Exhibit 3.2****

**State of Missouri**

Matt Blunt, Secretary of State 

 

Corporations Division 

P.O. Box 778/600 W. Main Street, Rm 322 

Jefferson City, MO 65102 

 

**Amendment of Articles of Incorporation**

(To be submitted in duplicate) 

 

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 

 

 

                                                                                                                                                                                                                

 

The name under which it was originally organized was         PFC Merger Corp.                                             

 

                                                                                                                                                                                                                

 

month/day/year 

 

 

 

 

(If more than one article is to be amended or more space is needed attachadditional pages) 

 

4.Of the         5,438,048         shares outstanding,        5,438,048         of such shares were entitled to vote on such amendment. 
 

The number of outstanding shares of any class **entitled to vote thereon as a class** were as follows: 

 
Class Number of Outstanding SharesCommon Stock, $0.01 per share 5,438,048
 
5.The number of shares voted for and against the amendment was as follows: 
 
Class  No. Voted For No. Voted AgainstCommon Stock, $0.01 per share 4,759,946 275,314
 

 
6.If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:
 

$180,000 

 

If the amendment changed the number of authorized shares without par value,the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: 

 
7.If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number ofissued shares of that class, the following is a statement of the manner in which such reduction shall be effected: 

**IN WITNESS WHEREOF,** the undersigned,         William A.Donius                                                                    

                                                                                                               President or 

 

                                                                                                                             has executed this instrument and its 

                                Vice President 

 

                                        Christine A.Munro                                             has affixed its corporate seal hereto and 

                            Secretary or Assistant Secretary 

 

attested said seal on                January 28,2004                                                                                                        

        month/day/year 

 

Place

CORPORATE SEAL

Here

(Ifno seal, state “None”)

 

Pulaski Financial Corp.

Name of Corporation
By     /s/ William A. Donius    President
 
 /s/ Christine A. MunroSecretary or Assistant Secretary
 

State of            Missouri             ) 

                                                        ss 

County of            St. Louis         ) 

 

I,     Diane M. Schmidt         , a Notary Public, do hereby certify that on        1/29/04            

month/day/year 

 

personally appeared before me    William A.Donius                                                                                                

 

who, being by me first duly sworn, declared that he/she is the         President                                                        

 

of                 Pulaski FinancialCorp.                                                                                                                            

 

that he/she signed the foregoing documentsas         President                                             of the corporation, and 

 

that the statementstherein contained are true. 

 
          (Notarial Seal or Stamp)   
/s/ Diane M. Schmidt

Notary Public
      
My commission expires    8/16/2004                            

 

My County of Commission    St. Louis County