EXHIBIT (3)(b)(3)


                           EMERALD ISLE BANCORP, INC.

                           Second Amendment to By-Laws

      At the meeting of January 22, 1997, the Board of Directors of the
Corporation

      VOTED:      To amend the first sentence of Article III, Section 1 of the
                  By-Laws of the Corporation to change the date of the annual
                  meeting of stockholders from the third Monday in April to the
                  last Monday in April as follows:

                  "The annual meeting of stockholders shall be held on the last
                  Monday in April in each year (or if that be a legal holiday in
                  the place where the meeting is to be held, on the next
                  succeeding full business day ) at 10:00 a.m. at the main
                  office of the Corporation in Massachusetts, unless a different
                  hour, date or place within Massachusetts (or, if permitted by
                  law, elsewhere in the United States) is fixed by the Chairman
                  of the Board, if one is elected, the Vice Chairman, if one is
                  elected, or the Board of Directors acting by vote or by
                  written instrument or instruments signed by them."