As filed with the Securities and Exchange Commission on December 22, 1995

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CIVIC BANCORP
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(Exact name of registrant as specified in its charter)

California 68-0022322
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)

2101 Webster Street, Oakland, California 94612
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(Address of principal executive office, including zip code)

CivicBank of Commerce Profit Sharing Retirement Plan
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(Full title of the plan)

Herbert C. Foster, Civic BanCorp, 2101 Webster Street, Oakland, CA 94612
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(Name and address of agent for service)

(510)836-6500
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(Telephone number, including area code, of agent for process)

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed Proposed Amount of
of the registered registered maximum offering maximum registration fee
price per unit aggregate offering
price
- -----------------------------------------------------------------------------------------------------

Common stock 200,000 shares $7.50 $1,500,000 $517.25
- -----------------------------------------------------------------------------------------------------

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

CIVIC BANCORP
CROSS REFERENCE SHEET

ITEM NUMBER AND HEADING IN FORM S-8 REGISTRATION LOCATION IN PROSPECTUS
STATEMENT

Part I Information Required in the Section 10(a) Prospectus

Item 1. Plan Information Information About the Plan

Item 2. Registrant Information and Employee Plan Annual Information About the Company
Information

Part II Information Required in Registration Statement [Not included in Prospectus]

Item 3. Incorporation of Documents by Reference

Item 4. Description of Securities

Item 5. Interests of Named Experts and Counsel

Item 6. Indemnification of Directors and Officers

Item 7. Exemption from Registration Claimed

Item 8. Exhibits

Item 9. Undertakings

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to the instructions for Form S-8, information required in the
prospectus (Items 1 and 2) is not included in this Registration Statement.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------

The following documents previously filed or to be filed with the
Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
hereby incorporated by reference in this Registration Statement:

(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (the "Registrant 10-K");

(b) Registrant's Quarterly Report on Form 10-Q for the three and nine
month periods ended September 30, 1995;

(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in paragraph (a) above;

All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing thereof.

Item 4. Description of Securities.
- ----------------------------------

Securities to be offered are registered under Section 12 of the Exchange Act.
Therefore, this item is not applicable.

Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------

Not applicable.

Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------

Section 317 of the California General Corporation Law permits indemnification
of directors, officers and employees of corporations under certain conditions
and subject to certain limitations. The articles of incorporation of the
Registrant contain provisions limiting the monetary liability of directors for
breaches of the duty of care. Article 5 of the Bylaws of the Registrant contains
provisions for the indemnification of directors, officers and employees to the
fullest extent permitted under Section 317. In addition, the Registrant
maintains officers and directors liability insurance for an annual aggregate
maximum of $3,000,000.

Item 7. Exemption from Registration Claimed.
- --------------------------------------------

All issuances of common stock by the registrant have been pursuant to
registration statements filed with the Commission. To the Company's knowledge,
it has no restricted stock outstanding.

Item 8. Exhibits.
- -----------------

4. CivicBank of Commerce Profit Sharing Retirement Plan.

5. Opinion of McCutchen, Doyle, Brown & Enersen re: legality.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Deloitte & Touche LLP.

Item 9. Undertakings.
- ---------------------

(1) Registrant hereby undertakes:

(a) To file during any period in which offers of sales are being made,
a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");

(ii) to reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
other material change to such information in the Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

(b) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14-c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X of the Exchange Act are not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

(4) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

(5) Registrant will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the plan under
section 401 of the Internal Revenue Code.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Oakland, State of California, on December 21, 1995.
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Civic BanCorp

By /s/ HERBERT C. FOSTER
_________________________________
Herbert C. Foster
President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ HERBERT C. FOSTER
______________________ President and Chief Executive December 21, 1995
Herbert C. Foster Officer and Director (Principal --
Executive Officer)

/s/ GERALD J. BROWN
______________________ Chief Financial Officer December 21, 1995
Gerald J. Brown (Principal Financial and --
Accounting Officer)

/s/ C. DONALD CARR
______________________ Director December 21, 1995
C. Donald Carr --

/s/ DAVID L. CUTTER
______________________ Director December 21, 1995
David L. Cutter --

/s/ JOHN W. GLENN
______________________ Director December 21, 1995
John W. Glenn --

/s/ PAUL R. HANDLERY
______________________ Director December 21, 1995
Paul R. Handlery --

/s/ JAMES C. JOHNSON
______________________ Director December 21, 1995
James C. Johnson --

/s/ PAUL C. KEPLER
______________________ Director December 21, 1995
Paul C. Kepler --

/s/ EDWARD G. MEIN
______________________ Director December 21, 1995
Edward G. Mein --

/s/ DALE D. REED
______________________ Director December 21, 1995
Dale D. Reed --

/s/ EDWARD G. ROACH
______________________ Director December 21, 1995
Edward G. Roach --

/s/ BARCLAY SIMPSON
______________________ Director December 21, 1995
Barclay Simpson --