CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                             ARTICLES OF INCORPORATION
                                          
                                         OF
                                          
                             SILICON VALLEY BANCSHARES
                                          

John C. Dean and A. Catherine Ngo certify that:

     1.   They are the President and the Secretary, respectively, of Silicon 
Valley Bancshares.

     2.   SubSection (a)  of Article III of the Articles of Incorporation is 
amended to read in its entirety as follows:

               "(a) This corporation is authorized to issue two
          classes of shares designated "Preferred Stock" and "Common
          Stock," respectively. The number of shares of Preferred
          Stock authorized to be issued is Twenty Million (20,000,000)
          and the number of shares of Common Stock authorized to be
          issued is Sixty Million (60,000,000). Upon amendment of
          this Article III (a), each outstanding share of Common
          Stock is split up and converted into two (2) shares of
          Common Stock."

     3.   The foregoing amendment of the Articles of Incorporation was duly 
approved by the Board of Directors at its duly held meeting on March 19, 1998 
at which a quorum was present and acting throughout.


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     4.   No shares of Preferred Stock are outstanding.  Pursuant to Section 
902 (c) of the California Corporations Code, shareholder approval is not 
required for this action.

     5.   The foregoing amendment of the Articles of Incorporation of Silicon 
Valley Bancshares shall be effective as of the close of business on April 17, 
1998.

     The undersigned declare under penalty of perjury that the matters set 
forth in the foregoing certificate are true of their own knowledge.

     Executed at Santa Clara, California on March 19, 1998.

                                       /s/ John C. Dean
                                       --------------------------------------
                                       John C. Dean, President



                                       /s/ A. Catherine Ngo
                                       --------------------------------------
                                       A. Catherine Ngo, Secretary




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