Exhibit 3.3

              Amendment to North Central Bancshares, Inc.'s Bylaws
                 (Adopted on and Effective as of April 27, 2001)


         Article IV, Section 1 of the bylaws of North Central Bancshares, Inc.
is amended to read as follows:

         Section 1. Responsibilities; Number of Directors. The business and
affairs of the Corporation shall be under the direction of the Board. The Board
shall consist of six (6) directors. No more than two (2) directors shall be
officers or employees of the Corporation or its subsidiaries.