Exhibit (3ii)


                           MONOCACY BANCSHARES, INC.

                                    BY-LAWS


              In accordance with convention, the masculine gender
             is used throughout these By-Laws but should be read to
              include the feminine (or neuter) where appropriate.


                                   ARTICLE I.

                                  STOCKHOLDERS

         SECTION 1.01.  Annual  Meeting.  The  Corporation  shall hold an annual
meeting of its  stockholders  to elect directors and transact any other business
within its powers, either at 10:00 o'clock a.m. on the second Monday of April in
each year if not a legal holiday, or at such other time in the month of April as
shall  be set by the  Board of  Directors.  Except  as the  Charter  or  statute
provides otherwise,  any business may be considered at an annual meeting without
the purpose of the meeting having been specified in the notice.  Failure to hold
an annual meeting does not invalidate the Corporation's  existence or affect any
otherwise valid corporate acts.

         SECTION  1.02.  Special  Meeting.  At any time in the interval  between
annual  meetings,  a special  meeting of the  stockholders  may be called by the
Chairman of the Board or the Vice-  Chairman of the Board or the President or by
a  majority  of the  Board  of  Directors  by vote at a  meeting  or in  writing
(addressed to the  Secretary of the  Corporation)  with or without a meeting.  A
special  meeting of the  stockholders  may be called upon the  submission to the
Secretary  of the  Corporation  a  written  request  therefore  by  stockholders
entitled  to cast not less than 25% of all the votes  entitled to be cast at the
meeting.  The request for the meeting shall state the purpose of and the matters
proposed  to be acted  upon at such  meeting.  The  Secretary  shall  inform the
stockholders  making the request of the reasonably  estimated costs of preparing
and mailing a notice for such  meeting  and,  upon  payment of such costs to the
Corporation,  notify  each  stockholder  entitled  to notice of such  meeting in
accordance with Section 1.04. Unless requested by stockholders  entitled to cast
a  majority  of all the  votes  entitled  to be cast at the  meeting,  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 1.03.     Place of Meetings.  Meetings of stockholders shall be
held at such place in the United States as is set from time to time by the Board
of Directors.

         SECTION 1.04.     Notice of Meetings:  Waiver of Notice.  Not less than
10 nor more than 90 days before each stockholders' meeting, the Secretary  shall
give written notice of the meeting to


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each  stockholder  entitled to vote at the  meeting  and each other  stockholder
entitled to notice of the meeting.  The notice shall state the time and place of
the meeting and, if the meeting is a special meeting or notice of the purpose is
required  by  statute,  the  purpose  of  the  meeting.  Notice  is  given  to a
stockholder  when it is  personally  delivered to him,  left at his residence or
usual  place of  business,  or mailed to him at his address as it appears on the
records of the  Corporation.  Notwithstanding  the  foregoing  provisions,  each
person who is entitled to notice waives notice if he before or after the meeting
signs a waiver of the notice  which is filed with the  records of  stockholders'
meetings, or is present at the meeting in person or by proxy.

         SECTION 1.05.  Quorum:  Voting.  Unless statute or the Charter provides
otherwise,  at a meeting of  stockholders  the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at
the  meeting  constitutes  a quorum,  and a majority  of all the votes cast at a
meeting at which a quorum is present is  sufficient  to approve any matter which
properly comes before the meeting, except that a plurality of all the votes cast
at a meeting at which a quorum is present is sufficient to elect a director.  In
the  absence of a quorum,  the  stockholders  present in person or by proxy,  by
majority  vote and without  notice other than by  announcement,  may adjourn the
meeting from time to time until a quorum  shall  attend.  At any such  adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally  notified.  In the event
that at any meeting a quorum  exists for the  transaction  of some  business but
does not exist for the transaction of other business, the business as to which a
quorum is present may be transacted by the holders of stock present in person or
by proxy who are entitled to vote thereon.

         SECTION  1.06.  Adjournments.  Whether  or not a quorum is  present,  a
meeting  of  stockholders  convened  on the date for which it was  called may be
adjourned from time to time by the stockholders present in person or by proxy by
a majority vote. Any business which might have been transacted at the meeting as
originally notified may be deferred and transacted at any such adjourned meeting
at which a quorum shall be present.  No further  notice of an adjourned  meeting
other than by  announcement  shall be  necessary if held on a date not more than
120 days after the original record date.

         SECTION  1.07.  General  Right to Vote:  Proxies.  Unless  the  Charter
provides  for a greater or lesser  number of votes per share or limits or denies
voting rights, each outstanding share of stock, regardless of class, is entitled
to one vote on each matter submitted to a vote at a meeting of stockholders.  In
all  elections  for  directors,  each  share of stock  may be voted  for as many
individuals  as there are  directors  to be elected and for whose  election  the
share is  entitled  to be  voted.  A  stockholder  may vote the stock he owns of
record either in person or by written proxy signed by the  stockholder or by his
duly authorized attorney in fact. Unless a proxy provides  otherwise,  it is not
valid more than 11 months after its date.

         SECTION 1.08.  List of Stockholders.  At each meeting of  stockholders,
a full, true and complete list of all stockholders  entitled  to  vote  at  such
meeting, showing the number and class of

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shares held by each and certified by the transfer agent for such class or by the
Secretary, shall be furnished by the Secretary.

         SECTION  1.09.  Conduct of Voting.  At all  meetings  of  stockholders,
unless the voting is conducted by  inspectors,  the proxies and ballots shall be
received,  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 chairman of the meeting.  If demanded by stockholders,  present in person
or by proxy,  entitled to cast 10% in number of votes entitled to be cast, or if
ordered by the chairman,  the vote upon any election or question  shall be taken
by ballot and,  upon like demand or order,  the voting shall be conducted by two
inspectors,  in which event the proxies and ballots  shall be received,  and all
questions  touching the  qualification of voters and the validity of proxies and
the  acceptance  or  rejection  of votes shall be decided,  by such  inspectors.
Unless so demanded or ordered,  no vote need be by ballot and voting need not be
conducted by inspectors. The stockholders at any meeting may choose an inspector
or  inspectors  to act at such  meeting,  and in  default of such  election  the
chairman of the meeting may appoint an inspector or inspectors. No candidate for
election as a director at a meeting shall serve as an inspector thereat.


                                  ARTICLE II.

                               BOARD OF DIRECTORS

         SECTION 2.01.  Function of  Directors.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.  All
powers of the Corporation may be exercised by or under authority of the Board of
Directors,  except as conferred on or reserved to the stockholders by statute or
by the Charter or By-Laws.

         SECTION 2.02.     Number of Directors.  The Corporation shall have  not
less than five (5) nor  more  than  twenty-four  (24)  directors  (exclusive  of
directors,  if  any,  to  be  elected  by  holders  of  Preferred  Stock  of the
Corporation, voting separately as a class).   The  Corporation  shall  have  the
number of directors provided in  the  Charter  until changed as herein provided.
Two-thirds of  the  entire  Board of Directors may alter the number of directors
set by the Charter,  but  the  action may not affect the tenure of office of any
director.  No person who is seventy ( 70) years of age or older shall serve as a
director, except Carroll D. Myers, David  M.  Abramson, Glenn E. Eaves, Jacob M.
Yingling, George B. Crouse, E. Wayne Baumgardner,  George  A.  Fream,  Harry  B.
Dougherty, Donald R. Hull and Eric E. Glass, each of whom may serve  until  they
retire, resign or are replaced as provided by these By-Laws.

         SECTION 2.03. Election and Tenure of Directors.  The Board of Directors
shall be divided into three  classes as nearly equal in number as possible.  The
members of each class shall be elected for a term of three years and until their
successors are elected and qualified.


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         SECTION 2.04.   Removal of Director.  Any director or the entire  Board
of Directors may be removed only  in  accordance  with  the  provisions  of  the
Charter.

         SECTION 2.05. Vacancy on Board. Subject to the rights of the holders of
any class of  Preferred  Stock then  outstanding,  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 and until his successor is elected and qualifies. 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  and  until  his
successor  is elected and  qualifies.  No  decrease  in the number of  directors
constituting  the Board of  Directors  shall  affect the tenure of office of any
director.

         SECTION 2.06.  Regular Meetings.  After each meeting of stockholders at
which a Board of Directors  shall have been  elected,  the Board of Directors so
elected shall meet as soon as practicable  for the purpose of  organization  and
the  transaction  of other  business;  and in the  event  that no other  time is
designated by the stockholders, the Board of Directors shall meet one hour after
the time for such  stockholders'  meeting or immediately  following the close of
such meeting, whichever is later, on the day of such meeting. Such first regular
meeting shall be held at any place as may be designated by the stockholders,  or
in default of such designation at the place designated by the Board of Directors
for such first regular  meeting,  or in default of such designation at the place
of the holding of the immediately  preceding meeting of stockholders.  Any other
regular  meeting of the Board of Directors shall be held on such date and at any
place as may be  designated  from  time to time by the  Board of  Directors.  No
notice of such first meeting or any other regular  meeting shall be necessary if
held as hereinabove provided.

         SECTION  2.07.  Special  Meetings.  Special  meetings  of the  Board of
Directors  may be  called  at any  time  by the  Chairman  of the  Board  or the
Vice-Chairman  of the Board or the  President  or by  one-third  of the Board of
Directors  by vote at a  meeting,  or in writing  with or  without a meeting.  A
special  meeting of the Board of Directors shall be held on such date and at any
place as may be designated  from time to time by the Board of Directors.  In the
absence  of  designation  such  meeting  shall  be held at such  place as may be
designated in the call.

         SECTION  2.08.  Notice of Meeting.  Except as provided in Section 2.06,
the  Secretary  shall give notice to each  director of each  regular and special
meeting  of the Board of  Directors.  Written  notice of any  regular or special
meeting  shall be give to each  director  at least  two  days  previous  thereto
delivered  personally  or by telegram or at least  seven days  previous  thereto
delivered  by mail at the  address at which the  director  is most  likely to be
reached.  Such notice  shall be deemed to be  delivered  when  deposited  in the
United States mail so addressed,  with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram.  Neither the business to
be transacted at, nor the purpose of, any meeting of the Board of Directors need
be specified in the

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notice or waiver of notice  of such  meeting.  No notice of any  meeting  of the
Board of  Directors  need be given to any  director  who attends  except where a
director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened, or to any director who, in writing executed and filed with the records
of the meeting either before or after the holding  thereof,  waives such notice.
Any meeting of the Board of Directors, regular or special, may adjourn from time
to time to  reconvene  at the same or some other  place,  and no notice  need be
given of any such adjourned meeting other than by announcement.

         SECTION  2.09.  Action by Directors.  Unless  statute or the Charter or
By-Laws requires a greater proportion, the action of a majority of the directors
present  at a  meeting  at which a quorum is  present  is action of the Board of
Directors. A majority of the entire Board of Directors shall constitute a quorum
for the  transaction  of  business.  In the absence of a quorum,  the  directors
present by  majority  vote and without  notice  other than by  announcement  may
adjourn the meeting from time to time until a quorum shall  attend.  At any such
adjourned  meeting  at which a quorum  shall be  present,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified. Any action required or permitted to be taken at a meeting of the Board
of Directors  may be taken  without a meeting,  if a unanimous  written  consent
which sets forth the action is signed by each member of the Board and filed with
the minutes of proceedings of the Board.

         SECTION 2.10. Meeting by Conference Telephone.  Members of the Board of
Directors  may  participate  in a meeting by means of a conference  telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same  time.  Participation  in a meeting  by these  means
constitutes presence in person at a meeting, but shall not constitute attendance
for the purpose of compensation pursuant to Section 2.11 of this Article.

         SECTION 2.11.  Compensation.  By resolution of the Board of Directors a
fixed sum and  expenses,  if any,  for  attendance  at each  regular  or special
meeting  of  the  Board  of  Directors  or  of  committees  thereof,  and  other
compensation  for  their  services  as such or on  committees  of the  Board  of
Directors,  may be paid to directors.  A director who serves the  Corporation in
any other  capacity  also may  receive  compensation  for such  other  services,
pursuant to a resolution of the directors.

         SECTION  2.12.  Resignation.  Any  director  may  resign at any time by
sending  a  written  notice  of  such  resignation  to the  home  office  of the
Corporation  addressed  to the Chairman of the Board,  the Vice  Chairman of the
Board or the President. Unless otherwise specified herein such resignation shall
take effect upon receipt thereof by the Chairman of the Board, the Vice Chairman
of the Board or the President.

         SECTION 2.13.  Presumption of Assent. A director of the Corporation who
is  present  at a  meeting  of the  Board of  Directors  at which  action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent or abstention  shall be entered in the minutes of the meeting
or unless he shall  file his  written  dissent  to such  action  with the person
acting as the secretary of the meeting before the  adjournment  thereof or shall
forward such dissent by

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<PAGE>



registered  mail to the  Secretary  of the  Corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who votes in favor of such action.

         SECTION  2.14.  Advisory  Directors.  The  Board  of  Directors  may by
resolution  appoint  advisory  directors  to the  Board,  who may also  serve as
directors  emeriti,  and shall have such authority and receive such compensation
and reimbursement as the Board of Directors shall provide. Advisory directors or
directors  emeriti  shall not have the authority to  participate  by vote in the
transaction of business.


                                  ARTICLE III.

                                   COMMITTEES

         SECTION 3.01. Committees. The Board of Directors may appoint from among
its members an Executive  Committee and other committees composed of two or more
directors  and  delegate to these  committees  any of the powers of the Board of
Directors,  except  the power to declare  dividends  or other  distributions  on
stock, elect directors, issue stock other than as provided in the next sentence,
recommend to the  stockholders any action which requires  stockholder  approval,
amend the  By-Laws,  or  approve  any  merger or share  exchange  which does not
require  stockholder  approval.  If the Board of  Directors  has  given  general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general  formula or method  specified  by the Board by  resolution  or by
adoption of a stock option or other plan,  may fix the terms of stock subject to
classification  or  reclassification  and the  terms on which  any  stock may be
issued,  including  all  terms  and  conditions  required  or  permitted  to  be
established or authorized by the Board of Directors.

         SECTION  3.02.  Committee  Procedure.  Each  committee may fix rules of
procedure  for its  business.  A majority of the  members of a  committee  shall
constitute a quorum for the transaction of business and the act of a majority of
those  present at a meeting at which a quorum is present shall be the act of the
committee.  The members of a committee  present at any  meeting,  whether or not
they  constitute  a quorum,  may  appoint a  director  to act in the place of an
absent  member.  Any action  required or permitted to be taken at a meeting of a
committee may be taken without a meeting,  if a unanimous  written consent which
sets forth the action is signed by each member of the  committee  and filed with
the minutes of the committee. The members of a committee may conduct any meeting
thereof by  conference  telephone in accordance  with the  provisions of Section
2.10.

         SECTION  3.03.  Emergency.  In the  event  of a state  of  disaster  of
sufficient  severity to prevent the  conduct and  management  of the affairs and
business of the Corporation by its directors and officers as contemplated by the
Charter and the By-Laws, any two or more available members of the then incumbent
Executive  Committee  shall  constitute a quorum of that  Committee for the full
conduct  and  management  of the  affairs and  business  of the  Corporation  in
accordance with the

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provisions of Section 3.01. In the event of the unavailability, at such time, of
a  minimum  of two  members  of the  then  incumbent  Executive  Committee,  the
available  directors  shall elect an Executive  Committee  consisting of any two
members  of the  Board of  Directors,  whether  or not they be  officers  of the
Corporation,  which two members shall constitute the Executive Committee for the
full conduct and management of the affairs of the Corporation in accordance with
the  foregoing  provisions  of this  Section.  This Section  shall be subject to
implementation  by resolution of the Board of Directors passed from time to time
for that purpose,  and any  provisions of the By-Laws  (other than this Section)
and any  resolutions  which are contrary to the provisions of this Section or to
the provisions of any such implementary  resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this Section
that it shall be to the advantage of the  Corporation  to resume the conduct and
management  of its affairs and business  under all the other  provisions  of the
By-Laws.


                                  ARTICLE IV.

                                    OFFICERS

   
         SECTION 4.01. Executive and Other Officers.  The Corporation shall have
a President, a Secretary, and a Treasurer who shall be the executive officers of
the Corporation. It may also have a Chairman of the Board and a Vice-Chairman of
the Board; the Chairman of the Board or the Vice- Chairman of the Board shall be
an executive  officer if he is designated as the chief executive  officer of the
Corporation.  The Board of  Directors  may  designate  who shall  serve as chief
executive officer, having general supervision of the business and affairs of the
Corporation, or as chief operating officer, having supervision of the operations
of the  Corporation;  in the absence of designation the President shall serve as
chief  executive  officer and chief operating  officer.  It may also have one or
more Vice- Presidents,  assistant officers,  and subordinate  officers as may be
established by the Board of Directors. A person may hold more than one office in
the  Corporation   but  may  not  serve   concurrently  as  both  President  and
Vice-President   of  the  Corporation.   The  Chairman  of  the  Board  and  the
Vice-Chairman  of the  Board  shall be  directors;  the  other  officers  may be
directors.
    

         SECTION 4.02.  Chairman of the Board. The Chairman of the Board, if one
be elected,  shall  preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present; and, in general, he shall perform all
such duties as are from time to time assigned to him by the Board of Directors.

         SECTION  4.03.  Vice  Chairman of the Board.  The Vice  Chairman of the
Board,  if one be elected,  in the absence of the  Chairman of the Board,  shall
preside at all meetings of the Board of  Directors  and of the  stockholders  at
which he shall be present;  and, in general, he shall perform all such duties as
are from time to time assigned to him by the Board of Directors.

         SECTION 4.04. President.  The President, in the absence of the Chairman
of the Board and the Vice Chairman of the Board, shall preside at  all  meetings
of the Board of Directors and of

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the stockholders at which he shall be present;  he may sign and execute,  in the
name of the Corporation,  all authorized deeds,  mortgages,  bonds, contracts or
other  instruments,  except in cases in which the signing and execution  thereof
shall  have  been  expressly  delegated  to some  other  officer  or  agent of a
Corporation; and, in general, he shall perform all duties usually performed by a
president  of the  corporation  and such  other  duties as are from time to time
assigned to him by the Board of Directors or the chief executive  officer of the
Corporation.

         SECTION 4.05.  Vice-Presidents.  The Vice-President or Vice-Presidents,
at the  request  of the chief  executive  officer  or the  President,  or in the
President's absence or during his inability to act, shall perform the duties and
exercise  the  functions  of the  President,  and when so acting  shall have the
powers of the President. If there be more than one Vice-President,  the Board of
Directors may determine which one or more of the  Vice-Presidents  shall perform
any of such duties or exercise any of such functions,  or if such  determination
is not made by the Board of  Directors,  the  chief  executive  officer,  or the
President may make such determination;  otherwise any of the Vice-Presidents may
perform any of such duties or exercise any of such functions. The Vice-President
or  Vice-Presidents  shall have such other powers and perform such other duties,
and have such additional  descriptive  designations in their titles (if any), as
are from  time to time  assigned  to them by the Board of  Directors,  the chief
executive officer, or the President.

         SECTION 4.06.  Secretary.  The Secretary  shall keep the minutes of the
meetings of the  stockholders,  of the Board of Directors and of any committees,
in books provided for the purpose;  he shall see that all notices are duly given
in accordance with the provisions of the By-Laws or as required by law; he shall
be custodian of the records of the  Corporation;  he may witness any document on
behalf of the Corporation,  the execution of which is duly authorized,  see that
the  corporate  seal is affixed where such document is required or desired to be
under its seal, and, when so affixed,  may attest the same; and, in general,  he
shall perform all duties incident to the office of a secretary of a corporation,
and such other  duties as are from time to time  assigned to him by the Board of
Directors, the chief executive officer, or the President.

         SECTION  4.07.  Treasurer.  The  Treasurer  shall have charge of and be
responsible  for  all  funds,  securities,  receipts  and  disbursements  of the
Corporation,  and shall  deposit,  or cause to be deposited,  in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other  depositories as shall,  from time to time, be selected by the Board of
Directors;  he shall render to the chief  executive  officer and to the Board of
Directors,  whenever  requested,  an account of the  financial  condition of the
Corporation;  and, in general,  he shall perform all the duties  incident to the
office of a treasurer of a  corporation,  and such other duties as are from time
to time assigned to him by the Board of Directors,  the chief executive officer,
or the President.

         SECTION 4.08.  Assistant and  Subordinate  Officers.  The assistant and
subordinate  officers of the  Corporation  are all officers  below the office of
Vice-President,  Secretary, or Treasurer.  The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board of
Directors, the chief executive officer, or the President.


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         SECTION 4.09.  Election,  Tenure and Removal of Officers.  The Board of
Directors shall elect the officers. The Board of Directors may from time to time
authorize  any  committee  or  officer  to  appoint  assistant  and  subordinate
officers.  Election or appointment of an officer, employee or agent shall not of
itself create  contract  rights.  All officers  shall be appointed to hold their
offices, respectively,  during the pleasure of the Board. The Board of Directors
(or, as to any  assistant  or  subordinate  officer,  any  committee  or officer
authorized  by the Board) may remove an officer at any time.  The  removal of an
officer does not  prejudice any of his contract  rights.  The Board of Directors
(or, as to any  assistant  or  subordinate  officer,  any  committee  or officer
authorized  by the Board) may fill a vacancy  which occurs in any office for the
unexpired portion of the term.

         SECTION 4.10. Compensation.  The Board of Directors shall have power to
fix the salaries and other  compensation and remuneration,  of whatever kind, of
all officers of the  Corporation.  No officer shall be prevented  from receiving
such salary by reason of the fact that he is also a director of the Corporation.
The Board of Directors may  authorize  any  committee or officer,  upon whom the
power of appointing  assistant and subordinate officers may have been conferred,
to fix  the  salaries,  compensation  and  remuneration  of such  assistant  and
subordinate officers.




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<PAGE>


                                   ARTICLE V.

                                     STOCK

         SECTION 5.01.  Certificates for Stock.  Each stockholder is entitled to
certificates  which  represent  and  certify the shares of stock he holds in the
Corporation.  Each stock  certificate  shall include on its face the name of the
corporation  that issues it, the name of the stockholder or other person to whom
it is  issued,  and the class of stock and  number of shares it  represents.  It
shall be in such form, not inconsistent  with law or with the Charter,  as shall
be approved by the Board of Directors or any officer or officers  designated for
such purpose by  resolution of the Board of  Directors.  Each stock  certificate
shall be signed by the Chairman of the Board,  the  Vice-Chairman  of the Board,
the President,  or a  Vice-President,  and  countersigned  by the Secretary,  an
Assistant Secretary, the Treasurer, or an Assistant Treasurer.  Each certificate
may be sealed  with the actual  corporate  seal or a  facsimile  of it or in any
other form and the  signatures may be either manual or facsimile  signatures.  A
certificate  is valid and may be issued  whether or not an officer who signed it
is still an officer when it is issued.

         SECTION 5.02.  Transfers.  The Board of Directors  shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue,  transfer and  registration of certificates of stock; and may appoint
transfer  agents  and  registrars  thereof.  The  duties of  transfer  agent and
registrar may be combined.

         SECTION 5.03.  Record Date and Closing of Transfer Books.  The Board of
Directors  may set a record  date or  direct  that the stock  transfer  books be
closed for a stated  period for the  purpose of making any proper  determination
with  respect to  stockholders,  including  which  stockholders  are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights.  The record  date may not be more than 90 days  before the date on which
the action requiring the determination will be taken; the transfer books may not
be closed for a period  longer  than 30 days;  and,  in the case of a meeting of
stockholders,  the record date or the closing of the transfer  books shall be at
least 10 days before the date of the meeting.

         SECTION 5.04.  Stock Ledger.  The  Corporation  shall  maintain a stock
ledger which contains the name and address of each stockholder and the number of
shares of stock of each class which the stockholder  holds. The stock ledger may
be in  written  form or in any  other  form  which  can be  converted  within  a
reasonable  time into  written  form for visual  inspection.  The  original or a
duplicate of the stock  ledger shall be kept at the offices of a transfer  agent
for the particular  class of stock,  or, if none, at the principal office in the
State of Maryland or the principal executive offices of the Corporation.

         SECTION  5.05.   Certification  of  Beneficial  Owners.  The  Board  of
Directors  may adopt by  resolution  a procedure by which a  stockholder  of the
Corporation may certify in writing to the  Corporation  that any shares of stock
registered  in the  name  of the  stockholder  are  held  for the  account  of a
specified person other than the stockholder.  The resolution shall set forth the
class of

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<PAGE>


stockholders  who may certify;  the purpose for which the  certification  may be
made; the form of  certification  and the  information to be contained in it; if
the  certification  is with  respect  to a record  date or  closing of the stock
transfer books,  the time after the record date or closing of the stock transfer
books within which the  certification  must be received by the Corporation;  and
any other  provisions  with respect to the procedure  which the Board  considers
necessary or desirable.  On receipt of a  certification  which complies with the
procedure  adopted  by the Board in  accordance  with this  Section,  the person
specified  in  the   certification   is,  for  the  purpose  set  forth  in  the
certification,  the  holder  of record  of the  specified  stock in place of the
stockholder who makes the certification.

         SECTION 5.06.  Lost Stock  Certificates.  The Board of Directors of the
Corporation may determine the conditions for issuing a new stock  certificate in
place of one which is alleged to have been lost,  stolen,  or destroyed,  or the
Board of  Directors  may  delegate  such power to any officer or officers of the
Corporation.  In their  discretion,  the Board of  Directors  or such officer or
officers  may refuse to issue such new  certificate  save upon the order of some
court having jurisdiction in the premises.

                                  ARTICLE VI.

                                    FINANCE

         SECTION 6.01. Checks,  Drafts,  Etc. All checks,  drafts and orders for
the payment of money,  notes and other evidences of indebtedness,  issued in the
name of the Corporation,  shall,  unless otherwise provided by resolution of the
Board of Directors,  be signed by the Chairman of the Board,  the  President,  a
Vice-President  or  an  Assistant   Vice-President   and  countersigned  by  the
Treasurer,  an Assistant Treasurer,  the Secretary or an Assistant Secretary. In
the case of dividend checks, a facsimile signature is permitted.

         SECTION 6.02. Annual Statement of Affairs.  The President shall prepare
annually a full and  correct  statement  of the affairs of the  Corporation,  to
include  a  balance  sheet  and a  financial  statement  of  operations  for the
preceding fiscal year. The statement of affairs shall be submitted at the annual
meeting of the  stockholders  and,  within 20 days after the meeting,  placed on
file at the Corporation's principal office.

         SECTION 6.03. Fiscal Year.  The fiscal year of the Corporation shall be
the 12 calendar  months period ending December 31 in each year, unless otherwise
provided by the Board of Directors.

         SECTION 6.04.  Dividends.  If declared by the Board of Directors at any
meeting  thereof,  the  Corporation  may pay  dividends  on its  shares in cash,
property,  or in shares of the  capital  stock of the  Corporation,  unless such
dividend is contrary to law or to a restriction contained in the Charter.


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<PAGE>


         SECTION 6.05. Contracts. To the extent permitted by applicable law, and
except as otherwise  prescribed  by the Charter or these By-Laws with respect to
certificates  for shares,  the Board of  Directors  may  authorize  any officer,
employee,  or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific instances.

         SECTION 6.06.     Loans.  No loans shall be contracted on behalf of the
Corporation  and  no evidence of indebtedness shall be issued in its name unless
authorized by the Board  of Directors. Such authority may be general or confined
to specific instances.

         SECTION 6.07.   Deposits.  All funds of the Corporation  not  otherwise
employed shall  be  deposited from time to time to the credit of the Corporation
in any of its duly authorized depositories as the Board of Directors may select.


                                  ARTICLE VII.

                               SUNDRY PROVISIONS

         SECTION 7.01. Books and Records. The Corporation shall keep correct and
complete books and records of its accounts and  transactions  and minutes of the
proceedings of its  stockholders  and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of a  Corporation  may be in written form or in any other form
which can be  converted  within a  reasonable  time into written form for visual
inspection.  Minutes  shall be recorded in written form but may be maintained in
the form of a  reproduction.  The  original or a  certified  copy of the By-Laws
shall be kept at the principal office of the Corporation.

         SECTION 7.02.  Corporate  Seal. The Board of Directors  shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the  Secretary.  The Board of Directors may  authorize one or more  duplicate
seals and provide for the custody  thereof.  If the  Corporation  is required to
place its corporate seal to a document, it is sufficient to meet the requirement
of any law,  rule, or regulation  relating to a corporate seal to place the word
"Seal"  adjacent to the signature of the person  authorized to sign the document
on behalf of the Corporation.

         SECTION  7.03.  Bonds.  The Board of Directors may require any officer,
agent  or  employee  of the  Corporation  to  give a  bond  to the  Corporation,
conditioned upon the faithful discharge of his duties, with one or more sureties
and in such amount as may be satisfactory to the Board of Directors.

         SECTION 7.04. Voting Upon Shares in Other Corporations.  Stock of other
corporations or associations, registered in the name of the Corporation, may  be
voted  by  the  Chairman  of  the  Board,  the  Vice-Chairman  of the Board, the
President, a Vice-President, or a proxy appointed by either of them.   The Board
of Directors, however, may by resolution appoint some other

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<PAGE>


person to vote such shares,  in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such resolution.

         SECTION 7.05.     Mail.  Any notice or other document which is required
by these By-Laws to be mailed shall be  deposited  in  the  United  States mail,
postage prepaid.

         SECTION 7.06. Execution of Documents.  A person who holds more than one
office in the  Corporation  may not act in more than one  capacity  to  execute,
acknowledge,   or  verify  an  instrument   required  by  law  to  be  executed,
acknowledged, or verified by more than one officer.

         SECTION 7.07. Amendments. In accordance with the Charter, these By-Laws
may be  repealed,  altered,  amended or  rescinded  by the  stockholders  of the
Corporation  only by vote 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  repeal,  alteration,  amendment or  rescission is
included in the notice of such meeting). In addition, the Board of Directors may
repeal, alter, amend or rescind these By-Laws by vote of two-thirds (2/3) of the
Board of Directors at a legal meeting held in accordance  with the provisions of
these By-Laws.



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