EXHIBIT #3. 5

                             AMERICAN BANCORPORATION
                    1988 AMENDMENT TO THE CODE OF REGULATIONS

     A  meeting  of the  shareholders  of  American  Bancorporation  was held on
December  15, 1988,  at which  meeting a quorum of  shareholders  was present in
person  or by  proxy,  and by the  affirmative  vote of the  holders  of  shares
entitling  them to exercise  79.5% of the voting power of the  corporation,  the
following resolution to amend the Code of Regulations was adopted.

     BE IT RESOLVED,  that the Code of Regulations of American Bancorporation be
and the same are hereby  amended so that Article IV and Section 5 thereof  shall
henceforth  be  amended to include a new  second  sentence  which  shall read as
follows:

          "The Chairman of the Board shall be the Chief Executive Officer of the
          Corporation  and shall  hold that  title in  addition  to the title of
          Chairman of the Board."