Exhibit 3(ii)           AMENDED AND RESTATED

                              BY-LAWS

                                 OF

                        NORTH VALLEY BANCORP

                        AS OF JULY 20, 1998




                         TABLE OF CONTENTS


ARTICLE I -  Offices                                            Page
  Section 1.  Principal Office.. . . . . . . . . . . . . . . . . . 1
  Section 2.  Other Offices. . . . . . . . . . . . . . . . . . . . 1

ARTICLE II -  Meetings of Shareholders
  Section 3.  Place of Meetings. . . . . . . . . . . . . . . . . . 1
  Section 4.  Annual Meetings. . . . . . . . . . . . . . . . . . . 2
  Section 5.  Special Meetings.. . . . . . . . . . . . . . . . . . 2
  Section 6.  Notice of Shareholders' Meetings.. . . . . . . . . . 2
  Section 7.  Quorum.. . . . . . . . . . . . . . . . . . . . . . . 4
  Section 8.  Adjourned Meeting. . . . . . . . . . . . . . . . . . 4
  Section 9.  Waiver or Consent by Shareholders. . . . . . . . . . 5
  Section 10. Action Without Meeting.. . . . . . . . . . . . . . . 6
  Section 11. Voting Rights; Cumulative Voting.. . . . . . . . . . 6
  Section 12. Proxies. . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III - Directors; Management
  Section 14. Powers.. . . . . . . . . . . . . . . . . . . . . . . 9
  Section 15. Number and Qualification of Directors. . . . . . . . 9
  Section 16. Election and Term of Office. . . . . . . . . . . . .11
  Section 17. Removal of Directors.. . . . . . . . . . . . . . . .11
  Section 19. Place of Meetings. . . . . . . . . . . . . . . . . .13
  Section 20. Organizational Meetings. . . . . . . . . . . . . . .13
  Section 21. Other Regular Meetings.. . . . . . . . . . . . . . .13
  Section 23. Quorum.. . . . . . . . . . . . . . . . . . . . . . .14
  Section 24. Contents of Notice and Waiver of Notice. . . . . . .14
  Section 26. Notice of Adjournment. . . . . . . . . . . . . . . .15
  
  ARTICLE III -    Directors; Management        (contd.)
  Section 27. Telephone Participation. . . . . . . . . . . . . . .15
  Section 28. Action without Meeting.. . . . . . . . . . . . . . .15

ARTICLE IV -  Officers
  Section 30. Officers.. . . . . . . . . . . . . . . . . . . . . .16
  Section 31. Election.. . . . . . . . . . . . . . . . . . . . . .16
  Section 32. Subordinate Officers.. . . . . . . . . . . . . . . .16
  Section 33. Removal and Resignation. . . . . . . . . . . . . . .17
  Section 34. Vacancies. . . . . . . . . . . . . . . . . . . . . .17
  Section 35. Chairman of the Board. . . . . . . . . . . . . . . .17
  Section 36. President. . . . . . . . . . . . . . . . . . . . . .17
  Section 37. Vice Presidents. . . . . . . . . . . . . . . . . . .18
  Section 38. Secretary. . . . . . . . . . . . . . . . . . . . . .18
  Section 39. Chief Financial Officer. . . . . . . . . . . . . . .19

ARTICLE V -  General Corporate Matters
  Section 40. Record Date and Closing of Stockbooks. . . . . . . .20
  Section 41. Corporate Records and Inspection by Shareholders and Directors.20
  Section 42. Checks, Drafts, Evidences of Indebtedness. . . . . .22
  Section 43. Corporate Contracts and Instruments; How Executed. .22
  Section 44. Stock Certificates.. . . . . . . . . . . . . . . . .22
  Section 45. Lost Certificates. . . . . . . . . . . . . . . . . .22
  Section 46. Reports to Shareholders. . . . . . . . . . . . . . .23
  Section 47. Indemnification. . . . . . . . . . . . . . . . . . .24
     (a) Indemnification of Directors and Officers.. . . . . . . .24
     (b) Indemnification of Employees and Agents.26         . . . .
     
     
ARTICLE V -  General Corporate Matters                    (contd.)
       (c) Action to Enforce Rights Under this Section.. . . . . .27
       (d) Entitlement to Expenses.. . . . . . . . . . . . . . . .27
       (e)  Non-Exclusivity. . . . . . . . . . . . . . . . . . . .28
     (f)  Insurance. . . . . . . . . . . . . . . . . . . . . . . .28
     (g)  Expenses as a Witness. . . . . . . . . . . . . . . . . .28
     (h)  demnity Agreements.. . . . . . . . . . . . . . . . . . .28
     (I)  Severability.. . . . . . . . . . . . . . . . . . . . . .28
     (j)  Entities Merged with this Corporation. . . . . . . . . .29
     (k) Repeals.. . . . . . . . . . . . . . . . . . . . . . . . .29

ARTICLE VI - Amendments
  Section 48. Amendment by Shareholders. . . . . . . . . . . . . .29
  Section 49. Amendment by Directors.. . . . . . . . . . . . . . .30

ARTICLE VII - Committees of the Board
  Section 50. Committees of the Board. . . . . . . . . . . . . . .30

Certificate of Secretary. . . . . . . .   . . . . . . . . . . . . 32
    
                           BY-LAWS
                              OF
                     NORTH VALLEY BANCORP
  
                          ARTICLE I

                           Offices
       Section 1.  Principal Office.  The principal executive office in the 
State of California for the transaction of the business of the corporation 
(called the principal office) is fixed and located at:
       880 E. Cypress Street
       Redding, California
The Board of Directors shall have the authority from time to time to change the
principal office from one location to another within the State by amending this
Section 1.
       Section 2.  Other Offices.  One or more branches or other subordinate 
offices may at any time be fixed and located by the Board of Directors at such 
place or places within or without the State of California as it deems 
appropriate.
  
                          ARTICLE II
                   Meetings of Shareholders

       Section 3.   Place of Meetings.   Meetings of the shareholders shall be 
held at any place within or outside the State of California that may be 
designated either by the Board of Directors in accordance with these By-Laws, 
or by the written consent of all persons entitled to vote at the meeting, given
either before or after the meeting and filed with the Secretary of the
corporation.  If no such designation is made, the meetings shall be held at the
principal office of the corporation designated in Section I of these By-Laws.
       Section 4.   Annual Meetings.   The annual meeting of the shareholders 
shall be held on the third Tuesday in May in each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day, at the hour 
of 5:30 P.M., at which time the shareholders shall elect a Board of Directors, 
consider reports of the affairs of the corporation, and transact such other
business as may properly be brought before the meeting.
       If the annual meeting of shareholders shall not be held on the date 
above specified, the Board of Directors shall cause such a meeting to be held 
as soon thereafter as convenient, and any business transacted or election held 
at such meeting shall be as valid as if transacted or held at an annual meeting
on the date above specified.
       Section 5.   Special Meetings.   Special meetings of the shareholders, 
for any purpose or purposes whatsoever, may be called at any time by the Board 
of Directors, Chairman of the Board, the President, or by holders of shares 
entitled to cast not less than ten (10) percent of the votes at the meeting.
       Section 6.   Notice of Shareholders' Meetings.   Whenever shareholders
are required or permitted to take any action at a meeting, a written notice of 
the meeting shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each shareholder entitled to vote thereat.  
Such notice shall state the place, date and hour of the meeting and (i) in the
case of a special meeting, the general nature of the business to be transacted,
and no other business may be transacted, or (ii) in the case of the annual 
meeting, those matters which the Board, at the time of the mailing of the 
notice, intends to present for action by the shareholders, but subject to the 
provisions of Section 601(f) of the Corporations Code, any proper matter may be
presented at the meeting for such action.  The notice of any meeting at which 
directors are to be elected shall include the names of nominees intended at the
time of the notice to be presented by management for election.
       Notice of a shareholders' meeting shall be given either personally or by
first class mail or other means of written communication, addressed to the 
shareholder at the address of such shareholder appearing on the books of the 
corporation or given by the shareholder to the corporation for the purpose of
notice; or if no such address appears or is given, at the place where the 
principal office of the corporation is located. The notice shall be deemed to
have been given at the time when delivered personally or deposited in the 
mail or sent by other means of written communication.
       Notwithstanding the foregoing, whenever the corporation has outstanding
shares held of record by 500 or more persons, notice may be given by third 
class mail as provided in Sections 601(a) and 601(b) of the Corporations Code.
       If any notice addressed to the shareholder at the address of such 
shareholder appearing on the books of the corporation is returned to the 
corporation by the United States Postal Service marked to indicate that the 
United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder upon
written demand of the shareholder at the principal office of the corporation
for a period of one year from the date of the giving of the notice to all other
shareholders.
       Upon request in writing to the Chairman of the Board, President, Vice
President or Secretary by any person entitled to call a special meeting of
shareholders, the officer forthwith shall cause notice to be given to the 
shareholders entitled to vote that a meeting will be held at a time requested 
by the person or persons calling the meeting, not less than thirty-five (35) 
nor more than sixty (60) days after the receipt of the request.
       Section 7.   Quorum.   The presence at any meeting, in person or by 
proxy, of the persons entitled to vote a majority of the voting shares of the 
corporation shall constitute a quorum for the transaction of business.  
Shareholders present at a valid meeting at which a quorum is initially present 
may continue to do business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by persons voting more than twenty-five percent
(25%) of the voting shares.
       Section 8.    Adjourned Meeting.    Any annual or special shareholders' 
meeting may be adjourned from time to time, even though a quorum is not 
present, by vote of the holders of a majority of the voting shares present at 
the meeting either in person or by proxy, provided that in the absence of a 
quorum, no other business may be transacted at the meeting except as provided 
in Section 7.
       Notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.  At the
adjourned meeting, any business may be transacted which might have been 
transacted at the original meeting.  If the adjournment is for more than 
forty-five (45) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to
 each shareholder of record entitled to vote at the meeting.
       Section 9.    Waiver or Consent by Shareholders.   The transactions of
any meeting of shareholders, however called and noticed, and wherever held, are
as valid as though had at a meeting duly held after regular call and notice, if
a quorum is present either in person or by proxy, and if, either before or 
after the meeting, each of the persons entitled to vote, not present in person 
or by proxy, signs a written waiver of notice or a consent to the holding
of the meeting or an approval of the minutes thereof.  All such waivers, 
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.  Attendance of a person at a meeting shall 
constitute a waiver of notice of and presence at such meeting, except when the 
person objects, at the beginning of the meeting, to the transaction of any 
business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the 
consideration of matters required by Section 6 of these By-Laws or Section 
601(f) of the Corporations Code to be included in the notice but not so 
included, if such objection is expressly made at the meeting.  Neither the
business to be transacted at nor the purpose of any regular or special meeting 
of shareholders need be specified in any written waiver of notice, consent to
the holding of the meeting or approval of the minutes thereof, except as
provided in Section 601(f) of the Corporations Code.
       Section 10.   Action Without Meeting.    Any action which may be taken 
at any annual or special meeting of shareholders may be taken without a meeting
and without prior notice, if a consent in writing. setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less 
than the minimum number of votes that would be necessary to authorize or take 
such action at a meeting at which all shares having not less than the minimum 
number of votes that would be necessary to authorize or take such action at a 
meeting at which all shares entitled to vote thereon were present and voted, 
except that unanimous written consent shall be required for election of 
directors to non-vacant positions; provided however that the Board of Directors
of this corporation, by resolution shall have previously approved any such 
action.
       Unless the consents of all shareholders entitled to vote have been 
solicited or received in writing, notice shall be given to non-consenting 
shareholders to the extent required by Section 603(b) of the Corporations Code.
       Any shareholder giving a written consent, or the shareholder's 
proxyholders, or a transferee of the shares or a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a 
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed 
with the Secretary of the corporation, but may not do so thereafter.  Such
  revocation is effective upon its receipt by the Secretary of the corporation.
       Section 11.   Voting Rights; Cumulative Voting.   Only persons in whose 
names shares entitled to vote stand on the stock records of the corporation at 
the close of business on the record date fixed by the Board of Directors, as 
provided in Section 40 for the determination of shareholders of record, shall 
be entitled to notice of and to vote at such meeting of shareholders.  If no 
record date is fixed, the record date for determining shareholders entitled to 
notice of or to vote at meeting of shareholders shall be at the close of 
business on the business day next preceding the day on which notice is given 
or, if notice  is waived, at the close of business on the business day next 
preceding the day on which the meeting is held; the record date for determining
shareholders entitled to give consent to corporate action in writing without a 
meeting, when no prior action by the Board has been taken, shall be on the day 
on which the first written consent is given; and the record date for 
determining shareholders for any other purpose shall be at the close of 
business on the day on which the Board adopts the resolution relating thereto,
or the 60th day prior to the date of such other action, whichever is later.
       Except as provided in the Articles of Incorporation, each shareholder
entitled to vote shall be entitled to one vote for each share held an each 
matter submitted to a vote of shareholders.
       No shareholder shall be entitled to cumulate votes in favor of any 
candidate or candidates.
        In any election of directors, the candidates receiving the highest 
number of affirmative votes of the shares entitled to be voted for them, up to
the number of directors to be elected by such shares, are elected; votes 
against the director and votes withheld shall have no legal effect.
       Voting may be by voice or ballot, provided that any election of 
directors must be by ballot upon the demand of any shareholder made at the 
meeting and before the voting begins.
       Section 12.   Proxies.    Every person entitled to vote shares may 
authorize another person or persons to act by proxy with respect to such 
shares. All proxies must be in writing and must be signed by the shareholder 
confirming the proxy or his attorney-in-fact.  No proxy shall be valid after 
the expiration of eleven (11) months from the date thereof unless otherwise
provided in the proxy.  Every proxy continues in full force and effect until 
revoked by the person executing it prior to the vote pursuant thereto, except 
as otherwise provided in Section 705 of the Corporations Code.  Such 
revocation may be effected by a writing delivered to the corporation stating 
that the proxy is revoked or by a subsequent proxy executed by the person 
executing the prior proxy and presented to the meeting, or as to any meeting, 
by attendance at such meeting and voting in person by, the person executing the
proxy.  The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which 
they are mailed.
       Section 13.   Inspectors of Election.   In advance of any meeting of 
shareholders the Board may appoint inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, the chairman of
any meeting of shareholders may, and on the request of any shareholder or a 
shareholder's proxy shall, appoint inspectors of election (or persons to 
replace those who so fail or refuse) at the meeting.  The number of inspectors
shall be either one or three.  If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares represented in person 
or by proxy shall determine whether one or three inspectors are to be appointed.
If there are three inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all.
       The inspectors of election shall determine the number of shares 
outstanding and the voting power of each, the shares represented at the 
meeting, the existence of a quorum and the authenticity, validity and effect of
proxies, receive votes, ballots or consents, hear and determine all challenges 
and questions in any way arising in connection with the right to vote,
count and tabulate all votes or consents, determine when the polls shall 
close, determine the result and do such acts as may be proper to conduct the 
election or vote with fairness to all shareholders.
  
                         ARTICLE III

                    Directors; Management
       Section 14.    Powers.    Subject to any provisions of the Articles of 
Incorporation, of the By-Laws and of law limiting the powers of the Board of 
Directors or reserving powers to the shareholders, the Board of Directors 
shall, directly or by delegation, manage the business and affairs of the 
corporation and exercise all corporate powers permitted by law.
       Section 15.    Number and Qualification of Directors.   The authorized
number of directors shall not be less than six (6) nor more than eleven (11), 
unless and until changed by an amendment of this By-law adopted by the 
shareholders pursuant to Section 48.  The exact number of directors within said
range shall be fixed from time to time (i) by a resolution duly adopted by the 
Board of Directors; or (ii) by an amendment of this Section 15 of these 
By-laws duly adopted by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the 
written consent of the holders of a majority of the outstanding shares entitled
to vote; or (iii) by approval of the shareholders (as defined in Section 153 of
the California General Corporation Law).  Subject to the foregoing provisions
for changing the number of directors, the number of directors of this 
corporation is hereby fixed at eight (8).  A reduction in the authorized
number of directors shall not remove any director prior to the expiration of
such director's term of office. Directors need not be shareholders of the 
corporation.
       Nomination for election of members of the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of 
capital stock of the corporation entitled to vote for the election of 
directors.  Notice of intention to make any nominations shall be made in 
writing and shall be delivered or mailed to the President of the corporation
not less than twenty-one (21) days nor more than sixty (60) days prior to any
meeting of shareholders called for election of directors; provided, however,
that if less than twenty-one (21) days notice of the meeting is given to 
shareholders, such notice of intention to nominate shall be mailed or delivered
to the President of the corporation not later than the close of business on the
tenth (10th) day following the day on which the notice of meeting was mailed; 
provided further, that if notice of such meeting is sent by third class mail as
permitted by Section 6 of these By-laws, no notice of intention to make 
nominations shall be required.  Such notification shall contain the following 
information to the extent known to the notifying shareholder: (a) the name and 
address of each proposed nominee; (b) the principal occupation of each proposed
nominee; (c) the number of shares of capital stock of the corporation owned by 
each proposed nominee; (d) the name and residence address of the notifying 
shareholder; and (e) the number of shares of capital stock of the corporation 
owned by the notifying shareholder.  Nominations not made in accordance 
herewith may, in the discretion of the Chairman's instructions, the inspectors 
of election can disregard all votes cast for each such nominee.  A copy of this
paragraph shall be set forth in a notice to shareholders of any meeting at 
which Directors are to be elected."
       Section 16.  Election and Term of Office.   The directors shall be 
elected annually by the shareholders at the annual meeting of the shareholders;
provided, that if for any reason, said annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then the directors may be
elected at any special meeting of the shareholders called and held for that 
purpose.  The term of office of the directors shall, except as provided in
Section 17, begin immediately after their election and shall continue until 
their respective successors are elected and qualified.
       Section 17.   Removal of Directors.   A director may be removed from 
office by the Board of Directors if he is declared of unsound mind by the order
of court or convicted of a felony.  Any or all of the directors may be removed 
from office without cause by a vote of shareholders holding a majority of the 
outstanding shares entitled to vote at an election of directors; however, 
unless the entire Board is removed, an individual director shall not be
removed if the votes cast against removal, or not consenting in writing to 
such removal, would be sufficient to elect such director if voted cumulatively 
at an election at which the same total number of votes were cast, or, if such 
action is taken by written consent, all shares entitled to vote were voted, and
the entire number of directors authorized at the time of the director's most 
recent election were then being elected.  A director may also be removed
from office by the Superior Court of the county in which the principal office
is located, at the suit of shareholders holding at least ten percent (10%) of 
the number of outstanding shares of any class, in case of fraudulent or 
dishonest acts or gross abuse of authority or discretion with reference to the
corporation, in the manner provided by law.
       No reduction of the authorized number of directors shall have the effect
of removing any director before his term of office expires.
       Section 18.   Vacancies.   A vacancy or vacancies on the Board of 
Directors shall exist on the death, resignation, or removal of any director, or
if the authorized number of directors is increased or the shareholders fail to 
elect the full authorized number of directors.  Except for a vacancy created by
the removal of a director, vacancies on the Board of Directors may be filled by
a majority of the remaining directors although less than a quorum, or by a sole
remaining director, and each director elected in this manner shall hold 
office until his successor is elected at an annual or special shareholders'
meeting.
       The shareholders may elect a director at any time to fill any vacancy 
not filled by the directors.  Any such election by written consent other than 
to fill a vacancy created by removal requires the consent of a majority of the 
outstanding shares entitled to vote.
       Any director may resign effective upon giving written notice to the 
Chairman of the Board, the President, the Secretary or the Board of Directors 
of the corporation, unless the notice specifies a later time for the 
effectiveness of such resignation.  If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes 
effective.
       Section 19.   Place of Meetings.   Regular and special meetings of the 
Board of Directors shall be held at any place within or outside the State of 
California that is designated by resolution of the Board or, either before or 
after the meeting, consented to in writing by all the Board members.  If the
place of a regular or special meeting is not fixed by resolution or written 
consents of the Board, it shall be held at the corporation's principal 
office.
       Section 20.   Organizational Meetings.  Immediately following each 
annual shareholders' meeting, the Board of Directors shall hold an 
organizational meeting to organize, elect officers, and transact other 
business.  Notice of this meeting shall not be required.
       Section 21.   Other Regular Meetings.   Other regular meetings of the 
Board of Directors shall be held on the third Monday of each month at the hour
of 4:30 P.M., provided, however, if this day falls on a legal holiday, the 
meeting shall be held at the same time on the next succeeding day that is a 
full business day. Notice of these regular meetings shall not be required.
       Section 22.   Special Meetings.   Special meetings of the Board of 
Directors for any purpose may be called at any time by the Chairman of the 
Board, or the President, or any Vice President, or the Secretary, or any two 
directors.  Special meetings of the Board shall be held upon four days notice 
by mail or forty-eight (48) hours notice delivered personally or by telephone 
or through a voice messaging system or other system or technology designed
to record and communicate message, facsimile, electronic mail or other 
electronic means. If notice is by telephone, it shall be complete when the 
person calling the meeting believes in good faith that the notified person has
heard and acknowledged the notice.  If the notice is by mail or through a voice
messaging system or other system or technology designed to record and 
communicate message, facsimile, electronic mail or other electronic means, it
shall be complete when deposited in the United States mail or delivered 
through a voice messaging system or other system or technology designed to 
record and communicate message, facsimile, electronic mail or other electronic 
means, charges prepaid and addressed to the notified person at such person's 
address appearing on the corporate records or, if it is not on these records or
is not readily ascertainable, at the place where the regular Board meeting is 
held.
       Section 23.   Quorum.   A majority of the authorized number of 
directors, but in no event less than two (unless the authorized number of 
directors is one), shall constitute a quorum for the transaction of business, 
except to adjourn a meeting under Section 25.  Every act done or decision made 
by a majority of the directors present at a meeting at which a quorum is 
present shall be regarded as the act of the Board of Directors, unless the vote
of a greater number is required by law, the Articles of Incorporation, or these
By-Laws.  A meeting at which a quorum is initially present may continue to 
transact business notwithstanding the withdrawal of directors, if any action 
taken is approved by a majority of the required quorum for such meeting.
       Section 24.   Contents of Notice and Waiver of Notice.   Neither the 
business to be transacted at, nor the purpose of, any regular or special Board 
meeting need be specified in the notice or waiver of notice of the meeting.  
Notice of a meeting need not be given to any director who signs a waiver of 
notice or a consent to holding the meeting or an approval of the minutes 
thereof, either before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to said 
director.  All such waivers, consents, and approvals shall be filed with the 
corporate records or made a part of the minutes of the meeting.
       Section 25.   Adjournment.   A majority of the directors present, 
whether or not a quorum is present, may adjourn any meeting to another time and
place.
       Section 26.   Notice of Adjournment.   Notice of the time and place of 
holding an adjourned meeting need not be given to absent directors if the time 
and place are fixed at the meeting being adjourned, except that if the meeting 
is adjourned for more than twenty-four (24) hours such notice shall be given 
prior to the adjourned meeting to the directors who were not present at the 
time of the adjournment.
       Section 27.   Telephone Participation.   Members of the Board may 
participate in a meeting through use of conference telephone or similar 
communications equipment, so long as all members participating in such meetings
can hear one another.  Such participation constitutes presence in person at 
such meeting.
       Section 28.   Action without Meeting.   The Board of Directors may take
any action without a meeting that may be required or permitted to be taken by 
the Board at a meeting, if all members of the Board individually or 
collectively consent in writing to the action.  The written consent or consents
shall be filed in the minutes of the proceedings of the Board.  Such action by 
written consent shall have the same effect as an unanimous vote of directors.
       Section 29.   Fees and Compensation.   Directors and members of 
committees shall receive neither compensation for their services nor 
reimbursement for their expenses unless these payments are fixed by resolution 
of the Board.
  
                          ARTICLE IV

                           Officers
       Section 30.   Officers.   The officers of the corporation shall be a 
President, a Secretary, and a Chief Financial Officer.  The corporation may 
also have, at the discretion of the Board of Directors, a Chairman of the 
Board, Vice Presidents, one or more Assistant Secretaries, one or more 
Assistant Chief Financial Officer's, and any other officers who may
be appointed under Section 32 of these By-Laws.
       Section 31.   Election.   The officers of the corporation, except those 
appointed under Section 32 of these By-Laws, shall be chosen annually by the 
Board of Directors, and each shall hold his office until he resigns or is 
removed or otherwise disqualified to serve, or his successor is elected and 
qualified.
       Section 32.   Subordinate Officers.   The Board of Directors may 
appoint, and may authorize the President to appoint, any other officers that 
the business of the corporation may require, each of whom shall hold office for
the period, have the authority, and perform the duties specified in the By-Laws
or by the Board of Directors.
       Section 33.   Removal and Resignation.   Any officer may be removed with
or without cause either by the Board of Directors at any regular or special 
directors' meeting or, except for an officer chosen by the Board, by any 
officer on whom the power of removal may be conferred by the Board.
       Any officer may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the corporation.  An officer's 
resignation shall take effect when it is received or at any later time 
specified in the resignation.  Unless the resignation specifies otherwise, its 
acceptance by the corporation shall not be necessary to make it effective.
       Section 34.   Vacancies.   A vacancy in any office because of death, 
resignation, removal, disqualification, or any other cause shall be filled in 
the manner prescribed in the By-Laws for regular appointments to the office.
       Section 35.   Chairman of the Board.   The Board of Directors may in its
discretion elect a Chairman of the Board, who shall preside at all meetings of
the directors and shareholders at which he is present and shall exercise and 
perform any other powers and duties assigned to him by the Board or prescribed 
by the By-Laws.
       Section 36.   President.   Subject to any supervisory powers that may be
given by the Board of Directors or the By-Laws to the Chairman of the Board, 
the President shall be the corporation's Chief Executive Officer and shall, 
subject to the control of the Board of Directors, have general supervision, 
direction, and control over the corporation's business and officers.  He
shall preside as chairman at all meetings of the shareholders and directors
not presided over by the Chairman of the Board.  He shall be ex officio a
member of all the standing committees, shall have the general powers and duties
of management usually vested in a corporation's president; shall have any other
powers and duties that are prescribed by the Board of Directors or the By-Laws;
and shall be primarily responsible for carrying out all orders and resolutions 
of the Board of Directors.
       Section 37.    Vice Presidents.   If the President is absent or is 
unable or refuses to act, the Vice Presidents in order of their rank as fixed 
by the Board of  Directors or, if not ranked, the Vice President designated by 
the Board of Directors, shall perform all the duties of the President, and when
so acting shall have all the powers of, and be subject to all the restrictions
on, the President.  Each Vice President shall have any other powers and perform
any other duties that are prescribed for him by the Board of Directors or the
By-Laws.
       Section 38.   Secretary.   The Secretary shall keep or cause to be kept,
and be available at the principal office and any other place that the Board of 
Directors specifies, a book of minutes of all directors' and shareholders' 
meetings.  The minutes of each meeting shall state the time and place that it 
was held; whether it was regular or special; if a special meeting, how it was 
authorized; the notice given; the names of those present or represented
at shareholders' meetings; and the proceedings of the meetings.  A similar 
minute book shall be kept for any committees, if required by the Board.
       The Secretary shall keep, or cause to be kept, at the principal office 
or at the office of the corporation's transfer agent, a share register, or 
duplicate share register, showing the shareholders' names and addresses, the 
number and classes of shares held by each, the number and date of each 
certificate issued for these shares, and the number and date of cancellation of
each certificate surrendered for cancellation.
       The Secretary shall give, or cause to be given, notice of all directors'
and shareholders' meetings required to be given under these By-Laws or by law, 
shall keep the corporate seal in safe custody, and shall have any other powers 
and perform any other duties that are prescribed by the Board of Directors or 
the By-Laws.
       Section 39.   Chief Financial Officer.  The Chief Financial Officer 
shall be the corporation's chief financial officer and shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the 
corporation's properties and business transactions, including accounts of its 
assets, liabilities, receipts, disbursements, gains, losses, capital, retained 
earnings, and shares.  The books of account shall at all reasonable times be
open to inspection by any director.
       The Chief Financial Officer shall deposit all money and other valuables 
in the name and to the credit of the corporation with the depositories 
designated by the Board of Directors.  He shall disburse the corporation's 
funds as ordered by the Board of Directors; shall render to the President and 
directors, whenever they request it, an account of all his transactions as
Chief Financial Officer and of the corporation's financial condition; and
shall have any other powers and perform any other duties that are prescribed by
the Board of Directors or By-Laws.
       If required by the Board of Directors, the Chief Financial Officer shall
give the corporation a bond in the amount and with the surety or sureties 
specified by the Board for faithful performance of the duties of their office 
and for restoration to the corporation of all its books, papers, vouchers, 
money, and other property of every kind in his or her possession or under his 
or her control on his or her death, resignation, retirement, or removal from
office.
  
                          ARTICLE V
  
                General Corporate Matters
       Section 40.   Record Date and Closing of Stockbooks.   The Board of 
Directors may fix a time in the future as a record date for determining 
shareholders entitled to notice of and to vote at any shareholders' meeting; to
receive any dividend, distribution, or allotment of rights; or to exercise 
rights in respect of any other lawful action, including change, conversion, or 
exchange of shares.  The record date shall not, however, be more than sixty
(60) nor less than ten (10) days prior to the date of such meeting nor more 
than sixty (60) days prior to any other action.  If a record date is fixed for 
a particular meeting or event, only shareholders of record on that date are 
entitled to notice and to vote and to receive the dividend, distribution, or 
allotment of rights or to exercise the rights, as the case may be, 
notwithstanding any transfer of any shares on the books of the corporation 
after the record date.
       A determination of shareholders of record entitled to notice of or to 
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the 
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.
       Section 41.   Corporate Records and Inspection by Shareholders and 
Directors.    Books and records of account and minutes of the proceedings of 
the shareholders, Board, and committees of the Board shall be kept available 
for inspection at the principal office.  A record of the shareholders, giving 
the names and addresses of all shareholders and the number and class of shares 
held by each, shall be kept available for inspection at the principal office or
at the office of the corporation's transfer agent or registrar.
       A shareholder or shareholders holding at least five percent (5%) in the 
aggregate of the outstanding voting shares of the corporation shall have an 
absolute right to do either or both of the following:  (i) inspect and copy the
record of shareholders' names and addresses and shareholdings during usual 
business hours upon five business days prior written demand upon the 
corporation, or (ii) obtain from the transfer agent for the corporation, upon 
five (5) business days prior written demand and upon the tender of its usual 
charges for such a list (the amount of which charges shall be stated to the 
shareholder by the transfer agent upon request), a list of the shareholders' 
names and addresses, who are entitled to vote for the election of directors, 
and their shareholdings, as of the most recent record date for which it
has been compiled or as of a date specified by the shareholder subsequent to 
the date of demand.  The record of shareholders shall also be open to 
inspection and copying by any shareholder or holder of a voting trust 
certificate at any time during usual business hours upon written demand on the 
corporation, for a purpose reasonably related to such holder's interests as a
shareholder or holder of a voting trust certificate.  Inspection and copying 
may be made in person or by agent or attorney.
       Every director shall have the absolute right at any reasonable time to 
inspect and copy all books, records and documents of every kind and to inspect 
the physical properties of the corporation and its subsidiary corporations, 
domestic or foreign.  Such inspection by a director may be made in person or by
agent or attorney and includes the right to copy and make extracts.
       Section 42.    Checks, Drafts, Evidences of Indebtedness.   All checks, 
drafts, or other orders for payment of money, notes, and all mortgages, or 
other evidences of indebtedness, issued in the name of or payable to the 
corporation, and all assignments and endorsements of the foregoing, shall be 
signed or endorsed by the person or persons and in the manner specified by the 
Board of Directors.
       Section 43.   Corporate Contracts and Instruments; How Executed.  Except
as otherwise provided in the By-Laws, officers, agents, or employees must be 
authorized by the Board of Directors to enter into any contract or execute any 
instrument in the corporation's name and on its behalf.  This authority may be 
general or confined to specific instances.
       Section 44.   Stock Certificates.   One or more certificates for shares 
of the corporation's capital stock shall be issued to each shareholder for any
of his shares that are fully paid up.  The corporate seal or its facsimile may 
be fixed on certificates.  All certificates shall be signed by the Chairman of 
the Board, President, or a Vice President and the Secretary, Chief Financial 
Officer, or an Assistant Secretary.  Any or all of the signatures on the 
certificate may be facsimile signatures.
       Section 45.  Lost Certificates.   No new share certificate that replaces
an old one shall be issued unless the old one is surrendered and cancelled at 
the same time; provided, however, that if any share certificate is lost, 
stolen, mutilated, or destroyed, the Board of Directors may authorize issuance 
of a new certificate replacing the old one on any terms and conditions, 
including a reasonable arrangement for indemnification of the corporation, that
the Board may specify.
       Section 46.   Reports to Shareholders.   The requirement for the annual
report to shareholders referred to in Section 1501(a) of the California 
Corporations Code is hereby expressly waived so long as there are less than one
hundred (100) holders of record of the corporation's shares.  The Board of 
Directors shall cause to be sent to the shareholders such annual or other 
periodic reports as they consider appropriate or as otherwise required by
law.  In the event the corporation has one hundred (100) or more holders of its
shares, an annual report complying with Section 1501(a) and, when applicable, 
Section 1501(b) of the Corporations Code shall be sent to the shareholders not 
later than one hundred twenty (120) days after the close of the fiscal year and
at least fifteen (15) days prior to the annual meeting of shareholders to be 
held during the next fiscal year.
       If no annual report for the last fiscal year has been sent to 
shareholders, the corporation shall, upon the written request of any 
shareholder made more than one hundred twenty (120) days after the close of 
such fiscal year, deliver or mail to the person making the request within 
thirty (30) days thereafter the financial statements referred to in Section 
1501(a) for such year.
       A shareholder or shareholders holding at least five percent (5%) of the 
outstanding shares of any class of a corporation may make a written request to 
the corporation for an income statement of the corporation for the three-month,
six-month, or nine-month period of the current fiscal year ended more than 
thirty (30) days prior to the date of the request and a balance sheet of the 
corporation as of the end of such period and, in addition, if no annual
report for the last fiscal year has been sent to shareholders, the statements 
referred to in Section 1501(a) of the Corporations Code for the last fiscal 
year.  The statement shall be delivered or mailed to the person making the 
request within thirty (30) days thereafter.  A copy of the statements shall be 
kept on file in the principal office of the corporation for twelve (12) months 
and they shall be exhibited at all reasonable times to any shareholder 
demanding an examination of them or a copy shall be mailed to such shareholder.
The income statements and balance sheets referred to shall be accompanied by 
the report thereon, if any, of any independent accountants engaged by the 
corporation or the certificate of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and 
records of the corporation.
       Section 47.    Indemnification.
            (a)  Indemnification of Directors and Officers.  Each person who 
was or is a party or is threatened to be made a party to or is involved in any 
threatened, pending or completed action, suit or proceeding, formal or 
informal, whether brought in the name of the corporation or otherwise and 
whether of a civil, criminal, administrative or investigative nature 
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer 
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a 
partnership, joint venture, trust or other enterprise, including service with 
respect to employee benefit plans, whether the basis of such proceeding is an
alleged action or inaction in an official capacity or in any other capacity 
while serving as a director or officer, shall, subject to the terms of any 
agreement between the corporation and such person, be indemnified and held 
harmless by the corporation to the fullest extent permissible under California 
law and the corporation's Articles of Incorporation, against all costs, 
charges, expenses, liabilities and losses (including attorneys' fees, 
judgments, fines, ERISA excise tax or penalties and amounts paid or to be paid 
in settlement) reasonably incurred or suffered by such person in connection 
therewith, and such indemnification shall continue as to a person who has 
ceased to be a director or officer and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that (i) the 
corporation shall indemnify any such person seeking indemnification in 
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of 
the corporation, and (ii) the corporation shall indemnify such person seeking 
indemnification in connection with a proceeding (or part thereof) other than a 
proceeding by or in the name of the corporation to procure a judgment in its 
favor only if any settlement of such a proceeding is approved in writing by the
corporation, and (iii) no such person shall be indemnified (A) if a court of 
competent jurisdiction finally determines that any indemnification hereunder is
unlawful; (B) for any acts or omissions or transactions from which a director 
may not be relieved of liability as set forth in the exception to paragraph 10 
of Section 204(a) of the California Corporations Code; and (C) as to 
circumstances in which indemnity is expressly prohibited by Section 317 of the
California Corporations Code.  The right to indemnification conferred in this
Section 47 shall be a contract right and shall include the right to be paid by 
the corporation expenses incurred in defending any proceeding in advance of its
final disposition; provided, however, that if the California Corporations Code 
requires the payment of such expenses incurred by a director or officer in his 
or her capacity as a director or officer (and not in any other capacity in 
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance 
of the final disposition of a proceeding, such advances shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts to the corporation if it shall be ultimately 
determined that such person is not entitled to be indemnified.
            (b)  Indemnification of Employees and Agents.  A person who was or 
is a party or is threatened to be made a party to or is involved in any 
proceedings by reason of the fact that he or she is or was an employee or agent
of the corporation or is or was serving at the request of the corporation as an
employee or agent of another enterprise, including service with respect to 
employee benefit plans, whether the basis of such proceeding is an alleged 
action or inaction in an official capacity or in any other capacity while 
serving as an employee or agent, may, subject to the terms of any agreement 
between the corporation and such person, be indemnified and held harmless by 
the corporation to the fullest extent permitted by California law and the 
corporation's Articles of Incorporation, against all costs, charges, expenses, 
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement), 
reasonably incurred or suffered by such person in connection therewith.  The 
immediately preceding sentence is not intended to be and shall not be 
considered to confer a contract right on any employee or agent (other than 
directors and officers) of the corporation.
            (c)  Action to Enforce Rights Under this Section.  If a claim under
this Section 47 is not paid in full by the corporation within thirty (30) days 
after a written claim has been received by the corporation, the claimant may at
any time thereafter bring suit against the corporation to recover the unpaid 
amount of the claim and, if successful in whole or in part, the claimant shall
also be entitled to be paid the expense of prosecuting such claim.  Neither the
failure of the corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to the 
commencement of such action that indemnification of the claimant is permissible
in the circumstances because he or she has met the applicable standard of
conduct, if any, nor an actual determination by the corporation (including its 
Board of Directors, independent legal counsel, or its shareholders) that the 
claimant has not met the applicable standard of conduct, shall be a defense to 
the action or create a presumption for the purpose of an action that the 
claimant has not met the applicable standard of conduct.
            (d)   Entitlement to Expenses.  Notwithstanding any other provision
of this Section 47, to the extent that a director, officer or agent has been 
successful on the merits or otherwise (including the dismissal of an action 
without prejudice or the settlement of a proceeding or action without admission
of liability) in defense of any proceeding referred to in this Section 47 or in
defense of any claim, issue or matter therein, he or she shall be indemnified 
against expenses (including attorneys' fees) actually and reasonably incurred 
in connection therewith.
            (e)  Non-Exclusivity. The right to indemnification provided by this
Section 47 shall not be exclusive of any other right which any person may 
have or hereafter acquire under any statute, by-law, agreement, vote of 
shareholders or disinterested directors or otherwise.
            (f)  Insurance.   The corporation shall maintain insurance, to the 
extent reasonably available, at its expense, to protect itself and any 
director, officer, employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense, 
liability or loss, whether or not the corporation would have the power to 
indemnify such person against such expense, liability or loss under the law.
            (g)  Expenses as a Witness.  To the extent that any director, 
officer, employee or agent of the corporation is by reason of such position, or
a position with another entity at the request of the corporation, a witness in 
any action, suit or proceeding, he or she shall be indemnified against all 
costs and expenses actually and reasonably incurred by him or her on his or her
behalf in connection therewith.
            (h)  Indemnity Agreements.   The corporation may, without
shareholder approval, enter into agreements with any director, officer, 
employee or agent of the corporation providing for indemnification to the 
fullest extent permissible under the law and the corporation's Articles of 
Incorporation.
            (i)  Severability.   Each and every paragraph, sentence, term and 
provision of this Section 47 is separate and distinct so that if any paragraph,
sentence, term or provision hereof shall be held to be invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the 
validity or enforceability of any other paragraph, sentence, term or provision 
hereof. To the extent required, any paragraph, sentence, term or provision of 
this Section 47 may be modified by a court of competent jurisdiction to
preserve its validity and to provide the claimant with, subject to the 
limitations set forth in this Section 47 and any agreement between the 
corporation and claimant, the broadest possible indemnification permitted under
applicable law.
            (j)  Entities Merged with this Corporation.   No provision of this 
Section 47 shall be applicable and unless otherwise required by California law 
indemnification shall not be permitted in respect of any acts, omissions or 
transactions of any person while serving as a director, officer, employee or 
agent of any corporation which shall have been or shall hereafter be merged 
into or otherwise combined with this corporation, or of another enterprise in 
respect of which such person was serving as a director, officer, employee or
agent at the request of any such other corporation, or of any enterprise 
controlling, controlled by or under common control with any such other 
corporation, unless specifically approved by a majority vote of the Board of 
Directors of this corporation.
            (k)   Repeals.   Any repeal or modification of this Section 47 
(however effected) shall not adversely affect any right of indemnification of a
director or officer existing at the time of such repeal or modification with 
respect to any act, omission or transaction occurring prior to such repeal or 
modification.
  
                          ARTICLE VI
  
                          Amendments
       Section 48.   Amendment by Shareholders.   By-Laws may be adopted, 
amended or repealed by the affirmative vote or written consent of a majority of
the outstanding shares entitled to vote; provided, however, that an amendment 
to Section 15 reducing the number of directors on a fixed-number Board or the 
minimum number of directors on a variable-number Board to a number less than 
five cannot be adopted if the votes cast against its adoption at a meeting or 
the shares not consenting, in the case of action by written consent, are equal 
to more than sixteen and two-thirds percent (16-2/3%) of the outstanding
shares entitled to vote.
       Section 49.   Amendment by Directors.   Subject to the right of 
shareholders under the preceding Section 48, by-laws may be adopted, amended, 
or repealed by the Board of Directors, except that only the shareholders can 
adopt a by-law or amendment thereto which specifies or changes the number of 
directors on a fixed-number Board, or the minimum or maximum number of 
directors on a variable-number Board, or which changes from a fixed-number 
Board to a variable-number Board or vice versa.  

                         ARTICLE VII

                   Committees of the Board
       Section 50.   Committees of the Board.   The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors, 
designate one or more commitees, each consisting of two or more directors, to 
serve at the pleasure of the Board and with such authority and organization as 
the Board may from time to time determine.  The Board may designate one or 
more directors as alternate members of any committee, who may replace any 
absent member at any meeting of the committee.  The appointment of members or 
alternate members of a committee requires the vote of a majority
of the authorized number of directors.  Any such committee, to the extent 
provided in the resolution of the Board shall have all the authority of the 
Board, except with respect to:
       (1)  The approval of any action for which shareholder approval is also 
required.
       (2)  The filling of vacancies on the Board or in any committee.
       (3)  The fixing of compensation of the directors for serving on the 
Board or on any committee.
       (4)  The amendment or repeal of by-laws or the adoption of new by-laws.
       (5)  The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
       (6)  A distribution to the shareholders of the corporation as defined 
in Section 166 of the Corporations Code, except at a rate or in a periodic 
amount or within a price range determined by the Board.
       (7)  The appointment of other committees of the Board or the members 
thereof.
       The Board shall designate a chairman for each committee who shall have 
the sole power to call any committee meeting other than a meeting set by the 
Board.  Except as otherwise established by the Board, Article III of these 
By-Laws shall apply to committees of the Board and action by such committees, 
mutatis mutandis.


                   CERTIFICATE OF SECRETARY
  
  
  
       I, the undersigned, do hereby certify:
  
            1.  That I am the duly elected and acting Secretary of North Valley
 Bancorp, a California corporation; and
  
            2.  That the foregoing Bylaws, comprising thirty-two (32) pages, 
including this certificate, constitutes the duly adopted Bylaws of said 
Corporation and said Bylaws have been ratified and approved by the unanimous 
written consent of the Directors of the Corporation, pursuant to Section 307(b)
of the California Corporations Code.
  
       IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the 
seal of said corporation this 20th day of July, 1998.
  
  
             /s/  J. M. Wells, Jr.       
            J. M. Wells, Jr., Secretary