United States
		  SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
				FORM 10-K
(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
	EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 1996                                
			  ----------------------------------------------------
	OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
	EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                       to                    
			       ----------------------  -----------------------
    
Commission file number                       0-5127                        
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		     MERCANTILE BANKSHARES CORPORATION
	 ------------------------------------------------------
	 (Exact name of registrant as specified in its charter)

	   MARYLAND                                       52-0898572        
	------------------------------         -------------------------------
   
	State or other jurisdiction of          (I.R.S. Employer
	incorporation or organization                   Identification No.)

TWO HOPKINS PLAZA, P. O. BOX 1477, BALTIMORE, MARYLAND     21203           
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	(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code      (410) 237-5900      
						  ----------------------------
    
Securities registered pursuant to Section 12(b) of the Act:

	Title of each class       Name of each exchange on which registered
	    NONE                                   NONE  
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	Securities registered pursuant to section 12(g) of the Act:
		    COMMON STOCK ($2 PAR VALUE)                    
	-----------------------------------------------------------
			 (Title of class)
		  PREFERRED STOCK PURCHASE RIGHTS                   
   ---------------------------------------------------------------------
			 (Title of class)

	Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13  or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days. Yes    X    
								  ----------
No          
  ----------

	Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. [X]
									   
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	At February 28, 1997, the aggregate market value of shares of Common 
Stock held by non-affiliates of Registrant (including fiduciary accounts 
administered by affiliates) was $1,739,027,849 based on the last sale price 
on the Nasdaq National Market on February 28, 1997. 

	As of February 28, 1997, 47,443,251 shares of common stock were 
outstanding.  
	DOCUMENTS INCORPORATED BY REFERENCE:  Parts I, II and IV - Portions 
of Registrant's Annual Report to Stockholders for year ended December 31, 
1996, as indicated, Part III - Definitive Proxy Statement of Registrant 
filed with the Securities and Exchange Commission under Regulation 14A.

Page 1


			    PART I 

ITEM 1.  BUSINESS
			    GENERAL
 

	Mercantile Bankshares Corporation ("Mercshares") was incorporated 
under the laws of Maryland on May 27, 1969.  Mercshares is a bank holding 
company registered under the Bank Holding Company Act of 1956 and, as of 
December 31, 1996, owned substantially all of the outstanding shares of 
capital stock of twenty-one banks (the "Affiliated Banks"):  The Annapolis 
Banking and Trust Company ("Annapolis"), Baltimore Trust Company 
("Baltimore Trust"), Bank of Southern Maryland ("Southern"), Calvert Bank 
and Trust Company ("Calvert"), The Chestertown Bank of Maryland 
("Chestertown"), The Citizens National Bank ("Citizens"), County Banking & 
Trust Company ("County"), The Eastville Bank ("Eastville"), Farmers & 
Merchants Bank - Eastern Shore ("Farmers & Merchants"), The Fidelity Bank 
("Fidelity"), The First National Bank of St. Mary's ("First National"), The 
Forest Hill State Bank ("Forest Hill"), Fredericktown Bank & Trust Company 
("Fredericktown"), Mercantile-Safe Deposit and Trust Company ("Merc-Safe"), 
The National Bank of Fredericksburg ("Fredericksburg"), Peninsula Bank 
("Peninsula"), The Peoples Bank of Maryland ("Peoples"), Potomac Valley 
Bank ("Potomac"), St. Michaels Bank ("St. Michaels"), The Sparks State Bank 
("Sparks Bank") and Westminster Bank and Trust Company of Carroll County 
("Westminster").  Mercshares also owns all of the outstanding shares of 
Mercantile Mortgage  Corporation, a mortgage banking company, MBC Agency, 
Inc., an insurance agency, and MBC Realty, Inc., which owns and operates 
various properties used by Merc-Safe.  Merc-Safe owns all of the 
outstanding shares of Hopkins Plaza Agency, Inc., which acts as agent in 
the sale of fixed rate annuities, and MBC Leasing, Inc. (formed in 1996), 
which provides tax oriented and finance leases of equipment.  MBC Agency, 
Inc., owns all of the outstanding shares of Mercantile Life Insurance 
Company, which is in the business of reinsuring credit insurance

Page 2


made available through the Affiliated Banks.  Mercantile Mortgage 
Corporation owns all of the outstanding shares of Benchmark Appraisal 
Group, Inc. which appraises real property in connection with loans made by 
Mercantile Mortgage Corporation, certain of the Affiliated Banks, and 
others.  The Affiliated Banks, Mercantile Mortgage Corporation, MBC Agency, 
Inc., Mercantile Life Insurance Company, MBC Realty, Inc., Hopkins Plaza 
Agency, Inc. MBC Leasing, Inc. and Benchmark Appraisal Group, Inc. are 
herein referred to as "Affiliates."  For information on the location and 
number of offices of the Affiliated Banks and Mercantile Mortgage 
Corporation, at December 31, 1996, see pages 49 to 55 of Registrant's 
Annual Report to Stockholders for the year ended December 31, 1996, which 
information is incorporated by reference herein.
	Mercshares periodically reviews and considers possible acquisitions 
of banks and corporations performing related activities and discusses such 
possible acquisitions with managements of the subject companies, and such 
acquisitions may be made from time to time.  Such acquisitions are normally 
subject to regulatory approval.
	In October, 1996, Mercshares entered into an agreement to acquire all 
the outstanding shares of Home Bank, Newark, Maryland.  Under terms of the 
agreement, Mercshares will issue up to 475,218 shares of its common stock 
representing an exchange of 2.6 shares for each outstanding share of the 
common stock of Home Bank.  
	In December, 1996, Mercshares entered into an agreement to acquire 
all the outstanding shares of Farmers Bank of Mardela Springs, Mardela 
Springs, Maryland.  Under terms of the agreement, Mercshares will issue up 
to 115,035 shares of its common stock, representing an exchange of 1.25 
shares for each outstanding share of the common stock of Farmers Bank.  
	It is anticipated that these affiliations will be completed during 
1997, by mergers of Home Bank and Farmers Bank into Peninsula.  The 
affiliations have 

Page 3


been approved by the respective shareholders of Home Bank and Farmers Bank 
and regulatory approvals are pending.  Each affiliation is expected to be 
accounted for as a purchase.

			   OPERATIONS

	The Affiliated Banks are engaged in a general commercial and retail 
banking business with normal banking services, including acceptance of 
demand, savings and time deposits and the making of various types of loans. 
 Merc-Safe offers a full range of personal trust services, investment 
management services and (for corporate and institutional customers), 
investment advisory, financial and pension and profit sharing services.  As 
of December 31, 1996, assets under the investment supervision of 
Merc-Safe's trust division had an estimated value of $10.9 billion, assets 
held in its personal and corporate custody accounts had an estimated value 
of $16.5 billion and assets held in escrow accounts had an estimated value 
of $15.1 million. 
	Mercantile Mortgage Corporation, through offices in Maryland and 
Delaware, arranges for and services various types of mortgage loans as 
principal and as agent primarily for non-affiliated institutional investors 
and also for the Affiliated Banks.  Benchmark Appraisal Group, Inc. 
appraises real property in connection with loans made by Mercantile 
Mortgage Corporation, certain of the Affiliated Banks, and others.
	Mercantile Pennsylvania Corporation, which made various commercial 
extensions of credit in Pennsylvania, has been merged into Merc-Safe.  Its 
operations will be continued by a Merc-Safe branch office in Pennsylvania. 
	Hopkins Plaza Agency, Inc. acts as agent in the sale of fixed rate 
annuities, and MBC Leasing, Inc. provides tax oriented and finance leases 
of equipment.
	MBC Agency, Inc., provides, under group policies, credit life 
insurance in connection with extensions of credit by Affiliated Banks.  
Mercantile Life

Page 4


Insurance Company, which is owned by MBC Agency, Inc., reinsures the 
insurance 
provided by that Company.
	
		       STATISTICAL INFORMATION

 
	The statistical information required in this Item 1 is incorporated 
by reference to the information appearing in Registrant's Annual Report to 
Stockholders for the year ended December 31, 1996, as follows: 
 

DISCLOSURE REQUIRED BY GUIDE 3           REFERENCE TO 1996 ANNUAL REPORT 
------------------------------           -------------------------------------

(I)     Distribution of Assets, 
	Liabilities and Stockholder  
	Equity; Interest Rates and  
	Interest Differential .........  Analysis of Interest Rates and 
					 Interest Differentials (pages 8-9)
			      .........  Rate/Volume Analysis (page 10)
			      .........  Non-performing Assets (pages 16-17)
 
(II)    Investment Portfolio  .........  Bond Investment Portfolio (page 13)

(III)   Loan Portfolio        .........  Year-End Loan Data (page 45)
			      .........  Loan Maturity Schedule (page 18) 
			      .........  Asset/Liability and Liquidity   
					 Management (pages 19-20)
			      .........  Non-performing Assets (pages 16-17) 
 
(IV)    Summary of Loan Loss
	Experience            .........  Allowance for Loan Losses 
					 (pages 15-16)
					 and Credit Risk Analysis (page 14)
			 
			      .........  Allocation of Allowance for Loan 
					 Losses (page 15) 

(V)     Deposits              .........  Analysis of Interest Rates and 
					 Interest Differentials (pages 8-9) 
			      .........  Notes to Financial Statements, 
					 Note 5 - Deposits (page 33) 

(VI)    Return on Equity
	and Assets            .........  Return on Equity and Assets (page 47)

 
(VII)   Short-Term Borrowings .........  Notes to Financial Statements, 
					 Note 6 (page 34)

Page 5


			    EMPLOYEES

	
At December 31, 1996, Mercshares and its Affiliates had approximately 804 
officers and 2,009 other employees. 
	
			  COMPETITION

	The banking business, in all of its phases, is highly competitive.  
Within their service areas, the Affiliated Banks compete with commercial 
banks (including local banks and branches or affiliates of other larger 
banks), savings and loan associations and credit unions for loans and 
deposits, and with insurance companies and other financial institutions for 
various types of loans.  The Affiliated Banks also face competition for 
commercial and retail banking business from banks and financial 
institutions located outside their service areas.  The Riegle-Neal 
Interstate Banking and Branching Efficiency Act of 1994 (the "1994 
Interstate Act"), which became law September 29, 1994, provided, among 
other things that, over time, bank holding companies that are adequately 
capitalized and managed will be permitted to acquire banks in any state, 
preempting essentially all state laws prohibiting interstate bank 
acquisitions and mergers, subject to certain state "opt-out" rights with 
respect to interstate mergers, as well as certain state "opt-in" rights 
with respect to other vehicles for interstate branching and with respect to 
acceleration of the interstate merger provisions of the 1994 Interstate 
Act.  Maryland, Virginia, Pennsylvania and numerous other states, have 
"opted-in" and generally accelerated these provisions, initially on a 
reciprocal basis, to the full extent permitted by the 1994 Interstate Act. 
 As a result of this and other provisions of the Interstate Act and related 
state actions, competition may increase.  
	While Mercshares is the second largest bank holding company 
headquartered in Maryland, it is the largest independent bank holding 
company in the state.  Its largest subsidiary, Merc-Safe, is the fifth 
largest commercial bank in 

Page 6


Maryland.  During 1996, Mercshares also competed with Maryland-based bank 
subsidiaries of the first, second, fourth and sixth largest bank holding 
companies in the United States as well as banking subsidiaries of other 
non-Maryland bank holding companies.  Measured in terms of assets under 
investment supervision, Merc-Safe believes it is one of the largest trust 
institutions in the southeastern United States.  Merc-Safe competes for 
various classes of fiduciary and investment advisory business with other 
banks and trust companies, insurance companies, investment counseling 
firms, mutual funds and others. 
	Mercantile Mortgage Corporation and Benchmark are relatively small 
competitors in their areas of activity.  MBC Agency, Inc. is limited to 
providing credit life, health and accident insurance in connection with 
credit extended by the Affiliated Banks.  Hopkins Plaza Agency, Inc. and 
MBC Leasing, Inc. commenced business in 1996 and are small competitors in 
their areas of activity.
		     
		     SUPERVISION AND REGULATION

MERCSHARES

	Mercshares, as a registered bank holding company, is subject to 
regulation and examination by the Board of Governors of the Federal Reserve 
System under the Bank Holding Company Act of 1956 (the "Act") and is 
required to file with the Board of Governors quarterly and annual reports 
and such additional information as the Board of Governors may require 
pursuant to the Act.  With various exceptions, Mercshares is prohibited 
from acquiring direct or indirect ownership or control of more than 5% of 
any class of the voting shares of any company which is not a bank or bank 
holding company and from engaging in any business other than that of 
banking or of managing or controlling banks or of furnishing services to, 
or performing services for, its Affiliated Banks.  The

Page 7


Act and Regulations promulgated under the Act require prior approval of the 
Board of Governors of the Federal Reserve System of the acquisition by 
Mercshares of more than 5% of any class of the voting shares of any 
additional bank.  
	Further, under Section 106 of the 1970 Amendments to the Act and the 
Board's Regulations, bank subsidiaries of bank holding companies are 
prohibited from engaging in certain tie-in arrangements with bank holding 
companies and their non-bank subsidiaries in connection with any extension 
of credit or provision of any property or services. 
	The Act, generally, restricts activities of all bank holding companies 
and their subsidiaries to banking, and the business of managing and 
controlling banks, and to other activities which are determined by the 
Board of Governors of the Federal Reserve System to be so closely related 
to banking or managing or controlling banks as to be a proper incident 
thereto.  Mercshares is also subject to certain restrictions with respect 
to engaging in the securities business. 
	It is Federal Reserve Policy that a bank holding company should serve 
as a source of financial and managerial strength for and commit resources 
to support each of its subsidiary banks even in circumstances in which it 
might not do so (or may not legally be required or financially able to do 
so) absent such a policy.  
	Changes in control of Mercshares and its Affiliated Banks are 
regulated under the Bank Holding Company Act of 1956, the Change in Bank 
Control Act of 1978 and various state laws. 

AFFILIATED BANKS

	All Affiliated Banks, with the exception of Citizens, Baltimore Trust, 
Eastville, Farmers & Merchants, First National and Fredericksburg are 
Maryland banks, subject to the banking laws of Maryland and to regulation 
by the 

Page 8


Commissioner of Financial Regulation of Maryland, who is required by 
statute to make at least one examination in each calendar year (or at 18-
month intervals if the Commissioner determines that an examination is 
unnecessary in a particular calendar year).  Their deposits are insured by, 
and they are subject to certain provisions of Federal law and regulations 
and examination by, the Federal Deposit Insurance Corporation. 
	In addition, Annapolis, Forest Hill and St. Michaels are members of 
the Federal Reserve System, and are thereby subject to regulation by the 
Board of Governors of that System. 
	Citizens, First National and Fredericksburg are national banks subject 
to regulation and regular examination by the Comptroller of the Currency in 
addition to regulation and examination by the Board of Governors of the 
Federal Reserve System and the Federal Deposit Insurance Corporation, which 
insures their deposits.
	Eastville and Farmers & Merchants are Virginia banks, subject to the 
banking laws of Virginia and to regulation by its State Corporation 
Commission, which is required by statute to make at least one examination 
in every three year period.  Their deposits are insured by, and they are 
subject to certain provisions of Federal law and regulation and examination 
by, the Federal Deposit Insurance Corporation.
	Baltimore Trust is a Delaware bank, subject to the banking laws of 
Delaware and to regulation by the Delaware State Bank Commissioner, who is 
required by statute to make periodic examinations.  Its deposits are 
insured by, and it is subject to certain provisions of Federal law and 
regulation and examination by the Federal Deposit Insurance Corporation.
	Mercshares and its Affiliates are subject to the provisions of Section 
23A of the Federal Reserve Act which limit the amount of loans or 
extensions of credit to, and investments in, Mercshares and its nonbanking 
Affiliates by the 

Page 9


Affiliated Banks, and Section 23B of the Federal Reserve Act which requires 
that transactions between the Affiliated Banks and Mercshares and its 
nonbanking Affiliates be on terms and under circumstances that are 
substantially the same as with non-affiliates.  Under the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989, there are 
circumstances under which Affiliated Banks could be responsible to the 
Federal Deposit Insurance Corporation for losses incurred by it with 
respect to other Affiliated Banks.

OTHER AFFILIATES
	
	As affiliates of Mercshares, the nonbanking Affiliates are subject to 
examination by the Board of Governors of the Federal Reserve System and, as 
affiliates of the Affiliated Banks, they are subject to examination by the 
Federal Deposit Insurance Corporation and the Commissioner of Financial 
Regulation of Maryland.  In addition, MBC Agency, Inc., Mercantile Life 
Insurance Company and Hopkins Plaza Agency, Inc. are subject to licensing 
and regulation by state insurance authorities. 

RECENT BANKING LEGISLATION

	The 1994 Interstate Act made a number of major changes that will have 
a significant effect on the operations of banks.  Although there are 
numerous provisions, the principal elements include those summarized below.
	Commencing September 29, 1995, bank holding companies that are 
adequately capitalized and managed are permitted to acquire banks in any 
state, essentially preempting state laws prohibiting interstate bank 
acquisitions.  Commencing June 1, 1997, adequately capitalized and managed 
banks will be able to engage in interstate branching by merging banks in 
different states.  States may elect not to permit such merger generated 
branching by adopting specific legislation before June 1, 1997 in which 
case out-of-state banks generally will not be able to branch into such 
states, and banks headquartered in such states generally will 

Page 10


not be permitted to branch into other states.  In addition, states may 
elect to permit such branching earlier by adopting specific legislation to 
that effect prior to June 1, 1997, which must apply equally to all out-of-
state banks and permit interstate merger transactions with all out-of-state 
banks.  States may also elect, by legislation, to permit acquisitions of 
existing branches of banks by out-of-state banks without the acquisition of 
the entire bank.
	With respect to both interstate acquisitions and branching through 
mergers, states may require that banks to be acquired have been in 
existence for a period of time (not more than five years), may limit, on a 
non-discriminatory basis, the percent of deposits within a state that may 
be held by a bank, or bank holding company, and may adopt, on a non-
discriminatory basis, laws relating to the operations of a bank within the 
state.  The Federal Reserve Board may not permit an acquisition, and the 
responsible federal agency may not permit a merger, that would result in 
the acquiring institution controlling more than 10% of total insured 
deposits in the U. S., or 30% of a state's insured deposits (other than in 
connection with an initial entry into a state or with an interstate merger 
involving affiliated banks), although this 30% limit may be increased or 
decreased by a state on a non-discriminatory basis.  The pertinent federal 
agencies must take into account the acquiring institution's record under 
the Community Reinvestment Act and any applicable state community 
reinvestment laws.  States may impose filing requirements and may continue 
to regulate intrastate branching in a non-discriminatory way, examine banks 
and branches operated in that state, impose non-discriminatory notification 
and reporting requirements, adopt laws relating to community reinvestment, 
consumer protection and fair lending, and exercise taxing authority.
	The appropriate federal banking agency may also permit an adequately 
capitalized and managed bank to open and operate an interstate branch de 
novo in any state that has a law that applies equally to all banks and 
expressly permits all out-of-state banks to open and operate such a branch, 
provided the bank complies with state filing and community reinvestment 
requirements.
	Commencing September 29, 1995, subsidiaries of the same bank holding 

Page 11


company may act as agents for one another in receiving deposits, closing 
and servicing loans and accepting loan payments without being deemed 
branches, but the new authority does not extend to originating or approving 
loans or opening deposit accounts.
	Generally, foreign banks will be allowed to engage in interstate 
banking in the same way as domestic banks without establishing U. S. bank 
subsidiaries.
	There are many other provisions of the 1994 Interstate Act, such as 
prohibitions against interstate branches being operated primarily to 
produce deposits, requiring hearings on closing of certain branches, and 
requiring separate evaluations and ratings of a bank's Community 
Reinvestment Act performance in each state in which it operates, and 
separate evaluations for each metropolitan area and for the remaining non-
metropolitan area in which the bank maintains a branch.
	Although the 1994 Interstate Act, and regulations implementing its 
provisions, become effective over a multi-year period so that the ultimate 
impact cannot now be predicted, it is clear that it will have a substantial 
impact on the manner in which the banking business in the United States is 
conducted.  In this regard also, Maryland, Virginia, Pennsylvania and 
numerous other states, have adopted legislation accelerating implementation 
of the interstate merger provisions of the 1994 Interstate Act and "opting-
in" to its provisions with respect to interstate de novo branching and 
interstate acquisition of existing branches without acquisition of the 
whole institution.  Generally speaking, these "opt-in" provisions are 
initially on a reciprocal basis.
	In addition, the Riegle Community Development and Regulatory 
Improvement Act of 1994, which contains a number of provisions affecting 
the operations of financial institutions, became law September 23, 1994.  
Among these provisions are those that, (1) establish a Community 
Development Financial Institutions Fund to promote economic revitalization 
and development in communities considered to be financially underserved, 
through investment in Community Development Financial Institutions, (2) add 
additional protections to individuals entering into reverse mortgage 
transactions and "high cost" mortgage transactions, (3) remove certain 

Page 12


existing impediments to the securitization of small business loans and 
leases in an effort to improve access to capital by small businesses, (4) 
reduce or simplify administrative requirements, previously imposed by 
regulations, of financial institutions to the extent consistent with safe 
and sound banking practices, (5) reduce and revise reporting requirements 
relating to money laundering, (6) improve compliance with the National 
Flood Insurance Program by lenders and secondary market purchasers in order 
to increase participation nationally by individuals with mortgaged homes or 
businesses in special flood hazard areas who have not purchased or 
maintained flood insurance coverage, and (7) ameliorate certain provisions 
of Section 39 of the Federal Deposit Insurance Act relating to the 
establishment of regulatory requirements with respect to asset quality, 
among other things.  Regulations and standards designed to implement 
certain provisions of this law have been issued.  The various provisions of 
this Act should facilitate the operations of banks but their overall impact 
cannot be predicted.
	More recently, the "Economic Growth and Regulatory Paperwork Reduction 
Act of 1996" made numerous changes in Federal banking laws to recapitalize 
the Savings Association Insurance Fund ("SAIF"), provide regulatory burden 
relief, amend the Fair Credit Reporting Act, and limit lender liability for 
environmental cleanup.  The recapitalization of SAIF requires certain 
payments by banks to help pay interest on the bonds that funded the initial 
capitalization of SAIF and mandates regulatory actions to prevent the 
shifting of deposits from SAIF to the Bank Insurance Fund ("BIF").  It also 
provides for the merger of SAIF and BIF on January 1, 1999, but only if no 
insured depository institution is a savings association on that date and 
with no merger provision otherwise, and mandates a Treasury Department 
study on the development of a common charter for all insured depository 
institutions.  The provisions designed to provide regulatory relief 
establish expedited procedures to permit bank holding companies to engage 
in permissible non-banking activities and alleviate some of the constraints 
in the Depository Institution Management Interlocks Act.  

Page 13


	In addition, the Board of Governors of the Federal Reserve System 
recently adopted numerous changes to their existing procedures with respect 
to (1) the acquisition of banks and non-banks, (2) changes in bank control, 
(3) commencement of non-banking activity DE NOVO, (4) simplifying and 
expanding the regulatory list of permissible non-banking activities, (5) 
alleviating the tying rules, and (6) removing outmoded restrictions on bank 
holding company activity.  The Board of Governors of the Federal Reserve 
System has also recently adopted and proposed significant changes designed 
to facilitate entry of holding companies into the securities business 
within the confines of the Glass-Steagall Act.

		   EFFECTS OF MONETARY POLICY

	All commercial banking operations are affected by the Federal Reserve 
System's conduct of monetary policy and its policies change from time to 
time based on changing circumstances.  A function of the Federal Reserve 
System is to regulate the national supply of bank credit in order to 
achieve economic results deemed appropriate by its Board of Governors, 
including efforts to combat unemployment, recession or inflationary 
pressures.  Among the instruments of monetary policy used to implement 
these objectives are open market operations in the purchase and sale of 
U.S. Government securities, changes in the discount rate charged on bank 
borrowings and changes in reserve requirements against bank deposits.  
These means are used in varying combinations to influence the general level 
of interest rates and the general availability of credit.  More 
specifically, actions by the Board of Governors of the Federal Reserve 
influence the levels of interest rates paid on deposits and other bank 
funding sources and charged on bank loans as well as the level of 
availability of bank funds with which loans and investments can be made.
	The monetary policies of bank regulatory and other authorities have 
affected the operating results of commercial banks in the past and are 
expected to continue to do so in the future.  In view of changing 
conditions in the national economy, in the money markets, and in the 
relationships of international currencies, as well as the effect of 
legislation and of actions by monetary and 

Page 14


fiscal authorities, no prediction can be made as to possible future changes 
in interest rates, deposit levels, loan demand, or the business and 
earnings of the Affiliated Banks. 

ITEM 2.  PROPERTIES
	
	The main offices of Merc-Safe and Mercshares are located in a 21-story 
building at Hopkins Plaza in Baltimore owned by MBC Realty, Inc., a wholly 
owned subsidiary of Mercshares.  At December 31, 1996, approximately 
134,000 square feet were occupied by Merc-Safe and Mercshares.  At December 
31, 1996, Merc-Safe also occupied approximately 132,000 square feet of 
leased space in a building located in Linthicum, Maryland, in which its 
operations and certain other departments are located.  This building is 
also owned by MBC Realty, Inc.  Of the 18 banking and bank-related offices 
occupied by Merc-Safe, five are owned in fee, four are owned subject to 
ground leases and nine are leased with aggregate annual rentals of 
approximately $874,000, not including rentals for the main office and 
adjacent premises owned by MBC Realty, Inc.
	Of the 146 banking offices of the other Affiliated Banks, 82 are owned 
in fee, ten are owned subject to ground leases and 54 are leased, with 
aggregate annual rentals of approximately $2,855,000 as of December 31, 
1996.

ITEM 3.  LEGAL PROCEEDINGS
	
	There was no matter which is required to be disclosed in this Item 3 
pursuant to the instructions contained in the form for this Report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	
	No matter was submitted during the fourth quarter of the fiscal year 
covered by this report to a vote of security holders which is required to 
be disclosed pursuant to the instructions contained in the form for this 
Report.

Page 15


SPECIAL ITEM:  EXECUTIVE OFFICERS OF THE REGISTRANT
	The Executive Officers of Registrant are: 

NAME                            POSITION                        AGE
----------------------- -----------------------------------     --- 
H. Furlong Baldwin      Chairman of the Board and                65
			  Chief Executive Officer 
Edward K. Dunn, Jr.     President and Director                   61
Hugh W. Mohler          Executive Vice President                 51
Jay M. Wilson           Executive Vice President                 50
Alan D. Yarbro          General Counsel and Secretary            55

Terry L. Troupe         Chief Financial Officer and 
			  Treasurer                              49
Robert W. Johnson       Senior Vice President                    54
O. James Talbott, II    Senior Vice President                    53
 
 
	No family relationships, as defined by the Rules and Regulations of 
the Securities and Exchange Commission, exist among any of the Executive 
Officers. 
	All officers are elected annually by the Board of Directors and hold 
office at the pleasure of the Board. 
	Mr. Baldwin has been Chairman of the Board of Mercshares since 1984, 
and has been its Chief Executive Officer since 1976.  He has been Chairman 
of the Board and Chief Executive Officer of Merc-Safe since 1976. 
	Mr. Dunn has been President of Mercshares since 1991.  He has served 
as President and Chief Operating Officer of Merc-Safe since July, 1995.  He 
was Chairman of the Executive Committee of Mercshares and of Merc-Safe from 
1988 to 1991, and Vice Chairman of the Board of Merc-Safe from 1991 to 
1995.  
	Mr. Mohler was elected an Executive Vice President of Mercshares in 
March, 1994.  He was a Senior Vice President of Merc-Safe from March, 1994 
until September, 1994 when he was elected an Executive Vice President.  He 
was President and Chief Executive Officer of Peninsula from 1978 until 
February, 1994.
	Mr. Wilson was elected an Executive Vice President of Mercshares and 
Merc-Safe in September, 1994.  He was a consultant to U. S. Can Corporation 
from January, 1994 until September, 1994 and President and Chief Executive 
Officer of Steeltin Can Corporation from 1978 until January, 1994.  Mr. 
Wilson served as a Director of Mercshares and Merc-Safe from 1989 until 
September, 1994.

Page 16


	Mr. Yarbro has been General Counsel of Mercshares and Merc-Safe 
since April, 1996 and was elected Secretary of both companies in June, 
1996.   His prior employment was as a partner of Venable, Baetjer and 
Howard, LLP, where he practiced law for 29 years.
	Terry L. Troupe has been Chief Financial Officer of Mercshares and 
Merc-Safe, and Treasurer of Mercshares, since September, 1996.  He was Vice 
President and Chief Financial Officer of IREX Corporation, a specialty 
mechanical insulation contractor and distributor, from May, 1993 to May, 
1996.  Prior thereto, Mr. Troupe was Vice Chairman of Meridian Bancorp, 
Inc.
	Mr. Johnson has been Senior Vice President of Mercshares since 1989. 
 He has been a Vice President of Merc-Safe since 1982.
	Mr. Talbott has been a Senior Vice President of Mercshares since 
1989.  He has been a Vice President of Merc-Safe since 1977.
	
			    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
	 MATTERS 
	
	Information required by this Item 5 is incorporated by reference to 
the information appearing under the captions "Dividends" on page 22 and 
"Recent Common Stock Prices" on page 22 of the Registrant's Annual Report 
to Stockholders for the year ended December 31, 1996.
	The following information is given in response to Item 701 of 
Regulation S-K.  On December 10, 1996, one director of Mercshares received 
115 shares of Mercshares common stock, at fair market value in lieu of a 
cash retainer fee, under the Mercshares Retainer Stock Plan for Non 
Employee Directors.  The shares issuable under the Plan have not been 
registered under the Securities Act of 1933 in reliance on Release 33-6188 
(1980) and Release 33-6281 (1981).  The only potential Plan participants 
are 15 outside directors.  Mercshares common stock is actively traded on 
the Nasdaq National Market.  The maximum number of shares (300,000) 
issuable over ten years under the Plan is less than 1% of the total shares 
outstanding.

Page 17

ITEM 6.  SELECTED FINANCIAL DATA

	The information required by this Item 6 is incorporated by reference 
to the information appearing under the caption "Five Year Selected 
Financial Data" on page 45 of the Registrant's Annual Report to 
Stockholders for the year ended December 31, 1996.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
	 RESULTS OF OPERATION

	The information required by this Item 7 is incorporated by 
reference to the information appearing under the caption "Management's 
Discussion and Analysis of Financial Condition and Results of Operations" 
on pages 6 to 22 of the Registrant's Annual Report to Stockholders for the 
year ended December 31, 1996.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	
	The information required by this Item 8 and the auditor's report 
thereon are incorporated by reference to pages 23 to 44 of the Registrant's 
Annual Report to Stockholders for the year ended December 31, 1996.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
	 FINANCIAL DISCLOSURE

	There was no matter which is required to be disclosed in this Item 
9 pursuant to the instructions contained in the form for this Report.
	PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	
	The information required by this Item 10 with respect to the 
Executive Officers of Registrant appears in Part I of this Report.      
	The remaining information required by this Item 10 is incorporated 
by reference to the definitive proxy statement of Registrant filed with the 
Securities and Exchange Commission under Regulation 14A.

ITEM 11.  EXECUTIVE COMPENSATION

	The information required by this Item 11 is incorporated by reference 
to the definitive proxy statement of Registrant filed with the Securities 
and 

Page 18


Exchange Commission under Regulation 14A.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	
	The information required by this Item 12 is incorporated by reference 
to the definitive proxy statement of Registrant filed with the Securities 
and Exchange Commission under Regulation 14A.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	
	The information required by this Item 13, is incorporated by 
reference to the definitive proxy statement of Registrant filed with the 
Securities and Exchange Commission under Regulation 14A.
	
			    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)     The following documents are filed as part of this report, except as 
	indicated.  
	(1) (2)  The financial statements and schedules filed herewith or 
	incorporated by reference are listed in the accompanying Index to 
	Financial Statements.
	(3)  Exhibits filed herewith or incorporated by reference herein are 
	set forth in the following table prepared in accordance with Item 601 
	of Regulation S-K.
	
			  EXHIBIT TABLE

	(3)     Charter and by-laws
		A.      Charter of the Registrant (Exhibits 3-A(1) through 
			3-A(5) listed below are incorporated by reference to 
			Exhibits 3-A(1) through 3-A(5) to Form S-1 of the 
			Registrant, No. 2-39545, Exhibit 3-A(6) listed below 
			is incorporated by reference to Exhibit 3-A(6) of 
			Form S-1 of the Registrant, No. 2-41379, Exhibit 3-A(7)
			listed below is incorporated by reference to 
			Registrant's Annual Report on Form 10-K for the year 
			ended 1993, Exhibit 3-A(7), Commission File No. 0-5127,
			Exhibit 3-A(8) listed below is incorporated by 
			reference to Registrant's Annual Report on Form 10-K 
			for the year ended 

Page 19
			
			
			1993, Exhibit 3-A(8), Commission File No. 0-5127, 
			Exhibit 3-A(9) listed below is incorporated by 
			reference to Exhibit B attached to Exhibit 4-A of 
			Form 8-K of Registrant filed September 27, 1989, 
			Commission File No. 0-5127, Exhibit 3-A(10) listed 
			below is incorporated by reference to 
			Exhibit B attached to Exhibit 4-A of Form 8-K of the 
			Registrant filed January 9, 1990, Commission File 
			No. 0-5127, and Exhibit 3-A(11) listed below is 
			incorporated by reference to Exhibit 3-A(11) of the 
			Annual Report on Form 10-K for the year ended 
			December 31, 1990, Commission File No. 0-5127).
			(1)  Articles of Incorporation effective May 27, 1969.
			(2)  Articles of Amendment effective June 6, 1969.
			(3)  Articles Supplementary effective August 28, 1970.
			(4)  Articles of Amendment effective December 14, 1970.
			(5)  Articles Supplementary effective May 10, 1971.
			(6)  Articles Supplementary effective July 30, 1971.
			(7)  Articles of Amendment effective May 8, 1986.
			(8)  Articles of Amendment effective April 27, 1988.
			(9)  Articles Supplementary effective September 13, 
			     1989.
			(10) Articles Supplementary effective January 3, 1990.
			(11) Articles of Amendment effective April 26, 1990.

		B.      By-Laws of the Registrant, as amended to date (filed 
			herewith).
	(4)     Instruments defining the rights of security holders, including
		indentures, Charter and by-laws:  See Item 14(a)(3) above.
		A.      Rights Agreement dated as of September 12, 1989 between
			Registrant and the Rights Agent, including Form of 
			Rights Certificate and Articles Supplementary 
			(Incorporated by reference to Form 8-K of the 
			Registrant filed September 27, 1989, Exhibit 4-A, 
			Commission File No. 0-5127).
		B.      First Amendment, dated as of December 31, 1989, to Rights
			Agreement dated as of September 12, 1989 between 
			Registrant and the Rights Agent, including amended Form 
			of Rights Certificate and amended Form of Articles 
			Supplementary (Incorporated by reference to Form 8-K of 
			the Registrant filed January 9, 1990, Exhibit 4-A, 
			Commission File No. 0-5127).
		C.      Second Amendment, dated as of September 30, 1993, to 
			Rights 

Page 20


			Agreement dated as of September 12, 1989 between 
			Registrant and the Rights Agent, including amended 
			Form of Rights Certificate (Incorporated by reference 
			to Form 8-K of the Registrant filed September 30, 1993,
			Exhibit 4-A, Commission File No. 0-5127).
		D.      Amendment No. 1 to Registrant's Registration 
			Statement on Form 8-B, amending description of 
			securities previously filed (Incorporated by reference
			to Form 8 filed December 20, 1991, Commission File 
			No. 0-5127).
	(10)    Material contracts
		A.      Mercantile Bankshares Corporation and Affiliates 
			Annual Incentive Compensation Plan, as amended through 
			March 14, 1995 (Incorporated by reference to 
			Registrant's Annual Report on Form 10-K for the year 
			ended December 31, 1994, Exhibit 10 A, Commission File
			No. 0-5127).
		B.      Dividend Reinvestment and Stock Purchase Plan of 
			Mercantile Bankshares Corporation (Incorporated by 
			reference to the Plan text included in the Form S-3 
			Registration No. 33-44376.)
		C.      Executive Employment Agreement dated March 24, 1982, 
			between Mercantile Bankshares Corporation, Mercantile-
			Safe Deposit and Trust Company and H. Furlong Baldwin, 
			as amended by Agreements dated March 13, 1984 and 
			December 13, 1988 (Incorporated by reference to 
			Registrant's Annual Report on Form 10-K for the year 
			ended December 31, 1989, Exhibit 10 D, Commission File
			No. 0-5127), as amended by Agreement dated January 29,
			1997 (filed herewith).
		D.      Deferred Compensation Agreement, including supplemental
			pension and thrift plan arrangements, dated 
			September 30, 1982, between Mercantile-Safe Deposit and
			Trust Company and H. Furlong Baldwin, as amended by 
			Agreements dated as of October 24, 1983, 
			March 13, 1984, January 1, 1987, December 8, 1987 and 
			January 

Page 21
			
			
			1, 1989 (Incorporated by reference to Registrant's 
			Annual Report on Form 10-K for the year ended 
			December 31, 1989, Exhibit 10 E, Commission File 
			No. 0-5127), as amended by Agreement dated 
			February 1, 1997 (filed herewith).
		E.      Mercantile Bankshares Corporation and Participating 
			Affiliates Unfunded Deferred Compensation Plan for 
			Directors, as amended through January 1, 1984 
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended 
			December 31, 1989, Exhibit 10 G, Commission File 
			No. 0-5127), as amended and restated by amendment 
			effective December 31, 1995 (Incorporated by reference
			to Registrant's Annual Report on Form 10-K for the 
			year ended December 31, 1995, Exhibit 10 F, Commission
			File No. 0-5127).
		F.      Mercantile Bankshares Corporation Employee Stock 
			Purchase Dividend Reinvestment Plan dated February 13,
			1995 (Incorporated by reference to Registrant's Annual
			Report on Form 10-K for the year ended December 31, 
			1994, Exhibit 10 I, Commission File No. 0-5127).
		G.      Deferred Compensation Agreement, including supplemental
			pension and thrift plan arrangements, dated September 
			30, 1982 between Mercantile-Safe Deposit and Trust 
			Company and Brian B. Topping, as amended by Agreements 
			dated as of October 24, 1983, March 13, 1984, January 
			1, 1987, December 8, 1987, and January 1, 1989 
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended December 31, 
			1989, Exhibit 10 N, Commission File No. 0-5127), and 
			as amended by Agreement dated July 12, 1996 
			(Incorporated by reference to Registrant's Quarterly 
			Report on Form 10-Q for the period ended September 30,
			1996, Exhibit 10 W, Commission File No. 0-5127).
		H.      Executive Employment Agreement dated March 13, 1984 
			between Mercantile Bankshares Corporation, Mercantile-
			Safe Deposit and 

Page 22


			Trust Company and Brian B. Topping as restated 
			September 13, 1988 and amended December 13, 1988 
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended December 31, 
			1993, Exhibit 10 L, Commission File No. 0-5127).
		I.      Executive Employment Agreement dated December 13, 1988
			between Mercantile Bankshares Corporation, Mercantile-
			Safe Deposit and Trust Company and Edward K. Dunn, Jr.
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for year ended December 31, 1993,
			Exhibit 10 M, Commission File No. 0-5127).
		J.      Executive Severance Agreements dated as of December 31,
			1989 between Mercantile Bankshares Corporation and
			Mercantile-Safe Deposit and Trust Company, and each of
			H. Furlong Baldwin, Edward K. Dunn, Jr. and Brian B. 
			Topping (Incorporated by reference to Registrant's 
			Annual Report on Form 10-K for the year ended December 
			31, 1989, Exhibit 10 Q, Commission File No. 0-5127), 
			as amended with respect to Mr. Baldwin by Agreement 
			dated January 29, 1997 (filed herewith).
		K.      Mercantile Bankshares Corporation Omnibus Stock Plan 
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended December 31,
			1990, Exhibit 10 O, Commission File No. 0-5127).
		L.      Supplemental Pension Agreement dated January 10, 1992
			between Mercantile Bankshares Corporation, Mercantile-
			Safe Deposit and Trust Company and Edward K. Dunn, Jr.
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended December 31,
			1991, Exhibit 10 P, Commission File No. 0-5127).
		M.      Supplemental Pension Agreement, dated February 10, 
			1995, between Mercantile Bankshares Corporation and 
			Mercantile-Safe Deposit and Trust Company, Peninsula
			Bank and Hugh W. Mohler 

Page 23
			
			
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended December 31, 
			1994, Exhibit 10 Q, Commission File No. 0-5127).
		N.      Mercantile Bankshares Corporation and Participating
			Affiliates Supplemental Cash Balance Executive 
			Retirement Plan, dated April 27, 1994, effective 
			January 1, 1994 (Incorporated by reference to 
			Registrant's Annual Report of Form 10-K for year ended
			December 31, 1994, Exhibit 10 R, Commission File 
			No. 0-5127).
		O.      Mercantile Bankshares Corporation and Participating 
			Affiliates Supplemental 401(k) Executive Retirement 
			Plan, dated December 13, 1994, effective January 1, 
			1995 (Incorporated by reference to Registrant's Annual
			Report on Form 10-K for the year ended December 31,
			1994, Exhibit 10 S, Commission File No. 0-5127).
		P.      Mercantile Bankshares Corporation Option Agreement with
			each of H. Furlong Baldwin (dated August 22, 1995 for
			80,000 options), Edward K. Dunn, Jr. (dated August 17,
			1995 for 45,000 options), Brian B. Topping (dated 
			August 23, 1995 for 35,000 options), Hugh W. Mohler
			(dated August 22, 1995 for 30,000 options) and Jay M.
			Wilson (dated August 18, 1995 for 30,000 options) the 
			Net Operating Income of each being that of Mercantile-
			Safe Deposit and Trust Company, (Incorporated by 
			reference to Registrant's Annual Report on Form 10-K 
			for the year ended December 31, 1995, Exhibit 10 Q, 
			Commission File No. 0-5127).
		Q.      Mercantile Bankshares Corporation Retainer Stock Plan 
			For Non-Employee Directors dated March 12, 1996 
			(Incorporated by reference to Registrant's Annual 
			Report on Form 10-K for the year ended December 31,
			1995, Exhibit 10 R, Commission File No. 0-5127).
		R.      Supplemental Cash Balance Plan and Thrift Agreement, 
			dated 

Page 24
			
			
			April 12, 1996, between Mercantile Bankshares 
			Corporation and Alan D. Yarbro (Incorporated by 
			reference to Registrant's Quarterly Report on 
			Form 10-Q for the period ended June 30, 1996, 
			Exhibit 10 S, Commission File No. 0-5127).
		S.      Executive Severance Agreement, dated as of April 24,
			1996, between Mercantile Bankshares Corporation and
			Alan D. Yarbro (Incorporated by reference to 
			Registrant's Quarterly Report on Form 10-Q for the 
			period ended June 30, 1996, Exhibit 10 T, Commission 
			File No. 0-5127).
		T.      Mercantile Bankshares Corporation Option Agreement with
			Alan D. Yarbro, dated April 26, 1996 (Incorporated by
			reference to Registrant's Quarterly Report for the 
			period ended June 30, 1996, Exhibit 10 U, Commission 
			File No. 0-5127).
		U.      Agreement, dated July 12, 1996, among Mercantile-Safe 
			Deposit and Trust Company, Brian B. Topping and 
			Mercantile Bankshares Corporation (Incorporated by 
			reference to Registrant's Quarterly Report on Form 10-Q
			for the period ended September 30, 1996, Exhibit 10 V,
			Commission File No. 0-5127).
	(13)    Annual Report to security holders for the year ended December 
		31, 1996 (filed herewith).
	(21)    Subsidiaries of the Registrant

		Information as to subsidiaries of the Registrant (filed 
		herewith)

	(23)    Consent

		Consent of Certified Public Accountants (filed herewith)

	(24)    Power of Attorney

		Power of Attorney dated March 11, 1997 (filed herewith)

(b)     No reports on Form 8-K were filed during the last quarter of the 
period covered by this Report.

Page 25


		   INDEX TO FINANCIAL STATEMENTS

The Report of Independent Certified Public Accountants as pertaining to the
	Consolidated Financial Statements of Mercantile Bankshares Corporation
	and Affiliates and related notes is incorporated by reference to 
	page 23 of the Registrant's Annual Report to Stockholders for the 
	year ended December 31, 1996.

Consolidated Financial Statements and related notes are incorporated by 
	reference to the Registrant's Annual Report to Stockholders for the 
	year ended December 31, 1996, and may be found on the pages of said 
	Report as indicated in parentheses:

	  Consolidated Balance Sheets, December 31, 1996 and 1995 (page 24)
	  Statement of Consolidated Income for the years ended December 31, 
	   1996, 1995 and 1994 (page 25)
	  Statement of Consolidated Cash Flows for the years ended December 31,
	   1996, 1995 and 1994 (pages 26 and 27)
	  Statement of Changes in Consolidated Stockholders' Equity for the
	   years ended December 31, 1996, 1995 and 1994 (page 28)
	  Notes to Consolidated Financial Statements (pages 29 to 44)

Supplementary Data:

	Quarterly Results of Operations are incorporated by reference to the
	  information appearing under the caption "Quarterly Results of 
	  Operations" on page 41 of the Registrant's Annual Report to 
	  Stockholders for the fiscal year ended December 31, 1996.

	Financial Statement Schedules are omitted because of the absence of 
	  the conditions under which they are required or because the 
	  information called for is included in the Consolidated Financial 
	  Statements or notes thereto.

Page 26


			    SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) of the Securities 
and Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

MERCANTILE BANKSHARES CORPORATION

By:     /S/ H. FURLONG BALDWIN                  March 27, 1997
	H. Furlong Baldwin, Chairman of the
	Board and Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated:

Principal Executive Officer

/S/ H. FURLONG BALDWIN                  March 27, 1997
H. Furlong Baldwin, Chairman of the
Board and Chief Executive Officer

Principal Financial Officer

/S/  TERRY L. TROUPE                    March 27, 1997
Terry L. Troupe
Chief Financial Officer

Principal Accounting Officer

/S/  JERRY F. GRAHAM                    March 27, 1997
Jerry F. Graham
Vice President and Controller



A majority of the Board of Directors:                                      
    
	Freeman A. Hrabowski, III, Christian H. Poindexter, Robert A. 
Kinsley, Thomas M. Bancroft, Jr., Bishop L. Robinson, Donald J. Shepard, 
Robert D. Kunisch, William R. Brody, Calman J. Zamoiski, Jr., B. Larry 
Jenkins, James A. Block, William C. Richardson.                            
							     
									   
					   
By:     /S/ H. FURLONG BALDWIN                  March 27, 1997
	H. Furlong Baldwin
	For Himself and as Attorney-in-Fact


Page 27