Exhibit 4.2

                                                  A0512675
                                                  ENDORSED-FILED
                                                  IN THE OFFICE OF THE
                                                  SECRETARY OF STATE
                                                  OF THE STATE OF CALIFORNIA
                                                  AUG 14 1998
                                                  BILL JONES, SECRETARY OF STATE


                             REDWOOD EMPIRE BANCORP

                            CERTIFICATE OF AMENDMENT
                                       OF
              CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES,
               PRIVILEGES AND RESTRICTIONS OF 7.80% NONCUMULATIVE
                 CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES A

The undersigned certify that:

1.        They are the President and the Secretary, respectively, of Redwood
          Empire Bancorp, a California corporation (the "Corporation").

2.        Article Three, subparagraph (c) of the Articles of Incorporation of
          the Corporation grants the Board of Directors of the Corporation the
          authority to decrease the number of shares constituting any series of
          Preferred Stock of the Corporation.

3.        All authorized shares of Series A Preferred Stock having been
          reacquired by the Corporation, the Board of Directors of the
          Corporation adopted a resolution to the following effect:

          RESOLVED, that the number of shares of Series A Preferred Stock is
          decreased from 575,000 to zero. Pursuant to Section 401(e) of the
          California Corporations Code, the first sentence of Section 1 of the
          Certificate of Determination of Series A Preferred Stock is amended to
          read as follows: "The shares of this series shall be undesignated and
          shall consist of zero shares of this Corporation's authorized and
          unissued preferred stock." Pursuant to California Corporations Code
          Section 401(f) the number of shares that were formerly Series A
          Preferred Stock having been reduced to zero, the Certificate of
          Determination for such series shall no longer be in force and the
          series of preferred stock thereunder shall no longer be an authorized
          series of preferred stock of the Corporation. Pursuant to the last
          sentence of California Corporations Code Section 202(e)(3), the shares
          constituting the decrease in the number of shares that were formerly
          Series A Preferred Stock hereby assume the status which they had prior
          to the adoption of the resolution originally fixing the number of
          shares of the series, therefore the 575,000 shares that were formerly
          Series A Preferred Stock become authorized but undesignated shares of
          preferred stock of the Corporation.

4.        The foregoing amendment of Certificate of Determination has been duly
          approved by the Board of Directors of the Corporation.

5.        The foregoing amendment of Certificate of Determination, pursuant to
          the Articles of Incorporation of the Corporation and Section 401(c) of
          the California Corporations Code, is one which may be adopted by the
          board alone and does not require approval by the outstanding shares.




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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:      August 11, 1998
           ---------------



                                 /s/ Patrick  W. Kilkenny
                                 --------------------------------------------
                                 Patrick W. Kilkenny, President



                                 /s/ Marta J. Idica
                                 --------------------------------------------
                                 Marta J. Idica, Secretary




                                                      (Office of the
                                                       Secretary of State
                                                       Seal)







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