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)

                           2002 RESTRICTED SHARE 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                  25,000 shares (2)          $9.00                $225,000                 $21
============================ ==================== ==================== ======================= =====================
</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 bid and ask prices on June 28,  2002,
     as reported by the Nasdaq Small Cap 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 2002 Restricted Share 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


                                       3
<PAGE>

the  Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

          (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 (principal
Norman A. Morales             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_33712.txt", "description": "FORM S-8", "secsgml_size_bytes": 13896}]
{"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": "333-91882", "film-number": "02695714"}, "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)

                           2002 RESTRICTED SHARE 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                  25,000 shares (2)          $9.00                $225,000                 $21
============================ ==================== ==================== ======================= =====================
(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 bid and ask prices on June 28,  2002,
     as reported by the Nasdaq Small Cap 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 2002 Restricted Share 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

                                       3
the  Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

          (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 (principal
Norman A. Morales             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