CERTIFICATE OF AMENDMENT TO THE
                         ARTICLES OF INCORPORATION OF
                         PEOPLES FINANCIAL CORPORATION


     Paul von Gunten,  President,  and  Vincent G.  Matecheck,  Secretary,  of
Peoples Financial Corporation (the "Corporation"),  do hereby certify that the
following  resolutions  were  duly  adopted  in a  writing  signed by the sole
shareholder of the Corporation, effective May 6, 1996, in accordance with Ohio
Revised Code Section 1701.54:

     RESOLVED,  that  the  Articles  of  Incorporation  of  Peoples  Financial
     Corporation  be amended by deleting  Article  FOURTH in its  entirety and
     substituting therefor the following new Article FOURTH:

                    FOURTH:  The authorized shares of the corporation shall be
                    seven million  (7,000,000),  six million of which shall be
                    common  shares,  each  without par value,  and one million
                    (1,000,000)  of which  shall  be  preferred  shares,  each
                    without par value.  The directors of the  corporation  may
                    adopt an  amendment to the  Articles of  Incorporation  in
                    respect of any  unissued or  treasury  shares of any class
                    and  thereby  fix or change:  the  division of such shares
                    into series and the designation  and authorized  number of
                    each series;  the dividend  rate;  the dates of payment of
                    dividends  and the dates from  which they are  cumulative;
                    the liquidation  price;  the redemption  rights and price;
                    the sinking fund requirements;  the conversion rights; and
                    the restrictions on the issuance of shares of any class or
                    series.

     FURTHER RESOLVED, that the Articles of Incorporation of Peoples Financial
     Corporation be amended by adding thereto the following Article NINTH:

                    NINTH:  No shareholder of the  corporation  shall have the
                    right to vote cumulatively in the election of directors.

     IN WITNESS WHEREOF, the undersigned have hereunto set heir hands this 6th
day of May, 1996.


                                        /s/ Paul von Gunten
                                            ----------------------------------
                                            Paul von Gunten
                                            President


                                        /s/ Vincent G. Matecheck
                                            ----------------------------------
                                            Vincent G. Matecheck
                                            Secretary