CERTIFICATE OF AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION

                                       OF

                      CITY NATIONAL BANCSHARES CORPORATION


TO:      THE SECRETARY OF STATE
         STATE OF NEW JERSEY

Pursuant  to the  provision  of Section  14A:7-2(2)  of the New Jersey  Business
Corporation Act, the undersigned  corporation executes the following Certificate
of Amendment to its Certificate of Incorporation.

     1. The name of the corporation is City National Bancshares Corporation.

     2. The  following  resolution,  establishing  and  designating  a series of
shares and fixing and determining  the relative  rights and preferences  thereof
was duly adopted by the Board of Directors of the corporation on the 31st day of
March,  1997,  pursuant  to  authority  vested  in  it  by  the  Certificate  of
Incorporation:

RESOLVED,  pursuant to the authority  expressly vested in the Board of Directors
of the Corporation by the Certificate of  Incorporation,  the Board of Directors
does hereby  classify  3,280 shares of preferred  stock of the  Corporation as a
class designated 6 1/2%  Non-cumulative,  Perpetual Preferred Stock, Series Dand
it is further

RESOLVED, a description of such 6 1/2% Non-cumulative Perpetual Preferred Stock,
Series  D,  including  the   preferences   and  other  rights,   voting  powers,
restrictions,  limitations  as  to  dividends,  qualifications,  and  terms  and
conditions  for  redemption,  all  as  set  by the  Board  of  Directors  of the
Corporation,   is  set  forth  in  the  attached   Certificate   of  Designation
Establishing the 6 1/2%  Non-cumulative  Perpetual Preferred Stock, Series D and
Fixing  the  Powers,  Designations,  Preferences  and  Relative,  Participating,
Optional and Other  Special  Rights,  and the  Qualifications,  Limitations  and
Restrictions, of the 6 1/2% Non-cumulative Perpetual Preferred Stock, Series D.

     3. The  resolution  was adopted by the Board of Directors at a meeting duly
called and held on March 31, 1997, at which a quorum was present throughout.

     4. The Certificate of  Incorporation  of the corporation is amended so that
the  designation and number of shares of each class and series acted upon in the
resolution,  and the relative  rights,  preferences and limitations of each such
class and series are as stated in the resolution.


City National Bancshares Corporation


By:______________________________________
Edward R. Wright, Senior Vice President and CFO




1


                      CITY NATIONAL BANCSHARES CORPORATION


Certificate  of Designation  Establishing  the 6 1/2%  Non-cumulative  Perpetual
Preferred Stock, Series D and Fixing the Powers,  Designations,  Preferences and
Relative,   Participating,   Optional  and  Other   Special   Rights,   and  the
Qualifications,  Limitations  and  Restrictions,  of the 6  1/2%  Non-cumulative
Perpetual Preferred Stock, Series D


     There is hereby established a new series of the preferred stock ("Preferred
Stock")  of City  National  Bancshares  Corporation,  a New  Jersey  corporation
("Corporation"),  to which the following powers,  designations,  preferences and
relative,   participating,   optional  and  other   special   rights,   and  the
qualifications, limitations or restrictions, of the shares of such new series of
preferred stock shall apply:




         Designation and Rank.

     The series (this "Series") of shares of Preferred Stock shall be designated
as "6 1/2%  Non-cumulative  Perpetual  Preferred Stock, Series D" (the "Series D
Preferred  Stock"),  and each  share of Series D  Preferred  Stock  shall have a
liquidation  value of $250 per share.  Shares of Series D Preferred  Stock shall
have a liquidation  preference of $250 per share, plus an amount per share equal
to any dividends declared but unpaid, without interest.

     The  Series D  Preferred  Stock  shall  rank  prior to common  stock of all
classes  (collectively,  "Common  Stock")  of the  Corporation  and,  except  as
provided  below,  to all other  classes and series of equity  securities  of the
Corporation now or hereafter authorized, issued or outstanding (the Common Stock
and such other classes and series of equity  securities of the  Corporation  are
collectively referred to herein as the "Junior Stock"),  other than any class or
series of equity securities of the Corporation  expressly  designated as ranking
on a parity  with (the  "Parity  Stock") or senior to (the  "Senior  Stock") the
Series D  Preferred  Stock as to dividend  rights and rights  upon  liquidation,
winding up or dissolution of the Corporation. The Series D Preferred Stock shall
be on a parity with all other series of Preferred Stock of the Corporation.  The
Series D Preferred  Stock shall be junior to the  Creditors of the  Corporation,
including its  depositors.  The Series D Preferred Stock shall be subject to the
creation  of Senior  Stock,  Parity  Stock and  Junior  Stock to the  extent not
expressly prohibited by the Charter of the Corporation.

     The  number  of  shares of Series D  Preferred  Stock may be  increased  or
decreased form time to time by a vote of not less than a majority of the members
of the Board then in office,  provided that no decrease  shall reduce the number
of shares of Series D Preferred Stock to a number less than the number of shares
then  outstanding  plus the  number of shares  reserved  for  issuance  upon the
exercise of any  outstanding  options,  rights or warrants,  if any, to purchase
shares of Series D Preferred  Stock,  or upon the conversion of any  outstanding
securities  issued  by the  Corporation  convertible  into  shares  of  Series D
Preferred Stock.

Dividends.

     (a) Payment of  Dividends.  Holders of shares of Series D  Preferred  Stock
shall  be  entitled  to  receive,  if,  when  and as  declared  by the  Board of
Directors, out of funds legally available therefor, noncumulative cash dividends
at an annual rate of 6 1/2% of the $250 liquidation preference per share ($16.25
per share per annum),  and no more. Such  noncumulative  cash dividends shall be
payable,  if declared,  annually on February 28, in each year, or if such day is
not a business  day,  on the next  business  day (each such  date,  a  "Dividend
Payment Date"). The first Dividend Payment Date shall be February 28, 1998. Each
declared  dividend  shall be  payable  to  holders  of  record  of the  Series D
Preferred  Stock as they  appear on the stock  books of the  Corporation  at the
close of business on such record dates,  not more than  forty-five (45) calendar
days nor less than ten (10)  calendar days  preceding the Dividend  Payment Date
therefor,  as  determined  by the Board of Directors  (each such date, a "Record
Date").  Annually dividend periods (each a "Dividend  Period") shall commence on
and  include  the first day,  and shall end on and  include the last day, of the
calendar  year  that  immediately  precedes  the  calendar  year  in  which  the
corresponding  Dividend  Payment Date  occursprovided,  however,  that the first
Dividend  Period (the "Initial  Dividend  Period") shall commence on and include
the first day upon which a share of Series D Preferred Stock shall be issued and
shall end on and include December 31, 1997.

     The amount of  dividends  payable  on each share of the Series D  Preferred
Stock for each full Dividend Period during which such share is outstanding shall
be $16.25.  The amount of dividends  payable for the Initial Dividend Period and
for any  Dividend  Period  which,  as to a share  of  Series D  Preferred  Stock
(determined  by reference to the issuance date and the  redemption or retirement
date  thereof),  is less than a full year  shall be  computed  on the basis of a
360-day  year  composed  of twelve  (12)  thirty  (30) day months and the actual
number of days elapsed in the Initial Dividend Period or such Dividend Period.

     Holders  of the  Series D  Preferred  Stock  shall not be  entitled  to any
interest,  or any sum of money in lieu of  interest,  in respect of any dividend
payment or  payments on the Series D  Preferred  Stock  declared by the Board of
Directors  which  may be  unpaid.  Any  dividend  payment  made on the  Series D
Preferred Stock shall first be credited against the earliest declared but unpaid
cash dividend with respect to the Series D Preferred Stock.

     (b)  Dividends  Noncumulative.  The right of holders of Series D  Preferred
Stock to receive dividends is noncumulative.  Accordingly, if the Board does not
declare a dividend payable in respect of any Dividend Period,  holders of shares
of Series D Preferred Stock shall have no right to receive a dividend in respect
of such Dividend Period,  and the Corporation  shall have no obligation to pay a
dividend  in respect of such  Dividend  Period,  whether  or not  dividends  are
declared payable in respect of any future Dividend Period.

     (c) Priority as to Dividends.  No full dividends  shall be declared or paid
or set apart for payment on any Parity  Stock or Junior  Stock for any  Dividend
Period unless full  dividends  have been or  contemporaneously  are declared and
paid (or declared  and a sum  sufficient  for the payment  thereof set apart for
such  payment) on the Series D Preferred  Stock for such Dividend  Period.  When
dividends are not paid in full (or declared and a sum  sufficient  for such full
payment is not so set apart) for any  Dividend  Period on the Series D Preferred
Stock and any Parity Stock,  dividends  declared on the Series D Preferred Stock
and Parity  Stock  shall  only be  declared  pro rata based upon the  respective
amounts  that  would  have been paid on the  Series D  Preferred  Stock and such
Parity Stock had dividends been declared in full.

     In  addition  to the  foregoing  restriction,  the  Corporation  shall  not
declare,  pay or set apart funds for any dividends or other distributions (other
than in Common Stock or other Junior  Stock) with respect to any Common Stock or
other  Junior  Stock of the  Corporation  or  repurchase,  redeem  or  otherwise
acquire,  or set apart funds for repurchase,  redemption or other acquisition of
any Common  Stock or other Junior  Stock  through a sinking  fund or  otherwise,
unless  and until (i) the  Corporation  shall  have paid full  dividends  on the
Series D Preferred  Stock for the most  recent  preceding  Dividends  Periods or
funds have paid over to the dividend  disbursing  agent of the  Corporation  for
payment of such dividends, and (ii) the Corporation has declared a cash dividend
on the Series D Preferred Stock for the current Dividend Period,  and sufficient
funds have been paid over to the dividend  disbursing  agent for the Corporation
for the payment of such cash dividend for such current Dividend Period.

     No  dividend  shall be paid or set aside for  holders of Series D Preferred
Stock for any Dividend  Period unless full dividends have been paid or set aside
for the holders of each class or series of equity securities of the Corporation,
if any,  ranking prior to the Series D Preferred  Stock as to dividends for such
Dividend Period.

     (d) Any reference to "dividends" or "distributions" in this Section 2 shall
not be deemed to include any distribution  made in connection with any voluntary
or involuntary dissolution, liquidation or winding up of the Corporation.

Redemption

     (a)  General.  The shares of Series D  Preferred  Stock are not  subject to
mandatory redemption by the holders thereof, and, except as hereinafter provided
in Section 3(c) below, are not subject to redemption prior to December 31, 2000.
On or after January 1, 2001,  shares of Series D Preferred Stock may be redeemed
by the  Corporation  or its successor or any acquiring or resulting  entity with
respect  to the  Corporation  (including  by any  parent  or  subsidiary  of the
Corporation,  any such successor, or any such acquiring or resulting entity), as
applicable,  at its  option,  in whole or in part,  at any time or from  time to
time, upon notice as provided in subsection (c) of this Section 3, by resolution
of the Board of Directors of the  Corporation  or its successor or any acquiring
or resulting entity with respect to the Corporation  (including by any parent or
subsidiary of the  Corporation,  any such  successor,  or any such  acquiring or
resulting entity),  as applicable,  at the redemption price of $250 per share in
cash,  plus,  in each case,  an amount in cash equal to all  declared and unpaid
dividends to the date fixed for redemption, without interest.

     The aggregate redemption price payable to each holder of record of Series D
Preferred  Stock to be redeemed  shall be rounded to the nearest  cent  ($0.01).
Ifless than all of the outstanding  shares of Series D Preferred Stock are to be
redeemed,  the Corporation  will select those shares to be redeemed pro rata, by
lot or such  other  methods  as the Board of  Directors  in its sole  discretion
determines to be equitable.  If redemption is being affected by the Corporation,
on and after the redemption date,  dividends shall cease to accrue on the shares
of Series D Preferred Stock called for  redemption,  and they shall be deemed to
cease to be  outstanding,  provided that the  redemption  price  (including  any
declared but unpaid  dividends to the date fixed for  redemption)  has been duly
paid or provided for. If  redemption  is being  effected by an entity other than
the Corporation, on and as of the redemption date such entity shall be deemed to
own the  shares  being  redeemed  for all  purposes  hereof  provided  that  the
redemption  price  (including the amount of any declared but unpaid dividends to
the date fixed for redemption) has been duly paid or provided for.

     (b)  Change  of  Control.  In  addition  to the  redemption  provisions  of
subsection  (a) above  and not in lieu of or in  substitution  therefor,  in the
event of a Change of Control,  the Series D Preferred  Stock shall be redeemable
at the option of the  Corporation or its successor or any acquiring or resulting
entity with respect to the Corporation (including by any parent or subsidiary of
the Corporation, any such successor, or any such acquiring or resulting entity),
as  applicable,  in whole but not in part.  Redemption of the Series D Preferred
Stock pursuant to this subsection (b) shall be effected by notice as provided in
subsection (c) of this Section 3, by resolution of the Board of Directors of the
Corporation  or its successor or any acquiring or resulting  entity with respect
to the  Corporation  (including by any parent or subsidiary of the  Corporation,
any such successor,  or any such acquiring or resulting entity),  as applicable,
at the  liquidation  value per share in cash,  plus,  in each case, an amount in
cash equal to all declared and unpaid dividends.

     "Change of  Control"  means (a) a sale of all or  substantially  all of the
property and assets of the Corporation (other than a reorganization  transaction
in which such  properties  and assets are  transferred  to a  subsidiary  of the
Corporation),  (b) a reorganization,  merger, consolidation or other transaction
or  transactions  (whether  or  not  the  Corporation  is a  party  thereto  and
specifically including, without limitation, open market purchases of securities)
as a result of which any person or entity or "group" of persons and/or  entities
becomes the  "beneficial  owner" (as those terms are defined in and construed by
judicial  authority under Rule 13d-3 promulgated  under the Securities  Exchange
Act of 1934,  as  amended,  as that  Rule may be  amended  from time to time) of
securities  representing  at  least  50% of the  ordinary  voting  power  of the
Corporation  in the  election of  directors,  (c) any event as a result of which
City National Bank of New Jersey (the Bank) ceases to be owned and controlled by
the  Corporation  or (d) all or  substantially  all the  assets  of the Bank are
transferred to a party which is not an affiliate of the Corporation or the Bank.

     If  redemption  is  being  effected  by the  Corporation,  on and as of the
redemption  date,  dividends  shall  cease to accrue  on the  shares of Series D
Preferred Stock called for  redemption,  and they shall be deemed to cease to be
outstanding,  provided that the  redemption  price  (including  any declared but
unpaid  dividends  to the date  fixed  for  redemption)  has been  duly  paid or
provided  for.  If  redemption  is being  effected  by an entity  other than the
Corporation, on and as of the redemption date such entity shall be deemed to own
the shares  being  redeemed  for all purposes of  hereunder,  provided  that the
redemption  price  (including the amount of any declared but unpaid dividends to
the date fixed for redemption) has been duly paid or provided for.

     (c) Notice of Redemption.  Notice of any redemption,  setting forth (i) the
date and place fixed for said redemption,  (ii) the redemption price and (iii) a
statement  that  dividends  on the shares of Series D Preferred  Stock (A) to be
redeemed by the Corporation will cease to accrue on such redemption date, or (B)
to be redeemed by an entity other than the Corporation  will  thereafter  accrue
solely for the benefit of such  entity,  shall be mailed,  postage  prepaid,  at
least  thirty  (30)  days,  but not more than  sixty  (60)  days,  prior to said
redemption  date to each  holder of record  of  Series D  Preferred  Stock to be
redeemed  at his or her  address as the same shall  appear on the stock books of
the  Corporation.  If less than all of the  shares of Series D  Preferred  Stock
owned by such  holder are then to be  redeemed,  such notice  shall  specify the
number  of  shares  thereof  that  are to be  redeemed  and the  numbers  of the
certificates  representing such shares.  Notice of any redemption shall be given
by first class mail,  postage prepaid.  Neither failure to mail such notice, nor
any defect therein or in the mailing  thereof,  to any  particular  holder shall
affect the  sufficiency  of the notice or the  validity of the  proceedings  for
redemption with respect to the other holders. Any notice which was mailed in the
manner herein  provided shall be  conclusively  presumed to have been duly given
whether or not the holder receives such notice.

     If such  notice of  redemption  shall  have been so  mailed,  and if, on or
before the  redemption  date specified in such notice,  all funds  necessary for
such redemption shall have been set aside by the Corporation (or other entity as
provided in subsection (a) or (b) of this Section 3) separate and apart from its
other  funds in trust  for the  account  of the  holders  of  shares of Series D
Preferred  Stock  to be  redeemed  (so as to be  and  continue  to be  available
therefor),  then, on and after said redemption  date,  notwithstanding  that any
certificate  for shares of Series D  Preferred  Stock so called  for  redemption
shall not have been  surrendered  for  cancellation  or transfer,  the shares of
Series D Preferred Stock (A) so called for redemption by the  Corporation  shall
be deemed to be no longer outstanding and all rights with respect to such shares
of Series D Preferred  Stock so called for redemption  shall forthwith cease and
terminate,  or  (B) so  called  for  redemption  by an  entity  other  than  the
Corporation shall be deemed owned for all purposes hereof by such entity, except
in each case for the right of the holders  thereof to receive,  out of the funds
so set aside in trust,  the amount  payable on redemption  thereof,  but without
interest,  upon  surrender  (and  endorsement  or assignment  for  transfer,  if
required by the Corporation or such other entity) of their certificates.

     In the event that holders of shares of Series D Preferred  Stock that shall
have been  redeemed  shall not  within  two (2) years (or any  longer  period if
required by law) after the redemption  date claim any amount  deposited in trust
with a  Corporation  or trust company for the  redemption  of such shares,  such
Corporation or trust company  shall,  upon demand and if permitted by applicable
law, pay over to the  Corporation (or other entity that redeemed the shares) any
such unclaimed  amount so deposited with it, and shall  thereupon be relieved of
all responsibility in respect thereof, and thereafter the holders of such shares
shall,  subject to applicable  escheat laws,  look only to the  Corporation  (or
other  entity that  redeemed  the shares)  for payment of the  redemption  price
thereof, but without interest from the date of redemption.




     (d) Status of Shares Redeemed. Shares of Series D Preferred Stock redeemed,
purchased or otherwise  acquired for value by the Corporation  shall, after such
acquisition,  have the status of  authorized  and  unissued  shares of Preferred
Stock and may be reissued by the Corporation at any time as shares of any series
of Preferred Stock other than as shares of Series D Preferred Stock.

Liquidation Preference.

     (a) Liquidating Distributions. In the event of any liquidation, dissolution
or winding up of the Corporation,  whether voluntary or involuntary, the holders
of shares of Series D  Preferred  Stock  shall be  entitled  to receive for each
share  thereof,  out of the  assets of the  Corporation  legally  available  for
distribution to  shareholders  under  applicable  law, or the proceeds  thereof,
before any  payment or  distribution  of the assets  shall be made to holders of
shares of Common Stock or any other  Junior Stock  (subject to the rights of the
holders  of any  class or series of equity  securities  having  preference  with
respect  to  distributions  upon  liquidation  and  the  Corporation's   general
creditors, including its depositors), liquidating distributions in the amount of
$250 per share,  plus an amount per share equal to any  dividends  declared  but
unpaid, without interest.

     If the amounts  available for distribution in respect of shares of Series D
Preferred Stock and any  outstanding  Parity Stock are not sufficient to satisfy
the  full  liquidation  rights  of all of the  outstanding  shares  of  Series D
Preferred  Stock and such Parity  Stock,  then the  holders of such  outstanding
shares shall share ratably in any such  distribution  of assets in proportion to
the full  respective  preferential  amounts  to which they are  entitled.  After
payment of the full  amount of the  liquidating  distribution  to which they are
entitled, the holders of shares of Series D Preferred Stock will not be entitled
to any further  participation  in any liquidating  distribution of assets by the
Corporation.  All  distributions  made in respect of Series D Preferred Stock in
connection with such a liquidation, dissolution or winding up of the Corporation
shall be made pro rata to the holders entitled thereto.

     (b)   Consolidation,   Merger  or  Certain  Other   Actions.   Neither  the
consolidation,  merger or other business  combination of the Corporation with or
into any other person, nor the sale of all or substantially all of the assets of
the Corporation, shall be deemed to be a liquidation,  dissolution or winding up
of the Corporation for purposes of this Section 4.

5.       Voting Rights.

     Holders of shares of Series D Preferred Stock shall have no voting rights.


6.       No Conversion Rights.

     The holders of shares of Series D Preferred Stock shall not have any rights
to convert such shares into shares of any other class or series of capital stock
or into any other securities of, or any interest in, the Corporation.



7.       No Sinking Fund.

     No sinking fund shall be  established  for the  retirement or redemption of
shares of Series D Preferred Stock.

8.       Preemptive or Subscription Rights.

     No holder of shares of Series D Preferred  Stock shall have any  preemptive
or subscription  rights in respect of any shares of the Corporation  that may be
issued.

9.       No other Rights.

     The shares of Series D  Preferred  Stock  shall not have any  designations,
preferences or relative, participating,  optional or other special rights except
as set forth herein, or as otherwise required by law.

10.      Compliance with Applicable Law.

     Declaration  by the Board of Directors  and payment by the  Corporation  of
dividends to holders of the Series D Preferred Stock and repurchase,  redemption
or other  acquisition  by the  Corporation  (or  another  entity as  provided in
subsections  (a) and (b) of  Section 3 hereof)  of shares of Series D  Preferred
Stock  shall  be  subject  in all  respects  to any  and  all  restrictions  and
limitations  placed on  dividends,  redemptions  or other  distributions  by the
Corporation  (or  any  such  other  entity)  under  (i)  laws,  regulations  and
regulatory conditions or limitations  applicable to or regarding the Corporation
(or any such other  entity) from time to time and (ii)  agreements  with federal
banking  authorities  with respect to the Corporation (or any such other entity)
from time to time in effect.

CITY NATIONAL BANCSHARES CORPORATION


By:______________________________________                     May 30, 1997
Edward R. Wright, Senior Vice President and CFO