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                                                                    Exhibit 4.04

                            CERTIFICATE OF AMENDMENT
                                       OF
                                 THIRD RESTATED
                          CERTIFICATE OF INCORPORATION

                  Camco Financial Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

                  FIRST: That at a meeting of the Board of Directors of camco
Financial Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Third Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at a special annual meeting of the stockholders. The
resolution setting forth the proposed amendment is as follows:

                  RESOLVED, that Article Fourth of the Corporation's Third
         Restated Certificate of Incorporation be amended to read as follows:

                  FOURTH: The total number of shares of stock which the
                  corporation shall have authority to issue is Five Million
                  (5,000,000), of which stock Four Million Nine Hundred Thousand
                  (4,900,000) shares shall be common shares of the par value of
                  One Dollar ($1) each, amounting in the aggregate to Four
                  Million Nine Hundred Thousand ($4,900,000) and one hundred
                  thousand (100,000) shares shall be preferred shares of the par
                  value of One Dollar ($1) each, amounting in the aggregate to
                  One Hundred Thousand Dollars ($100,000). There is hereby
                  granted to the Board of Directors of the corporation the
                  authority to fix by resolution or resolutions any and all
                  powers, designations, preferences and relative, participating,
                  optional or other rights, or the qualifications, limitations
                  or restrictions thereof, of shares of the preferred stock, or
                  of any series of the preferred stock, of the corporation that
                  are permitted by the General Corporation Law of Delaware to be
                  fixed by the Board of Directors, and such grant of authority
                  shall include the power to specify the number of shares to any
                  series of the preferred stock of the corporation.



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                  SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

                  THIRD: That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  IN WITNESS WHEREOF, Camco Financial Corporation has caused
this certificate to be signed by Larry A. Caldwell, its President, and attested
by Anthony J. Popp, its Secretary, this 23rd day of September, 1996.


                                         By: /s/ Larry A. Caldwell
                                             ----------------------------
                                             Larry A. Caldwell, President


ATTEST:



By: /s/ Anthony J. Popp
    --------------------------
    Anthony J. Popp, Secretary