CERTIFICATE OF AMENDMENT
               BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF



                          MARKET FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
                              (Name Of Corporation)


   John T. Larimer, who is:

/ / Chairman of the Board     /X/ President     / / Vice President (Check one)

and

  Rae Skirvin Larimer, who is: /X/ Secretary / / Assistant Secretary (Check one)

of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)

/ /  a meeting of the shareholders was duly called for the purpose of adopting
     this amendment and held on __________________, 19___ 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
     ___________% of the voting power of the corporation.

/X/  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:

                                 See Exhibit A.



   IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 22nd day of July, 1996.



                                   By /s/ John T. Larimer
                                      ---------------------------
                                     President


                                   By /s/ Rae Skirvin Larimer
                                      ---------------------------
                                     Secretary

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.



                                    EXHIBIT A


RESOLVED, that the Articles of Incorporation of Market 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 five
               million (5,000,000), four million (4,000,000) 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 Market
          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.