Exhibit
        4.1.2

      


      

        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 May 30, 1997]

        


        The
          undersigned, being Chairman of the Board and President, of Smithtown Bancorp,
          Inc., a New York corporation, hereby certifies 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.

         

        THIRD.
          The certificate of incorporation is amended to increase the number of shares
          which the corporation has authority to issue from 500,000 shares of Common
          Stock
          with a par value of $5.00 each and no shares of preferred stock to 1,500,000
          shares of common stock with par value of $5.00 each and 100,000 shares
          of
          preferred stock with a par value of $0.01 each. To effect such changes,
          Article
          FOURTH of the certificate of incorporation of the corporation is hereby
          amended
          in its entirety to read as follows:

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        “FOURTH.
          Number
          of Shares.
          The
          aggregate number of shares which the corporation shall have authority to
          issue
          shall be 1,600,000, of which 1,500,000 shall be designated as Common Shares
          with
          a par value of $5.00 each and 100,000 shall be designated as Preferred
          Shares
          with a par value of one cent ($0.01) each. Preferred Shares may be issued
          in
          series from time to time by the board of directors, and the board of directors
          is expressly authorized to fix by resolution or resolutions the designations
          and
          the powers, preferences and rights, and the qualifications, limitations
          and
          restrictions thereof, the Preferred Shares, including without limitation
          the
          following:

         

        
          	 	
                  (a)

                	
                  the
                    distinctive serial designation of such series which shall distinguish
                    it
                    from other series;

                


        

         

        
          	 	
                  (b)

                	
                  the
                    number of shares included in such series, which number may be
                    increased or
                    decreased from time to time unless otherwise provided by the
                    board of
                    directors in the resolution or resolutions providing for the
                    issue of such
                    series;

                


        

         

        
          	 	
                  (c)

                	
                  the
                    dividend rate (or method of determining such rate) payable to
                    the holders
                    of the shares of such series, any conditions upon which such
                    dividends
                    shall be paid and the date or dates upon which such dividends
                    shall be
                    payable;

                


        

         

        
          	 	
                  (d)

                	
                  whether
                    dividends on the shares of such series shall be cumulative and,
                    in the
                    case of shares of any series having cumulative dividend rights,
                    the date
                    or dates or method of determining the date or dates from which
                    dividends
                    on the shares of such series shall be
                    cumulative;

                


        

         

        
          	 	
                  (e)

                	
                  the
                    amount or amounts which shall be payable out of the assets of
                    the
                    corporation to the holders of the shares of such series upon
                    voluntary or
                    involuntary liquidation, dissolution or winding up the
                    corporation;

                


        

         

        
          	 	
                  (f)

                	
                  the
                    price or prices at which, the period or periods within which
                    and the terms
                    and conditions upon which the shares of such series may be redeemed,
                    in
                    whole or in part, at the option of the corporation or at the
                    option of the
                    holder or holders thereof or upon the happening of a specified
                    event or
                    events;

                


        

         

        
          	 	
                  (g)

                	
                  the
                    obligation, if any, of the corporation to purchase or redeem
                    shares of
                    such series pursuant to a sinking fund or otherwise and the price
                    or
                    prices at which, the period or periods within which and the terms
                    and
                    conditions upon which the shares of such series shall be redeemed
                    or
                    purchased, in whole or in part, pursuant to such
                    obligation;

                


        

         

        
          	 	
                  (h)

                	
                  whether
                    or not the shares of such series shall be convertible or exchangeable,
                    at
                    any time or at items at the option of the holder or holders thereof
                    or at
                    the option of the corporation or upon the happening of a specified
                    event
                    or events, into shares of any other class or classes or any other
                    series
                    of the same or any other class or classes of stock of the corporation,
                    and
                    the price or prices or rate or rates applicable thereto;
                    and

                


        

         

        
          	 	
                  (i)

                	
                  the
                    voting rights, if any, of the holders of the shares of such
                    series.”

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        FOURTH.
          The Certificate of Incorporation is amended to repeal the preemptive rights
          of
          Shareholders to effect such change. Article FIFTH of the certificate of
          incorporation is hereby amended in its entirety to read as follows:

         

        “FIFTH.
          Preemptive
          Rights.
          Notwithstanding anything to the contrary contained in Section 622 of the
          Business Corporation Law, the shareholders shall not have preemptive
          rights.”

         

        FIFTH.
          The foregoing amendments of the certificate of incorporation were authorized
          by
          the Board of Directors of the corporation at a meeting duly called and
          held on
          February 27, 1996, 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 2, 1996.

         

        IN
          WITNESS WHEREOF, the undersigned have signed this certificate of amendment
          of
          certificate of incorporation on May 16, 1997 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 and President

                
	 	 


        

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ JUDITH
                  A. BARBER
	 	
                  

                  Name:
                    Judith A. Barber

                  Title:
                    Secretary

                
	 	 


        

         

        
          
            
            

          

          
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