Exhibit 3.1


                                    THE FIFTH
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                             AMERICAN BANCORPORATION

        Original Articles Filed With Secretary of State on August 10, 1966.

        These Amended Articles of Incorporation  restate,  integrate,  supersede
and further amend the Articles of Incorporation,  as amended,  to read as herein
set forth in full:

        FIRST.    The name of the Corporation is AMERICAN BANCORPORATION.

        SECOND.   The place in the State of Ohio where the principal office of
                  the corporation is located is in the City of Columbus and in
                  Franklin County.

        THIRD.   The purposes for which the corporation is formed are:

                            (a) To organize, acquire by subscription,  purchase,
        exchange or otherwise, invest in and own, any shares or other securities
        of, a commercial  bank, a savings bank, a trust company,  a special plan
        bank, or any one or more of such similar institutions, or in any firm or
        company that provides services,  materials, or equipment to banks, trust
        companies or similar institutions, and

                            (b) To  engage in any  lawful  act or  activity  for
        which  corporations  may be  formed  under  the  provisions  of the Ohio
        General Corporation Law, Title 17 of the Revised Code.

        FOURTH.            The authorized number of shares of the corporation is
                           six  million  seven  hundred   thousand   (6,700,000)
                           shares, six and one-half million (6,500,000) of which
                           are Common Shares,  without par value and two hundred
                           thousand  (200,000)  shall be Preferred  Stock with a
                           par value of $100.00 each, issuable in series.

        FIFTH.        The expressed terms of the Preferred Stock are as follows:

                            1.  All  shares  of  the  Preferred   Stock  of  any
        particular  series shall be identical  with each other in all  respects,
        except as to the date from which dividends  thereon shall be cumulative.
        All shares of  Preferred  Stock  shall be of equal rank with each other,
        regardless  of  series,  and shall be  identical  with each other in all
        other  respects,  except as herein  provided.  Preferred  Stock shall be
        issued  in  series,  running  "A to "Z",  with such  distinctive  serial
        designation  as shall be stated by  resolution of the Board of Directors
        who shall have full  discretion  , in respect to  preferred  shares then
        unissued or in the  treasury of the Company by adopting an  amendment to
        the Articles of  Incorporation  in the matter of the following terms and
        conditions:

(a)  to fix or change the number of shares constituting the particular series;

(b)  to fix or change the rate or amount  per annum at which the  holders of the
     shares of the particular series shall be entitled to receive dividends, the
     dates on which such  dividends  shall be payable and the date or dates from
     which such dividends shall be cumulative;

(c)  to fix or change the amount or amounts per share for the particular  series
     payable to the  holders  thereof  in case of  dissolution,  liquidation  or
     winding up of the Corporation;



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(d)  to fix or change  the  redemption  rights and price or prices per share for
     the particular series;

(e)  to fix or change the sinking fund requirements,  if any, for the particular
     series, which may require the Corporation to set aside or provide a sinking
     fund out of earnings or  otherwise  for the purchase or  redemption  of the
     shares of such series;

(f)  to determine  whether or not the shares of the  particular  series shall be
     made convertible into other shares of the Corporation,  to conversion price
     or prices,  or the rates of exchange at which such  conversion may be made,
     and the terms and conditions upon which any such  conversion  rights may be
     exercised;

(g)  to determine  whether or not there shall be restrictions on the issuance of
     shares of the particular series or of any other class or series; and

(h)  to include  additional  shares of Preferred  Stock which the Corporation is
     authorized to issue in the particular series.

2.
(a)  The holders of Preferred Stock at the time outstanding shall be entitled to
     receive,  out of any funds legally  available for the payment of dividends,
     if,  when and as  declared  by the  Board  of  Directors,  cash  dividends,
     preferential  as set  forth  in  the  next  succeeding  paragraph  of  this
     Subdivision  2, at the rate or amount  per annum and  payable  on the dates
     fixed for the particular series by the Board of Directors.

(b)  Such  dividends  shall  be  cumulative,  in the  case  of all  shares  of a
     particular series,  from the date or dates fixed by the Board of Directors.
     No dividend or other distribution  (other than a dividend payable in Common
     Shares of the  Corporation)  shall be declared,  paid or made on the Common
     Shares  of the  Corporation,  and  none  of such  Common  Shares  shall  be
     purchased or otherwise  acquired for 2  consideration  by the  Corporation,
     until the full cumulative dividends on all outstanding shares of all series
     of the Preferred  Stock up to the end of the current  dividend period shall
     have  been  declared  and  paid  or  shall  have  been  declared  and a sum
     sufficient  for the  payment  thereof  by the Board of  Directors.  Accrued
     dividends on the Preferred Stock shall bear no interest.

(c)  If the amount declared by the Board of Directors to be paid as dividends on
     all outstanding  shares of the Preferred Stock shall be insufficient to pay
     the full dividends,  including accumulations,  on all outstanding shares of
     all series,  such amount shall be paid on the shares of each series only in
     the  ratio  which  the  full  dividend,  including  accumulations,  on  all
     outstanding  shares of a particular series would bear to the full dividend,
     including accumulations, on all outstanding shares of all series.

(d)  The  holders of the  Preferred  Stock  shall not be entitled to receive any
     dividends thereon other than the dividends  referred to in this Subdivision
     2.

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3.   In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
     Corporation, whether voluntary or involuntary, then before any distribution
     shall be made to the  holders  of  Common  Shares of the  Corporation,  the
     holders of shares of each particular  series of Preferred Stock outstanding
     shall be  entitled  to receive  such amount as shall have been fixed by the
     Board of Directors,  plus an amount in the case of each such share equal to
     all accrued and unpaid  dividends  thereon up to the date of payment of the
     final amount due thereon.  Such amounts shall be payable without  interest.
     After such payment to the holders of Preferred  Stock, the remaining assets
     of the Corporation,  shall be divided and distributed  among the holders of
     the Common Shares then outstanding according to their respective interests.
     If the amount available for payment to the holders of outstanding shares of
     Preferred  Stock  upon any  liquidation,  dissolution  or winding up of the
     Corporation  shall  be  insufficient  to pay the full  amounts  theretofore
     specified  in  this  Subdivision  3 to  be  paid  to  the  holders  of  all
     outstanding  shares of  Preferred  Stock,  the  amount  available  shall be
     distributed  on the  outstanding  shares of each  particular  series in the
     ratio which the maximum  amount payable on the  outstanding  shares of such
     particular  series bears to the maximum amount  payable on the  outstanding
     shares  of  all  series.   Neither  the  consolidation  or  merger  of  the
     Corporation  with or into any other  corporation or  corporations,  nor the
     merger of any  corporation  or  corporations  into the  Corporation,  nor a
     reorganization  of  the  Corporation,  or  the  sale  or  transfer  by  the
     Corporation  of all or any  part of its  assets,  shall  be  regarded  as a
     liquidation,  dissolution  or  winding  up of the  Corporation  within  the
     meaning of this Subdivision 3.

4.   (a) The  Corporation,  at the option of the Board of Directors,  may redeem
     the  whole  or any  part of the  shares  of  Preferred  Stock  at the  time
     outstanding or the whole or part of any particular  series thereof,  at any
     time and from time to time, by paying,  in the case of the Preferred  Stock
     of each particular  series,  such redemption  price therefore as shall have
     been  fixed by the  Board of  Directors  plus an amount in the case of each
     share so to be redeemed,  equal to all accrued and unpaid dividends thereon
     up to the  date of  redemption.

(b)  If at any time less than all of the  outstanding  shares of Preferred Stock
     shall be called  for  redemption,  the Board of  Directors  may  select the
     particular  series to be redeemed  and if less than all of the  outstanding
     shares of a particular  series are to be called for redemption,  the shares
     so to be redeemed shall be selected by lot, or pro rata,

(c)  Notice  of every  such  redemption  shall be  given by the  Corporation  by
     mailing a copy of such  notice at least 30 days prior to the date fixed for
     such redemption to each of the holders of record of the shares of Preferred
     Stock to be redeemed,  at their respective addresses appearing on the books
     of the  Corporation.  From and after the date  fixed in such  notice as the
     date of  redemption  (unless  default shall be made by the  Corporation  in
     providing moneys for payment of the redemption price), all dividends on the
     shares of Preferred  Stock  thereby  called for  redemption  shall cease to
     accrue,  and all rights of the holders as  shareholders  of the Corporation
     (except the right to receive payment of said  redemption  price and accrued
     and unpaid  dividends to the date of redemption)  shall cease to determine;
     or if the  date  shall  be the  date  (which  date  shall  be the  date  of
     redemption or prior thereto) on which the Corporation  shall deposit with a
     bank or trust company doing business in the State of Ohio, as Paying Agent,
     moneys  sufficient in amount to pay at the office of such Paying Agent,  on
     the date of  redemption  the  redemption  price,  together with accrued and
     unpaid  dividends  to the date of  redemption  of such Paying Agent and the
     intention  of the  Corporation  to deposit  said moneys is made known on or
     before the date of redemption with such Paying Agent,  all dividends on the
     shares of Preferred  Stock so called for  redemption  shall cease to accrue
     and all rights of the holders  thereof as  shareholders  of the Corporation
     (except the right to receive from said Paying Agent said  redemption  price
     and accrued and unpaid dividends to the date of redemption,  and the right,
     if any, to convert  shares  thereof into Common Shares of the  Corporation)
     shall thereupon cease to determine,  and by the deposit of said moneys with
     said Paying Agent

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     the
     shares of Preferred Stock so called for redemption  shall be redeemed.  Any
     moneys so deposited with said Paying Agent which shall remain  unclaimed by
     the holders of the shares of Preferred Stock so called for redemption shall
     be  redeemed.  Any moneys so  deposited  with said Paying Agent which shall
     remain  unclaimed by the holders of the shares of Preferred Stock so called
     for redemption shall be paid by said Paying Agent to the  Corporation,  and
     thereafter  the  holders  of the  shares of  Preferred  Stock so called for
     redemption shall look only to the Corporation for payment.

(d)  So long as all cumulative dividends on the shares of Preferred Stock of all
     series  at the time  outstanding  are paid or  declared  and set  apart for
     payment for all past dividend periods, the Corporation shall have the right
     at any time or from time to time, to purchase all or any part of the shares
     of Preferred  Stock of any series,  either at public or private  sale, at a
     price not in excess of the current redemption price per share, plus accrued
     dividends  and  plus an  amount  equal  to usual  and  customary  brokerage
     commissions payable in connection with the purchase thereof.

5.   The
     holders of the  Preferred  Stock shall,  subject to the  provisions  of the
     Regulations  of the  Corporation  and the statutes of Ohio  relating to the
     fixing  of a record  date,  be  entitled  to one  vote  for  each  share of
     Preferred Stock held by them,  respectively,  for the election of directors
     and for all other  purposes,  but shall not be  entitled  to any other,  or
     special,  or restrictive voting rights of any kind whatsoever,  except only
     as and when  and to the  extent  required  by  statute,  and in the case of
     Preferred Stock of each particular series, as and when and to the extent as
     shall have been fixed by the Board of Directors.

6.   No holder of  Preferred  Stock  shall be  entitled,  as such holder or as a
     matter  of  right,  to  subscribe  for or  purchase  any part of any new or
     additional issue of stock of any class of series,  whether now or hereafter
     authorized,  or of any stock or  securities  convertible  into stock of any
     class or series,  and  whether  issued  for cash,  property,  services,  or
     otherwise.

7.   Subject to and in  accordance  with the  provision  of this Fifth  Article,
     there is hereby created the following series of Preferred Shares:

   (To be inserted, when authorized, by Resolution of the Board of Directors)

SIXTH. Except as otherwise  expressly  provided  herein,  no  shareholder of the
     Corporation  shall by reason of his  holding  shares of any class  have any
     pre-emptive or preferential right to purchase or subscribe to any shares of
     any class of the Corporation,  now or hereafter  authorized,  or any notes,
     debentures,  bonds or other securities convertible into or carrying options
     or warrants to purchase shares of any class,  now or hereafter  authorized,
     whether or not the issuance of any such shares, or such notes,  debentures,
     bonds or other  securities,  would affect  adversely the dividend of voting
     rights of such shareholder,  and the Board of Directors may issue shares of
     any class of the  Corporation,  or any notes,  debentures,  bonds, or other
     securities  convertible  into or  carrying  options or warrants to purchase
     shares of any class,  without offering any such shares of any class, either
     in whole or in part, to the existing  shareholders of any class;  provided,
     however,  that the Board of Directors  may, in its  discretion,  grant such
     preferential  subscription  rights at such price and upon such other  terms
     and conditions as it may determine.

SEVENTH. The Corporation  may, from time to time,  pursuant to  authorization by
     the Board of Directors and without action by the shareholders,  purchase or
     otherwise acquire shares of the Corporation of any class or classes in such
     manner, upon such terms and in such amounts as the Board of Directors shall
     determine;  subject, however, to such limitation or restriction, if any, as
     is contained in the express terms of any class of shares of the Corporation
     outstanding at the time of the purchase or acquisition in question.



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EIGHTH.  Notwithstanding any provision of the Ohio Revised Code now or hereafter
     in force requiring for any purpose the vote, consent,  waiver or release of
     the holders of shares  entitling  them to exercise  two-thirds or any other
     proportion,  of the voting power of the Corporation or any class or classes
     of shares thereof,  such action,  unless  otherwise  expressly  required by
     statute or by these Amended Articles of  Incorporation  may be taken by the
     vote, consent, waiver or release of the holders of shares entitling them to
     exercise a majority of the voting power of the Corporation or of such class
     or classes.