U. S. SECURITIES AND EXCHANGE COMMISSION FORM 10-K
AMENDMENT NO. 1
Washington, D. C. 20549

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 or 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [Fee Required]
     For the Fiscal Year Ended December 31, 1996
     Commission File Number: 0-27384

--------------------------------------------------------------------------------
CAPITAL CORP OF THE WEST 
(Exact name of registrant as specified in its charter)

California                                                            77-0405791
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1160 West Olive Avenue, Suite A  Merced, California                   95348-1952
(Address of principal executive offices)                              (Zip Code)

(209) 725-2200
(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:
None

Securities  registered  under Section 12(g) of the Act (Title of Class):  
Common Stock, no par value.
Preferred Stock, no par value.

The Registrant has filed all reports required to be filed by Section 13 or 15(d)
of the  Securities  Exchange Act of 1934 during the  preceding 12 months (or for
such shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
 X  Yes           No
---          ---

Disclosure of delinquent  filers  pursuant to Item 405 of Regulation  S-K is not
contained  herein,  and  will  not be  contained,  to the  best of  Registrant's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Aggregate  market  value  of the  voting  stock  held  by  nonaffiliates  of the
Registrant was approximately $32,165,469 (based on the $18.50 average of bid and
ask  prices  per  common  share on  February  28,  1997).  The  number of shares
outstanding of the  Registrant's  common stock, no par value, as of February 28,
1997 was 1,738,674. No shares of preferred stock, no par value, were outstanding
at February 28, 1997.

Documents incorporated by reference:
Portions  of the  definitive  proxy  statement  for the 1997  Annual  Meeting of
Shareholders to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A are  incorporated by reference in Part I, Item 4; Part II, Item 9
and Part  III,  Items  10  through  13 and  portions  of the  Annual  Report  to
Shareholders  for 1996 are  incorporated by reference in Part II, Item 5 through
8.

                                        1


<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  as  amended,  the Company has duly caused this report to be signed on its
behalf by the undersigned,  thereunto duly authorized, on the 25th day of March,
1997
                        CAPITAL CORP OF THE WEST

                        By:   /s/ THOMAS T. HAWKER
                           ----------------------------------------------
                             THOMAS T. HAWKER
                            (President and Chief Executive Officer
                             of Capital Corp of the West)


                        By:   /s/ JANEY E. BOYCE
                           ----------------------------------------------
                            JANEY E. BOYCE
                           (Senior Vice President and Chief Financial Officer
                            of Capital Corp of the West)


<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

<CAPTION>
Signature                                            Capacity                        Date
---------                                            --------                        ----
<S>                                                  <C>                             <C>
/s/ JERRY E. CALLISTER                               Chairman of the                 April 3, 1997
-----------------------------------                  Board of Directors
JERRY E. CALLISTER     


/s/ HENRY DUPERTUIS                                  Director                        April 3, 1997
----------------------------------
HENRY DUPERTUIS


/s/ ROBERT E. HOLL                                   Director                        April 3, 1997
----------------------------------
ROBERT E. HOLL


/s/ BERTYL W. JOHNSON                                Director                        April 3, 1997
----------------------------------
BERTYL W. JOHNSON


/s/ DOROTHY L. BIZZINI                               Director                        April 3, 1997
----------------------------------
DOROTHY L. BIZZINI


/s/ LLOYD H. ALHEM                                   Director                        April 3, 1997
----------------------------------
LLOYD H. ALHEM


/s/ JAMES W. TOLLADAY                                Director                        April 3, 1997
----------------------------------
JAMES W. TOLLADAY


/s/ JACK F. CAUWELS                                  Director                        April 3, 1997
----------------------------------
JACK F. CAUWELS


<PAGE>



/s/ THOMAS T. HAWKER                                 Director/CEO                    April 3, 1997
----------------------------------
THOMAS T. HAWKER


/s/ JOHN FAWCETT                                     Director                        April 3, 1997
----------------------------------
JOHN FAWCETT


/s/ TAPAN MONROE                                     Director                        April 3, 1997
----------------------------------
TAPAN MONROE


/s/ JANEY E. BOYCE                                   Chief Financial &               April 3, 1997
----------------------------------                   Accounting Officer
JANEY E. BOYCE                    

CAPITAL CORP OF THE WEST

</TABLE>


<PAGE>


<TABLE>
(c)  Exhibits
     The following is a list of all exhibits  required by Item 601 of Regulation
      S-K to be filed as part of this Form 10-K:

<CAPTION>

                                                                                            Sequentially
   Exhibit                                                                                    Numbered
    Number     Exhibit                                                                            Page
    ------     -------                                                                      ----------
<S>            <C>                                                                              <C>
     3.1       Articles of Incorporation (filed as Exhibit 3.1 of the Company's                 *
               September  30,  1996  Form  10Q  filed  with  the SEC on or about
               November 14, 1996).
     3.2       Bylaws (filed as Exhibit 3.2 of the Company's September 30, 1996 Form            *
               10Q filed with the SEC on or about November 14, 1996).
      10       Employment Agreement between Thomas T. Hawker and Capital Corp.
     10.1      Administration Construction Agreement (filed as Exhibit 10.4 of the              *
               Company's 1995 Form 10K filed with the SEC on or about March 31,
               1996).
     10.2      Stock Option Plan (filed as Exhibit 10.6 of the Company's 1995 Form              *
               10K filed with the SEC on or about March 31, 1996).
     10.3      401(k) Plan (filed as Exhibit 10.7 of the Company's 1995 Form 10K                *
               filed with the SEC on or about March 31, 1996).
     10.4      Employee Stock Ownership Plan (filed as Exhibit 10.8 of the                      *
               Company's 1995 Form 10K filed with the SEC on or about March 31,
               1996).
      11       Statement  Regarding  the  Computation  of Earnings  Per Share is
               incorporated  herein by  reference  from Note 1 of the  Company's
               Consolidated Financial Statements.
      13       Annual Report to Security Holders.
      27       Financial Data Schedule

      *        Denotes documents which have been incorporated by reference.

</TABLE>


(d) Financial Statement Schedules
    All other supporting  schedules are omitted because they are not applicable,
    not  required,  or the  information  required  to be set  forth  therein  is
    included in the financial statements or notes thereto incorporated herein by
    reference.