EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                               BOFI HOLDING, INC.

      Pursuant to the provisions of Sections 103 and 242 of the Delaware
Corporation Law, the undersigned certifies as follows:

      1.    The first paragraph of Article IV of the Certificate of
Incorporation of BofI Holding, Inc. is amended in its entirety to provide as
follows:

      "The total number of shares of stock of all classes which the corporation
      shall have authority to issue is 26,000,000, consisting of 25,000,000
      shares of Common Stock having a par value of $0.01 per share, and
      1,000,000 shares of Preferred Stock having a par value of $0.01 per
      share."

      2.    The foregoing amendment was adopted by the directors of the
corporation and by the holders of at least a majority of the outstanding shares
of stock entitled to vote thereon in accordance with the provisions of Section
242 of the Delaware Corporation Law.

      IN WITNESS WHEREOF, BofI Holding, Inc. has caused this certificate to be
signed by its Secretary this 24th day of January, 2005.


                                                /s/ JERRY ENGLERT
                                                -------------------------------
                                                Name: Jerry Englert
                                                Title: Chairman