As filed with the Securities and Exchange Commission on July 3, 2002
                                                    Registration No.  333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                            VINEYARD NATIONAL BANCORP
             (Exact Name of Registrant as Specified in Its Charter)

          CALIFORNIA                                     33-030917
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             9590 FOOTHILL BOULEVARD
                           RANCHO CUCAMONGA, CA 91730
          (Address of Principal Executive Offices, Including Zip Code)

              AMENDED AND RESTATED 1997 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

                                NORMAN A. MORALES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            VINEYARD NATIONAL BANCORP
                             9590 FOOTHILL BOULEVARD
                           RANCHO CUCAMONGA, CA 91730
                     (Name and Address of Agent for Service)

                                 (909) 987-0177
          (Telephone Number, Including Area Code, of Agent for Service)
                                  ------------

                                    COPY TO:

                              JEFFREY D. HAAS, ESQ.
                              NORMAN B. ANTIN, ESQ.
                            KELLEY DRYE & WARREN LLP
                     8000 TOWERS CRESCENT DRIVE, SUITE 1200
                             VIENNA, VIRGINIA 22182
                                 (703) 918-2300
                                  -------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================ ==================== ==================== ======================= =====================
                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES         AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED            REGISTERED            SHARE (1)             PRICE (1)           REGISTRATION FEE
---------------------------- -------------------- -------------------- ----------------------- ---------------------
<S>                          <C>                         <C>                 <C>                       <C>
Common Stock,
no par value                 200,000 shares (2)          $9.00               $1,800,000                $166
============================ ==================== ==================== ======================= =====================
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and (h) under the  Securities  Act of 1933, as
     amended,  based on the average of the high and low prices on June 28, 2002,
     as reported by the Nasdaq National Market.
================================================================================

(2)  Together with an  indeterminable  number of additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Amended and Restated 1997 Incentive  Stock Option Plan as a result of a
     stock split, stock dividend or similar adjustment of the outstanding Common
     Stock of the Registrant.
================================================================================


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by Vineyard  National Bancorp (the  "Registrant") are hereby
incorporated by reference in this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31,  2001 and the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 2002; and

     (b) The  description of the  Registrant's  Common Stock,  no par value (the
"Common Stock"),  contained in the Company's  Registration Statement on Form S-4
filed with the Commission on September 23, 1988, as amended on July 26, 1990.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  after  the date  hereof  and  prior to the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining  unsold,  shall also be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such reports and  documents  are filed with the  Commission.  Any
statement  incorporated by reference  herein shall also be deemed to be modified
or superseded for the purposes of this Registration  Statement and any amendment
or supplement  hereto 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  statement
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  part of this  Registration  Statement  or any such  amendment or
supplement.

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   Corporations   Code   provides   for
indemnification  of an agent of the corporation in proceedings or actions.  This
Code  section  provides  for  indemnification  of officers  and  directors  of a
corporation under certain specified conditions including indemnification against
expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and


                                       2
<PAGE>

reasonably incurred in connection with the proceeding if the agent acted in good
faith and in a manner the person reasonably believed to be in the best interests
of the corporation and in the case of a criminal  proceeding,  had no reasonable
cause to believe the conduct of the person who was unlawful.

     Article  VI  of  the  Company's  Bylaws  provide  for   indemnification  of
Registrant's  directors,  officers,  employees  and other  agents to the maximum
extent permitted by California law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.


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

     5.1  Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          Common Stock being registered.

     23.1 Consent of Vavrinek, Trine, Day & Co., LLP

     23.2 Consent of Kelley Drye & Warren LLP  (included in Exhibit 5.1 hereto).

     24.1 Power of Attorney (included in the signature page of this Registration
          Statement).

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 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.

     (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


                                       3
<PAGE>

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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons 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
Securities Act of 1933, as amended,  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 of  1933,  as  amended,  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 State of California, on June 26, 2002.


                                           VINEYARD NATIONAL BANCORP


                                           By: /S/ NORMAN A. MORALES
                                           -------------------------------------
                                           Norman A. Morales
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     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 date indicated. Each person whose signature appears below,
hereby makes,  constitutes and appoints Norman A. Morales or his true and lawful
attorney,  with full power to sign for such person and in such person's name and
capacity  indicated  below,  and with full  power of  substitution,  any and all
amendments to this Registration Statement,  hereby ratifying and confirming such
person's  signature  as it may be  signed  by  said  attorney  to  any  and  all
amendments.

SIGNATURE                         TITLE                                 DATE
---------                         -----                                 ----
/S/ FRANK S. ALVAREZ             Chairman                          June 26, 2002
--------------------------------
Frank S. Alvarez
/S/ CHARLES L. KEAGLE            Director                          June 26, 2002
--------------------------------
Charles L. Keagle
/S/ JOEL H. RAVITZ               Director                          June 26, 2002
--------------------------------
Joel H. Ravitz
/S/ LESTER STROH                 Director                          June 26, 2002
--------------------------------
Lester Stroh
/S/ NORMAN A. MORALES            President, Chief Executive        June 26, 2002
-------------------------------- Officer and Director
Norman A. Morales                (principal executive officer)

/S/ JILL A. PIERCE               Executive Vice President          June 26, 2002
-------------------------------- Director of Finance and
Jill A. Pierce                   Operations (principal financial
                                 and accounting officer)



                                       5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                                   DESCRIPTION

     5.1  Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          Common Stock being registered.

     23.1 Consent of Vavrinek, Trine, Day & Co., LLP

     23.2 Consent of Kelley Drye & Warren LLP  (included in Exhibit 5.1 hereto).

     24.1 Power of Attorney (included in the signature page of this Registration
          Statement).






                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms-8_6018.txt", "description": "FORM S-8", "secsgml_size_bytes": 13871}]
{"company-data": {"conformed-name": "VINEYARD NATIONAL BANCORP", "cik": "0000840256", "assigned-sic": "6021", "irs-number": "330309110", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91884", "film-number": "02695718"}, "business-address": {"street1": "9590 FOOTHILL BLVD", "city": "RANCHO CUCAMONGA", "state": "CA", "zip": "91730", "phone": "9099870177"}, "mail-address": {"street1": "9590 FOOTHILL BLVD", "city": "RANCHO CUCAMONGA", "state": "CA", "zip": "91730"}}
As filed with the Securities and Exchange Commission on July 3, 2002
                                                    Registration No.  333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                            VINEYARD NATIONAL BANCORP
             (Exact Name of Registrant as Specified in Its Charter)

          CALIFORNIA                                     33-030917
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                             9590 FOOTHILL BOULEVARD
                           RANCHO CUCAMONGA, CA 91730
          (Address of Principal Executive Offices, Including Zip Code)

              AMENDED AND RESTATED 1997 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

                                NORMAN A. MORALES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            VINEYARD NATIONAL BANCORP
                             9590 FOOTHILL BOULEVARD
                           RANCHO CUCAMONGA, CA 91730
                     (Name and Address of Agent for Service)

                                 (909) 987-0177
          (Telephone Number, Including Area Code, of Agent for Service)
                                  ------------

                                    COPY TO:

                              JEFFREY D. HAAS, ESQ.
                              NORMAN B. ANTIN, ESQ.
                            KELLEY DRYE & WARREN LLP
                     8000 TOWERS CRESCENT DRIVE, SUITE 1200
                             VIENNA, VIRGINIA 22182
                                 (703) 918-2300
                                  -------------

                         CALCULATION OF REGISTRATION FEE
============================ ==================== ==================== ======================= =====================
                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES         AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED            REGISTERED            SHARE (1)             PRICE (1)           REGISTRATION FEE
---------------------------- -------------------- -------------------- ----------------------- ---------------------
Common Stock,
no par value                 200,000 shares (2)          $9.00               $1,800,000                $166
============================ ==================== ==================== ======================= =====================
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and (h) under the  Securities  Act of 1933, as
     amended,  based on the average of the high and low prices on June 28, 2002,
     as reported by the Nasdaq National Market.
================================================================================

(2)  Together with an  indeterminable  number of additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Amended and Restated 1997 Incentive  Stock Option Plan as a result of a
     stock split, stock dividend or similar adjustment of the outstanding Common
     Stock of the Registrant.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by Vineyard  National Bancorp (the  "Registrant") are hereby
incorporated by reference in this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31,  2001 and the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 2002; and

     (b) The  description of the  Registrant's  Common Stock,  no par value (the
"Common Stock"),  contained in the Company's  Registration Statement on Form S-4
filed with the Commission on September 23, 1988, as amended on July 26, 1990.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  after  the date  hereof  and  prior to the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining  unsold,  shall also be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such reports and  documents  are filed with the  Commission.  Any
statement  incorporated by reference  herein shall also be deemed to be modified
or superseded for the purposes of this Registration  Statement and any amendment
or supplement  hereto 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  statement
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  part of this  Registration  Statement  or any such  amendment or
supplement.

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   Corporations   Code   provides   for
indemnification  of an agent of the corporation in proceedings or actions.  This
Code  section  provides  for  indemnification  of officers  and  directors  of a
corporation under certain specified conditions including indemnification against
expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and

                                       2
reasonably incurred in connection with the proceeding if the agent acted in good
faith and in a manner the person reasonably believed to be in the best interests
of the corporation and in the case of a criminal  proceeding,  had no reasonable
cause to believe the conduct of the person who was unlawful.

     Article  VI  of  the  Company's  Bylaws  provide  for   indemnification  of
Registrant's  directors,  officers,  employees  and other  agents to the maximum
extent permitted by California law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

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

     5.1  Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          Common Stock being registered.

     23.1 Consent of Vavrinek, Trine, Day & Co., LLP

     23.2 Consent of Kelley Drye & Warren LLP  (included in Exhibit 5.1 hereto).

     24.1 Power of Attorney (included in the signature page of this Registration
          Statement).

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 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.

     (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

                                       3
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons 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
Securities Act of 1933, as amended,  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 of  1933,  as  amended,  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 State of California, on June 26, 2002.

                                           VINEYARD NATIONAL BANCORP

                                           By: /S/ NORMAN A. MORALES
                                           -------------------------------------
                                           Norman A. Morales
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     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 date indicated. Each person whose signature appears below,
hereby makes,  constitutes and appoints Norman A. Morales or his true and lawful
attorney,  with full power to sign for such person and in such person's name and
capacity  indicated  below,  and with full  power of  substitution,  any and all
amendments to this Registration Statement,  hereby ratifying and confirming such
person's  signature  as it may be  signed  by  said  attorney  to  any  and  all
amendments.

SIGNATURE                         TITLE                                 DATE
---------                         -----                                 ----
/S/ FRANK S. ALVAREZ             Chairman                          June 26, 2002
--------------------------------
Frank S. Alvarez
/S/ CHARLES L. KEAGLE            Director                          June 26, 2002
--------------------------------
Charles L. Keagle
/S/ JOEL H. RAVITZ               Director                          June 26, 2002
--------------------------------
Joel H. Ravitz
/S/ LESTER STROH                 Director                          June 26, 2002
--------------------------------
Lester Stroh
/S/ NORMAN A. MORALES            President, Chief Executive        June 26, 2002
-------------------------------- Officer and Director
Norman A. Morales                (principal executive officer)

/S/ JILL A. PIERCE               Executive Vice President          June 26, 2002
-------------------------------- Director of Finance and
Jill A. Pierce                   Operations (principal financial
                                 and accounting officer)

                                       5
EXHIBIT INDEX

EXHIBIT NO.                                   DESCRIPTION

     5.1  Opinion of Kelley  Drye & Warren LLP  regarding  the  legality  of the
          Common Stock being registered.

     23.1 Consent of Vavrinek, Trine, Day & Co., LLP

     23.2 Consent of Kelley Drye & Warren LLP  (included in Exhibit 5.1 hereto).

     24.1 Power of Attorney (included in the signature page of this Registration
          Statement).

                                       6