<PAGE>
       As filed with the Securities and Exchange Commission on August 9, 1996

                                                            Registration No. 33-
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       Form S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933

                            CALIFORNIA INDEPENDENT BANCORP
- --------------------------------------------------------------------------------
                  (Exact name of issuer as specified in its charter)

              California                              68-0349947
- --------------------------------------------------------------------------------
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
    incorporation or organization)

1005 Stafford Way, Yuba City, California                  95991
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                            CALIFORNIA INDEPENDENT BANCORP
                                1996 STOCK OPTION PLAN
                                ----------------------
                               (Full title of the plan)

                                  Annette Bertolini
                                Senior Vice President
                            California Independent Bancorp
                                  1005 Stafford Way
                             Yuba City, California 95991
                        --------------------------------------
                       (Name and address of agent for service)

                                    (916) 674-4444
- --------------------------------------------------------------------------------
             (Telephone number, including area code of agent for service)

         The Commission is requested to send copies of all communications to:
                                 David J. Block, Esq.
                Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
                            333 Market Street, 27th Floor
                           San Francisco, California 94105
                              Telephone:  (415) 957-1800

                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------

   TITLE OF SECURITIES   AMOUNT TO BE       PROPOSED MAXIMUM   PROPOSED MAXIMUM
   TO BE REGISTERED      REGISTERED(3)      OFFERING PRICE         AGGREGATE            AMOUNT OF
     ---------------     ------------         PER SHARE(4)      OFFERING PRICE(2)   REGISTRATION FEE
                                            -----------------  -----------------   ----------------
- -------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                  <C>                 <C>
Common Stock,
no par value                 101,337            $22.50            $2,280,082.50          $786.24

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------

</TABLE>

(3) The number of shares to be registered is subject to further increase
    pursuant to the adjustment provisions of the 1989 Amended and Restated
    Stock Option Plan.

(4) Computed pursuant to Rule 457(h) based upon the average of the high and low
    bid and asked prices on August 5, 1996.


<PAGE>

                                  TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----


GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Amendments and Termination . . . . . . . . . . . . . . . . . . . . . . . 2

SECURITIES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . . 2
    Adjustment of and Changes in the Shares. . . . . . . . . . . . . . . . . 2

PARTICIPANTS IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . 3

PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
    FOR SECURITIES OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . 4
    In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
    Termination of Employment, or Status as a Director or Officer. . . . . . 5
    Death or Disability of Optionee. . . . . . . . . . . . . . . . . . . . . 5

RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

TAX EFFECTS OF PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . 6
    Nonstatutory Stock Options . . . . . . . . . . . . . . . . . . . . . . . 6
    Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . 7

ASSIGNMENT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION . . . . . . . . . . . . 8





                                          ii

<PAGE>




PROSPECTUS

                            CALIFORNIA INDEPENDENT BANCORP
                                  1005 Stafford Way
                             Yuba City, California 95991
                                    (916) 674-4444

                       ----------------------------------------

                                     Common Stock
                                    (No Par Value)

                                1996 STOCK OPTION PLAN

    This Prospectus relates to 101,337 shares of no par value Common Stock of
California Independent Bancorp (the "Company") issuable upon the exercise of
options under the 1996 Stock Option Plan of the Company (the "Plan") to eligible
directors, employees and officers of the Company and Affiliates(1) of the
Company.

    Except for shares owned by directors and officers of the Company and any
other persons who become "affiliates"(2) of the Company by virtue of the 
number of shares owned, the shares will be freely transferable immediately 
upon issuance and will not be subject to any specific transfer restrictions.  
Directors and officers of the Company and other affiliates may offer and sell 
securities purchased under the Plan only in transactions registered or exempt 
from the registration requirements of the Securities Act of 1933, as amended 
(the "1933 Act").  This Prospectus does not meet the 1933 Act registration 
requirements for resales of shares acquired under the Plan by affiliates of 
the Company; accordingly, this Prospectus cannot be used for the resale of 
shares acquired through the Plan by those persons.

                            -----------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
         BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
         COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
         PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
         CRIMINAL OFFENSE.

                            -----------------------------

- --------------------
(1) The capitalized term "Affiliate" has the specific meaning set forth in the
    Plan.  See "DESCRIPTION OF THE PLAN -- Purpose".

(2) Where "Affiliate" is not capitalized, the term has the meaning set forth in
    the rules and regulations promulgated under the Securities Act of 1933, as
    amended.

                   The date of this Prospectus is August 9, 1996.


<PAGE>

                               GENERAL PLAN INFORMATION

INTRODUCTION

    The Company is offering for sale up to 101,337 shares of its no par value
common stock (the "Common Stock") in accordance with the terms and conditions of
the Company's 1996 Stock Option Plan (the "Plan").  Participants may obtain
additional information about the Plan and its administration by contacting the
Company at 1005 Stafford Way, Yuba City, California 95991.  Telephone: (916)
674-4444.

    The Plan was adopted by the Board of Directors of the Company on April 9,
1996, and was approved by the shareholders at the Company's 1996 Annual Meeting
of Shareholders on May 29, 1996.  The Plan will expire on April 9, 2006, or ten
years from its adoption by the Company's Board of directors, unless terminated
earlier by the Board of Directors, or a committee of the Board of Directors
appointed to administer the Plan.

    The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").

PURPOSE

    The purpose of the Plan is to secure for the Company and its shareholders
the benefits of the incentive inherent in the ownership of Common Stock of the
Company by those directors, officers and employees of the Company and its
Affiliates who share in the responsibility for the Company's future growth and
success.  The word "Affiliate" as used in the Plan means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the
Company, if at the time of granting of an option, each such bank or corporation
other than the last in that chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other banks or corporations in the chain.

ADMINISTRATION

    The Plan provides for administration by a committee of the Board of
Directors (the "Committee"), composed of not less than two (2) directors.  Each
member of the Committee must qualify as a "disinterested person," as defined in
the regulations of the Securities and Exchange Commission ("SEC") promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  All of the directors qualify as "disinterested persons" under
SEC regulation 16b-3 and, accordingly, are eligible to serve as members of the
Committee.  The Board of Directors has appointed William H. Gilbert, David A.
Offutt, and William K. Retzer as members of the Committee.  The Committee has
the power to make all


<PAGE>

determinations necessary or advisable for the administration of the Plan
including, but not limited to, determining which persons meet the requirements
for selection as participants within the framework of the Plan and establishing
the terms and conditions of options granted.  The members of the Committee serve
at the pleasure of the Board of Directors.

AMENDMENTS AND TERMINATION

    The Board of Directors has complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors will not, without
the approval of the shareholders of the Company: (i) materially increase the
benefits accruing to participants under the Plan; (ii) increase the number of
securities which may be issued under the Plan; or (iii) modify the requirements
as to eligibility for participation in the Plan.  In addition, the provisions of
the Plan governing the terms and conditions on which options may be granted may
not be amended more than once every six (6) months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended (the "Code"), the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder.  Except as provided in the section on "Adjustment of and
Changes in the Shares" herein, no termination, modification or amendment may
adversely affect any option previously granted under the Plan without the
consent of the optionee.

                               SECURITIES TO BE OFFERED

    The Board of Directors has approved the reservation of 141,955 of the
authorized but unissued shares of Common Stock of the Company for issuance under
the Plan.  The Articles of Incorporation of the Company authorize Twenty Million
(20,000,000) shares of Common Stock, of which 1,451,278 shares were issued and
outstanding on June 14, 1996.

    In addition, as is discussed in detail below, the shares reserved for
issuance under the Plan may also be adjusted to reflect other events affecting
the outstanding shares of Common Stock, such as a stock split or a change in or
exchange of the shares of stock or other securities of the Company, whether by
reason of reorganization, merger, reclassification of shares or otherwise.

ADJUSTMENT OF AND CHANGES IN THE SHARES

    The Plan provides for adjustment in the number of shares of Common Stock
authorized under the Plan or covered by options granted to an optionee to
protect against dilution in the event of certain changes in the Company's
capitalization, such as a stock split or dividend.


                                          2
<PAGE>

    In the event of sale, dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the immediate
termination of every option outstanding under the Plan prior to the consummation
of such proposed action.  In the event of a merger or consolidation in which the
Company is not the surviving or resulting corporation (other than a merger or
consolidation solely for the purpose of charter migration), every option
outstanding under the Plan shall be assumed on its terms and conditions, both as
to the number of shares and otherwise, by the surviving or resulting corporation
or a parent or subsidiary of the surviving or resulting corporation; provided,
however that if the surviving or resulting corporation does not provide for such
assumption or substitution of equivalent options, the optionee shall have the
right immediately prior to such merger or consolidation to notification thereof
as soon as practicable and, thereafter, to exercise the optionee's option to
purchase the shares subject thereto to the extent of any unexercised portion of
the option, regardless of the vesting provisions of the Plan.  This right of
exercise is conditioned upon the execution of a final plan of dissolution or
liquidation or a definitive agreement of merger or consolidation.

    The grant of an option pursuant to the Plan will not, however, affect in
any way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                               PARTICIPANTS IN THE PLAN

    Options may be granted pursuant to the Plan to full-time employees and
officers of the Company and its Affiliates and to non-employee directors of the
Company.  Incentive stock options may only be granted to full-time salaried
employees of the Company and its Affiliates.  The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by an optionee
during a calendar year (under all plans of the Company and its Affiliates) shall
not exceed $100,000.  Any option not qualifying hereunder will be a nonstatutory
stock option.

    Non-employee directors of the Company shall be granted options pursuant to
a formula in the Plan based, in material part, upon the number of remaining
options available and non-employee directors; attendance at Board of Directors
and committee meetings; and the total number of shares available to all
non-employee directors in accordance with the terms of the Plan.  Shares not
granted pursuant to the formula detailed in the Plan shall be allocated evenly
among the eligible non-employee directors.  The grant of shares in any calendar
year for service as a non-employee director in the previous calendar year shall
be defined as an "Annual Grant."


                                          3

<PAGE>

               PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
                                FOR SECURITIES OFFERED

IN GENERAL

    Each optionee will enter into a stock option agreement with the Company,
which agreement will state the number and purchase price of the shares subject
to the option.

    No option may be exercised by any optionee unless and until the optionee
has served continuously as a director or full-time officer or employee for a
period of six (6) months from the date of grant of such option (the "Vesting
Period"), except as otherwise provided below.  See "Termination of Employment,
or Status as a Director or Officer," "Death or Disability of Optionee" and
"Adjustment of and Changes in the Shares," herein.  Options granted to
non-employee directors shall be exercisable upon the later of the expiration of
six (6) months from the date of grant or such time as such non-employee director
has completed ten (10) years of continuous service as a director of Feather
River State Bank, an affiliate of the Company.  All other options granted
pursuant to the Plan shall vest in such manner as determined by resolution of
the Stock Option Committee at the rate of at least twenty percent (20%) per year
up to but not exceeding five (5) years from the date the option is granted;
provided, however, that the Committee may, in its sole discretion, accelerate
the time of exercise of any option.  If an incentive stock option is granted to
an optionee who owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company and its affiliates,
such option by its terms shall not be exercisable after the expiration of five
(5) years from the date such option is granted.  Each option may be exercised
for a period not exceeding ten (10) years from the date of grant subject to the
vesting provisions herein and to a determination of the Committee that an option
may expire in such lesser period of time as they may determine in their sole
discretion.

    The purchase price under each option will be not less than 100% of the fair
market value of the shares of Common Stock subject thereto on the date said
option is granted and must be paid in full at the time the option is exercised
by cash, certified check, official bank check, or the equivalent thereof; or by
shares of Common Stock with a fair market value as of the date of exercise equal
to the purchase price; or by shares of Common Stock with a fair market value as
of the date of exercise less than the full amount of the purchase price plus
cash, certified check, official bank check or the equivalent thereof equal to
the remaining amount of the purchase price.  If, however, an optionee who has
been granted an incentive stock option owns stock of the Company possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company and its affiliates, the option price of any option granted
to the optionee may not be less than one hundred ten percent (110%) of the fair
market value of the shares of Common Stock


                                          4

<PAGE>

subject thereto on the date the option is granted.  The fair market value of the
shares of Common Stock subject to options may be determined by the Committee
using any reasonable valuation method.

TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER

    If an optionee ceases to be an employee, director or officer of the Company
for any reason other than his or her death or disability or cause, the
optionee's right to exercise options to the extent such options were exercisable
by the optionee on the date of such termination will terminate within three (3)
months and one (1) day following such termination, provided the date of exercise
is in no event after the expiration of the term of the option.

    If any optionee is removed for cause as defined in the Plan his or her
right to exercise any option previously granted pursuant to the Plan will cease
immediately.

DEATH OR DISABILITY OF OPTIONEE

    If an optionee's employment or status as an officer or director is
terminated by death or disability, such optionee or such optionee's qualified
representative (in the event of mental disability) or the optionee's estate (in
the event of death) may exercise any option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability within twelve (12) months following the date of such death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.

                                RESTRICTIONS ON RESALE

    Shares owned by the directors and certain officers of the Company and its
subsidiaries, as affiliates of the Company, are subject to restrictions on
transfer and resale.  Directors, certain officers and other affiliates of the
Company may offer and sell securities purchased under the Plan only in
transactions registered under or exempt from the registration requirements of
the 1993 Act.

    The Common Stock of the Company is registered under the 1934 Act.
Accordingly, every officer, director and beneficial owner of more than ten
percent (10%) of the Common Stock of the Company is subject to the short-swing
profit recovery provisions of Section 16(b) of the 1934 Act.  Generally, Section
16(b) provides that the Company may recover any profit realized by any of these
persons resulting from any purchase and sale (or sale and purchase) of the
Common Stock of the Company if the transactions occur within a period of less
than six (6) months of one another.


                                          5

<PAGE>

    Directors and officers are cautioned to consult with counsel regarding
their status as affiliates and the application of Section 16(b) to any grant or
exercise of an option and any sales of shares of Common Stock of the Company
within a period of less than six (6) months before or after any such exercise or
grant.


                          TAX EFFECTS OF PLAN PARTICIPATION

    The following summary is intended only as a general discussion and should
not be relied upon by an optionee to determine the tax consequences of the grant
or exercise of any option or the sale of shares acquired after exercise.  The
federal tax consequences of stock options are complex and subject to change.  In
addition, an optionee's particular situation may be such that some variation of
the general rule is applicable.  PARTICIPANTS IN THE PLAN ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS BEFORE EXERCISING OPTIONS OR SELLING SHARES ACQUIRED
BY EXERCISING OPTIONS.

NONSTATUTORY STOCK OPTIONS

    An optionee who is granted a nonstatutory option in connection with the
performance of services generally realizes no ordinary income at the time of
grant.  In most cases, the optionee will realize compensation income and
consequently be subject to federal income tax at the time the optionee exercises
the option with a cash payment.  The optionee must include as ordinary income
the excess, if any, of the fair market value of the stock received over the
exercise price.

    A significant exception exists, however, concerning the time as of which an
optionee realizes ordinary income resulting from the exercise of a nonstatutory
option.  An optionee will not realize income upon the exercise of the option and
receipt of stock if the stock is not transferable and is subject to a
substantial risk of forfeiture.  The optionee will realize income at the moment
either restriction lapses, however.  Moreover, for purposes of determining
whether any gain realized upon subsequent sale of the stock will be treated as
long-term or short-term capital gain, the holding period will not begin to run
until the date on which the optionee realizes income attributable to the
exercise of the option.  As the amounts included in income are deemed to be
supplementary compensation, the Company must withhold tax with respect to this
income, and will forfeit its deduction if it does not withhold.

    The basis for determining gain or loss on the sale of stock received
through the exercise of a nonstatutory option is the amount paid for the stock
plus the amount included in income on the exercise of the option.

    Where payment of the option price at exercise is made in whole or in part
through the delivery of shares of stock already owned by the optionee ("Owned
Shares"), further tax considerations apply.  Gain or loss will not be recognized
for tax


                                          6

<PAGE>

purposes upon disposition of Owned Shares delivered in payment of the option
price.  A number of shares received on exercise equal to the number delivered
("Exchange Shares") will have the same basis and holding period as the Owned
Shares.  Whether the Internal Revenue Service will allow such nontaxable
treatment where the nonstatutory option is exercised with Owned Shares which
were acquired pursuant to the exercise of an incentive stock option is
uncertain.  The fair market value of the remaining shares received on exercise
("Additional Shares") is compensation for services and ordinarily is includable
in the gross income of the optionee in the year of exercise.  The holding period
for determining capital gain or loss for such Additional Shares generally begins
the day after the exercise date.

INCENTIVE STOCK OPTIONS

    An optionee who is granted an incentive stock option realizes no ordinary
income either at the time of the grant or at the time of exercise of the option,
provided that the optionee is an employee of the Company or its Affiliates at
the time of the grant of the option and is in the employ of the Company or its
Affiliates for at least three (3) months prior to the time of exercise of the
option.  An optionee will recognize income at the  time of sale of the stock
acquired by means of the exercise of an incentive stock option based upon the
spread between the option price and the amount realized upon the sale of stock.

    In order to qualify for capital gains treatment upon disposition of stock
following exercise of an incentive stock option, the optionee may not dispose of
the stock for at least two (2) years from the date the option was granted and
must hold the stock itself for at least one year after the exercise of the
option.  If these holding periods are not met it is considered to be a
"disqualifying disposition" and the optionee must pay tax at the ordinary income
based upon the spread between the option price and the fair market value of the
stock at the time of exercise in the year of the disqualifying disposition.

    Where payment of the option price at exercise is made in whole or in part
through Owned Shares, further tax considerations apply.  Gain or loss will not
be recognized for tax purposes upon disposition of Owned Shares delivered in
payment of the option price.  Exchange Shares will have the same basis and
holding period as the Owned Shares.  The fair market value of the Additional
Shares is compensation for services and ordinarily is includable in the gross
income of the optionee in the year of exercise.  The holding period for
determining capital gain or loss for such Additional Shares generally begins the
day after the exercise date.



                                          7

<PAGE>

                                ASSIGNMENT OF INTEREST

    No option is transferable by the optionee otherwise than by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of ERISA.

                 REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION

    Upon the written or oral request of anyone to whom this Prospectus is
delivered, the Company will provide without charge a copy of its latest annual
report to shareholders (which includes audited consolidated financial
statements) and any and all of the information that has been incorporated by
reference into the Registration Statement filed with the Securities and Exchange
Commission, of which this Prospectus is  part, under the 1933 Act, as amended,
with respect to the Common Stock offered hereby (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates).

    Additional updating information with respect to the securities covered in
this Prospectus may be provided in the future by means of appendices which the
Company will deliver or cause to be delivered to each employee, director or
officer who participates in or is selected to participate in the Plan.  When
updated information is so furnished, documents previously delivered to
participants may not be redelivered, but upon the oral or written request of any
participant, the Company will provide without charge to any participant a copy
of all documents that then constitute the Plan Prospectus.

    Upon the written or oral request of any participant in the Plan to whom
this Prospectus is delivered, the Company will provide without charge a copy of
any of the following materials:  (i) the Bank's or Company's latest Annual
Report to Shareholders, as applicable; (ii) the Bank's or Company's latest
Annual Report on Form 10-K, as applicable; (iii) the latest prospectus filed by
the Company pursuant to Rule 424(b) under the 1933 Act that contains audited
financial statements for the Bank's or Company's latest fiscal year for which
such statements have been filed; or (iv) any effective Exchange Act registration
statement on Form 10 containing audited financial statements for the Bank's or
Company's latest fiscal year.

    The Company will deliver or cause to be delivered to all Plan participants
who do not otherwise receive such material or who orally or in writing request
such material, copies of all reports, proxy statements and other communications
distributed to the shareholders of the Company generally.


                                          8

<PAGE>

    All such requests should be directed to the Company at its offices at
1005 Stafford Way, Yuba City, California 95991, Attention:  Annette Bertolini,
Corporate Secretary.  Telephone:  (916) 674-4444.


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    The following documents are incorporated herein by reference.  In addition,
all documents subsequently filed by the Company pursuant to Sections 13, 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.

    1.1  Description of the Company's Common Stock and other securities
         contained in the Company's Amendment No. 2 to Registration Statement
         on Form 10, filed with the Securities and Exchange Commission on April
         13, 1996, pursuant to Section 12(g) of the Exchange Act.

    1.2  California Independent Bancorp Form 10-K for the fiscal year ended
         December 31, 1995.

    1.3  California Independent Bancorp Form 10-Q for the quarter ended March
         31, 1996.

    1.4  Current Report on Form 8-K dated June 18, 1996.

Item 4.  Description of Securities.

    The Common Stock of the Company is registered pursuant to Section 12(g) of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Insert any provisions of Articles or Bylaws regarding indemnification.


                                          9

<PAGE>

    The Company shall indemnify its "Agents," as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended from time to time, or as permitted by any successor statute to Section
317, and by the Company's Articles of Incorporation.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

         4.   California Independent Bancorp 1996 Stock Option Plan and form of
              Nonstatutory and Incentive Stock Option Agreements.

         5.   Opinion of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
              as to the validity of securities being registered.

         15.  Not applicable.

         23.1 Consent of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
              is contained in that firm's opinion as Exhibit 5 to this
              Registration Statement.

         23.2 Consent of Arthur Andersen LLP, independent public accountants
              for California Independent Bancorp.

         24.  Power of Attorney.

         99.  Not applicable.

Item 9.  UNDERTAKINGS.

    (a)  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i)       To include any prospectus required by Section 10(a)(3)
         of the Securities Act of 1933;

              (ii)      To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or
         in the


                                          10

<PAGE>

         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

              (iii)     To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
person of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against


                                          11

<PAGE>

public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                          12

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Yuba City, State of California, on July 9, 1996.

                                       CALIFORNIA INDEPENDENT BANCORP



                                       By: /s/ Robert J. Mulder
                                         -------------------------------------
                                            Robert J. Mulder
                                            President and Chief
                                            Executive Officer




                                          13

<PAGE>

                                  POWER OF ATTORNEY

    Each person whose signature appears below hereby constitutes and appoints
Robert J. Mulder and Annette Bertolini and each of them, his or her true and
lawful attorney-in-fact and agent, with full powers of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
and to file any and all amendments, including pre- and/or post-effective
amendments to this Registration Statement, with the Securities and Exchange
Commission, granting to said attorney-in-fact full power and authority to
perform any other act on behalf of the undersigned required to be done in
connection therewith.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.


/s/ ANNETTE BERTOLINI                                 July  9, 1996
- -------------------------------------------------
ANNETTE BERTOLINI
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/ HAROLD M. EASTRIDGE                               July  9, 1996
- -------------------------------------------------
HAROLD M. EASTRIDGE
Director




/s/ WILLIAM H. GILBERT                                July  9, 1996
- -------------------------------------------------
WILLIAM H. GILBERT
Director




/s/ DALE L. GREEN                                     July  9, 1996
- -------------------------------------------------
DALE L. GREEN
Director




/s/ LAWRENCE G. HARRIS                                July  9, 1996
- -------------------------------------------------
LAWRENCE G. HARRIS
Director


                                          14


<PAGE>



/s/ ROBERT J. MULDER                                  July  9, 1996
- -------------------------------------------------
ROBERT J. MULDER
President, Chief Executive Officer and Director




/s/ DAVID A. OFFUTT                                   July  9, 1996
- -------------------------------------------------
DAVID A. OFFUTT
Director




/s/ WILLIAM K. RETZER                                 July  9, 1996
- -------------------------------------------------
WILLIAM K. RETZER
Director




/s/ ROSS D. SCOTT                                     July  9, 1996 
- -------------------------------------------------
ROSS D. SCOTT
Director




/s/ LOUIS F. TARKE                                    July  9, 1996
- -------------------------------------------------
LOUIS F. TARKE
Director




/s/ MICHAEL C. WHEELER                                July  9, 1996
- -------------------------------------------------
MICHAEL C. WHEELER
Director




                                          15


<PAGE>

                                       EXHIBITS

                                    EXHIBIT INDEX

EXHIBIT NO.   EXHIBIT
- -----------   -------

     4        California Independent Bancorp 1996
              Stock Option Plan and form of
              Nonstatutory and Incentive Stock
              Option Agreements.

     5        Opinion of Leland, Parachini,
              Steinberg, Flinn, Matzger & Melnick
              as to the validity of securities
              being registered.

    23.1      Consent of Leland, Parachini,                            *
              Steinberg, Flinn, Matzger & Melnick
              is contained in that firm's opinion
              as Exhibit 5 to this Registration
              Statement.

    23.2      Consent of Arthur Andersen LLP,
              independent public accountants for
              California Independent Bancorp

    25        Power of Attorney is contained in
              the Signatures pages.


- -------------------------

*     Not applicable


                                          16
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 41980}]
{"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": "S-8", "act": "33", "file-number": "333-09823", "film-number": "96606529"}, "business-address": {"street1": "1005 STAFFORD WAY", "street2": "P O BOX 1575", "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"}}
As filed with the Securities and Exchange Commission on August 9, 1996

                                                            Registration No. 33-
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       Form S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933

                            CALIFORNIA INDEPENDENT BANCORP
- --------------------------------------------------------------------------------
                  (Exact name of issuer as specified in its charter)

              California                              68-0349947
- --------------------------------------------------------------------------------
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
    incorporation or organization)

1005 Stafford Way, Yuba City, California                  95991
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                            CALIFORNIA INDEPENDENT BANCORP
                                1996 STOCK OPTION PLAN
                                ----------------------
                               (Full title of the plan)

                                  Annette Bertolini
                                Senior Vice President
                            California Independent Bancorp
                                  1005 Stafford Way
                             Yuba City, California 95991
                        --------------------------------------
                       (Name and address of agent for service)

                                    (916) 674-4444
- --------------------------------------------------------------------------------
             (Telephone number, including area code of agent for service)

         The Commission is requested to send copies of all communications to:
                                 David J. Block, Esq.
                Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
                            333 Market Street, 27th Floor
                           San Francisco, California 94105
                              Telephone:  (415) 957-1800

                           CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------

   TITLE OF SECURITIES   AMOUNT TO BE       PROPOSED MAXIMUM   PROPOSED MAXIMUM
   TO BE REGISTERED      REGISTERED(3)      OFFERING PRICE         AGGREGATE            AMOUNT OF
     ---------------     ------------         PER SHARE(4)      OFFERING PRICE(2)   REGISTRATION FEE
                                            -----------------  -----------------   ----------------
- -------------------------------------------------------------------------------------------------------
Common Stock,
no par value                 101,337            $22.50            $2,280,082.50          $786.24

- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
(3) The number of shares to be registered is subject to further increase
    pursuant to the adjustment provisions of the 1989 Amended and Restated
    Stock Option Plan.

(4) Computed pursuant to Rule 457(h) based upon the average of the high and low
    bid and asked prices on August 5, 1996.
TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
    Amendments and Termination . . . . . . . . . . . . . . . . . . . . . . . 2

SECURITIES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . . 2
    Adjustment of and Changes in the Shares. . . . . . . . . . . . . . . . . 2

PARTICIPANTS IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . 3

PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
    FOR SECURITIES OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . 4
    In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
    Termination of Employment, or Status as a Director or Officer. . . . . . 5
    Death or Disability of Optionee. . . . . . . . . . . . . . . . . . . . . 5

RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

TAX EFFECTS OF PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . 6
    Nonstatutory Stock Options . . . . . . . . . . . . . . . . . . . . . . . 6
    Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . 7

ASSIGNMENT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION . . . . . . . . . . . . 8

                                          ii
PROSPECTUS

                            CALIFORNIA INDEPENDENT BANCORP
                                  1005 Stafford Way
                             Yuba City, California 95991
                                    (916) 674-4444

                       ----------------------------------------

                                     Common Stock
                                    (No Par Value)

                                1996 STOCK OPTION PLAN

    This Prospectus relates to 101,337 shares of no par value Common Stock of
California Independent Bancorp (the "Company") issuable upon the exercise of
options under the 1996 Stock Option Plan of the Company (the "Plan") to eligible
directors, employees and officers of the Company and Affiliates(1) of the
Company.

    Except for shares owned by directors and officers of the Company and any
other persons who become "affiliates"(2) of the Company by virtue of the 
number of shares owned, the shares will be freely transferable immediately 
upon issuance and will not be subject to any specific transfer restrictions.  
Directors and officers of the Company and other affiliates may offer and sell 
securities purchased under the Plan only in transactions registered or exempt 
from the registration requirements of the Securities Act of 1933, as amended 
(the "1933 Act").  This Prospectus does not meet the 1933 Act registration 
requirements for resales of shares acquired under the Plan by affiliates of 
the Company; accordingly, this Prospectus cannot be used for the resale of 
shares acquired through the Plan by those persons.

                            -----------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
         BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
         COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
         PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
         CRIMINAL OFFENSE.

                            -----------------------------

- --------------------
(1) The capitalized term "Affiliate" has the specific meaning set forth in the
    Plan.  See "DESCRIPTION OF THE PLAN -- Purpose".

(2) Where "Affiliate" is not capitalized, the term has the meaning set forth in
    the rules and regulations promulgated under the Securities Act of 1933, as
    amended.

                   The date of this Prospectus is August 9, 1996.
GENERAL PLAN INFORMATION

INTRODUCTION

    The Company is offering for sale up to 101,337 shares of its no par value
common stock (the "Common Stock") in accordance with the terms and conditions of
the Company's 1996 Stock Option Plan (the "Plan").  Participants may obtain
additional information about the Plan and its administration by contacting the
Company at 1005 Stafford Way, Yuba City, California 95991.  Telephone: (916)
674-4444.

    The Plan was adopted by the Board of Directors of the Company on April 9,
1996, and was approved by the shareholders at the Company's 1996 Annual Meeting
of Shareholders on May 29, 1996.  The Plan will expire on April 9, 2006, or ten
years from its adoption by the Company's Board of directors, unless terminated
earlier by the Board of Directors, or a committee of the Board of Directors
appointed to administer the Plan.

    The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").

PURPOSE

    The purpose of the Plan is to secure for the Company and its shareholders
the benefits of the incentive inherent in the ownership of Common Stock of the
Company by those directors, officers and employees of the Company and its
Affiliates who share in the responsibility for the Company's future growth and
success.  The word "Affiliate" as used in the Plan means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the
Company, if at the time of granting of an option, each such bank or corporation
other than the last in that chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other banks or corporations in the chain.

ADMINISTRATION

    The Plan provides for administration by a committee of the Board of
Directors (the "Committee"), composed of not less than two (2) directors.  Each
member of the Committee must qualify as a "disinterested person," as defined in
the regulations of the Securities and Exchange Commission ("SEC") promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  All of the directors qualify as "disinterested persons" under
SEC regulation 16b-3 and, accordingly, are eligible to serve as members of the
Committee.  The Board of Directors has appointed William H. Gilbert, David A.
Offutt, and William K. Retzer as members of the Committee.  The Committee has
the power to make all
determinations necessary or advisable for the administration of the Plan
including, but not limited to, determining which persons meet the requirements
for selection as participants within the framework of the Plan and establishing
the terms and conditions of options granted.  The members of the Committee serve
at the pleasure of the Board of Directors.

AMENDMENTS AND TERMINATION

    The Board of Directors has complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors will not, without
the approval of the shareholders of the Company: (i) materially increase the
benefits accruing to participants under the Plan; (ii) increase the number of
securities which may be issued under the Plan; or (iii) modify the requirements
as to eligibility for participation in the Plan.  In addition, the provisions of
the Plan governing the terms and conditions on which options may be granted may
not be amended more than once every six (6) months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended (the "Code"), the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder.  Except as provided in the section on "Adjustment of and
Changes in the Shares" herein, no termination, modification or amendment may
adversely affect any option previously granted under the Plan without the
consent of the optionee.

                               SECURITIES TO BE OFFERED

    The Board of Directors has approved the reservation of 141,955 of the
authorized but unissued shares of Common Stock of the Company for issuance under
the Plan.  The Articles of Incorporation of the Company authorize Twenty Million
(20,000,000) shares of Common Stock, of which 1,451,278 shares were issued and
outstanding on June 14, 1996.

    In addition, as is discussed in detail below, the shares reserved for
issuance under the Plan may also be adjusted to reflect other events affecting
the outstanding shares of Common Stock, such as a stock split or a change in or
exchange of the shares of stock or other securities of the Company, whether by
reason of reorganization, merger, reclassification of shares or otherwise.

ADJUSTMENT OF AND CHANGES IN THE SHARES

    The Plan provides for adjustment in the number of shares of Common Stock
authorized under the Plan or covered by options granted to an optionee to
protect against dilution in the event of certain changes in the Company's
capitalization, such as a stock split or dividend.

                                          2
In the event of sale, dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the immediate
termination of every option outstanding under the Plan prior to the consummation
of such proposed action.  In the event of a merger or consolidation in which the
Company is not the surviving or resulting corporation (other than a merger or
consolidation solely for the purpose of charter migration), every option
outstanding under the Plan shall be assumed on its terms and conditions, both as
to the number of shares and otherwise, by the surviving or resulting corporation
or a parent or subsidiary of the surviving or resulting corporation; provided,
however that if the surviving or resulting corporation does not provide for such
assumption or substitution of equivalent options, the optionee shall have the
right immediately prior to such merger or consolidation to notification thereof
as soon as practicable and, thereafter, to exercise the optionee's option to
purchase the shares subject thereto to the extent of any unexercised portion of
the option, regardless of the vesting provisions of the Plan.  This right of
exercise is conditioned upon the execution of a final plan of dissolution or
liquidation or a definitive agreement of merger or consolidation.

    The grant of an option pursuant to the Plan will not, however, affect in
any way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                               PARTICIPANTS IN THE PLAN

    Options may be granted pursuant to the Plan to full-time employees and
officers of the Company and its Affiliates and to non-employee directors of the
Company.  Incentive stock options may only be granted to full-time salaried
employees of the Company and its Affiliates.  The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by an optionee
during a calendar year (under all plans of the Company and its Affiliates) shall
not exceed $100,000.  Any option not qualifying hereunder will be a nonstatutory
stock option.

    Non-employee directors of the Company shall be granted options pursuant to
a formula in the Plan based, in material part, upon the number of remaining
options available and non-employee directors; attendance at Board of Directors
and committee meetings; and the total number of shares available to all
non-employee directors in accordance with the terms of the Plan.  Shares not
granted pursuant to the formula detailed in the Plan shall be allocated evenly
among the eligible non-employee directors.  The grant of shares in any calendar
year for service as a non-employee director in the previous calendar year shall
be defined as an "Annual Grant."

                                          3
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
                                FOR SECURITIES OFFERED

IN GENERAL

    Each optionee will enter into a stock option agreement with the Company,
which agreement will state the number and purchase price of the shares subject
to the option.

    No option may be exercised by any optionee unless and until the optionee
has served continuously as a director or full-time officer or employee for a
period of six (6) months from the date of grant of such option (the "Vesting
Period"), except as otherwise provided below.  See "Termination of Employment,
or Status as a Director or Officer," "Death or Disability of Optionee" and
"Adjustment of and Changes in the Shares," herein.  Options granted to
non-employee directors shall be exercisable upon the later of the expiration of
six (6) months from the date of grant or such time as such non-employee director
has completed ten (10) years of continuous service as a director of Feather
River State Bank, an affiliate of the Company.  All other options granted
pursuant to the Plan shall vest in such manner as determined by resolution of
the Stock Option Committee at the rate of at least twenty percent (20%) per year
up to but not exceeding five (5) years from the date the option is granted;
provided, however, that the Committee may, in its sole discretion, accelerate
the time of exercise of any option.  If an incentive stock option is granted to
an optionee who owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company and its affiliates,
such option by its terms shall not be exercisable after the expiration of five
(5) years from the date such option is granted.  Each option may be exercised
for a period not exceeding ten (10) years from the date of grant subject to the
vesting provisions herein and to a determination of the Committee that an option
may expire in such lesser period of time as they may determine in their sole
discretion.

    The purchase price under each option will be not less than 100% of the fair
market value of the shares of Common Stock subject thereto on the date said
option is granted and must be paid in full at the time the option is exercised
by cash, certified check, official bank check, or the equivalent thereof; or by
shares of Common Stock with a fair market value as of the date of exercise equal
to the purchase price; or by shares of Common Stock with a fair market value as
of the date of exercise less than the full amount of the purchase price plus
cash, certified check, official bank check or the equivalent thereof equal to
the remaining amount of the purchase price.  If, however, an optionee who has
been granted an incentive stock option owns stock of the Company possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company and its affiliates, the option price of any option granted
to the optionee may not be less than one hundred ten percent (110%) of the fair
market value of the shares of Common Stock

                                          4
subject thereto on the date the option is granted.  The fair market value of the
shares of Common Stock subject to options may be determined by the Committee
using any reasonable valuation method.

TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER

    If an optionee ceases to be an employee, director or officer of the Company
for any reason other than his or her death or disability or cause, the
optionee's right to exercise options to the extent such options were exercisable
by the optionee on the date of such termination will terminate within three (3)
months and one (1) day following such termination, provided the date of exercise
is in no event after the expiration of the term of the option.

    If any optionee is removed for cause as defined in the Plan his or her
right to exercise any option previously granted pursuant to the Plan will cease
immediately.

DEATH OR DISABILITY OF OPTIONEE

    If an optionee's employment or status as an officer or director is
terminated by death or disability, such optionee or such optionee's qualified
representative (in the event of mental disability) or the optionee's estate (in
the event of death) may exercise any option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability within twelve (12) months following the date of such death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.

                                RESTRICTIONS ON RESALE

    Shares owned by the directors and certain officers of the Company and its
subsidiaries, as affiliates of the Company, are subject to restrictions on
transfer and resale.  Directors, certain officers and other affiliates of the
Company may offer and sell securities purchased under the Plan only in
transactions registered under or exempt from the registration requirements of
the 1993 Act.

    The Common Stock of the Company is registered under the 1934 Act.
Accordingly, every officer, director and beneficial owner of more than ten
percent (10%) of the Common Stock of the Company is subject to the short-swing
profit recovery provisions of Section 16(b) of the 1934 Act.  Generally, Section
16(b) provides that the Company may recover any profit realized by any of these
persons resulting from any purchase and sale (or sale and purchase) of the
Common Stock of the Company if the transactions occur within a period of less
than six (6) months of one another.

                                          5
Directors and officers are cautioned to consult with counsel regarding
their status as affiliates and the application of Section 16(b) to any grant or
exercise of an option and any sales of shares of Common Stock of the Company
within a period of less than six (6) months before or after any such exercise or
grant.

                          TAX EFFECTS OF PLAN PARTICIPATION

    The following summary is intended only as a general discussion and should
not be relied upon by an optionee to determine the tax consequences of the grant
or exercise of any option or the sale of shares acquired after exercise.  The
federal tax consequences of stock options are complex and subject to change.  In
addition, an optionee's particular situation may be such that some variation of
the general rule is applicable.  PARTICIPANTS IN THE PLAN ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS BEFORE EXERCISING OPTIONS OR SELLING SHARES ACQUIRED
BY EXERCISING OPTIONS.

NONSTATUTORY STOCK OPTIONS

    An optionee who is granted a nonstatutory option in connection with the
performance of services generally realizes no ordinary income at the time of
grant.  In most cases, the optionee will realize compensation income and
consequently be subject to federal income tax at the time the optionee exercises
the option with a cash payment.  The optionee must include as ordinary income
the excess, if any, of the fair market value of the stock received over the
exercise price.

    A significant exception exists, however, concerning the time as of which an
optionee realizes ordinary income resulting from the exercise of a nonstatutory
option.  An optionee will not realize income upon the exercise of the option and
receipt of stock if the stock is not transferable and is subject to a
substantial risk of forfeiture.  The optionee will realize income at the moment
either restriction lapses, however.  Moreover, for purposes of determining
whether any gain realized upon subsequent sale of the stock will be treated as
long-term or short-term capital gain, the holding period will not begin to run
until the date on which the optionee realizes income attributable to the
exercise of the option.  As the amounts included in income are deemed to be
supplementary compensation, the Company must withhold tax with respect to this
income, and will forfeit its deduction if it does not withhold.

    The basis for determining gain or loss on the sale of stock received
through the exercise of a nonstatutory option is the amount paid for the stock
plus the amount included in income on the exercise of the option.

    Where payment of the option price at exercise is made in whole or in part
through the delivery of shares of stock already owned by the optionee ("Owned
Shares"), further tax considerations apply.  Gain or loss will not be recognized
for tax

                                          6
purposes upon disposition of Owned Shares delivered in payment of the option
price.  A number of shares received on exercise equal to the number delivered
("Exchange Shares") will have the same basis and holding period as the Owned
Shares.  Whether the Internal Revenue Service will allow such nontaxable
treatment where the nonstatutory option is exercised with Owned Shares which
were acquired pursuant to the exercise of an incentive stock option is
uncertain.  The fair market value of the remaining shares received on exercise
("Additional Shares") is compensation for services and ordinarily is includable
in the gross income of the optionee in the year of exercise.  The holding period
for determining capital gain or loss for such Additional Shares generally begins
the day after the exercise date.

INCENTIVE STOCK OPTIONS

    An optionee who is granted an incentive stock option realizes no ordinary
income either at the time of the grant or at the time of exercise of the option,
provided that the optionee is an employee of the Company or its Affiliates at
the time of the grant of the option and is in the employ of the Company or its
Affiliates for at least three (3) months prior to the time of exercise of the
option.  An optionee will recognize income at the  time of sale of the stock
acquired by means of the exercise of an incentive stock option based upon the
spread between the option price and the amount realized upon the sale of stock.

    In order to qualify for capital gains treatment upon disposition of stock
following exercise of an incentive stock option, the optionee may not dispose of
the stock for at least two (2) years from the date the option was granted and
must hold the stock itself for at least one year after the exercise of the
option.  If these holding periods are not met it is considered to be a
"disqualifying disposition" and the optionee must pay tax at the ordinary income
based upon the spread between the option price and the fair market value of the
stock at the time of exercise in the year of the disqualifying disposition.

    Where payment of the option price at exercise is made in whole or in part
through Owned Shares, further tax considerations apply.  Gain or loss will not
be recognized for tax purposes upon disposition of Owned Shares delivered in
payment of the option price.  Exchange Shares will have the same basis and
holding period as the Owned Shares.  The fair market value of the Additional
Shares is compensation for services and ordinarily is includable in the gross
income of the optionee in the year of exercise.  The holding period for
determining capital gain or loss for such Additional Shares generally begins the
day after the exercise date.

                                          7
ASSIGNMENT OF INTEREST

    No option is transferable by the optionee otherwise than by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of ERISA.

                 REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION

    Upon the written or oral request of anyone to whom this Prospectus is
delivered, the Company will provide without charge a copy of its latest annual
report to shareholders (which includes audited consolidated financial
statements) and any and all of the information that has been incorporated by
reference into the Registration Statement filed with the Securities and Exchange
Commission, of which this Prospectus is  part, under the 1933 Act, as amended,
with respect to the Common Stock offered hereby (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates).

    Additional updating information with respect to the securities covered in
this Prospectus may be provided in the future by means of appendices which the
Company will deliver or cause to be delivered to each employee, director or
officer who participates in or is selected to participate in the Plan.  When
updated information is so furnished, documents previously delivered to
participants may not be redelivered, but upon the oral or written request of any
participant, the Company will provide without charge to any participant a copy
of all documents that then constitute the Plan Prospectus.

    Upon the written or oral request of any participant in the Plan to whom
this Prospectus is delivered, the Company will provide without charge a copy of
any of the following materials:  (i) the Bank's or Company's latest Annual
Report to Shareholders, as applicable; (ii) the Bank's or Company's latest
Annual Report on Form 10-K, as applicable; (iii) the latest prospectus filed by
the Company pursuant to Rule 424(b) under the 1933 Act that contains audited
financial statements for the Bank's or Company's latest fiscal year for which
such statements have been filed; or (iv) any effective Exchange Act registration
statement on Form 10 containing audited financial statements for the Bank's or
Company's latest fiscal year.

    The Company will deliver or cause to be delivered to all Plan participants
who do not otherwise receive such material or who orally or in writing request
such material, copies of all reports, proxy statements and other communications
distributed to the shareholders of the Company generally.

                                          8
All such requests should be directed to the Company at its offices at
1005 Stafford Way, Yuba City, California 95991, Attention:  Annette Bertolini,
Corporate Secretary.  Telephone:  (916) 674-4444.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    The following documents are incorporated herein by reference.  In addition,
all documents subsequently filed by the Company pursuant to Sections 13, 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.

    1.1  Description of the Company's Common Stock and other securities
         contained in the Company's Amendment No. 2 to Registration Statement
         on Form 10, filed with the Securities and Exchange Commission on April
         13, 1996, pursuant to Section 12(g) of the Exchange Act.

    1.2  California Independent Bancorp Form 10-K for the fiscal year ended
         December 31, 1995.

    1.3  California Independent Bancorp Form 10-Q for the quarter ended March
         31, 1996.

    1.4  Current Report on Form 8-K dated June 18, 1996.

Item 4.  Description of Securities.

    The Common Stock of the Company is registered pursuant to Section 12(g) of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Insert any provisions of Articles or Bylaws regarding indemnification.

                                          9
The Company shall indemnify its "Agents," as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended from time to time, or as permitted by any successor statute to Section
317, and by the Company's Articles of Incorporation.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

         4.   California Independent Bancorp 1996 Stock Option Plan and form of
              Nonstatutory and Incentive Stock Option Agreements.

         5.   Opinion of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
              as to the validity of securities being registered.

         15.  Not applicable.

         23.1 Consent of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick
              is contained in that firm's opinion as Exhibit 5 to this
              Registration Statement.

         23.2 Consent of Arthur Andersen LLP, independent public accountants
              for California Independent Bancorp.

         24.  Power of Attorney.

         99.  Not applicable.

Item 9.  UNDERTAKINGS.

    (a)  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i)       To include any prospectus required by Section 10(a)(3)
         of the Securities Act of 1933;

              (ii)      To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or the
         most recent post-effective amendment thereof) which, individually or
         in the

                                          10
aggregate, represent a fundamental change in the information set forth
         in the registration statement;

              (iii)     To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
person of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against

                                          11
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                          12
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Yuba City, State of California, on July 9, 1996.

                                       CALIFORNIA INDEPENDENT BANCORP

                                       By: /s/ Robert J. Mulder
                                         -------------------------------------
                                            Robert J. Mulder
                                            President and Chief
                                            Executive Officer

                                          13
POWER OF ATTORNEY

    Each person whose signature appears below hereby constitutes and appoints
Robert J. Mulder and Annette Bertolini and each of them, his or her true and
lawful attorney-in-fact and agent, with full powers of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
and to file any and all amendments, including pre- and/or post-effective
amendments to this Registration Statement, with the Securities and Exchange
Commission, granting to said attorney-in-fact full power and authority to
perform any other act on behalf of the undersigned required to be done in
connection therewith.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

/s/ ANNETTE BERTOLINI                                 July  9, 1996
- -------------------------------------------------
ANNETTE BERTOLINI
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ HAROLD M. EASTRIDGE                               July  9, 1996
- -------------------------------------------------
HAROLD M. EASTRIDGE
Director

/s/ WILLIAM H. GILBERT                                July  9, 1996
- -------------------------------------------------
WILLIAM H. GILBERT
Director

/s/ DALE L. GREEN                                     July  9, 1996
- -------------------------------------------------
DALE L. GREEN
Director

/s/ LAWRENCE G. HARRIS                                July  9, 1996
- -------------------------------------------------
LAWRENCE G. HARRIS
Director

                                          14
/s/ ROBERT J. MULDER                                  July  9, 1996
- -------------------------------------------------
ROBERT J. MULDER
President, Chief Executive Officer and Director

/s/ DAVID A. OFFUTT                                   July  9, 1996
- -------------------------------------------------
DAVID A. OFFUTT
Director

/s/ WILLIAM K. RETZER                                 July  9, 1996
- -------------------------------------------------
WILLIAM K. RETZER
Director

/s/ ROSS D. SCOTT                                     July  9, 1996 
- -------------------------------------------------
ROSS D. SCOTT
Director

/s/ LOUIS F. TARKE                                    July  9, 1996
- -------------------------------------------------
LOUIS F. TARKE
Director

/s/ MICHAEL C. WHEELER                                July  9, 1996
- -------------------------------------------------
MICHAEL C. WHEELER
Director

                                          15
EXHIBITS

                                    EXHIBIT INDEX

EXHIBIT NO.   EXHIBIT
- -----------   -------

     4        California Independent Bancorp 1996
              Stock Option Plan and form of
              Nonstatutory and Incentive Stock
              Option Agreements.

     5        Opinion of Leland, Parachini,
              Steinberg, Flinn, Matzger & Melnick
              as to the validity of securities
              being registered.

    23.1      Consent of Leland, Parachini,                            *
              Steinberg, Flinn, Matzger & Melnick
              is contained in that firm's opinion
              as Exhibit 5 to this Registration
              Statement.

    23.2      Consent of Arthur Andersen LLP,
              independent public accountants for
              California Independent Bancorp

    25        Power of Attorney is contained in
              the Signatures pages.

- -------------------------

*     Not applicable

                                          16