Exhibit 3

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          RAMAPO FINANCIAL CORPORATION

                     [As Amended through February 13, 1998]

                            (formerly Cegrove Corp.)

TO:  Secretary of State
     State of New Jersey


     The undersigned hereby certifies as follows in order to restate the
certificate of incorporation of Ramapo Financial Corporation (formerly Cegrove
Corp.), a business corporation of the State of New Jersey, pursuant to N.J.S.A.
14A:9-5(2) and 14A:9-5(4) of the New Jersey Business Corporation Act:

     1. Name. The name of the corporation is RAMAPO FINANCIAL CORPORATION.

     2. Purposes. The purposes for which the corporation is formed are as
follows:

          a. To act as a bank holding company, with all of the rights, powers
     and privileges, and subject to all of the limitations, specified in any
     applicable State or Federal legislation from time to time in effect; and

          b. Generally to engage in any activities within the purposes for which
     corporation may be organized under the New Jersey Business Corporation Act.

     3. Authorized Stock.

          a. Total Authorized Stock. The total number of shares of stock which
     the corporation shall have authority to issue is Sixteen Million
     (16,000,000) shares, consisting of (1) Fifteen Million (15,000,000) shares
     of Common Stock having a par value of One Dollar ($1.00) per share ("Par
     Value Common Stock"), and (2) One Million (1,000,000) shares of stock
     initially having no par value per share which may be divided into classes
     and into series within any class or classes as determined by the Board of
     Directors ("No Par Stock").

          b. Par Value Common Stock

               (1) The corporation's Par Value Common Stock shall be entitled to
          one vote per share at all annual meetings of shareholders for the
          election of directors and at all annual or special meetings of
          shareholders at which shareholders of the corporation are entitled to
          vote. Prior to the issuance of any shares of No Par Stock entitled to
          vote, the holders of outstanding Par Value Common Stock shall be the
          only shareholders entitled to vote. In the event of the issuance of
          any shares of No Par Stock entitled to vote, the relative voting
          rights of the holders of Par Value Common Stock and such other shares
          shall be as determined by the Board of Directors in amending the
          certificate of incorporation with respect to such No Par Stock.


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               (2) The Board of Directors is authorized to issue shares of Par
          Value Common Stock to such person(s), firm(s), corporation(s) or
          others, and for such lawful consideration(s), as the Board of
          Directors shall from time to time determine.

               (3) Prior to the issuance of any shares of No Par Stock, the
          holders of outstanding Par Value Common Stock shall be entitled to all
          dividends declared with respect to stock of the corporation, and to
          all assets of the corporation distributable to shareholders upon
          liquidation. In the event of the issuance of any shares of No Par
          Stock, the relative dividend rights, rights upon liquidation, and
          other relative rights, preferences and limitations shall be as
          determined by the Board of Directors in amending the certificate of
          incorporation with respect to such No Par Stock.

          c. No Par Stock

               (1) General Authority. The Board of Directors is authorized,
          subject to limitations prescribed by law and the provisions of this
          paragraph 3, to take action as provided herein with respect to the One
          Million (1,000,000) shares of No Par Stock. In furtherance and not in
          limitation of the foregoing general authority of the Board of
          Directors, which shall be broadly construed to the extent permitted by
          the New Jersey Business Corporation Act as now in existence or
          hereafter amended, or successor statute of like intent applicable to
          the corporation, the authority of the Board with respect to the
          corporation's No Par Stock shall include determination of the
          following:

                    (a) The division of shares of No Par Stock into classes such
               as common stock or preferred stock and into series within any
               class or classes.

                    (b) The designation and the number of shares of any class or
               series. This authority shall include the power to increase the
               number of shares of any such class or series previously
               determined by the Board of Directors, and shall include the power
               to decrease such previously determined number of shares to a
               number not less than the number of the shares then outstanding.
               Upon any such decrease, the affected shares shall continue as
               part of the authorized shares and shall have such designation and
               such relative rights, preferences and limitations as they had
               before the Board of Directors first acted to include them in such
               class or series.

                    (c) The relative rights, preferences and limitations of the
               shares of any class or series. This authority shall include, but
               not be limited to, determination of the following to the extent
               permitted by law:

                         i) The dividend rate on the shares of such class or
                    whether dividends shall be cumulative, and if so, from which
                    date or dates, and the relative rights of priority, if any,
                    of payment of dividends on shares of that class or series;

                         ii) Whether that class or series shall have voting
                    rights, in addition to the voting rights provided by law
                    and, if so, the terms of such voting rights;

                         iii) Whether that class or series shall have conversion
                    privileges, and if so, the terms and conditions of such
                    conversion, including provision for adjustment of the
                    conversion rate in such events as the Board of Directors
                    shall determine;

                         iv) Whether or not the shares of that class or series
                    shall be redeemable, and, if so, the terms and conditions of
                    such redemption, including the date or dates upon or after
                    which they shall be redeemable, and the amount per share


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                    payable in case of redemption, which amount may vary under
                    different conditions and at different redemption dates;

                         v) Whether that class or series shall have a sinking
                    fund for the redemption or purchase of shares of that class
                    or series, and if so, the terms and amount of such sinking
                    fund;

                         vi) Whether or not the shares shall have a stated
                    value, and if so, the stated value thereof;

                         vii) The rights of the shares of that class or series
                    in the event of voluntary or involuntary liquidation,
                    dissolution or winding up of the corporation, and the
                    relative rights of priority, if any, of payment of shares of
                    that class or series;

                         viii) Any other relative rights, preferences and
                    limitations of that class or series;

                         ix) To the extent determined by the Board of Directors,
                    dividends on any one or more classes or series of
                    outstanding shares of No Par Stock may be paid or declared
                    and set apart for payment, before any dividends shall be
                    paid or declared and set apart for payment on the Par Value
                    Common Stock with respect to the same dividend period.

                    (d) This authority shall further include the power to
               determine relative rights and preferences which are prior or
               subordinate to, or equal with, the Par Value Common Stock and/or
               shares of any other class or series, whether or not such other
               shares are issued and outstanding at the time when the Board of
               Directors acts to determine such relative rights and preferences.

          (2) Change of Established But Unissued No Par Stock. The Board of
     Directors is authorized to change the designation or number of shares, or
     the relative rights, preferences and limitations of the shares, of any
     theretofore established class or series of No Par Stock no shares of which
     have been issued.

          (3) Class A Preferred Stock. [Omitted]

          (4) Action on No Par Stock by Directors. In exercising its authority
     to take action with respect to any shares of No Par Stock other than the
     Class A Preferred Stock described in subparagraph 3.c.(3) above, the Board
     shall adopt a resolution setting forth its action and stating the
     designation and number of shares, and the relative rights, preferences and
     limitations of the shares, of each class and series thereby created or with
     respect to which it has made a determination or change. Before the issuance
     of any such shares of No Par Stock, the corporation shall execute and file
     a certificate of amendment to the certificate of incorporation regarding
     such action in accordance with N.J.S.A. 14A:7-2(4), as amended, or
     successor statute of like intent.

     4. Number and Classification of Directors. The number of directors of the
corporation shall be fixed from time to time by or in the manner provided in the
Bylaws, but the number thereof shall never be less than three (3). The directors
are hereby divided into three (3) classes, each class to consist, as nearly as
may be, of one-third (1/3) of the number of directors then constituting the
whole board. The directors in a class to be elected at a given annual election
shall be elected for a full term of three (3) years to succeed those directors
whose terms expire. Each director shall hold office for the term for which such
director is elected and until such director's successor shall have been elected
and qualified.

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This paragraph 4 of the restated certificate of incorporation, relating to the
number and classification of directors, may be amended, altered or repealed only
by the holders of (a) at least eighty percent (80%) of the outstanding stock
entitled to vote and (b) at least eighty percent (80%) of the outstanding stock
entitled to vote and not held by any "Major Shareholder" (as defined in
subparagraph 5.b.(2) below).

     5. Restrictions on Certain Business Combinations.

          a. In addition to any other requirement of this certificate of
     incorporation or any applicable law, no Business Combination (as defined
     below) shall occur in which the corporation is a party unless such Business
     Combination shall have met the requirements of subparagraph 5.c. below.

          b. The terms used in this paragraph 5, and elsewhere in this restated
     certificate of incorporation if specifically referred to therein, shall
     have the meanings defined below:

               (1) "Business Combination" means a merger or consolidation, a
          sale of 10% or more of the consolidated assets of the corporation and
          its subsidiaries in one transaction or a series of related
          transactions, the issuance of equity securities or securities
          convertible into equity securities of the corporation and/or one or
          more of its subsidiaries, a reclassification or recapitalization
          involving stock of the corporation and/or one or more of its
          subsidiaries, and/or a redemption of shares of outstanding stock by
          the corporation and/or its subsidiaries, if a Major Shareholder exists
          at the time of any such transactions or combination of transactions,
          or if a shareholder or group of shareholders becomes a Major
          Shareholder as a result of such transaction or combination of
          transactions.

               (2) "Major Shareholder" means any individual, group of
          individuals, partnership, trust, corporation or other business entity
          or combination of such persons acting in concert with respect to the
          corporation's stock which is the beneficial owner of five percent (5%)
          or more of the total combined voting power of all classes of
          outstanding stock of the corporation entitled to vote. In making such
          calculation, stock held by any affiliate or associate of any such
          individual(s) or entity or combination shall be included both for
          purposes of determining whether a 5% interest exists and for purposes
          of designating such affiliate or associate as a Major Shareholder.

          c. No Business Combination shall occur with a Major Shareholder unless
     one of the following alternative requirements is met:

               (1) the Business Combination shall have been approved by
          two-thirds (2/3) of the members of the Board of Directors, in addition
          to such shareholders' approval (if any) as may be required by law or
          with respect to such transaction; or

               (2) the Business Combination shall have been approved by the
          holders of at least eighty percent (80%) of the outstanding stock
          entitled to vote and not held by such Major Shareholder.

          d. The provisions of this paragraph 5, relating to restrictions on
     certain business combinations, may be amended, altered or repealed only by
     the holders of (a) at least eighty percent (80%) of the outstanding stock
     entitled to vote and (b) at least eighty percent (80%) of the outstanding
     stock entitled to vote and not held by any Major Shareholder.

     6. Supermajority Requirement for Removal of Directors. No amendment to the
certificate of incorporation permitting the removal of one or more or all of the
directors without cause shall be adopted unless such amendment shall have been
approved by the holders of (a) at least eighty percent (80%) of the outstanding
stock entitled to vote and (b) at least eighty percent (80%) of the outstanding
stock entitled to vote and not held by any "Major Shareholder" (as defined in
subparagraph 5.b.(2) above).


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     7. Current Directors. Seven (7) persons currently constitute the
corporation's current Board of Directors. Their names and addresses are as
follows:

Donald W. Barney                          Richard S. Miller
815 Pond Brook Road                       26 Marlton Drive
Franklin Lakes, NJ  07417                 Wayne, NJ  07470

James R. Kaplan                           Mortimer J. O'Shea
35 Alpine Drive                           7 McVickers Lane
Wayne, NJ  07470                          Mendham, NJ 07945

Erwin D. Knauer                           Victor C. Otley, Jr.
10 Jay Street                             48 Indian Road
Old Tappan, NJ  07675                     Wayne, NJ  07470

Louis S. Miller
401 E. 42nd Street
Paterson, NJ  07504

     8. Current Registered Office and Registered Agent. The corporation's
current Registered Office is 64 Mountain View Boulevard, Wayne, NJ 07470. The
name of the corporation's current Registered Agent at such Registered Office is
Erwin D. Knauer.

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