Registration No. 333-______

    As filed with the Securities and Exchange Commission on January __, 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
 Incorporation or Organization)                             Identification No.)

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

          CALIFORNIA COMMUNITY BANCSHARES, INC. 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


<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
  Title of Each Class Of                                Proposed Maximum         Proposed Maximum
     Securities To Be            Amount To Be)         Offering Price Per       Aggregate Offering           Amount of
        Registered               Registered(a)               Share(b)                 Price(b)            Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                   <C>                      <C>
       Common stock             6,385,114 Shares              $6.64                 $42,397,156.96           $11,786.41
    ($0.01 Par Value)
------------------------------------------------------------------------------------------------------------------------------------

<FN>
(a) The number of shares being registered is the number of shares issuable under
the Plan.

(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of
the price at which initial options may be exercised.
</FN>
</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)  All documents  filed by the Registrant  pursuant to Sections 13(a) or 15(d)
     of the Exchange Act, since December 31, 1998, 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.


<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 21,283,712
shares  of  California  Community  common  stock  and no  shares  of  California
Community  preferred  stock  were  outstanding  as of  December  31 ,  1999.  In
addition,  6,385,114  shares of California  Community common stock were reserved
for issuance pursuant to stock option. 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 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.

                                      -3-

<PAGE>


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 as accountants for Placer Sierra Bank.

23.3     Consent of Perry-Smith & Co. LLP as accountants for Placer Sierra Bank

23.4     Consent  of  Deloitte  &  Touche  LLP  as  accountants  for  California
         Financial Bancorp and subsidiaries.

23.5     Consent of Arthur Andersen LLP as accountants for California  Financial
         Bancorp (formerly Belvedere Capital) and Subsidiary

23.6     Consent of Deloitte & Touche LLP as accountants for Security First Bank
         and Subsidiary

23.7     Consent of Arthur  Andersen LLP as accountants for Security First Bank.
         and Subsidiary

23.8     Consent of Deloitte & Touche LLP as accountants  for National  Business
         Bank

23.9     Consent  of  Deloitte & Touche  LLP as  accountants  for Bank of Orange
         County

23.10    Consent of  McGladrey  & Pullen LLP as  accountants  for Bank of Orange
         County

23.11    Consent of Deloite & Touche LLP as  accountants  for Downey Bancorp and
         subsidiary

23.12    Consent of McGladrey & Pullen LLP as accountants for Downey Bancorp and
         subsidiary

24       Power of attorney

                                      -4-

<PAGE>


99.1     California Community Bancshares, Inc. 1999 Stock Option Plan (1)

(1)  Filed with the  Securities  and  Exchange  Commission  as  Exhibit  10.1 to
     Registration Statement No. 333-87481 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;

         (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

                                      -5-

<PAGE>


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.

                                      -6-

<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 San Francisco, California,
on December 31, 1999.


                                       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.


<S>                                        <C>                                <C>
/s/ Ronald W. Bachli                  ,    Director, Principal Executive      December 31,1999
--------------------------------------     Officer
Ronald W. Bachli



 /s/ J. Thomas Byrom                  ,    Director                           December 31,1999
--------------------------------------
J. Thomas Byrom



/s/ Richard W. Decker, Jr.            ,    Director                           December 31,1999
--------------------------------------
Richard W. Decker, Jr.



                                      ,    Director                           December 31,1999
--------------------------------------
Joseph P. Heitzler



 /s / Robert J. Kushner               ,    Director                           December 31,1999
--------------------------------------
Robert J. Kushner



                                      ,    Director                           December 31,1999
--------------------------------------
Larry D. Mitchell



/s/ Clifford R. Ronnenberg            ,    Director                           December 31,1999
--------------------------------------
Clifford R. Ronnenberg



                                      ,    Director                           December 31,1999
--------------------------------------
Jaynie Studenmund



/s/ James McGann                      ,    Principal Financial Officer        December 31,1999
--------------------------------------
James McGann
</TABLE>


                                              -7-

<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 as accountants for Placer Sierra Bank.

23.3     Consent of Perry-Smith & Co. LLP as accountants for Placer Sierra Bank

23.4     Consent  of  Deloitte  &  Touche  LLP  as  accountants  for  California
         Financial Bancorp and subsidiaries.

23.5     Consent of Arthur Andersen LLP as accountants for California  Financial
         Bancorp (formerly Belvedere Capital) and Subsidiaries

23.6     Consent of Deloitte & Touche LLP as accountants for Security First Bank
         and Subsidiaries

23.7     Consent of Arthur  Andersen LLP as accountants  for Security First Bank
         and Subsidiary

23.8     Consent of Deloitte & Touche LLP as accountants  for National  Business
         Bank

23.9     Consent  of  Deloitte & Touche  LLP as  accountants  for Bank of Orange
         County

23.10    Consent of  McGladrey  & Pullen LLP as  accountants  for Bank of Orange
         County

23.11    Consent of Deloite & Touche LLP as  accountants  for Downey Bancorp and
         subsidiary

23.12    Consent of McGladrey & Pullen LLP as accountants for Downey Bancorp and
         subsidiary

24.      Power of attorney

99.1     California Community Bancshares, Inc. 1999 Stock Option Plan (1)


(1) Filed  with the  Securities  and  Exchange  Commission  as  Exhibit  10.1 to
Registration Statement No. 333-87481 and incorporated herein by reference.

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20672}]
{"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": "333-94763", "film-number": "508110"}, "business-address": {"street1": "ONE MARITIME PLAZA, SUITE 825", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4154341236"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on January __, 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
 Incorporation or Organization)                             Identification No.)

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

          CALIFORNIA COMMUNITY BANCSHARES, INC. 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                                Proposed Maximum         Proposed Maximum
     Securities To Be            Amount To Be)         Offering Price Per       Aggregate Offering           Amount of
        Registered               Registered(a)               Share(b)                 Price(b)            Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common stock             6,385,114 Shares              $6.64                 $42,397,156.96           $11,786.41
    ($0.01 Par Value)
------------------------------------------------------------------------------------------------------------------------------------
(a) The number of shares being registered is the number of shares issuable under
the Plan.

(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of
the price at which initial options may be exercised.
================================================================================
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)  All documents  filed by the Registrant  pursuant to Sections 13(a) or 15(d)
     of the Exchange Act, since December 31, 1998, 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.
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 21,283,712
shares  of  California  Community  common  stock  and no  shares  of  California
Community  preferred  stock  were  outstanding  as of  December  31 ,  1999.  In
addition,  6,385,114  shares of California  Community common stock were reserved
for issuance pursuant to stock option. 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 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.

                                      -3-
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 as accountants for Placer Sierra Bank.

23.3     Consent of Perry-Smith & Co. LLP as accountants for Placer Sierra Bank

23.4     Consent  of  Deloitte  &  Touche  LLP  as  accountants  for  California
         Financial Bancorp and subsidiaries.

23.5     Consent of Arthur Andersen LLP as accountants for California  Financial
         Bancorp (formerly Belvedere Capital) and Subsidiary

23.6     Consent of Deloitte & Touche LLP as accountants for Security First Bank
         and Subsidiary

23.7     Consent of Arthur  Andersen LLP as accountants for Security First Bank.
         and Subsidiary

23.8     Consent of Deloitte & Touche LLP as accountants  for National  Business
         Bank

23.9     Consent  of  Deloitte & Touche  LLP as  accountants  for Bank of Orange
         County

23.10    Consent of  McGladrey  & Pullen LLP as  accountants  for Bank of Orange
         County

23.11    Consent of Deloite & Touche LLP as  accountants  for Downey Bancorp and
         subsidiary

23.12    Consent of McGladrey & Pullen LLP as accountants for Downey Bancorp and
         subsidiary

24       Power of attorney

                                      -4-
99.1     California Community Bancshares, Inc. 1999 Stock Option Plan (1)

(1)  Filed with the  Securities  and  Exchange  Commission  as  Exhibit  10.1 to
     Registration Statement No. 333-87481 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;

         (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

                                      -5-
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.

                                      -6-
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 San Francisco, California,
on December 31, 1999.

                                       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      December 31,1999
--------------------------------------     Officer
Ronald W. Bachli

 /s/ J. Thomas Byrom                  ,    Director                           December 31,1999
--------------------------------------
J. Thomas Byrom

/s/ Richard W. Decker, Jr.            ,    Director                           December 31,1999
--------------------------------------
Richard W. Decker, Jr.

                                      ,    Director                           December 31,1999
--------------------------------------
Joseph P. Heitzler

 /s / Robert J. Kushner               ,    Director                           December 31,1999
--------------------------------------
Robert J. Kushner

                                      ,    Director                           December 31,1999
--------------------------------------
Larry D. Mitchell

/s/ Clifford R. Ronnenberg            ,    Director                           December 31,1999
--------------------------------------
Clifford R. Ronnenberg

                                      ,    Director                           December 31,1999
--------------------------------------
Jaynie Studenmund

/s/ James McGann                      ,    Principal Financial Officer        December 31,1999
--------------------------------------
James McGann
-7-
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 as accountants for Placer Sierra Bank.

23.3     Consent of Perry-Smith & Co. LLP as accountants for Placer Sierra Bank

23.4     Consent  of  Deloitte  &  Touche  LLP  as  accountants  for  California
         Financial Bancorp and subsidiaries.

23.5     Consent of Arthur Andersen LLP as accountants for California  Financial
         Bancorp (formerly Belvedere Capital) and Subsidiaries

23.6     Consent of Deloitte & Touche LLP as accountants for Security First Bank
         and Subsidiaries

23.7     Consent of Arthur  Andersen LLP as accountants  for Security First Bank
         and Subsidiary

23.8     Consent of Deloitte & Touche LLP as accountants  for National  Business
         Bank

23.9     Consent  of  Deloitte & Touche  LLP as  accountants  for Bank of Orange
         County

23.10    Consent of  McGladrey  & Pullen LLP as  accountants  for Bank of Orange
         County

23.11    Consent of Deloite & Touche LLP as  accountants  for Downey Bancorp and
         subsidiary

23.12    Consent of McGladrey & Pullen LLP as accountants for Downey Bancorp and
         subsidiary

24.      Power of attorney

99.1     California Community Bancshares, Inc. 1999 Stock Option Plan (1)

(1) Filed  with the  Securities  and  Exchange  Commission  as  Exhibit  10.1 to
Registration Statement No. 333-87481 and incorporated herein by reference.

                                      -8-