EXHIBIT 2.2

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT:  April 19, 1996

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
Capital Corp of the West

STATE OR OTHER JURISDICTION OF INCORPORATION:      California

COMMISSION FILE NUMBER:      0-27384

I.R.S. EMPLOYER IDENTIFICATION NUMBER:     77-0405791

ADDRESS OF PRINCIPAL EXECUTIVE OFFICE:
     1160 West Olive Avenue, Suite A
     Merced, California

ZIP CODE:  95348

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:     (209) 725-2200

ITEM 5.  OTHER EVENTS:
   See the attached press release, which is incorporated by reference.

                                   SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:    April 19, 1996

     Capital Corp of the West
   
     By:  /s/ Janey Boyce                         
         ----------------------------------
          Janey Boyce
          Vice President/Chief Financial Officer

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EXHIBIT 2.2

PRESS RELEASE
AVAILABLE FOR IMMEDIATE PUBLICATION
CONTACT: JO LINDA THOMPSON/TOM HAWKER  (209)725-2200

CAPITAL CORP OF THE WEST EXPANDS!

Tom Hawker, President and CEO of Capital Corp of the West, County Bank's holding
company, announced plans to form a  new company, CAPITAL WEST GROUP, INC., "A
FULL SERVICE FINANCIAL INSTITUTIONS ADVISORY FIRM."  Once the investment banking
company is established, it  will serve as a resource to support independent
financial institutions located throughout the eleven Western States.  Capital
West Group, Inc. will assist  independent institutions in meeting the
performance challenges of today's banking industry, including issues relating to
acquisitions and mergers.  

EDWARD E. SCHMIDT, former Co-Director of The Findley Group financial industry
consultants, has been appointed as President and Chief Executive Officer of
Capital West Group, Inc.  He has over twenty-five years experience in developing
seasoned insight into creating and implementing successful business solutions. 
As a veteran corporate designer, negotiator and marketer with an extensive
record of achievement and practical experience, Mr. Schmidt is well prepared to
assist and direct institutions in positioning themselves for success in the
aggressive, competitive banking industry of the 20th century and beyond.

Mr. Schmidt stated, "THE CURRENT ENVIRONMENT OF NEW BANK FORMATIONS, MERGERS,
ACQUISITIONS AND CONSOLIDATIONS OFFERS CAPITAL WEST GROUP, INC. AN OPPORTUNITY
TO PROVIDE EXPANDED INVESTMENT BANKING AND CORRESPONDENT FINANCIAL SERVICES
THOUGH THE BANK HOLDING COMPANY STRUCTURE OF CAPITAL CORP OF THE WEST." 
Additionally, Mr. Schmidt noted that expansion of shareholder value is key to
the successful continuation of independent banks, and he will direct
considerable energy into working with Boards of Directors in meeting this
challenge.  

Other consulting services available through Capital West Group, Inc., will
include implementation of renewal processes, formalizing of strategic intent,
providing fairness opinions, valuations and direct special projects for both
Boards and Management of client institutions.  


The investment banking firm will join other companies under the umbrella of
Capital Corp of the West, which currently includes COUNTY BANK, COUNTY ASSET
ADVISORS, and upon regulatory and shareholder approval, TOWN AND COUNTRY FINANCE
AND THRIFT.  The Town and Country Finance and Thrift acquisition is expected to
be completed by June 30, 1996.   Capital West Group, Inc. will be based at 1170
W. Olive Avenue, Suite B in Merced.  

For more information, please contact Tom Hawker or Edward E. Schmidt at
(209)725-2269.

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