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                                                                Exhibit 3(ii)2.

                       CERTIFICATE OF AMENDMENT OF BYLAWS

                                       OF

                                   CU BANCORP

                            A California Corporation


        RESOLVED, that Article III, Section 3.2. to the Bylaws of CU Bancorp be
amended to provide that the minimum number of directors be six and the maximum
be eleven;

        FURTHER RESOLVED THAT, at the Effective Time of the Merger by and among
CU Bancorp and California United Bank, N.A. with Home Interstate Bank and Home
Bank, under the Agreement and Plan of Reorganization dated as of January 10,
1996 as amended on March 29, 1996, Article III, Section 3.2. of the Bylaws be
amended to return to a board of no less than seven and no more than thirteen
directors. 

        I, Anita Y. Wolman, Assistant Secretary of CU Bancorp, do hereby 
certify the foregoing to be a full, true, and correct copy of a resolution 
duly adopted at the annual meeting of shareholders of said Corporation held 
on July 18, 1996. 

        WITNESS my hand and the seal of said Corporation, this 22nd day of July
1996. 

                                        /s/ Anita Y. Wolman
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                                        Anita Y. Wolman, Assistant Secretary 


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                                        CU BANCORP