
                                                                EXHIBIT 3.1

                              ARTICLES OF INCORPORATION

                                          OF

                          CITIBANC SHARES OF MISSOURI, INC.

                                                     
                                 ____________________


                    The undersigned natural  persons of the age  of twenty-
          one years or more, for the purpose of forming a corporation under
          The General and Business Corporation  Law of Missouri, adopt  the
          following Articles of Incorporation:


                                      ARTICLE I
                                      _________

                    The  name of  the corporation  is  "Citibanc Shares  of
          Missouri, Inc."


                                      ARTICLE II
                                      __________

                    The  address of  the  corporation's initial  registered
          office  in the State  of Missouri is:   928 Grand  Avenue, Kansas
          City, Missouri, and  the name of its initial  registered agent at
          such address is:  Charles G. Young, Jr.


                                     ARTICLE III
                                     ___________

                    The aggregate number  of shares  which the  corporation
          shall have authority to issue is three thousand (3,000) shares of
          common stock with a  par value of Twelve Dollars and  Fifty Cents
          ($12.50)   per   share.     There   shall   be   no  preferences,
          qualifications, limitations, restrictions or special, relative or
          convertible rights in respect of any of said shares.


                                      ARTICLE IV
                                      __________

                    The number and class of  shares to be issued before the
          corporation  shall  commence  business is  fifty  (50)  shares of
          common stock with  a par value of Twelve Dollars  and Fifty Cents
          ($12.50) per  share.  The  consideration to be paid  therefor and
          the capital with which the corporation shall commence business is
          Six  Hundred Twenty-Five Dollars ($625.00).  The corporation will
          not commence  business  until consideration  of the  value of  at













          least Six Hundred Twenty-Five Dollars ($625.00) has been received
          for the issuance of shares.


                                      ARTICLE V
                                      _________

                    The name and place of residence of each incorporator is
          as follows:

                         Name                     Residence
                         ____                     _________

                    R. Crosby Kemper, Jr.         1014 Greenway Terrace
                                                  Kansas City, Missouri

                    Charles G. Young, Jr.         221 West 48th St.
                                                  Kansas City, Missouri

                    V.B. Kassebaum                1215 West 59th Street
                                                  Kansas City, Missouri


                                      ARTICLE VI
                                      __________

                    The  number of  directors to  constitute  the Board  of
          Directors is nine (9).


                                     ARTICLE VII
                                     ___________

                    The duration of the corporation is perpetual.


                                     ARTICLE VII
                                     ___________

                    The corporation is formed for the following purposes:

                         (a)    To  purchase,  subscribe  for  or
                    otherwise  acquire  and   own,  hold  as   an
                    investment or  otherwise, use,  sell, assign,
                    deal in, transfer, mortgage, pledge, exchange
                    or  otherwise   dispose  of,   alone  or   in
                    syndicates or  otherwise in  conjunction with
                    others,  shares  of   capital  stock,  bonds,
                    debentures, notes, evidences  of indebtedness
                    and    other    securities,    contracts   or
                    obligations of any  corporation, association,
                    partnership,    entity,    or   governmental,
                    municipal  or public  authority, domestic  or
                    foreign, and to  pay therefor in whole  or in
                    part,  in  cash  or  by  exchanging  therefor
                    shares   of   the   capital   stock,   bonds,
                    debentures,  notes  or other  obligations  of
                    this  corporation or  any other  corporation,
                    and while  the owner  or holder  of any  such
                    property to  receive, collect and  dispose of
                    the  interest, dividends  and income  arising












                    from  such  property,   and  to  possess  and
                    exercise in  respect thereof  all the  right,
                    powers and privileges of ownership, including
                    all voting powers of any securities so owned;

                         (b)   To  carry on  and  conduct  either
                    directly or  through subsidiaries  any lawful
                    business or businesses, and to do all  things
                    necessary or  proper for  the conduct  of any
                    businesses  in which  the corporation  may be
                    engaged;

                         (c)    To  make,  manufacture,  process,
                    organize, finance, manage, operate, purchase,
                    sell,  own,  hold,   store,  exchange,  rent,
                    lease, service, repair, handle or deal in and
                    with in any manner, property of any and every
                    description  and  class which  is now  or may
                    become the subject of trade or commerce;

                         (d)   To cause to be formed, to promote,
                    and   to  aid   in   the  formation   of  any
                    corporation  or   association,  domestic   or
                    foreign, and to  cause or participate  in the
                    merger,     consolidation,    reorganization,
                    liquidation or dissolution of any corporation
                    or  association,  domestic   or  foreign,  in
                    which,  or  in  the business  or  welfare  of
                    which, the corporation shall have directly or
                    indirectly any interest;

                         (e)  To operate,  manage, supervise, and
                    control all or  any part of the  business and
                    property  of  any  corporation,  association,
                    firm,  entity,  individual   or  undertaking,
                    domestic  or foreign,  or  to take  any  part
                    therein,  and to  appoint and  remunerate any
                    directors,   accountants,   other    experts,
                    agents, employees and persons;

                         (f)   To acquire  by purchase,  lease or
                    otherwise, to construct, assemble, own, hold,
                    lease, rent,  remodel, improve,  reconstruct,
                    mortgage, encumber, operate,  manage, deal in
                    and   dispose   of    machinery,   equipment,
                    appliances,  fixtures,   buildings,  offices,
                    factories, store  rooms, warehouses,  plants,
                    garages,  apartments  and  houses,  with  all
                    improvements,    machines,    fixtures    and
                    equipment appurtenant or  convenient thereto,
                    or  which may be  useful or desirable  in the
                    conduct  of  any  business or  businesses  in
                    which the corporation is or may be engaged;

                         (g)   To own,  acquire, buy,  sell, deal
                    in,    lease,    rent,    remodel,   improve,












                    reconstruct, mortgage and  otherwise encumber
                    real estate, whether  improved or unimproved,
                    and  any  interest  of  any  kind  whatsoever
                    therein,  and  to  own,  hold,  deal  in  and
                    dispose  of  such   property,  whether  real,
                    personal or mixed;

                         (h)  to acquire the good will, business,
                    rights and  property  of  any  person,  firm,
                    association  or corporation,  and to  pay for
                    the same in cash, property,  stocks, notes or
                    otherwise; to hold and enjoy or in any manner
                    to dispose  of the whole  or any part  of the
                    property, assets and  rights so acquired;  to
                    conduct in any lawful manner the whole or any
                    part  of any  business  so  acquired, and  to
                    exercise all  powers necessary  or convenient
                    in and about  the conduct  and management  of
                    any  business  or  businesses  in  which  the
                    corporation  is  now  or   may  hereafter  be
                    engaged;

                         (i)     To  sell,   lease,  convey,   or
                    otherwise  dispose  of, mortgage,  pledge  or
                    otherwise  encumber  all or  any part  of its
                    property and assets;

                         (j)  To acquire, deal in, purchase, own,
                    hold, lease,  rent, mortgage,  develop, mine,
                    produce,  acquire,   exploit,  encumber   and
                    dispose   of   lumber,   natural   resources,
                    minerals  and   mineral  rights   or  royalty
                    interests of any kind;

                         (k)   To  acquire, own,  deal in,  hold,
                    enjoy, use and dispose of patents and  patent
                    rights,   trademarks    and   trade    names,
                    distinctive   marks,   copyrights,  licenses,
                    inventions,      improvements,     processes,
                    franchises,  permits and  other evidences  of
                    lawful authority or agency;

                         (l)   To  borrow money  for  any of  the
                    purposes  of  the  corporation  and to  draw,
                    make,  accept,  endorse,  discount,  execute,
                    issue, sell,  pledge or otherwise  dispose of
                    promissory notes, drafts,  bills of exchange,
                    warrants,   bonds,   debentures   and   other
                    negotiable or non-negotiable, transferable or
                    non-transferable instruments and evidences of
                    indebtedness,  and  to   secure  the  payment
                    thereof and the interest thereon by mortgage,
                    assignment in  trust, pledge,  conveyance, or
                    other encumbrance of the whole or any part of
                    the  property of the  corporation at the time
                    owned or thereafter acquired;












                         (m)   To purchase, acquire,  hold, sell,
                    transfer  and  redeem  or  otherwise deal  in
                    shares of its own capital stock, whenever and
                    to the fullest extent permitted by law;

                         (n)  To lend money, and to acquire, take
                    or  hold as  security, if  desired, real  and
                    personal property,  bonds, debentures,  notes
                    or  any   other  evidences  of   interest  of
                    indebtedness  or any  other security  for the
                    payment  of funds so loaned; to promote or to
                    aid in any manner, financially or  otherwise,
                    any corporation  or association of  which any
                    stocks,   bonds,   or  other   evidences   of
                    indebtedness or securities  are held directly
                    or  indirectly by  this corporation;  and for
                    this  purpose  to  guarantee  the  contracts,
                    dividends,  stocks,  bonds, notes  and  other
                    obligations  of  such  other  corporation  or
                    association, and  to  do any  other  acts  or
                    things designed to protect, preserve, improve
                    or enhance  the value of  such stocks, bonds,
                    or   other  evidences   of  indebtedness   of
                    securities.

                         (o)   To have and to exercise all powers
                    necessary  or incident  to  carrying out  its
                    corporate  purposes,  to exercise  all  other
                    powers permitted  by law, and  to possess and
                    enjoy all rights  and powers which now  or at
                    any time  hereafter  may  be  granted  to  or
                    exercised by a corporation of this character;

                         (p)    Nothing   in  these  Articles  of
                    Incorporation     shall     authorize    this
                    corporation to  engage in any  business which
                    would cause the corporation to be, or become,
                    an investment company as that term is defined
                    in  the  Investment Company  Act of  1940, or
                    shall  authorize  the   corporation  to  hold
                    itself out as such an investment company.


                                      ARTICLE IX
                                      __________

                    No holder  of  stock of  the corporation  of any  class
          shall be  entitled  as a  matter  of right  to subscribe  for  or
          purchase any part  of any new  or additional issue  of stock,  or
          securities  convertible  into  stock, of  any  class  whatsoever,
          whether  now or  hereafter authorized,  and  all such  additional
          shares of stock or other securities convertible into stock may be
          issued and disposed of  by the Board of Directors to  such person
          or  persons and on such terms  and for such consideration (so far
          as may be permitted by law)  as the Board of Directors, in  their
          absolute discretion, may deem advisable.













                                      ARTICLE X
                                      _________

                    The Board  of Directors shall  have the power  to make,
          alter, amend or  repeal the By-Laws of the  corporation from time
          to time.


                                      ARTICLE XI
                                      __________

                    The corporation  reserves the  right  to amend,  alter,
          change or repeal  any provisions contained  in these Articles  of
          Incorporation in the manner  now or hereafter prescribed by  law,
          and all  rights conferred  upon shareholders  herein are  granted
          subject to this reservation.

                    IN  WITNESS WHEREOF,  these  Articles of  Incorporation
          have been signed this 12th day of June, 1967.

                                        /s/R. Crosby Kemper, Jr.     
                                        _____________________________
                                        R. Crosby Kemper, Jr.



                                        /s/Charles G. Young, Jr.      
                                        ______________________________
                                        Charles G. Young, Jr.



                                        /s/V.B. Kassebaum             
                                        ______________________________
                                        V. B. Kassebaum


          STATE OF MISSOURI   )
                              )  ss.
          COUNTY OF JACKSON   )


                    I,  Rosemary  F.  Nugent, a  Notary  Public,  do hereby
          certify that on this 12th  day of June, 1967, personally appeared
          before me R.  CROSBY KEMPER, JR., CHARLES G. YOUNG,  JR. and V.B.
          KASSEBAUM, who being  by me first duly sworn,  declared that they
          are   the  persons   who  signed   the   foregoing  document   as
          incorporators,  and that  the  statements therein  contained  are
          true.



                                        /s/Rosemary F. Nugent           
                                        ________________________________
                                             Notary Public


          My commission expires:

          November 30, 1967

          <PAGE>












          HONORABLE JAMES C. KIRKPATRICK
          SECRETARY OF STATE
          STATE OF MISSOURI
          JEFFERSON CITY, MISSOURI, 65101


               Pursuant  to  the  provisions of  The  General  And Business
          Corporation  Law   of  Missouri,   the  undersigned   Corporation
          certifies the following:

               (1)  The  name of the Corporation is:   Missouri Bancshares,
          Inc.

               The  name under  which  it  was  originally  organized  was:
          Citibanc Shares of Missouri, Inc.

               (2)    An   amendment  to  the  Corporation's   Articles  of
          Incorporation was adopted by the shareholders on March 4, 1968.

               (3)  The amendment adopted is as  follows:  That the name of
          the Corporation be changed from Citibanc Shares of Missouri, Inc.
          to Missouri Bancshares, Inc.

               (4)   Of the 50 shares  outstanding, 50 of such  shares were
          entitled to vote on such amendment.

               The number  of outstanding shares  of any class  entitled to
          vote thereof as a class were as follows:

                    Class               Number of Outstanding Shares
                    _____               ____________________________

                    Common                   50

               (5)    The  number  of  shares voted  for  and  against  the
          amendment was as follows:

                    Class          No. voted for       No. voted against
                    _____          _____________       _________________

                    Common              50                  0

               (6)  Not applicable.

               (7)  Not applicable.

                    IN  WITNESS  WHEREOF,  the  undersigned,  President  of
          Missouri Bancshares, Inc.,  has executed this instrument  and its
          Secretary has affixed its corporate seal hereto and attested said
          seal on the 5th day of March, 1968.

                                        MISSOURI BANCSHARES, INC.

          (CORPORATE SEAL)
                                        By /s/R. Crosby Kemper, Jr. 
                                          __________________________
                                             R. Crosby Kemper, Jr.
                                             President













          ATTEST:

          /s/Charles G. Young, Jr.
          ________________________
          Charles G. Young, Jr.,
          Secretary



          STATE OF MISSOURI   )
                              )  SS.
          COUNTY OF JACKSON   )


               I, Alice M. Hibbits, a notary public, do hereby certify that
          on this 5th  day of March  1968 personally appeared before  me R.
          Crosby Kemper, Jr.,  who, being by me first  duly sworn, declared
          that he  is the President  of Missouri Bancshares, Inc.,  that he
          signed  the foregoing document  as President of  the corporation,
          and that the statements therein contained are true.



                                        /s/Alice M. Hibbits           
                                        ______________________________
                                             Notary Public

          (NOTARIAL SEAL)

          My Commission Expires:

          August 29, 1971

          <PAGE>

                               CERTIFICATE OF AMENDMENT

                                          OF

                              ARTICLES OF INCORPORATION

                                          OF

                              MISSOURI BANCSHARES, INC.,
                                A MISSOURI CORPORATION

                                                 
                                     ____________


               Pursuant  to  the  provisions of  The  General  and Business
          Corporation  Law of Missouri, Missouri Bancshares, Inc., does, by
          its  President,  R. Crosby  Kemper,  Jr., and  by  its Secretary,
          Charles G. Young, Jr., hereby make this Certificate  of Amendment
          of  the Articles of Incorporation of Missouri Bancshares, Inc., a
          Missouri corporation, certifying as follows:
















               1.   The  name of the corporation is:  "Missouri Bancshares,
          Inc."  The  corporation was originally  organized under the  name
          "Citibanc Shares of Missouri, Inc."

               2.   The  amendment  to  the Articles  of  Incorporation  of
          Missouri  Bancshares, Inc. hereinafter  set forth was  adopted by
          the shareholders of said corporation on October 22, 1969.

               3.   The  amendment  of  the  Articles  of Incorporation  of
          Missouri  Bancshares, Inc., adopted  by the shareholders  of said
          corporation, amends Article III of the Articles of Incorporation,
          so that, as amended, Article III provides as follows:

                                     "ARTICLE III
                                      ___________

                    The   aggregate  number   of   shares  which   the
               corporation  shall  have  authority  to  issue  is  One
               Million Seven Hundred Fifty Thousand (1,750,000) shares
               of common stock with a  par value of Twelve Dollars and
               Fifty  Cents  ($12.50) per  share.   There shall  be no
               preferences, qualifications,  limitations, restrictions
               or special, relative or  convertible rights in  respect
               of any of said shares."

               4.   The  number of  shares  of  common  stock  of  Missouri
          Bancshares, Inc. outstanding and the number of shares entitled to
          vote on the foregoing amendment was fifty (50).

               5.   The  number of  shares  of  common  stock  of  Missouri
          Bancshares,  Inc.  voted  for  the  foregoing  amendment  to  the
          Articles  of Incorporation at  a special meeting  of shareholders
          duly called and held on October 22, 1969, was fifty (50); and the
          number of shares  voted against the foregoing  amendment was zero
          (0).

               6,   The  amendment  effects  a  change  in  the  number  of
          authorized shares  having a  par value.   Prior to  the effective
          date of the  amendment, the corporation  was authorized to  issue
          three thousand (3,000) shares of common stock with a par value of
          Twelve Dollars  and Fifty  Cents ($12.50) per  share, a  total in
          dollars   of   Thirty  Seven   Thousand   Five  Hundred   Dollars
          ($37,500.00) of  par value of  all authorized shares.   Under the
          foregoing amendment, the  corporation is authorized to  issue One
          Million Seven Hundred Fifty Thousand (1,750,000) shares of common
          stock with a par value of Twelve Dollars and Fifty Cents ($12.50)
          per share, a total in dollars of Twenty One Million Eight Hundred
          Seventy  Five   Thousand  Dollars  ($21,875,000)  par   value  of
          authorized shares.

               IN WITNESS  WHEREOF, the  undersigned President of  Missouri
          Bancshares,  Inc. has executed this instrument; and the Secretary
          of  Missouri  Bancshares,  Inc.  has  affixed  the seal  of  said
          corporation  hereto and  attested said  seal on  the 22nd  day of
          October, 1969.














                                        MISSOURI BANCSHARES, INC.

          (Seal)
                                        By /s/ R. Crosby Kemper, Jr.       
                                          _________________________________

                                             R.    Crosby   Kemper,    Jr.,
          President
          Attest:


          /s/Charles G. Young, Jr.    
          __________________________
          Charles G. Young, Jr. Secretary


          STATE OF MISSOURI   )
                              )  SS.
          COUNTY OF JACKSON   )


               I, Ruth L. Crews, a Notary Public, do hereby certify that on
          this 22nd day of October, 1969, personally appeared before me. R.
          Crosby Kemper, Jr., who being  first duly sworn, declared that he
          is  the  President  of  Missouri  Bancshares,  Inc.,  a  Missouri
          corporation, that he  signed the foregoing document  as President
          of the corporation, and that the statements therein contained are
          true.

                                        /s/ Ruth L. Crews               
                                        ________________________________
                                             Notary Public

          My Commission Expires:

          My commission expires October 15, 1973
          Ruth L. Crews, Notary Public for
          Jackson County, Missouri


          <PAGE>

                              CERTIFICATE OF AMENDMENTS
                                          OF
                              ARTICLES OF INCORPORATION
                                          OF
                              MISSOURI BANCSHARES, INC.

                                A MISSOURI CORPORATION

                                                  
                                    ______________


               The  undersigned,  R.  Crosby  Kemper,  Jr.,   President  of
          Missouri Bancshares, Inc., and Jerome H. Scott,  Jr. Secretary of
          Missouri Bancshares,  Inc., do  hereby make  this Certificate  of
          Amendments  of   the  Articles   of  Incorporation   of  Missouri
          Bancshares, Inc., a Missouri corporation, certifying as follows:













               1.   The name  of the  corporation is "Missouri  Bancshares,
          Inc."

               2.   The  Amendments   to  the  Articles   of  Incorporation
          hereinafter  set  forth  were  adopted  by  the  shareholders  of
          Missouri Bancshares, Inc. on April 21, 1971.

               3.   The Amendments to the Articles of Incorporation adopted
          by the shareholders  of Missouri Bancshares, Inc.,  amend Article
          III and Article VI of the Articles of Incorporation.

               4.   Article III of the Articles of Incorporation as  it now
          reads is deleted and  in lieu thereof Article  III is amended  so
          that, as amended, it provides as follows:

                                     "ARTICLE III

               The   number  of  directors  of  the  corporation  shall  be
          seventeen."

               5.   The number of  shares of stock of  Missouri Bancshares,
          Inc. outstanding on March 19, 1971, the record date for voting at
          the Annual Meeting  of Shareholders, was 1,234,161 shares, all of
          which were common shares.   The number of shares entitled to vote
          for the foregoing amendment was 1,234,161.

               6.   At the  Annual  Meeting  of  Shareholders  of  Missouri
          Bancshares,  Inc. duly  called and  held on  April 21,  1971, the
          number  of shares  voted for  the  amendment of  Article III  was
          1,114,669,  and the number of shares  voted against the amendment
          of Article III was 3,101.

               7.   The Amendment  of Article III  effects a change  in the
          Articles of Incorporation by deleting the present Article III and
          in lieu thereof substituting an  Article III which provides for a
          change in the  number of directors of the Corporation.   Prior to
          the Amendment,  the number  of directors  of the  Corporation was
          nine.  Under the foregoing  amendment, the number of directors of
          the Corporation will be seventeen.

               8.   Article  VI of the Articles  of Incorporation as it now
          reads is deleted  and in lieu  thereof Article  VI is amended  so
          that, as amended, it provides as follows:

                                     "ARTICLE VI

               The aggregate number  of shares which the  Corporation shall
          have  authority to  issue  is Two  Million (2,000,000)  shares of
          common  stock each  of a par  value of  Twelve Dollars  and Fifty
          Cents ($12.50).   No  shareholder in his  capacity as  such shall
          have any  pre-emptive or preferential  right to subscribe  for or
          receive  any  shares  of  stock   of  this  Corporation  or   any
          obligations   convertible   into   shares   of   stock   of  this
          Corporation."














               9.   The number of  shares of stock of  Missouri Bancshares,
          Inc. outstanding on March 19, 1981, the record date for voting at
          the Annual Meeting of Shareholders, was 1,234,161 shares,  all of
          which were common shares.  The number of  shares entitled to vote
          for the foregoing amendment was 1,234,161.

               10.  At  the  Annual  Meeting  of Shareholders  of  Missouri
          Bancshares, Inc.,   duly called and  held on April 21,  1971, the
          number  of shares  voted  for  the Amendment  to  Article VI  was
          1,115,243, and the  number of shares voted  against the Amendment
          to Article VI was 2,527.

               11.  The Amendment  to Article  VI effects a  change in  the
          Articles of Incorporation by deleting the present Article III and
          in lieu thereof substituting an  Article III which provides for a
          change  in  the  number  of  authorized shares.    Prior  to  the
          Amendment, the number  of authorized shares  of common stock  was
          one million seven hundred  fifty thousand (1,750,000) with a  par
          value  of twelve  dollars  and fifty  cents  ($12.50) per  share.
          Under the foregoing Amendment, the number of authorized shares of
          common stock will be two million (2,000,000) with a  par value of
          twelve dollars and fifty cents ($12.50) per share.

               IN  WITNESS WHEREOF, the undersigned, R. Crosby Kemper, Jr.,
          President of the  Corporation, has executed this  instrument, and
          its Secretary, Jerome  H. Scott, Jr.,  has affixed the  corporate
          seal on this 21st day of April, 1971.

                                             MISSOURI BANCSHARES, INC.

          (SEAL)
                                        By /s/R. Crosby Kemper, Jr. 
                                           _________________________
                                             R. Crosby Kemper, Jr.


          /s/Jerome H. Scott, Jr.
          _______________________
          Jerome H. Scott, Jr.


          STATE OF MISSOURI   )
                              )  SS.
          COUNTY OF JACKSON   )

               I, Rosemary F.  Nugent, a Notary  Public, do hereby  certify
          that on the  21st day of April, 1971,  personally appeared before
          me R.  Crosby Kemper,  Jr., who,  being by  me first duly  sworn,
          declared that he  signed the foregoing  document as President  of
          Missouri  Bancshares,  Inc., and  that  the statements  contained
          therein are true.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          the seal of  my office at Kansas City,  Jackson County, Missouri,
          the day and year last above written.















                                        /s/Rosemay F. Nugent               
                                        ___________________________________

                                        Notary Public Within and for said
                                                  County and State

          My Commission Expires:

          November 30, 1971

          <PAGE>
                               CERTIFICATE OF AMENDMENT

                                          OF

                              ARTICLES OF INCORPORATION

                                          OF

                              MISSOURI BANCSHARES, INC.

                                                    
                                  __________________

                    Pursuant  to the provisions of The General and Business
          Corporation  Law   of  Missouri,   the  undersigned   Corporation
          certifies the following:

                    1.   The  name   of   the   Corporation   is   Missouri
          Bancshares, Inc.
                    The  name under which  it was originally  organized was
          Citibanc Shares of Missouri, Inc.

                    2.   An  amendment  to  the  Corporation's Articles  of
          Incorporation was adopted by the shareholders on August 24, 1971.

                    3.   Article I is amended to read as follows:

                                      "ARTICLE I

                    The  name of the  Corporation shall be  United Missouri
               Bancshares, Inc."

                    4.   Of the 1,232,708 shares outstanding, 1,232,708  of
          such shares were entitled to vote on such amendment.

                    The  number of outstanding shares of any class entitled
          to vote thereof as a class were 1,232,708 common shares.

                    5.   The number  of shares  voted for  and against  the
          amendment was as follows:

                    Class               No. Voted For       No.       Voted
                    _____               _____________       _______________
          Against
          _______

               Common stock             1,025,137                441














                    IN WITNESS  WHEREOF, the  undersigned, John J.  Kramer,
          Executive Vice President, has executed this instrument and Jerome
          H.  Scott, Jr.,  its  Secretary, has  affixed its  corporate seal
          hereto and attested said seal on the 24th day of August, 1971.

                                        MISSOURI BANCSHARES, INC.
          (SEAL)

          ATTEST:                       By /s/John J. Kramer               
                                          _________________________________

                                             Executive Vice President

          /s/J.H. Scott, Jr.
          __________________
               Secretary


          STATE OF MISSOURI   )
                              )  ss.
          COUNTY OF JACKSON   )

                    I, Suellen Long, a notary public do hereby certify that
          on this 24th  day of August, 1971, personally  appeared before me
          John J. Kramer, who, being by me first sworn, declared that he is
          the Executive Vice  President of Missouri Bancshares,  Inc., that
          he signed the foregoing document  as Executive Vice President  of
          the  corporation, and that  the statements therein  contained are
          true.


                                   /s/Suellen Long               
                                   ______________________________
                                             Notary Public

          My Commission Expires:

          My commission expires April 4, 1975

          <PAGE>

                                      ASSIGNMENT
                                      __________


                    For   value   received    the   undersigned,   Missouri
          Bancshares,  Inc.,  a  Missouri corporation,  hereby  assigns and
          transfers unto United Missouri Bancshares, Inc. all of its right,
          title and interest in and to the name "Missouri Bancshares, Inc."

                                        MISSOURI BANCSHARES, INC.

          ATTEST:

                                        By /s/John J. Kramer             
                                          _______________________________
          /s/J. H. Scott, Jr.           President
          _____________________
















          STATE OF MISSOURI   )
                              )  ss.
          COUNTY OF JACKSON   )

                    I, Suellen Long, a Notary Public, in and for the County
          and  State aforesaid, do hereby  certify that on  the 24th day of
          August,  1971, personally appeared  before me John  J. Kramer and
          Jerome  H. Scott,  Jr., to  me personally  known to  be the  same
          persons who  executed  the foregoing  assignment,  and  severally
          acknowledged that they  executed it for the  purposes therein set
          forth.

                    IN WITNESS  WHEREOF, I  have hereunto set  my hand  and
          seal the year and day above written.


                                   /s/Suellen Long                        
                                   _______________________________________
                                        Notary Public

          My Commission Expires:

          My commission expires April 4, 1975

          <PAGE>

                               CERTIFICATE OF AMENDMENT
                                          of
                              ARTICLES OF INCORPORATION
                                          of
                           UNITED MISSOURI BANCSHARES, INC.

                                A Missouri Corporation

                                                      
                                ______________________


                    The undersigned,  E.  J. Robertson,  Vice President  of
          United Missouri Bancshares,  Inc., and the undersigned,  Cyrus E.
          Ricketts, Assistant  Secretary  of  United  Missouri  Bancshares,
          Inc., do  hereby  make  this  Certificate  of  Amendment  of  the
          Articles  of Incorporation of United Missouri Bancshares, Inc., a
          Missouri corporation, certifying as follows:

                    1.   The  name of the  corporation is  "United Missouri
          Bancshares, Inc."

                    2.   The  Amendment to  the  Articles of  Incorporation
          hereinafter  set forth was adopted by  the shareholders of United
          Missouri Bancshares, Inc. on April 19, 1973.

                    3.    The Amendment  to the  Articles of  Incorporation
          adopted by the shareholders of the corporation  amends Article VI
          of the Articles of Incorporation, so that, as amended, Article VI
          shall provide as follows:














                                      ARTICLE VI
                                      __________

                         The aggregate number of shares which the
                    corporation shall have  authority to issue is
                    four  million  (4,000,000) shares  of  common
                    stock  with a par value of Twelve Dollars and
                    fifty cents ($12.50) per share.   There shall
                    be     no     preferences,    qualifications,
                    limitations,    restrictions   or    special,
                    relative or convertible  rights in respect of
                    any of said shares.

                    4.   The number  of  outstanding  shares  of  stock  of
          United  Missouri Bancshares, Inc. is  1,358,484, all of which are
          common  shares.  The  number of  shares entitled  to vote  on the
          foregoing amendment was 1,358,484.

                    5.   At the meeting of shareholders of the  corporation
          duly called  and held  on April  19, 1973,  the number  of shares
          voted for  the amendment was  1,187,057 and the number  of shares
          voted against the amendment was 113.

                    6.   The  amendment effects a  change in the  number of
          authorized shares of  common stock of the corporation.   Prior to
          the  amendment, the number  of authorized shares  of common stock
          was two million (2,000,000) and the par value  of such shares was
          $12.50 per share.   Under the foregoing amendment,  the number of
          authorized   shares  of  common   stock  will  be   four  million
          (4,000,000)  and the  par value  of  such shares  will remain  at
          $12.50 per share.

                    7.   The amount,  in dollars, of  authorized shares  of
          the corporation having a par  value, as changed by the amendment,
          is $50,000,000.

                    IN WITNESS WHEREOF, the  undersigned, E. J.  Robertson,
          Vice President of the company,  has executed this instrument, and
          its  Assistant  Secretary,  Cyrus E.  Ricketts,  has  affixed the
          corporate seal on the 27th day of April, 1973.

                                   UNITED MISSOURI BANCSHARES, INC.



                                   By /s/E.J. Robertson              
                                     ________________________________
          ATTEST:                     E. J. Robertson, Vice President



          /s/Cyrus E. Ricketts                  
          ______________________________________
          Cyrus E. Ricketts, Assistant Secretary

          STATE OF MISSOURI   )
                              ) ss.
          COUNTY OF JACKSON   )













               I, Ruth L. Crews, a Notary Public, do hereby certify that on
          the 27th day of  April, 1973, personally appeared before me E. J.
          Robertson, who,  being by me  first duly sworn, declared  that he
          signed  the  foregoing  document  as  Vice  President  of  United
          Missouri  Bancshares,  Inc.,  and  that  the  statements  therein
          contained are true.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          the seal of  my office at Kansas City,  Jackson County, Missouri,
          the day and year last above written.


                                        /s/Ruth L. Crews            
                                        ____________________________
                                        Notary Public Within and For Said
                                             County and State
          My Commission Expires:

          My commission expires Oct. 15, 1973
          Ruth L. Crews, Notary Public
          for Jackson County, MO

          <PAGE>

                                   CERTIFICATE OF 

                       AMENDMENTS OF ARTICLES OF INCORPORATION

          Honorable James C. Kirkpatrick
          Secretary of State
          State of Missouri
          Jefferson City, Missouri  65101

               Pursuant  to  the  provisions of  the  General  and Business
          Corporation   Law  of   Missouri,  the   undersigned  Corporation
          certifies the following:

               (1)  The   name  of  the   Corporation  is  United  Missouri
          Bancshares, Inc.

                    The name  under which it was  originally organized
               was Citibanc Shares of Missouri, Inc.

               (2)  Amendments   to    the   Corporation's    Articles   of
          Incorporation were adopted by the shareholders on April 19, 1979.

               (3)  Article III is amended to read as follows:

                    "ARTICLE   III:      The   number   of   directors
               constituting  the  first  Board  of  Directors  of  the
               corporation was  nine (9)  and the number  constituting
               the  Board at  the  time of  the  effectiveness of  the
               Amendment  is seventeen (17).  Hereafter, the number of
               directors shall be fixed by, or in the manner  provided
               in, the By-Laws of the  Corporation.  Any change in the
               number  of directors shall be reported to the Secretary













               of  State  within  thirty (30)  calendar  days  of such
               change.   Directors need not be shareholders unless the
               By-Laws require them to be shareholders."

               (4)  Of the 3,413,985 shares  outstanding, 3,413,985 of such
          shares were entitled to vote on such amendment.

               (5)  The   number  of  shares  voted  for  and  against  the
          amendment was as follows:

                  Class            No. Voted For       No. Voted Against
                  _____            _____________       _________________
               Common Stock,         2,805,473                   11,294
               $12.50 par value

               (6)  Article VI is amended to read as follows:

                    "ARTICLE VI.  The aggregate number of shares which
               the Corporation shall  have authority to issue  is five
               million (5,000,000) shares  of Common Stock with  a par
               value  of Twelve Dollars  and fifty cents  ($12.50) per
               share.  There shall be  no preferences, qualifications,
               restrictions or special, relative or convertible rights
               in respect of any of such shares."

               (7)  Of the 3,413,985 shares outstanding, 3,413,985 of  such
          shares were entitled to vote on such amendment.

               (8)  The amendment changed  the number of authorized  shares
          having  a  par value  of  $12.50  and the  amount  in dollars  of
          authorized  shares  having a  par  value  as  changed is:    From
          4,000,000 shares  to 5,000,000  shares for a  dollar increase  of
          $12,500,000.

               (9)  The   number  of  shares  voted  for  and  against  the
          amendment was as follows:

                  Class            No. Voted For       No. Voted Against
                  _____            _____________       _________________
               Common Stock,         2,797,420                   19,347
               $12.50 par value

               (10) Article X is amended to read as follows:

                    "ARTICLE  X.  The  By-Laws of the  Corporation may
               from time  to time  be altered,  amended, suspended  or
               repealed, or new By-Laws may  be adopted, in any of the
               following ways:   (i) by  the affirmative vote,  at any
               annual or special  meeting of the shareholders,  of the
               holders of  at  least  two-thirds  of  the  outstanding
               shares of  stock of  the Corporation  entitled to  vote
               thereon, or (ii) by resolution adopted by a majority of
               the full  Board of Directors  at a meeting  thereof, or
               (iii) by unanimous written consent of all the directors
               in lieu of a meeting; provided, however, that the power
               of the directors to alter, amend, suspend or repeal the
               By-Laws or any portion thereof  may be denied as to any













               By-Laws  or   any  portion   thereof  enacted  by   the
               shareholders  if  at  the time  of  such  enactment the
               shareholders shall so expressly provide."

               (11) Of the 3,413,985 shares  outstanding, 3,413,985 of such
          shares were entitled to vote on such amendment.

               (12) The   number  of  shares  voted  for  and  against  the
          amendment was as follows:

                  Class            No. Voted For       No. Voted Against
                  _____            _____________       _________________
               Common Stock,         2,806,648                   10,119
               $12.50 par value

               (13) Article XI is amended to read as follows:

                    "ARTICLE XI.   The corporation reserves  the right
               to  alter, amend or  repeal any provision  contained in
               its  Articles of  Incorporation in  the  manner now  or
               hereafter prescribed by  the statutes of  Missouri, and
               all  rights  and powers  conferred  herein  are granted
               subject to  this reservation;  and, in particular,  the
               Corporation  reserves the right  and privilege to amend
               its Articles of  Incorporation from time to  time so as
               to  authorize other  or  additional classes  of  shares
               (including   preferential  shares),   to  increase   or
               decrease  the number  of  shares of  any  class now  or
               hereafter authorized, to  establish, limit  or deny  to
               shareholders  of any  class the  right  to purchase  or
               subscribe for any shares of stock of the Corporation of
               any  class,  whether  now or  hereafter  authorized  or
               whether  issued for cash, property  or services or as a
               dividend  or otherwise, or to purchase or subscribe for
               any   obligations,   bonds,   notes,   debentures,   or
               securities or stock convertible into shares of stock of
               the  Corporation or carrying or evidencing any right to
               purchase shares of stock of  any class, and to vary the
               preferences,      priorities,      special      powers,
               qualifications,  limitations,   restrictions  and   the
               special or relative rights  or other characteristics in
               respect of the shares of  each class, and to accept and
               avail itself of,  or subject itself to,  the provisions
               of   any  statutes   of   Missouri  hereafter   enacted
               pertaining  to  general and  business  corporations, to
               exercise  all   the  rights,   powers  and   privileges
               conferred  upon  corporations organized  thereunder  or
               accepting  the provisions  thereof  and  to assume  the
               obligations  and  duties  imposed  therein,  upon   the
               affirmative  vote of the  holders of a  majority of the
               shares of stock  entitled to vote  thereon, or, in  the
               event the laws  of Missouri require a  separate vote by
               classes of  shares, upon  the affirmative  vote of  the
               holders of a majority of the shares of each class whose
               separate vote  is required thereon;  provided, however,
               that  none of  the  provisions of  this  ARTICLE XI  or













               ARTICLE III or ARTICLE X may be amended or repealed nor
               may  any  provision  be  added  to  these  Articles  of
               Incorporation  that  would  be  inconsistent  with  any
               provision  of this ARTICLE XI or ARTICLE III or ARTICLE
               X  hereof or by the  By-Laws of the Corporation, unless
               such amendment, repeal or additional provision shall be
               approved  by the  affirmative vote,  at  any annual  or
               special  meeting of the shareholders, of the holders of
               at  least two-thirds of  the outstanding shares  of the
               Corporation entitled to vote thereon."

               (14) Of the 3,413,985 shares  outstanding, 3,413,985 of such
          shares were entitled to vote on such amendment.

               (15) The   number  of  shares  voted  for  and  against  the
          amendment was as follows:

                  Class            No. Voted For       No. Voted Against
                  _____            _____________       _________________
               Common Stock,         2,802,762                   14,005
               $12.50 par value

               IN WITNESS WHEREOF, the  undersigned President has  executed
          this instrument and  its Secretary has affixed its corporate seal
          hereto and attested said seal on the 19th day of April, 1979.

               Seal                          UNITED   MISSOURI  BANCSHARES,
                                             INC.
          Attest


          /s/J.H. Scott, Jr.                 By:/s/John J. Kramer          
          ________________________________      ___________________________
                    Secretary                          President


          STATE OF MISSOURI   )
                              ) ss.
          COUNTY OF JACKSON   )

               I, Alice M. Hibbits, a notary public, do hereby certify that
          on this  19th day of  April, 1979, personally appeared  before me
          John J. Kramer, who, being by me first sworn, declared that he is
          the President  of United  Missouri Bancshares,  Inc. and  that he
          signed  the foregoing document  as President of  the Corporation,
          and that the statements therein contained are true.

                                        /s/Alice M. Hibbits            
                                        _______________________________
                                                  Notary Public
          My commission expires:

          My commission expires August 29, 1979
          <PAGE>
                               CERTIFICATE OF AMENDMENT
                             OF ARTICLES OF INCORPORATION
                             ____________________________

          Honorable James C. Kirkpatrick













          Secretary of State
          State of Missouri
          Jefferson City, Missouri  65101

               Pursuant  to  the  provisions of  the  General  and Business
          Corporation  Law   of  Missouri,   the  undersigned   corporation
          certifies the following:

               (1)  The   name  of  the   Corporation  is  United  Missouri
          Bancshares, Inc.

                    The  name under which  it was originally  organized was
          Citibanc Shares of Missouri, Inc.

               (2)  An   amendment  to   the   Corporation's  Articles   of
          Incorporation was adopted by the shareholders on April 16, 1981.

               (3)  Article VI is amended to read as follows:

                    "Article VI.  The aggregate number of shares which
               the  Corporation shall have  authority to issue  is six
               million (6,000,000) shares  of common stock with  a par
               value  of Twelve Dollars  and Fifty Cents  ($12.50) per
               share.  There shall  be no preferences, qualifications,
               limitations,  restrictions  or   special,  relative  or
               convertible rights in respect of any of such shares."

               (4)  The amendment changed  the number of authorized  shares
          having  a  par value  of  $12.50  and the  amount  in dollars  of
          authorized  shares  having a  par  value  as  changed is:    From
          5,000,000   shares  to  6,000,000   for  a  dollar   increase  of
          $12,500,000.

               (5)  Of  the 4,238,609 shares outstanding, 3,613,189 of such
          shares were entitled to vote on such amendment.

               (6)  The   number  of  shares  voted  for  and  against  the
          amendment was as follows:

               Class               No. Voted For            No.       Voted
               _____               _____________            _______________
          Against
          _______
               Common Stock          3,592,314                   20,875
               $12.50 par value

               IN WITNESS  WHEREOF, the  undersigned Chairman  has executed
          this instrument and its Secretary  has affixed its corporate seal
          hereto and attested said seal on the 19th day of April, 1981.

          SEAL                          UNITED MISSOURI BANCSHARES, INC.

          ATTEST

                                        By:  /s/R.C. Kemper                
                                            _______________________________
                                                  Chairman














           /s/Barton S. Blond         
          ____________________________
          Secretary



          STATE OF MISSOURI        )
                                   ) SS
          COUNTY OF JACKSON        )

               I,                                      , notary  public, do
                  _____________________________________
          hereby certify  that on  this 29th day  of May,  1981, personally
          appeared  before me  R. C. Kemper,  who being by  me first sworn,
          declared that he  is the Chairman of United  Missouri Bancshares,
          Inc. and that he signed the foregoing document as Chairman of the
          Corporation, and that the statements therein contained are true.


                                         /s/                               
                                        ___________________________________
                                                  Notary Public

          My commission expires:

          May 8, 1984


          <PAGE>

                               CERTIFICATE OF AMENDMENT
                                          of
                              ARTICLES OF INCORPORATION
                                          of
                           UNITED MISSOURI BANCSHARES, INC.

                                A Missouri Corporation
                                                   
                                   ________________


               The  undersigned,  John  J.   Kramer,  President  of  United
          Missouri  Bancshares, Inc., and the undersigned, Barton S. Blond,
          Secretary of  United Missouri  Bancshares, Inc.,  do hereby  make
          this Certificate of Amendment of the Articles of Incorporation of
          United  Missouri   Bancshares,  Inc.,  a   Missouri  corporation,
          certifying as follows:

               1.   The  name  of  the   corporation  is  "United  Missouri
          Bancshares, Inc."

               2.   The  Amendment   to  the   Articles  of   Incorporation
          hereinafter set forth  was adopted by the shareholders  of United
          Missouri Bancshares, Inc. on April 22, 1982.

               3.   The Amendment to the  Articles of Incorporation adopted
          by the shareholders  of the corporation amends Article  VI of the
          Articles of  Incorporation, so that, as amended, Article VI shall
          provide as follows:













                                      ARTICLE VI
                                      __________

                         The aggregate number of shares which the
                    corporation shall have  authority to issue is
                    ten  million  (10,000,000) shares  of  common
                    stock  with a par value of Twelve Dollars and
                    fifty cents ($12.50) per share.   There shall
                    be     no     preferences,    qualifications,
                    limitations, restrictions or special relative
                    or convertible rights in  respect of any said
                    shares.

               4.   The number  of outstanding  shares of  stock of  United
          Missouri  Bancshares, Inc. is 4,844,125,  all of which are common
          shares.  The number of  shares entitled to vote on the  foregoing
          amendment was 4,844,125.

               5.   At  the meeting of shareholders of the corporation duly
          called and held on April 22, 1982, the number of shares voted for
          the  amendment  was  4,132,680 and  the  number  of shares  voted
          against the amendment was 30,686.

               6.   The  amendment  effects  a  change  in  the  number  of
          authorized shares of  common stock of the corporation.   Prior to
          the  amendment, the number  of authorized shares  of common stock
          was six million (6,000,000) and the par value  of such shares was
          $12.50 per share.   Under the foregoing amendment,  the number of
          authorized  shares   of  common   stock  will   be  ten   million
          (10,000,000)  and the  par value  of such  shares will  remain at
          $12.50 per share.

               7.   The amount,  in dollars,  of authorized  shares of  the
          corporation having a  par value, as changed by  the amendment, is
          $125,000,000.

               IN  WITNESS   WHEREOF,  the  undersigned,  John  J.  Kramer,
          President of the  corporation, has executed this  instrument, and
          its secretary, Barton  S. Blond, has  affixed the corporate  seal
          this 22nd day of April, 1982.


                                        UNITED MISSOURI BANCSHARES, INC.



                                        By  /s/John J. Kramer              
                                           ________________________________
                                            John J. Kramer, President
          ATTEST:


          /s/Barton S. Blond          
          ____________________________
          Barton S. Blond, Secretary
















          STATE OF MISSOURI        )
                                   ) SS
          COUNTY OF JACKSON        )

               I,  Olga  Marr, a notary  public, do hereby certify  that on
          the 22nd day  of April, 1982, personally appeared  before me John
          J. Kramer, who,  being by me first  duly sworn, declared  that he
          signed the  foregoing document  as President  of United  Missouri
          Bancshares, Inc., and  that the statements therein  contained are
          true.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          the seal of  my office at Kansas City,  Jackson County, Missouri,
          the day and year last written above.

                                         /s/Olga Marr                      
                                        ___________________________________
                                        Notary Public Within and For Said
                                                       County and State


          My Commission Expires:

          January 22, 1983

          <PAGE>
                               CERTIFICATE OF AMENDMENT
                                          of
                              ARTICLES OF INCORPORATION
                                          of
                           UNITED MISSOURI BANCSHARES, INC.

                                A Missouri Corporation
                                                   
                                   ________________


               The  undersigned, Malcolm  M.  Aslin,  President  of  United
          Missouri  Bancshares, Inc., and the undersigned, Barton S. Blond,
          Secretary of  United Missouri  Bancshares, Inc.,  do hereby  make
          this Certificate of Amendment of the Articles of Incorporation of
          United  Missouri   Bancshares,  Inc.,  a   Missouri  corporation,
          certifying as follows:

               1.   The  name   of  the  corporation  is  "United  Missouri
          Bancshares, Inc."

               2.   The   Amendment  to   the  Articles   of  Incorporation
          hereinafter set forth was  adopted by the shareholders  of United
          Missouri Bancshares, Inc. on April 19, 1984.

               3.   The Amendment  to the Articles of Incorporation adopted
          by the shareholders  of the corporation amends Article  VI of the
          Articles of Incorporation, so that, as amended,  Article VI shall
          provide as follows:

                                      ARTICLE VI
                                      __________













                         The aggregate number of shares which the
                    corporation shall have authority  to issue is
                    eighteen  million   (18,000,000)  shares   of
                    common  stock  with  a  par  value  of Twelve
                    Dollars and fifty  cents ($12.50) per  share.
                    There     shall     be     no    preferences,
                    qualifications, limitations,  restrictions or
                    special  relative  or convertible  rights  in
                    respect of any said shares.

               4.   The number  of outstanding  shares of  stock of  United
          Missouri  Bancshares, Inc. is 6,666,974, all  of which are common
          shares.   The number of shares entitled  to vote on the foregoing
          amendment was 6,666,974.

               5.   At  the meeting of shareholders of the corporation duly
          called and held on April 19, 1984, the number of shares voted for
          the  amendment  was  5,416,174 and  the  number  of  shares voted
          against the amendment was 195,042.

               6.   The  amendment  effects  a  change  in  the  number  of
          authorized shares of  common stock of the corporation.   Prior to
          the amendment, the  number of authorized  shares of common  stock
          was ten million (10,000,000) and the par value of such shares was
          $12.50 per share.   Under the foregoing amendment,  the number of
          authorized  shares of  common  stock  will  be  eighteen  million
          (18,000,000)  and the  par value  of such  shares will  remain at
          $12.50 per share.

               7.   The amount,  in dollars,  of authorized  shares of  the
          corporation having a  par value, as changed by  the amendment, is
          $225,000,000.

               IN WITNESS  WHEREOF,  the  undersigned,  Malcolm  M.  Aslin,
          President of the  corporation, has executed this  instrument, and
          its secretary,  Barton S. Blond,  has affixed the  corporate seal
          this 25th day of April, 1984.


                                   UNITED MISSOURI BANCSHARES, INC.



                                   By  /s/Malcolm M. Aslin              
                                      __________________________________
                                       Malcolm M. Aslin, President
          ATTEST:


          /s/Barton S. Blond          
          ____________________________
          Barton S. Blond, Secretary



          STATE OF MISSOURI        )
                                   ) SS













          COUNTY OF JACKSON        )

               I, Bobbi  Lynn Herring, a  Notary Public, do  hereby certify
          that on the  30th day of April, 1984,  personally appeared before
          me Malcolm M. Aslin, who, being by me first duly  sworn, declared
          that  he signed  the foregoing  document as  President of  United
          Missouri  Bancshares,  Inc.,  and  that  the  statements  therein
          contained are true.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          the seal of  my office at Kansas City,  Jackson County, Missouri,
          the day and year last written above.

                                   /s/Bobbi Lynn Herring                
                                   _____________________________________
                                   Notary Public Within and For Said
                                             County and State


          My Commission Expires:

          Bobbi Lynn Herring
          Notary Public- State of Missouri
          Commissioned in Clay County
          My Commission Expires April 10, 1987

          <PAGE>

                               CERTIFICATE OF AMENDMENT
                                          of
                              ARTICLES OF INCORPORATION
                                          of
                           UNITED MISSOURI BANCSHARES, INC.

                                A Missouri Corporation


               The  undersigned,  Malcolm  M.  Aslin,  President of  United
          Missouri  Bancshares, Inc., and the undersigned, David D. Miller,
          Secretary of  United Missouri  Bancshares, Inc.,  do hereby  make
          this Certificate of Amendment of the Articles of Incorporation of
          United  Missouri  Bancshares,   Inc.,  a  Missouri   corporation,
          certifying as follows:

               1.   The  name  of  the  corporation  is   "United  Missouri
          Bancshares, Inc."

               2.   The  Amendment   to  the   Articles  of   Incorporation
          hereinafter  set forth was adopted by  the shareholders of United
          Missouri Bancshares, Inc. on April 16, 1992.

               3.   The Amendment to the Articles of  Incorporation adopted
          by the shareholders of the  corporation amends Article III of the
          Articles of Incorporation, so that, as amended, Article III shall
          provide as follows:














                                     ARTICLE III
                                     ___________

               The aggregate  number of  shares which  the corporation
               shall have  authority to issue  is twenty-three million
               (23,000,000) shares of common stock with a par value of
               Twelve  Dollars  and fifty  cents  ($12.50) per  share.
               There   shall   be  no   preferences,   qualifications,
               limitations,  restrictions   or  special   relative  or
               convertible rights in respect of any said shares.

               4.   The number  of outstanding  shares of  stock of  United
          Missouri Bancshares, Inc. is 13,809,781, all of which  are common
          shares.   The number of shares entitled  to vote on the foregoing
          amendment was 13,809,781.

               5.   At  the meeting of shareholders of the corporation duly
          called and held on April 16, 1992, the number of shares voted for
          the  amendment was  12,349,043  and the  number  of shares  voted
          against the amendment was 221,094.

               6.   The  amendment  effects  a  change  in  the  number  of
          authorized shares of  common stock of the corporation.   Prior to
          the amendment, the  number of authorized  shares of common  stock
          was  eighteen million  (18,000,000)  and the  par  value of  such
          shares was $12.50 per share.   Under the foregoing amendment, the
          number of authorized shares of common stock will be  twenty-three
          million (23,000,000) and the par value of such shares will remain
          at $12.50 per share.

               7.   The amount,  in dollars,  of authorized  shares of  the
          corporation having a  par value, as changed by  the amendment, is
          $287,500,000.

               IN WITNESS  WHEREOF,  the  undersigned,  Malcolm  M.  Aslin,
          President of the  corporation, has executed this  instrument, and
          its secretary,  David D. Miller,  has affixed the  corporate seal
          this 4th day of May, 1992.


                                   UNITED MISSOURI BANCSHARES, INC.



                                   By /s/Malcolm M. Aslin             
                                      ________________________________
                                       Malcolm M. Aslin, President
          ATTEST:


          /s/David D. Miller          
          ____________________________
          David D. Miller, Secretary



          STATE OF MISSOURI        )
                                   ) SS













          COUNTY OF JACKSON        )

               On this 4th day of May,  1992, before me, the undersigned, a
          Notary  Public, personally  appeared  Malcolm  M.  Aslin,  to  me
          personally known,  who, being duly sworn, did  say that he is the
          President of United Missouri Bancshares, Inc., a corporation, and
          that  the  seal  affixed  to  the  foregoing  instrument  is  the
          corporate seal of  said corporation and was attested  by David D.
          Miller,  Corporate  Secretary  of  said  corporation;  that  said
          instrument was signed and sealed on behalf of said corporation by
          authority of its  Board of Directors;  and they acknowledge  said
          instrument to be the free act and deed of said corporation.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          my notarial seal on the day and year last above written.

                                    /s/John Thomas Edwards              
                                   _____________________________________
                                        Notary Public 


          My Commission Expires:

          John Thomas Edwards
          Notary Public - State of Missouri
          Commissioned in Jackson County
          My Commission Expires April 28, 1996

          <PAGE>

                               CERTIFICATE OF AMENDMENT
                                          of
                              ARTICLES OF INCORPORATION
                                          of
                           UNITED MISSOURI BANCSHARES, INC.

                                A Missouri Corporation


               The  undersigned,  R.  Crosby  Kemper,  President  of United
          Missouri  Bancshares, Inc., and the undersigned, David D. Miller,
          Secretary of  United Missouri  Bancshares, Inc.,  do hereby  make
          this Certificate of Amendment of the Articles of Incorporation of
          United  Missouri   Bancshares,  Inc.,  a   Missouri  corporation,
          certifying as follows:

               1.   The  name  of  the  corporation  is  "United   Missouri
          Bancshares, Inc."

               2.   The  Amendments   to  the  Articles   of  Incorporation
          hereinafter set forth  were adopted by the shareholders of United
          Missouri Bancshares, Inc. on April 21, 1994.

               3.   The First  Amendment to the  Articles of  Incorporation
          adopted by the shareholders  of the corporation amends Article  I














          of the Articles of Incorporation,  so that, as amended, Article I
          shall provide as follows:

                                      ARTICLE I
                                      _________

               The name of the corporation is "UMB Financial Corporation."

               4.   The number  of outstanding  shares of  stock of  United
          Missouri Bancshares,  Inc. is 17,625,961, all of which are common
          shares.   The number of shares  entitled to vote on the foregoing
          amendment was 17,625,961.

               5.   At  the meeting of shareholders of the corporation duly
          called and held on April 21, 1994, the number of shares voted for
          the  amendment was  15,605,143  and the  number  of shares  voted
          against the amendment was 154,647.

               6.   The Second  Amendment to the  Articles of Incorporation
          adopted by the shareholders of the corporation amends Article III
          of the Articles  of Incorporation, so  that, as amended,  Article
          III shall provide as follows:

                                     ARTICLE III
                                     ___________

               The aggregate  number of shares  which the  corporation
               shall have  authority to issue is  twenty-three million
               (23,000,000) shares of common stock with a par value of
               One  Dollar  ($1.00) per  share.    There shall  be  no
               preferences, qualifications, limitations,  restrictions
               or special relative or convertible rights in respect of
               any said shares.

               7.   The number  of outstanding  shares of  stock of  United
          Missouri Bancshares, Inc. is 17,625,961, all of  which are common
          shares.   The number of shares entitled  to vote on the foregoing
          amendment was 17,625,961.

               8.   At  the meeting of shareholders of the corporation duly
          called and held on April 21, 1994, the number of shares voted for
          the amendment  was  15,260,651 and  the  number of  shares  voted
          against the amendment was 363,492.

               9.   The amendment effects a change  in the par value of the
          common stock of the corporation.  Prior to the amendment the  par
          value of each share of  stock was Twelve Dollars and  Fifty Cents
          ($12.50).  Under  the foregoing amendment, the par  value of each
          share of common stock will be One Dollar ($1.00) per share.

               IN  WITNESS  WHEREOF,  the  undersigned, R.  Crosby  Kemper,
          President of the  corporation, has executed this  instrument, and
          its secretary,  David D. Miller,  has affixed the  corporate seal
          this 21st day of April, 1994.


                                   UNITED MISSOURI BANCSHARES, INC.















                                   By  /s/R. Crosby Kemper              
                                      __________________________________
                                       R. Crosby Kemper, President
          ATTEST:


          /s/David D. Miller          
          ____________________________
          David D. Miller, Secretary


          STATE OF MISSOURI        )
                                   ) SS
          COUNTY OF JACKSON        )

               On this 21st day of April, 1994, before me, the undersigned,
          a Notary  Public, personally  appeared  R. Crosby  Kemper, to  me
          personally  known, who,  being duly  sworn,  did say  that he  is
          President of United Missouri Bancshares, Inc., a corporation, and
          that  the  seal  affixed  to  the  foregoing  instrument  is  the
          corporate seal of  said corporation and was attested  by David D.
          Miller,  Corporate  Secretary  of  said  corporation;  that  said
          instrument was signed and sealed on behalf of said corporation by
          authority of  its Board of  Directors; and they  acknowledge said
          instrument to be the free act and deed of said corporation.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          my notarial seal on the day and year last above written.

                                   /s/Billy Ray Smith                   
                                   _____________________________________
                                        Notary Public 

          My Commission Expires:

          Billy Ray Smith
          Notary Public - State of Missouri
          Commissioned in Clay County
          My Commission Expires July 2, 1995

          <PAGE>
                                     CERTIFICATE
                                          of
                             REDUCTION OF STATED CAPITAL
                                          of
                           UNITED MISSOURI BANCSHARES, INC.

                                A Missouri Corporation


               The undersigned, James A. Sangster, Executive Vice President
          of United Missouri  Bancshares, Inc., and the  undersigned, David
          D.  Miller, Secretary  of United  Missouri  Bancshares, Inc.,  do
          hereby make this Certificate of  a Reduction of Stated Capital of
          United  Missouri   Bancshares,  Inc.,  a   Missouri  corporation,
          certifying as follows:













               1.   The  name   of  the  corporation  is  "United  Missouri
          Bancshares, Inc."

               2.   The   following   Resolution   was  approved   by   the
          shareholders at  their  annual  meeting which  was  held  at  the
          offices of the company on April 21, 1994:

                    "Resolved that Article III of the Articles of
                    Incorporation   be  amended   to  read   'The
                    aggregate   number   of  shares   which   the
                    corporation shall have authority  to issue is
                    twenty-three million  (23,000,000) shares  of
                    common stock with  a par value of  One Dollar
                    ($1.00)  per  share.    There   shall  be  no
                    preferences,   qualifications,   limitations,
                    restrictions   or    special   relative    or
                    convertible  rights  in respect  of  any said
                    shares.'"

               3.   The number  of outstanding  shares of  stock of  United
          Missouri Bancshares, Inc. is 17,625,961, all of which  are common
          shares.  The  number of shares entitled to  vote on the foregoing
          amendment was 17,625,961.

               4.   At  the meeting of shareholders of the corporation duly
          called and held on April 21, 1994, the number of shares voted for
          the  amendment was  15,260,651  and the  number  of shares  voted
          against the amendment was 363,492.

               5.   The number  of shares voting  in favor of  the proposed
          amendment was in  excess of two-thirds of the  outstanding shares
          of  United  Missouri Bancshares,  Inc.  entitled to  vote  at the
          meeting.

               6.   The  reduction in  par  value  will  be effected  by  a
          reduction  in the  stated value  of the 18,926,307  shares (which
          number includes  1,300,346 treasury shares)  from $236,578,837.50
          to $18,926,307.  This reduction will be offset by an  increase in
          capital surplus in the amount  of $217,652,530.50.  There will be
          no  distribution of assets to the shareholders in connection with
          this reduction of  stated capital and there will be  no change in
          the total  shareholders equity.   No  outstanding shares  will be
          retired.

               IN  WITNESS WHEREOF,  the  undersigned,  James A.  Sangster,
          Executive Vice-President  of the corporation,  has executed  this
          instrument, and its secretary,  David D. Miller, has  affixed the
          corporate seal this 25th day of April, 1994.


                                   UNITED MISSOURI BANCSHARES, INC.



                                   By  /s/James A. Sangster             
                                      __________________________________













                                       James A. Sangster
                                       Executive Vice-President
          ATTEST:


          /s/David D. Miller         
          ___________________________
          David D. Miller, Secretary


          STATE OF MISSOURI        )
                                   ) SS
          COUNTY OF JACKSON        )

               On this 25th day of April, 1994, before me, the undersigned,
          a Notary  Public, personally  appeared James  A. Sangster,  to me
          personally known, who,  being duly sworn,  did say that he  is an
          Executive Vice-President  of United Missouri Bancshares,  Inc., a
          corporation,  and  that   the  seal  affixed  to   the  foregoing
          instrument  is the  corporate seal  of said  corporation and  was
          attested   by  David  D.  Miller,  Corporate  Secretary  of  said
          corporation; that said instrument was signed and sealed on behalf
          of said corporation  by authority of its Board  of Directors; and
          they acknowledge said instrument to  be the free act and  deed of
          said corporation.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          my notarial seal on the day and year last above written.

                                    /s/Billy Ray Smith                  
                                   _____________________________________
                                        Notary Public 

          My Commission Expires:

          Billy Ray Smith
          Notary Public - State of Missouri
          Commissioned in Clay County
          My Commission Expires July 2, 1995

          <PAGE>
                               CERTIFICATE OF AMENDMENT
                                          of
                              ARTICLES OF INCORPORATION
                                          of
                              UMB FINANCIAL CORPORATION

                                A Missouri Corporation


               The  undersigned,  Alexander  C.  Kemper, President  of  UMB
          Financial  Corporation,  and  the undersigned,  David  D. Miller,
          Secretary  of  UMB  Financial Corporation,  do  hereby  make this
          Certificate of Amendment of the Articles of  Incorporation of UMB
          Financial  Corporation,  a  Missouri  corporation, certifying  as
          follows:














               1.   The  name   of  the   corporation  is  "UMB   Financial
          Corporation."

               2.   An   Amendment  to   the   Articles  of   Incorporation
          hereinafter  set forth  was adopted  by the  shareholders  of UMB
          Financial Corporation on April 20, 1995.

               3.   The Amendment  to the Articles of Incorporation adopted
          by the shareholders of the  corporation amends Article III of the
          Articles of Incorporation, so that, as amended, Article III shall
          provide as follows:

                                     ARTICLE III
                                     ARTICLE III
                                     ___________

               The aggregate number  of shares which the  corporation shall
          have  the authority to issue is twenty-four million (24,000,000).
          Twenty-three  million (23,000,000) of such shares shall be common
          stock with a  par value of one dollar ($1.00) per share, and such
          common   stock  shall   have   no  preferences,   qualifications,
          limitation,  restrictions  or  special  relative  or  convertible
          rights.   The remaining one  million (1,000,000) shares  shall be
          preferred stock with a par value of ten cents ($0.10) per share.

               The Board of Directors is authorized, subject to limitations
          prescribed  by law  and the  provisions of  this Article  III, to
          provide  for the  issuance of  the shares  of preferred  stock in
          series, and by compliance with the applicable law of Missouri, to
          establish from time to  time the number of shares  to be included
          in  each  such  series,  and  to fix  the  designations,  powers,
          preferences and rights of the shares  of each such series and the
          qualifications,  limitations   or  restrictions  thereof.     The
          authority of  the Board  of Directors with  respect to  each such
          series shall include, but not be limited to, determination of the
          following:

          (a)  The number of shares to constitute such series (which number
               may at  any  time, or  from time  to time,  be increased  or
               decreased by  the Board  of Directors,  notwithstanding that
               shares  of the series may be outstanding at the time of such
               increase  or decrease, unless  the Board of  Directors shall
               have otherwise  provided in  creating such  series) and  the
               distinctive designation thereof;

          (b)  The dividend rate  on the shares of such  series, whether or
               not  dividends  on  the  shares  of  such  series  shall  be
               cumulative,  and  the date  or  dates,  if any,  from  which
               dividends thereon shall be cumulative;

          (c)  Whether  or  not   the  shares  of  such  series   shall  be
               redeemable, and, if  redeemable, the date  or dates upon  or
               after which they  shall be redeemable, the  amount per share
               payable thereon in the case of the  redemption (which amount
               shall  be,  in the  case of  each share,  not less  than its
               preference upon  involuntary  liquidation,  plus  an  amount
               equal to all  dividends thereon accrued and  unpaid, whether













               or  not earned  or declared  and  which amount  may vary  at
               different redemption dates or otherwise as permitted by law)
               and  whether such series may be  redeemed for cash, property
               or  rights,  including  securities  of  the  corporation  or
               another corporation;

          (d)  The right, if  any, of holders of such series to convert the
               same into, or  exchange the same for, common  stock or other
               securities,  and the terms and conditions of such conversion
               or exchange, as well as any provisions for adjustment of the
               conversion rate in  such events  as the  Board of  Directors
               shall determine;

          (e)  Whether  the holders  of shares  of such  series  shall have
               voting power, in  addition to the voting  powers provided by
               law, and if such additional voting power  is established, to
               fix the extent thereof;

          (f)  Whether  such  series shall  have  a  sinking fund  for  the
               redemption or repurchase of  shares of that series,  and, if
               so, the terms and amount of such sinking fund;

          (g)  The rights  of the  shares of  such series in  the event  of
               voluntary or involuntary liquidation, dissolution or winding
               up of the corporation, and the relative  rights of priority,
               if any, of payment of shares of that series; and

          (h)  Any  other  rights and  privileges  and  any qualifications,
               limitations or restrictions of such rights and privileges of
               such series;

          provided, however, that the designations, powers, preferences and
          rights,  and  the  qualifications,  limitations  or  restrictions
          thereof, so  fixed by the  Board of Directors shall  not conflict
          with these Articles  of Incorporation or  with the resolution  or
          resolutions adopted  by the  Board of  Directors, as  hereinabove
          provided,  providing for  the issue  of any  series of  preferred
          stock for which there are then shares outstanding.

               All shares  of preferred stock  of the same series  shall be
          identical in all  respects, except that shares of  any one series
          issued at different  times may differ as  to dates, if any,  from
          which dividends thereon may accumulate.  All  shares of preferred
          stock of all series shall be of equal rank and shall be identical
          in all respects, except that, to the extent not otherwise limited
          in this Article III,  any series may differ from any other series
          with respect  to any  one or more  of the  designations, relative
          rights,   preferences   and   limitations   (including,   without
          limitation,  the designations,  relative rights,  preferences and
          limitations described  or referred  to in  subparagraphs (a.)  to
          (h.)  inclusive  above)  which  may  be fixed  by  the  Board  of
          Directors pursuant to this Article III.

               Dividends  on  the  outstanding  preferred  stock  shall  be
          declared and paid  or set apart for payment  before any dividends













          shall be declared and paid or set apart for payment on the common
          stock with respect to the same dividend period.  Dividends on any
          shares of preferred stock shall be  cumulative only if and to the
          extent established by the Board of Directors.

               All  shares of  preferred stock  of all  series shall  be of
          equal  rank, preference and priority as to dividends irrespective
          of whether  the rates  of dividends  to which  the same  shall be
          entitled shall be the same and when  the stated dividends are not
          paid in  full, the shares  of all series  of the  preferred stock
          shall share ratably in the payment thereof in accordance with the
          sums which  would be payable on such shares if all dividends were
          paid in full provided,  however, that any two  or more series  of
          the  preferred  stock  may  differ  from each  other  as  to  the
          existence and  extent of  the right  to cumulative  dividends, as
          previously provided herein.

               Except  as  otherwise  specifically provided  by  law  or as
          established by the Board of  Directors, preferred stock shall not
          have any right to  vote for the election of directors  or for any
          other purpose,  but if  so provided, the  Board of  Directors may
          give each holder of  preferred stock more  or less than one  vote
          for each share of stock held of record by such holder at the time
          entitled to voting rights.

               In the  event of any liquidation, dissolution  or winding up
          of the corporation, whether voluntary or involuntary, each series
          of preferred  stock shall have  preference and priority  over the
          common stock for  payment of the amount  to which such  series of
          preferred   stock  shall  be  entitled  in  accordance  with  the
          provisions  thereof and each  holder of preferred  stock shall be
          entitled  to be paid in full  such holder's share of such amount,
          or have a sum sufficient for the payment  in full set aside.  If,
          upon liquidation, dissolution  or winding up of  the corporation,
          the  assets of the corporation or proceeds thereof, distributable
          among the  holders of the shares  of all series of  the preferred
          stock  shall be  insufficient  to pay  in  full the  preferential
          amount  aforesaid, then  such assets,  or  the proceeds  thereof,
          shall be  distributed among  such holders  ratably in  accordance
          with the respective amounts which would be payable if all amounts
          payable thereon  were paid  in full.   After  the payment  to the
          holders of preferred stock of all such  amounts to which they are
          entitled,  as above provided,  the remaining assets  and funds of
          the  corporation shall  be divided  and  paid to  the holders  of
          common stock.

               In the  event that the  preferred stock  of any one  or more
          series  shall be made redeemable, the  corporation, at the option
          of the Board  of Directors, may redeem,  at the time or  times as
          established by  the Board of  Directors with respect to  any such
          series, all  or any  part of any  such series of  preferred stock
          outstanding upon notice  duly given as hereinafter  specified, by
          paying for  each share the then applicable  redemption price plus
          an amount equal to accrued and unpaid dividends to the date fixed
          for redemption.   A notice specifying the shares  to be redeemed,













          and the time and place of redemption (and, if less than the total
          outstanding shares are to be redeemed, specifying the certificate
          numbers and  number of  shares to be  redeemed) shall  be mailed,
          addressed to the holders of  record of the preferred stock to  be
          redeemed  at their respective addresses  as the same shall appear
          upon the books of the corporation, not less than thirty (30) days
          nor more  than ninety  (90) days previous  to the date  fixed for
          redemption.   If less  than the whole  amount of  any outstanding
          series of preferred stock  is to be redeemed, the shares  of such
          series to be redeemed shall be selected by lot or pro rata in any
          manner determined by  resolution of the Board of  Directors to be
          fair and  proper.   From and  after the  date fixed  in any  such
          notice as the date of redemption (unless default shall be made by
          the  corporation in  providing monies  at the  time and  place of
          redemption for  payment of  the redemption  price) all  dividends
          upon the preferred stock so  called for redemption shall cease to
          accrue.   With respect to any shares of preferred stock so called
          for redemption, if,  before the redemption date,  the corporation
          shall deposit with a bank or  trust company in the United States,
          having  a  capital and  surplus  of at  least  $10,000,000, funds
          necessary for  such redemption,  in trust, to  be applied  to the
          redemption of  the  shares  of  preferred  stock  so  called  for
          redemption, then  from and  after the date  of such  deposit, all
          rights of the holders of such shares of preferred stock so called
          for redemption shall  cease, except the right to  receive, on and
          after  the  date  of  such  deposit,  the  redemption  price upon
          surrender   of  the  certificates  representing  such  shares  of
          preferred  stock  so  called for  redemption,  duly  endorsed for
          transfer, if required, and except as  might otherwise be provided
          by the  Board of  Directors with  respect to  any such  shares of
          preferred stock so  called for redemption.  Any  interest accrued
          on such funds shall be paid to the corporation from time to time.
          Any funds so  deposited and unclaimed at the end of six (6) years
          from  such redemption  date shall  be released  or repaid  to the
          corporation, after which the holders of such shares of  preferred
          stock so called for redemption shall look only to the corporation
          for  payment  of  the  redemption  price.    Notwithstanding  the
          foregoing, no redemption of any shares of any series of preferred
          stock shall be made by the  corporation (1) which as of the  date
          of mailing of the notice of  such redemption would, if such  date
          were the date fixed for redemption,  reduce the net assets of the
          corporation remaining after  such redemption below the  aggregate
          amount  payable   upon  voluntary  or   involuntary  liquidation,
          dissolution or winding up to  the holders of shares having rights
          senior  or equal  to the  preferred stock  in  the assets  of the
          corporation upon liquidation,  dissolution or winding up;  or (2)
          unless all cumulative  dividends for  the current  and all  prior
          dividend periods have been declared  and paid or declared and set
          apart for payment on all shares of the corporation having a right
          to cumulative dividends.

               Shares of  any  series of  preferred stock  which have  been
          redeemed,  retired  or  purchased  by  the  corporation  (whether
          through the operation of a sinking or purchase fund or otherwise)
          or which,  if convertible  or exchangeable,  have been  converted













          into or exchanged for shares  of stock of the corporation  of any
          other  class  or  series  shall  thereafter have  the  status  of
          authorized   but  unissued  shares  of  preferred  stock  of  the
          corporation, and may  thereafter be reissued as part  of the same
          series  or may  be  reclassified  and reissued  by  the Board  of
          Directors in the same manner as any other authorized and unissued
          shares of preferred stock.

               4.   The  number of  outstanding  shares  of  stock  of  UMB
          Financial  Corporation is  19,001,107, all  of  which are  common
          shares.  The  number of shares entitled to  vote on the foregoing
          amendment was 19,001,107.

               5.   At  the meeting of shareholders of the corporation duly
          called and held on April 20, 1995, the number of shares voted for
          the amendment was 14,221,941 and the number  of shares abstaining
          or voting against the amendment was 2,969,945.

               IN WITNESS  WHEREOF, the  undersigned, Alexander  C. Kemper,
          President of the  corporation, has executed this  instrument, and
          its secretary,  David D. Miller,  has affixed the  corporate seal
          this 11th day of July, 1995.


                                   UMB FINANCIAL CORPORATION



                                   By  /s/Alexander C. Kemper           
                                      __________________________________
                                      Alexander C. Kemper, President
          ATTEST:


          /s/David D. Miller          
          ____________________________
          David D. Miller, Secretary


          STATE OF MISSOURI        )
                                   ) SS
          COUNTY OF JACKSON        )

               On this 11th day of  July, 1995, before me, the undersigned,
          a Notary Public, personally appeared  Alexander C. Kemper, to  me
          personally  known, who,  being duly  sworn,  did say  that he  is
          President of UMB  Financial Corporation, a corporation,  and that
          the seal  affixed to  the foregoing  instrument is  the corporate
          seal of  said corporation  and was attested  by David  D. Miller,
          Corporate Secretary of said corporation; that said instrument was
          signed and sealed  on behalf of said corporation  by authority of
          its  Board of Directors; and  they acknowledge said instrument to
          be the free act and deed of said corporation.

               IN WITNESS WHEREOF, I have  hereunto set my hand and affixed
          my notarial seal on the day and year last above written.














                                   /s/Billy Ray Smith                   
                                   _____________________________________
                                   Notary Public 

          My Commission Expires:

          July 2, 1999

          