Exhibit 3.(i)   


                            Certificate of Amendment
               by Shareholders to the Articles of Incorporation of
                             Ohio Valley Banc Corp.
                               (as filed with the
                             Ohio Secretary of State
                               on April 26, 1996)







         Prescribed by                               Charter No._______
         BOB TAFT, Secretary of State                Approved _________
         30 East Broad Street, 14th Floor            Date _____________
         Columbus, Ohio  43266-0418                  Fee ______________
[OBJECT OMITTED]

                            CERTIFICATE OF AMENDMENT
               BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF


   Ohio Valley Banc Corp.
- --------------------------------------------------------------------------------
                              (Name of Corporation)

   James L. Dailey                                      , who is:
- --------------------------------------------------------
X Chairman of the Board   President   Vice President (Please check one.)

and   Wendell B. Thomas                                 , who is:
    ----------------------------------------------------    
       X Secretary         Assistant Secretary   (Please check one.)
of the above named Ohio  corporation  organized  for profit does hereby  certify
that:   (Please  check  the   appropriate   box  and  complete  the  appropriate
statements.)

      X  a meeting  of the  shareholders  was duly  called  for the  purpose  of
         adopting  this  amendment  and held on April 3, 1996 at which meeting a
         quorum of the  shareholders  was present in person or by proxy,  and by
         the  affirmative  vote  of the  holders  of  shares  entitling  them to
         exercise 83% of the voting power of the corporation.

      _  in a writing signed by all of the shareholders who would be entitled to
         notice of a meeting held for that purpose,  the following resolution to
         amend the articles was adopted:

              To amend Article Fourth of the Amended Articles of The Ohio Valley
              Banc Corp. to increase the number of authorized common shares from
              2,000,000 to 5,000,000. (See attached Resolution).

IN WITNESS  WHEREOF,  the above named officers,  acting for and on the behalf of
the corporation, have hereto subscribed their names this 5th day of April, 1996.

By: /s/ James L. Dailey                     By: /s/ Wendell B. Thomas
    ----------------------------            ------------------------------------
    (Chairman, President, Vice                  (Secretary, Assistant Secretary)
         President

NOTE:  OHIO LAW DOES NOT  PERMIT  ONE  OFFICER  TO SIGN IN TWO  CAPACITIES,  TWO
SEPARATE  SIGNATURES ARE REQUIRED,  EVEN IF THIS  NECESSITATES THE ELECTION OF A
SECOND OFFICER BEFORE THE FILING CAN BE MADE.




 
                        OHIO VALLEY BANC CORP. RESOLUTION
                       REGARDING AMENDMENT TO ARTICLES OF
                   INCORPORATION TO INCREASE AUTHORIZED SHARES


WHEREAS,  it is deemed to be in the best interests of the Ohio Valley Banc Corp.
and its shareholders  that the Articles of Incorporation of the Ohio Valley Banc
Corp. be amended to provide for an increase in the number of  authorized  shares
of the Ohio  Valley  Banc Corp.  from two million  (2,000,000)  to five  million
(5,000,000), all of which shall be common shares, each without par value; and

NOW, THEREFORE,  BE IT RESOLVED,  that the Articles of Incorporation of the Ohio
Valley Banc Corp. shall be and are now amended as follows: The reference to "two
million  (2,000,000)"  shall be deleted from  Article  FOURTH and a reference to
"five  million  (5,000,000)"  shall be inserted in place of the deletion so that
Article FOURTH shall read:

              FOURTH:  The authorized  number of shares of the corporation shall
              be five million (5,000,000),  all of which shall be common shares,
              each without par value.

BE IT FURTHER  RESOLVED,  that the directors of the corporation shall be and are
now  authorized  and directed to procure the approval of the amendment set forth
above by the vote,  consent,  waiver or  release  of the  holders  of the shares
entitling  such holders to exercise not less than a majority of the voting power
of the corporation;

BE IT FURTHER RESOLVED,  that the Chairman and Secretary of the Ohio Valley Banc
Corp.  are  authorized  and  directed  to  sign a  certificate  setting  out the
amendment and file the  certificate in the office of the Ohio Secretary of State
in the form and manner required by applicable statute and to perform any and all
other acts necessary to comply with any and all other statutes.

Date:  January 30, 1996


 /s/ James L. Dailey                         /s/ Wendell B. Thomas
- -------------------------                    ----------------------------
James L. Dailey, Chairman                    Wendell B. Thomas, Secretary