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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. 8)*

                               CVB Financial Corp.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   126600 10 5
                                 (CUSIP Number)



Check the following box if a fee is being paid with the statement
/__/.  (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7.)

*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 disclosures provided in
a prior cover page.

The information required on 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).





CUSIP No. 126600 10 5 Page 2 of 5 Pages SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Charles M. Magistro ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF (a) /_/ A GROUP (b) /_/ NOT A MEMBER OF A GROUP 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 109,421 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 451,519 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 109,421 WITH 8 SHARED DISPOSITIVE POWER 451,519 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 594,215 Includes 33,275 shares which Mr. Magistro has a right to acquire beneficial ownership of within 60 days of December 31, 1995. 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3% *SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 3 of 5 Pages 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. (a) Name of Issuer: CVB Financial Corp. (b) Address of Issuer's Principal Executive Offices: 701 N. Haven Ave., Suite 350 Ontario, CA 91764 ITEM 2(A) NAME OF PERSON FILING: Charles M. Magistro ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 135 Camellia Court Upland, CA 91786 ITEM 2(C) CITIZENSHIP: U.S.A. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E) CUSIP NUMBER: 126600 10 5 ITEM 3. IF STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b): Not applicable.

Page 4 of 5 Pages ITEM 4. OWNERSHIP: (a) Amount beneficially owned: 594,215 Percent of class: 7.3% (b) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 109,421 (ii) Shared power to vote or to direct the vote 451,519 (iii) Sole power to dispose of or direct the disposition of 109,421 (iv) Shared power to dispose of or direct disposition of 451,519 Includes 33,275 shares which Mr. Magistro has a right to acquire beneficial ownership of within 60 days of December 31, 1995. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS: Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF ANOTHER PERSON: Not applicable. ITEM 7. IDENTIFICATION OF CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDINGS COMPANY: Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable.

Page 5 of 5 Pages ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable. ITEM 10. CERTIFICATION: Not applicable. SIGNATURE 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. March 20, 1996 DATE By: Charles M. Magistro Charles M. Magistro Director