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                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

         Prime Holding Company, a corporation organized and existing under and
by virtue of Section 242 of the General Corporation Law of the State of Delaware
(the "Corporation").

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:

         RESOLVED, that ARTICLE I of the Certificate of incorporation is hereby
         amended in its entirety to read as follows:

                                   "ARTICLE I

         The name of the Corporation is TEXAS ALLIED BANCSHARES, INC."

         SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said Corporation caused this certificate to be
signed by David L. Cargill, its Secretary, this 20th day of March, 1998.



                                                         /s/ David L. Cargill
                                                         -----------------------
                                                         David L. Cargill
                                                         Secretary