Cover Page
                        Exhibit (3) (B)

                  By-Laws of the Registrant

	The provisions of Article Two, Section 2 of the By-Laws, changing the
number of directors from 19 to 18, will be effective at the commencement of
the Annual Meeting of Stockholders to be held April 30, 1997, at 10:30 a.m.

<PAGE>

				
							    EXHIBIT (3) (B)

			     BYLAWS
		 MERCANTILE BANKSHARES CORPORATION

			   ARTICLE I

	SECTION 1.  Annual Meeting.  The annual meeting of the stockholders 
of the Corporation for the election of directors and the transaction of 
such other business as may properly come before the meeting shall be held 
at the time and on the day in April of each year as shall be fixed from 
time to time by the Board of Directors or by the Executive Committee.  
Notice of the time and place of such annual meeting shall be given to each 
stockholder in the manner provided in Section 1 of Article X of these 
bylaws not less than ten days nor more than ninety days before the meeting.
	SECTION 2.  Special Meetings.  Special meetings of the stockholders may
be called at any time by the Board of Directors, the Chairman of the Board, 
the Vice-Chairman of the Board, the President, or as otherwise provided by 
law.  Notice of the time, place and purpose of each special meeting of 
stockholders shall be given to each stockholder in the manner provided in 
Section 1 of Article X of these bylaws not less than ten days nor more than 
ninety days before the meeting.  No business shall be transacted at a 
special meeting except that specified in the notice.
	SECTION 3.  Removal of Directors.  At any special meeting of the 
stockholders called in the manner provided for by this Article, the 
stockholders, by a majority of the votes entitled to be cast by the 
stockholders entitled to vote thereon, may remove any director or directors 
from office and may elect a successor or successors to fill any resulting 
vacancies from the remainder of his or their terms.
	SECTION 4.  Voting; Proxies; Record Date.  At all meetings of 
stockholders any stockholder shall be entitled to vote by proxy.  Such 
proxy shall be in writing and signed by the stockholder or by his duly 
authorized attorney in fact.  It shall be dated but need not be 

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sealed, witnessed or acknowledged.  The Board of Directors may fix the 
record date for the determination of stockholders entitled to vote in the 
manner provided in Article IX, Section 4 of these bylaws. 
	SECTION 5.  Quorum.  If at any annual or special meeting of 
stockholders a quorum shall fail to attend, those attending in person or by 
proxy may, by majority of the votes entitled to be cast, adjourn the 
meeting from time to time, not exceeding sixty days in all, and thereupon 
any business may be transacted which might have been transacted at the 
meeting originally called had the same been held at the time so called. 
	SECTION 6.  Filing Proxies.  At all meetings of stockholders, the 
proxies shall be filed with and be verified by the Secretary of the 
Corporation or, if the meeting shall so decide, by the Secretary of the 
meeting. 
	SECTION 7.  Place of Meetings.  All meetings of stockholders shall be 
held at the principal office of the Corporation in the State of Maryland or 
at such other place either within or without the State of Maryland as may 
be designated in the notice of the meeting. 
	SECTION 8.  Order of Business.  At all meetings of stockholders, any 
stockholder present and entitled to vote in person or by proxy shall be 
entitled to require, by written request to the Chairman of the meeting, 
that the order of business shall be as follows: 
	(1)  Organization. 
	(2)  Proof of notice of meeting or of waivers thereof. 
(The certificate of the Secretary of the Corporation, of the affidavit of 
any other person who mailed or published the notice or caused the same to 
be mailed or published, being proof of service of notice.) 
	(3)  Submission by Secretary, or by Inspectors, if any shall have 
been elected or appointed, of list of stockholders entitled to vote, 
present in person or by proxy. 

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	(4)  If an annual meeting or a special meeting called for that 
purpose, reading of unapproved minutes of preceding meetings and action 
thereon. 
	(5)  Reports. 
	(6)  The election of directors if an annual meeting or a special 
meeting called to elect directors, or to remove directors and elect their 
successors. 
	(7)  Unfinished business. 
	(8)  New Business. 
	(9)  Adjournment. 
	SECTION 9.  Advance Notice of Matters to be Presented at an Annual 
Meeting of Stockholders.
	At an annual meeting of the stockholders, commencing with the annual 
meeting to be held in 1996, only such business shall be conducted as shall 
have been properly brought before the meeting as set forth below.  To be 
properly brought before an annual meeting, such business must (1) be 
specified in the notice of the meeting (or any supplement thereto) given by 
the Corporation pursuant to Section 1 of Article X of these bylaws, or (2) 
be brought before the meeting by or under the direction of the Board of 
Directors (or the Chairman or Vice Chairman of the Board or the President), 
or (3) be properly brought before the meeting by a stockholder.  In 
addition to any other applicable requirements, for business to be properly 
brought before an annual meeting by a stockholder, the stockholder must 
have given timely notice thereof in writing to the Secretary.  To be 
timely, such stockholder's notice must be delivered to or mailed and 
received by the Secretary at the principal executive offices of the 
Corporation, not less than 20 days nor more than 30 days prior to the 
meeting (or, with respect to a proposal required to be included in the 
Company's proxy statement pursuant to Rule 14a-8 of the Securities Exchange 
Act of 1934, or its successor provision, the earlier date such proposal was 
received); provided, however, that in the event that less than 30 days' 
notice or

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prior disclosure by the Corporation of the date of the meeting is given or 
made to stockholders, notice by the stockholder to be timely must be so 
received by the Secretary not later than the close of business on the 10th 
day following the earlier of the day on which the Corporation's notice of 
the date of the annual meeting was mailed or the day on which the 
Corporation's first public disclosure of the date of the annual meeting was 
made.  A stockholder's notice to the Secretary shall set forth as to each 
matter the stockholder proposes to bring before the annual meeting (i) a 
brief description of the business desired to be brought before the annual 
meeting and the reasons for conducting such business at the annual meeting, 
(ii) the name and record address 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 these bylaws to the contrary, no business 
shall be conducted at the annual meeting except in accordance with the 
procedures set forth in this Section 9; provided, however, that nothing in 
this Section 9 shall be deemed to preclude discussion by any stockholder of 
any business properly brought before the annual meeting in accordance with 
such procedures.
	The presiding officer at the meeting shall have the authority, if the 
facts warrant, to determine that business was not properly brought before 
the meeting in accordance with the provisions of this Section 9, and if he 
should so determine, he shall so declare to the meeting and any such 
business not properly brought before the meeting shall not be transacted.
	SECTION 10. Advance Notice of Nominees for Directors.  Only persons 
who are nominated in accordance with the following procedures shall be 
eligible for election as directors at any meeting of stockholders held 
after the annual meeting in 1995.  Nominations of persons for election to 
the Board of Directors of the Corporation may be made at an annual meeting 
of stockholders or at a special meeting of stockholders as to which the 
notice of meeting

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provides for election of directors, by or under the direction of the Board 
of Directors, or by any nominating committee or person appointed by the 
Board of Directors, or by any stockholder of the Corporation entitled to 
vote for the election of directors at the meeting who complies with the 
notice procedures set forth in this Section 10.  Such nominations, other 
than those made by or under the direction of the Board of Directors, shall 
be made pursuant to timely notice in writing to the Secretary.  To be 
timely, such stockholder's notice shall be delivered to or mailed and 
received by the Secretary at the principal executive offices of the 
Corporation not less than 20 days nor more than 30 days prior to the 
meeting; provided, however, that in the event that less than 30 days' 
notice or prior public disclosure of the date of the meeting is given or 
made by the Corporation to stockholders, notice by the stockholder to be 
timely must be so received by the Secretary no later than the close of 
business on the 10th day following the earlier of the day on which the 
Corporation's notice of the date of the meeting was mailed or the day on 
which the Corporation's first public disclosure of the date of the meeting 
was made.  Such stockholder's notice shall set forth: (a) as to each person 
who the stockholder proposes to nominate for election or re-election as a 
director, (i) the name, age, business address and residence address of the 
person, (ii) the principal occupation or employment of the person, (iii) 
the class and number of shares of stock of the Corporation which are 
beneficially owned by the person, and (iv) any other information relating 
to the person that is required to be disclosed in solicitations for proxies 
for election of directors pursuant to Rule 14a under the Securities 
Exchange Act of 1934 or any successor rule thereto; and (b) as to the 
stockholder giving the notice, (i) the name and record address of the 
stockholder and (ii) the class and number of shares of the Corporation 
which are beneficially owned by the stockholder.  The Corporation may 
require any proposed nominee to furnish such other information as may 
reasonably be required by the Corporation to determine the eligibility of 
such proposed nominee

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to serve as a director of the Corporation.  No person shall be eligible 
for election as a director of the Corporation unless nominated in 
accordance with the procedures set forth herein.
	The presiding officer at the meeting shall have the authority, if the 
facts warrant, to determine that a nomination 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 shall be disregarded.

			      ARTICLE II 
			      
			      DIRECTORS.

	SECTION 1.  Powers.  The Board of Directors shall have the control 
and management of the affairs, business and properties of the Corporation. 
 They shall have and exercise in the name of the Corporation and on behalf 
of the Corporation all the rights and privileges legally exercisable by the 
Corporation, except as otherwise provided by law, by the Charter or by 
these bylaws.  A director need not be a stockholder. 
	SECTION 2.  Number.  There shall be eighteen directors.  The number 
of directors may be decreased to not less than seven or increased to not 
more than thirty from time to time by amendment of this bylaw by the 
stockholders or by the Board of Directors.  Each director, unless sooner 
removed by the stockholders, shall serve until the next annual meeting of 
stockholders or until his successor shall be elected and shall have 
qualified. 
	No person shall be eligible for election as a director, either by the 
stockholders or by the Board of Directors, who at the time of such proposed 
election has passed his 70th birthday. 
	SECTION 3.  Vacancies.  If the office of a director becomes vacant, 
or if the number of directors is increased, such vacancy may be filled by 
the Board by a vote of a majority of directors then in office although such 
majority is less than a quorum.  The stockholders may, however, at any time 
during the term of such director, elect some other person to fill said 
vacancy and thereupon the election by the Board shall be superseded and 
such election by the

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stockholders shall be deemed a filling of the vacancy and not a removal 
and may be made at any meeting called for that purpose. 
	If the entire Board of Directors shall become vacant, any stockholder 
may call a special meeting in the same manner that the President may call 
such meeting, and directors for the unexpired term may be elected at the 
said special meeting, in the manner provided for their election at annual 
meetings. 
	SECTION 4.  Meetings.  Four or more regular meetings of the Board of 
Directors shall be held at an office of the Corporation each year.  One of 
such meetings shall be held on the same day as and immediately following 
the annual meeting of stockholders and the remaining meetings shall be held 
on such days and at such times as shall be fixed by the chief executive 
officer but there shall be at least one regular meeting in each calendar 
quarter.  Notice of the date and time of every regular meeting shall be 
mailed or telegraphed or given personally to each director not less than 
five days before the meeting. 
	SECTION 5.  Special Meetings.  Special meetings of the Board of 
Directors may be called by the Board of Directors, the Executive Committee, 
the Chairman of the Board, the Vice-Chairman of the Board or the President 
and shall be called at the request of two or more directors.  Notice of the 
time and place of any special meeting shall be given to each director in 
the manner provided in Section 2 of Article X of these bylaws not less than 
twenty-four hours before the meeting. 
	SECTION 6.  Quorum.  One-third of the total number of directors, but 
not less than four, shall constitute a quorum for the transaction of 
business.  If less than a quorum be present at any meeting duly called, a 
majority of those present may adjourn the meeting from time to time with 
notice to absent directors. 

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	SECTION 7.  Place of Meetings.  Regular or special meetings of the 
Board may be held within or without the State of Maryland as the Board may 
from time to time determine.  The time and place of a meeting may be fixed 
by the party making the call. 
	SECTION 8.  Rules and Regulations.  The Board of Directors may adopt 
such rules and regulations for the conduct of their meetings and the 
management of the affairs of the Corporation as they may deem proper and 
not inconsistent with the laws of the State of Maryland or these bylaws or 
the Charter. 
	SECTION 9.  Compensation.  The directors may receive a stated salary 
for their services or a fixed sum and expenses of attendance may be allowed 
for attendance at each regular or special meeting of the Board of 
Directors.  Such stated salary or attendance fee shall be determined by 
resolution of the Board unless the stockholders have adopted a resolution 
relating thereto.  Nothing herein contained shall be construed to preclude 
a director from serving in any other capacity and receiving compensation 
therefor. 
			      ARTICLE III 
	
			      COMMITTEES.

	SECTION 1.  Executive Committee.  There shall be an Executive 
Committee of such number not more than fourteen nor less than seven as the 
Board of Directors may determine.  The Chairman of the Board, the 
Vice-Chairman of the Board, the President and the chief executive officer 
if an officer other than the officers stated above, shall be members ex 
officio.  The remaining members shall be elected annually by the Board of 
Directors from among its members, preferably at the first meeting after the 
annual meeting of stockholders, and shall serve during the pleasure of the 
Board.  The chief executive officer or such other person as shall be 
designated by the Board shall act as chairman of the committee.  Additional 
or substitute members may be elected by the Board at any time.  In 
addition, the chief executive officer shall have power to make temporary 
appointments to the committee of members of the 

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Board of Directors to serve as additional members or to act in the place 
and stead of members of the committee who temporarily cannot attend its 
meetings.  The Executive Committee shall have and may exercise, so far as 
may be permitted by law, all of the powers of the Board of Directors during 
intervals between meetings thereof. 
	SECTION 2.  Other Committees.  The Board of Directors may also 
appoint from their number other committees and, to the extent permitted by 
law, may delegate to any such committee the exercise of powers of the Board 
of Directors during intervals between meetings thereof.  The Chairman of 
the Board, the Vice-Chairman of the Board, the President and the chief 
executive officer if an officer other than the officers stated above, shall 
be members ex officio of all such committees, but no officer shall be a 
member of any committee designated by the Board of Directors as an Audit 
Committee or Compensation Committee. 
	SECTION 3.  Committee Meetings.  All actions of any committee shall 
be recorded in minutes of its meetings and all such actions shall be 
reported to the next succeeding meeting of the Board of Directors.  
Meetings of any committee may be held at any time and place upon the call 
of the Chairman of the Board, the Vice-Chairman of the Board, the 
President, the chief executive officer if an officer other than the 
officers stated above, or any other member of the committee called to meet. 
 Notice of the time and place of any special meeting of any committee shall 
be given in the manner provided in Section 2 of Article X of these bylaws 
not less than twelve hours before the meeting.  Six members of the 
Executive Committee and four members of any other committee shall 
constitute a quorum unless otherwise provided by the Board of Directors for 
any particular committee. 
	
			     ARTICLE IV
			      
			     OFFICERS.

	SECTION 1.  Officers and their Duties.  The officers of the 
Corporation shall consist of the Chairman of the Board, the Vice-Chairman 
of the Board, the President, the Secretary, the

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Treasurer and whenever deemed advisable by the Board one or more executive 
vice presidents, one or more vice presidents, assistant secretaries, 
assistant treasurers or other officers.  All of said officers shall be 
chosen by the Board of Directors and shall hold office only during the 
pleasure of the Board or until their successors are chosen and qualify.  
The Chairman of the Board, the Vice-Chairman of the Board and the President 
shall be chosen from among the directors.  Any two offices except those of 
Chairman of the Board and Vice-Chairman of the Board, and President and 
Vice President may be held by the same person, but no officer shall 
execute, acknowledge or verify any instrument in more than one capacity, 
when such instrument is required to be executed, acknowledged, or verified 
by any two or more officers.  The Board of Directors may from time to time 
appoint such other agents and employees, with such powers and duties as 
they may deem proper. 
	The Board of Directors shall, from time to time, designate from among 
the officers, a chief executive officer who shall direct the management of 
the Corporation under the supervision of the Board of Directors or the 
appropriate committees thereof and, subject to the same supervision, may 
also assign to the other officers of the Corporation duties in addition to 
those prescribed by these bylaws or assigned to them by the Board of 
Directors.  The Board of Directors may, from time to time, designate from 
among the officers, the officer or officers who shall act as chief 
executive officer in case of the absence or inability to act of the then 
designated chief executive officer. 
	SECTION 2.  Chairman of the Board.  The Chairman of the Board shall 
preside at all meetings of stockholders and of the Board of Directors and 
shall perform such other duties as may be assigned to him by the Board of 
Directors. 
	SECTION 3.  Vice-Chairman of the Board.  In the absence of the 
Chairman of the Board, the Vice-Chairman of the Board shall act in the 
place of the Chairman of the Board and assume

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his duties and be vested with all his powers and authorities.  He shall 
perform such other duties as may be assigned to him by the Board of 
Directors. 
	SECTION 4.  President.  In the absence of the Chairman of the Board 
and the Vice-Chairman of the Board, the President shall act in the place of 
the Chairman of the Board and assume his duties and be vested with all his 
powers and authorities.  He shall perform such other duties as may be 
assigned to him by the Board of Directors. 
	SECTION 5.  Vice-Presidents.  The executive vice-presidents and 
vice-presidents shall perform such duties as the Board of Directors may 
direct. 
	SECTION 6.  Treasurer.  The Treasurer shall perform such duties as 
may be assigned to him by the Board of Directors. 
	SECTION 7.  Secretary.  The Secretary shall keep the minutes of the 
meetings of the stockholders and of the Board of Directors, and shall 
attend to the giving and serving of all notices of the Corporation required 
by law or these bylaws.  He shall maintain at all times in the principal 
office of the Corporation at least one copy of the bylaws with all 
amendments to date and shall make the same, together with the minutes of 
the meetings of the stockholders, the annual statement of the affairs of 
the Corporation and any voting trust agreement on file at the office of the 
Corporation, available for inspection by any officer, director or 
stockholder during reasonable business hours.  He shall perform such other 
duties as may be assigned to him by the Board of Directors. 
	SECTION 8.  Assistant Treasurer and Assistant Secretary.  The 
assistant treasurers and assistant secretaries shall perform such duties as 
may from time to time be assigned to them by the Board of Directors. 
	SECTION 9.  Substitutes.  The Board of Directors may from time to 
time in the absence of any one of said officers or at any other time 
designate any other person or persons, on behalf of the Corporation, to 
sign any contracts, deeds, notes, or other instruments in the place or

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stead of any of said officers, and may designate any person to fill any 
one of said offices, temporarily or for any particular purpose; and any 
instruments so signed in accordance with a resolution of the Board shall be 
the valid act of this Corporation as fully as if executed by any regular 
officer. 
	
			    ARTICLE V 

	       RESIGNATION OF DIRECTOR OR OFFICER.

	Any director or officer may resign his office at any time.  Such 
resignation shall be made in writing and shall take effect from the time of 
its receipt by the Corporation unless some other time be fixed in the 
resignation, and then from that time.  The acceptance of a resignation 
shall not be required to make it effective unless the resignation so 
provides. 

			    ARTICLE VI 

		      COMMERCIAL PAPER, ETC.

	All bills, notes, checks, drafts and commercial paper of all kinds to 
be executed by the Corporation as maker, acceptor, endorser, or otherwise, 
and all assignments and transfers of stock, contracts or written 
obligations of the Corporation, and all negotiable instruments shall be 
made in the name of the Corporation and shall be signed by the President, 
the Treasurer or such other person or persons as the Board of Directors may 
from time to time designate. 
	
			    ARTICLE VII 

			    FISCAL YEAR.

	The fiscal year of the Corporation shall cover such period of twelve 
months as the Board of Directors may determine.  In the absence of any such 
determination the accounts of the Corporation shall be kept on a calendar 
year basis. 

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			    ARTICLE VIII 
	
				SEAL.

	The seal of the Corporation shall be a circle inscribed with the name 
of the Corporation and the year and State in which it is incorporated. 
	
			    ARTICLE IX 

		 MISCELLANEOUS PROVISIONS - STOCK. 

	SECTION 1.  Issue.  All certificates of stock shall be signed by the 
Chairman of the Board, the Vice-Chairman of the Board, the President, or 
any Vice-President and countersigned by the Treasurer or Assistant 
Treasurer or Secretary or Assistant Secretary, any of which may be 
facsimile signatures if the certificate is countersigned by the Transfer 
Agent, and sealed with the seal of the Corporation. 
	SECTION 2.  Transfers.  No transfers of stock shall be recognized or 
binding upon the Corporation until recorded on the books of the Corporation 
upon surrender and cancellation of certificates for a like number of 
shares. 
	SECTION 3.  Form of Certificates; Procedure.  The Board of Directors 
shall have power and authority to determine the form of stock certificates 
(except in so far as prescribed by law), and to make all such rules and 
regulations, as they may deem expedient concerning the issue, transfer and 
registration of said certificates, and to appoint one or more transfer 
agents or registrars to countersign and register the same. 
	SECTION 4.  Record Dates for Dividends and Stockholders' Meetings.  
The Board of Directors may fix the time, not exceeding twenty days 
preceding the date of any meeting of stockholders, any dividend payment 
date or any date for the allotment of rights, during which the books of the 
Corporation shall be closed against transfers of stock, or the Board of 
Directors may fix a date not exceeding ninety days preceding the date of 
any meeting of 

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stockholders, 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 entitled to receive such 
dividends or rights, as the case may be, and 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, as the case may be.  In the case of a 
meeting of stockholders the record date shall be fixed not less than ten 
days prior to the date of the meeting. 
	SECTION 5.  Lost and Destroyed Certificates.  The holder of any 
shares of this Corporation shall immediately notify it of any loss or 
destruction of the stock certificate representing such shares.  A new 
certificate may be issued upon satisfactory proof of the loss, or 
destruction, and delivery to this Corporation of a bond which shall be in 
such form, contain such terms and provisions, and have such surety or 
sureties as the officers of this Corporation may direct. 
			    
			    ARTICLE X 

			     NOTICE. 

	SECTION 1.  Notice to Stockholders.  Whenever by law or these bylaws 
notice is required to be given to any stockholder, such notice may be given 
to each stockholder by leaving the same with him or at his residence or 
usual place of business, or by mailing it, postage prepaid, and addressed 
to him at his address as it appears on the books of the Corporation.  Such 
leaving or mailing of notice shall be deemed the time of giving such 
notice. 
	SECTION 2.  Notice to Directors and Officers.  Whenever by law or 
these bylaws notice is required to be given to any director or officer, 
such notice may be given in any one of the following ways:  by personal 
notice to such director or officer, by telephone communication with such 
director or officer personally, by wire addressed to such director or 
officer at his then address or at his address as it appears on the books of 
the Corporation, or by depositing the same in writing in the post office or 
in a letter box in a post-paid, sealed wrapper addressed 

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to such director or officer at his then address or at his address as it 
appears on the books of the Corporation; and the time when such notice 
shall be mailed or consigned to a telegraph company for delivery shall be 
deemed to be the time of the giving of such notice. 
	SECTION 3.  Waiver of Notice.  Notice to any stockholder or director 
of the time, place and purpose of any meeting of stockholders or directors 
required by these bylaws may be dispensed with if such stockholder shall 
either attend in person or by proxy, or if such director shall attend in 
person, or if such absent stockholder or director shall, in writing filed 
with the records of the meeting either before or after the holding thereof, 
waive such notice. 
	
			    ARTICLE XI 
	
	      VOTING OF STOCK IN OTHER CORPORATIONS.

	Any stock in other corporations, which may from time to time be held 
by the Corporation may be represented and voted at any meeting of 
stockholders of such other corporations by the Chairman of the Board, 
Vice-Chairman of the Board, President, or a Vice President or by proxy or 
proxies appointed by any one of said officers or otherwise pursuant to 
authorization thereunto given by a resolution of the Board of Directors 
adopted by a vote of the majority of the Directors.
	
			    ARTICLE XII 
	
			    AMENDMENTS.

	These bylaws may be added to, altered, amended, repealed or suspended 
by a majority vote of the entire Board of Directors at any regular meeting 
of the Board or at any special meeting called for that purpose.  Any action 
of the Board of Directors in adding to, altering, amending, repealing or 
suspending these bylaws shall be reported to the stockholders at the next 
annual meeting and may be changed or rescinded by majority vote of all of 
the stock then outstanding and entitled to vote.  In no event shall the 
Board of Directors have any power to amend this Article. 

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