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                                                                   EXHIBIT 4.2

                  PACIFIC CREST CAPITAL,  INC.

9.375% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE OCTOBER 1, 2027

            OFFICERS' CERTIFICATE AND COMPANY ORDER


     Pursuant to the Indenture dated as of September 22, 1997 (the
"Indenture"), between Pacific Crest Capital, Inc., a Delaware corporation (the
"Company") and Wilmington Trust Company, as Debenture Trustee (the "Debenture
Trustee") and resolutions adopted by the Pricing Committee of the Company's
Board of Directors on September 16, 1997; this Officers' Certificate is being
delivered to the Debenture Trustee to establish the terms of one series of
securities (the "Securities") in accordance with Section 3.1 of the Indenture,
to establish the form of the Securities of such series in accordance with
Section 2.1 of the Indenture, to request the authentication and delivery of the
Securities of such series pursuant to Section 3.3 of the Indenture and to
comply with the provisions of Section 1.2 of the Indenture.  This Officers'
Certificate shall be treated for all purposes under the Indenture as a
supplemental indenture thereto.

     All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities and (ii) the form of Securities of
such series have been complied with.

     Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

     I.   ESTABLISHMENT OF SERIES OF SECURITIES PURSUANT TO SECTION 3.1 OF THE
INDENTURE.

     There are hereby established pursuant to Section 3.1 of the Indenture a
series of Securities which shall have the following terms:

          A.   The Securities of such series shall bear the title "9.375%
Junior Subordinated Deferrable Interest Debentures Due October 1, 2027."

          B.   The aggregate principal amount of such series of Securities to
be issued pursuant to this Officers' Certificate and Company Order shall be
limited to $17,783,510 (except for Securities authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 of the
Indenture and except for any Securities which, pursuant to Section 3.3 of the
Indenture, are deemed never to have been authenticated and delivered
thereunder).

          C.   The date on which the principal of the Securities is due and
payable shall be October 1, 2027.

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          D.   The Securities shall bear interest at the rate of 9.375% per
annum (based upon a 360-day year of twelve 30-day months), from and including
the date of original issuance or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, payable quarterly in arrears on the 15th day of March, June, September
and December in each year (each, an "Interest Payment Date"), commencing
December 15, 1997, until the principal thereof is paid or made available for
payment.  The Business Day next preceding an Interest Payment Date shall be the
"Regular Record Date" for the interest payable on such Interest Payment Date.
Accrued interest that is not paid on such applicable Interest Payment Date will
bear additional interest on the amount thereof (to the extent permitted by law)
at a rate per annum of 9.375% thereof compounded quarterly.

     In addition, so long as no Event of Default with respect to the Securities
has occurred or is continuing, the Company has the right under the Indenture at
any time during the term of such Securities to defer the payment of interest at
any time or from time to time for a period not exceeding 20 consecutive
quarterly periods with respect to each Extension Period, provided that no
Extension Period may extend beyond the Stated Maturity.  At the end of such
Extension Period, the Company must pay all interest then accrued and unpaid
(together with interest thereon at the annual rate of 9.375%, compounded
quarterly, to the extent permitted by applicable law).

          E.   Principal of (and premium, if any) and interest on the
Securities will be payable, and, except as provided in Section 3.5 of the
Indenture with respect to a Global Security (as defined below), the transfer of
the Securities will be registrable and Securities (except as provided in
paragraph (Q) hereof) will be exchangeable for Securities bearing identical
terms and provisions at the corporate trust office of Wilmington Trust Company
in the City of Wilmington, Delaware.

          F.   The Securities will be redeemable in whole at any time and in
part from time to time, at the option of the Company at any time on or after
October 1, 2002, subject to the Company having received prior regulatory
approval if then so required, at a redemption price equal to the accrued and
unpaid interest on the Securities so redeemed to the date fixed for redemption,
plus 100% of the principal amount thereof.

     In addition, upon the occurrence of a Tax Event, an Investment Company
Event or a Capital Treatment Event (as each such term is defined below) the
Company may, at its option and subject to receipt of prior regulatory approval
if then required under applicable capital guidelines or policies, prepay the
Securities in whole (but not in part) at any time within 90 days of the
occurrence of such Tax Event, Investment Company Event or a Capital Treatment
Event, at a redemption price equal to the accrued and unpaid interest on the
Securities so redeemed to the date fixed for redemption, plus 100% of the
principal amount thereof.

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     "Tax Event" means the receipt by the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Preferred Securities of the Trust, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such opinion,
subject to United States Federal income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company on the
Securities is not, or within 90 days of the date of such opinion, will not be,
deductible by the Company, in whole or in part, for United States Federal
income tax purposes, or (iii) the Trust is, or will be within 90 days of the
date of such opinion, subject to more than a DE MINIMIS amount of other taxes,
duties or other governmental charges.

     "Investment Company Event" means, in respect of the Trust, the receipt by
the Trust of an Opinion of Counsel, rendered by a law firm experienced in such
matters, to the extent that, as a result of a change in law or regulation or a
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, the Trust is or will
be considered an "investment company" that is required to be registered under
the 1940 Act, which change becomes effective on or after the date of original
issuance of the Preferred Securities of the Trust.

     "Capital Treatment Event" means, in the event that the Company becomes
subject to capital adequacy guidelines, the reasonable determination by the
Company that, as a result of any amendment to, or change (including any
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such prospective change, pronouncement or decision is announced on
or after the date of the issuance of the Preferred Securities of the Trust,
there is more than an insubstantial risk of impairment of the Company's ability
to treat an amount equal to the Liquidation Amount of the Preferred Securities
as "Tier I Capital" (or the then equivalent thereof) for purposes of the
capital adequacy guidelines of the primary federal regulator of the Company, as
then in effect and applicable to the Company.

          G.   The Company shall not be obligated to redeem or purchase any
Securities pursuant to any sinking fund or analogous provisions or at the
option of the Holder.

          H.   The Securities will be issued only in fully registered form and
the authorized minimum denomination of the Securities shall be $10.00 and any
integral multiple of $10.00 in excess thereof.

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          I.   The Securities shall be denominated, and payments of principal
of (and premium, if any) and interest on the Securities of such series will be
made, in United States dollars.

          J.   The Securities shall be subject to the Events of Default
specified in Section 5.1, paragraphs (1) through (5), of the Indenture.

          K.   The portion of the principal amount of the Securities which
shall be payable upon declaration of acceleration of maturity thereof shall not
be other than the principal amount thereof, provided, that, if such
acceleration is declared by the Holders of at least 25% in aggregate
liquidation amount of the Preferred Securities then outstanding, then, upon
such declaration of acceleration, the Securities which shall be payable shall
be the principal amount thereof plus accrued interest (including any Additional
Interest).

          L.   The Securities will be issued in fully registered form, without
coupons.  The Securities will not be issued in bearer form.

          M.   The amount of payments of principal of and any premium or
interest on the Securities will not be determined with reference to an index.

          N.   The Securities shall not be issued in the form of a temporary
Global Security (as defined below).

          O.   The Securities will initially be in certificated form 
registered in the name of the name of Wilmington Trust Company as Property 
Trustee for the Trust (the "Certificated Securities").  The Securities may, 
in the sole discretion of the Company, be deposited with, and on behalf of, 
The Depository Trust Company, New York, New York, as Depositary, and will be 
represented by a global security (a "Global Security") registered in the name 
of a nominee of the Depositary.  If, and so long as the Depositary or its 
nominee is the registered holder of any Global Security, the Depositary or 
its nominee, as the case may be, will be considered the sole Holder of the 
Securities of such series represented by such Global Security for all 
purposes under the Indenture and the Securities.  The Certificated Securities 
or the Global Securities, as the case may be, shall bear no legends.

          P.   The Trustee shall be Paying Agent.

          Q.   The Securities will not be convertible into any other securities
or property of the Company.  The Securities of any series may not be exchanged
for Securities of any other series.

          R.   The Trust Agreement, the Amended and Restated Trust Agreement
and the Guarantee Agreement are in the forms attached hereto as Exhibits A, B,
and C respectively.

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          S.   The Securities are subordinate and subject in right of payment 
to the prior payment in full of all amounts then due and payable in respect 
of all Senior and Subordinated Debt, as provided in the Indenture.

          T.   The Securities shall have additional terms, which terms shall
not be inconsistent with the provisions of the Indenture.


     II.  ESTABLISHMENT OF FORMS OF SECURITIES PURSUANT TO SECTION 2.1 OF
INDENTURE.

     It is hereby established pursuant to Section 2.1 of the Indenture that the
Securities shall be substantially in the form attached as Exhibit D hereto.

     III. ORDER FOR THE AUTHENTICATION AND DELIVERY OF SECURITIES PURSUANT TO
SECTION 3.3 OF THE INDENTURE.

     It is hereby ordered pursuant to Section 3.3 of the Indenture that the
Trustee authenticate, in the manner provided by the Indenture, Securities in
the aggregate principal amount of $17,783,510 registered in the name of
Wilmington Trust Company, as Property Trustee, which Securities have been
heretofore duly executed by the proper officers of the Company and delivered to
you as provided in the Indenture, and to deliver said authenticated Securities
to Wilmington Trust Company or its custodian on or before 9:30 a.m., Los
Angeles time, on September 22, 1997.

     IV.  OTHER MATTERS.

     Attached as Exhibit E hereto are true and correct copies of resolutions
adopted by the Pricing Committee of the Board of Directors of the Company  at a
meeting on September 16, 1997.   Attached as Exhibit F hereto are true and
correct copies of resolutions adopted by the Board of Directors of the Company
at a meeting on August 6, 1997. Such resolutions have not been further amended,
modified or rescinded and remain in full force and effect; and such resolutions
(together with this Officers' Certificate) are the only resolutions or other
action adopted by the Company's Board of Directors or any committee thereof or
by any Authorized Officers relating to the offering and sale of the Securities.

     The undersigned have read the pertinent sections of the Indenture
including the related definitions contained therein.  The undersigned have
examined the resolutions adopted by the Board of Directors and the Pricing
Committee of the Board of Directors of the Company.  In the opinion of the
undersigned, the undersigned have made such examination or investigation as is
necessary to enable the undersigned to express an informed opinion as to
whether or not the conditions precedent to the establishment of (i) a series of
Securities, (ii) the forms of such Securities and (iii) authentication of such
series of Securities, contained in the Indenture have been complied with.  In
the opinion of the undersigned, such conditions have been complied with.

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     IN WITNESS WHEREOF, the undersigned have executed this Certificate this
22nd day of September 1997.



                                   PACIFIC CREST CAPITAL, INC.


                                   By: /s/ ROBERT J. DENNEN
                                       ------------------------------
                                        Name: Robert J. Dennen
                                        Title: Chief Financial Officer

                                   By   /s/ GARY WEHRLE
                                       ------------------------------
                                        Name: Gary Wehrle
                                        Title: President, CEO

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