SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               --------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 19, 2002
                               -----------------

                         CALIFORNIA INDEPENDENT BANCORP
               (Exact Name of Registrant as Specified in Charter)

            California                    0-26552                68-0349947
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
          Incorporation)                                     Identification No.)


              1227 Bridge St., Suite C                           95991
                   Yuba City, CA                               (Zip Code)
      (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (530) 674-6000

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



Item 5.  Other Events and Regulation FD Disclosure

     On November 19, 2002,  California  Independent  Bancorp's (the "Company's")
Board of Directors adopted a Shareholder  Rights Agreement that was entered into
on November 25, 2002.

     Under the  Shareholder  Rights  Agreement,  each  shareholder  of record on
December 2, 2002 was  granted,  as a  non-taxable  dividend,  one Right for each
share of common  stock owned.  If a person or group  acquires 15% or more of our
outstanding common stock without approval of our Board of Directors,  within ten
(10) days of such acquisition,  the Right will be exercisable.  Such a person or
group of  persons  is called an  "Acquiring  Person."  If there is an  Acquiring
Person,  all shareholders  other than the Acquiring Person, may purchase from us
upon  exercise  of a Right $160 worth of shares of common  stock at an  exercise
price of $80.  The  Rights  are not  exercisable  unless  and until  there is an
Acquiring  Person.  Initially,  no Rights  Certificates  will be issued  and the
Rights will trade with our common stock.  Only after any person or group becomes
an Acquiring Person, separate Rights Certificates will be mailed to shareholders
of record of the common stock.  After that time, Rights  Certificates alone will
evidence the Rights, and the Rights may be traded and transferred independently.
Under  certain other  conditions,  the Rights may entitle the holder to purchase
the same value of securities  in a company who has acquired  control of us after
the Rights have become exercisable.  In the alternative,  we may issue one share
of common  stock in exchange  for each Right.  Until  exercised,  a Right has no
voting or other shareholder rights. The Rights will expire on November 24, 2012.

     The Board may unilaterally terminate the Rights at any time before a person
becomes an Acquiring Person. The foregoing  description is only a summary and is
qualified in its entirety by reference to the Shareholder  Rights Agreement that
is attached hereto as an exhibit.

     In  addition,  on November  19,  2002,  our Board of  Director  amended the
Company's  Bylaws to  eliminate  shareholder  action by written  consent  and to
expand the notice  period if a  shareholder  wishes to  nominate a person to the
Board. A copy of the Company's  Amended and Restated  Bylaws are attached hereto
as an exhibit.

Item 7.  Financial Statements and Exhibits

         Number   Exhibits

         3.3      Amended and Restated Bylaws adopted on November 19, 2002
         4.1      Shareholder Rights Agreement


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        CALIFORNIA INDEPENDENT BANCORP

Date: December 7, 2002                  By:  /S/ KEVIN R. WATSON
                                             -----------------------------------
                                        Name:  Kevin R. Watson
                                        Title: Chief Financial Officer/Corporate
                                               Secretary  (Principal   Financial
                                               and Accounting Officer)
[{"type": "8-K", "sequence": "1", "filename": "for111902.txt", "secsgml_size_bytes": 4593}]
{"company-data": {"conformed-name": "CALIFORNIA INDEPENDENT BANCORP", "cik": "0000948976", "assigned-sic": "6022", "irs-number": "680349947", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26552", "film-number": "02850096"}, "business-address": {"street1": "1227 BRIDGE STREET", "street2": "SUITE C", "city": "YUBA CITY", "state": "CA", "zip": "95992", "phone": "9166744444"}, "mail-address": {"street1": "P O BOX 1575", "street2": "1005 STAFFORD WAY", "city": "YUBA CITY", "state": "CA", "zip": "95992"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               --------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 19, 2002
                               -----------------

                         CALIFORNIA INDEPENDENT BANCORP
               (Exact Name of Registrant as Specified in Charter)

            California                    0-26552                68-0349947
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
          Incorporation)                                     Identification No.)

              1227 Bridge St., Suite C                           95991
                   Yuba City, CA                               (Zip Code)
      (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (530) 674-6000

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)
Item 5.  Other Events and Regulation FD Disclosure

     On November 19, 2002,  California  Independent  Bancorp's (the "Company's")
Board of Directors adopted a Shareholder  Rights Agreement that was entered into
on November 25, 2002.

     Under the  Shareholder  Rights  Agreement,  each  shareholder  of record on
December 2, 2002 was  granted,  as a  non-taxable  dividend,  one Right for each
share of common  stock owned.  If a person or group  acquires 15% or more of our
outstanding common stock without approval of our Board of Directors,  within ten
(10) days of such acquisition,  the Right will be exercisable.  Such a person or
group of  persons  is called an  "Acquiring  Person."  If there is an  Acquiring
Person,  all shareholders  other than the Acquiring Person, may purchase from us
upon  exercise  of a Right $160 worth of shares of common  stock at an  exercise
price of $80.  The  Rights  are not  exercisable  unless  and until  there is an
Acquiring  Person.  Initially,  no Rights  Certificates  will be issued  and the
Rights will trade with our common stock.  Only after any person or group becomes
an Acquiring Person, separate Rights Certificates will be mailed to shareholders
of record of the common stock.  After that time, Rights  Certificates alone will
evidence the Rights, and the Rights may be traded and transferred independently.
Under  certain other  conditions,  the Rights may entitle the holder to purchase
the same value of securities  in a company who has acquired  control of us after
the Rights have become exercisable.  In the alternative,  we may issue one share
of common  stock in exchange  for each Right.  Until  exercised,  a Right has no
voting or other shareholder rights. The Rights will expire on November 24, 2012.

     The Board may unilaterally terminate the Rights at any time before a person
becomes an Acquiring Person. The foregoing  description is only a summary and is
qualified in its entirety by reference to the Shareholder  Rights Agreement that
is attached hereto as an exhibit.

     In  addition,  on November  19,  2002,  our Board of  Director  amended the
Company's  Bylaws to  eliminate  shareholder  action by written  consent  and to
expand the notice  period if a  shareholder  wishes to  nominate a person to the
Board. A copy of the Company's  Amended and Restated  Bylaws are attached hereto
as an exhibit.

Item 7.  Financial Statements and Exhibits

         Number   Exhibits

         3.3      Amended and Restated Bylaws adopted on November 19, 2002
         4.1      Shareholder Rights Agreement
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        CALIFORNIA INDEPENDENT BANCORP

Date: December 7, 2002                  By:  /S/ KEVIN R. WATSON
                                             -----------------------------------
                                        Name:  Kevin R. Watson
                                        Title: Chief Financial Officer/Corporate
                                               Secretary  (Principal   Financial
                                               and Accounting Officer)