Exhibit (3i)

                           ARTICLES OF INCORPORATION
                                       OF
                            MONOCACY BANCSHARES, INC



         FIRST:  THE  UNDERSIGNED,  Carroll D. Myers,  whose address is 222 East
Baltimore Street,  Taneytown,  Carroll County, Maryland 21787, being at least 18
years of age, acting as incorporator,  does hereby form a corporation  under the
General Laws of the State of Maryland.

         SECOND: The name of the Corporation (which is  hereinafter  called  the
("Corporation") is:

                           MONOCACY BANCSHARES, INC.

         THIRD:            (a)      The purposes for which, and  any  of  which,
                                    the Corporation is formed and  the  business
                                    and objects to be carried on and promoted by
                                    it are:

                           (1)      To act as a bank holding company.

                           (2)      To  acquire  by  purchase,  subscription  or
                                    otherwise,   and  to  receive,   hold,  own,
                                    guarantee, sell, assign, exchange, transfer,
                                    mortgage,  pledge or otherwise dispose of or
                                    deal in and with any and all securities,  as
                                    such term is hereinafter defined,  issued or
                                    created    by   any    corporation,    firm,
                                    organization,  association  or other entity,
                                    public or private,  whether formed under the
                                    laws of the  United  States of America or of
                                    any  state,   commonwealth,   dependency  or
                                    possession   thereof,   or  of  any  foreign
                                    country or of any political  subdivision  or
                                    territory  thereof,  or issued or created by
                                    the United States of America or any state of
                                    commonwealth thereof or any foreign country,
                                    or by  any  agency,  subdivision,  territory
                                    dependency,  possession or  municipality  of
                                    any of the  foregoing,  and as owner thereof
                                    to  possess  and  exercise  all the  rights,
                                    powers   and    privileges   of   ownership,
                                    including the right to execute  consents and
                                    vote thereon, and to do any and all acts and
                                    things   necessary  or  advisable   for  the
                                    preservation,  protection,  improvement  and
                                    enhancement in value thereof.

                           (3)      To engage in any one or more  businesses  or
                                    transactions,  or  to  acquire  all  or  any
                                    portion of any entity  engaged in any one or
                                    more  businesses or  transactions  which the
                                    Board of  Directors  may  from  time to time
                                    authorize or approve, whether or not related
                                    to the business described  elsewhere in this
                                    Article or to any other business at the time
                                    or    theretofore    engaged   in   by   the
                                    Corporation.

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                                                                    Exhibit (3i)

                           (b)      The   foregoing   enumerated   purposes  and
                                    objects  shall  be  in  no  way  limited  or
                                    restricted  by  reference  to,  or inference
                                    from, the terms of any other clause of  this
                                    or any other Article of the  Charter  of the
                                    Corporation, and each shall be  regarded  as
                                    independent; and they are intended to be and
                                    shall  be  construed  as  powers  as well as
                                    purposes and objects of the Corporation  and
                                    shall   be   in   addition  to  and  not  in
                                    limitation  of   the   general   powers   of
                                    corporations under the General Laws  of  the
                                    State of Maryland.

                           (c)      The  term  "securities"  as  used  in   this
                                    Article  shall  mean  any  and   all  notes,
                                    stocks, treasury stocks, bonds,  debentures,
                                    evidences of indebtedness,  certificates  of
                                    interest  or  participation  in  any  profit
                                    sharing    agreement,    collateral    trust
                                    certificates,  preorganization  certificates
                                    or   subscriptions,   transferable   shares,
                                    investment    contracts,    voting     trust
                                    certificates, certificates of deposit for  a
                                    security, fractional undivided interests  in
                                    oil, gas, or other mineral  rights,  or,  in
                                    general,   any  interests   or   instruments
                                    commonly known as "securities", or  any  and
                                    all    certificates     of    interest    or
                                    participation  in,  temporary   or   interim
                                    certificates for, receipts  for,  guaranties
                                    of, or warrants or rights to subscribe to or
                                    purchase, any of the foregoing.

         FOURTH:  The address of the principal office of the Corporation in this
                  State is 222 East Baltimore Street, Taneytown, Carroll County,
                  Maryland  21787.

         FIFTH:   The name and address of the resident agent of the  Corporation
                  in this State is David M. Abramson, c/o Levan, Schimel, Belman
                  and Abramson,  P.A.,  Suite 400,  Woodmere I, 9881 Broken Land
                  Parkway,  Columbia,  Maryland 21046.  Said resident agent is a
                  citizen of the State of Maryland who resides there.

         SIXTH:   The total  number of shares of stock of all classes  which the
                  Corporation has authority to issue is four million (4,000,000)
                  shares of Common  Stock,  par value Five  Dollars  ($5.00) per
                  share,  amounting  in  aggregate  par value to Twenty  Million
                  Dollars ($20,000,000).

         SEVENTH:          (a)      The  number  of directors of the Corporation
                                    shall  be  ten (10),  which  number  may  be
                                    increased  or  decreased  pursuant  to   the
                                    By-Laws of the Corporation, but  shall never
                                    be less than the minimum number permitted by
                                    the General Laws of the  State  of  Maryland
                                    now or hereafter in force.

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                                                                    Exhibit (3i)

                           (b)      Newly created directorships  resulting  from
                                    any increase in  the  authorized  number  of
                                    directors  or  any vacancies on the Board of
                                    Directors resulting from death, resignation,
                                    retirement, disqualification,  removal  from
                                    office, or other cause shall be filled by  a
                                    majority vote of  the  stockholders  or  the
                                    directors  then  in  office.  A  director so
                                    chosen by the stockholders shall hold office
                                    for the balance of the term then  remaining.
                                    A  director  so   chosen  by  the  remaining
                                    directors shall hold  office  until the next
                                    annual meeting  of  stockholders,  at  which
                                    time the stockholders shall elect a director
                                    to hold  office  for the balance of the term
                                    then remaining.  No  decrease  in the number
                                    of  directors   constituting  the  Board  of
                                    Directors shall affect  the tenure of office
                                    of any director.

                           (c)      Any   director,   or  the  entire  Board  of
                                    Directors, may be removed from office at any
                                    time,  but only for  cause  and then only by
                                    the  affirmative  vote of the  holders of at
                                    least  seventy  five  percent  (75%)  of the
                                    aggregate  number  of votes  entitled  to be
                                    cast in the election for directors.

                           (d)      The  following  persons   shall   serve   as
                                    directors until the 1994 annual  meeting  of
                                    stockholders:

                                              1.     Carroll D. Myers
                                              2.     David M. Abramson
                                              3.     Glenn E. Eaves
                                              4.     Jacob M. Yingling

                                    The   following   persons   shall  serve  as
                                    directors  until the 1995 annual  meeting of
                                    stockholders:

                                              5.     George B. Crouse
                                              6.     E. Wayne Baumgardner
                                              7.     George A. Fream

                                    The   following   persons   shall  serve  as
                                    directors  until the 1996 annual  meeting of
                                    stockholders:

                                              8.     Harry B. Dougherty
                                              9.     Donald R. Hull
                                             10.     Eric E. Glass

                  At each  annual  meeting of  stockholders  beginning  in 1994,
                  successors  to the class of  directors  whose term  expires at
                  that  annual  meeting  shall  be  elected  for a term of three
                  years.


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                                                                    Exhibit (3i)



         EIGHTH:           (a)      The following provisions are hereby  adopted
                                    for the purpose of defining,  limiting,  and
                                    regulating the powers of the Corporation and
                                    of the directors and stockholders:

                           (1)      The Board of Directors  is hereby  empowered
                                    to authorize  the issuance from time to time
                                    of shares of its stock to any class, whether
                                    now or hereafter  authorized,  or securities
                                    convertible  into shares of its stock of any
                                    class or classes,  whether now or  hereafter
                                    authorized, for such consideration as may be
                                    deemed  advisable  by the Board of Directors
                                    and without any action by the stockholders.

                           (2)      No   holder   of  any  stock  or  any  other
                                    securities of the  Corporation,  whether now
                                    or  hereafter  authorized,  shall  have  any
                                    preemptive   right  to   subscribe   for  or
                                    purchase  any stock or any other  securities
                                    of the Corporation  other than such, if any,
                                    as the  Board  of  Directors,  in  its  sole
                                    discretion,  may determine and at such price
                                    or prices and upon such  other  terms as the
                                    Board of Directors,  in its sole discretion,
                                    may fix;  and any stock or other  securities
                                    which the Board of Directors  may  determine
                                    to offer for subscription  may, as the Board
                                    of  Directors in its sold  discretion  shall
                                    determine,  be offered to the holders of any
                                    class,  series  or type of  stock  or  other
                                    securities  at the time  outstanding  to the
                                    exclusion of the holders of any or all other
                                    classes,  series  or types of stock or other
                                    securities at the time outstanding.

                           (3)      The Board of Directors shall have power from
                                    time to time and in its sole  discretion  to
                                    determine   in    accordance    with   sound
                                    accounting practice, what constitutes annual
                                    or other net profits, earnings,  surplus, or
                                    net assets in excess of capital;  to fix and
                                    vary  from  time to time  the  amount  to be
                                    reserved as working capital, or to determine
                                    that  retained  earnings  or  surplus  shall
                                    remain in the hands of the  Corporation;  to
                                    set   apart   out  of  any   funds   of  the
                                    Corporation such reserve or reserves in such
                                    amount  or  amounts   and  for  such  proper
                                    purpose or  purposes  as it shall  determine
                                    and to abolish any such  reserve or any part
                                    thereof; to distribute and pay distributions
                                    or  dividends   in  stock,   cash  or  other
                                    securities  or  property,  out of surplus or
                                    any other funds or amounts legally available
                                    therefor,   at   such   times   and  to  the
                                    stockholders  of record on such  dates as it
                                    may,  from time to time,  determine;  and to
                                    determine  whether and to what extent and at
                                    what   times  and   places  and  under  what
                                    conditions and regulations

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                                                                    Exhibit (3i)

                                    the books,  accounts  and  documents  of the
                                    Corporation,  or any of them,  shall be open
                                    to the inspection of stockholders, except as
                                    otherwise  provided  by  statute  or by  the
                                    By-Laws,  and,  except  as so  provided,  no
                                    stockholder  shall have any right to inspect
                                    any  book,   account  or   document  of  the
                                    Corporation  unless  authorized  to do so by
                                    resolution of the Board of Directors.

                           (4)      A contract or other transaction  between the
                                    Corporation  and  any  of its  directors  or
                                    between  the   Corporation   and  any  other
                                    corporation,  firm or other  entity in which
                                    any of its  directors is a director or has a
                                    material  financial  interest is not void or
                                    voidable  solely  because of any one or more
                                    of the following: the common directorship or
                                    interest;  the  presence of the  director at
                                    the meeting of the Board of Directors  which
                                    authorizes,   approves   or   ratifies   the
                                    contract or transaction;  or the counting of
                                    the   vote   of   the   director   for   the
                                    authorization,  approval or  ratification of
                                    the contract or transaction.  This paragraph
                                    (4) applies if:

                           (A)      the  fact  of  the  common  directorship  or
                                    interest is disclosed or known to: the Board
                                    of  Directors   and  the  Board  authorizes,
                                    approves  or  ratifies   the   contract   or
                                    transaction by  the  affirmative  vote  of a
                                    majority of disinterested directors, even if
                                    the disinterested directors constitute  less
                                    than a quorum; or the stockholders  entitled
                                    to  vote,  other  than  the  votes of shares
                                    owned  of  record  or  beneficially  by  the
                                    interested director or corporation, firm, or
                                    other   entity   authorizes,   approves   or
                                    ratifies by a majority of the votes case the
                                    contract or transaction; or

                           (B)      the  contract  or  transaction  is  fair and
                                    reasonable to the  Corporation.

                  Common or  interested  directors or the stock owned by them or
                  by an  interested  corporation,  firm,  or other entity may be
                  counted in  determining  the presence of a quorum at a meeting
                  of the Board of Directors or at a meeting of the stockholders,
                  as the case may be, at which the  contract or  transaction  is
                  authorized, approved or ratified. If a contract or transaction
                  is not  authorized,  approved  or  ratified in one of the ways
                  provided  for in clause  (A) of the  second  sentence  of this
                  Paragraph  (4),  the  person  asserting  the  validity  of the
                  contract or  transaction  bears the burden of proving that the
                  contract  or  transaction  was  fair  and  reasonable  to  the
                  Corporation  at  the  time  it  was  authorized,  approved  or
                  ratified. The procedures in this Paragraph (4) do not apply to
                  the   fixing  by  the  Board  of   Directors   of   reasonable
                  compensation  for a director,  whether as a director or in any
                  other capacity.

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                                                                    Exhibit (3i)

                  (5)      The Corporation shall indemnify (A) its directors and
                           officers,  whether  serving the Corporation or at its
                           request any other entity, to the full extent required
                           or  permitted  by the  General  Laws of the  State of
                           Maryland  now or hereafter  in force,  including  the
                           advance of expenses  under the  procedures  required,
                           and to the  full  extent  permitted,  by law  and (B)
                           other employees and agents to such extent as shall be
                           authorized   by  the  Board  of   Directors   of  the
                           Corporation's  by-laws and be  permitted  by law. The
                           foregoing  rights  of  indemnification  shall  not be
                           exclusive of any other rights to which those  seeking
                           indemnification   may  be  entitled.   The  Board  of
                           Directors  may take such  action as is  necessary  to
                           carry out  these  indemnification  provisions  and is
                           expressly empowered to adopt,  approve and amend form
                           time to time such By-Laws,  resolutions  or contracts
                           implementing   such   provisions   or  such   further
                           indemnification  arrangements  as may be permitted by
                           law. No amendment  of the Charter of the  Corporation
                           shall limit or eliminate the right to indemnification
                           provided  under this  Paragraph  (5) with  respect to
                           acts or omissions  occurring  prior to such amendment
                           or repeal.

                  (6)      To the fullest extent permitted by Maryland statutory
                           or  decisional  law,  as amended or  interpreted,  no
                           director  or  officer  of the  Corporation  shall  be
                           personally   liable   to  the   Corporation   or  its
                           stockholders  for monetary  damages.  No amendment of
                           the  Charter of the  Corporation  or repeal of any of
                           its provisions  shall limit or eliminate the benefits
                           provided  to   directors   or  officers   under  this
                           Paragraph  (6) with  respect  to any act or  omission
                           which occurred prior to such amendment or repeal.

                  (7)      The Board of Directors shall, in connection with  the
                           exercise  of  its  business  judgment  involving  any
                           actual or proposed transaction  which  would  or  may
                           involve  a  change  in  control  of  the  Corporation
                           (whether by purchases or shares of stock or any other
                           securities of the Corporation in the open market,  or
                           otherwise,  tender   offer,   merger   consolidation,
                           dissolution,   liquidation,   sale    of    all    or
                           substantially all of the assets of  the  Corporation,
                           proxy solicitation or otherwise), in determining what
                           is in the best interests of the Corporation  and  its
                           stockholders and in making any recommendation to  its
                           stockholders, give due consideration to  all relevant
                           factors,  including,  but  not  limited  to  (A)  the
                           economic effect, both immediate and  long-term,  upon
                           the     Corporation's     stockholders,     including
                           stockholders, if  any,  not  to  participate  in  the
                           transaction; (B) the social and  economic  effect  on
                           the employees, depositors and customers of, and other
                           dealing with, the Corporation  and  its  subsidiaries
                           and on the communities in which the  Corporation  and
                           its subsidiaries operate or are located; (C)  whether
                           the proposal is acceptable based  on  historical  and
                           current operating results or  financial  condition of
                           the Corporation; (D)

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                                                                    Exhibit (3i)

                           whether a more favorable  price could be obtained for
                           the  Corporations's  stock or other securities in the
                           future;  (E) the reputation and business practices of
                           the offeror and its management and affiliates as they
                           would affect the employees of the Corporation and its
                           subsidiaries;  (F) the  future  value of the stock or
                           any other securities of the Corporation;  and (G) any
                           antitrust or other legal and  regulatory  issues that
                           are raised by the proposal. If the Board of Directors
                           determines  that any actual or  proposed  transaction
                           which would or may involve a change in control of the
                           Corporation  should  be  rejected,  it may  take  any
                           lawful action to defeat such transaction,  including,
                           but  not  limited  to,  any or all of the  following:
                           advising  stockholders  not to accept  the  proposal;
                           instituting  litigation  against the party making the
                           proposal;  filing  complaints with  governmental  and
                           regulatory authorities; acquiring the stock or any of
                           the  securities  of  the   Corporation;   selling  or
                           otherwise  issuing  authorized  but  unissued  stock,
                           other   securities  or  treasury  stock  or  granting
                           options with respect thereto;  acquiring a company to
                           create an antitrust or other  regulatory  problem for
                           the party making the  proposal;  and obtaining a more
                           favorable offer from another individual or entity.

                  (8)      (A)      Nominations  for  the  election of directors
                                    and proposals for any  new  business  to  be
                                    taken up at any annual or special meeting of
                                    stockholders  may  be  made  by the Board of
                                    Directors  of  the  Corporation  or  by  any
                                    stockholder of the Corporation  entitled  to
                                    vote generally in the election of directors.
                                    In   order   for   a   stockholder   of  the
                                    Corporation to  make  any  such  nominations
                                    and/or  proposals,  he  or  she  shall  give
                                    notice  thereof  in  writing,  delivered  or
                                    mailed  by  first  class United States mail,
                                    postage prepaid, to  the  secretary  of  the
                                    Corporation not less than 30 days  nor  more
                                    than 60 days  prior  to  any  such  meeting;
                                    provided, however, that if less than 31 days
                                    notice  of   the   meeting   is   given   to
                                    stockholders,  such  written notice shall be
                                    delivered or mailed, as  prescribed,  to the
                                    secretary of the Corporation not later  than
                                    the close of the tenth day following the day
                                    on which notice of the meeting was mailed to
                                    stockholders. Each such notice  given  by  a
                                    stockholder with respect to  nominations for
                                    the  election  of  directors shall set forth
                                    (i) the  name, age, business address and, if
                                    known,  residence  address  of  each nominee
                                    proposed in such notice, (ii) the  principal
                                    occupation   or   employment  of  each  such
                                    nominee, (iii) the number of shares of stock
                                    of the Corporation  which  are  beneficially
                                    owned by each such nominee, (iv) such

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                                                                    Exhibit (3i)

                                    other information as would be required to be
                                    included  in a  proxy  statement  soliciting
                                    proxies  for the  election  of the  proposed
                                    nominee  pursuant to  Regulation  14A of the
                                    Securities Exchange Act of 1934, as amended,
                                    including, without limitation, such person's
                                    written  consent to being named in the proxy
                                    statement  as a nominee  and to serving as a
                                    director,  if  elected,  and  (v)  as to the
                                    stockholders  giving such  notice,  his name
                                    and   address   as   they   appear   on  the
                                    Corporation's books and the class and number
                                    of  shares  of  the  Corporation  which  are
                                    beneficially  owned by such stockholder.  In
                                    addition,   the   stockholder   making  such
                                    nomination  shall promptly provide any other
                                    information   reasonably  requested  by  the
                                    Corporation.

                           (B)      Each  such  notice given by a stockholder to
                                    the   secretary  with  respect  to  business
                                    proposals  to  bring  before a meeting shall
                                    set forth in writing as  to each matter: (i)
                                    a brief description of the  business desired
                                    to be brought before  the  meeting  and  the
                                    reasons for conducting  such business at the
                                    meeting; (ii) the name and  address  as they
                                    appear on the Corporation's  books,  of  the
                                    stockholder proposing  such  business; (iii)
                                    the  class  and  number  of  shares  of  the
                                    Corporation which are beneficially owned  by
                                    the  stockholder;  and  (iv)  any   material
                                    interest   of   the   stockholder   in  such
                                    business.  Notwithstanding anything in  this
                                    charter to the contrary, no  business  shall
                                    be  conducted  at  the  meeting   except  in
                                    accordance with the  procedures set forth in
                                    this Paragraph (8).

                           (C)      The  chairman  of  the  annual  or   special
                                    meeting of stockholders may,  if  the  facts
                                    warrant,  determine  and  declare  to   such
                                    meeting that a nomination  or  proposal  was
                                    not  made  in  accordance with the foregoing
                                    procedure, and,  if  he should so determine,
                                    he shall so declare to the  meeting  and the
                                    defective  nomination  or  proposal shall be
                                    disregarded  and laid over for action at the
                                    next succeeding adjourned, special or annual
                                    meeting of the  stockholders taking place 30
                                    days or  more  thereafter.   This  provision
                                    shall  not  require  the  holding   of   any
                                    adjourned or special meeting of stockholders
                                    for  the   purpose   of   considering   such
                                    defective nomination or proposal.

                           9.       No  merger,  consolidation,  liquidation  or
                                    dissolution  of  the  Corporation,  nor  any
                                    action  that  would  result  in the  sale or
                                    other  disposition  of all or  substantially
                                    all of the assets of the  Corporation  shall
                                    be  valid  unless  first   approved  by  the
                                    affirmative vote of:

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                                                                    Exhibit (3i)

                                    (A)     the  holders  of  at  least   eighty
                                            percent  (80%)  of  the  outstanding
                                            shares  of  Common  Stock   of   the
                                            Corporation; or

                                    (B)     the  holders  of at least  sixty-six
                                            and two-thirds  percent (66 2/3%) of
                                            the  outstanding  shares  of  Common
                                            Stock of the  Corporation,  provided
                                            that such  transaction  has received
                                            the  prior   approval  of  at  least
                                            eighty  percent  (80%) of all of the
                                            members of the Board of Directors.

                           10.      In  furtherance and not in limitation of the
                                    powers  conferred  by  statute, the Board of
                                    Directors of the  Corporation  is  expressly
                                    authorized to make, repeal, alter, amend and
                                    rescind  the  By-Laws  of  the  Corporation.
                                    Notwithstanding  any other provision of this
                                    Charter  or  the  By-Laws of the Corporation
                                    (and  notwithstanding  the  fact  that  some
                                    lesser  percentage may be specified by law),
                                    the  By-Laws  shall  not  be made, repealed,
                                    altered,  amended  or   rescinded   by   the
                                    stockholders  of  the  Corporation except by
                                    the  vote  of  the  holders of not less than
                                    seventy-five   percent    (75%)    of    the
                                    outstanding shares of capital stock  of  the
                                    Corporation entitled to  vote  generally  in
                                    the  election  of  directors (considered for
                                    this purpose as one class cast at  a meeting
                                    of the stockholders called for that purpose;
                                    provided  that  notice  of   such   proposed
                                    adoption, repeal, alteration,  amendment  or
                                    rescission is included in the notice of such
                                    meeting), or, as set  forth  above,  by  the
                                    Board of Directors.

                           11.      The  Board  of  Directors reserves the right
                                    from time to time  to make any amendments of
                                    the Charter which may now  or  hereafter  be
                                    authorized by law, including any  amendments
                                    changing the  terms  or  contract rights, as
                                    expressly  set  forth in the Charter, of any
                                    of its outstanding stock by  classification,
                                    reclassification or otherwise,  but  no such
                                    amendment   which   changes  such  terms  or
                                    contract rights of any  of  its  outstanding
                                    stock shall be valid unless  such  amendment
                                    shall have been authorized by  not less than
                                    a majority of  the  aggregate  number of the
                                    votes entitled to be cast thereon, by a vote
                                    at a meeting or in writing with or without a
                                    meeting;   provided,   however,   that   any
                                    amendment to, repeal of or adoption  of  any
                                    provision inconsistent with Article  SEVENTH
                                    or Paragraph (5), (6), (7), (8),  (9),  (10)
                                    or (11) or Article  EIGHTH  (a)  shall  have
                                    been   authorized    by    not   less   than
                                    seventy-five percent (75%) of  the aggregate
                                    votes   entitled   to   be   cast    thereon
                                    (considered for this  purpose  as  a  single
                                    class), by vote at  a  meeting or in writing
                                    with or without a meeting.

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<PAGE>


                                                                    Exhibit (3i)

                           (b)      The enumeration and definition of particular
                                    powers of the Board of Directors included in
                                    the foregoing  shall in no way be limited or
                                    restricted by reference to or inference from
                                    the terms of any other clause of this or any
                                    other  Article  of  the   Charter   of   the
                                    Corporation, or construed  as  or deemed  by
                                    inference  or  otherwise  in  any  manner to
                                    exclude or limit any powers  conferred  upon
                                    the  Board  of  Directors  under the General
                                    Laws  of   the  State  of  Maryland  now  or
                                    hereafter in force.

                  NINTH:            The  duration  of  the  Corporation shall be
                                    perpetual.




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<PAGE>


                                                                    Exhibit (3i)

         IN WITNESS  WHEREOF,  I have signed  these  Articles of  Incorporation,
acknowledging the same to be my act, on April 1, 1993.



                                             /s/ Carroll D. Meyers
______________________________               _____________________________
Witness                                      Carroll D. Myers



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