  The CKM-matrix V is written as a linear combination of the unit matrix I and
a matrix U which causes intergenerational-mixing. It is shown that such a V
results from a class of quark-mass matrices. The matrix U has to be hermitian
and unitary and therefore can depend at most on 4 real parameters. The
available data on the CKM-matrix including CP-violation can be reproduced by
$V=(I+iU)/\sqrt{2}$. This is also true for the special case when U depends on
\textit{only 2 real parameters}. There is no CP-violating phase in this
parametrization. Also, for such a V the invariant phase $\Phi \equiv \phi
_{12}+\phi_{23}-\phi_{13}$, satisfies a criterion suggested for `maximal'
CP-violation.
