Exhibit
        4.1.5

      
 

      Certificate
        of Amendment of the 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 June 21, 2004]

       

      IT
        IS
        HEREBY CERTIFIED THAT:

       

      (2) The
        name of the corporation is Smithtown Bancorp., Inc.

       

      (2) 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, May 21, 1998 and July 9, 2001.

       

      (3) The
        certificate of incorporation of this corporation is hereby further amended
        to
        increase the number of Common Shares which the corporation has authority
        to
        issue from 7,000,000 shares of Common Stock with a par value of $1.25 to
        15,000,000 shares of Common Stock with a par value of $0.01 each. The 3,583,639
        shares of Common Stock with a par value of $1.25 per share, issued, shall
        be
        changed into 3,583,639 shares of Common Stock with a par value share of $0.01
        per share. The 3,416,361 shares of Common Stock with a par value of $1.25
        per
        share, unissued, shall be changed into 3,416,361 shares of Common Stock with
        a
        par value of $0.01 per share, and an additional 8,000,000 shares of Common
        Stock
        with a par value of $0.01 are hereby authorized. As a result of this amendment,
        11,416,361 shares of Common Stock with a par value of $0.01, will be authorized
        but unissued. The Preferred Stock of the corporation shall remain the same
        and
        shall not be affected by this amendment.

       

      (4) To
        effect such change the first sentence of Article Fourth of the certificate
        of incorporation of the corporation is hereby amended to read as
        follows:

       

      “The
        aggregate number of shares which the corporation shall have authority to
        issue
        shall be 15,100,000 of which 15,000,000 shall be designated as Common Shares
        with a par value of one cent ($0.01) each, and 100,000 shall be designated
        as
        Preferred Shares with a par value of one cent ($0.01) each.”

       

      (5) The
        foregoing amendment of the certificate of incorporation was authorized first,
        by
        vote of the Board of Directors at a meeting duly called and held on
        January 27, 2004, and then 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 20, 2004.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        this
        certificate of amendment has been subscribed this 9th
        day
        of June, 2004 by the undersigned who affirm that the statements made herein
        are
        true under the penalties of perjury.

       

      
        	
                Type
                  name

              	
                Capacity
                  in which signed

              	
                Signature

              
	
                Bradley
                  E. Rock

              	
                Chairman,
                  President and Chief Executive Officer

              	
                /s/
                  BRADLEY
                  E. ROCK 

              
	 	 	 
	
                Judith
                  Barber

              	
                Secretary

              	
                /s/
                  JUDITH
                  BARBER

              


      

       

      
        
          
          

        

        
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