EXHIBIT (3)(i)
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           Registrant's Articles of Incorporation,
                         as amended


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DSCB265 (Rev.81)                   Please indicate (check one) type
                                   of corporation

ARTICLES OF INCORPORATION         [X] DOMESTIC BUSINESS CORPORATION
COMMONWEALTH OF PENNSYLVANIA       [ ] DOMESTIC BUSINESS CORPORATION
DEPARTMENT OF STATE                 CLOSE CORPORATION - COMPLETE BACK
CORPORATION BUREAU
NORTH OFFICE BUILDING            [ ] DOMESTIC PROFESSIONAL CORPORATION
HARRISBURG, PA  17120                 ENTER BOARD LICENSE NO.


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010 Name of Corporation must contain a corporate indicator unless exempt
under 15 P.S. 2908 8)

     Cardinal Bancorp, Inc.
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011 Address of Registered Office in Pennsylvania (P. O. Box Number not
acceptable)

     140 East Main Street
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012 City       033 County          013 State          064 Zip
Everett          Bedford        Pennsylvania          15537  (05)
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050 Explain the purpose or purposes of the Corporation

     To have unlimited power to engage in and do any lawful act
concerning any or all lawful business for which corporations may be
incorporated under the provisions of the Business Corporation Law of the
Commonwealth of Pennsylvania.







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The Aggregate Number of Shares, Classes of Shares and Par Value of Shares
Which the Corporation Shall have Authority to Issue:

     Two Million (2,000,000) Shares

040 Number and Class     041 Stated Par Value     042 Total Authorized
    of Shares            Per Share if any
    of Common Stock        $.50                  $1,000,000

031 Term of Existence
      Perpetual

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Name and Address of Each Incorporator, and the Number and Class of Shares
Subscribed to by each Incorporator

<TABLE>

<CAPTION>

                  061,062
060 Name          063, 064 Address      (Street, City, State, Zip Code


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<S>                <C>               <C>
Ray E. Koontz        73 Fifth Avenue,     Everett, PA  15537
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C. Clair Winter                        Crystal Spring, PA 15536
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Jackson E. Bussard    R.D.A-4, Box 84,      Everett, PA  15537
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Ralph C. Over        R.D. #1,             Everett, PA  15537
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<CAPTION>

<S>                     <C>

                       Number & Class of Shares

Ray E. Koontz             1 sh. Common Stock
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C. Clair Winter           1 sh. Common Stock
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Jackson E. Bussard         1 sh. Common Stock
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Ralph C. Over             1 sh. Common Stock
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</TABLE>

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED
THE ARTICLES OF INCORPORATION THIS  twentieth  DAY OF November  1986.
                             ---------        --------


Ray E. Koontz /s/                           Ralph C. Over /s/
--------------------                        ---------------------


C. Clair Winter /s/                         Jackson E. Bussard /s/
--------------------                        ----------------------

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1. The following provisions shall regulate the status of the corporation
as a close corporation:

(a) (Strike out(i) or (ii) below, whichever is not applicable.)

(i) All of the issued shares of the corporation of all classes, exclusive
of treasury shares, shall be held of record by not more than
________________  persons.
(Number not to exceed 30)

(ii) All of the issued shares of the corporation of all classes, exclusive
of treasury shares, shall be held of record by not more than the smaller
of twenty-five "shareholders" within the meaning of Subchapter S of the
Internal Revenue Code of 1954, as amended, or 30 persons.

(b) All of the issued shares of all classes of the corporation shall be
subject to one or more of the restrictions on transfer permitted by
section 613.1 of the Business Corporation Law (15 P.S. Section 1613.1).

(c) The corporation shall make no offering of any of its shares of any
class which would constitute a "public offering" - within the meaning of
the Securities Act of 1933, as amended.

2. (Optional: BCL Section 372B) A person (other than an estate) who is
not an "individual" or who is a "non-resident alien," in either case
within the meaning of the Internal Revenue Code of 1954, as amended
("Code"), shall not be entitled to be a holder of record of shares of the
corporation.  Only a person whose consent is currently in effect to the
election of the corporation to bc treated as an electing small business
corporation under Subchapter S of the Code and a shareholder who has not
affirmatively refused to consent to the election within sixty days after
he acquires his stock, shall be entitled to be a holder of record of
shares of the corporation.

3. (Optional: BCL Section 382) The business and affairs of the corporation
shall be managed by the shareholders of the corporation rather than by a
board of directors.

4. (Optional: Section 376B) The status of the corporation as a "close
corporation" within the meaning of the Business Corporation Law shall not
be terminated without the affirmative vote or written consent of (all
holders of) (shareholders holding ________________ of the) shares of all
classes of the corporation.     fraction at least two-thirds)

5. (Optional: BCL Section 384B) (Any shareholder) (shareholders holding
________________ of the shares) of the corporation may apply for the
appointment of a provisional director of the corporation in the manner and
upon the circumstances provided by statute.

6. (Optional: BCL Section 386) (Any shareholder) (shareholders holding
_________________ of the shares) of the corporation shall have the right
at will to cause the corporation to be dissolved by proceeding in the
manner provided by statue.

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                        CARDINAL BANCORP, INC.
                      ARTICLES OF INCORPORATION
                         ADDITIONAL ARTICLES



     7. No merger, consolidation, liquidation or dissolution of this
corporation nor any action that would result in the sale or other
disposition of all or substantially all of the assets of this corporation
shall be valid unless first approved by the affirmative vote of the
holders of at least seventy-five percent (75%) of the outstanding shares
of Common Stock of this corporation.  This Article 7 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 of
this corporation.

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

     9. (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 the securities of a corporation or otherwise. When
considering whether to oppose an offer, the Board of Directors may, but is
not legally obligated to, consider any relevant, germane or pertinent
issue; by way of illustration, but not to be considered any limitation on
the power of the Board of Directors to oppose a tender or other offer for
this corporation's securities, the Board of Directors may, but shall not
be legally obligated to, consider any or all of the following:

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

     (ii) Whether a more favorable price could be obtained for this
corporation's securities in the future;

     (iii) The social and economic effects of the offer or transaction
on this corporation and any of its subsidiaries, employees, depositors,
loan and other customers, creditors, shareholders and other elements of
the communities in which this corporation and any of its subsidiaries
operate or are located;

     (iv) The reputation and business practice of the offeror and its
management and affiliates as they would affect the shareholders, employees,
depositors and customers of the corporation and its subsidiaries and the
future value of the corporation's stock;

     (v) 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 or other entity whose securities
are being offered;

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CARDINAL BANCORP, INC.

     (vi)     The business and financial conditions and earnings
prospects of the offeror, including, but not limited to, debt service and
other existing or likely financial obligations of the offeror, and the
possible affect of such conditions upon this corporation and any of its
subsidiaries and the other elements of the communities in which this
corporation and any of its subsidiaries operate or are located;

     (vii)     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 or 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 offeror corporation's securities; selling or otherwise
issuing 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. (a) It is the declared intent and policy of this corporation
and its shareholders that control of this corporation is an asset that
belongs to all shareholders of this corporation and that no shareholder
should have, either directly or indirectly, beneficial ownership of
twenty-five percent (25%) or more of the outstanding shares of this
corporation.  Therefore, to carry out the aforementioned intent and
policy, this corporation and its shareholders approve and adopt this
Article 10.

     (b) When any person is determined by the Board of Directors to be
the beneficial owner, either directly or indirectly, of twenty-five percent
(25%) or more of the outstanding shares of this corporation (the
"Substantial Shareholder"), then the Board of Directors may issue in its
sole discretion on a pro rata basis to those shareholders of the
corporation who are not affiliated with the Substantial Shareholder
warrants to purchase additional shares of the common stock of this
corporation at a purchase price equivalent to fifty percent (50%) of the
average transaction price of all purchases and sales of the common stock
of this corporation that occurred during the previous twelve month period
and that are known by the Board of Directors. Such warrants shall be
issued without any consideration, shall not be assignable and shall expire
six (6) months from the date of their issuance. The Board of Directors
shall have the sole discretion in the determination of the number of
shares of common stock of this corporation that may he purchased pursuant
to such warrants.

     (c) The Board of Directors may use, but is not necessarily limited
to, the following indicia to determine "beneficial ownership": the effect
of stock ownership by a person's spouse and minor children; ownership of
shares held by a corporation or foundation of which a Substantial
Shareholder is an officer or affiliate; the extent of a Substantial
Shareholder's ownership of partnership shares; transfers pursuant to

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CARDINAL BANCORP, INC.

divorce; installment purchases; stock warrants, grants and options; control
over the voting power of any stock; the status of a Substantial
Shareholder as trustee, trust beneficiary or settlor of a trust of which
part or all of the corpus is shares of the common stock of this
corporation; and stock dividends.

     (d) "Affiliate" of, or a person "affiliated" with, the Substantial
Shareholder, is a person that directly, or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control
with, the Substantial Shareholder.

     (e) "Person" means an individual, corporation, partnership,
association, joint stock company, syndicate, trust where the interests of
the beneficiaries are evidenced by a security, an unincorporated
organization, group of persons acting in consort, or any other entity.
"Person" does not mean the Board of Directors of this corporation acting
collectively in its capacity as the Board of Directors. "Person" does
include an individual who is a member of the Board of Directors.

     (f) This Article 10 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 of this corporation.

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                        COMMONWEALTH OF PENNSYLVANIA
                            DEPARTMENT OF STATE
                            CORPORATION BUREAU

ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION

     In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to articles of amendment), the undersigned business corporation,
desiring to amend its Articles, does hereby certify and state that:

1. The Name of the Corporation is:

Cardinal Bancorp, Inc.

2. The Address, including street and number, of its Registered Office in
this Commonwealth is: (The Department of State is hereby authorized to
correct the following statement to conform to the records of the
Department):

140 East Main Street, Everett, Bedford County, Pennsylvania 15537-0327.

3. The Statute by or under which the Corporation was Incorporated is:

Business Corporation Law of 1933, Act of May 5, 1933, P.L. 364, as
amended.

4. The Date of its Incorporation is:

November 20, 1986

5. The Manner in which the Amendment was Adopted by the Corporation is:

The amendment was duly adopted and proposed to the Shareholders by the
Board of Directors of the Corporation at a Special Meeting of the Board
of Directors of the Corporation duly called and convened and held on July
23, 1991. The amendment was adopted by the Shareholders of the Corporation
pursuant to Section 1914(a) and (b) of the Business Corporation Law of
1988, as amended, at a Special Meeting of the Shareholders duly called and
convened and held pursuant to a Notice of Special Meeting of Shareholders,
Proxy Statement, and Form of Proxy dated August 20, 1991 and first sent
on or about August 20, 1991 by United States Mail, first class postage
prepaid, to the shareholders of record as of the Record Date of August
12, 1991. The Special Meeting of Shareholders was held at 1:30 p.m.,
prevailing time, on Wednesday, September 18, 1991 at The First National
Bank of Everett, 140 East Main Street, Everett, Pennsylvania 15537. The
total number of shares outstanding was 495,000 with each share entitled to
one vote. The total number of shares entitled to vote was 495,000. The
total number of shares voted for the amendment was 360,468 and the total
number of shares voted against the amendment was 4,011 and the total
number of shares abstaining from voting on the

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matter was 2,405. Thus, the amendment was approved and adopted by 72.8% of
the Shareholders, which constitutes a majority of the votes cast by all
Shareholders entitled to vote at the Special Meeting of Shareholders.

6. The Amendment shall be Effective upon filing these Articles of
Amendment with the Commonwealth of Pennsylvania, Department of State.

7. The Amendment adopted by the Corporation, set forth in full, is as
follows:

     11. This Corporation specifically opts out and shall not be governed
by Subchapter G, Control-share Acquisitions, and Subchapter H, Disgorgement
by Certain Controlling Shareholders Following Attempts to Acquire Control,
of Chapter 25 of the Business Corporation Law of 1988, as added and
amended by Act 36 of 1990. Subchapter G, Control-share Acquisitions, and
Subchapter H, Disgorgement by Certain Controlling Shareholders Following
Attempts to Acquire Control, of Chapter 25 of the Business Corporation Law
of 1988, as added and amended by Act 36 of 1990, shall not be applicable
to the Corporation.


     IN TESTIMONY WHEREOF, the undersigned Corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof
and its corporate seal, duly attested by another such officer, to be
hereunto affixed this 18th day of September, 1991.

                                         CARDINAL BANCORP, INC.

Attest:



  Jackson E. Bussard /s/                     By   Ray E. Koontz /s/
-----------------------------                --------------------------
Jackson E. Bussard, Secretary                Ray E. Koontz, President


     (CORPORATE SEAL)