EXHIBIT 3.2

                Amendment to Articles of Incorporation of Registrant




                             CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                  BYL BANCORP


Robert Ucciferri and John F. Myers certify that:

    1.   They are the President and Secretary, respectively, of BYL Bancorp, a 
California corporation.

    2.   Paragraphs B., C. and D. are added to Article VIII of the Articles of 
Incorporation of this Corporation, to read as follows: 

         "B.  The remaining provisions of this article shall become effective 
only when the Corporation becomes a listed corporation within the meaning of 
Section 301.5 of the Corporations Code, which provision refers to a corporation 
whose shares are traded on the New York Stock Exchange, American Stock 
Exchange, or National Market System-NASDAQ.

         C.  CLASSIFIED BOARD.  The Board of Directors of the Corporation shall 
be divided into two classes of directors which shall be designated Class I and 
Class II.  The numbers of each class shall be elected for a term of two years 
and until their successors are elected and qualified.  Such classes shall be as 
nearly equal in number as the then total number of directors constituting the 
entire board of directors shall permit, with the terms of office of all members 
of one class expiring each year.  At the 1998 annual meeting of stockholders, 
directors of Class I shall be elected to hold office for a term expiring at the 
second succeeding annual meeting thereafter.  At the next annual meeting of 
stockholders, directors of Class II shall be elected to hold office for a term 
expiring at the second succeeding meeting thereafter.  Notwithstanding  the 
foregoing, the director whose term shall expire at any annual meeting shall 
continue to serve until such time as his successor shall have been duly elected 
and shall have qualified unless his position on the board of directors shall 
have been abolished by action taken to reduce the size of the board of 
directors prior to said meeting.

         Should the number of directors of the Corporation be reduced, the 
directorship(s) eliminated shall be allocated among classes as appropriate so 
that the number of directors in each class is as nearly as equal as possible. 
The Board of Directors shall designate, by the name of the incumbent(s), the 
position(s) to be abolished.  Notwithstanding the foregoing, no decrease in the 
number of directors shall have the effect of shortening the term of any 
incumbent director.  Should the number of directors of the Corporation be 
increased, the additional directorships shall be allocated among classes as 
appropriate so that the number of directors in each class is as nearly as equal 
as possible.



         At subsequent annual meetings of shareholders, a number of directors 
shall be elected equal to the number of directors with terms expiring at that 
annual meeting.  Directors elected at each such annual meeting shall be elected 
for a term expiring with the annual meeting of shareholders two years 
thereafter.

         D.  CUMULATIVE VOTING.  The election of directors shall not be by 
cumulative voting.  At each election of directors, each shareholder entitled to 
vote may vote all the shares held by that shareholder for each of several 
nominees for director up to the number of directors to be elected.  The 
shareholder may not cast more votes for any single nominee than the number of 
shares held by that shareholder."

    3.   The foregoing amendments to the Articles of Incorporation have been
duly approved by the Board of Directors.

    4.   The foregoing amendments to the Articles of Incorporation have been 
duly approved by the required vote of shareholders of Common Stock in 
accordance with Section 902 of the Corporations Code.  The corporation has 150 
shares of Common Stock issued and outstanding and no shares of Series A 
Preferred Stock issued and outstanding.  The number of shares of Common Stock 
entitled to vote and voting in favor of each of the foregoing Amendments 
equaled or exceeded the vote required.  The percentage vote of Common Stock 
required for the approval of the Amendments was more than 50% of the 
outstanding shares.

We further declare under penalty of perjury under the laws of the State of 
California that the matters set forth in this certificate are true and correct 
of our own knowledge.

Date:  April 23, 1997

                                      /s/ ROBERT UCCIFERRI
                                      --------------------------------------
                                      Robert Ucciferri, President



                                      /s/ JOHN F. MYERS
                                      --------------------------------------
                                      John F. Myers, Secretary


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