EXHIBIT 3.1

                          MASON-DIXON BANCSHARES, INC.

                              ARTICLES OF AMENDMENT


         Mason-Dixon    Bancshares,    Inc.,   a   Maryland   corporation   (the
"Corporation"),  hereby  certifies to the State  Department of  Assessments  and
Taxation of Maryland that:

         FIRST:  The Articles of  Incorporation  of the  Corporation  are hereby
amended as follows:

                  (a)   Article 4 is amended in its entirety to read as follows:

                        4. Shares  Authorized.  The  total  number  of shares of
                  stock  which  the   Corporation  has  authority  to  issue  is
                  20,000,000  shares of common stock, each of which shall have a
                  par value of $1.00 per share,  for an  aggregate  par value of
                  $20,000,000.

                  (b)  Article 9 is  amended  by  deleting  the third  paragraph
thereof in its entirety.

                  (c) Article 13 is amended by deleting it in its entirety.

                  (d) Article 14 is amended in its entirety to read as follows:

                        14.  Director  Liability.  No Director or officer of the
                  Corporation  shall  be  liable  to the  Corporation  or to its
                  stockholders  for money damages  except (i) to the extent that
                  it is proved that such Director or officer  actually  received
                  an improper benefit or profit in money,  property or services,
                  for the amount of the benefit or profit in money,  property or
                  services  actually  received,  or  (ii) to the  extent  that a
                  judgment or other final adjudication  adverse to such Director
                  or officer is  entered in a  proceeding  based on a finding in
                  the proceeding  that such Director's or officer's  action,  or
                  failure  to act,  was the  result  of  active  and  deliberate
                  dishonesty and was material to the cause of action adjudicated
                  in  the   proceeding.   No   amendment   of  the  Articles  of
                  Incorporation  or repeal of any of its provisions  shall limit
                  or eliminate  the benefits  provided to directors and officers
                  under this provision with respect to any act or omission which
                  occurred prior to such amendment.

         SECOND:  (a) The Board of  Directors of the  Corporation,  by unanimous
written  consent dated February 11, 1998 and at a special  meeting held on March
11, 1998, adopted  resolutions in which the foregoing  Amendment of the Articles
of Incorporation,  were set forth,  declaring that said Amendment was advisable,
and directing that it be submitted to the  stockholders  of the  Corporation for
their consideration.



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                  (b) The stockholders of the Corporation approved the Amendment
of the Articles of the Corporation as hereinabove set forth at an annual Meeting
of the stockholders held on April 18, 1998.

         THIRD:  The Amendment of the Articles of  Incorporation  as hereinabove
set forth has been duly  advised by the Board of  Directors  and approved by the
stockholders of the Corporation.

         FOURTH:  (a) The total  number of shares of all classes of stock of the
Corporation heretofore authorized, and the number and par value of the shares of
each class are as follows:

                  Ten Million  (10,000,000)  shares of common stock,  of the par
                  value of $1.00 per  share,  having an  aggregate  par value of
                  $10,000,000.

                  (b) The total  number of shares of all classes of stock of the
Corporation  as  increased,  and the  number and par value of the shares of each
class, are as follows:

                  Twenty Million (20,000,000) shares of common stock, of the par
                  value of $1.00 per  share,  having an  aggregate  par value of
                  $20,000,000.

                  (c) The  preferences,  conversion  and  other  rights,  voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions  of  redemption  of  each  class  of  authorized  capital  stock,  as
increased, are not changed by the foregoing Articles of Amendment.


         IN WITNESS  WHEREOF,  Mason-Dixon  Bancshares,  Inc.  has caused  these
Articles  of  Amendment  to be signed  and  acknowledged  in its name and on its
behalf by its  President and witnessed and attested by its Secretary on this 6th
day of  May,  1998,  and  they  acknowledged  the  same  to be the  act of  said
Corporation,  and that to the best of their  knowledge,  information and belief,
all matters and facts stated  herein are true in all material  respects and that
this statement is made under the penalties of perjury.

ATTEST:                                      MASON-DIXON BANCSHARES, INC.



/s/ Vivan A. Davis                           By: /s/ Thomas K. Ferguson   (SEAL)
--------------------------                       -------------------------------
Vivian A. Davis, Secretary                      Thomas K. Ferguson, President

C73397.636


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