Exhibit
        4.1.4

      


      


        CERTIFICATE
          OF AMENDMENT


         

        OF


         

        CERTIFICATE
          OF INCORPORATION


         

        OF


         

        SMITHTOWN
          BANCORP, INC.

         

        Under
          Section 805 of the Business Corporation Law

         

        [Filed
          with the State of New York Department of State on July 9, 2001]

        


        


        The
          undersigned, being the Chairman of the Board, President and Chief Executive
          Officer and the Secretary, of Smithtown Bancorp, Inc., a New York
          corporation, hereby certify that:

         

        FIRST:
          The name of the corporation is Smithtown Bancorp, Inc.

         

        SECOND:
          The certificate of incorporation of the corporation was filed by the Department
          of State on May 7, 1984 and was amended by certificates of amendment of
          the
          certificate of incorporation filed by the Department of State on May 30,
          1997 and May 21, 1998.

         

        THIRD:
          For the purpose of effecting a two-for-one stock split, the certificate
          of
          incorporation, as amended, is hereby further amended to increase the number
          of
          shares of Common Stock which the corporation has authority to issue from
          3,000,000 shares of Common Stock with a par value of $2.50 each to 7,000,000
          shares of Common Stock with a par value of $1.25 each. The 771,018 shares
          of
          Common Stock, par value of $2.50 per share, issued, shall be changed into
          1,542,036 new shares of Common Stock, par value of $1.25 per share at the
          rate
          of 2 for 1. The 2,228,982 shares of Common Stock, par value of $2.50 per
          share,
          unissued, shall be changed into 4,457,964 new shares of Common Stock, par
          value
          of $1.25 per share at the rate of 2 for 1 and an additional 1,000,000 shares
          of
          Common Stock, par value of $1.25 per share are hereby authorized. As a
          result of
          this amendment, 5,457,964 shares of Common Stock, par value of $1.25 each,
          will
          be authorized but unissued. The Preferred Shares of the corporation shall
          remain
          the same and shall not be affected by this amendment.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        FOURTH:
          To effect such change, the first sentence of Article FOURTH of the
          certificate of incorporation of the corporation is hereby amended in its
          entirety to read as follows:

         

        “The
          aggregate number of shares which the corporation shall have authority to
          issue
          shall be 7,100,000, of which 7,000,000 shall be designated as Common Shares
          with
          a par value of $1.25 each, and 100,000 shall be designated as Preferred
          Shares
          with a par value of one cent ($0.01) each.”

         

        FIFTH:
          The foregoing amendment of the certificate of incorporation was authorized
          by
          the Board of Directors of the corporation at a meeting duly called and
          held on
          February 15, 2001 followed by the favorable vote of the holders of a
          majority of all outstanding shares entitled to vote thereon at a meeting
          of
          shareholders duly called and held on April 17, 2001.

         

        IN
          WITNESS WHEREOF, the undersigned have signed this certificate of amendment
          of
          certificate of incorporation on May 4, 2001 and affirm the statements contained
          herein as true under the penalties of perjury.

         

        
          	 	 	 
	 	SMITHTOWN
                  BANCORP,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ BRADLEY
                  E. ROCK
	 	
                  

                  Name:
                    Bradley E. Rock

                  Title:
                    Chairman of the Board, President and Chief
                    Executive Officer

                
	 	 


        

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ JUDITH
                  BARBER
	 	
                  

                  Name:
                    Judith Barber

                  Title:
                    Secretary