EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                TO THE BYLAWS OF
                          FIRST SENTINEL BANCORP, INC.

First Sentinel Bancorp,  Inc., a corporation organized and existing under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

        FIRST:  That at a meeting of the Board of  Directors  of First  Sentinel
Bancorp,  Inc., resolutions were duly adopted setting forth a proposed amendment
to the Bylaws of said corporation,  declaring said amendment to be advisable and
approving  said  amendment  to the  Bylaws  by virtue  of the  authority  stated
therein. The resolution setting forth the proposed amendment is as follows:

                RESOLVED,  that the  Article I,  Section 1 of the Bylaws of this
                corporation  be amended by  replacing  Section 1 in its entirety
                with the following:

                "Section 1. ANNUAL MEETING.

                        An annual meeting of the stockholders,  for the election
                of  Directors  to succeed  those whose terms  expire and for the
                transaction  of such other  business as may properly come before
                the meeting,  shall be held at such place,  on such date, and at
                such time as the Board of Directors shall each year fix."



        SECOND:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  109 of the  General  Corporation  Law of the  State  of
Delaware.


IN  WITNESS  WHEREOF,   said  First  Sentinel  Bancorp,  Inc.  has  caused  this
certificate  to be  signed  by  Christopher  Martin,  its  President  and  Chief
Executive Officer, this 25th day of February, 2004.

                                           /s/ Christopher Martin
                                           -------------------------------------
                                           Christopher Martin
                                           President and Chief Executive Officer