TRANSFINANCIAL HOLDINGS, INC.

                         CERTIFICATE OF DESIGNATIONS OF
                            SERIES A PREFERRED STOCK

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

     We, Timothy P. O'Neil, President, and Mark A. Foltz, Corporate Secretary,
of TransFinancial Holdings, Inc. (the "Corporation"), a corporation organized
and existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions thereof, DO HEREBY CERTIFY:

     That pursuant to authority expressly vested in the Board of Directors of
the Corporation by the provisions of the Restated Certificate of Incorporation
of the Corporation, the Board of Directors on July 14, 1998 adopted the
following resolutions creating a series of One Hundred Thousand (100,000) shares
of Preferred Stock, $.01 par value per share, of the Corporation ("Preferred
Stock") designated as Series A Preferred Stock:

          RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation by the provisions of Restated Certificate of
Incorporation of the Corporation, there is hereby created a series of Preferred
Stock designated as Series A Preferred Stock, consisting of One Hundred Thousand
Shares (100,000) shares of the authorized but unissued shares of preferred
stock, $.01 par value per share, of the Corporation; and

          FURTHER RESOLVED, that the Series A Preferred Stock shall have the
powers, designations, preferences and relative, participating, optional or other
rights and the qualifications, limitations or restrictions set forth in Appendix
I attached hereto.
     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by its President and attested by its Secretary on this
15th day of July, 1998.

TRANSFINANCIAL HOLDINGS, INC.


By: /s/Timothy P. O'Neil

Timothy P. O'Neil
President

ATTEST:


/s/ Mark A. Foltz

Mark A. Foltz
Corporate Secretary






APPENDIX I

RELATIVE RIGHTS AND PREFERENCES OF
SERIES A PREFERRED STOCK

     1.  Designation.  One Hundred Thousand (100,000) authorized and unissued
shares of preferred stock, $.01 par value per share, of the Corporation are
hereby designated as "Series A Preferred Stock" ("Series A").
     2.  Dividends.

          (a)  Each holder of a share of Series A shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for that purpose, subject to adjustment as hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions (except any Excluded Dividend), declared (but not withdrawn) on
the Common Stock, $.01 par value per share, of the Corporation (the "Common
Stock"), at any time after July 14, 1998 (the "Rights Dividend Declaration
Date").  As used herein, an "Excluded Dividend" shall mean a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise).

          (b)  Except with respect to an Excluded Dividend, the Corporation
shall declare a dividend or distribution on the Series A as provided in
paragraph (a) above concurrently with or immediately after it declares a
dividend or distribution on the Common Stock, and such dividend or distribution
shall be payable concurrently with the dividend or distribution on the Common
Stock.  Except with respect to an Excluded Dividend, the Corporation shall not
pay a dividend or make a distribution to holders of Common Stock unless the
Corporation concurrently pays a dividend or makes a distribution to holders of
the Series A in accordance with paragraph (a) above.

          (c)  In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series A were entitled
immediately prior to such event under paragraph (a) above shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     3.  Voting Rights.  In addition to any other voting rights required by law,
the holders of shares of Series A shall have the following voting rights:

          (a)  The holders of shares of Series A shall be entitled to 100 votes
for each share of Series A held on all matters submitted to a vote of the
stockholders of the Corporation.  In the event the Corporation shall at any time
after the Rights Dividend Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which holders of
shares of the Series A were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (b)  Except as otherwise provided herein or required by law, the
holders of shares of Series A and the holders of shares of Common Stock shall
vote together as one class on all matters submitted to a vote of stockholders of
the Corporation.

          (c)  Except as otherwise provided herein or required by law, the
holders of shares of Series A shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of shares of Common Stock as set forth herein or as otherwise
required by law) for the taking of any corporate action.

     4.  Reacquired Shares.  Any shares of Series A purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof.  All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock, and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein, in the Restated Certificate of
Incorporation, in any other Certificate of Designations establishing a series of
Preferred Stock or any similar stock or as otherwise required by law.

     5.  Liquidation, Dissolution or Winding Up.

          (a)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the shares of the
Series A shall be entitled to receive the greater of (i) $100.00 per share
($1.00 per one one-hundredth of a share), or (ii) an amount per share, subject
to adjustment as hereinafter set forth, equal to 100 times the aggregate amount
to be distributed per share to holders of Common Stock.  No distribution upon
liquidation, dissolution or winding up shall be made to holders of shares of
Common Stock or holders of any other shares of stock ranking junior to the
Series A with respect to the distribution of assets upon liquidation,
dissolution or winding up until all holders of shares of Series A shall have
received the amounts to which such holders are entitled under this Section.

          (b)  In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount to which holders of shares of Series A were entitled
immediately prior to such event pursuant to clause (ii) of paragraph (a) above
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     6.  Consolidation, Merger, etc.

          (a)  In the event the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such event shares of Series A shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged.

          (b)  In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in paragraph (a) above with respect to the
exchange or change of shares of the Series A shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     7.  Ranking.  Nothing herein shall preclude the Board of Directors of the
Corporation from creating any series of Preferred Stock or any similar stock
ranking on a parity with or prior to Series A shares as to the payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up.

     8.  Redemption.  Shares of Series A shall not be redeemable at the option
of the Corporation or any holder thereof.  Notwithstanding the foregoing
sentence of this Section, the Corporation may acquire shares of Series A in any
other manner permitted by law and the Restated Certificate of Incorporation and
By-laws of the Corporation.

     9.  Conversion.  Shares of Series A are not convertible into shares of any
other class or series of stock of the Corporation.

     10.  Amendment.  The Restated Certificate of Incorporation of the
Corporation, including without limitation the provisions hereof, shall not
hereafter be amended, either directly or indirectly, or through merger,
consolidation or share exchange with another corporation or entity, in any
manner which would alter or change the powers, preferences or special rights of
the Series A so as to affect the holders thereof adversely, without the
affirmative vote of the holders of a majority of the shares of Series A, voting
separately as a class.

     11.  Fractional Shares.  The Series A may be issued in fractions of a share
which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of shares
of the Series A.