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, 1998, 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 offices)

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 15, 1999:  $35,385,000.

Indicate the number of shares outstanding of each of the registrant's classes 
of common stock, as of March 15, 1999.

Title of Class:  Common Stock, no par value     Shares Outstanding:  2,522,879

Documents Incorporated by Reference*		Incorporated Into:
1998 Annual Report to Shareholders			Part II and IV
Definitive Proxy Statement for the 1999		Part III
Annual Meeting of Shareholders to be
filed by March 22, 1999.

* Only selected portions of the document specified are incorporated by 
reference into this report, as more particularly described herein.


                             TABLE OF CONTENTS

                                                                     PAGE

PART I

Item  1     Business                                                    1

Item  2     Properties                                                  3

Item  3     Legal Proceedings                                           3

Item  4     Submissions of Matters to a Vote of Shareholders		3


PART II

Item  5     Market for the Registrant's Common Stock and
Related Shareholder Matters						4

Item  6     Selected Financial Data                                     4

Item  7     Management's Discussion and Analysis of
Financial Condition and Results of Operations                      5 - 12

Item  8     Financial Statements and Supplementary Data                13

Item  9	Changes in and Desagreements with Accountants on
            Accounting and Financial Disclosure                        13

PART III

Item 10     Directors and Executive Officers of
the Registrant                                                         14

Item 11     Executive Compensation                                     14

Item 12     Security Ownership of Certain Beneficial
Owners and Management                                                  14

Item 13     Certain Relationships and Related Transactions             14


PART IV

Item 13     Exhibits, Financial Statement Schedules and
Reports on Form 8-K                                                    14

Signatures                                                             15

Index to Exhibits                                                      16


                                     PART I


ITEM 1.  BUSINESS

BWC Financial Corp. ("Corporation") is a bank holding company registered under 
the Bank Holding Company Act of 1956, as amended.  It is a holding company for 
Bank of Walnut Creek, ("Bank") which was incorporated under the laws of the 
State of California on November 26, 1979.  Its principal office is located at 
1400 Civic Drive, Walnut Creek, California 94596, and its telephone number is 
(925) 932-5353.

The Bank has conducted the business of a commercial bank since December 12, 
1980.  The Bank's primary focus is to engage in wholesale commercial banking, 
serving small to middle-sized businesses, professionals, high net worth 
individuals and general retail banking business.  Rather than concentrate on 
any specific industry, the Bank has solicited and attracted customers from a 
wide variety of light manufacturing, wholesaling, retailing, contracting, real 
estate development and service businesses,  accountants, physicians and 
dentists.

The Bank offers a full range of commercial banking services emphasizing the 
banking needs of individuals, and the business and professional community in 
Walnut Creek, California and surrounding areas of Contra Costa County.  The 
Bank accepts checking and savings deposits, makes construction loans, mortgage 
real estate loans, commercial loans, leases, and installment loans, and offers 
safe deposit services, including oversize boxes for short-term storage.  It 
sells travelers checks, issues drafts, and offers other customary banking 
services. 

The Bank offers its depositors a wide selection of deposit instruments 
including money market accounts, NOW accounts, and time certificates of 
deposit.  The Bank also offers an auto deposit pick-up service to its 
professional and business clients.  Automatic teller machines are available at 
all bank locations, 24 hours a day, and are part of the EDS and Cirrus 
networks with ATM access at locations throughout the United States and Canada. 
 The Bank offers its clients 24 hour telephone access to their accounts 
through a system called Telebanc, and PC banking access through a system 
called PCBanc.

The Bank operates an SBA (Small Business Administration) lending department, 
and also has a "Business Credit" department which provides asset based 
(factoring)loans with assignment of receivable.  Both of these areas of the 
Bank add to the Corporations range of services to its clients.

The Corporation also operates, through its subsidiary, BWC Real Estate, a 
joint venture brokerage service called "BWC Mortgage Services".  This 
brokerage division not only provides long term mortgage placement services for 
the Bank's construction loan clients but for non-clients seeking long term 
mortgage financing.  The long term financing is placed through the most 
competitive mortgage investors available in the market.

The Bank is not at this time authorized to conduct trust business and has no 
present intention to apply to regulatory authorities to do so.  Although the 
Bank does not directly offer international banking services, the Bank does 
make such services available to its customers through other financial 
institutions with which the Bank has correspondent banking relations.


Service Area

The primary service area of The Bank and its branches is Contra Costa County 
and Alameda County with limited lending activity also in Solano County.  
Walnut Creek, California, is site of the Corporation's main office and the 
Bank also operates offices in the cities of Orinda, Danville, San Ramon, 
Pleasanton, Fremont and Livermore California.

BWC Financial Corp. has no foreign or international activities or operations.

Competition

The banking business in the Bank's primary service area, consisting of Contra 
Costa County, Southern Solano County, and Northern Alameda County, is highly 
competitive with respect to both loans and deposits.  The area is dominated by 
the major California banks, all of which have multiple branch offices 
throughout our defined service area.  Additionally, there are many thrifts 
representing most of the major thrift institutions operating in the California 
market.  There are also a number of other independent banks that are a source 
of competition due to the similarity of the market served.

Among the advantages of major banks are their abilities to finance wide-
ranging advertising campaigns, to offer certain services (for example, trust 
services) which are not offered directly by the Bank and to have substantially 
higher legal lending limits due to their greater capitalizations.  In addition 
to major banks, some of the nation's largest savings and loan associations are 
located in California and compete for mortgage business along with smaller 
savings and loan associations.

The Bank is in direct competition with all these financial institutions.  
Management believes the Bank competes successfully with these institutions 
because of sound management techniques and the flexibility to adjust to 
changing economic situations.  The dedication of founders, directors, and bank 
personnel has been instrumental in the Bank's ability to compete.  The Bank is 
dedicated to providing personal attention to the financial needs of 
businesses, professionals, and individuals in its service area.

Employees

At December 31, 1998, The Bank employed 96 people.  At the present time there 
are no employees directly employed by BWC Financial Corp. or by its mortgage 
subsidiary BWC Real Estate.  There are 25 persons employed by the joint 
venture BWC Mortgage Services either directly or as independent contractors.

Supervision and Regulation

As a California state-licensed bank, the Bank is subject to regulation, 
supervision and periodic examination by the California State Banking 
Department.  The Bank is also subject to regulation, supervision, and periodic 
examination by the Federal Deposit Insurance Corporation (the "FDIC").  The 
Bank is not a member of the Federal Reserve System, but is nevertheless 
subject to certain regulations of the Board of Governors of the Federal 
Reserve System.  As a state bank, the Bank's deposits are insured by the FDIC 
to the maximum amount permitted by law, which is currently $100,000.


The regulations of those state and federal bank regulatory agencies govern 
most aspects of the Bank's business and operations, including, but not limited 
to, requiring the maintenance of non-interest bearing reserves on deposits, 
limiting the nature and amount of investments and loans which may be made, 
regulating the issuance of securities, restricting the payment of dividends, 
regulating bank expansion and bank activities, including real estate 
development activities and determining characteristics of certain deposit 
accounts.

ITEM 2.  PROPERTIES

The principal office of the Bank is located at 1400 Civic Drive, in the 
financial district of downtown Walnut Creek.  The Bank opened for business on 
December 12, 1980 and its premises are located in a modern building of which 
the Bank has leased approximately 11,917 square feet.

BWC Financial Corp. shares common quarters with The Bank in its principal 
office.

On September 24, 1982, a branch office was opened at 224 Brookwood Road, 
Orinda, California serving the Orinda area.  The premises are located in a new 
facility which was constructed on this site in 1994 with 2,186 square feet of 
office space.

On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place, 
San Ramon, California serving the San Ramon area.  The premises are located in 
a modern building of which the Bank has leased approximately 3,375 square feet 
of office space.

On June 8, 1990, a branch office was opened at 424 Hartz Avenue, Danville, 
California serving the Danville area.  The premises are located in a modern 
building comprising 2,263 square feet of office space.
 
On April 15, 1994 a branch office was opened at 249 Main Street, Pleasanton, 
California serving the Pleasanton area.  The premises are located in a single 
building containing 3,880 square feet of office space.
 
On June 15, 1996 a branch office was opened at 4030 Clipper Court, Fremont, 
California serving the Fremont area.  The premises are located in an office 
park where the Bank leased 2,240 square feet of office space.  A full service 
charter was approved, however, at this time the facility is being used for the 
development of loans to the surrounding business community.

On November 9, 1998 a branch office was opened at 1770 First Street in 
Livermore, California serving the Livermore area.  The premises are located in 
a building comprising 1,100 square feet of office space.  This is a temporary 
location and a more permanent facility is being sought.

ITEM 3.  LEGAL PROCEEDINGS

At this time there are no pending or threatened legal proceedings to which the 
Corporation is a party or to which any of the Corporation's properties are 
subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None



                                  PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER     
           MATTERS.

The information required to be furnished pursuant to this item is set forth 
under the caption "Common Stock Prices" on page 35 of the Corporation's 1998 
Annual Report to Shareholders and is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

The information required to be furnished pursuant to this item is set forth 
under the caption "Management's Discussion and Analysis of Operations" on page 
31 of the Corporation's 1998 Annual Report to Shareholders and is incorporated 
herein by reference.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
<FN>
For management's discussion and analysis of financial condition and results of operations, see
"Management's Discussion and Analysis of Operations" at pages 31 through 36 of the 1998 Annual
Report to Shareholders which is incorporated herein by reference.  The following statistical
disclosures should be read in conjunction with the consolidated financial statements and notes
thereto of the 1998 Annual Report to Shareholders which is incorporated herein by reference.

The following is an analysis of net interest earnings for the years ended December 31.
</FN>

EARNING ASSETS                                                 1998                                          1997
                                                             Interest    Rates                             Interest   Rates
                                               Average        Income/   Earned/             Average        Income/   Earned/
                                               Balance        Expense   Paid (1)            Balance        Expense   Paid (1)
                                                                                               
Federal Funds Sold                           $7,825,000       $421,383    5.39%          $6,867,000       $382,901     5.58%
Other Short Term Investments                  4,075,000        218,448    5.36              881,000         48,124     5.46
Investment Securities:
  U.S. Treasury Securities                   10,617,000        636,752    6.00            8,930,000        548,267     6.14
  Securities of U.S.
    Government Agencies                      21,919,000      1,333,073    6.08            8,653,000        561,987     6.49
  Obligations of States &
    Political Subdivisions (2)               21,968,000      1,180,327    6.55           12,408,000        667,707     7.01
  Other Securities                              910,000         51,987    5.71
Loans (3) (4) (5)                           166,697,000     18,020,067   10.81          149,043,000     16,107,013    10.81

TOTAL EARNING ASSETS                       $234,011,000    $21,862,037    9.45%        $186,782,000    $18,315,999     9.91%

NONEARNING ASSETS                            14,105,000                                 13,380,000

TOTAL                                      $248,116,000                               $200,162,000




ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY

                                                               1998                                         1997
                                                             Interest    Rates                             Interest   Rates
                                               Average        Income/   Earned/             Average        Income/   Earned/
                                               Balance        Expense   Paid (1)            Balance        Expense   Paid (1)
                                                                                               
INTEREST-BEARING DEPOSITS:
   Savings and NOW Accounts                 $32,522,000       $535,932    1.65%         $26,410,000       $436,867     1.65%
   Money Market Accounts                     61,706,000      2,466,753    4.00           37,899,000      1,409,812     3.72
   Time                                      70,534,000      3,767,981    5.34           69,874,000      3,919,781     5.61
TOTAL                                       164,762,000      6,770,666    4.11          134,183,000      5,766,460     4.30

Funds Purchased                                  85,000          3,792    4.46               69,000          3,377     4.92
TOTAL INTEREST-BEARING
    DEPOSITS AND BORROWINGS                $164,847,000     $6,774,458    4.11         $134,252,000     $5,769,837     4.30

NONINTEREST-BEARING DEPOSITS                 59,098,000           --                    47,081,000           --

OTHER LIABILITIES                             2,248,000           --                     1,062,000           --

SHAREHOLDERS' EQUITY                         21,923,000           --                    17,767,000           --

TOTAL                                      $248,116,000                               $200,162,000

NET INTEREST INCOME
   AND NET INTEREST MARGIN
   ON AVERAGE EARNING ASSETS                               $15,087,579    6.56%                        $12,546,162     6.82%

<FN>
(1)   Minor rate differences from a straight division of interest by average assets are due to
        the rounding of average balances.
(2)   Amounts calculated on a fully Tax-Equivalent Basis where appropriate (1998 and 1997
        Federal Statutory Rate - 34%).
(3)   Nonaccrual loans of $2,176,000 and $248,000 as of December 31, 1998 and 1997 have been
        included in the average loan balance.  Interest income is included on nonaccrual loans
        only to the extent to which cash payments have been received.
(4)   Average loans are net of average deferred loan origination fees of $859,000 and $993,000
        in 1998 and 1997 respectively.
(5)   Loan interest income includes loan origination fees of $1,657,000 and $1,383,000 in 1998
        and 1997 respectively.
</FN>



Change in Interest and Expense
Due to Volume Change and Rate Change


The following table provides pertinent information about interest income and 
expense between the years 1998 and 1997, and between the years 1997 and 1996. 
The change resulting primarily from growth in each asset or liability category 
is expressed as a volume change.  The change resulting primarily from changes 
in rates is expressed as a rate change.  The change attributed to both rate 
and volume is allocated equally between both rate and volume changes.

During 1998 total interest income increased $3,546,000 over 1997.  Of this 
increase, 95% was related to the increase in the volume of average earning 
assets in 1998 as compared to 1997 and 5% was related to interest rates.
During 1998 total interest expense increased $1,004,000 over 1997. Of this 
increase, 105% was due to the growth in interest bearing deposits between the 
respective periods and -5% was due to lower interest rates.
Based on the above factors affecting interest income and interest expense, net 
interest income increased $2,542,000 during 1998 as compared to 1997.

During 1997 total interest income increased $5,078,000 from 1996. Of this 
increase, 87% or $4,418,000 was related to the increase in the volume of 
average earning assets in 1997 as compared to 1996.  Based on rates alone the 
increase in interest income would have been 13% or $681,000, given constant 
volume levels between the respective periods.

During 1997 total interest expense increased $2,005,000 from 1996.  As with 
interest income, 80% or $1,604,000 of the increase was attributed to the 
growth in interest bearing deposits between the respective periods. Based on 
rates alone the increase in interest expense would have been 20% or $411,000, 
given constant volume levels between the respective periods.

Based on a combination of the above factors affecting interest income and 
interest expense, net interest income increased $3,072,000 during 1997 as 
compared to 1996  Of this increase, 91% was related to volume increases and 
only 9% due to rate changes between the respective periods.



ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES

                                                        1998 over 1997                       1997 over 1996
                                                 Volume       Rate      Total         Volume      Rate      Total
                                                                                     
Increases (Decreases) in Interest Income
Federal Funds Sold                              $52,000   ($14,000)   $38,000       $216,000   $13,000   $229,000
Other Short Term Investments                    173,000     (2,000)   171,000         29,000     1,000     30,000
Investment Securities:
  U.S. Treasury Securities                      102,000    (14,000)    88,000        154,000    (3,000)   151,000
  Secutities of U.S. Government Agencies        834,000    (63,000)   771,000        263,000     9,000    272,000
  Obligations of State and
    Political subdivisions (1)                  551,000    (38,000)   513,000       (114,000)    7,000   (107,000)
  Corporate Debit Securities                     26,000     26,000     52,000              --        --         --
Loans                                         1,615,000    298,000  1,913,000       3,849,000   654,000  4,503,000
    Total Increase                           $3,353,000   $193,000 $3,546,000      $4,397,000  $681,000 $5,078,000


Increase (Decrease) in Interest Expense
Deposits:
  Savings and NOW Accounts                     $102,000    ($3,000)   $99,000         $48,000    $7,000    $55,000
  Money Market Accounts                         919,000    138,000  1,057,000         241,000   290,000    531,000
  Time Deposits                                  32,000   (184,000)  (152,000)      1,318,000   114,000  1,432,000
  Federal Funds Purchases                         1,000     (1,000)         --        (13,000)        --   (13,000)
    Total Increase (Decrease)                $1,054,000   ($50,000)$1,004,000      $1,594,000  $411,000 $2,005,000

Increase in Net Interest Income              $2,299,000   $243,000 $2,542,000      $2,803,000  $270,000 $3,073,000
<FN>
(1)  Amounts calculated on a fully taxable equivalent basis where appropriate.
</FN>




INVESTMENT SECURITIES

<FN>
Information regarding the book value of investment securities as of December 31, 1998 and 1997 is set
forth in Note 2 on Page 14 of the Corporation's 1998 Annual Report to Shareholders and is incorporated
herein by reference.

The following table is a summary of the relative maturities and yields on the Bank's investment securities
as of December 31, 1998.  Yields have been computed by dividing annual interest income, adjusted for 
amortization of premium and accretion of discount, by book values of the related securities.
</FN>

                                                                   Maturing
                                                       After One but Within
                                      Within one Year            Five Years        Over Five Years         Total
                                        Amount  Yield         Amount  Yield          Amount  Yield        Amount   Yield
                                                                                           
U.S. Treasury Securities              $4,588,000  6.03%     $3,074,000  6.02%            --      --     $7,662,000  6.03%
Obligations of U.S. Government
   Agencies                                  --      --     10,401,000   6.04     11,964,000   7.29     22,365,000   6.23
Obligations of State and
   Political Subdivisions:
      Tax-exempt*                      2,355,000  6.93       3,638,000   6.21      7,599,000   6.12     13,592,000   6.30

      Taxable                            719,000  6.17       8,655,000   6.13      2,459,000   6.09     11,833,000   6.13
Other Securities                             --      --      2,268,000   6.26      1,527,000   6.26      3,795,000   6.26

          TOTAL                       $7,662,000  6.32%    $28,036,000  6.11%    $23,549,000  6.72%    $59,247,000  6.20%

<FN>
*  Interest is exempt from Federal Income Taxes.
</FN>




LOAN PORTFOLIO

<FN>
Information regarding the loan portfolio of the Corporation as of December 31, 1998 and 1997
is set forth in Note 3 on page 15 of the Corporation's 1998 Annual Report to Shareholders and
is incorporated herein by reference.

Maturity Distribution and Interest Rate Sensitivity of Loans

The following table shows the maturity distribution and interest rate sensitivity of loans
of the Corporation on December 31, 1998.
</FN>

                                                        LOANS WITH A MATURITY OF
                                            One Year         One to        After Five
                                            or Less        Five Years        Years           Total
                                                                            
Real Estate Construction                    $68,743,000        $311,000        --           $69,054,000
Commercial                                   37,054,000     $12,105,000     $15,102,000      64,261,000
Installment                                   4,047,000       8,461,000     $19,621,000      32,129,000
Real Estate Mortgages                         3,711,000       4,641,000      13,181,000      21,533,000

     TOTAL                                 $113,555,000     $25,518,000     $47,904,000    $186,977,000


Loans with Fixed Interest Rates              $3,297,000      $3,861,000        $909,000      $8,067,000
Loans with Floating Interest Rates          178,910,000        --              --           178,910,000

     TOTAL                                 $182,207,000      $3,861,000        $909,000    $186,977,000




ALLOWANCE FOR CREDIT LOSSES
<FN>
Information regarding the analysis of the allowance for credit losses of the Corporation for
the years ended December 31, 1998, 1997 and 1996 is set forth in Note 4 on page 16 of the
Corporation's 1998 Annual Report to Shareholders and is incorporated herein by reference.

Allocation of allowance for credit losses is based upon estimates of potential credit losses
and is maintained at a level considered adequate to provide for losses that can be reasonably
anticipated.  The allowance is increased by provisions charged to expense and reduced by net
charge-offs.  Management continually evaluates the economic climate and other conditions to
determine the adequacy of the allowance.  Ultimate losses may vary from current estimates.
</FN>


                                         1998                               1997
                              Allocation       Loans As A        Allocation       Loans As A
                              of Allowance     Percent Of        of Allowance     Percent Of
Type of Loan                  Balance          Total Loans       Balance          Total Loans
                                                                    
Real Estate Construction            $952,000      36.93%               $630,000      27.69%

Commercial                         1,113,000      34.37                 811,000      34.50

Installment                          333,000      17.18                 319,000      22.47

Real Estate Mortgages                 55,000      11.52                  64,000      15.34

Unallocated                        1,466,000       --                 1,112,000       --

     TOTAL                        $3,919,000     100.00%             $2,936,000     100.00%
<FN>
BWC Financial Corp. believes that any breakdown or allocation of the allowance into loan
categories lends an appearance of exactness which does not exist, in that the allowance is
utilized as a single unallocated reserve available for all loans and commitments to extend
credit.  The allowance breakdown shown above should not be interpreted as an indication of
the specific amount or specific loan categories in which future charge-offs may ultimately
occur.
</FN>




DEPOSITS

The following table shows daily average balances for the various
classifications of deposits for the periods indicated.

                                                 For the Year Ended December 31
                                               1998                           1997
                                           Average                        Average
                                           Balance   Rates                Balance  Rates
                                                                      
Noninterest-Bearing Demand             $60,439,000   --               $47,081,000   --
Savings and NOW Accounts                32,522,000   1.65%             26,410,000  1.65%
Money Market Accounts                   61,706,000   4.00              37,899,000  3.72
Time Deposits                           70,534,000   5.34              69,875,000  5.61
    Total Deposits                    $225,201,000   3.01%           $181,265,000  3.18%


FINANCIAL RATIOS

The following table shows key financial ratios for the Corporation for
the years indicated.

                                       Year Ended December 31,
                                               1998     1997
                                             
Return on average assets                      1.70%    1.46%
Return on average shareholders' equity       19.29%   16.46%
Cash dividend payout ratio                    0.00%    0.00%
Average shareholders' equity as % of:
  Average total assets                        8.84%    8.87%
  Average total deposits                      9.73%    9.80%



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required to be furnished in this item is set forth in the 
Consolidated Financial Statements on pages 8 through 27 of the Corporation's
1998 Annual Report to Shareholders and is incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	    AND FINANCIAL DISCLOSURE

None


                               PART III

Pursuant to General Instruction G(3), the information in Items 10, 11, 12 and 
13 of Part III is furnished by way of incorporation by reference to those 
sections of the Registrant's Proxy Statement for the 1999 Annual Meeting of 
Shareholders which contain the information required by Items 401, 402, 403, 
404 and 405 of Regulation S-K.  The Registrant intends to file a definitive 
copy of such Proxy Statement, pursuant to Regulation 14A, by March 20, 1999.

                               PART IV 

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(A)	Documents Filed as Part of this Report

	1.  Financial Statements

	The consolidated financial statements of BWC Financial Corp. and 
subsidiary listed below and appearing at the indicated page number in 
BWC's 1998 Annual Report to Shareholders are incorporated by reference 
into this report.

BWC FINANCIAL CORP. AND SUBSIDIARIES                           Page Number*

Independent Public Accountants' Report for the years
   ended December 31, 1998 and 1997 is filed herewith                   29

Consolidated Balance Sheets as of  December 31, 1998 and 1997		 8

Consolidated Statements of Income for the years ended 
December 31, 1998, 1997 and 1996							 9

Consolidated Statements of Shareholders' Equity for the 
years ended December 31, 1998, 1997 and 1996                            10

Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996							11

Notes to Consolidated Financial Statements                          12 - 27

	2.  Financial Statement Schedules

	All financial statement schedules have been omitted, as they are 
inapplicable or the required information is included in the consolidated 
financial statements or notes thereto.

(B)	Reports on Form 8-K

No reports on form 8-K were filed by BWC Financial Corp. during the fourth 
quarter of 1998.

(C)	Exhibits Filed:

See Index to Exhibits at page 16 of this Form 10-K.

*Refers to page number in the 1998 Annual Report to Shareholders.


                                  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


James L. Ryan                                            March 23, 1999
                       	Chairman of the Board          ________________
James L. Ryan	and Director


Leland E. Wines                                          March 23, 1999 
                       	Executive Vice President and   ________________
Leland E. Wines	Chief Financial Officer
	
Tom Mantor                                               March 23, 1999
                       	Director                       ________________
Tom Mantor

Richard G. Hill                                          March 23, 1999
                       	Director                       ________________
Richard G. Hill

Reynold C. Johnson III                                   March 23, 1999
                       	Director                       ________________
Reynold C. Johnson III

Craig Lazzareschi                                        March 23, 1999
                       	Director                       ________________
Craig Lazzareschi

John F. Nohr                                             March 23, 1999
                       	Director                       ________________
John F. Nohr

John L. Winther                                          March 23, 1999
                       	Director                       ________________
John L. Winther



	INDEX TO EXHIBITS



                EXHIBIT                                       EXHIBIT NUMBER


Articles of Incorporation and Amendments                  Refer to 10K filing
                                                              of March, 1994.

By-Laws                                                   Refer to 10K filing
                                                              of March, 1994.

1998 Annual Report to Shareholders                                      13.1

Consents of Independent Public Accountants:

	Arthur Andersen LLP Consent dated February 22, 1999		24.1

Report of Independent Public Accountants:

	Arthur Andersen LLP Report dated February 22, 1999		25.1



ARTHUR ANDERSEN LLP




CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, 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 February 22, 1999, in BWC Financial Corp.'s 1998 Annual 
Report. It should be noted that we have not audited any financial 
statements of BWC Financial Corp. subsequent to December 31, 1998, or 
performed any audit procedures subsequent to the date of our report.

Arthur Andersen LLP

San Francisco, California,
February 22, 1999


ARTHUR ANDERSEN LLP


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 as of December 
31, 1998 and 1997, 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, 1998. 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, 1998 and 1997, and the 
results of their operations and their cash flows for each of the three 
years in the period ended December 31, 1998, in conformity with generally 
accepted accounting principles.


Arthur Andersen LLP

San Francisco, California,
February 22, 1999