<PAGE>
                         CERTIFICATE OF
             AMENDMENT TO ARTICLES OF INCORPORATION
                        BY DIRECTORS OF
                    PROVIDENT BANCORP, INC.


      Allen  L. Davis, who is the President of Provident Bancorp,
Inc., an Ohio corporation (the "Corporation"), and Mark E. Magee,
who  is the Secretary of the Corporation, do hereby certify  that
at a meeting of the Board of Directors of the Corporation held on
December  21, 1995, the following resolution was adopted pursuant
to Section 1701.70(B)(1) of the Ohio Revised Code:

     RESOLVED: That pursuant to the authority vested in  the
     Board  of  Directors of the Corporation  in  accordance
     with Article Fourth of the Articles of Incorporation, a
     series  of  Preferred Stock of the  Corporation  to  be
     designated  as  the  "Series D  Non-Voting  Convertible
     Preferred  Stock"  be, and it hereby is,  created,  and
     that  the  designation  and  amount  thereof  and   the
     preferences and other special rights of the  shares  of
     such   series,   and  qualifications,  limitations   or
     restrictions  thereof are as delineated  on  Exhibit  A
     attached hereto and made a part hereof.

     IN WITNESS WHEREOF, the above named officers, acting for and
on  behalf  of  the  Corporation, have hereunto subscribed  their
names as of this 22nd day of December, 1995.


                                   PROVIDENT BANCORP, INC.


                                   BY:
                                   Allen L. Davis
                                        President


                                   BY:
                                   Mark E. Magee
                                        Secretary
<PAGE>
                                                        EXHIBIT A

                    PROVIDENT BANCORP, INC.

        SERIES D NON-VOTING CONVERTIBLE PREFERRED STOCK



     Section 1 - Designation of Series and Number of Shares.

      The  shares  of  such series of Preferred  Stock  shall  be
designated  "Series  D  Non-voting Convertible  Preferred  Stock"
(hereinafter referred to as the "Series D Preferred Stock"),  and
the number of shares which shall constitute such series shall  be
not  more than 371,418 shares, $1 par value, which number may  be
decreased  (but  not below the number thereof  then  outstanding)
from time to time by the Board of Directors.

     Section 2 - Dividends.

           (A)  Dividends shall be paid on outstanding shares  of
Series  D Preferred Stock if, as and when dividends are  paid  on
Common  Stock of the Corporation at a dividend rate per share  of
Series  D Preferred Stock equal to the product of (x) the  number
of  shares  of  Common Stock of the Corporation into  which  each
share  of  Series D Preferred Stock is convertible, and  (y)  the
dividend paid by the Corporation on each share of its outstanding
Common Stock.  "Common Stock" shall have the definition set forth
in Section 6(I) hereof.

           (B)   As  used in this Section 2, the word "dividends"
shall  not  include dividends payable solely  in  shares  of  its
capital stock (whether shares of Common Stock or of capital stock
of  any  other  class) of the Corporation (if, but  only  if,  an
adjustment to the Conversion Price is made with respect  to  such
dividend  pursuant  to  Section 6(A) hereof)  but  shall  include
warrants  or rights to subscribe for or to purchase any  security
of  the Corporation and any other distribution made to holders of
the Corporation's Common Stock.

     Section 3 - Liquidation Preference.

           (A)   The  Series D Preferred Stock shall be preferred
over  the  Common  Stock or any other class or  series  of  stock
ranking junior to the Series D Preferred Stock as to distribution
of  assets  in  the  event of any liquidation or  dissolution  or
winding up of the Corporation and, in any such event, the holders
of  the  Series D Preferred Stock shall be entitled  to  receive,
after  payment  or provision for payment of the debts  and  other
liabilities  of  the  Corporation,  out  of  the  assets  of  the
Corporation  available  for  distribution  to  its  shareholders,
$100.00 per share, and no more, together with an amount equal  to
all  dividends  accrued and unpaid thereon to the date  of  final
distribution, for each share of the Series D Preferred Stock held
by  them  before any distribution of the assets shall be made  to
the  holders of the Common Stock or any other class or series  of
stock  ranking  junior  to the Series D  Preferred  Stock  as  to
distribution  of  assets.  Upon any liquidation,  dissolution  or
winding up of the Corporation, after payment shall have been made
in  full  on  the  Series D Preferred Stock as  provided  in  the
preceding  sentence, but not prior thereto, the Common  Stock  or
any other series or class of stock ranking junior to the Series D
Preferred  Stock as to distribution of assets shall,  subject  to
the respective terms and provisions, if any, applying thereto, be
entitled  to receive any and all assets remaining to be  paid  or
distributed  and  the  Series  D Preferred  Stock  shall  not  be
entitled


to share therein.

          (B)  If, upon any liquidation or dissolution or winding
up  of the Corporation, the amounts payable on or with respect to
the Series D Preferred Stock are not paid in full, the holders of
shares of the Series D Preferred Stock, together with all classes
or  series  of  stock  ranking on a  parity  with  the  Series  D
Preferred Stock as to distribution of assets, shall share ratably
in any distribution of assets according to the respective amounts
which would be payable in respect of the shares held by them upon
such  distribution if all amounts payable on or with  respect  to
the  Series  D Preferred Stock and any other class or  series  of
stock that so ranks on a parity with the Series D Preferred Stock
were paid in full.

           (C)   Neither  the  merger  or  consolidation  of  the
Corporation with or into another corporation nor the sale,  lease
or  other  transfer of all or substantially all of the assets  of
the   Corporation  shall  be  deemed  to  be  a  liquidation   or
dissolution or winding up of the Corporation.

           (D)   Written  notice of any voluntary or  involuntary
liquidation,  dissolution or winding up of  the  affairs  of  the
Corporation,  stating the payment date and the  place  where  the
distributable amount shall be payable and containing a  statement
of  the conversion right set forth hereinafter, shall be given by
mail,  not  less than thirty (30) days prior to the payment  date
stated herein, to the holders of record of the Series D Preferred
Stock at their respective addresses as the same shall then appear
on the books of the Corporation.

     Section 4 - Automatic Conversion Upon Certain Transfers.

      Any shares of Series D Preferred Stock that are transferred
to any person, other than Great American Insurance Company, Great
American  Life  Insurance  Company or  any  of  their  respective
affiliates  ("Original  Holders"), shall upon  such  transfer  be
automatically converted into Common Stock at the Conversion Price
in  effect  on the date of such transfer.  For purposes  of  this
provision,  an  "affiliate"  of  any  person  is  another  person
controlling,  controlled  by or under common  control  with  such
person.

     Section 5 - No Redemption.

      The Corporation shall have no right to redeem any shares of
Series D Preferred Stock at any time.

     Section 6 - Conversion.

      Shares of Series D Preferred Stock may be converted at  any
time  and  from time to time at the option of the holder  thereof
into  fully paid and nonassessable shares of Common Stock of  the
Corporation  at  the  rate  of 6.25 shares  of  Common  Stock  as
constituted  on  December 21, 1995 for each  share  of  Series  D
Preferred Stock surrendered for conversion.  The conversion  rate
expressed  may also be expressed as a conversion price of  $16.00
(the  "Conversion Price") based on a liquidation  value  of  each
share of Series D Preferred Stock of $100.00.

            (A)   The  Conversion  Price  shall  be  subject   to
adjustment  from time to time in case the Corporation  shall  (a)
pay  a  dividend,  or  make a distribution, to all holders of its
Common  Stock in shares of its capital stock (whether  shares  of
Common  Stock  or  of  capital stock  of  any  other  class)  (b)
subdivide  its outstanding shares of Common Stock into a  greater
number  of  shares, (c) combine its outstanding shares of  Common
Stock   into  a  smaller  number  of  shares,  or  (d)  issue  by
reclassification of its shares of Common  Stock  any  securities,
in which case the Conversion Price and  terms  of  conversion  in
effect immediately prior to such action shall be adjusted so that
the holder of any share of Series D  Preferred  Stock  thereafter
surrendered for conversion shall be  entitled to receive the kind
and  number  of shares of Common Stock or other securities of the
Corporation which such holder would  have  owned or been entitled
to receive immediately following such action had  such  share  of
Series  D  Preferred  Stock   been  converted  immediately  prior 
thereto.  An adjustment made pursuant  to this Section 6(A) shall
become effective immediately after the record date in the case of
a dividend or distribution and shall become effective immediately
after  the  effective  date  in   the   case  of  a  subdivision,
combination or reclassification.

                All  calculations under this Section 6  shall  be
rounded to the nearest cent or to the nearest one hundredth of  a
share, as the case may be.

                Whenever  the  Conversion Price  is  adjusted  as
herein provided, the Corporation shall mail a copy of a statement
setting  forth  the  adjusted  Conversion  Price  determined   as
provided  herein and setting forth the method of calculation  and
the   facts  requiring  such  adjustment  and  upon  which   such
calculation is based to each person who is a registered holder of
Series  D  Preferred Stock at such person's last address  as  the
same  appears  on the books of the Corporation.  Each  adjustment
shall  remain in effect until a subsequent adjustment is required
hereunder.

          (B)  If, at any time while shares of Series D Preferred
Stock  are  outstanding,  the Corporation  shall  (i)  declare  a
dividend  (or any other distribution) on its Common Stock,  other
than  in  cash  out  of  current or retained  earnings,  or  (ii)
reclassify its Common Stock (other than through a subdivision  or
combination  thereof) or become a party to any  consolidation  or
merger  for  which  approval  of the  holders  of  its  stock  is
required,  or sell or transfer all or substantially  all  of  the
assets of the Corporation, then the Corporation shall cause to be
mailed  to  registered holders of Series D  Preferred  Stock,  at
their  last  addresses as they shall appear on the books  of  the
Corporation  at least twenty days prior to the applicable  record
date  hereinafter specified, a notice stating  (x)  the  date  on
which a record is to be taken for the purpose of such dividend or
distribution, or if a record is not to be taken, the date  as  of
which  holders of Common Stock of record to be entitled  to  such
dividend or distribution are to be determined, or (y) the date on
which  any such reclassification, consolidation, merger, sale  or
transfer  is  expected to become effective, and the  date  as  of
which it is expected that holders of record of Common Stock shall
be  entitled  to  exchange their Common Stock for  securities  or
other  property,  if any, deliverable upon such reclassification,
consolidation,  merger, sale or transfer.   Failure  to  give  or
receive  the notice required by this Section 6(B) or  any  defect
therein  shall not affect the legality or validity  of  any  such
dividend, distribution, reclassification, consolidation,  merger,
sale, transfer or other action.

           (C)   In  case  of  a merger or consolidation  of  the
Corporation with or into another corporation, or the sale of  the
Corporation's  property  or assets as, or  substantially  as,  an
entirety, to another corporation, or the reclassification of  the
Common  Stock  (other than through a subdivision  or  combination
thereof, or change  in  par  value), holders of  shares of Series
D Preferred Stock shall  thereafter  have  the  right  to convert
each  of  such  shares into the kind  and  amount  of  shares  of
stock and other securities  and  property receivable  upon   such
merger, consolidation, sale  or  reclassification  by a holder of
the  number  of   shares   of  Common  stock  (whether  whole  or
fractional) into which such  shares of Series  D  Preferred Stock
might  have been converted  immediately  prior  to such a merger,
consolidation, sale or reclassification, and shall  have no other
conversion   rights   under   these  provisions;   and  effective
provision  shall be made in  the  charter  of  the  resulting  or
surviving corporation or otherwise,  so  that  the provisions set
forth  herein for the protection  of  conversionrights of  Series
D  Preferred  Stock  shall  thereafter  be applicable,  as nearly
as reasonably may be, to any other  shares  of  stock  and  other
securities and property  deliverable  uponconversion  of Series D
Preferred  Stock   remaining  outstanding  or  other  convertible
preferred stock received  in place thereof.  Any  such  resulting
or surviving corporation shall expressly  assume  the  obligation
to deliver,  upon the exercise  of  the  conversion  right,  such
shares, securities or property as holders of Series  D  Preferred
Stock  remaining  outstanding,  or  other  convertible  preferred
stock  received  by  such  holders  in  place  thereof,  shall be
entitled  to  receive  pursuant  to the provisions hereof, and to
make  provision  for  protection of conversion  rights  as  above
provided.

           (D)   The  holder of any shares of Series D  Preferred
Stock  may exercise its option to convert such shares into shares
of  Common  Stock only by surrendering for such  purpose  to  the
Corporation at its principal office the certificates representing
the shares  to  be  converted, accompanied by written notice that
such holder  elects to convert such shares in accordance with the
provisions of this Section 6.   Said  notice shall also state the
name or names  (with  addresses)  in  which  the  certificate  or
certificates  for  shares  of  Common  Stock   which   shall   be
issuable  on  conversion  are  to be issued.  Each certificate or
certificates surrendered for conversion shall, unless the  shares
issuable on conversion are to be issued in the same name as  that
in  which  such  certificate or certificates are  registered,  be
accompanied  by  instruments  of  transfer,  in  form  reasonably
satisfactory to the Corporation, duly executed by the  holder  or
its duly authorized attorney.  Each conversion shall be deemed to
have  been  effected  on the date on which  such  certificate  or
certificates shall have been surrendered and such notice received
by  the  Corporation as aforesaid, and the person  or  person  in
whose name or names any certificate or certificates for shares of
Common  Stock  shall  be issuable upon such conversion  shall  be
deemed  to  have  become on said date the holder  or  holders  of
record of the shares represented thereby notwithstanding that the
transfer  books  of the Corporation may then be  closed  or  that
certificates representing such shares of Common Stock  shall  not
then  be  actually  delivered to such  person.   As  promptly  as
practicable  on  or  after the conversion date,  the  Corporation
shall  issue  and  deliver to the person or persons  entitled  to
receive  the same a certificate or certificates representing  the
number  of  full  shares  of  Common  Stock  issuable  upon  such
conversion.

           (E)   In  connection with the conversion of shares  of
Series  D Preferred Stock into Common Stock, no fractional shares
of  Series D Preferred Stock or of Common Stock shall be  issued,
but  the  Corporation shall pay a cash adjustment in  respect  of
such  fractional interest, calculated on the market price of  the
Common Stock on the date of conversion.

           (F)   Upon  any  conversion  of  shares  of  Series  D
Preferred  Stock,  no allowance, adjustment or payment  shall  be
made  with  respect  to  accrued  but  unpaid dividends upon such 
Series  D  Preferred Stock or with respect to  dividends  on  the
Common Stock to be issued upon conversion.

           (G)  The issuance of stock certificates on conversions
of  shares  of  Series D Preferred Stock shall  be  made  without
charge  to converting shareholders for any tax in respect of  the
issuance  thereof.   The  Corporation  shall  not,  however,   be
required  to pay any tax which may be payable in respect  of  any
registration  of transfer involved in the issue and  delivery  of
stock in any name other than that of the holder of the shares  of
Series D Preferred Stock converted, and the Corporation shall not
be  required to so issue or deliver any stock certificate  unless
and  until  the person or persons requesting the registration  of
transfer  shall have paid to the Corporation the amount  of  such
tax  or  shall  have  established  to  the  satisfaction  of  the
Corporation that such tax has been paid.

           (H)   The  Corporation shall at all times reserve  and
keep available out of its authorized Common Stock the full number
of  shares of Common Stock deliverable upon the conversion of all
outstanding shares of Series D Preferred Stock.

           (I)   Any shares of Series D Preferred Stock converted
shall  be  retired and shall assume the status of authorized  and
unissued  Preferred Stock, undesignated as to series, subject  to
reissuance by the Corporation as shares of Preferred Stock of one
or  more  series, as may be determined from time to time  by  the
Board  of  Directors, but such shares shall not  be  reissued  as
Series D Preferred Stock.

           (J)  For purposes of this Section 6:

                     (i)   "Common  Stock"  shall  mean  (a)  the
          Corporation's Common Stock, without par value,  or  (b)
          any  other  class  of stock resulting  from  successive
          changes  or  reclassifications  of  such  Common  Stock
          consisting solely of changes in par value, or from  par
          value  to  no  par value, or from no par value  to  par
          value; provided, however, that in the event that at any
          time  as  a  result of an adjustment made  pursuant  to
          Section 6(A) above, the holder of any share of Series D
          Preferred  Stock thereafter surrendered for  conversion
          would  become  entitled to receive  any  stock  of  the
          Corporation  other  than shares of  its  Common  Stock,
          thereafter  the conversion rate and price with  respect
          to  such other shares so receivable upon conversion  of
          any  share of Series D Preferred Stock shall be subject
          to  adjustment  from time to time in a  manner  and  on
          terms  as  nearly  equivalent  as  practicable  to  the
          provisions  with respect to Common Stock  contained  in
          this Section 6.

     Section 7 - Voting Rights.

           (A)  The holders of the Series D Preferred Stock shall
not  be entitled to vote except as provided in this Section 7 and
as otherwise provided by law.

           (B)  So long as any shares of Series D Preferred Stock
are  outstanding,  the  Corporation shall  not,  in  any  manner,
whether by amendment to its Articles of Incorporation or Code  of
Regulations,  by  merger (whether or not the Corporation  is  the
surviving  corporation  in  such  merger),  by  consolidation, or
otherwise, without the written consent  of  the  affirmative vote
at a meeting called  for  that purpose of the holders of at least
two-thirds of the votes of  the  shares  of  Series  D  Preferred
Stock then outstanding, voting separately  as a class, (i) amend,
alter or repeal  any  of  the  provisions  of  any  resolution or
resolutions  establishing  the Series D  Preferred Stock so as to
affect adversely the  powers,  preferences  or  special rights of
such Series D Preferred Stock or (ii)  authorize the issuance of,
or   authorize  any   obligation  or  security  convertible into,
exchangeable for  or  evidencing  the  right  to  purchase shares
of, any additional class or series  of  stock  ranking  prior  to
the Series D Preferred  Stock  in the payment of dividends or the
preferential distribution of assets.

           (C)   Nothing  in this Section 7 shall  be  deemed  to
require any vote or consent of the holders of shares of Series  D
Preferred Stock in connection with the authorization or  issuance
of  any  series  of Preferred Stock ranking on a parity  with  or
junior  to  the  Series D Preferred Stock as to dividends  and/or
distribution of assets.

     Section 8 - Restrictions on Transfer.

      The  Original Holders of the Series D Preferred Stock shall
be  entitled  to  transfer  ownership of  their  shares  only  as
follows:

           (A)  in a widely dispersed public offering;


           (B)   in  sales pursuant to Rule 144 of the Securities
Act of 1933 or rules of similar import;

           (C)   in sales pursuant to Rule 144A of the Securities
Act  of  1933, or in any other private sale in  which  no  single
purchaser  acquires  more than 2% of the  voting  shares  of  the
Corporation; or

           (D)   to  the Corporation, to a third party  that  has
acquired  a majority of the shares of the Corporation or  to  any
other Original Holder.

     Section 9 - Reports.

      So long as any shares of the Series D Preferred Stock shall
be  outstanding, the Corporation shall provide to each holder  of
such   shares  a  copy  of  the  annual  report  to  shareholders
distributed pursuant to Rule 14a-3 of the Securities Exchange Act
of 1934.