Exhibit 4.2

NO.
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  FORM OF WARRANT TO PURCHASE STOCK OF PACIFIC COMMUNITY BANKING GROUP

         Incorporated Under the Laws of the State of California.

         THIS CERTIFIES THAT, for value received,           , the registered 
holder hereof or registered assigns (the "Holder"), is entitled to purchase 
from Pacific Community Banking Group, a California Corporation (the 
"Company), commencing           , 1999 until 5:00 P.M., Pacific Time, 
          , 2009, at the purchase price of $     per share from the date of 
issuance to on or before the end of the tenth year after the date of the 
issuance (the "Warrant Price"), the number of shares of Common Stock of the 
Company ("Common Stock"), which is equal to the number of Warrants set forth 
above. The number of shares purchasable upon exercise of this Warrant and the 
Warrant Price per share shall be subject to adjustment from time to time as 
set forth in the Warrant Agreement referred to below.

         This Warrant may be exercised in whole or in part by presentation of
this Warrant with the Purchase Form duly executed and simultaneous payment for
the Warrant Price (subject to adjustment) at the principal office of the
Company, 23332 Mill Creek Drive, Suite 230, Laguna Hills, California 92653.
Payment of such price shall be made at the option of the Holder hereof in cash,
by check or any combination thereof.

         This Warrant is one of a duly authorized issue of Warrants evidencing
the right to purchase an aggregate of up to           shares of Company Common 
Stock and is issued under and in accordance with a Warrant Agreement dated as of
           1999, between the Company and the Holder and is subject to the terms 
and provisions contained in the Warrant Agreement to all of which the Holder of 
this Warrant by acceptance hereof consents.

         Upon any partial exercise of this Warrant, there shall be signed and
issued to the Holder hereof a new Warrant in respect of the shares of Common
Stock as to which this Warrant shall not have been exercised. This Warrant may
be exchanged at the office of the Company by surrender of this Warrant properly
endorsed either separately or in combination with one or more other Warrants for
one or more new Warrants entitling the Holder thereof to purchase the same
aggregate number of shares as were evidenced by the Warrant or Warrants
exchanged. No fractional shares will be issued upon the exercise of this
Warrant, but the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants. This Warrant is transferable at the office of
the Company, in the manner and subject to the limitations set forth in the
Warrant Agreement. This Warrant shall be separately transferable upon the date
of issuance and for the ten-year period from the date of issuance.

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         The Holder hereof may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner for any purpose and as the
person entitled to exercise the rights represented hereby, or to the transfer
hereof on the books of the Company, any notice to the contrary notwithstanding,
and until such transfer on such books, the Company may treat the Holder hereof
as the owner for all purposes.

         This Warrant does not entitle any Holder hereof to any of the rights of
a stockholder of the Company.

         This Warrant shall not be valid or obligatory for any purpose until it
shall have been executed by the Company.

Dated:              , 1999
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                                          PACIFIC COMMUNITY BANKING GROUP

                                          By:
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