Exhibit 3

                   CERTIFICATE OF AMENDMENT OF
                   CERTIFICATE OF INCORPORATION
                                OF
                  BROAD NATIONAL BANCORPORATION


          The undersigned, Broad National Bancorporation, a New
Jersey corporation (the "Corporation"), for the purpose of
amending the Certificate of Incorporation of the Corporation, in
accordance with subsections 14A:9-2(4) and 14A:9-4(3) of the New
Jersey Business Corporation Act, does hereby make and execute
this Certificate of Amendment of Certificate of Incorporation and
does hereby certify that:

I.   The name of the Corporation is Broad National
     Bancorporation.

II.  The following resolution of the shareholders sets forth the
     amendment adopted:

          RESOLVED, that the Certificate of Incorporation of
     Broad National Bancorporation, a New Jersey corporation (the
     "Corporation"), be amended by deleting the first paragraph
     of ARTICLE THIRD in its entirety and inserting in lieu
     thereof the following new first paragraph to ARTICLE THIRD:

          THIRD.  The total number of shares of all classes of
          stock which the Corporation shall have authority to
          issue is 11,520,000 shares, divided into:

               10,000,000 shares of Common Stock, par value
               $1.00 per share;

               20,000 shares of Preferred Stock 1985 Class,
               par value $10.00 per share; and

               1,500,000 shares of Preferred Stock, par
               value $1.00 per share, to be divided into one
               or more series or classes of series as the
               Corporation's Board of Directors may from
               time to time approve, as hereinafter set
               forth.

               *         *         *         *

III. The amendment set forth above was adopted by the
     shareholders of the Corporation on April 17, 1997.

IV.  The number of shares entitled to vote on the amendment was
     4,654,688 shares of Common Stock, par value $1.00 per share.






V.   The following number of shares of the Corporation's Common
     Stock, par value $1.00 per share, were cast with respect to
     the amendment:

          For       3,638,616

          Against     247,682

          Abstention   59,805

          IN WITNESS WHEREOF, this Certificate of Amendment has
been executed on behalf of the Corporation by its President and
by its Secretary as of April 21, 1997.

                                   BROAD NATIONAL BANCORPORATION


                                   By /s/ John A. Dorman
                                        Name: John A. Dorman
                                        Title:  President
(Corporate Seal)

ATTEST:


/s/ Fred S. Campo
Name:  Fred S. Campo
Title:     Secretary





STATE OF NEW JERSEY )
                    )  ss.
COUNTY OF ESSEX     )

          I, Margaret R. Nurnberger, a Notary Public, do hereby
certify that on this 21st day of April, 1997, John A. Dorman,
personally came before me and this person acknowledged under
oath, to my satisfaction, that (a) this person signed, sealed and
delivered the foregoing Certificate as President of the
Corporation named in the foregoing Certificate; (b) the proper
Corporate Seal was affixed; and (c) the foregoing was signed and
made by the Corporation as its voluntary act and deed by virtue
of authority from its Board of Directors.


                              /s/ Margaret R. Nurnberger
                              Notary Public

My Commission Expires:


June 3, 1998