<HTML>
<HEAD>
<TITLE>S-8 ESOP FILING</TITLE>
</HEAD>
<BODY>

<PRE>
                              As filed with the Securities and Exchange Commission on September 30, 2004

                                                                                               Registration No. 333-_______

                                                             UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

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

                                                               FORM S-8

                                                        REGISTRATION STATEMENT
                                                                 UNDER
                                                      THE SECURITIES ACT OF 1933
                                                          -------------------

                                                          BWC FINANCIAL CORP.
                                        (Exact name of registrant as specified in its charter)

                                      California                                       94-2876448
                            (State or other jurisdiction of                         (I.R.S. Employer
                            incorporation or organization)                         Identification No.)
                                                           1400 Civic Drive
                                                    Walnut Creek, California 94596
                                          (Address of principal executive offices) (Zip Code)

                                                         BANK OF WALNUT CREEK
                                               EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
                                                       (Full title of the plan)

                                                             James L. Ryan
                                                          BWC Financial Corp.
                                                           1400 Civic Drive
                                                    Walnut Creek, California 94596
                                                (Name and address of agent for service)

                                                            (925) 932-5353
                                     (Telephone number, including area code, of agent for service)

                                                               Copy to:

                                                          John H. Sears, Esq.
                                                Sheppard, Mullin, Richter &amp; Hampton LLP
                                                  Four Embarcadero Center, 17th Floor
                                                    San Francisco, California 94111
                                                            (415) 774-3205

                                                    CALCULATION OF REGISTRATION FEE
   ---------------------------- -------------------------- -------------------------- -------------------------- --------------------------
                                                               Proposed maximum           Proposed maximum
     Title of each class of      Amount to be registered   offering price per share   aggregate offering price    Amount of registration
   securities to be registered          (1), (2)                      (3)                        (3)                      fee (3)
   ---------------------------- -------------------------- -------------------------- -------------------------- --------------------------
   Common Stock, no par value        500,000 shares                 $21.45                   $10,725,000                 $1,358.86
   ---------------------------- -------------------------- -------------------------- -------------------------- --------------------------

(1)      This  Registration  Statement  also  covers an  indeterminate  amount of plan  participation  interests  to be offered or sold
   pursuant to the employee benefits plan described herein.
(2)      This Registration  Statement also covers such indeterminate  number of shares of Common Stock as may be issued pursuant to the
   employee benefits plan described herein as a result of the adjustment provisions thereof.
(3)      Pursuant  to  Rule 457(h),  the  maximum  offering  price,  per  share and in the  aggregate,  and the  registration  fee were
   calculated  based upon the  average of the high and low prices of the Common  Stock as of  September 20,  2004,  as  reported by the
   Nasdaq National Stock Market.
</PRE>

<!-- MARKER PAGE="sheet: 1; page: 1" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>




<H1 ALIGN=CENTER><FONT SIZE=3>PART I<BR><BR>

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
document(s) containing the information specified in Part&#160;I of Form&#160;S-8
(plan information and registrant information) will be sent or given to
participants in the Bank of Walnut Creek Employee Stock Ownership Plan (the
&#147;Plan&#148;) as specified by Rule&#160;428(b)(1) promulgated by the
Commission pursuant to the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). These documents need not be filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule&#160;424 in accordance
with the Note to Part I of Form S-8. These documents, and the documents
incorporated by reference in this Registration Statement pursuant to Item&#160;3
of Form S-8, taken together, constitute a prospectus that meets the requirements
of Section&#160;10(a) of the Securities Act. </FONT></P>

<H1 ALIGN=CENTER><FONT SIZE=4>PART II<BR><BR>

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents, previously filed by BWC Financial Corp. (the
&#147;Company&#148;) and the Plan with the Commission, are incorporated herein
by reference: </FONT></P>

<TABLE WIDTH=800 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=10%></TD><TD WIDTH=10%></TD><TD WIDTH=80%></TD>
</TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Company's Annual Report on Form 10-K for its fiscal year ended  December 31,  2003, filed with the Commission on March 30,
2004;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Company's  Quarterly  Reports on Form 10-Q for the quarterly  periods ended March 31,  2004 and June 30,  2004, filed with
the Commission on May 13, 2004 and August 10, 2004, respectively;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Company's Current Reports on Form 8-K filed with the Commission on January 28, 2004, April 30, 2004 and July 30, 2004;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD><td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All other reports filed  pursuant to  Sections 13(a)  or 15(d) of the Securities  Exchange Act of 1934, as amended,  since the
end of the fiscal year covered by the annual report referred to in (a) above;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Annual Report on Form 11-K of the Plan for the year ended December 31,  2003, filed with the Commission on June 18,  2004;
and</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The  description of the Company's  Common Stock contained in the Company's  Registration  Statement on Form 8-A filed with the
Commission on May 13, 1998, and any amendment or report filed for the purpose of updating such descriptions.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents subsequently filed by the Company or the Plan pursuant to
Sections&#160;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the &#147;Exchange Act&#148;), prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any information that
is furnished in any document incorporated or deemed to be incorporated by
reference herein, but that is not deemed &#147;filed&#148; under the Securities
Act or the Exchange Act, is not incorporated by reference herein. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
Registration Statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification of Directors and Officers.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
317 of the California General Corporations Law (the &#147;CGCL&#148;) authorizes
a court to award, or a corporation&#146;s board of directors to grant, indemnity
to directors and officers who are parties or are threatened to be made parties
to any proceeding (with certain exceptions) by reason of the fact that the
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. Section 204 of the CGCL provides that this limitation on liability
has no effect on a director&#146;s liability (i)&#160;for acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law,
(ii)&#160;for acts or omissions that a director believes to be contrary to the
best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the director, (iii)&#160;for any
transaction from which a director derived an improper personal benefit,
(iv)&#160;for acts or omissions that show a reckless disregard for the
director&#146;s duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director&#146;s duties, of a risk of a serious injury to the
corporation or its shareholders, (v)&#160;for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an abdication of the
director&#146;s duty to the corporation or its shareholders, (vi)&#160;under
Section 310 of the CGCL (concerning contracts or transactions between the
corporation and a director) or (vii)&#160;under Section 316 of the CGCL
(directors&#146; liability for improper dividends, loans and guarantees). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance with Section 317, the Company&#146;s Articles of Incorporation (the
&#147;Articles&#148;), limit the liability of a directors, officers and
employees to the Company or its shareholders for monetary damages to the fullest
extent permissible under California law, and in excess of that authorized under
Section 317. The Articles and the Company&#146;s By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the CGCL. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company also maintains insurance policies which insure its officers and
directors against certain liabilities in an annual aggregate maximum amount of
$3,000,000. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
foregoing summaries are necessarily subject to the complete text of the statute,
the Articles, the By-Laws referred to above and are qualified in their entirety
by reference thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed.</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</B></FONT></P>

<TABLE WIDTH=800 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=10%></TD><TD WIDTH=10%></TD><TD WIDTH=80%></TD>
</TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit</FONT></TD><TD></TD>
</TR>
<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Number</U></FONT></TD><TD>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Description of Exhibit</U></FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Bank of Walnut Creek Employee Stock Ownership and Savings Plan, as amended and
restated effective January&#160;1, 2002.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Consent of Moss Adams LLP.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24.1</FONT></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Power of Attorney (included in signature page hereto).</FONT></TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company hereby confirms that it has submitted the Plan to the Internal Revenue
Service (the &#147;IRS&#148;). The Company hereby undertakes to submit any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under Section&#160;401 of the
Internal Revenue Code. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None
of the shares of Common Stock being registered by the Company on this Form S-8
for offer and sale under the Plan will be original issue securities.
Accordingly, in accordance with Item 8(a) of Form S-8, no opinion of counsel is
provided concerning the legality of the securities being registered. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Undertakings.</B></FONT></P>

<TABLE WIDTH=800 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=20%></TD><TD WIDTH=80%></TD>
</TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes:</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file,  during  any  period in which  offers
or sales are being  made, a post-effective amendment to this Registration Statement:</FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=800 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=30%></TD><TD WIDTH=70%></TD>
</TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this 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 this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and</FONT></TD> </TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     To  include  any  material   information   with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Provided,
however, that paragraphs&#160;(a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section&#160;13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     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.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     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.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     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 15(d) of the Securities
Exchange Act (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 this 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.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  executive  officers  and  controlling
persons of the registrant pursuant to the provisions  described in Item 6 above,
or  otherwise,  the  registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is 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  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.</FONT></P>


<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<H1 ALIGN=CENTER><FONT SIZE=3>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#160;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 Walnut Creek, State of California, on September&#160;30, 2004. </FONT></P>
<PRE>
                                                      BWC FINANCIAL CORP.

                                                      By:     /s/ James L. Ryan
                                                              James L. Ryan,
                                                              Chairman and Chief Executive Officer
</PRE>


<!-- MARKER PAGE="sheet: 3; page: 3" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<H1 ALIGN=CENTER><FONT SIZE=3>POWER OF ATTORNEY</FONT></H1>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers
of BWC FINANCIAL CORP., a California corporation (the &#147;Company&#148;),
hereby nominates and appoints James L. Ryan and Leland E. Wines, or either of
them, as his agent and attorney-in-fact (the &#147;Agent&#148;), in his
respective name and in the capacity or capacities indicated below to execute
and/or file, with all exhibits thereto, and other documents in connection
therewith, (1)&#160;a registration statement on Form S-8 under the Securities
Act of 1933, as amended (the &#147;Act&#148;), in connection with the
registration under the Act of shares of the Company&#146;s Common Stock issuable
under the Bank of Walnut Creek Employee Stock Ownership and Savings Plan
together with participation interests in the Plan (including the schedules and
all exhibits and other documents filed therewith or constituting a part
thereof); and (2)&#160;any one or more amendments to any part of the foregoing
registration statement, including any post-effective amendments, or appendices
or supplements that may be required to be filed under the Act to keep such
registration statement effective or to terminate its effectiveness. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further,
the undersigned do hereby authorize and direct such agent and attorney-in-fact
to take any and all actions and execute and file any and all documents with the
Securities and Exchange Commission (the &#147;SEC&#148;), or state regulatory
agencies, necessary, proper or convenient in his opinion to comply with the Act
and the rules and regulations or orders of the SEC, or state regulatory
agencies, adopted or issued pursuant thereto, including the making of any
requests for acceleration of the effective date of said registration statement,
to the end that the registration statement of the Company shall become effective
under the Act and any other applicable law. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Finally,
each of the undersigned does hereby ratify, confirm and approve each and every
act and document which the said appointed agent and attorney-in-fact may take,
execute or file pursuant thereto with the same force and effect as though such
action had been taken or such documents had been executed or filed by the
undersigned respectively. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Power of Attorney shall remain in full force and effect until revoked or
superseded by written notice filed with the SEC. </FONT></P>


<!-- MARKER PAGE="sheet: 4; page: 4" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated. </FONT></P>
<PRE>
     Signature                                               Title                                     Date

/s/  James L. Ryan
James L. Ryan                                     Chairman and Chief Executive Officer         September 30, 2004

                                                  Executive Vice President and Chief
/s/  Leland E. Wines                              Financial Officer (Principal Financial       September 30, 2004
Leland E. Wines                                   and Accounting Officer)

/s/  Tom J. Mantor
Tom J. Mantor                                     Director                                     September 30, 2004

/s/  Richard G. Hill
Richard G. Hill                                   Director                                     September 30, 2004

/s/  Reynold C. Johnson III
Reynold C. Johnson III                            Director                                     September 30, 2004

/s/  Craig Lazzareschi
Craig Lazzareschi                                 Director                                     September 30, 2004

/s/  John F. Nohr
John F. Nohr                                      Director                                     September 30, 2004

/s/  John L. Winther
John L. Winther                                   Director                                     September 30, 2004

</PRE>

<!-- MARKER PAGE="sheet: 5; page: 5" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>




<H1 ALIGN=CENTER><FONT SIZE=3>EXHIBIT INDEX</FONT></H1>
<TABLE WIDTH=800 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=15%></TD><TD WIDTH=15%></TD><TD WIDTH=70%></TD>
</TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Exhibit</U></FONT>
</TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Description</U></FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bank of Walnut Creek
Employee Stock Ownership and Savings Plan, as amended and restated effective
January&#160;1, 2002.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent of Moss Adams LLP.</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>

<TR>
<TD></TD><TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24.1</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Power of Attorney (included with signature page hereto).</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
</TABLE>



<!-- MARKER PAGE="sheet: 6; page: 6" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 23.1</FONT></P>
<H1 ALIGN=CENTER><FONT SIZE=3>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</FONT></H1>

     <P><FONT  FACE="Times New Roman,  Times,  Serif"  SIZE=2>We  consent to the
incorporation  by  reference in this  Registration  Statement on Form S-8 of BWC
Financial  Corp. of our report dated January 23, 2003 appearing in BWC Financial
Corp.&#146;s Annual Report on Form 10-K for the year ended December 31,
2003.</FONT></P>
<BR><BR><BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Moss Adams LLP<BR><BR>

Stockton, California<BR>
September 30, 2004</FONT></P>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "bwc_esop2004.htm", "description": "BWC ESOP FILING - 2004", "secsgml_size_bytes": 30440}]
{"company-data": {"conformed-name": "BWC FINANCIAL CORP", "cik": "0000353650", "assigned-sic": "6022", "irs-number": "942621001", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119477", "film-number": "041059130"}, "business-address": {"street1": "1400 CIVIC DR", "city": "WALNUT CREEK", "state": "CA", "zip": "94596", "phone": "5109325353"}, "mail-address": {"street1": "P O BOX 8080", "street2": "1400 CIVIC DRIVE", "city": "WALNUT CREEK", "state": "CA", "zip": "94596-8080"}}
S-8 ESOP FILING
As filed with the Securities and Exchange Commission on September 30, 2004

                                                                                               Registration No. 333-_______

                                                             UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

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

                                                               FORM S-8

                                                        REGISTRATION STATEMENT
                                                                 UNDER
                                                      THE SECURITIES ACT OF 1933
                                                          -------------------

                                                          BWC FINANCIAL CORP.
                                        (Exact name of registrant as specified in its charter)

                                      California                                       94-2876448
                            (State or other jurisdiction of                         (I.R.S. Employer
                            incorporation or organization)                         Identification No.)
                                                           1400 Civic Drive
                                                    Walnut Creek, California 94596
                                          (Address of principal executive offices) (Zip Code)

                                                         BANK OF WALNUT CREEK
                                               EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
                                                       (Full title of the plan)

                                                             James L. Ryan
                                                          BWC Financial Corp.
                                                           1400 Civic Drive
                                                    Walnut Creek, California 94596
                                                (Name and address of agent for service)

                                                            (925) 932-5353
                                     (Telephone number, including area code, of agent for service)

                                                               Copy to:

                                                          John H. Sears, Esq.
                                                Sheppard, Mullin, Richter & Hampton LLP
                                                  Four Embarcadero Center, 17th Floor
                                                    San Francisco, California 94111
                                                            (415) 774-3205

                                                    CALCULATION OF REGISTRATION FEE
   ---------------------------- -------------------------- -------------------------- -------------------------- --------------------------
                                                               Proposed maximum           Proposed maximum
     Title of each class of      Amount to be registered   offering price per share   aggregate offering price    Amount of registration
   securities to be registered          (1), (2)                      (3)                        (3)                      fee (3)
   ---------------------------- -------------------------- -------------------------- -------------------------- --------------------------
   Common Stock, no par value        500,000 shares                 $21.45                   $10,725,000                 $1,358.86
   ---------------------------- -------------------------- -------------------------- -------------------------- --------------------------

(1)      This  Registration  Statement  also  covers an  indeterminate  amount of plan  participation  interests  to be offered or sold
   pursuant to the employee benefits plan described herein.
(2)      This Registration  Statement also covers such indeterminate  number of shares of Common Stock as may be issued pursuant to the
   employee benefits plan described herein as a result of the adjustment provisions thereof.
(3)      Pursuant  to  Rule 457(h),  the  maximum  offering  price,  per  share and in the  aggregate,  and the  registration  fee were
   calculated  based upon the  average of the high and low prices of the Common  Stock as of  September 20,  2004,  as  reported by the
   Nasdaq National Stock Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
participants in the Bank of Walnut Creek Employee Stock Ownership Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). These documents need not be filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424 in accordance
with the Note to Part I of Form S-8. These documents, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3
of Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference.
The
following documents, previously filed by BWC Financial Corp. (the
"Company") and the Plan with the Commission, are incorporated herein
by reference:
(a)
The Company's Annual Report on Form 10-K for its fiscal year ended  December 31,  2003, filed with the Commission on March 30,
2004;
(b)
The Company's  Quarterly  Reports on Form 10-Q for the quarterly  periods ended March 31,  2004 and June 30,  2004, filed with
the Commission on May 13, 2004 and August 10, 2004, respectively;
(c)
The Company's Current Reports on Form 8-K filed with the Commission on January 28, 2004, April 30, 2004 and July 30, 2004;
(d)
All other reports filed  pursuant to  Sections 13(a)  or 15(d) of the Securities  Exchange Act of 1934, as amended,  since the
end of the fiscal year covered by the annual report referred to in (a) above;
(e)
The Annual Report on Form 11-K of the Plan for the year ended December 31,  2003, filed with the Commission on June 18,  2004;
and
(f)
The  description of the Company's  Common Stock contained in the Company's  Registration  Statement on Form 8-A filed with the
Commission on May 13, 1998, and any amendment or report filed for the purpose of updating such descriptions.
All
documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any information that
is furnished in any document incorporated or deemed to be incorporated by
reference herein, but that is not deemed "filed" under the Securities
Act or the Exchange Act, is not incorporated by reference herein. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4.     Description of Securities.
Not applicable.
Item 5.     Interests of Named Experts and Counsel.
Not applicable.
Item 6.     Indemnification of Directors and Officers.
Section
317 of the California General Corporations Law (the "CGCL") authorizes
a court to award, or a corporation's board of directors to grant, indemnity
to directors and officers who are parties or are threatened to be made parties
to any proceeding (with certain exceptions) by reason of the fact that the
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. Section 204 of the CGCL provides that this limitation on liability
has no effect on a director's liability (i) for acts or omissions that
involve intentional misconduct or a knowing and culpable violation of law,
(ii) for acts or omissions that a director believes to be contrary to the
best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit,
(iv) for acts or omissions that show a reckless disregard for the
director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the corporation or its shareholders, (vi) under
Section 310 of the CGCL (concerning contracts or transactions between the
corporation and a director) or (vii) under Section 316 of the CGCL
(directors' liability for improper dividends, loans and guarantees).
In
accordance with Section 317, the Company's Articles of Incorporation (the
"Articles"), limit the liability of a directors, officers and
employees to the Company or its shareholders for monetary damages to the fullest
extent permissible under California law, and in excess of that authorized under
Section 317. The Articles and the Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the CGCL.
The
Company also maintains insurance policies which insure its officers and
directors against certain liabilities in an annual aggregate maximum amount of
$3,000,000.
The
foregoing summaries are necessarily subject to the complete text of the statute,
the Articles, the By-Laws referred to above and are qualified in their entirety
by reference thereto.
Item 7.     Exemption from Registration Claimed.
Not applicable.
Item 8.     Exhibits.
Exhibit
Number
Description of Exhibit
4.1
Bank of Walnut Creek Employee Stock Ownership and Savings Plan, as amended and
restated effective January 1, 2002.
23.1
Consent of Moss Adams LLP.
24.1
Power of Attorney (included in signature page hereto).
The
Company hereby confirms that it has submitted the Plan to the Internal Revenue
Service (the "IRS"). The Company hereby undertakes to submit any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
None
of the shares of Common Stock being registered by the Company on this Form S-8
for offer and sale under the Plan will be original issue securities.
Accordingly, in accordance with Item 8(a) of Form S-8, no opinion of counsel is
provided concerning the legality of the securities being registered.
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 this 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 this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii)     
     To  include  any  material   information   with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 15(d) of the Securities
Exchange Act (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 this 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.
(c)     
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  executive  officers  and  controlling
persons of the registrant pursuant to the provisions  described in Item 6 above,
or  otherwise,  the  registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is 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  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.
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 Walnut Creek, State of California, on September 30, 2004.
BWC FINANCIAL CORP.

                                                      By:     /s/ James L. Ryan
                                                              James L. Ryan,
                                                              Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers
of BWC FINANCIAL CORP., a California corporation (the "Company"),
hereby nominates and appoints James L. Ryan and Leland E. Wines, or either of
them, as his agent and attorney-in-fact (the "Agent"), in his
respective name and in the capacity or capacities indicated below to execute
and/or file, with all exhibits thereto, and other documents in connection
therewith, (1) a registration statement on Form S-8 under the Securities
Act of 1933, as amended (the "Act"), in connection with the
registration under the Act of shares of the Company's Common Stock issuable
under the Bank of Walnut Creek Employee Stock Ownership and Savings Plan
together with participation interests in the Plan (including the schedules and
all exhibits and other documents filed therewith or constituting a part
thereof); and (2) any one or more amendments to any part of the foregoing
registration statement, including any post-effective amendments, or appendices
or supplements that may be required to be filed under the Act to keep such
registration statement effective or to terminate its effectiveness.
Further,
the undersigned do hereby authorize and direct such agent and attorney-in-fact
to take any and all actions and execute and file any and all documents with the
Securities and Exchange Commission (the "SEC"), or state regulatory
agencies, necessary, proper or convenient in his opinion to comply with the Act
and the rules and regulations or orders of the SEC, or state regulatory
agencies, adopted or issued pursuant thereto, including the making of any
requests for acceleration of the effective date of said registration statement,
to the end that the registration statement of the Company shall become effective
under the Act and any other applicable law.
Finally,
each of the undersigned does hereby ratify, confirm and approve each and every
act and document which the said appointed agent and attorney-in-fact may take,
execute or file pursuant thereto with the same force and effect as though such
action had been taken or such documents had been executed or filed by the
undersigned respectively.
This
Power of Attorney shall remain in full force and effect until revoked or
superseded by written notice filed with the SEC.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature                                               Title                                     Date

/s/  James L. Ryan
James L. Ryan                                     Chairman and Chief Executive Officer         September 30, 2004

                                                  Executive Vice President and Chief
/s/  Leland E. Wines                              Financial Officer (Principal Financial       September 30, 2004
Leland E. Wines                                   and Accounting Officer)

/s/  Tom J. Mantor
Tom J. Mantor                                     Director                                     September 30, 2004

/s/  Richard G. Hill
Richard G. Hill                                   Director                                     September 30, 2004

/s/  Reynold C. Johnson III
Reynold C. Johnson III                            Director                                     September 30, 2004

/s/  Craig Lazzareschi
Craig Lazzareschi                                 Director                                     September 30, 2004

/s/  John F. Nohr
John F. Nohr                                      Director                                     September 30, 2004

/s/  John L. Winther
John L. Winther                                   Director                                     September 30, 2004
EXHIBIT INDEX
Exhibit
Description
4.1
Bank of Walnut Creek
Employee Stock Ownership and Savings Plan, as amended and restated effective
January 1, 2002.
23.1
Consent of Moss Adams LLP.
24.1
Power of Attorney (included with signature page hereto).
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We  consent to the
incorporation  by  reference in this  Registration  Statement on Form S-8 of BWC
Financial  Corp. of our report dated January 23, 2003 appearing in BWC Financial
Corp.'s Annual Report on Form 10-K for the year ended December 31,
2003.
Moss Adams LLP
Stockton, California
September 30, 2004