SC TO-I/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION,
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                  SCHEDULE TO/A

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 3)

                         California Independent Bancorp
                         ------------------------------
                       (Name of Subject Company (Issuer))

                         California Independent Bancorp
                         ------------------------------
                        (Name of Filing Person (Issuer))

                           Common Stock, No Par Value
                           --------------------------
                         (Title of Class of Securities)

                                    130334105
                                    ---------
                      (CUSIP Number of Class of Securities)

                                John I. Jelavich
                        President/Chief Executive Officer
                            1227 Bridge St., Suite C,
                           Yuba City, California 95991
                                 (530) 674-6000
          (Name, address and telephone numbers of persons authorized to
         receive notices and communications on behalf of filing persons)

                                    Copy to:

                                   Daniel Eng
                              Bartel Eng & Schroder
                          300 Capitol Mall, Suite 1100
                          Sacramento, California 95814
                                 (916) 442-0400

                            CALCULATION OF FILING FEE
               Transaction valuation*         Amount of filing fee**
                    $5,000,000                      $460.00

 * Calculated solely for the purpose of determining the filing fee in accordance
 with Rule 0-11(b)(1). This calculation assumes the purchase of 200,000 shares
 at $25.00 per share.
** Previously paid


[ ]       Check the  box  if  any  part of the fee is offset as provided by Rule
          011(a)(2)  and identify the filing with which the  offsetting  fee was
          previously   paid.   Identify  the  previous  filing  by  registration
          statement number or the Form or Schedule and the date of its filing.

          Amount Previously Paid:  Not applicable
          Form or Registration Number:  Not applicable
          Filing Party:  Not applicable
          Date Filed:  Not applicable

[ ]       Check   the   box   if   the  filing  relates  solely  to  preliminary
          communications made before the commencement of a tender offer:

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[ ]       third party tender offer subject to Rule 14d-1.

[X]       issuer tender offer subject to Rule 13e-4.

[ ]       going private transaction subject to Rule 13e-3.

[ ]       amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of a tender offer: [ ]

Introductory Statement

This  Amendment  No. 3 to the  issuer  tender  offer of  California  Independent
Bancorp,  Inc.,  a  California  corporation,  relates to  purchase up to 200,000
shares of its Common  Stock,  no par value.  California  Independent  Bancorp is
offering to purchase  these shares at a price not less than $22.00 nor more than
$25.00 per share, net to the seller in cash,  without  interest,  upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated November
27,  2002,  and in the  related  Letter of  Transmittal,  which,  as  amended or
supplemented from time to time, together constitute the "Offer".  This Amendment
No. 3 to the Issuer Tender Offer on Schedule TO is filed in  satisfaction of the
reporting  requirements  of Rule  13e-4(c)(1)  promulgated  under the Securities
Exchange Act of 1934, as amended.

ITEM 12.  EXHIBIT.

          (a)(5)(v) Press Release dated January 2, 2003  announcing  preliminary
results of the Company's tender offer.



         SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Date:    January 2, 2003

                                       California Independent Bancorp


                                       By: /s/ John I. Jelavich
                                           -------------------------------------
                                           John I. Jelavich
                                           President and Chief Executive Officer




                                INDEX TO EXHIBITS


Exhibit
Number            Description

99.(a)(1)(i)      Offer to Purchase, dated November 27, 2002.*

99.(a)(1)(ii)     Letter   of   Transmittal,   together   with   Guidelines  for
                  Certification  of Taxpayer Identification Number on Substitute
                  Form W-9.*

99.(a)(1)(iii)    Letter to Shareholders of CIB from John I. Jelavich, President
                  and Chief Executive Officer, dated November 27, 2002.*

99.(a)(1)(iv)     Notice of Guaranteed Delivery.*

99.(a)(1)(v)      Letter  to Brokers, Dealers, Commercial Banks, Trust Companies
                  and Other Nominees, dated November 27, 2002.*

99.(a)(1)(vi)     Letter  to  Clients  for  use  by Brokers, Dealers, Commercial
                  Banks, Trust Companies and Other Nominees to their Clients.*

99.(a)(5)(i)      Press Release dated November 27, 2002.*

99.(a)(5)(ii)     Press Release dated November 29, 2002.*

99.(a)(5)(iii)    Press Release dated December 20, 2002.*

99.(a)(5)(iv)     Press Release dated December 20, 2002.*

99.(a)(5)(v)      Press Release date January 2, 2003.**

99.(b)(i)         Amended  and Restated Declaration of Trust, CIB Capital Trust,
                  dated as of October 29, 2002*

99.(b)(ii)        Indenture, dated as of October 29, 2002*

99.(b)(iii)       Guarantee Agreement, dated as of October 29, 2002*

*   Previously filed
**  Filed herewith

EX-99

Exhibit 99.(a)(5)(v)

                         California Independent Bancorp
               Announces Preliminary Results of Self Tender Offer


YUBA  CITY,  Calif.,  January 2, 2003  /PRNewswire/  --  California  Independent
Bancorp (Nasdaq:  CIBN - News),  announced today the preliminary  results of its
modified Dutch Auction tender offer which expired at 5:00 p.m., eastern time, on
Monday, December 30, 2002.

Based on a preliminary count by the depositary for the tender offer, the Company
will purchase 76,292 shares of common stock that were properly  tendered and not
withdrawn  at a purchase  price of $25.00 per share.  The number of shares to be
purchased is preliminary and includes  certain shares tendered  through a notice
of guaranteed  delivery that are subject to  verification by the depositary that
such shares were  validly  tendered.  The final number of shares to be purchased
will be announced promptly following completion of the verification process.

California Independent Bancorp,  through its subsidiary Feather River State Bank
(www.frsb.com),  engages in a broad range of financial service  activities.  Its
primary  market is in the  Sacramento  Valley,  with nine branches in Yuba City,
Arbuckle,  Colusa,  Marysville,  Wheatland,  Woodland,  Lincoln,  and Roseville,
California serving Sutter, Yuba, Colusa, Yolo, and Placer counties.