Exhibit 3.1


                                         A419130
                                         ENDORSED
                                         FILED
                                         In the office of the Secretary of State
                                         Of the State of California
                                         June 4, 1992
                                         March Fong Eu, Secretary of State



                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION


Barry S. Slatt and Marta J. Idica certify that:

1.   They are the president and the secretary,  respectively,  of Redwood Empire
     Bancorp, a California Corporation.

2.   Article  Three of the  Articles of  Incorporation  of this  corporation  is
     amended to read as follows:

     THREE: AUTHORIZED STOCK

     (a) The  Corporation  is  authorized  to issue two classes of stock,  which
shall be designated respectively "Common Stock" and "Preferred Stock."

     (b) The  number  of  shares  of  Common  Stock  which  the  Corporation  is
authorized to issue is 10,000,000.

     (c) The  number of shares  of  Preferred  Stock  which the  Corporation  is
authorized  to issue is 2,000,000.  The Preferred  Stock may be issued in one or
more series.  The Board of Directors is authorized to fix the number of any such
series of Preferred  Stock and to determine the  designation of any such series.
The Board of Directors is further  authorized  to determine or alter the rights,
preferences,  privileges, and restrictions granted to or imposed upon any wholly
unissued  series of  Preferred  Stock and,  within  the limits and  restrictions
stated in any  resolution or  resolutions  of the Board of Directors  originally
fixing the number of shares  constituting  any  series,  to increase or decrease
(but not below the number of shares of such series then  outstanding) the number
of  shares  of any such  series  subsequent  to the  issuance  of shares of that
series.


3.   The foregoing amendment of articles of incorporation has been duly approved
     by the board of directors.

4.   The foregoing amendment of articles of incorporation has been duly approved
     by the required vote of  shareholders in accordance with Section 902 of the
     Corporations   Code.  The  total  number  of  outstanding   shares  of  the
     corporation  was 1,823,283 as of the record date April 1, 1992.  The number
     of shares  voting in favor of the  amendment  equaled or exceeded  the vote
     required. The percentage vote required was more than 50%.


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<PAGE>

We further  declare  under  penalty of perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.





DATE:    5-28     ,  1992              /s/ Barry S. Slatt
         ---------                     -----------------------------
                                       Barry S. Slatt, President


DATE:    5-28     ,  1992              /s/ Marta J. Idica
         ---------                     -----------------------------
                                       Marta J. Idica, Secretary
















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