8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  F O R M 8 - K



                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) DECEMBER 7, 2001



                      CALIFORNIA COMMUNITY BANCSHARES, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                         333-87481              94-3339505
- -------------------------------- ---------------------- -----------------------
(State or other jurisdiction of       (Commission            (IRS Employer
       incorporation)                 File Number)         Identification No.)

649 Lincoln Way, Auburn, California                               95603
- -------------------------------------------------------------------------------
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code   (714) 221-5353


                                       N/A
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)






Item 5. OTHER EVENTS.

(a)  NOTICE OF APPROVAL OF MERGER. On December 7, 2001, California Community
     Bancshares, Inc. caused Notices of Approval of Merger to be mailed to all
     stockholders announcing the approval of a merger of California Community
     Bancshares, Inc. with its 94% stockholder, CCB Newco. A copy of the Notice
     of Approval of Merger is attached to this Current Report as Exhibit 99.1
     and incorporated into this report by reference.


Exhibit 99.1 Notice of Approval of Merger of CCB Newco with and into California
Community Bancshares, Inc.






                                   SIGNATURES




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





Date: December 12, 2001             CALIFORNIA COMMUNITY BANCSHARES, INC.



                                    /s/ DAVID E. HOOSTON
                                    -------------------------------------------
                                    David E. Hooston, Chief Financial Officer
                                    (Principal Accounting Officer and
                                    Principal Financial Officer)

EX-99.1

                                  EXHIBIT 99.1

Notice of Approval of Merger of CCB Newco with and into California Community
Bancshares, Inc.









                      California Community Bancshares, Inc.
                                 649 Lincoln Way
                                Auburn, CA 95603

                                December 7, 2001

                          NOTICE OF APPROVAL OF MERGER
                                       OF
                                    CCB NEWCO
                   INTO CALIFORNIA COMMUNITY BANCSHARES, INC.


To the Former Holders of Common Stock
of California Community Bancshares, Inc.

     We are pleased to announce that the merger of California Community
Bancshares, Inc. ("CCB") was approved by the majority stockholder on November
30, 2001 (the "Merger").

     As a result of the merger, each share of CCB common stock outstanding prior
to the November 26, 2001 record date for the Merger ("CCB Common Stock"), and
held of record by a stockholder other than the majority stockholder of CCB, has
been converted into the right to receive, upon surrender of the certificate
representing such share, a payment in cash or the cash equivalent of $4.50
without interest thereon. You are now entitled to surrender your CCB Common
Stock certificate(s) in exchange for this payment.

     Enclosed please find a Letter of Transmittal which must be used in
forwarding your CCB Common Stock certificates to Wells Fargo Shareowner
Services, the payment agent, for payment to you of the amount described above.
Please complete the Letter of Transmittal and deliver or mail the Letter of
Transmittal and your stock certificate(s) to the Payment Agent, at the address
shown on the Letter of Transmittal. If you forward these materials by mail, we
recommend using registered mail, properly insured, because the risk of loss in
transit is yours.

     If you do not wish to dissent, you may disregard this Notice, and forward
the completed Letter of Transmittal and your CCB stock certificate(s) to the
Payment Agent at the address shown on the Letter of Transmittal. Questions and
requests for assistance in connection with the surrender of shares of CCB Common
Stock may be directed to the Payment Agent at (877) 536-3552.

     However, since your shares were not voted, you have the option of becoming
a "dissenting shareholder" and being paid in cash the fair market value of your
shares of CCB Common Stock upon consummation of the Merger. If you elect to
dissent, $3.75 per share is the price you will receive, as the Board of
Directors of CCB has determined $3.75 per share to represent the fair market





value of the CCB Common Stock for purposes of dissenters' rights. As required by
Chapter 13 of the California Corporation Law ("Chapter 13"), this price per
share was determined as of December 6, 2001, the day before this Notice was
mailed to you.

     Stockholders of CCB who wish to become dissenting shareholders must follow
the procedures set forth in Sections 1300-1304 of Chapter 13, a copy of which is
attached to this Notice and incorporated by reference and summarized below.

     IMPORTANT DETAILS CONCERNING THE PROCEDURES TO BE FOLLOWED IN ORDER TO BE
     CONSIDERED A "DISSENTING SHAREHOLDER" ARE SET FORTH BELOW; FAILURE TO TAKE
     THESE ACTIONS TIMELY AND PROPERLY WILL RESULT IN THE LOSS OF DISSENTERS'
     RIGHTS OF APPRAISAL.

1.   You must make a written demand for purchase of your shares in cash. The
     demand should be mailed or delivered to:

                           California Community Bancshares, Inc.
                           1101 East Orangewood Avenue
                           Anaheim, California 92806
                           Attention:  Kimberly Drewniak, Secretary

2.   The written demand MUST be received by CCB no later than January 6, 2002
     (thirty (30) days after the date of mailing of this Notice). The written
     demand must include the number of shares that you hold of record that you
     demand that CCB purchase and a statement of the price which you claim is
     the fair market value of your shares of CCB Common Stock as of December 6,
     2001.

3.   You must also deliver the certificate(s) for your shares of CCB Common
     Stock to CCB within the same thirty (30) day period, in order that such
     certificate(s) may be stamped as representing dissenting shares and then
     returned to you. Any transfer of your shares prior to their being submitted
     for such endorsement will invalidate their status as dissenting shares.

4.   If you agree with CCB that $3.75 represents the fair market value per share
     of CCB Common Stock as of December 6, 2001, and if you follow the required
     procedures as a dissenter, you will be entitled, assuming the Merger is
     consummated, to receive cash for your shares in the amount of $3.75 per
     share, with interest at the legal rate on judgments from the date of your
     agreement with CCB as to such price. However, if the payment cannot be made
     due to the provisions set forth in the Delaware General Corporation Law
     dealing with restrictions on a corporation's ability to distribute funds or
     assets to a shareholder, then those shareholders holding dissenting shares
     will become creditors of CCB and their claims will be payable as soon as
     permissible under those




     provisions. No payments for dissenting shares will be made unless and until
     the Merger is consummated.

5.   If you have made a demand for the purchase of your shares as described
     above, and if CCB denies that your shares are entitled to be purchased as
     dissenting shares or you do not agree with CCB as to the fair market value
     per share as of December 6, 2001, you may file a complaint in a Superior
     Court in the proper county of California asking the court to determine
     whether your shares are dissenting shares or their fair market value, or
     both. You must file such a complaint within six (6) months after the date
     of this Notice, or you will lose your right to require their purchase.
     Please refer to Section 1304 of Chapter 13 for additional information.

6.   If you agree with CCB as to the purchase price of your shares of CCB Common
     Stock, or if a price is fixed by the Superior Court, you must surrender
     your share certificate(s) in order to receive payment of the price.

     THE FOREGOING PURPORTS ONLY TO SUMMARIZE A COMPLEX AREA OF LAW AND
STOCKHOLDERS CONSIDERING EXERCISING DISSENTERS' RIGHTS SHOULD READ IN FULL
SECTIONS 1300-1304 OF CHAPTER 13 ATTACHED HERETO AND SHOULD CONSULT THEIR OWN
LEGAL AND TAX ADVISORS.

Dated and Mailed December 7, 2001

By Order of the Board of Directors
California Community Bancshares, Inc.





                       CALIFORNIA GENERAL CORPORATION LAW
                         CHAPTER 13. Dissenters' Rights


1300. RIGHT TO REQUIRE PURCHASE - "DISSENTING SHARES" AND "DISSENTING
SHAREHOLDER" DEFINED.

     (a) If the approval of the outstanding shares (Section 152) of a
corporation is required for a reorganization under subdivisions (a) and (b) or
subdivision (e) or (f) of Section 1201, each shareholder of the corporation
entitled to vote on the transaction and each shareholder of a subsidiary
corporation in a short-form merger may, by complying with this chapter, require
the corporation in which the shareholder holds shares to purchase for cash at
their fair market value the shares owned by the shareholder which are dissenting
shares as defined in subdivision (b). The fair market value shall be determined
as of the day before the first announcement of the terms of the proposed
reorganization or short-form merger, excluding any appreciation or depreciation
in consequence of the proposed action, but adjusted for any stock split, reverse
stock split, or share dividend which becomes effective thereafter.

     (b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:

         (1) Which were not immediately prior to the reorganization or
short-form merger either (A) listed on any national securities exchange
certified by the Commissioner of Corporations under subdivision (o) of Section
25100 or (B) listed on the National Market System of the NASDAQ Stock Market,
and the notice of meeting of shareholders to act upon the reorganization
summarizes this section and Sections 1301, 1302, 1303 and 1304; provided,
however, that this provision does not apply to any shares with respect to which
there exists any restriction on transfer imposed by the corporation or by any
law or regulation; and provided, further, that this provision does not apply to
any class of shares described in subparagraph (A) or (B) if demands for payment
are filed with respect to 5 percent or more of the outstanding shares of that
class.

         (2) Which were outstanding on the date for the determination of
shareholders entitled to vote on the reorganization and (A) were not voted in
favor of the reorganization or, (B) if described in subparagraph (A) or (B) of
paragraph (1) (without regard to the provisos in that paragraph), were voted
against the reorganization, or which were held of record on the effective date
of a short-form merger; provided, however, that subparagraph (A) rather than
subparagraph (B) of this paragraph applies in any case where the approval
required by Section 1201 is sought by written consent rather than at a meeting.

         (3) Which the dissenting shareholder has demanded that the
corporation purchase at their fair market value, in accordance with Section
1301.

         (4) Which the dissenting shareholder has submitted for endorsement,
in accordance  with Section 1302.




     (c) As used in this chapter, "dissenting shareholder" means the
recordholder of dissenting shares and includes a transferee of record.

1301.  DEMAND FOR PURCHASE.

         (a) If, in the case of a reorganization, any shareholders of a
corporation have a right under Section 1300, subject to compliance with
paragraphs (3) and (4) of subdivision (b) thereof, to require the corporation to
purchase their shares for cash, such corporation shall mail to each such
shareholder a notice of the approval of the reorganization by its outstanding
shares (Section 152) within 10 days after the date of such approval, accompanied
by a copy of Sections 1300, 1302, 1303, 1304 and this section, a statement of
the price determined by the corporation to represent the fair market value of
the dissenting shares, and a brief description of the procedure to be followed
if the shareholder desires to exercise the shareholder's right under such
sections. The statement of price constitutes an offer by the corporation to
purchase at the price stated any dissenting shares as defined in subdivision (b)
of Section 1300, unless they lose their status as dissenting shares under
Section 1309.

         (b) Any shareholder who has a right to require the corporation to
purchase the shareholder's shares for cash under Section 1300, subject to
compliance with paragraphs (3) and (4) of subdivision (b) thereof, and who
desires the corporation to purchase such shares shall make written demand upon
the corporation for the purchase of such shares and payment to the shareholder
in cash of their fair market value. The demand is not effective for any purpose
unless it is received by the corporation or any transfer agent thereof (1) in
the case of shares described in clause (i) or (ii) of paragraph (1) of
subdivision (b) of Section 1300 (without regard to the provisos in that
paragraph), not later than the date of the shareholders' meeting to vote upon
the reorganization, or (2) in any other case within 30 days after the date on
which the notice of the approval by the outstanding shares pursuant to
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder.

         (c) The demand shall state the number and class of the shares held of
record by the shareholder which the shareholder demands that the corporation
purchase and shall contain a statement of what such shareholder claims to be the
fair market value of those shares as of the day before the announcement of the
proposed reorganization or short-form merger. The statement of fair market value
constitutes an offer by the shareholder to sell the shares at such price.

1302.  ENDORSEMENT OF SHARES.

         Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder, the shareholder shall submit to the corporation at
its principal office or at the office of any transfer agent thereof, (a) if the
shares are certificated securities, the shareholder's certificates representing
any shares which the shareholder demands that the corporation purchase, to be
stamped or endorsed with a statement that the shares are dissenting shares or to
be exchanged for certificates of appropriate denomination so




stamped or endorsed or (b) if the shares are uncertificated securities, written
notice of the number of shares which the shareholder demands that the
corporation purchase. Upon subsequent transfers of the dissenting shares on the
books of the corporation, the new certificates, initial transaction statement,
and other written statements issued therefor shall bear a like statement,
together with the name of the original dissenting holder of the shares.

1303.  AGREED PRICE - TIME FOR PAYMENT.

         (a) If the corporation and the shareholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting
shareholder is entitled to the agreed price with interest thereon at the legal
rate on judgments from the date of the agreement. Any agreements fixing the fair
market value of any dissenting shares as between the corporation and the holders
thereof shall be filed with the secretary of the corporation.

         (b) Subject to the provisions of Section 1306, payment of the fair
market value of dissenting shares shall be made within 30 days after the amount
thereof has been agreed or within 30 days after any statutory or contractual
conditions to the reorganization are satisfied, whichever is later, and in the
case of certificated securities, subject to surrender of the certificates
therefor, unless provided otherwise by agreement.

1304.  DISSENTER'S ACTION TO ENFORCE PAYMENT.

         (a) If the corporation denies that the shares are dissenting shares, or
the corporation and the shareholder fail to agree upon the fair market value of
the shares, then the shareholder demanding purchase of such shares as dissenting
shares or any interested corporation, within six months after the date on which
notice of the approval by the outstanding shares (Section 152) or notice
pursuant to subdivision (i) of Section 1110 was mailed to the shareholder, but
not thereafter, may file a complaint in the superior court of the proper county
praying the court to determine whether the shares are dissenting shares or the
fair market value of the dissenting shares or both or may intervene in any
action pending on such a complaint.

         (b) Two or more dissenting shareholders may join as plaintiffs or be
joined as defendants in any such action and two or more such actions may be
consolidated.

         (c) On the trial of the action, the court shall determine the issues.
If the status of the shares as dissenting shares is in issue, the court shall
first determine that issue. If the fair market value of the dissenting shares is
in issue, the court shall determine, or shall appoint one or more impartial
appraisers to determine, the fair market value of the shares.