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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Capital Corp of the West
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 140065103
(Date of Event Which Requires Filing of this Statement)
December 31, 1999
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
OBThe information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP Number: 140065103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Basswood Partners, LLC
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
151,335
7. Sole Dispositive Power:
8. Shared Dispositive Power:
151,335
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
151,335
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
3.3%
12. Type of Reporting Person
CO
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CUSIP Number: 140065103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Basswood Capital Management, LLC
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
41,764
7. Sole Dispositive Power:
8. Shared Dispositive Power:
41,764
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
41,764
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
0.9%
12. Type of Reporting Person
CO
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CUSIP Number: 140065103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Matthew Lindenbaum
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
193,099
7. Sole Dispositive Power:
8. Shared Dispositive Power:
193,099
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
193,099
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
4.3%
12. Type of Reporting Person
IN
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CUSIP Number: 140065103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Bennett Lindenbaum
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
193,099
7. Sole Dispositive Power:
8. Shared Dispositive Power:
193,099
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
193,099
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
4.3%
12. Type of Reporting Person
IN
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Item 1(a) Name of Issuer: Capital Corp of the West
(b) Address of Issuer's Principal Executive Offices:
1160 West Olive Avenue
Suite A
Merced, California 95348
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Matthew Lindenbaum
Bennett Lindenbaum
Basswood Partners, LLC
Basswood Capital Management, LLC
645 Madison Avenue
10th Floor
New York, New York 10022
Matthew Lindenbaum and Bennett Lindenbaum - United
States citizens
Basswood Partners, LLC and Basswood Capital
Management, LLC - Delaware limited liability
corporations
(d) Title of Class of Securities: Common Stock, no
par value
(e) CUSIP Number: 140065103
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
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(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned:
193,099 shares owned by Matthew Lindenbaum,
Bennett Lindenbaum, Basswood Partners, LLC and
Basswood Capital Management, LLC
(b) Percent of Class:
4.3% owned by Matthew Lindenbaum, Bennett
Lindenbaum, Basswood Partners, LLC and Basswood
Capital Management, LLC
(c) Matthew Lindenbaum, Bennett Lindenbaum,
Basswood Partners, LLC and Basswood Capital
Management, LLC:
193,099 shares with shared power to vote or to
direct the vote; 0 shares with sole power to
vote or to direct the vote; 193,099 shares with
shared power to dispose or to direct the
disposition of; 0 shares with sole power to
dispose or direct the disposition of
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Item 5. Ownership of Five Percent or Less of a Class.
This statement is being filed to report that as of
the date hereof the reporting parties have ceased
to be the beneficial owner of more than 5% of this
class of securities.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
BASSWOOD PARTNERS, LLC
By: /s/ Matthew Lindenbaum
___________________________________
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Matthew Lindenbaum, Managing Member
BASSWOOD CAPITAL MANAGEMENT, LLC
By: /s/ Matthew Lindenbaum
___________________________________
Matthew Lindenbaum, Managing Member
/s/ Matthew Lindenbaum
_______________________________________
Matthew Lindenbaum
/s/ Bennett Lindenbaum
_________________________________
Bennett Lindenbaum
February 28, 2000
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00705003.AK4
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
February 28, 2000 relating to the Common Stock of Capital
Corp of the West shall be filed on behalf of the
undersigned.
BASSWOOD PARTNERS, LLC
By: /s/ Matthew Lindenbaum
_____________________________
Matthew Lindenbaum, Managing
Member
BASSWOOD CAPITAL MANAGEMENT, LLC
By: /s/ Matthew Lindenbaum
__________________________________
Matthew Lindenbaum, Managing
Member
/s/ Matthew Lindenbaum
__________________________________
Matthew Lindenbaum
/s/ Bennett Lindenbaum
__________________________________
Bennett Lindenbaum
00705003.AK4
