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 seventeen 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 8in
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.
     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
Treasurer and whenever deemed advisable by the Board one or more
executive vice presidents,
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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 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.
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     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 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
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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.

                          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.
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                           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 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
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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 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.
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     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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