EXHIBIT 4.1

        Specimen Certificate evidencing shares of Registrant's Common Stock




     NUMBER                                                        SHARES
       100                                                           150

         "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR 
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE 
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF 
CALIFORNIA, EXCEPT AS PERMITTED BY THE COMMISSIONER'S RULES.  ADDITIONALLY, 
THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH PROVISIONS OF A 
STOCKHOLDER AGREEMENT DATED APRIL 23, 1997."


                                  BYL BANCORP

             Incorporated under the laws of the State of California


    This certifies that Robert Ucciferri iis the record holder of fully paid 
shares of the Common Stock, no par value of BYL Bancorp, hereinafter designated 
"the Corporation", transferable on the books of the Corporation in person or by 
duly authorized attorney upon surrender of this Certificate properly endorsed 
or assigned.  This Certificate is not valid until countersigned and registered 
by the Transfer Agent and Registrar.  

    Witness the seal of the Corporation and the signatures of its duly 
authorized officers.


Dated:  April 23, 1997

                                                      [Seal]



/s/ John F. Myers                      /s/ Robert Ucciferri
- --------------------------------       ---------------------------------
John F. Myers                          Robert Ucciferri
Secretary                              President


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    A statement of all of the powers, designations, preferences, rights and 
restrictions granted to or imposed upon the respective classes and/or series of 
shares of stock of the corporation and upon the holders thereof may be obtained 
by any shareholder upon request and without charge, at the principal office of 
the corporation, and the corporation will furnish any shareholder, upon request 
and without charge, a copy of such statement.

    This Certificate and the shares represented hereby shall be held subject to 
all of the provisions of the Certificate of Incorporation and the Bylaws of the 
Corporation, and any amendments thereto, a copy of each of which is on file at 
the office of the Corporation, and made a part hereof as fully as though the 
provisions of said Certificate of Incorporation and Bylaws, and any amendments 
thereto,  were imprinted in full on this Certificate, to all of which the 
holder of this Certificate, by acceptance hereof, assents and agrees to be 
bound.

    The following abbreviations, when used in the inscription on the face of 
this Certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT-______  Custodian _______
                                                       (Cust)            (Minor)
TEN ENT - as tenants by the entireties  Under Uniform Gifts to Minors Act_______
                                                                         (State)
JT TEN  - as joint tenants with right
          of survivorship and not as 
          tenants in common

    Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

    FOR VALUE received _______________________________________________ hereby
sell, assign and transfer unto

    PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

   -------------------------------


- --------------------------------------------------------------------------------
         (NAME AND ADDRESS OF ASSIGNEE SHOULD BE PRINTED OR TYPEWRITTEN)

- ----------------------------------------------------

- ----------------------------------------------------

_____________________________________________________ SHARES to transfer the
said stock on the books of the within-named Corporation, with full power of
substitution in the premises.


Dated:  ____________________________
                                       -----------------------------------------
                                                      Signature


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