EXHIBIT 3

           ARTICLES OF INCORPORATION, AMENDED AS OF SEPTEMBER 18, 1997




















































                                COMM BANCORP, INC.

                        AMENDED ARTICLES OF INCORPORATION
                             AS OF SEPTEMBER 18, 1997

     1.   Corporation's Name

          The name of the corporation is Comm Bancorp, Inc.

     2.   Corporation's Address

          The address of this corporation's current registered office in this
          Commonwealth and the
          county of venue is 521 Main Street, Forest City, Pennsylvania 18421,
          Susquehanna County.

     3.   Incorporation

          This corporation is incorporated under the provisions of the Business
          Corporation Law of 1933, as amended.

     4.   Number of Shares

          The aggregate number of shares which the corporation shall have
          authority to issue is twelve
          million (12,000,000) shares of Common Stock of the par value of
          thirty-three cents ($.33) per share (the "Common Stock").

     5.   Incorporator's Names and Addresses

          The name and address of each incorporator and the number and class of
          shares subscribed to
          by each incorporator is: Gerald B. Franceski, 519 Lackawanna Street,
          Forest City,
          Pennsylvania 18421, 1 share Common Stock; William F. Farber, Sr.,
          Box 492, R.D.#1,
          Carbondale, Pennsylvania 18407, 1 share Common Stock; and Michael
          Sterchak, D.D.S., 413 Main
          Street, Forest City, Pennsylvania 18421, 1 share Common Stock.

     6.   Existence Term

          The term of existence of this corporation is perpetual.




     7.   Articles Effective Date

          These articles of incorporation are to be effective on the date of
          filing with the Department
          of State of the Commonwealth of Pennsylvania.

     8.   Cumulative Voting Rights

          Cumulative voting rights shall not exist with respect to the election
          of directors.

     9.   Opposition of Tender (or other offer)

          A.  The Board of Directors may, if it deems it advisable, oppose a
              tender, or other offer for
              the corporation's securities, whether the offer is in cash or in
              securities of a
              corporation or otherwise.  When considering whether to oppose an
              offer, the Board of
              Directors may, but it is not legally obligated to, consider any
              pertinent issues; by way
              of illustration, but not of limitation, the Board of Directors
              may, but shall not be
              legally obligated to, consider any and all of the following:

              (1)  Whether the offer price is acceptable based on the historical
                   and present operating
                   results or financial condition of the corporation.

              (2)  Whether a more favorable price could be obtained for the
                   corporation's securities
                   in the future.

              (3)  The impact which an acquisition of the corporation would
                   have on its employees,
                   depositors and customers of the corporation and its
                   subsidiaries in the community
                   which they serve.

              (4)  The reputation and business practices of the offeror and its
                   management and
                   affiliates as they would affect the employees, depositors and
                   customers of the
                   corporation and its subsidiaries and the future value of the
                   corporation's stock.

              (5)  The value of the securities, if any, which the offeror is
                   offering in exchange for
                   the corporation's securities, based on an analysis of the
                   worth of the corporation
                   as compared to the corporation or other entity whose
                   securities are being offered.

              (6)  Any antitrust or other legal and regulatory issues that are
                   raised by the offer.
          B.  If the Board of Directors determines that an offer should be
              rejected, it may take any
              lawful action to accomplish its purpose including, but not
              limited to, any and all of the
              following: advising shareholders not to accept the offer;
              litigation against the offeror;
              filing complaints with all governmental and regulatory
              authorities; acquiring the
              authorized but unissued securities or treasury stock or granting
              options with respect
              thereto; acquiring a company to create an antitrust or other
              regulatory problem for the
              offeror; and obtaining a more favorable offer from another
              individual or entity.

      10.     Classification of Directors

              Directors will all be placed into one classification.  Each
              director shall serve until his
              or her successor shall have been elected and shall qualify, even
              though his or her term
              of office as herein provided has otherwise expired, except in the
              event of his or her
              earlier resignation, removal or disqualification.  As adopted at
              the present time an
              individual shall be able to serve as director until the completion
              of the year in which
              he or she has attained the age of seventy-two (72), except for
              those directors previously
              covered by the 80-year old policy.

      11.     Filling of Vacancies in Board of Directors Caused by Increase in
              Number of Directors

              Any directorship to be filled by reason of an increase in the
              number of directors may be
              filled by the Board of Directors.  The Board of Directors shall
              specify the class in which
              a director so elected shall serve.  Any director elected by the
              Board of Directors shall
              hold office only until the next annual meeting of the shareholders
              and until his successor
              shall have been elected and qualified; notwithstanding that the
              term of office of the
              other directors in the class of which he is a member does not
              expire at the time of such
              meeting.  His successor shall be elected by the shareholders to a
              term of office which
              shall expire at the same time as the term of office of the other
              directors in the class to which he is elected.





      12.     Number of Directors

              The Board of Directors shall consist of not less than five (5) nor
              more than twenty-five
              (25) shareholders, the exact number to be fixed and determined
              from time to time by
              resolution of a majority of the shareholders at any annual or
              special meeting thereof.

      13.     Preemptive Rights

              No holder of shares of any class or of any series of any class
              shall have any preemptive
              right to subscribe for, purchase or receive any shares of the
              corporation, whether now or
              hereafter authorized, or any obligations or other securities
              convertible into or carrying
              options to purchase any such shares of the corporation, or any
              options or rights to
              purchase any such shares or securities, issued or sold by the
              corporation for cash or any
              other form of consideration, and any such shares, securities or
              rights may be issued or
              disposed of by the Board of Directors to such persons and on such
              terms as the Board in
              its discretion shall deem advisable.

      14.     Indebtedness

              The corporation shall have authority to borrow money and the Board
              of Directors, without
              the approval of the shareholders and acting within their sole
              discretion, shall have the
              authority to issue debt instruments of the corporation upon such
              terms and conditions and
              with such limitation as the Board of Directors deems advisable.
              The authority of the
              Board of Directors shall include, but not be limited to, the power
              to issue convertible debentures.

      15.     Indemnification

              Every person who is or was a director, officer, employee, or agent
              of the corporation, or
              of any corporation which he served as such at the request of the
              corporation, shall be
              indemnified by the corporation to the fullest extent permitted by
              law against all expenses
              and liabilities reasonably incurred by or imposed upon him, in
              connection with any
              proceeding to which he may be made, or threatened to be made, a
              party, or in which he may
              become involved by reason of his being or having been a director,
              officer, employee or
              agent of the corporation, or of such other corporation, whether or
              not he is a director,
              officer, employee or agent of the corporation or such other
              corporation at the time the
              expenses or liabilities are incurred.

      16.     Shareholder Action

              No merger, consolidation, liquidation or dissolution of the
              Corporation nor any action
              that would result in the sale or other disposition of all or
              substantially all of the
              assets of the Corporation (the foregoing transactions referred to
              collectively as a
              "Fundamental Transaction") shall be valid unless approved by the
              affirmative vote of the
              holders of at least seventy-five percent (75%) of the outstanding
              shares of Common Stock;
              provided, however, that if the Corporation shall be the surviving
              or continuing entity to
              a Fundamental Transaction, then, in such case, the Fundamental
              Transaction shall be valid
              by the approval of the affirmative vote of the holders of a
              majority of the outstanding
              shares of the Common Stock.  This Article 16 may not be amended
              unless first approved by
              the affirmative vote of the holders of at least seventy-five
              percent (75%) of the outstanding shares of Common Stock.