Exhibit (3)(b)
                         CERTIFICATE OF AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                      CITY NATIONAL BANCSHARES CORPORATION



TO:     THE SECRETARY OF STATE
        STATE OF NEW JERSEY

Pursuant  to the provision of Section  14A:7-2(2) of the New Jersey Business
Corporation Act, the undersigned  corporation executes the following Certificate
of Amendment to its Certificate of Incorporation.
    1.  The name of the corporation is City National Bancshares Corporation.

    2.  The  following  resolution,  establishing  and  designating  a series of
        shares and fixing and  determining  the relative  rights and preferences
        thereof was duly adopted by the Board of Directors of the corporation on
        the 22nd day of January, 1996, pursuant to authority vested in it by the
        Certificate of Incorporation:

        RESOLVED,  pursuant to the  authority  expressly  vested in the Board of
        Directors of the  Corporation by the Certificate of  Incorporation,  the
        Board of Directors  does hereby  classify 8 (eight)  shares of preferred
        stock  of the  Corporation  as a  class  designated  6%  Non-cumulative,
        Perpetual Preferred stock, Series A and it is further

        RESOLVED,  a description of such 6% Non-cumulative,  Perpetual Preferred
        Stock,  Series A,  including the  preferences  and other rights,  voting
        powers, restrictions,  limitations as to dividends,  qualifications, and
        terms  and  conditions  for  redemption,  all as set  by  the  Board  of
        Directors of the Corporation,  is set forth in the attached  Certificate
        of   Designation   Establishing   the  Series  and  Fixing  the  Powers,
        Designations,  Preferences  and  Relative,  Participating,  Optional and
        Other  Special   Rights,   and  the   Qualifications,   Limitations  and
        Restrictions, of the 6% Non-cumulative Perpetual Preferred Stock, Series
        A.

    3.  The  resolution  was adopted by the Board of Directors at a meeting duly
        called  and held on January  22,  1996,  at which a quorum  was  present
        throughout.

    4.  The Certificate of  Incorporation  of the corporation is amended so that
        the designation and number of shares of each class and series acted upon
        in the resolution,  and the relative rights, preferences and limitations
        of each such class and series are as stated in the resolution.

City National Bancshares Corporation


By: ______________________________________
        Louis E. Prezeau, Sr., President & CEO


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                                       1

                      CITY NATIONAL BANCSHARES CORPORATION


         Certificate  of  Designation  Establishing  the  Series  and Fixing the
         Powers, Designations, Preferences and Relative, Participating, Optional
         and Other  Special  Rights,  and the  Qualifications,  Limitations  and
         Restrictions,  of  the 6 %  Noncumulative  Perpetual  Preferred  Stock,
         Series A


         There  is  hereby  established  a new  series  of the  preferred  stock
("Preferred  Stock")  of City  National  Bancshares  Corporation,  a New  Jersey
corporation  ("Corporation"),  to  which  the  following  powers,  designations,
preferences and relative, participating,  optional and other special rights, and
the  qualifications,  limitations  or  restrictions,  of the  shares of such new
series of preferred stock shall apply:

1.       Designation and Rank.

         The  series  (this  "Series")  of shares of  Preferred  Stock  shall be
designated  as "6%  Noncumulative  Perpetual  Preferred  Stock,  Series  A" (the
"Series A Preferred  Stock"),  and each share of Series A Preferred  Stock shall
have a  liquidation  value of $25,000  per share.  Shares of Series A  Preferred
Stock shall have a liquidation  preference of $25,000 per share,  plus an amount
per share equal to any dividends declared but unpaid, without interest.

         The Series A Preferred  Stock  shall rank prior to common  stock of all
classes  (collectively,  "Common  Stock")  of the  Corporation  and to all other
classes and series of equity  securities  of the  Corporation  now or  hereafter
authorized,  issued or outstanding  (the Common Stock and such other classes and
series of equity  securities of the  Corporation  are  collectively  referred to
herein  as the  "Junior  Stock"),  other  than any  class or  series  of  equity
securities of the Corporation  expressly  designated as ranking on a parity with
(the "Parity  Stock") or senior to (the  "Senior  Stock") the Series A Preferred
Stock  as  to  dividend  rights  and  rights  upon  liquidation,  winding  up or
dissolution of the Corporation.  The Series A Preferred Stock shall be junior to
the creditors of the Corporation, including its depositors.

         The number of shares of Series A Preferred  Stock may be  increased  or
decreased from time to time by a vote of not less than a majority of the members
of the Board of Directors then in office, provided that no decrease shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of any outstanding  options,  rights or warrants,  if
any, to purchase  shares of Series A Preferred  Stock, or upon the conversion of
any outstanding securities issued by the Corporation  convertible into shares of
Series A Preferred Stock.

2.       Dividends.

         (a) Payment of Dividends. Holders of shares of Series A Preferred Stock
shall  be  entitled  to  receive,  if,  when  and as  declared  by the  Board of
Directors, out of funds legally available therefor, noncumulative cash dividends
at an annual rate of 6% of the $25,000 liquidation  preference per share ($1,500
per share per annum),  and no more. Such  noncumulative  cash dividends shall be
payable,  if declared,  annually on February 28, in each year, or if such day is
not a business  day,  on the next  business  day (each such  date,  a  "Dividend
Payment Date"). The first Dividend Payment Date shall be February 28, 1996. Each
declared  dividend  shall be  payable  to  holders  of  record  of the  Series A
Preferred  Stock as they  appear on the stock  books of the  Corporation  at the
close of business on such record date,  not more than  forty-five  (45) calendar
days nor less than ten (10)  calendar days  preceding the Dividend  Payment Date
therefor,  as  determined  by the Board of Directors  (each such date, a "Record
Date"). Annual dividend periods (each a "Dividend Period") shall commence on and
include  the  first  day,  and  shall end on and  include  the last day,  of the
calendar  year  that  immediately  precedes  the  calendar  year  in  which  the
corresponding  Dividend  Payment Date  occursprovided,  however,  that the first
Dividend  Period (the "Initial  Dividend  Period") shall commence on and include
the first day upon which a share of Series A Preferred Stock shall be issued and
shall end on and include December 31, 1995.

         The amount of dividends payable on each share of the Series A Preferred
Stock for each full Dividend Period during which such share is outstanding shall
be $1,500.  The amount of dividends  payable for the Initial Dividend Period and
for any  Dividend  Period  which,  as to a share  of  Series A  Preferred  Stock
(determined  by reference to the issuance date and the  redemption or retirement
date  thereof),  is less than a full year  shall be  computed  on the basis of a
360-day  year  composed  of twelve  (12)  thirty  (30) day months and the actual
number of days elapsed in the Initial Dividend Period or such Dividend Period.
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                                       2

         Holders of the Series A  Preferred  Stock  shall not be entitled to any
interest,  or any sum of money in lieu of  interest,  in respect of any dividend
payment or  payments on the Series A  Preferred  Stock  declared by the Board of
Directors  which  may be  unpaid.  Any  dividend  payment  made on the  Series A
Preferred Stock shall first be credited against the earliest declared but unpaid
cash dividend with respect to the Series A Preferred Stock.

         (b) Dividends Noncumulative. The right of holders of Series A Preferred
Stock to  receive  dividends  is  noncumulative.  Accordingly,  if the  Board of
Directors does not declare a dividend payable in respect of any Dividend Period,
holders of shares of Series A  Preferred  Stock shall have no right to receive a
dividend in respect of such Dividend Period,  and the Corporation  shall have no
obligation to pay a dividend in respect of such Dividend Period,  whether or not
dividends are declared payable in respect of any future Dividend Period.

         (c) Priority as to Dividends.  No full  dividends  shall be declared or
paid or set apart  for  payment  on any  Parity  Stock or  Junior  Stock for any
Dividend  Period  unless  full  dividends  have  been or  contemporaneously  are
declared and paid (or declared and a sum sufficient for the payment  thereof set
apart for such  payment)  on the  Series A  Preferred  Stock  for such  Dividend
Period.  When  dividends are not paid in full (or declared and a sum  sufficient
for such full payment is not so set apart) for any Dividend Period on the Series
A  Preferred  Stock and any Parity  Stock,  dividends  declared  on the Series A
Preferred  Stock and Parity Stock shall only be declared pro rata based upon the
respective amounts that would have been paid on the Series A Preferred Stock and
such Parity Stock had dividends been declared in full.

         In addition to the foregoing  restriction,  the  Corporation  shall not
declare,  pay  or  set  apart  funds  for  any  cash  dividends  or  other  cash
distributions (other than in Common Stock or other Junior Stock) with respect to
any Common Stock or other Junior Stock of the Corporation or repurchase,  redeem
or otherwise  acquire,  or set apart funds for  repurchase,  redemption or other
acquisition of, any Common Stock or other Junior Stock through a sinking fund or
otherwise,  unless and until (i) the Corporation  shall have paid full dividends
on the Series A Preferred Stock for the most recent preceding Dividend Period or
funds have paid over to the dividend  disbursing  agent of the  Corporation  for
payment of such dividends, and (ii) the Corporation has declared a cash dividend
on the Series A Preferred Stock for the current Dividend Period,  and sufficient
funds have been paid over to the dividend  disbursing  agent for the Corporation
for the payment of such cash dividend for such current Dividend Period.

         No  dividend  shall  be paid or set  aside  for  holders  of  Series  A
Preferred  Stock for any Dividend Period unless full dividends have been paid or
set aside for the  holders of each class or series of equity  securities  of the
Corporation,  if any,  ranking  prior  to the  Series  A  Preferred  Stock as to
dividends for such Dividend Period.

         (d) Any reference to "dividends" or  "distributions"  in this Section 2
shall not be deemed to include  any  distribution  made in  connection  with any
voluntary  or  involuntary  dissolution,   liquidation  or  winding  up  of  the
Corporation.

3.       Redemption

         (a) General.  Except as provided in paragraph 3(b) below, the shares of
Series A Preferred Stock are not subject to mandatory  redemption by the holders
thereof,  and,  except as  hereinafter  provided in Section 3(c) below,  are not
subject to  redemption  prior to December 31, 2000. On or after January 1, 2001,
shares of Series A Preferred  Stock may be redeemed  by the  Corporation  or its
successor or any acquiring or resulting  entity with respect to the  Corporation
(including by any parent or subsidiary of the  Corporation,  any such successor,
or any such acquiring or resulting  entity),  as applicable,  at its option,  in
whole or in part,  at any time or from time to time,  upon notice as provided in
subsection (c) of this Section 3, by resolution of the Board of Directors of the
Corporation  or its successor or any acquiring or resulting  entity with respect
to the  Corporation  (including by any parent or subsidiary of the  Corporation,
any such successor,  or any such acquiring or resulting entity),  as applicable,
at a  redemption  price of $25,000  per share in cash,  plus,  in each case,  an
amount in cash equal to all declared and unpaid  dividends to the date fixed for
redemption, without interest plus the "redemption premium" set forth in Schedule
A.

         The  aggregate  redemption  price  payable to each  holder of record of
Series A  Preferred  Stock to be redeemed  shall be rounded to the nearest  cent
($0.01).

         If less than all of the outstanding  shares of Series A Preferred Stock
are to be redeemed,  the Corporation will select those shares to be redeemed pro
rata,  by lot or such  other  methods  as the  Board  of  Directors  in its sole
discretion  determines to be equitable.  If redemption is being  affected by the
Corporation,  on and after the redemption date,  dividends shall cease to accrue
on the shares of Series A Preferred Stock called for redemption,  and they shall

<PAGE>
                                       3

be  deemed  to cease to be  outstanding,  provided  that  the  redemption  price
(including any declared but unpaid  dividends to the date fixed for  redemption)
has been duly paid or provided for. If redemption is being effected by an entity
other than the  Corporation,  on and as of the redemption date such entity shall
be deemed to own the shares being redeemed for all purposes hereof provided that
the redemption  price (including the amount of any declared but unpaid dividends
to the date fixed for redemption) has been duly paid or provided for.

         (b) Change of  Control.  In addition to the  redemption  provisions  of
subsection  (a) above  and not in lieu of or in  substitution  therefor,  in the
event of a Change of Control,  the Series A Preferred  Stock shall be redeemable
at the option of the  Corporation or its successor or any acquiring or resulting
entity with respect to the Corporation (including by any parent or subsidiary of
the Corporation, any such successor, or any such acquiring or resulting entity),
as  applicable,  in whole but not in part.  Redemption of the Series A Preferred
Stock pursuant to this subsection (b) shall be effected by notice as provided in
subsection (c) of this Section 3, by resolution of the Board of Directors of the
Corporation  or its successor or any acquiring or resulting  entity with respect
to the  Corporation  (including by any parent or subsidiary of the  Corporation,
any such successor,  or any such acquiring or resulting entity),  as applicable,
at the  redemption  price per share in cash as set forth in Schedule A, plus, in
each case, an amount in cash equal to all declared and unpaid dividends.

         "Change of Control" means (a) a sale of all or substantially all of the
property and assets of the Corporation (other than a reorganization  transaction
in which such  properties  and assets are  transferred  to a  subsidiary  of the
Corporation),  (b) a reorganization,  merger, consolidation or other transaction
or  transactions  (whether  or  not  the  Corporation  is a  party  thereto  and
specifically including, without limitation, open market purchases of securities)
as a result of which any person or entity or "group" of persons and/or  entities
becomes the  "beneficial  owner" (as those terms are defined in and construed by
judicial  authority under Rule 13d-3 promulgated  under the Securities  Exchange
Act of 1934,  as  amended,  as that  Rule may be  amended  from time to time) of
securities  representing  at  least  50% of the  ordinary  voting  power  of the
Corporation  in the  election of  directors,  (c) any event as a result of which
City National Bank of New Jersey (the "Bank")  ceases to be owned and controlled
by the  Corporation or (d) all or  substantially  all the assets of the Bank are
transferred to a party which is not an affiliate of the Corporation or the Bank.

         If redemption is being  effected by the  Corporation,  on and as of the
redemption  date,  dividends  shall  cease to accrue  on the  shares of Series A
Preferred Stock called for  redemption,  and they shall be deemed to cease to be
outstanding,  provided that the  redemption  price  (including  any declared but
unpaid  dividends  to the date  fixed  for  redemption)  has been  duly  paid or
provided  for.  If  redemption  is being  effected  by an entity  other than the
Corporation, on and as of the redemption date such entity shall be deemed to own
the shares  being  redeemed  for all purposes of  hereunder,  provided  that the
redemption  price  (including the amount of any declared but unpaid dividends to
the date fixed for redemption) has been duly paid or provided for.

         (c) Notice of Redemption.  Notice of any redemption,  setting forth (i)
the date and place  fixed for said  redemption,  (ii) the  redemption  price and
(iii) a statement that  dividends on the shares of Series A Preferred  Stock (A)
to be redeemed by the Corporation  will cease to accrue on such redemption date,
or (B) to be redeemed by an entity other than the  Corporation  will  thereafter
accrue solely for the benefit of such entity, shall be mailed,  postage prepaid,
at least  thirty  (30) days,  but not more than  sixty (60) days,  prior to said
redemption  date to each  holder of record  of  Series A  Preferred  Stock to be
redeemed  at his or her  address as the same shall  appear on the stock books of
the  Corporation.  If less than all of the  shares of Series A  Preferred  Stock
owned by such  holder are then to be  redeemed,  such notice  shall  specify the
number  of  shares  thereof  that  are to be  redeemed  and the  numbers  of the
certificates  representing such shares.  Notice of any redemption shall be given
by first class mail,  postage prepaid.  Neither failure to mail such notice, nor
any defect therein or in the mailing  thereof,  to any  particular  holder shall
affect the  sufficiency  of the notice or the  validity of the  proceedings  for
redemption with respect to the other holders. Any notice which was mailed in the
manner herein  provided shall be  conclusively  presumed to have been duly given
whether or not the holder receives such notice.

         If such notice of redemption  shall have been so mailed,  and if, on or
before the  redemption  date specified in such notice,  all funds  necessary for
such redemption shall have been set aside by the Corporation (or other entity as
provided in subsection (a) or (b) of this Section 3) separate and apart from its
other  funds in trust  for the  account  of the  holders  of  shares of Series A
Preferred  Stock  to be  redeemed  (so as to be  and  continue  to be  available
therefor),  then, on and after said redemption  date,  notwithstanding  that any
certificate  for shares of Series A  Preferred  Stock so called  for  redemption
shall not have been  surrendered  for  cancellation  or transfer,  the shares of
Series A Preferred Stock (A) so called for redemption by the  Corporation  shall
be deemed to be no longer outstanding and all rights with respect to such shares
of Series A Preferred  Stock so called for redemption  shall forthwith cease and

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                                       4

terminate,  or  (B) so  called  for  redemption  by an  entity  other  than  the
Corporation shall be deemed owned for all purposes hereof by such entity, except
in each case for the right of the holders  thereof to receive,  out of the funds
so set aside in trust,  the amount  payable on redemption  thereof,  but without
interest,  upon  surrender  (and  endorsement  or assignment  for  transfer,  if
required by the Corporation or such other entity) of their certificates.

         In the event that  holders of shares of Series A  Preferred  Stock that
shall have been redeemed shall not within two (2) years (or any longer period if
required by law) after the redemption  date claim any amount  deposited in trust
with a  Corporation  or trust company for the  redemption  of such shares,  such
Corporation or trust company  shall,  upon demand and if permitted by applicable
law, pay over to the  Corporation (or other entity that redeemed the shares) any
such unclaimed  amount so deposited with it, and shall  thereupon be relieved of
all responsibility in respect thereof, and thereafter the holders of such shares
shall,  subject to applicable  escheat laws,  look only to the  Corporation  (or
other  entity that  redeemed  the shares)  for payment of the  redemption  price
thereof, but without interest from the date of redemption.

         (d)  Status of Shares  Redeemed.  Shares  of Series A  Preferred  Stock
redeemed,  purchased or otherwise  acquired for value by the Corporation  shall,
after such  acquisition,  have the status of authorized  and unissued  shares of
Preferred  Stock and may be reissued by the Corporation at any time as shares of
any series of Preferred Stock other than as shares of Series A Preferred Stock.

4.       Liquidation Preference.

         (a)  Liquidating  Distributions.  In  the  event  of  any  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
the holders of shares of Series A  Preferred  Stock shall be entitled to receive
for each share thereof,  out of the assets of the Corporation  legally available
for distribution to shareholders  under applicable law, or the proceeds thereof,
before any  payment or  distribution  of the assets  shall be made to holders of
shares of Common Stock or any other  Junior Stock  (subject to the rights of the
holders  of any  class or series of equity  securities  having  preference  with
respect  to  distributions  upon  liquidation  and  the  Corporation's   general
creditors, including its depositors), liquidating distributions in the amount of
$25,000 per share, plus an amount per share equal to any dividends  declared but
unpaid, without interest.

         If the  amounts  available  for  distribution  in  respect of shares of
Series A Preferred Stock and any outstanding  Parity Stock are not sufficient to
satisfy the full liquidation rights of all of the outstanding shares of Series A
Preferred  Stock and such Parity  Stock,  then the  holders of such  outstanding
shares shall share ratably in any such  distribution  of assets in proportion to
the full  respective  preferential  amounts  to which they are  entitled.  After
payment of the full  amount of the  liquidating  distribution  to which they are
entitled  , the  holders  of  shares  of Series A  Preferred  Stock  will not be
entitled to any further participation in any liquidating  distribution of assets
by the  Corporation.  All  distributions  made in respect of Series A  Preferred
Stock in connection  with such a  liquidation,  dissolution or winding up of the
Corporation shall be made pro rata to the holders entitled thereto.

         (b)  Consolidation,  Merger  or  Certain  Other  Actions.  Neither  the
consolidation,  merger or other business  combination of the Corporation with or
into any other person, nor the sale of all or substantially all of the assets of
the Corporation, shall be deemed to be a liquidation,  dissolution or winding up
of the Corporation for purposes of this Section 4.

5.       Voting Rights.

         Holders  of shares of Series A  Preferred  Stock  shall  have no voting
rights.


6.       No Conversion Rights.

         The  holders of shares of Series A  Preferred  Stock shall not have any
rights to  convert  such  shares  into  shares  of any other  class or series of
capital  stock  or into  any  other  securities  of,  or any  interest  in,  the
Corporation.

7.       No Sinking Fund.

         No sinking fund shall be  established  for the retirement or redemption
of shares of Series A Preferred Stock.

8.       Preemptive or Subscription Rights.

         No  holder  of  shares  of  Series A  Preferred  Stock  shall  have any
preemptive or  subscription  rights in respect of any shares of the  Corporation
that may be issued.
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                                       5

9.       No other Rights.

         The shares of Series A Preferred Stock shall not have any designations,
preferences or relative, participating,  optional or other special rights except
as set forth herein, or as otherwise required by law.

10.      Compliance with Applicable Law.

         Declaration by the Board of Directors and payment by the Corporation of
dividends to holders of the Series A Preferred Stock and repurchase,  redemption
or other  acquisition  by the  Corporation  (or  another  entity as  provided in
subsections  (a) and (b) of  Section 3 hereof)  of shares of Series A  Preferred
Stock  shall  be  subject  in all  respects  to any  and  all  restrictions  and
limitations  placed on  dividends,  redemptions  or other  distributions  by the
Corporation  (or  any  such  other  entity)  under  (i)  laws,  regulations  and
regulatory conditions or limitations  applicable to or regarding the Corporation
(or any such other  entity) from time to time and (ii)  agreements  with federal
banking  authorities  with respect to the Corporation (or any such other entity)
from time to time in effect.

Signatures



Signed by:      _____________________________      Date:      __________________

Title:          _____________________________

City National Bancshares Corporation