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    As filed with the Securities and Exchange Commission on June 28, 1996
    
                                                   Registration No.: 333-02777
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                         POST-EFFECTIVE AMENDMENT NO. 1
    

                                       TO
                                    FORM S-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   CU BANCORP

             (Exact name of registrant as specified in its charter)


                                                        
           California                      6711                     95-3657044
(State or other jurisdiction of (Primary Standard Industrial     (I.R.S. Employer
 incorporation or organization)  Classification Code Number)  Identification Number)


                             16030 VENTURA BOULEVARD
                            ENCINO, CALIFORNIA  91436
                                  (818) 907-9122

  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                              STEPHEN G. CARPENTER
                             CHIEF EXECUTIVE OFFICER
                             16030 VENTURA BOULEVARD
                            ENCINO, CALIFORNIA 91436
                                 (818) 907-9122

    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                                 WITH A COPY TO:

  Anita Y. Wolman, Esq.                           T. Hale Boggs, Esq.
     General Counsel                         Manatt, Phelps & Phillips, LLP
 16030 Ventura Boulevard                      11355 W. Olympic Boulevard
 Encino, California 91436                    Los Angeles, California 90064
     (818) 907-9122                                 (310) 312-4269

        Approximate date of commencement of proposed sale to the public:
 As soon as practicable after this Registration Statement has become effective.

                  If any of the securities being registered on this Form are to
be offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box: / /

                         CALCULATION OF REGISTRATION FEE


=================================================================================================================================
                                                                    Proposed                   Proposed
                                           Amount                    maximum                    maximum               Amount of
        Title of each class of              to be                  offering price              aggregate            registration
   securities to be registered           registered(1)              per unit(2)             offering price(2)           fee
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Common Stock without par value           5,940,034.00               $      10.10            $   60,000,000.00       $   20,689.00
=================================================================================================================================


(1)   Based on approximate number of shares to be issued in respect of 
      outstanding shares of common stock of Home Interstate Bancorp 

(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(c) and (f).

================================================================================
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SIGNATURES

             Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
   

Date:  June 27, 1996            C U  BANCORP
    


                                STEPHEN G. CARPENTER
                                By 
                                 Stephen G. Carpenter
                                 President and Chief
                                 Executive Officer



                                PATRICK HARTMAN
                                By 
                                 Patrick Hartman
                                 Chief Financial Officer





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             Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
   



Signature                                                Title                 Date
- ---------                                               -------                ----
                                                                         
KENNETH BERNSTEIN                                       Director               June 27, 1996

_________________
Kenneth Bernstein


STEPHEN G. CARPENTER

__________________________________                      Director,              June 27, 1996
Stephen G. Carpenter                                    Chairman/
                                                        Chief Executive
                                                        Officer



________________________________                        Director               June 27, 1996
Richard H. Close                                        Secretary



PAUL W. GLASS

___________________________________                     Director               June 27, 1996
Paul W. Glass


RONALD S. PARKER                                        Director               June 27, 1996

____________________
Ronald S. Parker


DAVID I. RAINER

____________________                                     Director,             June 27, 1996
David I. Rainer                                          President, Chief
                                                         Operating Officer

    

Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant
to Section 12 of the Act.
    The proxy statement with respect to the annual meeting of the shareholders
shall be furnished to shareholder subsequent to the filing of this Form 10-K
and shall also be furnished to the Securities and Exchange Commission.





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