<PAGE>



            As filed with the Securities and Exchange Commission on July 2, 1997
                                                Registration No. 333-___________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                   ---------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                   ---------------

                                    TEHAMA BANCORP
                  (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

           CALIFORNIA                               91-1775524
    (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                  239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
                       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
                       ----------------------------------------

                        TEHAMA BANCORP 1994 STOCK OPTION PLAN
                               (FULL TITLE OF THE PLAN)
                          ----------------------------------

                     WILLIAM P. ELLISON, CHIEF EXECUTIVE OFFICER
                                    TEHAMA BANCORP
                  239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                   ---------------

                                    (916) 528-3000
       (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                               <C>                   <C>                         <C>                 <C>                       
                                                        Proposed Maximum            Proposed Maximum
      Title of Securities           Amount to              Offering                    Aggregate           Amount of
        to be Registered          be Registered         Price per Share              Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
    Common Stock, no par value     340,412(1)              $12.50(2)                  $4,255,150(2)         $1289.44

------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   1     Issuable upon exercise of options outstanding or to be granted under
         the Tehama Bancorp 1994 Stock Option Plan.

   2     Estimated solely for the purpose of determining the registration fee,
         based upon the average of the bid and asked prices for the Common
         Stock on July 1, 1997, pursuant to Rule 457(h).

         This registration statement, including exhibits, consists of   21
                                                                      --------
sequentially numbered pages. The Exhibit Index is located at page 7.  


<PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The information required to be included in the Section
               10(a) prospectus is not required to be included herein.

                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM     3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The documents listed in (a)  through (c) below filed or to be filed by
the Company with the Commission are incorporated in this registration statement
by reference:

         (a) The Company's Current Report on Form 8-K dated July 1, 1997, which
includes as exhibits (1) audited balance sheets of Tehama Bank as of December
31, 1996 and 1995 and related audited statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1996, the notes thereto and related report of independent public accountant
(Exhibit 99.3), and (2) the Bank's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, as filed with the Board of Governors of the Federal
Reserve System (Exhibit 99.4).  (The Company was incorporated on January 15,
1997 and hence has not previously filed an  Annual Report on Form 10-K pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")).

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 15(d) of the Exchange Act.

         (c) The Company's common stock is not registered under Section 12 of
the Exchange Act.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement, and to be a part hereof from the date of such filing.

ITEM 4.  DESCRIPTION OF SECURITIES

         See information under the heading "CAPITAL STOCK OF BANCORP AND THE
BANK" on pages 29-32 of the Company's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-23525 on Form S-4 filed with the Commission on
April 2, 1997, which information is incorporated here by reference.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The California General Corporation Law provides for the
indemnification of officers and directors who are made or are threatened to be
made a party to any legal proceeding by reason of their service to the Company.
The Articles of Incorporation and Bylaws of the Company  permit indemnification
of directors and officers to the


                                          2
<PAGE>

maximum extent permitted by California law.  The Company has in effect director
and officer liability insurance policies indemnifying the Company and the
officers, directors and certain assistant officers of the Company and officers
and directors of the Company's subsidiaries within specific limits for certain
liabilities incurred by reason of their being or having been directors or
officers.  The Company pays the entire premium for these policies.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See the Index to Exhibits, which is incorporated in this item by
reference.

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 (the "Securities Act");

                   (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 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 Exchange Act that are incorporated by
reference in the registration statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is


                                          3
<PAGE>

against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.


                                          4
<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 has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Red Bluff, State of California, on June 30, 1997.


                                       TEHAMA BANCORP
                                        (Registrant)


                                       By /s/ William P. Ellison
                                         -----------------------
                                        William P. Ellison
                                        President and
                                        Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Date:  July 1, 1997   /s/ William P. Ellison
                      ---------------------------------------------------------
                      William P. Ellison, President and Chief Executive Officer

Date:  July 1, 1997   /s/ Frank S. Onions
                      ---------------------------------------------------------
                      Frank S. Onions, Senior Vice President and Cashier
                            (Principal Financial Officer and
                              Principal Accounting Officer)

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William P. Ellison and Frank S. Onions, and each
or any one of them, his true and lawful attorney-in-fact and agent, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitutes or substitute, June lawfully do or cause to be done by virtue
hereof.



Date:  July 1, 1997     /s/ Henry Clay Arnest III
                        -----------------------------------------
                             Henry Clay Arnest III, Director


Date:  July 1, 1997     /s/ Louis J. Bosetti
                        -----------------------------------------
                             Louis J. Bosetti, Director


Date:  July 1, 1997     /s/ Daniel B. Cargile
                        -----------------------------------------
                             Daniel B. Cargile, Director


                                          5
<PAGE>

Date:  July 1, 1997     /s/ Harry Dudley
                        -----------------------------------------
                             Harry Dudley, Director


Date:  July 1, 1997     /s/ William P. Ellison
                        -----------------------------------------
                             William P. Ellison, Director


Date:  July 1, 1997     /s/ Garry D. Fish
                        -----------------------------------------
                             Garry D. Fish, Director


Date:  July 1, 1997     /s/ Max M. Froome
                        -----------------------------------------
                             Max M. Froome, Director


Date:  July 1, 1997     /s/ Orville K. Jacobs
                        -----------------------------------------
                             Orville K. Jacobs, Director


Date:  July 1, 1997     /s/ Gary C. Katz
                        -----------------------------------------
                             Gary C. Katz, Director


Date:  July 1, 1997     /s/ John W. Koeberer
                        -----------------------------------------
                                    John W. Koeberer,
                           Director and Chairman of the Board


Date:  July 1, 1997     /s/ Raymond C. Lieberenz
                        ------------------------------------------
                                  Raymond C. Lieberenz,
                           Director and Secretary of the Board


Date:  July 1, 1997    /s/ Gary L. Napier
                        ------------------------------------------
                                     Gary L. Napier,
                          Director and Vice Chairman of the Board


Date:  July 1, 1997     /s/ Gene Penne
                        ------------------------------------------
                             Gene Penne, Director


Date:  July 1, 1997      /s/ Terrance A. Rust
                        ------------------------------------------
                             Terrance A. Rust, Director


                                          6
<PAGE>

                                  INDEX OF EXHIBITS


Exhibit                                                               Sequential
No.      Exhibit Name                                                  Page No.
--       ------------                                                  --------

5        Opinion of Counsel:                                               8

23.1     Consent of Counsel (See Exhibit 5)

23.2     Consent of Independent Auditors:  Perry-Smith&Co                  9

24       Power of Attorney (see signature pages)

99       Tehama Bancorp 1994 Stock Option Plan                           10-21


                                          7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16797}]
{"company-data": {"conformed-name": "TEHAMA BANCORP", "cik": "0001035908", "assigned-sic": "6022", "irs-number": "911775524", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30625", "film-number": "97635429"}, "business-address": {"street1": "239 SOUTH MAIN STREET", "street2": "P.O. BOX 890", "city": "RED BLUFF", "state": "CA", "zip": "96080", "phone": "9165283000"}, "mail-address": {"street1": "239 SOUTH MAIN STREET", "street2": "P.O. BOX 890", "city": "BLUFF", "state": "CA", "zip": "96080"}}
As filed with the Securities and Exchange Commission on July 2, 1997
                                                Registration No. 333-___________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                   ---------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                   ---------------

                                    TEHAMA BANCORP
                  (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

           CALIFORNIA                               91-1775524
    (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                  239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
                       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
                       ----------------------------------------

                        TEHAMA BANCORP 1994 STOCK OPTION PLAN
                               (FULL TITLE OF THE PLAN)
                          ----------------------------------

                     WILLIAM P. ELLISON, CHIEF EXECUTIVE OFFICER
                                    TEHAMA BANCORP
                  239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                   ---------------

                                    (916) 528-3000
       (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Proposed Maximum            Proposed Maximum
      Title of Securities           Amount to              Offering                    Aggregate           Amount of
        to be Registered          be Registered         Price per Share              Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
    Common Stock, no par value     340,412(1)              $12.50(2)                  $4,255,150(2)         $1289.44

------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
1     Issuable upon exercise of options outstanding or to be granted under
         the Tehama Bancorp 1994 Stock Option Plan.

   2     Estimated solely for the purpose of determining the registration fee,
         based upon the average of the bid and asked prices for the Common
         Stock on July 1, 1997, pursuant to Rule 457(h).

         This registration statement, including exhibits, consists of   21
                                                                      --------
sequentially numbered pages. The Exhibit Index is located at page 7.
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The information required to be included in the Section
               10(a) prospectus is not required to be included herein.

                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM     3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The documents listed in (a)  through (c) below filed or to be filed by
the Company with the Commission are incorporated in this registration statement
by reference:

         (a) The Company's Current Report on Form 8-K dated July 1, 1997, which
includes as exhibits (1) audited balance sheets of Tehama Bank as of December
31, 1996 and 1995 and related audited statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1996, the notes thereto and related report of independent public accountant
(Exhibit 99.3), and (2) the Bank's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, as filed with the Board of Governors of the Federal
Reserve System (Exhibit 99.4).  (The Company was incorporated on January 15,
1997 and hence has not previously filed an  Annual Report on Form 10-K pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")).

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 15(d) of the Exchange Act.

         (c) The Company's common stock is not registered under Section 12 of
the Exchange Act.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement, and to be a part hereof from the date of such filing.

ITEM 4.  DESCRIPTION OF SECURITIES

         See information under the heading "CAPITAL STOCK OF BANCORP AND THE
BANK" on pages 29-32 of the Company's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-23525 on Form S-4 filed with the Commission on
April 2, 1997, which information is incorporated here by reference.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The California General Corporation Law provides for the
indemnification of officers and directors who are made or are threatened to be
made a party to any legal proceeding by reason of their service to the Company.
The Articles of Incorporation and Bylaws of the Company  permit indemnification
of directors and officers to the

                                          2
maximum extent permitted by California law.  The Company has in effect director
and officer liability insurance policies indemnifying the Company and the
officers, directors and certain assistant officers of the Company and officers
and directors of the Company's subsidiaries within specific limits for certain
liabilities incurred by reason of their being or having been directors or
officers.  The Company pays the entire premium for these policies.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See the Index to Exhibits, which is incorporated in this item by
reference.

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 (the "Securities Act");

                   (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 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 Exchange Act that are incorporated by
reference in the registration statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is

                                          3
against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                          4
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 has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Red Bluff, State of California, on June 30, 1997.

                                       TEHAMA BANCORP
                                        (Registrant)

                                       By /s/ William P. Ellison
                                         -----------------------
                                        William P. Ellison
                                        President and
                                        Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Date:  July 1, 1997   /s/ William P. Ellison
                      ---------------------------------------------------------
                      William P. Ellison, President and Chief Executive Officer

Date:  July 1, 1997   /s/ Frank S. Onions
                      ---------------------------------------------------------
                      Frank S. Onions, Senior Vice President and Cashier
                            (Principal Financial Officer and
                              Principal Accounting Officer)

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William P. Ellison and Frank S. Onions, and each
or any one of them, his true and lawful attorney-in-fact and agent, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitutes or substitute, June lawfully do or cause to be done by virtue
hereof.

Date:  July 1, 1997     /s/ Henry Clay Arnest III
                        -----------------------------------------
                             Henry Clay Arnest III, Director

Date:  July 1, 1997     /s/ Louis J. Bosetti
                        -----------------------------------------
                             Louis J. Bosetti, Director

Date:  July 1, 1997     /s/ Daniel B. Cargile
                        -----------------------------------------
                             Daniel B. Cargile, Director

                                          5
Date:  July 1, 1997     /s/ Harry Dudley
                        -----------------------------------------
                             Harry Dudley, Director

Date:  July 1, 1997     /s/ William P. Ellison
                        -----------------------------------------
                             William P. Ellison, Director

Date:  July 1, 1997     /s/ Garry D. Fish
                        -----------------------------------------
                             Garry D. Fish, Director

Date:  July 1, 1997     /s/ Max M. Froome
                        -----------------------------------------
                             Max M. Froome, Director

Date:  July 1, 1997     /s/ Orville K. Jacobs
                        -----------------------------------------
                             Orville K. Jacobs, Director

Date:  July 1, 1997     /s/ Gary C. Katz
                        -----------------------------------------
                             Gary C. Katz, Director

Date:  July 1, 1997     /s/ John W. Koeberer
                        -----------------------------------------
                                    John W. Koeberer,
                           Director and Chairman of the Board

Date:  July 1, 1997     /s/ Raymond C. Lieberenz
                        ------------------------------------------
                                  Raymond C. Lieberenz,
                           Director and Secretary of the Board

Date:  July 1, 1997    /s/ Gary L. Napier
                        ------------------------------------------
                                     Gary L. Napier,
                          Director and Vice Chairman of the Board

Date:  July 1, 1997     /s/ Gene Penne
                        ------------------------------------------
                             Gene Penne, Director

Date:  July 1, 1997      /s/ Terrance A. Rust
                        ------------------------------------------
                             Terrance A. Rust, Director

                                          6
INDEX OF EXHIBITS

Exhibit                                                               Sequential
No.      Exhibit Name                                                  Page No.
--       ------------                                                  --------

5        Opinion of Counsel:                                               8

23.1     Consent of Counsel (See Exhibit 5)

23.2     Consent of Independent Auditors:  Perry-Smith&Co                  9

24       Power of Attorney (see signature pages)

99       Tehama Bancorp 1994 Stock Option Plan                           10-21

                                          7