SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14 (a) of the Securities
                    Exchange Act of 1934 (Amendment No. ____)


Filed  by  the  Registrant   /X/

Filed  by  a  Party  other  than  the  Registrant  /  /

Check  the  appropriate  box:


/ /   Preliminary  Proxy  Statement
/ /   Confidential,  for  Use  of  the  Commission  Only ( as permitted by  Rule
      14a-6  (e)  (2)  )
/X/   Definitive  Proxy  Statement
/ /   Definitive  Additional  Materials

/ /   Soliciting  Material  Pursuant  to  Rule  14a-11  (c)  or  Rule  14a-12

                            COMMUNITY WEST BANCSHARES

-  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                (Name of Registrant as Specified in Its Charter)

-  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

      (Name of Person (s) Filing Proxy Statement, if other than Registrant

Payment  of  Filing  Fee  (Check  the  appropriate  box)  :

/X/   No  fee  Required.

/ /   Fee computed on table below per  Exchange Act Rules 14a-6(I) (1) and 0-11.

     (1)   Title  of  each  class  of  securities  to which transaction applies:
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

     (2)   Aggregate  number  of  securities  to  which  transaction  applies:
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

     (3)   Per unit price or other  underlying  value  of  transaction  computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
           filing fee is  calculated  and  state  how  it  was  determined:
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

     (4)   Proposed  maximum  aggregate  value  of  transaction:
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

     (5)   Total  fee  paid:
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

/ /   Fee  paid  previously  with  preliminary  materials.

/ /   Check  box  if  any  part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2)  and identify the filing for which the offsetting fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  form  or  schedule  and  the  date  of  its  filing.

     (1)   Amount  previously  paid
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

     (2)   Form,  schedule  or  registration  statement  number:
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     (3)   Filing  party:
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     (4)   Date  filed:
           -   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -



                            COMMUNITY WEST BANCSHARES
                                 445 Pine Avenue
                          Goleta, California 93117-3474
                            Telephone: (805) 692-1862


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 24, 2001


TO  THE  SHAREHOLDERS  OF  COMMUNITY  WEST  BANCSHARES:

     NOTICE  IS  HEREBY  GIVEN  that,  pursuant  to the Bylaws of Community West
Bancshares  and  the  call of its Board of Directors, the 2001 Annual Meeting of
Shareholders  of  Community  West Bancshares (the "Company") will be held at the
Holiday  Inn,  5650  Calle  Real, Goleta, California 93117, on Thursday, May 24,
2001,  at  6:00  p.m.  Pacific Daylight Time (the "Meeting"), for the purpose of
considering  and  voting  on  the  following  matters:

          1.     ELECTION  OF  DIRECTORS.  Electing  the  following  eleven (11)
                 ----------------------
     persons to the Board of Directors to serve until the 2002 Annual Meeting of
     Shareholders  and  until  their  successors are elected and have qualified:

             Michael  A.  Alexander         Michel  Nellis

             Mounir  R.  Ashamalla          William  R.  Peeples

             Robert  H.  Bartlein           Richard  M.  Sanborn

             Jean  W.  Blois                James  R.  Sims,  Jr.

             John  D.  Illgen               Llewellyn  W.  Stone

             Lynda  Nahra

          2.     INDEPENDENT  PUBLIC  ACCOUNTANTS.  Ratification  of  Arthur
                 ---------------------------------
     Andersen,  LLP  to  continue  to  serve as the Company's independent public
     accountants  for  the  current  fiscal  year,  ending  December  31,  2001.

          3.     OTHER  BUSINESS.  Transacting  such  other  business  as  may
                 ---------------
     properly  come  before  the  Meeting  and  any  adjournment or adjournments
     thereof.

     The Board of Directors has fixed the close of business on April 2, 2001, as
the record date for determination of shareholders entitled to notice of, and the
right  to  vote  at,  the  Meeting.

     The  Bylaws  of  the Company provide for the nomination of directors in the
following  manner:



     "Nominations  for election of members of the board of directors may be made
by  the  board  of  directors  or by any shareholder of any outstanding class of
capital stock of the corporation entitled to vote for the election of directors.
Notice of intention to make any nominations (other than for persons named in the
notice  of  the meeting at which such nomination is to be made) shall be made in
writing  and shall be delivered or mailed to the president of the corporation no
more  than  sixty  (60) days prior to any meeting of shareholders called for the
election  of  directors and no more than ten (10) days after the date the notice
of such meeting is sent to shareholders pursuant to Section 2.4 of these Bylaws;
provided,  however,  that  if  ten  (10)  days notice of such meeting is sent to
shareholders,  such  notice  of  intention  to  nominate must be received by the
president  of the corporation not later than the time fixed in the notice of the
meeting  for  the  opening  of the meeting.  Such notification shall contain the
following information to the extent known to the notifying shareholder:  (a) the
name  and address of each proposed nominee; (b) the principal occupation of each
proposed  nominee;  (c) the number of shares of capital stock of the corporation
owned  by  each  proposed  nominee;  (d)  the  name and residence address of the
notifying  shareholder;  (e)  the  number  of  shares  of  capital  stock of the
corporation  owned by the notifying shareholder; (f) with the written consent of
the  proposed nominee, a copy of which shall be furnished with the notification,
whether  the  proposed  nominee  has  ever  been  convicted  of  or pleaded nolo
contendere  to  any  criminal  offense  involving dishonesty or breach of trust,
filed  a  petition in bankruptcy, or been adjudged a bankrupt.  The notice shall
be  signed  by  the  nominating shareholder and by the nominee.  Nominations not
made  in accordance herewith shall be disregarded by the chairman of the meeting
and, upon his instructions, the inspectors of election shall disregard all votes
cast  for each such nominee.  The restrictions set forth in this paragraph shall
not  apply  to nomination of a person to replace a proposed nominee who has died
or  otherwise  become  incapacitated to serve as a director between the last day
for  giving  notice  hereunder  and  the  date  of  election of directors if the
procedure  called  for  in  this  paragraph  was  followed  with  respect to the
nomination  of the proposed nominee.  A copy of the preceding paragraph shall be
set forth in the notice to shareholders of any meeting at which directors are to
be  elected."
     SINCE  IMPORTANT  MATTERS  ARE  TO BE CONSIDERED AT THE MEETING, IT IS VERY
IMPORTANT  THAT  EACH  SHAREHOLDER  VOTE.

     WE  URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER  OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.  THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS.  ANY SHAREHOLDER WHO EXECUTES AND
DELIVERS  SUCH  A  PROXY  HAS  THE  RIGHT  TO REVOKE IT AT ANY TIME BEFORE IT IS
EXERCISED  BY  GIVING  WRITTEN  NOTICE  OF  REVOCATION  TO  THE SECRETARY OF THE
COMPANY,  BY SUBMITTING PRIOR TO THE MEETING A PROPERLY EXECUTED PROXY BEARING A
LATER DATE, OR BY BEING PRESENT AT THE MEETING AND ELECTING TO VOTE IN PERSON BY
ADVISING  THE  CHAIRMAN  OF  THE  MEETING  OF  SUCH  ELECTION.

     PLEASE  INDICATE  ON  THE  PROXY  WHETHER  OR  NOT YOU EXPECT TO ATTEND THE
MEETING  SO  THAT  THE  COMPANY  CAN  ARRANGE  FOR  ADEQUATE  ACCOMMODATIONS.
     By  Order  of  the  Board  of  Directors


April  27,  2001                              Michel  Nellis,  Secretary


                                        2

                           ANNUAL REPORT ON FORM 10-K
                           --------------------------

COPIES  OF  THE  COMPANY'S  2000  ANNUAL  REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION,  ARE AVAILABLE UPON REQUEST TO: MS. LYNDA
PULLON  RADKE, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, COMMUNITY WEST
BANCSHARES,  445  PINE  AVENUE,  GOLETA,  CALIFORNIA 93117-3474, TELEPHONE (805)
692-1862.


                                        3

                            COMMUNITY WEST BANCSHARES
                                 445 PINE AVENUE
                          GOLETA, CALIFORNIA 93117-3474


                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 24, 2001


                       SOLICITATION AND VOTING OF PROXIES

     This  Proxy  Statement is being furnished to shareholders of Community West
Bancshares  (the  "Company") in connection with the solicitation by the Board of
Directors  ("Board of Directors") of proxies to be used at the Annual Meeting of
Shareholders,  to be held on Thursday, May 24, 2001 at 6:00 p.m. Pacific time at
the  Holiday Inn, 5650 Calle Real, Goleta, California 93117 (the "Meeting"), and
at  any  and  all  adjournments  thereof.  The  Company's  2000 Annual Report to
Shareholders,  including  consolidated  financial  statements for the year ended
December  31, 2000 accompanies this Proxy Statement, which is first being mailed
to  recordholders  on  or  about  April  27,  2001.

     Regardless  of  the number of shares of Common Stock owned, it is important
that the shareholders of a majority of shares be represented by proxy or present
in  person at the Meeting.  Shareholders are requested to vote by completing the
enclosed  proxy  card  and returning it signed and dated in the enclosed postage
paid  envelope.  Shareholders  are to indicate their vote in the spaces provided
on  the  proxy card.  Proxies solicited by the Board of Directors of the Company
will  be  voted  in  accordance  with  the  directions  given therein.  Where no
instructions  are  indicated, signed proxy cards will be voted "AUTHORITY GIVEN"
for  the  election  of the nominees for directors named in this Proxy Statement,
"FOR"  ratification  of  Arthur Andersen, LLP ("Andersen") as independent public
accountants  of  the  Company  for  year  ending 2001.  If any other business is
properly  presented  at  the Meeting, the proxy will be voted in accordance with
the  recommendations  of  the  Company's  Board  of  Directors.

     Other than the matters set forth on the attached Notice of the Meeting, the
Board  of  Directors  knows  of no additional matters that will be presented for
consideration  at  the  Meeting.  Execution  of  a  proxy,  however, confers the
designated  proxy  holder's  discretionary  authority  to  vote  the  shares  in
accordance  with the recommendations of the Company's Board of Directors on such
other  business,  if  any,  that may properly come before the Meeting and at any
adjournments  thereof,  including  whether  or  not  to  adjourn  the  Meeting.

You  may revoke your proxy at any time prior to its exercise by filing a written
notice  of  revocation  with  the Secretary of the Company, by delivering to the
Company  a duly executed proxy bearing a later date, or by attending the Meeting
and  voting  in  person.  However, if you are a shareholder whose shares are not
registered  in your own name, you will need to provide appropriate documentation
from  the  recordholder  to  vote  personally  at  the  Meeting.

The  matters  to  be  considered  and  voted  upon  at  the  Meeting  will  be:


                                        4

1.     ELECTION  OF  DIRECTORS.  Electing  the  following  eleven persons to the
       -----------------------
Board  of  Directors  to  serve  until  the  2002 Annual Meeting and until their
successors  are  elected  and  have  qualified:



             Michael  A.  Alexander         Michel  Nellis

             Mounir  R.  Ashamalla          William  R.  Peeples

             Robert  H.  Bartlein           Richard  M.  Sanborn

             Jean  W.  Blois                James  R.  Sims,  Jr.

             John  D.  Illgen               Llewellyn  W.  Stone

             Lynda  Nahra

     2.   INDEPENDENT  PUBLIC  ACCOUNTANTS. Ratification of Arthur Andersen, LLP
          --------------------------------
          to  continue  to serve as the Company's independent public accountants
          for  the  current fiscal year, ending December 31, 2001. Such services
          will  include  the  examination  of  the  financial  statements of the
          Company  for the fiscal year ending on such date and other appropriate
          accounting  services.

     3.   OTHER  BUSINESS.  Transacting such other business as may properly come
          ---------------
          before  the  Meeting  and  any  adjournment  or  adjournments thereof.

     This solicitation of proxies is being made by the Board of Directors of the
Company. The expense of solicitation of proxies for the Meeting will be borne by
the  Company. It is anticipated that proxies will be solicited primarily through
the use of the mail. Proxies may also be solicited personally or by telephone by
directors,  officers  and  employees  of  the  Company,  and  its  wholly  owned
subsidiaries,  Goleta  National  Bank  ("Goleta")  and  Palomar  Community  Bank
("Palomar"),  without  additional  compensation  therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name  of  their  nominees, which are beneficially owned by others, to send proxy
materials  to and obtain proxies from such beneficial owners, and will reimburse
such  holders  for  their  reasonable  expenses  in  doing  so.

                                VOTING SECURITIES

     The  securities  which  may  be  voted  at the Meeting consist of shares of
common  stock of the Company (the "Common Stock"), with each share entitling its
owner  to  one  vote  on all matters to be voted on at the Meeting. The close of
business on April 2, 2001 has been fixed by the Board of Directors as the record
date  (the  "Record  Date")  for  the  determination  of  shareholders of record
entitled  to  notice  of  and  to  vote at the Meeting and at any adjournment or
adjournments  thereof. The total number of shares of Common Stock outstanding on
the  Record  Date  was  6,107,216  shares.  In  connection  with the election of
directors,  shares  shall  be voted cumulatively if a candidate's or candidates'
name(s)  have  been  properly  placed  in  nomination  prior  to  voting and the
shareholder  has  properly  given  notice of the intention to vote cumulatively.
Cumulative  voting  allows  a shareholder to cast a number of votes equal to the
number  of  shares  held in his or her name as of the Record Date, multiplied by
the number of directors to be elected. The total number of votes may be cast for
one  nominee  or  may  be  distributed  amongst  as  many  nominees,  or in such
proportions,  as  the  shareholder  so  directs.


                                        5

Directors  are  elected  by plurality vote.  Abstentions and broker non-votes do
not  have  the  effect  of  votes in opposition to a director.  Abstentions are,
however,  counted  towards  a  quorum.


                                        6

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT

     Except  as  set forth below, Management of the Company does not know of any
person  who  owns  beneficially  or  of  record,  more  than 5% of the Company's
outstanding Common Stock.  The following table sets forth certain information as
of  the  Record  Date,  concerning  the  beneficial  ownership  of the Company's
outstanding  Common Stock by the Company's directors, and executive officers(1),
and  by  all  directors  and  executive  officers  of  the  Company  as a group.
Management  is  not  aware  of  any  change in control of the Company, which has
occurred  since  January  1,  2000,  nor  of  any  arrangement,  which may, at a
subsequent  date,  result  in  a  change  in  control  of  the  Company.



                                       NUMBER OF SHARES       NUMBER OF SHARES    PERCENT OF CLASS
                                       OF COMMON STOCK        SUBJECT TO VESTED   BENEFICIALLY
NAME AND TITLE                         BENEFICIALLY OWNED(2)  STOCK OPTIONS(3)    OWNED(3)
-------------------------------------  ---------------------  ------------------  -----------------
                                                                         


MICHAEL A. ALEXANDER,                               121, 039                   -              1.98%
   Chairman of the Board

MOUNIR R. ASHAMALLA,                                  97,391                   -              1.59%
   Director

ROBERT H. BARTLEIN,                                  125,762                   -              2.06%
   Director

JEAN W. BLOIS,                                        50,824              11,554              1.02%
   Director

JOHN D. ILLGEN,                                       46,956              14,414              1.00%
   Director

LYNDA NAHRA                                            1,350              15,500              0.28%
   Director, President of Goleta
   National Bank

MICHEL NELLIS,                                        41,644              14,414              0.92%
   Secretary and Director

WILLIAM R. PEEPLES,(4)                               605,728                   -              9.92%
   Vice Chairman of the Board

LYNDA PULLON RADKE,                                    2,100              38,000              0.65%
   Senior Vice President and
   Chief Financial Officer

RICHARD M. SANBORN,                                      995              11,500               .20%
   Director and President
   of Palomar

JAMES R. SIMS, JR.,                                   29,141              14,414              0.71%
   Director

LLEWELLYN STONE                                       79,084              20,000              1.62%
   Director, President and Chief
   Executive Officer

ALL DIRECTORS AND EXECUTIVE                        1,202,014             139,796             21.48%
   OFFICERS AS A GROUP (12 in number)

PRINCIPAL SHAREHOLDER
---------------------

JOHN D. MARKEL,(5)                                   585,366                   -              9.58%
   Principal Shareholder
===================================================================================================
(1)  As used throughout this Proxy Statement, the term "executive officer" means
     the President and Chief Executive Officer and the Senior Vice President and
     Chief  Financial  Officer of the Company. The term "executive officer" also
     includes  the  President  and  Chief  Executive  Officer of Palomar and the
     President  of  Goleta  National  Bank. The Company's Chairman of the Board,
     Vice  Chairmen  of  the Board, and Secretary are not deemed to be executive
     officers  of  the  Company.
(2)  Includes  shares beneficially owned, directly and indirectly, together with
     associates,  except  for  shares  subject  to  vested  stock  options  and
     outstanding  warrants.  Also includes shares held as trustee and held by or
     as  custodian

(Footnotes  continued  on  the  next  page)
(Footnotes  continued)


                                        7

     for  minor  children.  Unless  otherwise  noted,  all  shares  are  held as
     community  property under California law or with sole investment and voting
     power.
(3)  Shares subject to options held by directors or executive officers that were
     exercisable  within 60 days after the Record Date ("vested") are treated as
     issued  and  outstanding  for  the  purpose of computing the percent of the
     class  owned  by  such  person,  but  not  for the purpose of computing the
     percent  of  class  owned  by  any  other  person.
(4)  Mr.  Peeples'  business  address  is c/o Community West Bancshares 445 Pine
     Avenue  Goleta,  CA  93117.
(5)  Mr.  Markel's  business  address  is c/o Community West Bancshares 445 Pine
     Avenue  Goleta,  CA  93117.



                 PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

                                   PROPOSAL  1.
                              ELECTION OF DIRECTORS

     Article  3.2 of the Company's Bylaws provides that the authorized number of
directors  shall  not  be  less than six (6) nor more than eleven (11), with the
exact number of directors fixed from time to time by resolution of a majority of
the  full Board of Directors or by resolution of the shareholders. The number of
directors  has  been  fixed  at eleven (11) by action of the Board of Directors.

     The  eleven  nominees named below, all of whom are currently members of the
Company's  Board of Directors, will be nominated for re-election as directors to
serve  until  the 2002 Annual Meeting of Shareholders and until their successors
are  elected  and have qualified.  Votes will be cast in such a way as to effect
the election of all eleven (11) nominees, or as many thereof as possible. In the
event  that  any  of the nominees should be unable to serve as a director, it is
intended  that  the  Proxy  will  be  voted  for the election of such substitute
nominees,  if  any, as shall be designated by the Board of Directors.  The Board
of Directors has no reason to believe that any of the nominees will be unable or
unwilling  to  serve.  Additional nominations can only be made by complying with
the notice provision set forth in the Bylaws of the Company, an extract of which
is  included  in  the Notice of Annual Meeting of Shareholders accompanying this
Proxy  Statement.  This  Bylaw  provision  is  designed  to  give  the  Board of
Directors  advance  notice  of  competing  nominations,  if  any,  and  the
qualifications  of  nominees,  and may have the effect of precluding third-party
nominations  if  the  notice  provisions  are  not  followed.

     None  of  the  directors or executive officers of the Company were selected
pursuant  to any arrangement or understanding, other than with the directors and
executive  officers of the Company, acting within their capacities as such.  The
Company  knows  of  no  family relationships between the directors and executive
officers  of  the  Company, nor do any of the directors or executive officers of
the  Company  serve  as  directors  of  any  other  company which has a class of
securities  registered  under,  or  which  is  subject to the periodic reporting
requirements  of,  the Securities Exchange Act of 1934 or any investment company
registered  under  the  Investment  Company  Act  of  1940.


                                        8

The following table sets forth, as of the Record Date, the names of the nominees
and  certain  information concerning the persons to be nominated by the Board of
Directors  for  re-election  as  directors  of  the  Company:




                                                                          YEAR FIRST
                                                                          ELECTED OR
                                      BUSINESS EXPERIENCE                 APPOINTED    YEAR FIRST ELECTED
                                      DURING THE PAST                     DIRECTOR OF  OR APPOINTED DIRECTOR OF
NAME AND TITLE                  AGE   FIVE YEARS                          THE COMPANY  GOLETA OR PALOMAR
------------------------------  ---  -----------------------------------  -----------  ------------------------
                                                                           
MICHAEL A. ALEXANDER,            70  Chairman of Utilicom Corp. since            1997                      1989
  Chairman of the Board              1994. (Electronics)
MOUNIR R. ASHAMALLA,             63  Oral-Maxillo-Facial Surgeon                 1997                      1989
  Director
ROBERT H. BARTLEIN,              53  President of Bartlein Group, Inc.           1997                      1989
  Director                           and Bartlein & Company, Inc.
                                     (Real estate management)
JEAN W. BLOIS,                   73  Independent consultant                      1997                      1989
  Director
JOHN D. ILLGEN,                  56  President and Chairman of Illgen            1997                      1989
  Director                           Simulation Technologies, Inc.
                                     (Computer software simulations)
LYNDA NAHRA,                     50  President of Goleta National Bank,          2001                      2000
  Director(1)                        Regional President Goleta National
                                     Bank, COO Goleta National Bank
                                     (1997-Present), Vice President
                                     Business Sales Manager,
                                     WestAmerica Bank (1996-1997),
                                     Vice President, Team Leader, First
                                     Interstate Bank, Private Banking
                                     Services (1995-1996)
MICHEL NELLIS,                   54  Partner, Nellis Associates.                 1997                      1989
  Secretary and Director             (Financial Services)
WILLIAM R. PEEPLES,              58  Private investor                            1997                      1989
  Vice Chairman of the
    Board
RICHARD M. SANBORN,              38  President and Chief Executive               2000                      2000
  Director(1)                        Officer, Palomar Community Bank
                                     (1999-Present),Vice President,
                                     Regional Director, Home Savings
                                     (1999 - 1997), Senior Vice
                                     President Domestic Lending, Bank
                                     of Southern California (1995 -
                                     1997)
JAMES R. SIMS, JR.,              65  Realtor                                     1997                      1989
  Director
LLEWELLYN W. STONE,              58  President and Chief Executive               1997                      1989
  Director, President and            Officer
  Chief Executive Officer (1)

_____________________________
(1)     This person is an executive officer of the Company.



                                        9

EXECUTIVE  OFFICER  AND  SIGNIFICANT  EMPLOYEE
----------------------------------------------

The  following  table  sets  forth  the  names and certain information as of the
Record  Date,  concerning  the  other  executive  officer  of  the Company and a
significant employee of Goleta except Ms. Nahra, Mr. Sanborn, and Mr. Stone, who
are  directors  of  the  Company  and  included  in  the  table set forth above:



                                      TITLE WITH                   BUSINESS EXPERIENCE         TERM OF
                       TITLE WITH     GOLETA  OR                  DURING THE PAST FIVE       OFFICE WITH
NAME                   THE COMPANY    PALOMAR            AGE              YEARS              THE COMPANY
-------------------  ---------------  -----------------  ---  -----------------------------  -----------
                                                                              
LYNDA  PULLON RADKE  Senior Vice      Senior Vice         31  Senior Vice President and      Since 1999
                     President and    President and           Chief Financial Officer, the
                     Chief Financial  Chief Financial         Company (1999 - Present);
                     Officer          Officer, Goleta         Senior Vice President and
                                                              Chief Financial Officer,
                                                              Goleta (1997 - Present);
                                                              Vice President and
                                                              Controller, Goleta (1996 -
                                                              1997)

MICHEAL S. RICE      N/A              Senior Vice         39  Senior Vice President/SBA      Since 1998
                                      President and           Regional Manager, Goleta
                                      SBA Regional            (1998-Present); Vice
                                      Manager for the         President,  Sales and
                                      Western Region          Marketing, The Associates
                                      of SBA, Goleta          (1996-1998)


              CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS

MEETINGS  AND  COMMITTEES
-------------------------

     The Board of Directors of the Company met 13 times (12 regular meetings and
one  special  meeting)  during  the  year  ended  December 31, 2000, and had the
following standing committees which met during the year: the Audit Committee and
the  Compensation  Committee.  The Company does not have a nominating committee.
In addition, the Company's directors served on the Boards of Directors of Goleta
and/or  Palomar,  including  the  various  committees  established  by  those
subsidiaries.  During  2000, none of the Company's  directors attended less than
75%  of  the  Company's board  meetings and meetings of committees on which they
served.

     The  Audit  Committee,  which  is currently composed of four members of the
Board  of  Directors; Messrs. Alexander, Peeples, and Sims and Ms. Nellis.  This
Committee  is  responsible  for  review of all internal and external examination
reports  and  selection  of  the  Company's  independent accountants.  The Audit
Committee  met  four  times  during  2000.

     The  Compensation Committee, which is currently composed of four members of
the  Board  of  Directors; Messrs. Alexander, Illgen, and Peeples and Ms. Blois.
The  Committee  is  responsible  for  deciding  executive  compensation.  The
Compensation  Committee  met  once  in  2000.


                                       10

DIRECTORS'  COMPENSATION
------------------------

In  2000,  the  Company's directors except for Messrs. Sanborn and Stone and Ms.
Nahra,  were  paid  for attendance at Company Board meetings at the rate of $500
for  each regular Board meeting (with the Chairmen receiving $750); and, for all
directors  except  Messrs.  Sanborn  and  Stone  and  Ms.  Nahra,  $150 for each
committee  meeting.

AUDIT  COMMITTEE  REPORT
------------------------

     The  role of the Audit Committee is to assist the Board of Directors in its
oversight of the Company's financial reporting process.  The Board of Directors,
in  its  business  judgement,  has  determined  that  all  members  of the Audit
Committee  are  "independent" as required by applicable listing standards of the
National  Association  of  Securities  Dealers.  The  Audit  Committee  operates
pursuant  to  a Charter that was last amended and restated by the Board on April
5,  2000,  a  copy  of  which  is attached to this Proxy Statement as Exhibit A.

     As  set  forth in the Charter, management of the Company is responsible for
the  preparation,  presentation  and  integrity  of  the  Company's  financial
statements,  the  Company's  accounting  and  financial reporting principles and
internal  controls  and procedures designed to assure compliance with accounting
standards  and  applicable  laws  and regulations.  The independent auditors are
responsible  for  auditing  the Company's financial statements and expressing an
opinion  as  to  their conformity with generally accepted accounting principles.
It  is  the  Audit  Committee's  responsibility  to  monitor  and  oversee these
processes  on  behalf  of  the  Board  of  Directors.

     In  the  performance  of  its  oversight  function, the Audit Committee has
considered  and  discussed  the audited financial statements with management and
the  independent  auditors.   The  Audit  Committee also  has discussed with the
independent public accountants the matters required to be discussed by Statement
on  Auditing Standards No. 61, Communication with Audit Committees, as currently
in  effect.  Finally,  the  Audit Committee has received the written disclosures
and  the letter from the independent public accountants required by Independence
Standards  Board  No.  1,  Independence  Discussions  with  Audit Committees, as
currently  in  effect, and written confirmations from management with respect to
internal  audit  services  provided  by  the  auditors.  The Audit Committee has
considered  whether  other non-audit services provided by the independent public
accountants  to  the  Company  is  compatible  with  maintaining  the  auditor's
independence  and  has  discussed  with the auditors the auditors' independence.

     The  members  of  the Audit Committee are not professionally engaged in the
practice  of  auditing  or  accounting and some of the members are not financial
experts in the fields of accounting or auditing, including in respect to auditor
independence. Members of the Audit Committee rely on the information provided to
them  without  independent  verification  and  on  the  representations  made by
management  and  the  independent  public  accountants.  Accordingly,  the Audit
Committee's  oversight  does  not provide an independent basis to determine that
management  has  maintained  appropriate  accounting  and  financial  reporting
principles  or  appropriate  internal controls and procedures designed to assure
compliance  with  accounting  standards  and  applicable  laws  and regulations.
Furthermore,  the  Audit  Committee's considerations and discussions referred to
above  do  not  assure that the audit of the Company's financial statements have
been  carried out in accordance with generally accepted auditing standards, that
the  financial  statements  are  presented in accordance with generally accepted
accounting principles, or that the Company's auditors are in fact "independent".


                                       11

     Based  on the reports and discussions described in this report, and subject
to  the  limitations  on  the  role  and responsibilities of the Audit Committee
referred  to  above  and  in the Charter, the Audit Committee recommended to the
Board  that the audited financial statements be included in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  December 31, 2000, filed with the
Securities  and  Exchange Commission.  By recommending to the Board of Directors
that the audited financial statements be so included, the Audit Committee is not
opining  on  the  accuracy,  completeness  or  presentation  of  the information
contained  in  the  Company's  audited  financial  statements.

                        SUBMITTED BY THE AUDIT COMMITTEE
                       OF THE COMPANY'S BOARD OF DIRECTORS

Dated:  February  22,  2001

Michael A. Alexander   Michel Nellis   William R. Peeples    James R. Sims, Jr.

                                   PROPOSAL 2.
             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     The  accounting  firm  of Arthur Andersen, LLP was engaged as the Company's
independent  public  accountants  on  May  15,  2000 and served as the Company's
independent  public  accountants  for  the  year  ended  December  31, 2000.  In
addition  to  independent  auditing  services  Andersen  has  rendered  certain
non-audit  services at the Company's request.  All services rendered by Andersen
were  approved by the Audit Committee of the Company who considered the possible
effect  of  each  such  service  on  Andersen's  independence.

   The  Board  of  Directors,  upon  recommendation  of its Audit Committee, has
recommended to  continue  the services of this firm for the current fiscal year,
ending  December  31,  2001,  subject to ratification of such appointment by the
shareholders.  Such  services  will  include  the  examination  of the financial
statements  of  the  Company  for  the fiscal year ending on such date and other
appropriate  accounting  services.  A member of Andersen will attend the Meeting
and  will have the opportunity to make a statement if desired.  Such member will
also  be  available  to  respond  to  questions  of  the  shareholders.

AUDIT  FEES
-----------

     The  aggregate  fees  billed by Andersen for professional services rendered
for  the  audit of the Company's annual financial statements for the fiscal year
ended  December 31, 2000 and for the review of the financial statements included
in  the  Company's  Quarterly  Reports  on  Form  10-Q for that fiscal year were
$241,616,  inclusive  of  costs associated with auditing the Company's financial
statements  for  the  years  ended  December  31,  1999  and  1998.

FINANCIAL  INFORMATION  SYSTEMS  DESIGN  AND  IMPLEMENTATION  FEES
------------------------------------------------------------------

     There  were  no  fees  paid  to  Andersen for financial information systems
designs  and  implementation.


                                       12

ALL  OTHER  FEES
----------------

     The  aggregate  fees  billed  for  all  other services rendered by Andersen
amounted  to  $86,635.

DISMISSAL  OF  INDEPENDENT  ACCOUNTANTS
---------------------------------------

     Effective  May  12,  2000,  the  Company's  Audit Committee of the Board of
Directors  did  not  reappoint  the  Company's  former  independent accountants,
Deloitte  and  Touche,  LLP  ("Deloitte").

     Reports  issued  by  Deloitte during the last two years did not contain any
adverse  opinion  or a disclaimer of opinion, and were not qualified or modified
as  to uncertainty, audit scope or accounting principles, except that Deloitte's
report  on  its  audit  of the Company's financial statements for the year ended
December  31,  1999,  included  an  emphasis  of matter paragraph relating to an
agreement  with  the  regulators.

     During  the  fiscal  years  ended December 31, 1999 and 1998, there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial  statement  disclosures,  or  auditing  scope  or  procedures  which
disagreements if not resolved to the satisfaction of Deloitte, would have caused
them  to make reference to the subject matter of the disagreements in connection
with  its  reports,  except  that,  subsequent  to the issuance of the Company's
fiscal  year  1998  financial  statements,  which  had been audited by Deloitte,
information  came to the attention of the Company's management that caused it to
conclude  that  those financial statements were (as was subsequently reported in
the  Company's  form  10-K),  materially  erroneous.  The information caused the
Company  to disagree with the audited accounting treatment of certain matters in
its previously issued fiscal year 1998 financial statements. The Company's Audit
Committee discussed the subject matter of these disagreements before authorizing
the  restated  fiscal  year  1998 financial statements. Accordingly, the Company
restated  its  1998  financial  statements.

     In the subsequent interim period through the date of their dismissal, there
were  no  disagreements  with Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures which
disagreements,  if  not  resolved  to  the  satisfaction of Deloitte, would have
caused it to make reference to the subject matter in connection with its report.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION
----------------------------------------------------------------

     The  Compensation Committee (the "Committee") is made up of four directors,
Messrs.  Alexander, Illgen, and Peeples, and Ms. Blois, none of whom serve as an
officer  of  the Company or of its subsidiaries. None of the Company's executive
officers served on the board of directors compensation committee, or equivalent,
of  another  entity.

COMPENSATION  COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION
------------------------------------------------------------

     The  Committee  was  responsible  for reviewing and approving the Company's
overall  compensation  and  benefit  programs,  and  for  administering  the
compensation  of  the  Company's  executive  and  senior  officers.

     The  Committee's  functions  and  objectives  are:  (i)  to  determine  the
competitiveness  of  current  base  salary,  annual  incentives  and  long-term
incentive  relative  to  specific competitive markets for the President; (ii) to
develop  a  performance  review  mechanism that has written objectives and goals
which  are  used  to  make  salary  increase determinations; (iii) to develop an
annual incentive plan for senior management; and (iv) to provide guidance to the
Board  of Directors in their role in establishing objectives regarding executive
compensation. The Committee's overall compensation philosophy is as follows: (i)


                                       13

to  attract  and  retain quality talent which is critical to both short-term and
long-term  success;  (ii)  to reinforce strategic performance objectives through
the  use  of  incentive  compensation  programs;  (iii) to create a mutuality of
interest  between  executive  and  senior  officers  and  shareholders  through
compensation  structures  that  share  the  rewards  and  risks  of  strategic
decision-making;  and (iv) to encourage executives to achieve substantial levels
of  ownership  of  stock  in  the  Company.

     The compensation package offered to executive officers consists of a mix of
salary,  incentive  bonus  awards,  and  stock option awards as well as benefits
under  employee  benefit  plans.  Salary levels recommended by the Committee are
intended  to  be  consistent  and  competitive  with the practices of comparable
financial  institutions  and  each  executive's  level  of  responsibility.  The
Committee  generally  utilizes  internal and/or external surveys of compensation
paid to executive officers performing similar duties for depository institutions
and  their  holding  companies.

     In  establishing  executive  compensation  for the President, the Committee
considered  the overall financial condition of the Company, profitability, asset
quality  and  compliance  with  rules  and  regulations.  Excluded  from  the
Committee's  consideration  of  incentive  bonuses  would  be income or expenses
resulting from extraordinary or non-recurring events, regulatory changes, merger
or  acquisition  activity,  or  the  imposition of changes in generally accepted
accounting  principles.

     When  determining  Mr.  Stone's  bonus compensation for 2000, the Committee
noted  the  overall  financial  condition  of  the Company at December 31, 2000.
Finally,  the  Committee reviewed Mr. Stone's total compensation in light of the
above-referenced  peer  surveys.

     The  Committee  believes  that  the  Company's  compensation  program  and
compensation  levels  are  effective  in  attracting,  motivating  and retaining
outstanding  executive and senior officers and that they are consistent with the
Company's  immediate  and  long-term  goals.

                             COMPENSATION COMMITTEE


Dated:  November  6,  2000


Michael A. Alexander     Jean W. Blois     John D. Illgen     William R. Peeples


                                       14

EXECUTIVE  COMPENSATION
-----------------------

     The following table sets forth, for years ended December 31, 2000, 1999 and
1998,  the  cash  compensation  paid  by the Company and Subsidiaries as well as
certain  other compensation paid for those years, to the Chief Executive Officer
and  the  other  three most highly compensated executive officers at the Company
(the  "Named  Executive  Officers").

                                                  LONG-TERM  COMPENSATION
                                                  AWARDS
                                                  ------
          ANNUAL  COMPENSATION
          --------------------
NAME AND POSITION                                 SECURITIES  UNDERLYING
IN GOLETA OR PALOMAR     YEAR   SALARY    BONUS   OPTIONS(1)
-----------------------  ----  --------  -------  ----------

LYNDA NAHRA,             2000  $101,458  $23,577       7,500
  President/Chief        1999  $103,227  $     -           -
  Executive Officer      1998  $ 91,260  $ 5,000           -
    Goleta National
    Bank
LYNDA PULLON RADKE,      2000  $110,000  $25,000      19,000
  Senior Vice            1999  $ 86,408  $     -           -
  President              1998  $ 74,873  $ 7,500       4,000
  and Chief Financial
  Officer
RICK SANBORN,            2000  $123,700  $15,000       4,000
  President  and         1999  $120,000  $20,000       7,500
  Chief Executive        1998         -        -           -
  Officer, Palomar
LLEWELLYN W. STONE,      2000  $175,000  $60,000           -
  President and Chief    1999  $175,000  $     -           -
  Executive Officer      1998  $176,373  $60,000           -
_____________________________

(1)  All  share  figures  have been adjusted for the Company's two-for-one stock
     split  in  1998.

STOCK  OPTIONS
--------------

     In  connection  with  the  bank holding company reorganization, the Company
adopted  the Community West Bancshares 1997 Stock Option Plan  (the "1997 Plan")
providing  for  the  issuance  of up to 924,398(1) shares. As of the Record Date
337,731  options  had  been  exercised  and  options  for  392,196  shares  were
outstanding,  leaving  194,471  shares  available  for  future  grants.


                                       15

     Under  the  terms  of  the  1997  Plan, full time salaried employees may be
granted  either  nonqualified  or  incentive stock options, and directors of the
Company  may  only be granted nonqualified options.  Options may be granted at a
price of not less than 100% of the fair market value of the stock on the date of
grant.  Options  are exercisable in such increments, which need not be equal, as
may  be determined by the Board of Directors provided, however, that the options
granted  shall  vest  and  become exercisable at a rate of at least 20% annually
over  five  years  from  the  date  of  grant.  The optionee is not obligated to
exercise any portion of an option granted under the 1997 Plan in the period that
any  portion becomes exercisable.  Rather, the optionee's right to exercise such
portion  shall  continue  until the option expires.  All options expire no later
than ten years from the date of grant.  Options are granted at the discretion of
the  Company's  Board  of  Directors.


                                       16

The  following  table  sets  forth  certain  information regarding stock options
granted  by  the  Company  to  the  "named"  executive  officers  during  2000:



                    OPTIONS    GRANTED  TO                         PRICE  APPRECIATION
                   GRANTED IN  EMPLOYEES     EXERCISE  EXPIRATION  FOR OPTION  TERM
NAME                  2000     DURING 2000    PRICE      DATE         5%         10%
------------------  ---------  -----------  ---------  ---------  ----------  ----------
                                                            

Lynda Nahra              4000         2.4%      $6.75   01/27/10    $16,980     $43,031
                         3500         2.1%      $5.25   09/28/10    $11,556     $29,285
Lynda Pullon Radke       4000         2.4%      $6.75   01/27/10    $16,980     $43,031
                        15000         8.0%      $5.63   06/22/10    $53,063    $134,472
Richard  Sanborn         4000         2.4%      $6.75   01/27/10    $16,980     $43,031
Llewellyn W. Stone          -           0%          -          -          -           -


     The  following table sets forth certain information regarding stock options
outstanding at December 31, 2000 for the "named" executive officers.  No options
were  exercised  by  the  following  individuals  during  2000.



                     OPTIONS  AT  DECEMBER 31,      IN THE MONEY OPTIONS
                               2000             AT  DECEMBER  31,  2000 (1)
                    --------------------------  ---------------------------
NAME                EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
------------------  -----------  -------------  ------------  -------------
                                                  

Lynda Nahra               4,800         10,700             -              -
Lynda Pullon Radke       13,400         24,600  $      4,425              -
Rick Sanborn              1,500         10,000             -              -
Llewellyn W. Stone       20,000              -             -              -


____________________

(1)     Assumes  a  market  value  of  $3.875  per  share  on December 31, 2000.


EMPLOYMENT  AND  OTHER  COMPENSATION  AGREEMENTS
------------------------------------------------

     Mr.  Stone  has  an  employment  agreement with the Company to serve as its
President  and Chief Executive Officer.  The agreement provides for Mr. Stone to
serve  for  a term of ten years beginning November 16, 1993.  Under the terms of
the  employment  agreement, Mr. Stone's base annual salary for 1999 and 2000 was
$175,000.  The  agreement  also  provides Mr. Stone with the use of a bank-owned
automobile,  vacation  of  five  weeks  per year, country club membership, group
medical  accident  and  health  disability and life, insurance benefits.  In the
event  Mr.  Stone is terminated by the Company without cause or in the event of:
(i)  a  merger or consolidation where the Company or Goleta is not the surviving
corporation;  (ii) a merger or consolidation or transfer of all or substantially
all  of  the  assets  of  the  Company  or  Goleta;  or (iii) certain changes in
ownership  of  the Company, the employment agreement is terminated and Mr. Stone
will  be  entitled  to  severance  pay  equal  to  six  months'  salary.


                                       17

     On  January  1, 1994, Goleta's Board of Directors entered into an Executive
Salary  Continuation  Agreement  with  Mr.  Stone.  The purpose of the Executive
Salary  Continuation  Agreement is to provide special incentive to Mr. Stone for
his  continuing  employment  with  Goleta  on  a long-term basis.  The Executive
Salary  Continuation  Agreement  provides  Mr.  Stone  with  salary continuation
benefits  of  up  to  $50,000  per  year  for 15 years after retirement.  Normal
retirement  in  the  Executive  Salary Continuation Agreement is age 61.  In the
event  of  death  prior  to retirement, Mr. Stone's beneficiary will receive the
full  salary  continuation  benefits.  In  the  event of disability, wherein Mr.
Stone  does  not  continue  employment with the Bank, Mr. Stone is entitled to a
total  yearly payment equal to $5,000 per year of service beginning with January
1,  1994,  up  to  a  total  yearly payment of $50,000.  If Mr. Stone terminates
employment  with  the  Bank for a reason other than death, disability, cause, or
voluntary  termination,  prior to the normal retirement age, he will be entitled
to  salary  continuation  benefits calculated as set forth above for disability,
except  no  salary  continuation  benefits  are  payable  in the event Mr. Stone
voluntarily  terminates  within  five  years of the date of the Executive Salary
Continuation  Agreement.  In the event of a transfer of controlling ownership or
sale of the Company or Goleta, Mr. Stone will become fully vested as to the full
amount  of  salary continuation benefits if termination of employment thereafter
occurs.  The  salary continuation program is funded through life insurance.  The
cash  surrender  value of the policies at December 31, 2000 was $781,128 and the
annual premiums were $10,602.  Earnings on the policy for 2000 were $30,717, and
the  expense  accrual  for the present value of benefits to be paid was $36,025.

PROFIT  SHARING  AND  401(K)  PLAN
----------------------------------

     Effective as of September 1, 1995, the Board of Directors of Goleta adopted
the  Goleta  National  Bank  401(k)  Plan (the "Plan").  The Plan is a qualified
profit  sharing  plan under section 401(a) of the Internal Revenue Code of 1986,
as  amended, with a 401(k) salary deferral feature.  In connection with the bank
holding  company  reorganization and acquisition of Palomar, the Company adopted
the  Plan.  Employees  of  the  Company,  Goleta  and  Palomar  are  eligible to
participate in the Plan if they were employed by Goleta on September 1, 1995, by
Palomar  on December 18, 1998, or after three months of consecutive service with
the  Company,  Goleta or Palomar.  Employees can choose to make contributions of
their  salary  under  the Plan's 401(k) salary deferral feature, and the Company
may  make  contributions  under  the  profit sharing feature, subject to certain
limitations.  The  Company's  contributions  are  determined  by  the  Board  of
Directors.  Participating  employees  vest in the Company's contributions over a
five-year  period.  Benefits  from  the  Plan become available to employees upon
retirement,  or  in  the event of total disability.  If employment is terminated
prior  to normal retirement, the employee receives all voluntary salary deferral
contributions  made  and  the  vested  portion  of  the Company's profit sharing
contributions,  based  on  the  established  vesting  schedule.

     As  of  December  31,  2000,  278 employees were participating in the Plan.
During  2000,  the  Company  made  a  $164,125 profit sharing contribution.  The
401(k)  Plan  has been qualified by the Internal Revenue Service pursuant to the
Employee  Retirement  Income  Security  Act  of  1974.

STOCK  PERFORMANCE  GRAPH
-------------------------

     The following graph presents the cumulative, five-year total return for the
Company's  (and previously Goleta's) Common Stock compared with the NASDAQ Total
Return  Index,  a  broad  market  index  of stocks traded in the NASDAQ National
Market  and the SNL Securities Index of Banks over $500 million in total assets.


                                       18

                               [GRAPHIC  OMITED]




                             12/31/95  12/31/96  12/31/97  12/31/98  12/31/99  12/31/00
                             --------  --------  --------  --------  --------  --------
                                                             
CWBC                              100      310        420       426       322       175
NASDAQ -- Total US                100      174        213       300       542       238
SNL $500M - $1B Bank              100      166        270       265       246       177
Asset Size Index
SNL <$500M Bank Asset-Size        100      182        315       287
Index



     The  SNL  Index for Banks under $500 million was originally selected as the
most  representative  of  peer issuers.  However, by year-end 1999 the Company's
total  assets  exceeded  $500  million.  The  SNL  Index  for Banks between $500
million and $1 billion is now deemed most representative.  The graph assumes the
value  of  an investment in the Company's Common Stock, the NASDAQ Index and the
SNL  Bank  Index each was $100 on December 31, 1995, and that all dividends were
reinvested.


CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
--------------------------------------------------

     During 2000 there were no, and as of the date of this Proxy Statement there
are  no  existing or proposed  material transactions between the Company and any
of  the  Company's  executive officers, directors, or beneficial owners of 5% or
more of the Company's Common Stock, or the immediate family or associates of any
of  the  foregoing  persons,  except  as  indicated  below.

     Some of the directors and executive officers of the Company, as well as the
companies  with  which such directors and executive officers are associated, are
customers  of,  and  have had banking transactions with Goleta and/or Palomar in
the  ordinary course of the subsidiaries' businesses and the subsidiaries expect
to  have such ordinary banking transactions with such persons in the future.  In
the opinion of Management of the subsidiaries, all loans and commitments to lend
included  in  such  transactions were made in compliance with applicable laws on
substantially  the same terms, including interest rates and collateral, as those
prevailing  for  comparable  transactions  with  other  persons  of  similar
creditworthiness  and  did not involve more than a normal risk of collectibility
or  present  other  unfavorable features.  Although the subsidiaries do not have
any  limits  on  the aggregate amount they would be willing to lend to directors
and  officers as a group, loans to individual directors and officers must comply
with  their internal lending policies and statutory lending limits.  The maximum
aggregate amount of all such loans during 2000 was approximately $5,707,318.  At
December 31, 2000, there was approximately $5,407,595 outstanding in such loans,
representing  15%  of  the  Company's  shareholders'  equity.  There  were  no
outstanding  commitments  to  lend  to  the  Company's  directors  and executive
officers  at  December  31,  2000.


                                       19

     On  March 30, 2000, ePacific.com redeemed 1,800,000 of its 2,100,000 shares
held  by  the Company and repaid a loan from Goleta with a balance of $3,725,000
for  $4,500,000  in  cash.  The  Company  continues  to  hold  a 10% interest in
ePacific.com  but  is  no  longer  required  to  include  ePacific.com  in  its
consolidated  financial  statements.

     In  November  1999,  the Company obtained a $3,600,000 loan from William R.
Peeples,  a  director  of the Company, the proceeds of which were used to make a
capital  contribution  to Goleta.  Under the terms of the loan, interest accrued
at  the  rate  of 8.25%, with the principal and accrued interest due and payable
May  1,  2001.  On  March 30, 2001 the loan from shareholder was repaid from the
proceeds  of  a  loan  obtained  by  the  Company from Union Bank of California.

                             SHAREHOLDER  PROPOSALS

     The  deadline  for  shareholders  to  submit proposals to be considered for
inclusion  in  the  Proxy  Statement  for  the  Company's 2002 Annual Meeting of
Shareholders,  which  is  tentatively  scheduled  for  May 23, 2002, and must be
received  by  the  Company at its offices at 445 Pine Avenue, Goleta, California
93117,  no  later  than  December 22, 2001.  The proposals must also satisfy the
conditions established by the Securities and Exchange Commission (the "SEC") for
such  proposals in order to be included in the Company's Proxy Statement for the
2002  Annual  Meeting  of  Shareholders.

          SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  (as  defined  in  regulations  promulgated  by the SEC thereunder) and
directors,  and  persons  who  own more than ten percent of the Common Stock, to
file  reports  of  stock  ownership and changes in stock ownership with the SEC.
The  officers,  directors and greater than ten percent shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they  file.

     Based  solely  on  its  review  of  the  copies of all reports of ownership
furnished  to  the  Company,  or  written  representations  that  no  forms were
necessary,  the  Company believes that during the last year it complied with all
filing  requirements  applicable to its officers, directors and greater than ten
percent  beneficial  owners.


OTHER  MATTERS  WHICH  MAY  PROPERLY  COME  BEFORE  THE  MEETING

     The  SEC's rules permit the Proxy to confer discretionary authority to vote
on  any matter if the Company did not have notice of the matter at least 45 days
before  the  date  on which the Company first mailed its Proxy Materials for the
prior  year's  Annual  Meeting  of  Shareholders.  The  Company mailed its Proxy
Materials  for  the  2000  Annual  Meeting  on  April 21, 2000 and, accordingly,
discretionary  authority  is  conferred to the persons named in the accompanying
Proxy  to  vote  on  any  matter, notice of which is not received at least on or
before  March  7,  2001.

     The  Company's  Board  of  Directors  knows  of  no  business which will be
presented for consideration at the Meeting other than as stated in the Notice of
Annual  Meeting  of Shareholders. If however, other matters are properly brought
before the Meeting, it is the intention of the persons named in the accompanying
proxy  to vote the shares represented thereby on such matters in accordance with
their  best  judgement.


                                       20

     Whether  or  not  you intend to be present at the Meeting, you are urged to
return your proxy card promptly. If you are then present at the Meeting and wish
to  vote  your shares in person, your original proxy may be revoked by voting at
the  Meeting.  However, if you are a shareholder whose shares are not registered
in  your  own name, you will need the proxy card obtained from your recordholder
to  vote  personally  at  the  Meeting.

                                       COMMUNITY  WEST  BANCSHARES


Dated:  April  27,  2001               Michel  Nellis,  Secretary


                                       21

                                      PROXY
                            COMMUNITY WEST BANCSHARES
                         ANNUAL MEETING OF SHAREHOLDERS

                                  MAY 24, 2001
                             6:00 P.M. PACIFIC TIME

     The  undersigned  shareholder  of Community West Bancshares (the "Company")
hereby  nominates,  constitutes  and  appoints  Michel  Nellis,  and  Robert  H.
Bartlein,  each  of  them  as the attorney, agent, and proxy of the undersigned,
with  full  powers  of  substitution, to vote all stock of the Company which the
undersigned  is  entitled  to  vote at the Annual Meeting of Shareholders of the
Company  to  be  held  at  the  Holiday Inn, 5650 Calle Real, Goleta, California
93117,  on  Thursday, May 24, 2001, at 6:00 p.m. and at any and all adjournments
thereof, as fully and with the same force and effect as the undersigned might or
could  do  if  personally  present  thereat,  as  follows:

     1.   ELECTION  OF  DIRECTORS.  Authority  to elect the eleven persons named
          ------------------------
          below  and  in  the Proxy Statement dated April 27, 2001, accompanying
          the  Notice of said Meeting, to serve until the 2002 Annual Meeting of
          Shareholders  and  until  their  successors  are  elected  and  have
          qualified:


          Michael  A.  Alexander   Michel  Nellis

          Mounir  R.  Ashamalla    William  R.  Peeples

          Robert  H.  Bartlein     Richard  Sanborn

          Jean  W.  Blois          James  R.  Sims,  Jr.

          John  D.  Illgen         Llewellyn  W.  Stone

          Lynda  Nahra

          AUTHORITY  GIVEN   [   ]             AUTHORITY  WITHHELD  [   ]

          IF YOU WISH TO VOTE FOR SOME, BUT NOT ALL OF THE NOMINEES NAMED ABOVE,
          YOU  SHOULD ENTER THE NAME (S) OF THE NOMINEE (S) WITH RESPECT TO WHOM
          YOU  DO  NOT  WISH  TO  VOTE  FOR  IN  THE  SPACE  PROVIDED  BELOW:

     2.   RATIFICATION  OF  INDEPENDENT  ACCOUNTANTS. The ratification of Arthur
          -------------------------------------------
          Andersen,  LLP  as  the  Company's  independent  accountants for 2001.

          FOR   [   ]                AGAINST  [   ]             ABSTAIN   [   ]

     3.   OTHER  BUSINESS.  To  transact  such  other  business  as may properly
          ----------------
          come  before  the Meeting and any adjournment or adjournments thereof.


                      PLEASE SIGN AND DATE THE OTHER SIDE



                           PLEASE SIGN AND DATE BELOW


     THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1
AND  "FOR"  ON  PROPOSAL  2.  THE  PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN
ACCORDANCE  WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS, UNLESS A CONTRARY
INSTRUCTION  IS  INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE
WITH  SUCH  INSTRUCTION.  THIS  PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE ON
ANY  OTHER MATTER, IF ANY, PRESENTED AT THE MEETING, NOTICE OF WHICH IS RECEIVED
BY  THE  COMPANY  AFTER  MARCH 7, 2001.  THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH  THE  RECOMMENDATIONS  OF THE BOARD OF DIRECTORS WITH RESPECT TO SUCH OTHER
MATTERS.


                                               Dated:____________,  2001
     _________________________________
     (Number  of  Shares)


     _________________________________
     (Please  Print  Your  Name)               (Signature  of  Shareholder)


     _________________________________
     (Please  Print  Your  Name)               (Signature  of  Shareholder)


          (Please  date this Proxy and sign your name as it appears on the stock
certificates.  Executors, administrators, trustees, etc., should give their full
titles.  All  joint  owners  should  sign.)

     I  do  [   ]     do  not  [   ]     expect  to  attend  the  Meeting.

     THIS  PROXY  IS  SOLICITED  ON BEHALF OF THE BOARD OF DIRECTORS, AND MAY BE
REVOKED  BY  THE  SHAREHOLDER DELIVERING IT PRIOR TO ITS EXERCISE BY FILING WITH
THE  CORPORATE  SECRETARY  OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A
DULY EXECUTED PROXY BEARING A LATER DATE OR BY APPEARING AND VOTING IN PERSON AT
THE  MEETING.



Exhibit  A

                            COMMUNITY WEST BANCSHARES
                             AUDIT COMMITTEE CHARTER

The  audit  committee  is  a  committee  of  the board of directors. Its primary
function  is to assist the board in fulfilling its oversight responsibilities by
reviewing  the  financial information which will be provided to the shareholders
and  others,  the systems of internal controls which management and the board of
directors  have  established,  and  the  audit  process.

In  meeting  its  responsibilities,  the  audit  committee  is  expected  to:

1.   Provide  an open avenue of communication between the internal auditors, the
     independent  accountant,  and  the  board  of  directors.

2.   Review  and  update  the  committee's  charter  annually.


3.   Recommend  to  the  board  of  directors  the independent accountants to be
     nominated,  approve  the  compensation  of  the independent accountant, and
     review  and  approve  the  discharge  of  the  independent  accountants.

4.   Review  and concur the appointment, replacement, reassignment, or dismissal
     of  the  internal  audit  function.


5.   Confirm  and  assure  the  independence  of  the  internal  auditor and the
     independent  accountant,  including  a  review  of  management  consulting
     services  and  related  fees  provided  by the independent accountant. This
     includes  insuring that the independent accountants submit a formal written
     statement  regarding relationships and services that may effect objectivity
     and  independence.

6.   Inquire  of  management  and  the  independent accountant about significant
     risks  or  exposures  and assess the steps management has taken to minimize
     such  risks  to  the  company.


7.   Consider,  in  consultation with the independent accountant and management,
     the  audit  scope  and  plan  of  the internal auditors and the independent
     accountant.

8.   Consider  with  management and the independent accountant the rationale for
     employing  audit  firms  other  than  the principal independent accountant.


9.   Review  with  management and the independent accountant the coordination of
     audit  effort  to  assure  completeness of coverage, reduction of redundant
     efforts,  and  the  effective  use  of  audit  resources.



10.  Consider  and  review  with  the  independent  accountant  and  management:
     (a)  The adequacy of the company's internal controls including computerized
          information  system  controls  and  security.
     (b)  Any  related  significant  findings  and  recommendations  of  the
          independent  accountant  and  internal  auditing  together  with
          management's  responses  thereto.

11.  Review  with management and the independent accountant at the completion of
     the  annual  examination:
     (a)  The  company's  annual  financial  statements  and  related footnotes.
     (b)  The independent accountant's audit of the financial statements and his
          or  her  report  thereon.
     (c)  Any significant changes required in the independent accountant's audit
          plan.
     (d)  Any  serious  difficulties  or  disputes  with  management encountered
          during  the  course  of  the  audit.
     (e)  Other  matters  related  to  the conduct of the audit, which are to be
          communicated  to  the  committee  under  generally  accepted  auditing
          standards.

12.  Consider  and  review  with  management:
     (a)  Significant  findings  during  the  year  and  management's  responses
          thereto.
     (b)  Any  difficulties encountered in the course of their audits, including
          any  restrictions  on  the  scope  of their work or access to required
          information.
     (c)  Any  changes  required  in  the  planned  scope  of  their audit plan.
     (d)  The  internal  auditing  department  budget  and  staffing
     (e)  The  internal  auditing  department  charter.
     (f)  Internal  auditing's  compliance  with  The  Institute  of  Internal
          Auditor's Standards for the Professional Practice of Internal Auditing
          (Standards).

13.  Review  filings  with  the SEC and other published documents containing the
     company's  financial  statements  and  considers  whether  the  information
     contained  in  these documents is consistent with the information contained
     in  the  financial  statements.