SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996, Commission file number 0-10658 BWC FINANCIAL CORP. (Exact name of registrant as specified in its charter) California				 	 94-2621001 (State of other jurisdiction of (I.R.S. Employee incorporation or organization) Identification No.) 1400 Civic Drive, Walnut Creek, California 94596 (Address of principal executive office) Registrant's telephone number, including area code: (510) 932-5353 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of Class) 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 (229.405 of this chapter) 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. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant, as of March 1, 1997: $18,475,000. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 1997. Title of Class: Common Stock, no par value	Shares Outstanding: 1,016,598 Documents Incorporated by Reference*		Incorporated Into: 1996 Annual Report to Shareholders			Part II and IV Definitive Proxy Statement for the 1997		Part III Annual Meeting of Shareholders to be filed by March 24, 1997. * Only selected portions of the document specified are incorporated by reference into this report, as more particularly described herein. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BWC FINANCIAL CORP. By Leland E. Wines Executive Vice President and Chief Financial 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. Signature Title Date March 3, 1997 Chairman of the Board ________________ James L. Ryan and Director March 3, 1997 Executive Vice President and ________________ Leland E. Wines Chief Financial Officer 	 March 3, 1997 Director ________________ Tom Mantor March 3, 1997 Director ________________ Richard G. Hill March 3, 1997 Director ________________ Reynold C. Johnson III March 3, 1997 Director ________________ Craig Lazzareschi March 3, 1997 Director ________________ John F. Nohr March 3, 1997 Director ________________ John L. Winther REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of BWC Financial Corp.: We have audited the accompanying consolidated balance sheets of BWC Financial Corp. (a California corporation) and Subsidiaries (the Corporation) as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1996. These consolidated financial statements are the responsibility of the Corporation'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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BWC Financial Corp. and Subsidiaries as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. Arthur Andersen LLP San Francisco, California, March 1, 1997 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accounts, we hereby consent to the incorporation by reference in this Form 10-K and the previously filed registration statement of BWC Financial Corp. on Form S-8 (File No. 33-22290) of our report dated March 3, 1997, in BWC Financial Corp.'s 1996 Annual Report. It should be noted that we have not audited any financial statements of BWC Financial Corp. subsequent to December 31, 1996, or performed any audit procedures subsequent to the date of our report. Arthur Andersen LLP San Francisco, California, March 3, 1997