Exhibit 3.3

              Amendment to North Central Bancshares, Inc.'s Bylaws
               (Adopted on and Effective as of December 15, 2000)


         Article  IV,  Section 1 of the bylaws of North Central Bancshares, Inc.
is amended to read as follows:

         Section 1.  Responsibilities;  Number of  Directors.  The  business and
affairs of the Corporation  shall be under the direction of the Board. The Board
shall consist of seven (7)  directors.  No more than two (2) directors  shall be
officers or employees of the Corporation or its subsidiaries.