Edgar Filing: COMMUNITY WEST BANCSHARES /

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 2
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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COMMUNITY WEST BANCSHARES
(Exact Name of Company as Specified in Its Charter)

California 77-0446957
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

445 Pine Avenue
Goleta, California 93117
(Address of Principal Executive Offices Including Zip Code)

COMMUNITY WEST BANCSHARES
1997 STOCK OPTION PLAN
(Full Title of the Plan)
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Lynda J. Nahra
President and Chief Executive Officer
445 Pine Avenue
Goleta, California 93117
(Name and Address of Agent for Service)

Telephone number, including area code, of agent for service:
(805) 692-5821

Copy to:
Arthur A. Coren, Esq.
HORGAN, ROSEN, BECKHAM & COREN, L.L.P.
23975 Park Sorrento, Suite 200
Calabasas, California 91302
(818) 591-2121
(818) 591-3838 (Fax)

This Post-Effective Amendment No. 2 to Registration Statement includes an
Amended and Restated Reoffer Prospectus that is substantively different from the
prospectus that was filed with Community West Bancshares' (the "Registrant")
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 on February
20, 1998 (File number 333-43531). The Registrant originally registered the
shares of common stock, no par value (the "Shares"), which may be issued by the
Registrant under the Community West Bancshares 1997 Stock Option Plan pursuant
to its Registration Statement on Form S-8 filed on December 31, 1997 (File
number 333-43531), and amended on February 20, 1998 (as amended, the "Initial
Registration Statement"). The Registrant paid the registration fee at the time
of filing of the Initial Registration Statement. The Registrant is also filing a
new Registration Statement on Form S-8 (the "New Registration Statement") to
register 450,000 additional shares of the same class for which the Initial
Registration Statement was filed. The Amended and Restated Reoffer Prospectus,
included herewith and in the New Registration Statement, covers the resale of
the 450,000 additional shares as well as the original 842,014* shares registered
under the Initial Registration Statement.

* Please note that pursuant to Rule 416(a), as a result of stock dividends and
stock splits, the 456,427 shares which were registered under the Initial
Registration Statement now total 842,014 shares.

AMENDED AND RESTATED REOFFER PROSPECTUS

COMMUNITY WEST BANCSHARES
1,292,014 SHARES OF COMMON STOCK
NO PAR VALUE PER SHARE

This Amended and Restated Reoffer Prospectus (this "Prospectus") covers the
resale by officers or directors (the "Selling Shareholders") of Community West
Bancshares ("Community West") of shares of the Community West's common stock, no
par value per share, acquired pursuant to those certain stock option agreements
executed by and between the Community West and the Selling Shareholders (the
"Stock Option Agreement") in connection with the Community West Bancshares 1997
Stock Option Plan (the "Plan").

The Selling Shareholders may offer shares of Community West's common stock
from time to time to purchasers directly or through underwriters, dealers or
agents. Such shares of Community West's common stock may be sold at market
prices prevailing at the time of sale or at negotiated prices.

Community West's common stock is quoted on the Nasdaq National Market and
trades under the symbol "CWCB." The last sale price for the common stock as so
reported was on or about November 21, 2005 and was $13.01 per share. Community
West will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders. The address of the principal executive office
of the Company is 445 Pine Avenue, Goleta, California 93117 and its telephone
number is (805) 692-5821.

SEE "RISK FACTORS" AT PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.

______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________

No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by Community West or any Selling Shareholders. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of Community West since the date hereof or that the information
contained herein is correct as of any time subsequent to the date hereof.
______________________________________________________________

THE DATE OF THIS PROSPECTUS IS NOVEMBER 21, 2005

COMMUNITY WEST BANCSHARES
AMENDED AND RESTATED REOFFER PROSPECTUS

TABLE OF CONTENTS

Page
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INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . .
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REGULATORY CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

INTRODUCTION

Community West Bancshares ("Community West") is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. Community
West's principal business is to serve as a holding company for its banking
subsidiary, Community West Bank, N.A. ("CW Bank")(formerly, Goleta National
Bank). When we say "we" or "our" we mean Community West on a consolidated basis
with CW Bank.

Community West was incorporated on November 26, 1996, under the laws of the
State of California, at the direction of the Board of Directors of CW Bank for
the purpose of becoming CW Bank's holding company. The holding company
reorganization was consummated on December 31, 1997 and each outstanding share
of CW Bank's common stock was converted into one share of Community West's
common stock and all outstanding shares of CW Bank's common stock were
transferred to Community West.

AVAILABLE INFORMATION

Community West is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
concerning Community West may be inspected and copied at the public reference
facilities maintained at the Commission's headquarters at 450 Fifth Street, NW,
Washington D.C. 20549, and at the Commission's regional offices at 233 Broadway,
New York, NY 10279, 810 Brickell Ave., Suite 1800, Miami, Florida 33131, 175 W.
Jackson Blvd., Suite 900, Chicago, IL 60604, and 1801 California St., Suite
4800, Denver, CO 80202. Copies of such materials can also be obtained upon
written request addressed to the Commission, Public Reference Branch, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Upon request, and
when suitable arrangements can be made, such records may be sent to any other
Commission office for inspection, including the Pacific Regional Office, 5670
Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Electronic
filings made through the Electronic Data Gathering, Analysis, and Retrieval
system are available through the Commission's Web site (http://www.sec.gov).
Such reports and other information concerning Community West can also be
inspected at the offices of Community West at 445 Pine Street, Goleta,
California 93117.

On December 31, 1997, Community West filed with the Commission a
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered hereby, which was
amended by that certain Post-Effective Amendment No. 1 filed with the Commission
on February 20, 1998 and was further amended by that certain Post-Effective
Amendment No. 2 filed with the Commission on November 22, 2005. On November 22,
2005, Community West also filed a new registration statement on Form S-8 to
register 450,000 additional shares of common stock issuable upon the exercise of
outstanding stock options granted under the Plan. This Prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement, certain items of which are
contained in schedules and exhibits to the registration statement as permitted
by the rules and regulations of the Commission. Statements made in this
Prospectus as to the contents of any contract, agreement or the document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the registration statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. Items and information omitted from this Prospectus but contained
in the registration statement may be inspected and copied at the Public
Reference Facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents of Community West which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:

(a) Community West's Annual Report on Form 10-K as filed with the
Commission on March 29, 2005;

(b) Community West's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2005, June 30, 2005 and September 30, 2005 and Current Reports
on Form 8-K dated April 27, 2005, July 26, 2005 and October 26, 2005; and

(c) The description of Community West's common stock which is contained
in its registration statement on Form 8-A dated December 31, 1997, filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by Community West pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that 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 such documents.

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference will be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statements
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Community West will provide, without charge, to each person to whom a copy
of this registration statement is delivered, on written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits thereto unless such exhibits are specifically incorporated
by reference into the information that this registration statement
incorporates). Requests should be directed to Community West's Executive Offices
at 445 Pine Avenue, Goleta, California 93117, (805) 692-5821.

RISK FACTORS

Ownership of our Common Stock involves risk. You should carefully consider
in addition to the other information set forth herein, the following risk
factors.

OUR DEPENDENCE ON REAL ESTATE. Approximately 45% of our loan portfolio is
secured by various forms of real estate, including residential and commercial
real estate. A decline in current economic conditions or rising interest rates
could have an adverse effect on the demand for new loans, the ability of
borrowers to repay outstanding loans and the value of real estate and other
collateral securing loans. The real estate securing our loan portfolio is
concentrated in California. If real estate values decline significantly,
especially in California, the change could harm the financial condition of our
borrowers, the collateral for our loans will provide less security and we would
be more likely to suffer losses on defaulted loans.

OUR ABILITY TO PAY DIVIDENDS IS RESTRICTED BY LAW AND DEPENDS ON CAPITAL
DISTRIBUTIONS FROM CW BANK WHICH IS SUBJECT TO REGULATORY LIMITS. Our ability to
pay dividends to our shareholders is subject to the restrictions set forth in
California law. We cannot assure you that we will meet the criteria specified
under California law or under these agreements in the future, in which case we
may reduce or stop paying dividends on our common stock.

CONCENTRATED OWNERSHIP OF OUR COMMON STOCK CREATES A RISK OF SUDDEN CHANGES
IN OUR SHARE PRICE. As of September 30, 2005, directors and members of our
executive management team owned or controlled approximately 18.65% of our common
stock, excluding shares that may be issued to executive officers upon the
exercise of stock options. Investors who purchase our common stock may be
subject to certain risks due to the concentrated ownership of our common stock.
The sale by any of our large shareholders of a significant portion of that
shareholder's holdings could have a material adverse effect on the market price
of our common stock. In addition, the registration of any significant amount of
additional shares of our common stock will have the immediate effect of
increasing the public float of our common stock and any such increase may cause
the market price of our common stock to decline or fluctuate significantly.

CHANGES IN ECONOMIC CONDITIONS COULD HURT OUR BUSINESS MATERIALLY. Our
business is directly affected by factors such as economic, political and market
conditions, broad trends in industry and finance, legislative and regulatory
changes, changes in government monetary and fiscal policies and inflation, all
of which are beyond our control. We serve three primary regions. The
Tri-Counties region which consists of San Luis Obispo, Santa Barbara and Ventura
counties in the state of California, the SBA Western Region where we originate
SBA loans (California, Washington, Oregon and Colorado) and the SBA Southeast
Region (Georgia, Florida, Tennessee, Alabama, North Carolina and South
Carolina). A deterioration in economic conditions, whether caused by national
concerns or local concerns, in these areas could result in any of the following
consequences, which could hurt our business materially:

- loan delinquencies may increase;
- problem assets and foreclosures may increase;
- demand for our products and services may decline;
- low cost or noninterest-bearing deposits may decrease; and
- collateral for loans made by us, especially real estate, may decline
in value, in turn reducing customers' borrowing power, and reducing
the value of assets and collateral associated with our existing loans.

HEAVY REGULATION OF THE FINANCIAL SERVICES INDUSTRY. We are subject to
federal and state regulation designed to protect the deposits of consumers, not
to benefit shareholders. These regulations include the following:

- the amount of capital we must maintain
- the types of activities in which we can engage
- the types and amounts of investments we can make
- the locations of our offices
- insurance of our deposits and the premiums paid for this insurance
- how much cash we must set aside as reserves for deposits

The regulations impose significant limitations on operations and may be changed
at any time, possibly causing future results to vary significantly from past
results. Government policy and regulation, particularly as implemented through
the Federal Reserve System, significantly affects credit conditions.

BANK REGULATIONS COULD DISCOURAGE CHANGES IN OUR OWNERSHIP. Bank
regulations could delay or discourage a potential acquirer who might have been
willing to pay a premium price to acquire a large block of our common stock.
That possibility could decrease the value of our common stock and the price that
a stockholder will receive if shares are sold in the future. Before anyone can
buy enough voting stock to exercise control over a bank holding company like
Community West, bank regulators must approve the acquisition. A stockholder must
apply for regulatory approval to own 10 percent or more of our common stock,
unless the stockholder can show that they will not actually exert control.
Regardless, no stockholder can own 25 percent or more of our common stock
without applying for regulatory approval.

THE PRICE OF OUR COMMON STOCK MAY CHANGE RAPIDLY AND SIGNIFICANTLY. The
market price of our common stock could change rapidly and significantly at any
time. The market price of our common stock has fluctuated in recent years.
Fluctuations may occur, among other reasons, in response to:

- short-term or long-term operating results
- legislative/regulatory action or adverse publicity
- perceived value of our loan portfolio
- trends in our nonperforming assets
- announcements by competitors
- economic changes
- general market conditions
- perceived strength of the banking industry in general
- our relatively low float and thinly-traded stock

The trading price of our common stock may continue to be subject to wide
fluctuations in response to the factors set forth above and other factors, many
of which are beyond our control. The stock market can experience extreme price
and trading volume fluctuations that often are unrelated or disproportionate to
the operating performance of individual companies. We believe that investors
should consider the likelihood of these market fluctuations before investing in
our common stock.

WE HAVE A CONTINUING NEED TO ADAPT TO TECHNOLOGICAL CHANGES. The banking
industry is undergoing rapid technological changes with frequent introductions
of new technology-driven products and services. The effective use of technology
allows us to:

- serve our customers better;
- increase our operating efficiency by reducing operating costs;
- provide a wider range of products and services to our customers; and
- attract new customers.

Our future success will partially depend upon our ability to successfully
use technology to provide products and services that will satisfy our customers'
demands for convenience, create additional operating efficiencies, and respond
to regulatory changes. Our larger competitors already have existing
infrastructures or substantially greater resources to invest in technological
improvements. We cannot assure you that we will be able to effectively implement
new technology-driven products and services or be successful in marketing those
products and services to our current and future customers.

A CURTAILMENT OF GOVERNMENT GUARANTEED LOAN PROGRAMS COULD AFFECT A SEGMENT
OF OUR BUSINESS. A major segment of our business consists of originating and
selling government guaranteed

loans, in particular those guaranteed by the SBA. From time to time, the
government agencies that guarantee these loans reach their internal limits and
cease to guarantee loans. In addition, these agencies may change their rules for
loans or Congress may adopt legislation that would have the effect of
discontinuing or changing the programs. Non-governmental programs could replace
government programs for some borrowers, but the terms might not be equally
acceptable. Therefore, if these changes occur, the volume of loans to small
business, industrial and agricultural borrowers of the types that now qualify
for government guaranteed loans could decline. Also, the profitability of these
loans could decline. In late 2004, the SBA eliminated the piggy-back program, in
which a conventional real estate loan is made and a SBA 7(a) guaranteed second
trust deed is subordinate to the conventional first trust deed. As the funding
and sale of the guaranteed portion of 7(a) loans is a significant portion of our
business, the long-term resolution to the funding for the 7(a) loan program may
have an unfavorable impact on our future performance and results of operations.

ENVIRONMENTAL LAWS COULD FORCE US TO PAY FOR ENVIRONMENTAL PROBLEMS. When a
borrower defaults on a loan secured by real property, we generally purchase the
property in foreclosure or accept a deed to the property surrendered by the
borrower. We may also take over the management of commercial properties when
owners have defaulted on loans. While we have guidelines intended to exclude
properties with an unreasonable risk of contamination, hazardous substances may
exist on some of the properties that we own, manage or occupy. We face the risk
that environmental laws could force us to clean up the properties at our
expense. It may cost much more to clean a property than the property is worth.
We could also be liable for pollution generated by a borrower's operations if we
took a role in managing those operations after default. Resale of contaminated
properties may also be difficult.

RECENT LEGISLATION ADDRESSING CORPORATE AND AUDITING SCANDALS RESULT IN
INCREASED COSTS OF COMPLIANCE. The Sarbanes-Oxley Act and related regulations
are increasing the costs of all public companies and have imposed new
requirements on auditors. Bank regulations are expected to mirror many of the
requirements of this act. We expect to bear increased costs as a result;
however, at this time we cannot estimate the amount of additional costs we are
likely to incur.

OUR BUSINESS IS SUBJECT TO INTEREST RATE RISK AND VARIATIONS IN INTEREST
RATES MAY NEGATIVELY AFFECT OUR FINANCIAL PERFORMANCE. Changes in the interest
rate environment may reduce our profits. It is expected that we will continue to
realize income from the differential or "spread" between the interest earned on
loans, securities and other interest-earning assets, and the interest paid on
deposits, borrowings and other interest-bearing liabilities. Net interest
spreads are affected by the difference between the maturities and repricing
characteristics of interest-earning assets and interest-bearing liabilities. In
addition, loan volume and yields are affected by market interest rates on loans,
and rising interest rates generally are associated with a lower volume of loan
originations. We cannot assure you that we can minimize our interest rate risk.
In addition, an increase in the general level of interest rates may adversely
affect the ability of certain borrowers to pay the interest on and principal of
their obligations. Accordingly, changes in levels of market interest rates could
materially and adversely affect our net interest spread, asset quality, loan
origination volume and overall profitability.

WE FACE STRONG COMPETITION FROM FINANCIAL SERVICE COMPANIES AND OTHER
COMPANIES THAT OFFER BANKING SERVICES THAT COULD HURT OUR BUSINESS. The banking
industry is highly competitive. We face competition not only from other
financial institutions within the markets we serve, but deregulation has
resulted in competition from companies not typically associated with financial
services as well as companies accessed through the internet. As a community
bank, we attempt to combat this increased competition by developing and offering
new products and increased quality of services.

REGULATORY CONSIDERATIONS

As a bank holding company under the Bank Holding Company Act, we are
regulated, supervised and examined by the Board of Governors of the Federal
Reserve System, or Federal Reserve Board. This regulatory framework is intended
primarily for the protection of depositors and the federal deposit insurance
funds and not for the protection of security holders. As a result of this
regulatory framework, our earnings are affected by actions of the Federal
Reserve Board, the Office of Comptroller of the Currency, which regulates the
Bank, and the Federal Deposit Insurance Corporation which insures the deposits
of CW Bank within certain limits.

In addition, there are numerous governmental requirements and regulations
that affect our business activities. A change in applicable statutes,
regulations or regulatory policy may have a material effect on our business.

Depository institutions, like CW Bank, are also affected by various federal
laws, including those relating to consumer protection and similar matters.

We are a legal entity separate and distinct from CW Bank. However, our
principal source of cash revenues is the payment of dividends from CW Bank.
There are various legal and regulatory limitations on the extent to which CW
Bank can finance or otherwise supply funds to us and our other affiliates.

As a national bank the prior approval of the Comptroller of the Currency is
required if the total of all dividends declared and paid to Community West in
any calendar year exceeds CW Bank's net earnings for that year combined with
their retained net earnings less dividends paid for the preceding two calendar
years.

For a more detailed discussion of the material elements of the regulatory
framework applicable to bank holding companies and their subsidiaries and
specific information relevant to us, please refer to our annual report on Form
10-K for the year ended December 31, 2004, which is incorporated by reference in
this Prospectus.

USE OF PROCEEDS

The Selling Shareholders will receive all of the net proceeds from the sale
of the shares of common stock owned by the Selling Shareholders and offered
hereby. Community West will receive none of the proceeds of the sale of such
shares of common stock.

SELLING SHAREHOLDERS

The common stock covered by this Prospectus is being offered by the Selling
Shareholders identified in the table below. The shares of common stock have been
acquired by the Selling Shareholders pursuant to stock option agreements with
Community West. The following sets forth certain information as of September 30,
2005, with respect to the Selling Shareholders and the shares of common stock
offered hereby:

Shares of Common Number of
Stock Beneficially Shares Maximum
Held (1) Underlying Amount of Maximum % of
Shareholder - Title with (Exclusive of Options Shares to be Held Shares to be Held
Community West/CW Bank Options) Held After Offering (2) After Offering (3)
------------------------------- ------------------- ------------- ------------------- -------------------

Charles G. Baltuskonis, 7,600 27,500 7,600 0.13%
Executive Vice President and
Chief Financial Officer,
Community West and CW Bank
Robert H. Bartlein, 135,762 13,545 135,762 2.36%
Director and Chairman of the
Board, CW Bank
Jean W. Blois, 58,824 15,099 58,824 1.02%
Director
Cynthia M. Hooper, 9,600 19,000 9.600 0.17%
Senior Vice President, CW
Bank
John D. Illgen, 46,956 27,959 46,956 0.82%
Director
Bernard R. Merry, - 23,500 - ---
Senior Vice President, CW
Bank
Lynda J. Nahra, 6,330 82,500 6,330 0.11%
Director, President and Chief
Executive Officer, Community
West and CW Bank
William R. Peeples, 778,757 - 778,757 13.55%
Director and Chairman of the
Board, Community West
James R. Sims, Jr., 22,385 27,959 22,385 0.39%
Director
Kirk B. Stovesand, 2,600 5,000 2,600 0.05%
Director
William Viani, - 23,000 - ---
Executive Vice President, CW
Bank
C. Richard Whiston, 2,870 5,000 2,870 0.05%
Director

--------------------------------
(1) Includes shares beneficially owned.
(2) Assumes sale of all option shares in the offering.
(3) Assumes the options shares of the particular Selling Shareholder are issued
and outstanding. As of September 30, 2005, there were 5,745,514 shares of
common stock issued and outstanding.

PLAN OF DISTRIBUTION

The Selling Shareholders have not advised Community West of any specific
plans for the distribution of the shares of common stock covered by this
Prospectus, but it is anticipated that the Selling Shareholders may sell all or
a portion of the shares of common stock from time to time to purchasers directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of the shares of common stock for whom they may
act as agent. The Selling Shareholders will be responsible for payment of any
and all commissions to brokers, which will be negotiated on an individual basis.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the shares of common stock might be deemed to
be underwriters, and any profit on the sale of such shares of common stock by
them and any discounts, commissions or concessions received by any such
underwriters, dealers, or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. At the time a particular offer of any
of the shares of common stock is made, to the extent required, a supplement to
this Prospectus will be distributed which will set forth the aggregate principal
amount of stock being offered and the terms of the offering, including the name
or names of any underwriters, dealers or agents, any discounts, commissions or
other items constituting compensation from the Selling Shareholders and any
discounts, commissions or concessions allowed or re-allowed or paid to dealers.

The shares of common stock may be sold on the Nasdaq National Market System
or in privately negotiated transactions. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 of the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
Selling Shareholders will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of purchases and
sales of any of the shares of common stock by the Selling Shareholders. There is
no assurance that the Selling Shareholders will sell any or all the common stock
described herein and may transfer, devise or gift such shares by other means not
described herein.

LEGAL MATTERS

The validity of the shares offered hereby will be passed on for Community
West by Horgan, Rosen, Beckham & Coren, L.L.P., Calabasas, California.

EXPERTS

The consolidated financial statements of Community West Bancshares at
December 31, 2004 and 2003, and for each of the three years in the period ended
December 31, 2004, incorporated in this Prospectus by reference to Community
West's Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
have been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their report thereon, which has been incorporated herein
by reference, and has been so incorporated in reliance upon such report given on
the authority of such firm as experts in accounting and auditing.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Community West will send or give the documents containing the information
specified in Part I of this registration statement to each participant as
specified by Rule 428(b)(1) (Sec. 230.428(b)(1)). In accordance with the rules
and regulations of the Securities and Exchange Commission and the instructions
to Form S-8, Community West is not filing such documents with the Securities and
Exchange Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act of 1933. These documents and the documents incorporated by reference in this
Amendment No. 2 to Registration Statement on Form S-8 pursuant to Item 3 of Part
II of this Amendment No. 2 to Registration Statement on Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission are incorporated by
reference into this Amendment No. 2 to Registration Statement on Form S-8 and
are made a part hereof:

(a) Community West's Annual Report on Form 10-K as filed with the
Commission on March 29, 2005;

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Community West's Articles of Incorporation provides that Community West
shall eliminate the liability of its directors for monetary damages to the
fullest extent permissible under California law. Article Six of Community West's
Articles of Incorporation and Article VI of Community West's Bylaws provide that
Community West shall indemnify each of its directors and officers for expenses,
judgments, fines, settlements and other amounts incurred in connection with any
proceeding arising by reason of the fact that such person was an "agent" of
Community West to the fullest extent permissible under California law. Community
West's Articles of Incorporation and Bylaws also provide that Community West is
authorized to provide indemnification for its agents to the extent permissible
under California law. In both cases, indemnification for breach of duty may be
in excess of that expressly permitted by Section 317 of the California General
Corporation Law. Section 317 sets forth the provisions pertaining to the
indemnification of corporate "agents." For purposes of this law, an agent is any
person who is or was a director, officer, employee or other agent of a
corporation, or is or was serving at the request of a corporation in such
capacity with respect to any other corporation, partnership, joint venture,
trust or other enterprise. Section 317 mandates indemnification of an agent for
expenses where the agent's defense is successful on the merits. In other cases,
Section 317 allows a corporation to indemnify an agent for expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred if the
agent acted in good faith and in a manner the agent believed to be in the best
interests of the corporation and its shareholders. Such indemnification must be
authorized by: (i) a majority vote of a quorum of the board of directors
consisting of directors who are not parties to the proceedings; (ii) approval of
the shareholders, with the shares owned by the person to be indemnified not
being entitled to vote thereon; or (iii) the court in which the proceeding is or
was pending upon application by designated parties. Under certain circumstances,
a corporation can indemnify an agent even when the agent is found liable.
Section 317 also allows a corporation to advance expenses to an agent for
certain actions upon receiving an undertaking by the agent that he or she will
reimburse the corporation if it is later determined that he or she is not
entitled to be indemnified.

In October 2004, Community West entered into Indemnification Agreements
with each of its directors pursuant to which it agreed to indemnify each
director for expenses, judgments, fines, settlements and other amounts incurred
in connection with any proceeding arising by reason of the fact that such
director was Community West's "agent" to the fullest extent permissible under
California law, subject to the terms and conditions of the Indemnification
Agreements. The indemnification provisions also apply to liability under the
Federal Securities Laws. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling Community West pursuant to the foregoing provisions, Community West
has been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

At present, Community West is not aware of any pending or threatened
litigation or proceeding

involving its directors, officers, employees or agents in which indemnification
would be required or permitted. Community West believes that its Articles of
Incorporation and Bylaw provisions and Indemnification Agreements with its
directors are necessary to attract and retain qualified persons as directors and
officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION

4 Assistant Secretary's Certificate of Adoption of Amendment No. 1 to
Community West Bancshares 1997 Stock Option Plan filed as Exhibit 4 to
Community West's Registration Statement on Form S-8 (File No. 333-129898)
filed on November 22, 2005 is incorporated herein by this reference
5 Legal Opinion of Horgan, Rosen, Beckham & Coren, L.L.P. filed as Exhibit 5
to Community West's Registration Statement on Form S-8 (File No. 333-
43531) filed on December 31, 1997 is incorporated herein by this reference
15 Not applicable
23.1 Consent of Horgan, Rosen, Beckham & Coren, L.L.P.
23.2 Consent of Ernst & Young LLP
24 Not applicable

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-effective
amendment to this registration statement to include any material
information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to
such information in this registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-effective
amendment shall be treated as a new registration statement of the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and

(3) 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.

(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, as amended (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended) that is incorporated by
reference in this registration

iii

statement 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Community West Bancshares certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Goleta, State of
California, on the 17th day of November, 2005.

COMMUNITY WEST BANCSHARES

By: /s/ Lynda J. Nara
----------------------------------------
Lynda J. Nahra,
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lynda J. Nahra and Arthur A. Coren, and each or
any one of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Amendment No. 2 to Registration Statement on Form S-8, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/Charles G. Baltuskonis November 17, 2005
-------------------------
Charles G. Baltuskonis Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
/s/ Robert H. Bartlein November 17, 2005
-------------------------
Robert H. Bartlein Director

/s/ Jean W. Blois November 17, 2005
-------------------------
Jean W. Blois Director

/s/John D. Illgen November 17, 2005
-------------------------
John D. Illgen Director

/s/ Lynda J. Nahra November 17, 2005
-------------------------
Lynda J. Nahra Director, President and Chief Executive
Officer (Principal Executive Officer)

/s/ William R. Peeples November 17, 2005
-------------------------
William R. Peeples Chairman of the Board

/s/James R. Sims November 17, 2005
-------------------------
James R. Sims Director

/s/ Kirk B. Stovesand November 17, 2005
-------------------------
Kirk B. Stovesand Director

/s/ C. Richard Whiston November 17, 2005
-------------------------
C. Richard Whiston Director