliver the
same.  The  signatures  of these  officers and agents shall be certified to each
such financial  institution,  corporation,  firm or person.  Each such financial
institution,  corporation,  firm or  person  is  authorized  to rely  upon  such
certification  until written  notice of the revocation by the Board of Directors
of the authority of such officers or agents shall be delivered to such financial
institution, corporation, firm or person.

                                   ARTICLE VI
                            Miscellaneous Provisions

       SECTION 1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January of each year.

       SECTION 2.  Notices.  Whenever,  under the  provisions  of these  Bylaws,
notice is required to be given to any Director,  officer or stockholder,  unless
otherwise  provided in these  Bylaws,  such notice  shall be deemed  given if in
writing, and personally delivered,  or sent by telefax, or telegram, or by mail,
by  depositing  the same in a post office or letter  box,  in a postpaid  sealed
wrapper, addressed to each stockholder, officer or Director, as the case may be,
at such  address  as appears on the books of the  Corporation,  and such  notice
shall be  deemed  to have  been  given  at the  time  the same is so  personally
delivered,  telefaxed,  telegraphed or so mailed.  Any stockholder,  director or
officer may waive any notice required to be given under these Bylaws.

       SECTION 3. Voting Upon Stocks.  Unless otherwise  ordered by the Board of
Directors,  the President and the Vice President,  or either of them, shall have
full power and authority on behalf of the  Corporation to attend and to vote and
to grant proxies to be used at any meetings of  stockholders  of any corporation
in which the Corporation may hold stock.

                                   ARTICLE VII
                               Amendment of Bylaws

       Upon affirmative vote of the holders of not less than sixty-seven percent
(67%) of the outstanding  stock of the Corporation,  the stockholders may amend,
alter or repeal these Bylaws. Subject to the right of the stockholders under the
preceding sentence,  Bylaws other than a Bylaw fixing or changing the authorized
number  of  Directors  may be  adopted,  amended,  or  repealed  by the Board of
Directors. However, if the Articles of Incorporation,  or a Bylaw adopted by the
stockholders,  provide for an indefinite  number of Directors  within  specified
limits, the Directors may by resolution fix the exact number of Directors within
those limits.

                                  ARTICLE VIII
                                 Indemnification

       SECTION 1.  Definitions.  As used in this Article VIII, any word or words
that are defined in Section 2-418 of the Corporations  and Associations  Article
of the Annotated Code of Maryland (the  "Indemnification  Section"),  as amended
from  time  to  time,   shall  have  the  same   meaning  as   provided  in  the
Indemnification Section.


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       SECTION 2.  Indemnification  of Directors and Officers.  The  Corporation
shall indemnify and advance expenses to a Director or officer of the Corporation
in  connection  with a  proceeding  to the fullest  extent  permitted  by and in
accordance with the Indemnification Section and federal law.

       SECTION 3. Indemnification of Other Agents and Employees. With respect to
an employee or agent,  other than a Director or officer of the Corporation,  the
Corporation  may,  as  determined  by and  in the  discretion  of the  Board  of
Directors of the  Corporation,  indemnify and advance expenses to such employees
or agents in  connection  with a  proceeding  to the extent  permitted by and in
accordance with the Indemnification Section and federal law.



                                  END OF BYLAWS





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