**CERTIFICATE
OF AMENDMENT**
 **OF**
 **CERTIFICATE
OF INCORPORATION**
 **OF**
 **PATRIOT
NATIONAL BANCORP, INC.**
 
 
 The
undersigned, being a duly authorized officer of Patriot National Bancorp, Inc.,
a corporation organized and existing under the laws of the State of Connecticut
(the "Corporation"), does hereby certify:
 
 **FIRST** :  That
Article II.(a) of the Corporation's Certificate of Incorporation be amended in
its entirety to read as follows:
 
 "(a)  The total
number of shares of capital stock which the Corporation shall have the authority
to issue is 31,000,000 shares, consisting of 30,000,000 shares of common stock,
par value two dollars ($2.00) per share, and 1,000,000 shares of serial
preferred stock, without par value.
 
 (1)  Subject
to all of the rights of the Preferred Stock, if any, and except as provided by
law or in this Article II (or in any certificate of designations of any series
of preferred stock):
 
 (i)  the
holders of the common stock shall have the exclusive right to vote for the
election of directors and on all other matters requiring shareholder
action;
 
 (ii)  dividends
may be declared and paid or set apart for payment upon the common stock out of
any assets or funds of the Corporation legally available for the payment of
dividends, but only when and as declared by the Board of Directors;
and
 
 (iii)  upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the net assets of the Corporation shall be distributed pro rata to
the holders of the Common Stock in accordance with their respective rights and
interests.
 
 (2)  The Board
of Directors is authorized, subject to limitations prescribed by law and the
provisions of this Article II, to provide by resolution for the issuance of the
shares of preferred stock in one or more series, and by filing a certificate
pursuant to the applicable law of the State of Connecticut, to establish from
time to time the number of shares to be included in each such series, and to fix
the designation, powers, preferences and relative participating, optional or
other special rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
 
 
  The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:
 
 (i)  The
number of shares constituting that series and the distinctive designation of the
series;
 
 (ii)  The
dividend rate on the shares of that series, whether dividends shall be
cumulative and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
 
 (iii)  Whether
the shares of that series shall have voting rights, in addition to the voting
rights provided by law and, if so, the terms of such voting rights;
 
 (iv)  Whether
the shares of that series shall have conversion or exchange privileges and, if
so, the terms and conditions of such conversion or exchange, including provision
for adjustment of the conversion or exchange rate in such events as the Board of
Directors shall determine;
 
 (v)  Whether
the shares of that series shall be redeemable and, if so, the terms and
conditions of such redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;
 
 (vi)  Whether
the shares of that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms and amounts of such
sinking fund;
 
 (vii)  The
rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, and the relative
rights of priority, if any, of payment of shares of that series;
and
 
 (viii)  Any other
relative rights, preferences and limitations of that series.
 
 Dividends
on outstanding shares of preferred stock shall be paid, or declared and set
apart for payment, before any dividends shall be paid, or declared and set apart
for payment, on the common stock with respect to the same dividend
period.
 
 If, upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the assets available for distribution to holders of shares of
preferred stock of all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of preferred stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto."
 
 **SECOND** :  That,
pursuant to Section 33-800 of the Connecticut General Statutes, the amendment
was duly adopted by the shareholders of the Corporation on June 15, 2004 at the
Corporation's 2004 Annual Meeting of Shareholders with 1,575,870 shares of
 
 
 Common
Stock, par value $2.00 per share (the "Common Stock"), cast in favor of the
amendment, 140,476 shares cast against the amendment and 2,568 abstaining, such
number of votes being sufficient for approval of such amendment. On the Record
Date established for the Meeting, there were 2,428,607 shares of Common Stock
outstanding and entitled to vote and 2,224,385 shares of Common Stock present in
person or by proxy at the Meeting.
 
 **THIRD** :  That the
amendment was duly adopted and approved by the Corporation's shareholders in the
manner required by Sections 33-600 to 33-998 of the Connecticut General
Statutes, and by the Certificate of Incorporation.
 
 **FOURTH** :  That all
other provisions of the Certificate of Incorporation are unchanged.
 
 **IN
WITNESS WHEREOF** , the
undersigned officer is authorized to execute this amendment.
 
 Dated:
July 16, 2004
 
 By:/s/
      Philip W. WolfordName:
      Philip W. WolfordTitle:
      COO & Secretary