10-K/A

 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K/A

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
     Act of 1934.
     For the fiscal year ended 12/31/95

[_]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934.
     For the      transition period        to

                        Commission File number 2-78788
                                        
                        CALIFORNIA COMMERCIAL BANKSHARES
                        --------------------------------
             (Exact name of registrant as specified in its charter)


              CALIFORNIA                       95-3748495
(State or other jurisdiction        (IRS Employer identification No.)
 of incorporation or organization)  

4100 NEWPORT PLACE, NEWPORT BEACH, CALIFORNIA               92660
- ---------------------------------------------               -----
  (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (714) 863-2300

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

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X    No
                                       ---      ---   

Indicate by check mark if 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.  Not applicable.

The aggregate market value of voting stock held by non-affiliates of the
registrant was $9,410,000 on March 11, 1995, based on the average bid and asked
price of  $5.50 share as reported on the National Daily Quotation Service "Pink
Sheets".

                                   2,944,000
                                   ---------
(Number of shares of Common Stock outstanding as of March 13, 1996)

 
INDEPENDENT  AUDITORS'  REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CALIFORNIA COMMERCIAL BANKSHARES:

We have audited the accompanying consolidated balance sheets of California
Commercial Bankshares and subsidiaries (the Company) as of December 31, 1995 and
1994, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1995.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of California Commercial Bankshares
and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.



DELOITTE & TOUCHE
- -----------------

FEBRUARY 9, 1996
MARCH 18, 1996 AS TO NOTE 7
LOS ANGELES, CALIFORNIA

 
By:  William H. Jacoby                           MARCH 28, 1995
     -------------------------------------                  
     WILLIAM H. JACOBY
     PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated:

Phillip L. Bush                                  MARCH 28, 1995
- --------------------------------                                            
PHILLIP L. BUSH
DIRECTOR/SECRETARY


Michael J. Gertner                               MARCH 28, 1995
- ---------------------------------
MICHAEL J. GERTNER
DIRECTOR/TREASURER

 
James W. Hamilton                                MARCH 28, 1995
- ---------------------------------
JAMES W. HAMILTON
DIRECTOR

 
Farrell G. Hinkle                                MARCH 28, 1995
- ---------------------------------
FARRELL G. HINKLE
DIRECTOR

 
William H. Jacoby                                MARCH 28, 1995
- ---------------------------------
WILLIAM H. JACOBY
DIRECTOR/PRESIDENT, C.E.O.

 
Robert L. McKay                                  MARCH 28, 1995
- ---------------------------------
ROBERT L. MCKAY
DIRECTOR/CHAIRMAN OF THE BOARD

 
Mark H. Stuenkel                                 MARCH 28, 1995
- ---------------------------------
MARK H. STUENKEL
EXECUTIVE VICE PRESIDENT

 
Abdul S. Memon                                   March 28, 1995
- ---------------------------------
ABDUL S. MEMON
PRINCIPAL FINANCIAL & ACCOUNTING OFFICER

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

Four copies of the following will be furnished to the Securities and Exchange
Commission when sent to the registrant's security holders:

(1) Registrant's annual report to security holders covering the registrant's
last fiscal year; and (2) the registrant's proxy statement and the form of proxy
which will be sent to the registrant's security holders with respect to the next
annual meeting of security holders.

 
EXHIBIT INDEX
- -------------

Exhibit 23.1  Consent of Deloitte & Touche Dated March 28, 1995

Exhibit 23.2  Consent of Deloitte & Touche Dated March 28, 1996

EX-23.1

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in Registration Statement No. 33-
39926 of California Commercial Bankshares on Form S-8 of our report dated
February 9, 1995, appearing in this Annual Report on Form 10-K of California
Commercial Bankshares for the year ended December 31, 1995.


Deloitte & Touche
- -----------------
LOS ANGELES, CALIFORNIA
MARCH 28, 1995

EX-23.2

                                                                    EXHIBIT 23.2
 
INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement No. 33-
39926 of California Commercial Bankshares on Form S-8 of our report dated
February 9, 1996 (March 18, 1996 as to Note 7), appearing in this Annual Report
on Form 10-K of California Commercial Bankshares for the year ended December 31,
1995.


Deloitte & Touche
- -----------------
LOS ANGELES, CALIFORNIA
MARCH 28, 1996