EXHIBIT 2

                                       FORM OF
                                LETTER TO STOCKHOLDERS


                        [CITY NATIONAL CORPORATION LETTERHEAD]


                                    March __, 1997




Dear City National Stockholder:

         The Board of Directors of City National Corporation has adopted a 
Stockholder Rights Plan intended to help assure that all stockholders would 
receive fair treatment in the event of any future change of control of the 
Company.  A Summary of the Stockholder Rights Plan is enclosed for your 
information.  NO ACTION ON YOUR PART IS REQUIRED AT THIS TIME.  YOU WILL BE 
NOTIFIED IF THE RIGHTS ARE EVER TRIGGERED AND BECOME EXERCISABLE.  

         The Rights Plan is designed to enable the Board of Directors to 
better act on behalf of stockholders in the event of an unsolicited attempt 
to acquire the Company.  The Plan is designed to equip the Board with 
additional, appropriate tools for responding to any prospective bidder, it is 
not designed to encourage or discourage any offer for the Company.  The Plan 
has not been adopted in response to any acquisition proposals.

         It is worth noting that over 2,000 public United States companies 
and almost half of the 100 largest United States bank holding companies have 
already adopted comparable shareholder rights plans.

         The Rights will expire (unless previously triggered) on March 13, 
2007 and, in certain circumstances, are subject to amendment or to redemption 
at $.001 per Right by a majority of the directors of the Company.  The 
adoption of the City National Rights Plan does not weaken the financial 
strength of the Company or interfere with its business plans.  The issuance 
alone of the Rights has no dilutive effect and will not affect earnings per 
share or change the way in which you can presently trade the Company's shares.

         In adopting the Rights Plan, the Board has expressed its confidence 
in the future and its determination that, our stockholders be given every 
opportunity to participate fully in that future. As always, our primary 
obligation is to enhance stockholder values.

         We appreciate your continuing support. Thank you.

                                         Sincerely,


                                         /s/ RUSSEL L. GOLDSMITH
                                       --------------------------
                                       Russell L. Goldsmith
                                       Vice Chairman of the Board
                                       and Chief Executive Officer