<TABLE>
<CAPTION>
<S>                              <C>                          <C>                  <C>                         <C>
                                                        Registration No.
                             As filed with the Securities and Exchange Commission on May 1, 2000
===============================================================================================================================

                                               SECURITIES AND EXCHANGE COMMISSION
                                                     Washington, D.C. 20549

                                                            FORM S-8
                                                     Registration Statement
                                                Under the Securities Act of 1933

                                             CALIFORNIA COMMUNITY BANCSHARES, INC.
                                     (Exact Name of Registrant as Specified in its Charter)

                                   DELAWARE                                       94-3339505
                            -------------------------                         -------------------
                         (State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
                          Incorporation or Organization)

                                 One Maritime Plaza, Suite 825, San Francisco, California 94111
                                            (Address of Principal Executive Offices)


                                      CALIFORNIA FINANCIAL BANCORP 1999 STOCK OPTION PLAN

                                                    (Full Title of the Plan)


                                    RONALD W. BACHLI, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 One Maritime Plaza, Suite 825, San Francisco, California 94111
                                            (Name and Address of Agent for Service)

                                                         (415) 434-1236
                                 (Telephone Number, including Area Code, of Agent for Service)

                                                            Copy to:
                                                      R. Brent Faye, Esq.
                                                     Lillick & Charles LLP
                              Two Embarcadero Center, Suite 2700, San Francisco, California 94111
                                                         (415) 984-8200

                                                CALCULATION OF REGISTRATION FEE

===============================================================================================================================
  Title of Each Class Of         Amount To Be           Proposed Maximum         Proposed Maximum      Amount of Registration
     Securities To Be            Registered(a)         Offering Price Per       Aggregate Offering               Fee
        Registered                                          Share(b)                 Price(b)
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
       Common stock              281,758 Shares               $5.44                $1,532,763.52               $404.65
    ($0.01 Par Value)
===============================================================================================================================
(a) The number of shares being  registered is the number of shares  issuable  under the Plan.  The  Registrant is the successor
corporation to California Financial Bancorp.
(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of the book value of the securities being offered
as of March 31, 2000.
===============================================================================================================================
</TABLE>

<PAGE>

                                     PART I

                     INFORMATION REQUESTED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.


The Registrant,  California  Community  Bancshares,  Inc., will send or give the
documents  containing  the  information   specified  in  this  Item  I  to  each
participant  as specified by Rule  428(b)(1).  In accordance  with the rules and
regulations of the Securities and Exchange  Commission and the  instructions  to
Form S-8,  Registrant  is not filing  such  documents  with the  Securities  and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.


The  Registrant  will  send or give the  documents  containing  the  information
specified  in Item 2 to each  participant  as specified  by Rule  428(b)(1).  In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  and the  instructions  to Form S-8,  Registrant  is not filing  such
documents  with the Securities  and Exchange  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.


California   Community   Bancshares,   Inc.   ("California   Community")  hereby
incorporates by reference the documents listed below. All documents subsequently
filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange Act of 1934 (the  "Exchange  Act") prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

(a)      Registrant's   Prospectus   filed  with  the  Securities  and  Exchange
         Commission  under  Section   424(b)(3)  with  respect  to  Registration
         Statement 333-87481.

(b)      Registrant's Annual Report of Form 10-K for the year ended December 31,
         1999 filed with the Securities & Exchange Commission.


(c)      All other documents filed by the Registrant  pursuant to Sections 13(a)
         or 15(d) of the  Exchange  Act since  December  31, 1999 to the date of
         this filing.


Any  statement  contained  herein or in any document  incorporated  by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that another statement contained herein or
in any  other  document  subsequently  filed,  which  also  is  incorporated  by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


                                      -2-

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

Capital Stock

The  authorized  capital  stock of California  Community  consists of 75,000,000
shares  of  California  Community  common  stock,  $0.01 par value per share and
25,000,000 shares of California  Community  preferred stock, of which 26,312,576
shares  of  California  Community  common  stock  and no  shares  of  California
Community  preferred  stock were  outstanding as of March 31, 2000. In addition,
7,607,499  shares of  California  Community  common stock have been reserved for
issuance  pursuant to California  Community  Bancshares,  Inc. 1999 Stock Option
Plan and 281,758  shares have been  reserved for issuance  under the  California
Financial  Bancorp 1999 Stock Option Plan.  Each share of  California  Community
common  stock has the same rights,  privileges  and  preferences  as every other
share  and would  share  equally  in  California  Community's  net  assets  upon
liquidation or dissolution. The shares of California Community common stock have
no preemptive or other  subscription  rights, and there are no conversion rights
or  redemption or sinking fund  provisions.  Each share is entitled to one vote,
except that in the election of directors,  California Community shareholders may
vote their shares  cumulatively.  All of the  outstanding  shares of  California
Community   common  stock  are  validly  issued  and   nonassessable   and  each
participates  equally in  dividends,  which are payable  when and as declared by
California  Community's  Board  of  Directors  out of  funds  legally  available
therefor.

California Community Certificate of Incorporation

California  Community's  Certificate of  Incorporation  incorporates  provisions
which may have the  effect of  delaying,  deferring  or  preventing  a change in
control  of  California  Community  in  certain   circumstances.   Specifically,
California   Community's   Certificate  of   Incorporation   provides  that  the
shareholder vote required to approve a Business Combination (as described below)
shall be at least 66-2/3% of California Community's outstanding shares of voting
stock, voting together as a single class. A Business Combination means any:

o     merger  or  consolidation  of  California  Community  or a  subsidiary  of
      California  Community  where  the  shareholders  of  California  Community
      immediately  prior to the  merger or  consolidation  will own  immediately
      after  the  merger  or  consolidation  (A)  no  equity  securities  of the
      surviving   entity  after  the  merger  or  consolidation  or  (B)  equity
      securities  (excluding  options,  warrants  and  rights) of the  surviving
      entity after the merger or consolidation  with less than 50% of the voting
      power of the surviving entity after the merger or consolidation or

o     any sale,  exchange,  transfer or other  disposition of 50% or more of the
      assets of California  Community or combined assets of California Community
      and its subsidiaries.

The amendment or repeal of this provision of California Community's  Certificate
of Incorporation requires the affirmative vote of the holders of 66 2/3% or more
of the outstanding shares of voting stock.

Payment of Dividends and Repurchase of Shares

Delaware law permits a  corporation  to declare and pay dividends out of surplus
or, if there is no surplus,  out of net profits for the fiscal year in which the
dividend is declared and/or for the preceding  fiscal year


                                      -3-

<PAGE>

as long as the amount of capital of the  corporation  following the  declaration
and payment of the dividend is not less than the aggregate amount of the capital
represented  by the  issued  and  outstanding  stock  of all  classes  having  a
preference upon the distribution of assets. In addition,  Delaware law generally
provides  that a  corporation  may redeem or  repurchase  its shares only if the
capital of the  corporation  is not impaired and such  redemption  or repurchase
would not impair the capital of the corporation.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.


Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Bylaws  of  California  Community  provide  for  indemnification  of agents
including directors, officers, and employees, to the fullest extent permitted by
Delaware  law.  California  Community's  Certificate  of  Incorporation  further
provides  for a limitation  of director  liability  for monetary  damages to the
extent allowed by Delaware law. Delaware law generally allows indemnification in
matters  not  involving  the  right  of  the  corporation,  to an  agent  of the
corporation  if such  person  acted in good  faith and in a manner  such  person
reasonably  believed to be in the best interests of the corporation,  and in the
case of a criminal  matter,  had no  reasonable  cause to believe the conduct of
such person was unlawful.  California Community's Bylaws provide that California
Community  will,  to the extent  permitted by law,  indemnify  its directors and
executive  officers,  and may indemnify its other officers,  employees and other
agents to the fullest extent permitted by Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.


Not Applicable.


ITEM 8.  EXHIBITS.


5.1      Opinion re: Legality

23.1     Consent of Counsel is included  with the opinion re legality as Exhibit
         5.1 to the Registration Statement.

23.2     Consent of KMPG LLP

23.3     Consent of Deloitte & Touche LLP

23.4     Consent of Arthur Andersen LLP

24.1     Power of attorney

99.1     California Financial Bancorp 1999 Stock Option Plan (1)

(1)      Filed with the Securities  and Exchange  Commission as Exhibit 10. 2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
and incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.


(a)      The undersigned Registrant hereby undertakes:


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

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


                                       -4-

<PAGE>

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (1)(i) and (1)(ii) do not apply if the  Registration
Statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed with or furnished to the Commission by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

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

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

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

(h)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  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 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 Act and will be governed by the final adjudication of
such issue.


                                      -5-

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized in the City of Sacramento, California, on
April 27, 2000.

                                            CALIFORNIA COMMUNITY BANCSHARES, INC

                                            /s/ Ronald W. Bachli
                                            ------------------------------------
                                            Ronald W. Bachli, President & CEO
<TABLE>
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.
<CAPTION>
<S>                                                <C>                            <C>
/s/ Ronald W. Bachli                           ,   Director, Principal Executive
-----------------------------------------------    Officer                        April 27, 2000.
Ronald W. Bachli


/s/ J. Thomas Byrom                            ,   Director                       April 27, 2000.
-----------------------------------------------
J. Thomas Byrom


/s/ Richard W. Decker, Jr.                     ,   Director                       April 27, 2000.
-----------------------------------------------
Richard W. Decker, Jr.


/s/ Joseph P. Heitzler                         ,   Director                       April 27, 2000.
-----------------------------------------------
Joseph P. Heitzler


                                               ,   Director                       April 27, 2000.
-----------------------------------------------
Robert J. Kushner


/s/ Larry D. Mitchell                          ,   Director                       April 27, 2000.
-----------------------------------------------
Larry D. Mitchell


/s/ Clifford R. Ronnenberg                     ,   Director                       April 27, 2000.
-----------------------------------------------
Clifford R. Ronnenberg


                                               ,   Director                       April 27, 2000.
-----------------------------------------------
Jaynie Studenmund


/s/ David E. Hooston                           ,   Principal Financial Officer    April 27, 2000.
-----------------------------------------------
David E. Hooston
</TABLE>

                                      -6-

<PAGE>



                                  EXHIBIT INDEX

Exhibit

Number   Description
------   -----------
5.1      Opinion re:  Legality

23.1     Consent of Counsel is included  with the opinion re legality as Exhibit
         5.1 to the Registration Statement.

23.2     Consent of KMPG LLP

23.3     Consent of Deloitte & Touche LLP

23.4     Consent of Arthur Andersen LLP

24.      Power of attorney

99.1     California Financial Bancorp1999 Stock Option Plan(1)


(1) Filed with the  Securities  and Exchange  Commission as Exhibit 10.2  to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.


                                      -7-

<PAGE>

EXHIBIT 5.1

                              OPINION RE: LEGALITY



                                      -8-

<PAGE>

                              Lillick & Charles LLP
                                Attorneys at Law
                             Two Embarcadero Center
                          San Francisco, CA 94111-3996
                                 (415) 984-8200

                                 April 27, 2000

rfaye@lillick.com                                                   415-984-8365






California Community Bancshares, Inc.
One Maritime Plaza, Suite 825
San Francisco,, California 94111

Ladies and Gentlemen:


         With  reference  to the  Registration  Statement  on Form S-8  filed by
California  Community   Bancshares,   Inc  ("California   Community")  with  the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended,  of 281,758  shares of California  Community
Common Stock,  $0.01 par value,  (the "Shares") to be issued in connection  with
the grant and exercise of options under the  California  Financial  Bancorp 1999
Stock Option Plan (the "Stock Option Plan"):

         We are of the opinion  that the Shares have been duly  authorized  and,
when issued in accordance  with the Stock Option Plan,  will be validly  issued,
fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement,  and any  amendments  thereto,  and the use of our name
under  the  caption  "Legal  Matters"  in the  Registration  Statement,  and any
amendments thereto, and in the Prospectus included therein.

                                                       Very truly yours,


                                                       /s/ Lillick & Charles LLP
                                                       LILLICK & CHARLES LLP







                                      -9-

<PAGE>



                                  EXHIBIT 23.2

                               CONSENT OF KPMG LLP




                                      -10-

<PAGE>


                          Independent Auditors' Consent

The Board of Directors
California Community Bancshares, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of California Community Bancshares, Inc. of our report dated March 17, 2000,
relating to the  consolidated  statement  of financial  condition of  California
Community  Bancshares,  Inc. and  subsidiaries  as of December 31, 1999, and the
related  consolidated  statements of  operations,  comprehensive  income (loss),
shareholders' equity, and cash flows for the year ended December 31, 1999, which
report  appears  in the  December  31,  1999,  annual  report  on  Form  10-K of
California Community Bancshares, Inc.

                                  /s/ KPMG LLP

Sacramento, California
April 27, 2000



                                      -11-

<PAGE>



                                  EXHIBIT 23.3

                        CONSENT OF DELOITTE & TOUCHE LLP







                                      -12-


<PAGE>



INDEPENDENT AUDITORS' REPORT

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of California Community  Bancshares,  Inc. of our report dated February
23, 1999 on the  consolidated  balance  sheet of  California  Financial  Bancorp
(formerly  Belvedere  Bancorp) and subsidiaries as of December 31, 1998, and the
related  consolidated  statements of  operations,  comprehensive  income (loss),
changes  in  stockholder's  equity,  and cash  flows  for the year  then  ended,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
California Community Bancshares, Inc. for the year ended December 31, 1999.

/s/ Deloitte & Touche LLP

Los Angeles, California
April 27, 2000


                                      -13-

<PAGE>


                                  EXHIBIT 23.4

                         CONSENT OF ARTHUR ANDERSEN LLP








                                      -14-

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  on  Form  S-8 of our  report  dated
February 25, 1998 relating to the consolidated statements of operations and cash
flows  of  California  Financial  Bancorp  and  subsidiary  (formerly  known  as
"Belvedere Bancorp and subsidiary) for the period from inception  (September 11,
1997)  through  December 31, 1997 included in  California  Community  Bancshares
previously  filed  annual  report on Form 10-K for the year ended  December  31,
1999.

/s/ Arthur Andersen LLP

Orange County, California
April 27, 2000


                                      -15-

<PAGE>



                                  EXHIBIT 24.1

                                POWER OF ATTORNEY



                                      -16-

<PAGE>



                                  EXHIBIT 24.1

                                POWER OF ATTORNEY

                                POWER OF ATTORNEY
<TABLE>
Each person whose signature  appears below hereby authorizes Ronald W. Bachli or
Richard W. Decker, Jr. and either of them, as  attorney-in-fact,  to sign in his
or her behalf,  individually and in each capacity stated below, and to file this
Registration Statement on Form S-8 and all amendments and/or supplements to this
Registration Statement on Form S-8.
<CAPTION>
<S>                                                <C>                            <C>
/s/ Ronald W. Bachli                           ,   Director, Principal Executive  April 27, 2000
-----------------------------------------------    Officer
Ronald W. Bachli


/s/ J. Thomas Byrom                            ,   Director                       April 27, 2000
-----------------------------------------------
J. Thomas Byrom

/s/ Richard W. Decker, Jr.                     ,   Director                       April 27, 2000
-----------------------------------------------
Richard W. Decker, Jr.


/s/ Joseph P. Heitzler                         ,   Director                       April 27, 2000
-----------------------------------------------
Joseph P. Heitzler


                                               ,   Director                       April 27, 2000
-----------------------------------------------
Robert J. Kushner


/s/ Larry D. Mitchell                          ,   Director                       April 27, 2000
-----------------------------------------------
Larry D. Mitchell


/s/ Clifford R. Ronnenberg                     ,   Director                       April 27, 2000
-----------------------------------------------
Clifford R. Ronnenberg


                                               ,   Director                       April 27, 2000
-----------------------------------------------
Jaynie Studenmund


/s/ David E. Hooston                           ,   Principal Financial Officer    April 27, 2000
-----------------------------------------------
David E. Hooston
</TABLE>

                                      -17-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 27265}]
{"company-data": {"conformed-name": "CALIFORNIA COMMUNITY BANCSHARES INC", "cik": "0001094893", "assigned-sic": "6021", "irs-number": "943339505", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35972", "film-number": "614659"}, "business-address": {"street1": "ONE MARITIME PLAZA, SUITE 825", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4154341236"}}
Registration No.
                             As filed with the Securities and Exchange Commission on May 1, 2000
===============================================================================================================================

                                               SECURITIES AND EXCHANGE COMMISSION
                                                     Washington, D.C. 20549

                                                            FORM S-8
                                                     Registration Statement
                                                Under the Securities Act of 1933

                                             CALIFORNIA COMMUNITY BANCSHARES, INC.
                                     (Exact Name of Registrant as Specified in its Charter)

                                   DELAWARE                                       94-3339505
                            -------------------------                         -------------------
                         (State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
                          Incorporation or Organization)

                                 One Maritime Plaza, Suite 825, San Francisco, California 94111
                                            (Address of Principal Executive Offices)

                                      CALIFORNIA FINANCIAL BANCORP 1999 STOCK OPTION PLAN

                                                    (Full Title of the Plan)

                                    RONALD W. BACHLI, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 One Maritime Plaza, Suite 825, San Francisco, California 94111
                                            (Name and Address of Agent for Service)

                                                         (415) 434-1236
                                 (Telephone Number, including Area Code, of Agent for Service)

                                                            Copy to:
                                                      R. Brent Faye, Esq.
                                                     Lillick & Charles LLP
                              Two Embarcadero Center, Suite 2700, San Francisco, California 94111
                                                         (415) 984-8200

                                                CALCULATION OF REGISTRATION FEE

===============================================================================================================================
  Title of Each Class Of         Amount To Be           Proposed Maximum         Proposed Maximum      Amount of Registration
     Securities To Be            Registered(a)         Offering Price Per       Aggregate Offering               Fee
        Registered                                          Share(b)                 Price(b)
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
       Common stock              281,758 Shares               $5.44                $1,532,763.52               $404.65
    ($0.01 Par Value)
===============================================================================================================================
(a) The number of shares being  registered is the number of shares  issuable  under the Plan.  The  Registrant is the successor
corporation to California Financial Bancorp.
(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of the book value of the securities being offered
as of March 31, 2000.
===============================================================================================================================
PART I

                     INFORMATION REQUESTED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The Registrant,  California  Community  Bancshares,  Inc., will send or give the
documents  containing  the  information   specified  in  this  Item  I  to  each
participant  as specified by Rule  428(b)(1).  In accordance  with the rules and
regulations of the Securities and Exchange  Commission and the  instructions  to
Form S-8,  Registrant  is not filing  such  documents  with the  Securities  and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  Registrant  will  send or give the  documents  containing  the  information
specified  in Item 2 to each  participant  as specified  by Rule  428(b)(1).  In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  and the  instructions  to Form S-8,  Registrant  is not filing  such
documents  with the Securities  and Exchange  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

California   Community   Bancshares,   Inc.   ("California   Community")  hereby
incorporates by reference the documents listed below. All documents subsequently
filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange Act of 1934 (the  "Exchange  Act") prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

(a)      Registrant's   Prospectus   filed  with  the  Securities  and  Exchange
         Commission  under  Section   424(b)(3)  with  respect  to  Registration
         Statement 333-87481.

(b)      Registrant's Annual Report of Form 10-K for the year ended December 31,
         1999 filed with the Securities & Exchange Commission.

(c)      All other documents filed by the Registrant  pursuant to Sections 13(a)
         or 15(d) of the  Exchange  Act since  December  31, 1999 to the date of
         this filing.

Any  statement  contained  herein or in any document  incorporated  by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that another statement contained herein or
in any  other  document  subsequently  filed,  which  also  is  incorporated  by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      -2-
ITEM 4.  DESCRIPTION OF SECURITIES.

Capital Stock

The  authorized  capital  stock of California  Community  consists of 75,000,000
shares  of  California  Community  common  stock,  $0.01 par value per share and
25,000,000 shares of California  Community  preferred stock, of which 26,312,576
shares  of  California  Community  common  stock  and no  shares  of  California
Community  preferred  stock were  outstanding as of March 31, 2000. In addition,
7,607,499  shares of  California  Community  common stock have been reserved for
issuance  pursuant to California  Community  Bancshares,  Inc. 1999 Stock Option
Plan and 281,758  shares have been  reserved for issuance  under the  California
Financial  Bancorp 1999 Stock Option Plan.  Each share of  California  Community
common  stock has the same rights,  privileges  and  preferences  as every other
share  and would  share  equally  in  California  Community's  net  assets  upon
liquidation or dissolution. The shares of California Community common stock have
no preemptive or other  subscription  rights, and there are no conversion rights
or  redemption or sinking fund  provisions.  Each share is entitled to one vote,
except that in the election of directors,  California Community shareholders may
vote their shares  cumulatively.  All of the  outstanding  shares of  California
Community   common  stock  are  validly  issued  and   nonassessable   and  each
participates  equally in  dividends,  which are payable  when and as declared by
California  Community's  Board  of  Directors  out of  funds  legally  available
therefor.

California Community Certificate of Incorporation

California  Community's  Certificate of  Incorporation  incorporates  provisions
which may have the  effect of  delaying,  deferring  or  preventing  a change in
control  of  California  Community  in  certain   circumstances.   Specifically,
California   Community's   Certificate  of   Incorporation   provides  that  the
shareholder vote required to approve a Business Combination (as described below)
shall be at least 66-2/3% of California Community's outstanding shares of voting
stock, voting together as a single class. A Business Combination means any:

o     merger  or  consolidation  of  California  Community  or a  subsidiary  of
      California  Community  where  the  shareholders  of  California  Community
      immediately  prior to the  merger or  consolidation  will own  immediately
      after  the  merger  or  consolidation  (A)  no  equity  securities  of the
      surviving   entity  after  the  merger  or  consolidation  or  (B)  equity
      securities  (excluding  options,  warrants  and  rights) of the  surviving
      entity after the merger or consolidation  with less than 50% of the voting
      power of the surviving entity after the merger or consolidation or

o     any sale,  exchange,  transfer or other  disposition of 50% or more of the
      assets of California  Community or combined assets of California Community
      and its subsidiaries.

The amendment or repeal of this provision of California Community's  Certificate
of Incorporation requires the affirmative vote of the holders of 66 2/3% or more
of the outstanding shares of voting stock.

Payment of Dividends and Repurchase of Shares

Delaware law permits a  corporation  to declare and pay dividends out of surplus
or, if there is no surplus,  out of net profits for the fiscal year in which the
dividend is declared and/or for the preceding  fiscal year

                                      -3-
as long as the amount of capital of the  corporation  following the  declaration
and payment of the dividend is not less than the aggregate amount of the capital
represented  by the  issued  and  outstanding  stock  of all  classes  having  a
preference upon the distribution of assets. In addition,  Delaware law generally
provides  that a  corporation  may redeem or  repurchase  its shares only if the
capital of the  corporation  is not impaired and such  redemption  or repurchase
would not impair the capital of the corporation.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Bylaws  of  California  Community  provide  for  indemnification  of agents
including directors, officers, and employees, to the fullest extent permitted by
Delaware  law.  California  Community's  Certificate  of  Incorporation  further
provides  for a limitation  of director  liability  for monetary  damages to the
extent allowed by Delaware law. Delaware law generally allows indemnification in
matters  not  involving  the  right  of  the  corporation,  to an  agent  of the
corporation  if such  person  acted in good  faith and in a manner  such  person
reasonably  believed to be in the best interests of the corporation,  and in the
case of a criminal  matter,  had no  reasonable  cause to believe the conduct of
such person was unlawful.  California Community's Bylaws provide that California
Community  will,  to the extent  permitted by law,  indemnify  its directors and
executive  officers,  and may indemnify its other officers,  employees and other
agents to the fullest extent permitted by Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

5.1      Opinion re: Legality

23.1     Consent of Counsel is included  with the opinion re legality as Exhibit
         5.1 to the Registration Statement.

23.2     Consent of KMPG LLP

23.3     Consent of Deloitte & Touche LLP

23.4     Consent of Arthur Andersen LLP

24.1     Power of attorney

99.1     California Financial Bancorp 1999 Stock Option Plan (1)

(1)      Filed with the Securities  and Exchange  Commission as Exhibit 10. 2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
and incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

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

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

                                       -4-
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (1)(i) and (1)(ii) do not apply if the  Registration
Statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed with or furnished to the Commission by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

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

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

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

(h)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  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 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 Act and will be governed by the final adjudication of
such issue.

                                      -5-
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized in the City of Sacramento, California, on
April 27, 2000.

                                            CALIFORNIA COMMUNITY BANCSHARES, INC

                                            /s/ Ronald W. Bachli
                                            ------------------------------------
                                            Ronald W. Bachli, President & CEO

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.
/s/ Ronald W. Bachli                           ,   Director, Principal Executive
-----------------------------------------------    Officer                        April 27, 2000.
Ronald W. Bachli

/s/ J. Thomas Byrom                            ,   Director                       April 27, 2000.
-----------------------------------------------
J. Thomas Byrom

/s/ Richard W. Decker, Jr.                     ,   Director                       April 27, 2000.
-----------------------------------------------
Richard W. Decker, Jr.

/s/ Joseph P. Heitzler                         ,   Director                       April 27, 2000.
-----------------------------------------------
Joseph P. Heitzler

                                               ,   Director                       April 27, 2000.
-----------------------------------------------
Robert J. Kushner

/s/ Larry D. Mitchell                          ,   Director                       April 27, 2000.
-----------------------------------------------
Larry D. Mitchell

/s/ Clifford R. Ronnenberg                     ,   Director                       April 27, 2000.
-----------------------------------------------
Clifford R. Ronnenberg

                                               ,   Director                       April 27, 2000.
-----------------------------------------------
Jaynie Studenmund

/s/ David E. Hooston                           ,   Principal Financial Officer    April 27, 2000.
-----------------------------------------------
David E. Hooston
-6-
EXHIBIT INDEX

Exhibit

Number   Description
------   -----------
5.1      Opinion re:  Legality

23.1     Consent of Counsel is included  with the opinion re legality as Exhibit
         5.1 to the Registration Statement.

23.2     Consent of KMPG LLP

23.3     Consent of Deloitte & Touche LLP

23.4     Consent of Arthur Andersen LLP

24.      Power of attorney

99.1     California Financial Bancorp1999 Stock Option Plan(1)

(1) Filed with the  Securities  and Exchange  Commission as Exhibit 10.2  to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.

                                      -7-
EXHIBIT 5.1

                              OPINION RE: LEGALITY

                                      -8-
Lillick & Charles LLP
                                Attorneys at Law
                             Two Embarcadero Center
                          San Francisco, CA 94111-3996
                                 (415) 984-8200

                                 April 27, 2000

rfaye@lillick.com                                                   415-984-8365

California Community Bancshares, Inc.
One Maritime Plaza, Suite 825
San Francisco,, California 94111

Ladies and Gentlemen:

         With  reference  to the  Registration  Statement  on Form S-8  filed by
California  Community   Bancshares,   Inc  ("California   Community")  with  the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended,  of 281,758  shares of California  Community
Common Stock,  $0.01 par value,  (the "Shares") to be issued in connection  with
the grant and exercise of options under the  California  Financial  Bancorp 1999
Stock Option Plan (the "Stock Option Plan"):

         We are of the opinion  that the Shares have been duly  authorized  and,
when issued in accordance  with the Stock Option Plan,  will be validly  issued,
fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement,  and any  amendments  thereto,  and the use of our name
under  the  caption  "Legal  Matters"  in the  Registration  Statement,  and any
amendments thereto, and in the Prospectus included therein.

                                                       Very truly yours,

                                                       /s/ Lillick & Charles LLP
                                                       LILLICK & CHARLES LLP

                                      -9-
EXHIBIT 23.2

                               CONSENT OF KPMG LLP

                                      -10-
Independent Auditors' Consent

The Board of Directors
California Community Bancshares, Inc.:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of California Community Bancshares, Inc. of our report dated March 17, 2000,
relating to the  consolidated  statement  of financial  condition of  California
Community  Bancshares,  Inc. and  subsidiaries  as of December 31, 1999, and the
related  consolidated  statements of  operations,  comprehensive  income (loss),
shareholders' equity, and cash flows for the year ended December 31, 1999, which
report  appears  in the  December  31,  1999,  annual  report  on  Form  10-K of
California Community Bancshares, Inc.

                                  /s/ KPMG LLP

Sacramento, California
April 27, 2000

                                      -11-
EXHIBIT 23.3

                        CONSENT OF DELOITTE & TOUCHE LLP

                                      -12-
INDEPENDENT AUDITORS' REPORT

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of California Community  Bancshares,  Inc. of our report dated February
23, 1999 on the  consolidated  balance  sheet of  California  Financial  Bancorp
(formerly  Belvedere  Bancorp) and subsidiaries as of December 31, 1998, and the
related  consolidated  statements of  operations,  comprehensive  income (loss),
changes  in  stockholder's  equity,  and cash  flows  for the year  then  ended,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
California Community Bancshares, Inc. for the year ended December 31, 1999.

/s/ Deloitte & Touche LLP

Los Angeles, California
April 27, 2000

                                      -13-
EXHIBIT 23.4

                         CONSENT OF ARTHUR ANDERSEN LLP

                                      -14-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  on  Form  S-8 of our  report  dated
February 25, 1998 relating to the consolidated statements of operations and cash
flows  of  California  Financial  Bancorp  and  subsidiary  (formerly  known  as
"Belvedere Bancorp and subsidiary) for the period from inception  (September 11,
1997)  through  December 31, 1997 included in  California  Community  Bancshares
previously  filed  annual  report on Form 10-K for the year ended  December  31,
1999.

/s/ Arthur Andersen LLP

Orange County, California
April 27, 2000

                                      -15-
EXHIBIT 24.1

                                POWER OF ATTORNEY

                                      -16-
EXHIBIT 24.1

                                POWER OF ATTORNEY

                                POWER OF ATTORNEY

Each person whose signature  appears below hereby authorizes Ronald W. Bachli or
Richard W. Decker, Jr. and either of them, as  attorney-in-fact,  to sign in his
or her behalf,  individually and in each capacity stated below, and to file this
Registration Statement on Form S-8 and all amendments and/or supplements to this
Registration Statement on Form S-8.
/s/ Ronald W. Bachli                           ,   Director, Principal Executive  April 27, 2000
-----------------------------------------------    Officer
Ronald W. Bachli

/s/ J. Thomas Byrom                            ,   Director                       April 27, 2000
-----------------------------------------------
J. Thomas Byrom

/s/ Richard W. Decker, Jr.                     ,   Director                       April 27, 2000
-----------------------------------------------
Richard W. Decker, Jr.

/s/ Joseph P. Heitzler                         ,   Director                       April 27, 2000
-----------------------------------------------
Joseph P. Heitzler

                                               ,   Director                       April 27, 2000
-----------------------------------------------
Robert J. Kushner

/s/ Larry D. Mitchell                          ,   Director                       April 27, 2000
-----------------------------------------------
Larry D. Mitchell

/s/ Clifford R. Ronnenberg                     ,   Director                       April 27, 2000
-----------------------------------------------
Clifford R. Ronnenberg

                                               ,   Director                       April 27, 2000
-----------------------------------------------
Jaynie Studenmund

/s/ David E. Hooston                           ,   Principal Financial Officer    April 27, 2000
-----------------------------------------------
David E. Hooston
-17-