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                                                                    EXHIBIT 3(b)

                            CERTIFICATE OF AMENDMENT
               BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF


                          LONDON FINANCIAL CORPORATION
--------------------------------------------------------------------------------
                              (Name Of Corporation)


     John J. Bodle, who is:

[ ] Chairman of the Board     [X] President   [ ] Vice President (Check one)

and

     Rebecca A. Lohr, who is:

[X] Secretary            [ ] Assistant Secretary (Check one)

of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)

[ ]      a meeting of the shareholders was duly called for the purpose of
         adopting this amendment and held on __________________, 19___ at which
         meeting a quorum of the shareholders was present in person or by proxy,
         and by the affirmative vote of the holders of shares entitling them to
         exercise ___________% of the voting power of the corporation.

[X]      in a writing signed by all of the shareholders who would be entitled to
         notice of a meeting held for that purpose, the following resolution to
         amend the articles was adopted:

[ ]      RESOLVED, that the Amended Articles of Incorporation of the
         Corporation, a copy of which is attached hereto as Exhibit A (the
         "Amended Articles"), be, and they hereby are, adopted; and

         FURTHER RESOLVED, that the Amended Articles shall supersede and replace
         the existing Articles of Incorporation of the Corporation.

     IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their names this 7th day of February,
1996.


                                         By John J. Bodle
                                            -----------------------------
                                             President

                                         By Rebecca A. Lohr
                                            -----------------------------
                                             Secretary

NOTE: Ohio law does not permit one officer to sign in two capacities, Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.


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                                    EXHIBIT A


                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                          LONDON FINANCIAL CORPORATION


                  FIRST: The name of the corporation shall be London Financial
Corporation.

                  SECOND: The place in Ohio where the principal office of the
corporation is to be located is the City of London, County of Madison.

                  THIRD: The purpose for which the corporation is formed is to
engage in any lawful act or activity for which corporations may be formed under
Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

                  FOURTH: The authorized shares of the corporation shall be five
million (5,000,000) common shares, each without par value. The directors of the
corporation may adopt an amendment to the Articles of Incorporation of the
corporation in respect of any unissued or treasury shares of any class and
thereby fix or change: the division of such shares into series and the
designation and authorized number of each series; the dividend rate; the dates
of payment of dividends and the dates from which they are cumulative; the
liquidation price; the redemption rights and price; the sinking fund
requirements; the conversion rights; and the restrictions on the issuance of
shares of any class or series.

                  FIFTH: (A) The board of directors of the corporation shall
have the power to cause the corporation from time to time and at any time to
purchase, hold, sell, transfer or otherwise deal with (i) shares of any class or
series issued by it, (ii) any security or other obligation of the corporation
which may confer upon the holder thereof the right to convert the same into
shares of any class or series authorized by the articles of the corporation, and
(iii) any security or other obligation which may confer upon the holder thereof
the right to purchase shares of any class or series authorized by the Articles
of Incorporation of the corporation.

                  (B) The corporation shall have the right to repurchase, if and
when any shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the corporation.

                  (C) The authority granted in this Article Fifth shall not
limit the plenary authority of the directors to purchase, hold, sell, transfer
or otherwise deal with shares of any class or series, securities or other
obligations issued by the corporation or authorized by the Articles of
Incorporation of the corporation.

                  SIXTH: Notwithstanding any provision of the Ohio Revised Code
requiring for any purpose the vote, consent, waiver or release of the holders of
shares of the corporation entitling them to exercise any proportion of the
voting power of the corporation or of any class or classes thereof, such action,
unless expressly otherwise provided by statute, may be taken by the vote,
consent, waiver or release of the holders of shares entitling them to exercise
not less than a majority of the voting power of the corporation or of such class
or classes; provided, however, that if the board of directors of the corporation
shall recommend against the approval of any of the following matters, the
affirmative vote of the holders of shares entitling them to exercise not less
than seventy-five percent (75%) of the voting power of any class or classes of
shares of the corporation which entitle the holders thereof to vote in respect
of any such matter as a class shall be required to adopt:

                  (A)      A proposed amendment to the Articles of Incorporation
                           of the corporation;

                  (B)      A proposed amendment to the Code of Regulations of
                           the corporation;

                  (C)      A proposal to change the number of directors by
                           action of the shareholders;

                  (D)      An agreement of merger or consolidation providing for
                           the proposed merger or consolidation of the
                           corporation with or into one or more other
                           corporations;

                  (E)      A proposed combination or majority share acquisition
                           involving the issuance of shares of the corporation
                           and requiring shareholder approval;



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                  (F)      A proposal to sell, exchange, transfer or otherwise
                           dispose of all, or substantially all, of the assets,
                           with or without the goodwill, of the corporation; or

                  (G)      A proposed dissolution of the corporation.

                  SEVENTH: Until the expiration of five years from the date of
the acquisition by the corporation of the capital stock of The Citizens Loan &
Savings Company ("Citizens") to be issued in connection with the conversion of
Citizens from mutual to stock form, no Person (hereinafter defined) shall
directly or indirectly Offer (hereinafter defined) to Acquire (hereinafter
defined) or Acquire the Beneficial Ownership (hereinafter defined) of more than
10% of any class of any equity security of the corporation; provided, however,
that such prohibition shall not apply to the purchase of shares by underwriters
in connection with a public offering or the power of trustees to vote shares of
the corporation held by an employee stock ownership plan for the benefit of
employees of Citizens or the corporation. In the event that any shares of the
corporation are Acquired in violation of this Article Seventh, all shares
Beneficially Owned by any Person in excess of 10% of any class of equity
security of the corporation shall not be counted as shares entitled to vote,
shall not be voted by any Person and shall not be counted as voting shares in
connection with any matter submitted to the shareholders for a vote. For
purposes of this Article Seventh, the following terms shall have the meanings
set forth below:

                  (A)      "Person" includes an individual, a group acting in
                           concert, a corporation, a partnership, an
                           association, a joint stock company, a trust, an
                           unincorporated organization or similar company, a
                           syndicate or any other group formed for the purpose
                           of acquiring or disposing of the equity securities of
                           the corporation, but does not include an employee
                           stock ownership plan for the benefit of employees of
                           Citizens or the corporation.

                  (B)      "Offer" includes every offer to buy or otherwise
                           acquire, solicitations or an offer to sell, tender
                           offer for, or request or invitation for tenders of, a
                           security or interest in a security for value.

                  (C)      "Acquire" includes every type of acquisition, whether
                           effected by purchase, exchange, operation of law or
                           otherwise.

                  (D)      "Acting in concert" means (i) participation in a
                           joint activity or conscious parallel action towards a
                           common goal, whether or not pursuant to an express
                           agreement, or (ii) a combination or pooling of voting
                           or other interests in the securities of an issuer for
                           a common purpose pursuant to any contracts,
                           understanding, relationship, agreement or other
                           arrangement, whether written or otherwise.

                  (E)      "Beneficial Ownership" shall include, without
                           limitation, (i) all shares directly or indirectly
                           owned by a Person, by an Affiliate (hereinafter
                           defined) of such Person or by an Associate
                           (hereinafter defined) of such Person or such
                           Affiliate, (ii) all shares which such Person,
                           Affiliate or Associate has the right to acquire
                           through the exercise of any option, warrant or right
                           (whether or not currently exercisable), through the
                           conversion of a security, pursuant to the power to
                           revoke a trust, discretionary account or similar
                           arrangement, or pursuant to the automatic termination
                           of a trust, discretionary account or similar
                           arrangement, and (iii) all shares as to which such
                           Person, Affiliate or Associate directly or indirectly
                           through any contract, arrangement, understanding,
                           relationship or otherwise (including, without
                           limitation, any written or unwritten agreement to act
                           in concert) has or shares voting power (which
                           includes the power to dispose or to direct the
                           disposition of such shares) or both.

                  (F)      "Affiliate" shall mean a Person that directly or
                           indirectly, through one or more intermediaries,
                           controls or is controlled by, or is under common
                           control with, another Person.

                  (G)      "Associate" of a Person shall mean (i) any
                           corporation or organization (other than the
                           corporation or a subsidiary of the corporation) of
                           which the Person is an officer or partner or is,
                           directly or indirectly, the beneficial owner of ten
                           percent or more of any class of equity securities,
                           (ii) any trust or other estate in which the Person
                           has a substantial beneficial interest or as to which
                           the Person serves as trustee or in a 



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                           similar fiduciary capacity, except a tax-qualified
                           employee stock benefit plan in which the Person has a
                           substantial beneficial interest or serves as a
                           trustee or in a similar fiduciary capacity or a
                           tax-qualified employee stock benefit plan, and (iii)
                           any relative or spouse of the Person, or any relative
                           of such spouse, who has the same home as the Person
                           or is a director or officer of the corporation or any
                           of its parents or subsidiaries.

                  EIGHTH: No shareholder of the corporation shall have, as a
matter of right, the pre-emptive right to purchase or subscribe for shares of
any class, now or hereafter authorized, or to purchase or subscribe for
securities or other obligations convertible into or exchangeable for such shares
or which by warrants or otherwise entitle the holders thereof to subscribe for
or purchase any such shares.

                  NINTH: No shareholder of the corporation shall have the right
to vote his or her shares cumulatively in the election of directors of the
corporation.

                  TENTH: These articles of incorporation shall supersede and
replace the existing articles of incorporation of the corporation.