<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
                                                   Registration No. 333-________
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                            VALLICORP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                              77-0229483
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification No.)

8405 NORTH FRESNO STREET, FRESNO, CALIFORNIA                 93720
(Address of Principal Executive Offices)                   (Zip Code)

   VALLICORP HOLDINGS, INC. 1996 AUBURN 1982 NON-QUALIFIED CONTINUATION STOCK
                                  OPTION PLAN
                            (Full title of the plan)

                                  E.L. HERBERT
                    EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
                            VALLICORP HOLDINGS, INC.
                            8405 NORTH FRESNO STREET
                           FRESNO, CALIFORNIA  93720
                                 (209) 437-5705
(Name, address and telephone number, including area code, of agent for service)

                   -----------------------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF                                   OFFERING PRICE PER       AGGREGATE OFFERING       AMOUNT OF
 SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED        SHARE /(1)/              PRICE /(1)/         REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                         <C>                      <C>                    <C>
Common Stock, par value one                                                                         
 cent ($.01) per share.......   2,965                       $16.875                  $50,034                $17.00
- ----------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

(1)  This figure has been estimated solely for the purpose of determining the
     registration fee.  The figure was calculated pursuant to Rule 457(c) using
     the average of the high and low prices for shares of the Company's Common
     Stock as reported on The Nasdaq Stock Market on September 25, 1996.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------

                          This is page 1 of 36 pages.
                    The Exhibit Index is located at page 11.

                                                                               1
<PAGE>
 
                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission ("Commission")
as part of this Form S-8 Registration Statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed by ValliCorp Holdings, Inc. (Commission
File No. 0-18202) (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1995.

         2.  The Company's Registration Statement under the Securities Act of
     1933, as amended, No. 333-06411, which contains audited supplemental
     consolidated financial statements for the year ended December 31, 1995.

         3.  The Company's Quarterly Reports on Form 10-Q for the three-month
     periods ended March 31, 1996 and June 30, 1996.

         4.  The Company's Reports on Form 8-K dated February 2, 1996, March 22,
     1996 and March 27, 1996 and an Amendment No. 1 on Form 8-K/A to the Form 8-
     K bearing a Date of Report of February 2, 1996.

         5.  The description of the Common Stock contained in the Company's
     Registration Statement filed pursuant to Section 12 of the Securities
     Exchange Act of 1934 on Form 8-K dated November 30, 1989, and any amendment
     or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
of filing of this Registration Statement and prior to such time as the Company
files a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by

                                                                               2
<PAGE>
 
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

         Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by E.L. Herbert,
the Company's Executive Vice President, General Counsel and Secretary. As of
September 1, 1996, Mr. Herbert beneficially owned an aggregate of 10,081 shares
of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

         As permitted by Sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty, except: (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in situations described above.

         The directors and officers of the Registrant may be indemnified by the
Registrant pursuant to the provisions of Article VIII of its Bylaws, which read
as follows:

         SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or executive officer of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director or executive officer or in any other capacity
while serving as a director or executive officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by Delaware law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment 

                                                                               3
<PAGE>
 
permits the Corporation to provide broader indemnification rights than said Law
permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this Bylaw or any agreement with the Corporation) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or executive officer and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this Article VIII,
the Corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if such action, suit or proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. Such right shall be a contract right and
shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law then so requires, the
payment of such expenses incurred by a director or executive officer of the
Corporation in his or her capacity as a director or executive officer (and not
in any other capacity in which service was or is rendered by such person while a
director or executive officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or executive officer, to repay all amounts so advanced
if it should be determined ultimately that such director or executive officer is
not entitled to be indemnified under this Section or otherwise. For purposes of
this Article VIII, "executive officer" shall mean the President, Secretary,
Chief Financial Officer and any other officer who is so designated as such in a
resolution of the Board of Directors that expressly refers to this Article.

         SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1
is not paid in full by the Corporation within thirty (30) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if such suit is not frivolous or brought in bad faith, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. In making such claim, the claimant shall have the burden of proving that
the claimant has met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders), that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

         SECTION 3.  NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person in Section 1 and 2 shall not be exclusive of any other right which such
persons may have or hereafter 

                                                                               4
<PAGE>
 
acquire under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.

         SECTION 4.  INDEMNIFICATION CONTRACTS.  The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.

         SECTION 5.  INSURANCE.  The Corporation shall maintain insurance to the
extent that it is reasonably available and the premium costs are not
disproportionate to the amount of coverage provided, at its expense, to protect
itself and any such director or executive officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

         SECTION 6.  EFFECT OF AMENDMENT. Any amendment, repeal or modification
of any provision of this Article VIII by the shareholders and the directors of
the Corporation shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such amendment, repeal or
modification.

         SECTION 7.  SETTLEMENT OF CLAIMS. The Corporation shall not be liable
to indemnify any director or executive officer under this Article VIII: (i) for
any amounts paid in settlement of any action or claim effected without the
Corporation's written consent, which consent shall not be unreasonably withheld;
or (ii) for any judicial award, if the Corporation was not given a reasonable
and timely opportunity, at its expense, to participate in the defense of such
action.

         SECTION 8.  SUBROGATION. In the event of payment under this Article
VIII, the Corporation shall be subrogated to the extent of such payment to all
of the rights of recovery of the indemnified party who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including, without limitation, the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such rights.

         SECTION 9.  NO DUPLICATION OF PAYMENTS.  The Corporation shall not be
liable under this Article VIII to make any payment in connection with any claim
made against the director or executive officer to the extent such director or
executive officer has otherwise actually received payment (under any insurance
policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable
hereunder.

         The Registrant's Bylaws provide for indemnification of legal
representatives, directors and executive officers of the Registrant or persons
serving at the request of the 

                                                                               5
<PAGE>
 
Registrant as a director, officer or employee of another corporation, or a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefits (an "Indemnitee"). Under the Bylaws, the Registrant
must indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been an Indemnitee of the Registrant. The
Registrant is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.

         The Registrant also maintains an insurance policy insuring its
directors and executive officers against liability for certain acts and
omissions while acting in their official capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

         Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

         The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement.

<TABLE> 
<CAPTION> 

     EXHIBIT NO.                       EXHIBIT
     -----------                       -------
        <S>            <C> 
        (4)            ValliCorp Holdings, Inc. 1996 Auburn 1982 Non-qualified
                       Continuation Stock Option Plan

        (5)            Opinion of E.L. Herbert, Esq. as to validity of
                       securities registered

        (23.1)         Consent of Deloitte & Touche LLP, independent auditors
                       for the Registrant

        (23.2)         Consent of Ernst & Young LLP, former independent auditors
                       for the Registrant

        (23.3)         Consent of Price Waterhouse LLP, independent auditors of
                       Mineral King Bancorp, Inc., previously merged into the
                       Registrant

        (23.4)         Consent of Grant Thornton LLP, independent auditors for
                       El Capitan Bancshares, Inc., previously merged into the
                       Registrant
</TABLE> 

                                                                               6
<PAGE>
 
<TABLE> 

        <S>         <C> 
        (23.5)      Consent of E.L. Herbert, Esq. regarding original opinion
                    (contained in Exhibit 5)

        (24)        Power of Attorney
</TABLE> 

ITEM 9.  UNDERTAKINGS.
         ------------ 

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement to include any
     material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information 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 each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefor, 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

                                                                               7
<PAGE>
 
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.

                                                                               8
<PAGE>
 
                                   SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fresno, State of California, on this 27th day of
September, 1996.

                                        VALLICORP HOLDINGS, INC.           
                                        (Registrant)                       
                                                                           
                                                                           
                                        By: /s/                            
                                           ----------------------------    
                                           J. MIKE McGOWAN,                
                                           Chairman/Chief Executive Officer 

         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 dates indicated.

<TABLE> 
<CAPTION> 

     Signature                       Title                   Date
     ---------                       -----                   ----
<S>                          <C>                             <C> 
 
/s/                          Chairman of the Board of        September 27, 1996
- -------------------------    Directors/Chief Executive
J. MIKE McGOWAN              Officer (Principal Executive
                             Officer) and Director


/s/                          Executive Vice President/       September 27, 1996
- -------------------------    Chief Financial Officer
WOLFGANG T.N. MUELLECK       (Principal Financial and
                             Accounting Officer)


/s/                          Vice Chairman of the Board      September 27, 1996
- -------------------------    and Director
PATRICK J. MON PERE         


/s/                          Director                        September 27, 1996
- -------------------------
WILLIAM A. BENNEYAN
</TABLE> 

                                                                               9
<PAGE>
 
<TABLE> 

<S>                          <C>                             <C> 


- -------------------------    Director                        September 27, 1996
LOUIS H. HERWALDT


/s/                          Director                        September 27, 1996
- -------------------------
LORENZO TONY ORTEGA, Ph.D.


/s/                          President/Chief Operating       September 27, 1996
- -------------------------    Officer and Director
STEVEN C. PUMPHREY         


/s/                          Director                        September 27, 1996
- -------------------------
V. EUGENE ROSS


/s/                          Director                        September 27, 1996
- -------------------------
MICHAEL J. RYAN, JR.


                             Director                        September 27, 1996
- -------------------------
JERRY K. STANNERS


/s/                          Director                        September 27, 1996
- -------------------------
CHARLES L. TINGEY
</TABLE> 

*    J. MIKE McGOWAN hereby signs this Registration Statement on September 27,
1996, on behalf of each of the persons so indicated for whom he is attorney-in-
fact pursuant to a power of attorney filed herewith, which persons constituted a
majority of the members of the Registrant's Board of Directors.


                                      /s/                           
                                      ------------------------------
                                      J. MIKE McGOWAN                

                                                                              10
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
<TABLE> 
<CAPTION> 

         Exhibit No.               Exhibit
         -----------               -------
            <S>              <C> 
            (4)              ValliCorp Holdings, Inc. 1996 Auburn 1982 Non-
                             qualified Continuation Stock Option Plan

            (5)              Opinion of E.L. Herbert, Esq. as to validity of
                             securities registered

            (23.1)           Consent of Deloitte & Touche LLP, independent
                             auditors for the Registrant

            (23.2)           Consent of Ernst & Young LLP, former independent
                             auditors for the Registrant

            (23.3)           Consent of Price Waterhouse LLP, independent
                             auditors of Mineral King Bancorp, Inc., previously
                             merged into the Registrant

            (23.4)           Consent of Grant Thornton LLP, independent auditors
                             for El Capitan Bancshares, Inc., previously merged
                             into the Registrant

            (23.5)           Consent of E.L. Herbert, Esq. regarding original
                             opinion (contained in Exhibit 5)

            (24)             Power of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 27131}]
{"company-data": {"conformed-name": "VALLICORP HOLDINGS INC", "cik": "0000849865", "assigned-sic": "6022", "irs-number": "770229483", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13057", "film-number": "96637003"}, "business-address": {"street1": "8405 N FRESNO ST", "street2": "THIRD FLR", "city": "FRESNO", "state": "CA", "zip": "93720", "phone": "2094375705"}, "mail-address": {"street1": "8405 NORTH FRESNO ST", "city": "FRESNO", "state": "CA", "zip": "93720"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
                                                   Registration No. 333-________
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                            VALLICORP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                              77-0229483
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification No.)

8405 NORTH FRESNO STREET, FRESNO, CALIFORNIA                 93720
(Address of Principal Executive Offices)                   (Zip Code)

   VALLICORP HOLDINGS, INC. 1996 AUBURN 1982 NON-QUALIFIED CONTINUATION STOCK
                                  OPTION PLAN
                            (Full title of the plan)

                                  E.L. HERBERT
                    EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
                            VALLICORP HOLDINGS, INC.
                            8405 NORTH FRESNO STREET
                           FRESNO, CALIFORNIA  93720
                                 (209) 437-5705
(Name, address and telephone number, including area code, of agent for service)

                   -----------------------------------------
                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF                                   OFFERING PRICE PER       AGGREGATE OFFERING       AMOUNT OF
 SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED        SHARE /(1)/              PRICE /(1)/         REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value one                                                                         
 cent ($.01) per share.......   2,965                       $16.875                  $50,034                $17.00
- -----------------------------------------------------------------------------------------------------------------------------------
(1)  This figure has been estimated solely for the purpose of determining the
     registration fee.  The figure was calculated pursuant to Rule 457(c) using
     the average of the high and low prices for shares of the Company's Common
     Stock as reported on The Nasdaq Stock Market on September 25, 1996.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------

                          This is page 1 of 36 pages.
                    The Exhibit Index is located at page 11.

                                                                               1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission ("Commission")
as part of this Form S-8 Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed by ValliCorp Holdings, Inc. (Commission
File No. 0-18202) (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1995.

         2.  The Company's Registration Statement under the Securities Act of
     1933, as amended, No. 333-06411, which contains audited supplemental
     consolidated financial statements for the year ended December 31, 1995.

         3.  The Company's Quarterly Reports on Form 10-Q for the three-month
     periods ended March 31, 1996 and June 30, 1996.

         4.  The Company's Reports on Form 8-K dated February 2, 1996, March 22,
     1996 and March 27, 1996 and an Amendment No. 1 on Form 8-K/A to the Form 8-
     K bearing a Date of Report of February 2, 1996.

         5.  The description of the Common Stock contained in the Company's
     Registration Statement filed pursuant to Section 12 of the Securities
     Exchange Act of 1934 on Form 8-K dated November 30, 1989, and any amendment
     or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
of filing of this Registration Statement and prior to such time as the Company
files a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by

                                                                               2
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

         Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by E.L. Herbert,
the Company's Executive Vice President, General Counsel and Secretary. As of
September 1, 1996, Mr. Herbert beneficially owned an aggregate of 10,081 shares
of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

         As permitted by Sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty, except: (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in situations described above.

         The directors and officers of the Registrant may be indemnified by the
Registrant pursuant to the provisions of Article VIII of its Bylaws, which read
as follows:

         SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or executive officer of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director or executive officer or in any other capacity
while serving as a director or executive officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by Delaware law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment 

                                                                               3
permits the Corporation to provide broader indemnification rights than said Law
permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this Bylaw or any agreement with the Corporation) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or executive officer and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this Article VIII,
the Corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if such action, suit or proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. Such right shall be a contract right and
shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law then so requires, the
payment of such expenses incurred by a director or executive officer of the
Corporation in his or her capacity as a director or executive officer (and not
in any other capacity in which service was or is rendered by such person while a
director or executive officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or executive officer, to repay all amounts so advanced
if it should be determined ultimately that such director or executive officer is
not entitled to be indemnified under this Section or otherwise. For purposes of
this Article VIII, "executive officer" shall mean the President, Secretary,
Chief Financial Officer and any other officer who is so designated as such in a
resolution of the Board of Directors that expressly refers to this Article.

         SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1
is not paid in full by the Corporation within thirty (30) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if such suit is not frivolous or brought in bad faith, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. In making such claim, the claimant shall have the burden of proving that
the claimant has met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders), that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

         SECTION 3.  NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person in Section 1 and 2 shall not be exclusive of any other right which such
persons may have or hereafter 

                                                                               4
acquire under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.

         SECTION 4.  INDEMNIFICATION CONTRACTS.  The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.

         SECTION 5.  INSURANCE.  The Corporation shall maintain insurance to the
extent that it is reasonably available and the premium costs are not
disproportionate to the amount of coverage provided, at its expense, to protect
itself and any such director or executive officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

         SECTION 6.  EFFECT OF AMENDMENT. Any amendment, repeal or modification
of any provision of this Article VIII by the shareholders and the directors of
the Corporation shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such amendment, repeal or
modification.

         SECTION 7.  SETTLEMENT OF CLAIMS. The Corporation shall not be liable
to indemnify any director or executive officer under this Article VIII: (i) for
any amounts paid in settlement of any action or claim effected without the
Corporation's written consent, which consent shall not be unreasonably withheld;
or (ii) for any judicial award, if the Corporation was not given a reasonable
and timely opportunity, at its expense, to participate in the defense of such
action.

         SECTION 8.  SUBROGATION. In the event of payment under this Article
VIII, the Corporation shall be subrogated to the extent of such payment to all
of the rights of recovery of the indemnified party who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including, without limitation, the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such rights.

         SECTION 9.  NO DUPLICATION OF PAYMENTS.  The Corporation shall not be
liable under this Article VIII to make any payment in connection with any claim
made against the director or executive officer to the extent such director or
executive officer has otherwise actually received payment (under any insurance
policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable
hereunder.

         The Registrant's Bylaws provide for indemnification of legal
representatives, directors and executive officers of the Registrant or persons
serving at the request of the 

                                                                               5
Registrant as a director, officer or employee of another corporation, or a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefits (an "Indemnitee"). Under the Bylaws, the Registrant
must indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been an Indemnitee of the Registrant. The
Registrant is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.

         The Registrant also maintains an insurance policy insuring its
directors and executive officers against liability for certain acts and
omissions while acting in their official capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

         Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

         The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement.
EXHIBIT NO.                       EXHIBIT
     -----------                       -------
(4)            ValliCorp Holdings, Inc. 1996 Auburn 1982 Non-qualified
                       Continuation Stock Option Plan

        (5)            Opinion of E.L. Herbert, Esq. as to validity of
                       securities registered

        (23.1)         Consent of Deloitte & Touche LLP, independent auditors
                       for the Registrant

        (23.2)         Consent of Ernst & Young LLP, former independent auditors
                       for the Registrant

        (23.3)         Consent of Price Waterhouse LLP, independent auditors of
                       Mineral King Bancorp, Inc., previously merged into the
                       Registrant

        (23.4)         Consent of Grant Thornton LLP, independent auditors for
                       El Capitan Bancshares, Inc., previously merged into the
                       Registrant
6
(23.5)      Consent of E.L. Herbert, Esq. regarding original opinion
                    (contained in Exhibit 5)

        (24)        Power of Attorney
ITEM 9.  UNDERTAKINGS.
         ------------ 

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement to include any
     material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information 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 each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefor, 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

                                                                               7
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.

                                                                               8
SIGNATURES

         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fresno, State of California, on this 27th day of
September, 1996.

                                        VALLICORP HOLDINGS, INC.           
                                        (Registrant)                       
                                                                           
                                                                           
                                        By: /s/                            
                                           ----------------------------    
                                           J. MIKE McGOWAN,                
                                           Chairman/Chief Executive Officer 

         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 dates indicated.
Signature                       Title                   Date
     ---------                       -----                   ----
/s/                          Chairman of the Board of        September 27, 1996
- -------------------------    Directors/Chief Executive
J. MIKE McGOWAN              Officer (Principal Executive
                             Officer) and Director

/s/                          Executive Vice President/       September 27, 1996
- -------------------------    Chief Financial Officer
WOLFGANG T.N. MUELLECK       (Principal Financial and
                             Accounting Officer)

/s/                          Vice Chairman of the Board      September 27, 1996
- -------------------------    and Director
PATRICK J. MON PERE         

/s/                          Director                        September 27, 1996
- -------------------------
WILLIAM A. BENNEYAN
9
- -------------------------    Director                        September 27, 1996
LOUIS H. HERWALDT

/s/                          Director                        September 27, 1996
- -------------------------
LORENZO TONY ORTEGA, Ph.D.

/s/                          President/Chief Operating       September 27, 1996
- -------------------------    Officer and Director
STEVEN C. PUMPHREY         

/s/                          Director                        September 27, 1996
- -------------------------
V. EUGENE ROSS

/s/                          Director                        September 27, 1996
- -------------------------
MICHAEL J. RYAN, JR.

                             Director                        September 27, 1996
- -------------------------
JERRY K. STANNERS

/s/                          Director                        September 27, 1996
- -------------------------
CHARLES L. TINGEY
*    J. MIKE McGOWAN hereby signs this Registration Statement on September 27,
1996, on behalf of each of the persons so indicated for whom he is attorney-in-
fact pursuant to a power of attorney filed herewith, which persons constituted a
majority of the members of the Registrant's Board of Directors.

                                      /s/                           
                                      ------------------------------
                                      J. MIKE McGOWAN                

                                                                              10
EXHIBIT INDEX
                                 -------------
Exhibit No.               Exhibit
         -----------               -------
(4)              ValliCorp Holdings, Inc. 1996 Auburn 1982 Non-
                             qualified Continuation Stock Option Plan

            (5)              Opinion of E.L. Herbert, Esq. as to validity of
                             securities registered

            (23.1)           Consent of Deloitte & Touche LLP, independent
                             auditors for the Registrant

            (23.2)           Consent of Ernst & Young LLP, former independent
                             auditors for the Registrant

            (23.3)           Consent of Price Waterhouse LLP, independent
                             auditors of Mineral King Bancorp, Inc., previously
                             merged into the Registrant

            (23.4)           Consent of Grant Thornton LLP, independent auditors
                             for El Capitan Bancshares, Inc., previously merged
                             into the Registrant

            (23.5)           Consent of E.L. Herbert, Esq. regarding original
                             opinion (contained in Exhibit 5)

            (24)             Power of Attorney