Exhibit 3(b)

THE SEAL OF THE SECRETARY OF
STATE OF OHIO {LOGO}

Prescribed by                              __X__  002
Ken Blackwell,  Secretary of State
30 East Broad Street, 14th floor            Charter No. ___________
Columbus, Ohio 43266-0418                   Approved: _____________
Form SH-AMD (January 1991)                  Date: _________________
                                            Fee: __________________

                            CERTIFICATE OF AMENDMENT
               By Shareholders to the Articles of Incorporation of


                               Ohio Valley Corp.
                              ---------------------
                              (Name of Corporation)


Jeffrey E. Smith                                                         who is:
--------------------------------------------------------------------------------

_____  Chairman of the Board   __X__  President      _____  Vice President

_____  Secretary               _____  Assistant Secretary (Check One)

of the above name Ohio corporation for profit do hereby certify that: (check the
appropriate box and complete the appropriate statements)

__X__    a meeting  of the  shareholders was  duty  called for  the  purpose  of
         adopting  this  amendment  and held on April 7, 1999 at which meeting a
         quorum of the  shareholders  was present in person or by proxy,  and by
         the  affirmative  vote  of the  holders  of  shares  entitling  them to
         exercise  not  less  than   two-thirds  of  the  voting  power  of  the
         corporation.

         in a writing signed by all of the shareholders who would be entitled to
         notice of a meeting held for that purpose,  the following resolution to
         amend the articles was adopted:


The resolution to amend the Amended Articles of Incorporation is attached hereto
as Exhibit A and incorporated herein.
                                            RECEIVED
                                            APR 15 1999
                                            J. KENNETH BLACKWELL
                                            SECRETARY OF STATE

         IN WITNESS WHEREOF, the above  named  officers, acting  for  and on the
behalf of the  corporation,  have hereto  subscribed their names this 9th day of
April, 1999


                                                     By:     /s/Jeffrey E. Smith
                                                             -------------------
                                                             Jeffrey E. Smith
                                                             Its President





                            Exhibit 3(b) (continued)

                                    EXHIBIT A
                                    ---------


RESOLVED,  that Article FOURTH of the Amended  Articles of  Incorporation of the
Corporation  be, and the same hereby is,  amended and  replaced in its  entirety
with the following:


FOURTH:  The authorized number of shares of the corporation shall be ten million
(10,000,000), all of which shall be Common Shares, without par value.