EXHIBIT 3(b)


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


         Coastal  Financial  Corporation,  a corporation  organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
does hereby certify:

         1.       That  at a  meeting  of the  Board  of  Directors  of  Coastal
                  Financial  Corporation,  resolutions were duly adopted setting
                  forth a proposed amendment of the Certificate of Incorporation
                  of said corporation,  declaring said amendment to be advisable
                  and calling a meeting of the  stockholders of said corporation
                  for consideration  thereof.  The resolution  setting forth the
                  proposed amendment is as follows:

                           RESOLVED,  that the Certificate of  Incorporation  of
                           Coastal Financial  Corporation be amended by changing
                           the first  sentence of Article VI of the  Certificate
                           of Incorporation to read as follows:

                           "The  aggregate  number of shares of all  classes  of
                           capital stock which the  Corporation has authority to
                           issue is  16,000,000,  of which  15,000,000 are to be
                           shares of common stock, $.01 par value per share, and
                           of  which  1,000,000  are  to  be  shares  of  serial
                           preferred stock, $.01 par value per share."

                           The remaining  text of Article VI of the  Certificate
                           of Incorporation would remain unchanged.


         2.       That  thereafter,  pursuant  to  resolution  of its  Board  of
                  Directors,  the 1998 Annual Meeting of Stockholders of Coastal
                  Financial Corporation was duly called and held, upon notice in
                  accordance with Section 222 of the General  Corporation law of
                  the State of Delaware at which meeting the necessary number of
                  shares  as  required  by  statute  were  voted in favor of the
                  amendment.

         3.       That said  amendment was duly adopted in  accordance  with the
                  provisions  of Section 242 of the General  Corporation  Law of
                  the State of Delaware.

                                    * * * * *


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         IN WITNESS WHEREOF,  said Coastal Financial Corporation has caused this
certificate  to be signed by  Michael C.  Gerald,  its  President,  and Susan J.
Cooke, its Secretary, its authorized officers, this 28th day of January 1998.




                                                     By:   /s/Michael C. Gerald
                                                           --------------------
(Corporate Seal)                                           Michael C. Gerald
                                                           President


                                                     By    /s/Susan J. Cooke
                                                           -----------------
                                                           Susan J. Cooke
                                                           Secretary