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                                                                     EXHIBIT 3.2

                               CODE OF REGULATIONS

                                       OF

                           OHIO STATE BANCSHARES, INC.

                                    ARTICLE 1

                                     Offices

         Section 1. Principal Office. The principal office of the Company shall
be at such place in the County of Marion, Ohio, as may be designated from time
to time by the Board of Directors.

         Section 2. Other Offices. The Corporation shall also have offices at
such other places without, as well as within, the State of Ohio, as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                            Meetings of Shareholders

         Section 1. Annual Meeting. The annual meeting of the shareholders of
this Corporation for the purpose of fixing or changing the number of directors
of the Corporation, electing directors and transacting such other business as
may come before the meeting, shall be held at such time as may be fixed by the
Board of Directors by resolution from time to time.

         Section 2. Special Meetings. Special meetings of the shareholders may
be called at any time by the Chairman of the Board of Directors, President, or a
majority of the Board of Directors acting with or without a meeting, or by
shareholders owning, in the aggregate, not less than twenty-five percent (25%)
of the stock of the Corporation.

         Section 3. Place of Meetings. Meetings of shareholders shall be held at
the main office of the Corporation unless the Board of Directors decides that a
meeting shall be held at some other place within or without the State of Ohio
and causes the notices thereof to so state.

         Section 4. Notice of Meetings. Unless waived, a written, printed, or
typewritten notice of each annual or special meeting stating the day, hour, and
place and the purpose or purposes thereof shall be served upon or mailed to each
shareholder of record (a) as of the day next preceding the day on which notice
is given or (b) if a record date therefor is duly fixed, of record as of said
date. Notice of such meeting shall be mailed, postage prepaid, at least ten (10)
days prior to the date thereof. If mailed, it shall be directed to a shareholder
at his address as the name appears upon the records of the Corporation.

         Section 5. Waiver of Notice. Any shareholder, either before or after
any meeting, may waive any notice required to be given by law or under these
Regulations; and whenever all of the shareholders entitled to vote shall meet in
person or by proxy and consent to holding a meeting, it shall be valid for all
purposes without call or notice, and at such meeting any action may be taken.

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         Section 6. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and a meeting may be held, as adjourned,
without further notice. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless otherwise
provided by law or by the Articles of Incorporation.

         Section 7. Proxies. Any shareholder of record who is entitled to attend
a shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be represented at such meetings or to vote thereat
or to assent or give consent in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies appointed by a writing signed by such
shareholder, which need not be sealed, witnessed or acknowledged.

         A telegram, cablegram, wireless message or photogram appearing to have
been transmitted by a shareholder, or a photograph, photostatic facsimile or
equivalent reproduction of a writing appointing a proxy or proxies shall be a
sufficient writing.

         No appointment of a proxy shall be valid after the expiration eleven
(11) months after it is made, unless the writing specifies the date on which it
is to expire or the length of time it is to continue in force.

         Section 8. Voting. At any meeting of the shareholders, each shareholder
of the Corporation shall, except as otherwise provided by law or by the Articles
of Incorporation or by these Regulations, be entitled to one (1) vote in person
or by proxy for each share of the corporation registered in his name on the
books of the Corporation: (a) on the record date for the determination of
shareholders entitled to vote at such meeting, notwithstanding the prior or
subsequent sale, or other disposal of such share or shares or transfer of the
same on the books of the Corporation on or after the record date; or (b) if no
such record date shall have been fixed, then at the time of such meeting.

         Section 9. Action Without Meeting. Any action which may be authorized
or taken at any meeting of shareholders may be authorized or taken without a
meeting in a writing or writings signed by all of the holders of shares who
would be entitled to notice of a meeting of the shareholders held for such
purpose. Such writing or writings shall be filed with or entered upon the
records of the Corporation.

                                   ARTICLE III

                                    Directors

         Section 1. Number of Directors. The number of Directors constituting
the entire Board shall not be less than three (3) nor more than twenty-five
(25), the exact number of Directors to be determined from time to time by a
majority vote of the whole Board of Directors of the Corporation, or by a
majority vote of stockholders at an annual meeting or special meeting called for
such purpose, and such exact number shall be thirteen (13) until otherwise so
determined; provided, however, that any increase or decrease in the number of
Directors resulting from an action by a majority of the whole Board as herein
provided for, shall be subject to a limitation of two persons in any one
calendar year.

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         Section 2. Election and Term of Directors. The Board of Directors shall
be divided into three classes, as nearly equal in number as the then total
number of Directors constituting the whole Board permits, with the term of
office of one class expiring each year. Any vacancies in the Board of Directors
for any reason, and any newly created directorships resulting from any increase
in the number of Directors, may be filled by the Board of Directors, acting by a
majority of the Directors then in office, although less than a quorum, and any
Director so chosen shall hold office until the next election of the class for
which such Directors shall have been chosen and until their successor shall be
elected and qualified. No decrease in the number of Directors shall shorten the
term of any incumbent Director. At each annual meeting of stockholders, the
successors to the class of Directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting.

         Section 3. Nominations. Nominations of persons for election to the
Board of the Corporation at a meeting of the Shareholders may be made by or at
the direction of the Board of Directors or may be made at a meeting of
Shareholders by any Shareholder of the Corporation entitled to vote for the
election of Directors at the meeting who complies with the notice procedures set
forth in this Section 3 of Article III. Such nominations, other than those made
by or at the direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a Shareholder's
notice shall be delivered to or mailed and received at the principal office of
the Corporation not less than fourteen (14) days nor more than fifty (50) days
prior to the meeting; provided, however, that in the event that less than
twenty-one (21) days notice or prior public disclosure of the date of the
meeting is given or made to Shareholders, notice by the Shareholder to be timely
must be so delivered or mailed no later than the close of business on the
seventh (7th) day following the day on which day notice of the date of the
meeting was mailed or such public disclosure was made, whichever first occurs,
but in no event shall such timely notice of Shareholder nomination be received
by the Secretary of the Corporation less than seven (7) days prior to the
Shareholder meeting. Such Shareholder's notice to the Secretary shall set forth
(a) as to each person whom the Shareholder proposes to nominate for election or
reelection as a Director, (i) the name, age, business address and residence
address of the persons, (ii) the principal occupation or employment of the
person, and (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person and (b) as to the
Shareholder giving the notice (i) the name and record address of the Shareholder
and (ii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the Shareholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as Director of the Corporation. No person shall be eligible for election
as a Director of the Corporation at a meeting of the Shareholders unless
nominated in accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure and
the defective nomination shall be disregarded.

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         Section 4. Vacancies. In case of any vacancy in the Board of Directors,
through death, resignation, disqualification, or other cause, the remaining
Directors, by an affirmative vote of a majority thereof, may elect a successor
to hold office for the unexpired portion of the term of the Director whose place
is vacant until the election and qualification of his successor.

         Section 5. Removal. Any or all of the directors may be removed by the
affirmative vote of a majority of the outstanding shares of the corporation,
present in person or by proxy, at a duly called and held meeting for such
purpose.

                                   ARTICLE IV

                 Powers, Meeting, and Compensation of Directors

         Section 1. Meetings of the Board. A meeting of the Board of Directors
shall be held immediately following the adjournment of each shareholders'
meeting at which directors are elected, or within sixty (60) days thereafter,
and notice of such meeting need not be given.

         The Board of Directors may, by bylaws or resolution, provide for other
meetings of the Board. Special meetings of the Board of Directors may be held at
any time upon call of the Chairman of the Board of Directors, President,
Executive Vice President (if one is appointed and serving at such time), Senior
Vice President (if one is appointed and serving at such time), or any two (2)
members of the Board.

         Notice of any special meeting of the Board of Directors shall be mailed
to each director, addressed to him at his residence or usual place of business,
at least two (2) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telegraph, cable, radio or wireless, or be
given personally or by telephone, not later than the day before the day on which
the meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes thereof. Notice of any meeting of
the Board need not be given to any director, however, if waived by him in
writing or by telegraph, cable, radio, wireless, or telephonic communication
whether before or after such meeting is held, or if he shall be present at such
meeting; and any meeting of the Board shall be a legal meeting without any
notice thereof having been given, if all the directors shall be present thereat.

         Meetings of the Board shall be held at the office of the Corporation,
or at such other place, within or without the State of Ohio, as the Board may
determine from time to time and as may be specified in the notice thereof.
Meetings of the Board of Directors may also be held by the utilization of
simultaneous telephonic communications linking all directors present at such
meetings, and all such business conducted via such telephonic communication
shall be considered legally enforceable by the Corporation.

         Section 2. Quorum. A majority of the Board of Directors serving in such
capacity shall constitute a quorum for the transaction of business, provided
that whenever less than a quorum is present at the time and place appointed for
any meeting of the Board, a majority of those present may adjourn the meeting
from time to time, without notice other than by announcement at the meeting,
until a quorum shall be present.

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         Section 3. Action without Meeting. Any action may be authorized or
taken without a meeting in a writing or writings signed by all the directors,
which writing or writings shall be filed with or entered upon the records of the
Corporation.

         Section 4. Compensation. The directors shall receive compensation for
their services in an amount fixed by resolution of the Board of Directors.

         Section 5. Bylaws. For the government of its actions, the Board of
Directors may adopt bylaws consistent with the Articles of Incorporation and
these Regulations.

                                    ARTICLE V

                                   Committees

         Section 1. Committees. The Board of Directors may by resolution provide
such standing or special committees as it deems desirable, and discontinue the
same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors. Vacancies in such committees may be filled by the Board of
Directors.

                                   ARTICLE VI

                                    Officers

         Section 1. General Provisions. The Board of Directors shall elect a
President, such number of Vice Presidents as the Board may from time to time
determine, a Secretary and Treasurer, and, in its discretion, a Chairman of the
Board of Directors and a Vice Chairman of the Board of Directors. If no such
Chairman of the Board is elected by the Board of Directors, the President of the
Corporation shall act as presiding officer of the Corporation. The Board of
Directors may from time to time create such offices and appoint such other
officers, subordinate officers and assistant officers as it may determine. The
President and the Chairman of the Board shall be, but the other officers need
not be, chosen from among the members of the Board of Directors.

         Section 2. Terms of Office. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors and, unless sooner removed by
the Board of Directors, until the reorganization meeting of the Board of
Directors following the date of their election and until their successors are
chosen and qualified.

         A vacancy in any office, however created, may be filled by the Board of
Directors.

                                   ARTICLE VII

                               Duties of Officers

         Section 1. Chairman of the Board. The Chairman of the Board, if one be
elected, shall preside at all meetings of the shareholders and Board of
Directors and shall have such other powers and duties as may be prescribed by
the Board of Directors or by law.

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         Section 2. Vice Chairman of the Board. The Vice Chairman of the Board,
if one be elected, shall preside at all meetings of the shareholders and the
Board of Directors, in the absence of the Chairman of the Board. The Vice
Chairman shall have such powers and duties as may be prescribed by the Board of
Directors, or prescribed by the Chairman of the Board, or by law.

         Section 3. President. The President shall be the chief executive
officer of the Corporation and shall exercise supervision over the business of
the Corporation and over its several officers, subject, however, to the control
of the Board of Directors. In the absence of or if a Chairman of the Board shall
not have been elected or a Vice Chairman shall not have been elected, the
President shall preside at meetings of the shareholders and Board of Directors.
He shall have authority to sign all certificates for shares and all deeds,
mortgages, bonds, contracts, notes and other instruments requiring his
signature; and shall have all the powers and duties prescribed by law and such
others as the Board of Directors may from time to time assign to him.

         Section 4. Vice Presidents. The Vice Presidents shall perform such
duties as are conferred upon them by these regulations or as may from time to
time be assigned to them by the Board of Directors, the Chairman of the Board or
the President. At the request of the President, or in his absence or disability,
the Vice President, designated by the President (or in the absence of such
designation, the Vice President designated by the Board), shall perform all the
duties of the President, and when so acting, shall have all the powers of the
President. The authority of Vice Presidents to sign in the name of the
Corporation all certificates for shares and authorized deeds, mortgages, bonds,
contracts, notes and other instruments, shall be coordinated with like authority
of the President. Any one or more of the Vice Presidents may be designated as an
"Executive Vice President" or a "Senior Vice President."

         Section 5. The Secretary. The Secretary shall issue notices of all
meetings for which notice shall be required to be given, shall keep the minutes
of all meetings, shall have charge of the corporate seal, if any, and corporate
record books, shall cause to be prepared for each meeting of shareholders the
list of shareholders entitled to vote thereat, and shall have such other duties
and powers as may be assigned to or vested in him by the Board of Directors, the
Executive Committee or the President.

         Section 6. The Treasurer. The Treasurer shall have the custody of all
moneys and securities of the Corporation and shall keep adequate and correct
accounts of the Corporation's business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, stated capital and
shares. The funds of the Corporation shall be deposited in the name of the
Corporation by the Treasurer in such depositories as the Board of Directors may
from time to time designate. The Treasurer shall have such other duties and
powers as may be assigned to or vested in him by the Board of Directors, the
Executive Committee or the President.

         Section 7. Assistant and Subordinate Officers. The Board of Directors
may appoint such assistant and subordinate officers as it may deem desirable.
Each such officer shall hold office during the pleasure of the Board of
Directors and perform such duties as the Board of Directors may prescribe.

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         The Board of Directors may, from time to time, authorize any officers
to appoint and remove assistant and subordinate officers, to prescribe their
authority and duties, and to fix their compensation.

         Section 8. Duties of Officers May Be Delegated. In the absence of any
officer of the Corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any director.

                                  ARTICLE VIII

                             Certificates for Shares

         Section 1. Form and Execution. Certificates for shares shall be issued
to each shareholder in such form as shall be approved by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board of Directors or
the President or a Vice President and by the Secretary of the Corporation, which
certificates shall certify the number and class of shares held by the
shareholder in the Corporation, but no certificates for shares shall be
delivered until such shares are fully paid. When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the Corporation may be a facsimile, or engraved, stamped
or printed. Although any officer of the Corporation whose manual or facsimile
signature is affixed to a share certificate shall cease to be such officer
before the certificate is delivered, such certificate, nevertheless, shall be
effective in all respects when delivered.

         Such certificate for shares shall be transferable in person or by
attorney, but, except as hereinafter provided in the case of lost, mutilated or
destroyed certificates, no transfers of shares shall be entered upon the records
of the Corporation until the previous certificates, if any, given for the same
shall have been surrendered and canceled.

         Section 2. Lost, Mutilated or Destroyed Certificates. If any
certificate for shares is lost, mutilated or destroyed, the Board of Directors
may authorize the issuance of a new certificate in place thereof, upon such
terms and conditions as it may deem advisable. The Board of Directors in its
discretion may refuse to issue such new certificates until the Corporation has
been indemnified by a final order or decree of a court of competent jurisdiction
 .

                                   ARTICLE IX

                                   Fiscal Year

         The fiscal year of the Corporation shall end on the 31st day of
December in each year, or on such other day as may be fixed from time to time by
the Board of Directors.

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                                    ARTICLE X

                                   Amendments

         These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise two-thirds (2/3) of the voting power
on such proposal.

                                     Ohio State Bancshares, Inc.


                                     -------------------------------------------
                                     William Harris, Secretary



                                     Dated:
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