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                                  EXHIBIT 3 (i)

     CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SKANEATELES
                                 BANCORP, INC.




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            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                            SKANEATELES BANCORP, INC.


      Skaneateles Bancorp, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the Sate of Delaware, does hereby
certify as follows:

     FIRST: That on or about February 10, 1998, the Board of Directors of the
Corporation duly adopted a resolution to amend the Certificate of Incorporation
of the Corporation to increase the number of shares of common stock, par value
$.01 per share, which the Corporation has authority to issue, from 2,500,000 to
4,000,000. To effect such amendment, Article 4 of the Certificate of
Incorporation of the Corporation is hereby deleted in its entirety and the
following is hereby inserted in lieu thereof and is hereby adopted:

                           "Article 4. CAPITAL STOCK. The total number of shares
                  of all classes of the capital stock which the Corporation has
                  authority to issue is four million five hundred thousand
                  (4,500,000), of which four million (4,000,000) shall be common
                  stock, par value $.01 per share and five hundred thousand
                  (500,000) shall be serial preferred stock, par value $.01 per
                  share. The shares may be issued by the Corporation from time
                  to time as approved by its board of directors without the
                  approval of its shareholders. The consideration for the
                  issuance of the shares shall be paid in full before their
                  issuance and shall not be less than the par value per share.
                  Neither promissory notes nor future services shall constitute
                  payment or part payment for the issuance of the shares of the
                  Corporation. The consideration for the shares shall be cash,
                  services actually performed for the Corporation, personal
                  property, real property, leases of real property or any
                  combination of the foregoing. In the absence of actual fraud
                  in the transaction, the value of such property, labor or
                  services, as determined by the board of directors of the
                  Corporation, shall be conclusive. Upon payment of such
                  consideration such shares shall be deemed to be fully paid and
                  nonassessable.

                  A description of the different classes and series of the
                  Corporation's capital stock and a statement of the
                  designations, and the powers, preferences and rights, and the
                  qualifications, limitations and restrictions of the shares of
                  each class of and series of capital stock are as follows:

                                    A. COMMON STOCK. Except as provided in this
                           Article 4 (or in any resolution or resolutions
                           adopted by the board of directors pursuant hereto),
                           the holders of the common stock shall exclusively
                           possess all voting power. Each holder of shares of
                           common stock shall be entitled to one vote for each
                           share held by such holder, including the election of
                           directors. There shall be no cumulative voting rights
                           in the election of directors.


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                           Whenever there shall have been paid, or declared and
                           set aside for payment, to the holders of the
                           outstanding shares of any class of stock having
                           preference over the common stock as to the payment of
                           dividends, the full amount of dividends and of
                           sinking fund or retirement fund or other retirement
                           payments, if any, to which such holders are
                           respectively entitled in preference to the common
                           stock, then dividends may be paid on the common stock
                           and on any class or series of stock entitled to
                           participate therewith as to dividends, out of any
                           assets legally available for the payment of
                           dividends; but only when and as declared by the board
                           of directors

                           In the event of any liquidation, dissolution or
                           winding up of the Corporation, after there shall have
                           been paid to or set aside for the holders of any
                           class having preferences over the common stock in the
                           event of liquidation, dissolution or winding up of
                           the full preferential amounts of which they are
                           respectively entitled, the holders of the common
                           stock, and of any class or series of stock entitled
                           to participate therewith, in whole or in part, as to
                           distribution of assets, shall be entitled after
                           payment or provision for payment of all debts and
                           liabilities of the Corporation, to receive the
                           remaining assets of the Corporation available for
                           distribution, in cash or in kind.

                                            B. SERIAL PREFERRED STOCK. Except as
                           provided in this Section 4, the board of directors of
                           the Corporation is authorized by resolution or
                           resolutions from time to time adopted and by filing a
                           certificate pursuant to the applicable law of the
                           State of Delaware, to provide for the issuance of
                           serial preferred stock in series and to fix and state
                           the voting powers, full or limited, multiple,
                           fractional or no voting powers, and such
                           designations, preferences and relative,
                           participating, optional or other special rights of
                           the shares of each such series and the qualifications
                           limitations and restrictions thereof."

         SECOND: That the aforesaid amendment to the Certificate of
Incorporation of the Corporation was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware at a meeting of the
stockholders of the Corporation at a meeting called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, at which meeting the necessary numbers of shares as required by law
were voted in favor of the amendment.

         THIRD:  The effective date of filing this document with the Delaware 
Department of State shall be the date of filing.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation of the Corporation to be signed by
John P. Driscoll, its Chairman, President and Chief Executive Officer, and
attested by J. David Hammond, its Secretary, as of the 21st day of April, 1998.




                          SKANEATELES BANCORP, INC.



                          By:  /s/ John P. Driscoll
                             ------------------------------------------------

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