================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
             [x]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended      March 31, 2000
                              --------------------------
                                       OR
            [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                      to
                               -------------------       -----------------------
Commission file number                       0-24947
                      ----------------------------------------------------------

                               UCBH Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 Delaware                                       94-3072450
 --------------------------------------------               -------------------
(State or other jurisdiction of incorporation                (I.R.S. Employer
             or organization)                               Identification No.)


              711 Van Ness Avenue, San Francisco, California 94102
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (415) 928-0700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
                 (Former name, former address and former fiscal
                       year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ..X.. No ......
                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                 As of May 1, 2000, the Registrant had 9,346,333
                       shares of common stock outstanding.

================================================================================

<PAGE>


                               UCBH HOLDINGS, INC.
                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
  Item 1.  Consolidated Financial Statements.................................1-3
           Notes to Consolidated Financial Statements........................4-5
  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations....................6-17
  Item 3.  Quantitative and Qualitative Disclosures About Market Risk.........17

PART II - OTHER INFORMATION
  Item 1.  Legal Proceedings..................................................18
  Item 2.  Changes in Securities and Use of Proceeds..........................18
  Item 3.  Defaults upon Senior Securities....................................18
  Item 4.  Submission of Matters to a Vote of Security Holders................18
  Item 5.  Other Information..................................................18
  Item 6.  Exhibits and Reports on Form 8-K...................................18

SIGNATURES....................................................................19



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                               UCBH HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                                At March 31,       At December 31,
                                                                                    2000                 1999
                                                                              -----------------   ------------------
                                                                                 (unaudited)
<S>                                                                              <C>                <C>
Assets

Cash and due from banks....................................................      $       24,834     $         23,789
Federal funds sold.........................................................                 350                  500
Investment and mortgage-backed securities available for sale, at fair
  value....................................................................             321,360              328,455
Investment and mortgage-backed securities, at cost (fair value $166,388 at
  March 31, 2000 and  $171,995 at December 31, 1999).......................             177,552              183,906
Federal Home Loan Bank stock...............................................              27,386               27,024
Loans......................................................................           1,740,434            1,686,695
Allowance for loan losses..................................................             (20,886)             (19,503)
                                                                                 --------------     ----------------
Net loans..................................................................           1,719,548            1,667,192
                                                                                 --------------     ----------------
Accrued interest receivable................................................              14,456               14,628
Premises and equipment, net................................................              20,577               21,064
Other assets...............................................................               8,486               18,242
                                                                                 --------------     ----------------
  Total assets.............................................................      $    2,314,549     $      2,284,800
                                                                                 ==============     ================

Liabilities

Deposits...................................................................      $    1,686,066     $      1,676,148
Borrowings.................................................................             472,000              449,612
Guaranteed preferred beneficial interests in junior subordinated
  debentures...............................................................              30,000               30,000
Accrued interest payable...................................................               4,442                3,631
Other liabilities..........................................................               6,881               15,302
                                                                                 --------------     ----------------
  Total liabilities........................................................           2,199,389            2,174,693
                                                                                 --------------     ----------------
Commitments and contingencies

Stockholders' Equity

Common stock, $.01 par value, authorized 25,000,000 shares, 9,333,333 shares
  issued and outstanding at March 31, 2000 and December 31, 1999...........                  93                   93
Additional paid-in capital.................................................              59,485               59,485
Accumulated other comprehensive income.....................................             (13,474)             (13,419)
Retained earnings-substantially restricted.................................              69,056               63,948
                                                                                 --------------     ----------------
  Total stockholders' equity...............................................             115,160              110,107
                                                                                 --------------     ----------------
  Total liabilities and stockholders' equity...............................      $    2,314,549     $      2,284,800
                                                                                 ==============     ================
</TABLE>

   The accompanying notes are an integral part of these financial statements.



                                        1

<PAGE>


                               UCBH HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
          (Unaudited: Dollars in Thousands, Except for Per Share Data)

<TABLE>
<CAPTION>

                                                                           For the Three Months Ended
                                                                                    March 31,
                                                                       -----------------------------------
                                                                            2000                 1999
                                                                       ---------------      --------------
<S>                                                                   <C>                  <C>
Interest income:
  Loans...........................................................     $        34,786      $       28,967
  Funds sold and securities purchased under agreements to resell..                   4                   3
  Investment and mortgage-backed securities.......................               8,274               8,957
                                                                       ---------------      --------------
     Total interest income........................................              43,064              37,927
                                                                       ---------------      --------------
Interest expense:
  Deposits........................................................              15,860              16,171
  Short-term borrowings...........................................               3,403               1,989
  Guaranteed preferred beneficial interests in junior subordinated
    debentures....................................................                 703                 703
  Long-term borrowings............................................               3,196               3,159
                                                                       ---------------      --------------
     Total interest expense.......................................              23,162              22,022
                                                                       ---------------      --------------
     Net interest income..........................................              19,902              15,905
Provision for loan losses.........................................               1,755                 725
                                                                       ---------------      --------------
     Net interest income after provision for loan losses..........              18,147              15,180
                                                                       ---------------      --------------
Noninterest income:
  Commercial banking fees.........................................                 549                 410
  Service charges on deposit accounts.............................                 223                 182
  Gain on sale of loans, securities and servicing rights..........                 220                   9
  Loan servicing income...........................................                  24                 117
  Miscellaneous income............................................                  16                  (2)
                                                                       ---------------      --------------
     Total noninterest income.....................................               1,032                 716
                                                                       ---------------      --------------
Noninterest expense:
  Personnel.......................................................               5,118               4,677
  Occupancy.......................................................               1,143               1,293
  Data processing.................................................                 542                 487
  Furniture and equipment.........................................                 535                 591
  Professional fees and contracted services.......................                 543                 529
  Deposit insurance...............................................                  85                 235
  Communication...................................................                 121                 102
  Foreclosed assets...............................................                  21                 (15)
  Miscellaneous expenses..........................................               1,637               1,471
                                                                       ---------------      --------------
     Total noninterest expense....................................               9,745               9,370
                                                                       ---------------      --------------
Income before taxes...............................................               9,434               6,526
Income tax expense................................................               3,859               2,598
                                                                       ---------------      --------------
     Net income...................................................     $         5,575      $        3,928
                                                                       ===============      ==============
Basic earnings per share..........................................     $          0.60      $         0.42
                                                                       ===============      ==============
Diluted earnings per share........................................                0.58                0.42
                                                                       ===============      ==============
Dividends declared per share......................................                0.05                   -
                                                                       ===============      ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.




                                        2

<PAGE>





                               UCBH HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Unaudited: Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                                   For the Three Months Ended
                                                                                           March 31,
                                                                              ------------------------------------
                                                                                   2000                  1999
                                                                              --------------        --------------
<S>                                                                          <C>                 <C>
Operating activities
  Net income.............................................................      $       5,575         $       3,928
  Adjustments to reconcile net income to net cash provided by (used for)
     operating activities:
     Provision for loan losses...........................................              1,755                   725
     Decrease (increase) in accrued interest receivable..................                172                   (39)
     Depreciation and amortization of premises and equipment.............                679                   667
     Decrease in other assets............................................              9,783                   840
     (Decrease) increase in other liabilities............................             (8,888)                1,259
     Increase in accrued interest payable................................                811                 1,290
     Gain on sale of loans, securities and other assets..................               (220)                  (29)
     Other, net..........................................................                414                   670
                                                                              --------------        --------------
       Net cash provided by operating activities.........................             10,081                 9,311
                                                                              --------------        --------------
Investing activities
  Investments and mortgage-backed securities held to maturity:
     Principal payments and  maturities..................................              6,760                 2,874
     Purchases...........................................................               (580)                 (815)
  Investments and mortgage-backed securities, available for sale:
     Principal payments and maturities...................................              7,968                14,490
     Purchases...........................................................             (1,448)               (6,012)
  Loans purchased........................................................               (109)                 (123)
  Loans originated, net of principal collections.........................            (60,212)              (31,392)
  Proceeds from sale of loans............................................              6,243                     -
  Purchases of premises and equipment....................................               (154)                 (346)
  Proceeds from sale of other assets.....................................                 40                    84
                                                                              --------------        --------------
       Net cash used in investing activities.............................            (41,492)              (21,240)
                                                                              --------------        --------------

Financing activities
  Net increase in demand deposits, NOW, money market and savings
   accounts..............................................................             43,001                29,333
  Net decrease in time deposits..........................................            (33,083)              (32,361)
  Net increase in borrowings.............................................             22,388                16,723
                                                                              --------------        --------------
       Net cash provided by financing activities.........................             32,306                13,695
                                                                              --------------        --------------
Increase  in cash and cash equivalents...................................                895                 1,766
Cash and cash equivalents at beginning of period.........................             24,289                15,109
                                                                              --------------        --------------
Cash and cash equivalents at end of period...............................     $       25,184        $       16,875
                                                                              ==============        ==============

Supplemental disclosure of cash flow information
     Cash paid during the period for interest............................     $       22,351        $       20,732
     Cash paid during the period for income taxes........................              1,037                 2,264
Supplemental schedule of noncash investing and financing activities
     Real estate acquired through foreclosure............................                 41                    69
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                        3

<PAGE>



                               UCBH HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting and Reporting
   Policies

   Basis of Presentation

     The Consolidated Balance Sheet as of March 31, 2000, the Consolidated
Statements of Income for the three months ended March 31, 2000 and 1999, and the
Consolidated Statements of Cash Flows for the three months ended March 31, 2000
and 1999 have been prepared by UCBH Holdings, Inc. (the Company) and are not
audited.

     The unaudited financial statement information presented was prepared on the
same basis as the audited financial statements for the year ended December 31,
1999. In the opinion of management such unaudited financial statements reflect
all adjustments necessary for a fair statement of the results of operations and
balances for the interim periods presented. Such adjustments are of a normal
recurring nature. The results of operations for the three months ended March 31,
2000 are not necessarily indicative of the results to be expected for the full
year.

     Principles of Consolidation and Presentation

     The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

2. Recent Accounting Pronouncements

     SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended by FAS 137 will become effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 defines derivative instruments and
requires that they be recognized as assets or liabilities in the statement of
financial position, measured at fair value. It further specifies the nature of
changes in the fair value of the derivatives which are included in the current
period results of operations and those which are included in other comprehensive
income. Management has assessed the impact of SFAS No. 133 and determined that
adoption will not have a material impact on the financial statements of the
Company based on the hedges currently in place.

3.   Earnings Per Share

     The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share (Dollars in Thousands, except for per share
data):

<TABLE>
<CAPTION>


                                         Three Months Ended March 31, 2000     Three Months Ended March 31, 1999
                                       -------------------------------------  ------------------------------------
                                         Income        Shares      Per Share    Income        Shares      Per Share
                                       (Numerator)  (Denominator)    Amount   (Numerator)  (Denominator)   Amount
                                       -----------  -------------  ---------  -----------  ------------   --------
<S>                                     <C>            <C>          <C>       <C>            <C>          <C>
Basic:
  Net Income.......................     $  5,575       9,333,333    $ 0.60    $  3,928       9,333,333    $  0.42
  Dilutive potential common
    shares.........................            -         215,000                     -               -
                                        --------       ---------              --------       ---------
Diluted:
  Net income and assumed
    conversion......................    $  5,575       9,548,333    $ 0.58    $  3,928       9,333,333     $ 0.42
                                        ========       =========              ========       =========
</TABLE>


                                        4

<PAGE>



4. Comprehensive Income

     SFAS No. 130, "Reporting Comprehensive Income," establishes presentation
and disclosure requirements for comprehensive income; however, it does not
affect existing recognition or measurement standards. For the Company,
comprehensive income consists of net income and the change in unrealized gains
and losses on available- for-sale securities. For the three months ended March
31, 2000, total comprehensive income was $5.5 million, an increase of $3.5
million, or 174.5%, compared to the three months ended March 31, 1999. Net
income for the three months ended March 31, 2000 was $5.6 million and unrealized
losses on available-for-sale securities increased by $55,000. For the
corresponding period of 1999, net income was $3.9 million and unrealized losses
on available-for- sale securities increased by $1.9 million.

5. Segment Information

     The Company has determined that its reportable segments are those that are
based on the Company's method of internal reporting, which disaggregates its
business into two reportable segments: Commercial Banking and Consumer Banking.
Both segments serve all of California's residents. Historically, our customer
base has been primarily the ethnic Chinese communities located mainly in the San
Francisco Bay area, Sacramento/Stockton and metropolitan Los Angeles.

     The financial results of the Company's operating segments are presented on
an accrual basis. There are no significant differences between the accounting
policies of the segments as compared to the Company's consolidated financial
statements. The Company evaluates the performance of its segments and allocates
resources to them based on interest income, interest expense and net interest
income. There are no material intersegment revenues.

     The table below presents information about the Company's operating segments
for the three months ended March 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                         Reconciling
                                            Commercial      Consumer        Items         Total
                                          ------------    ----------     -----------    ----------
                                                           (Dollars in Thousands)

<S>                                      <C>            <C>            <C>             <C>
March 31, 2000
     Net interest income..............   $       8,048   $    11,854    $     -        $    19,902
     Segment profit...................           2,329         3,246          -              5,575
     Segment assets...................       1,067,881     1,246,668          -          2,314,549

March 31, 1999
     Net interest income..............   $       5,186   $    10,701    $     -        $    15,887
     Segment profit...................             638         3,290          -              3,928
     Segment assets...................         736,678     1,428,951          -          2,165,629
</TABLE>



                                        5

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     This Form 10-Q may include certain forward-looking statements based on
current management expectations. The Company's actual results could differ
materially from those management expectations. Factors that could cause future
results to vary from current management expectations include, but are not
limited to, general economic conditions, legislative and regulatory changes,
monetary and fiscal policies of the federal government, changes in tax policies,
rates and regulations of federal, state and local tax authorities, changes in
interest rates, deposit flows, the cost of funds, demand for loan products,
demand for financial services, competition, changes in the quality or
composition of the Company's wholly-owned subsidiary, United Commercial Bank's
(the "Bank") loan and investment portfolios, changes in accounting principles,
policies or guidelines, and other economic, competitive, governmental and
technological factors affecting the Company's operations, markets, products,
services and prices. Further description of the risks and uncertainties to the
business are included in detail in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999 as filed with the Securities and Exchange
Commission.

     The following discussion and analysis is intended to provide details of the
results of operations of the Company for the three months ended March 31, 2000
and 1999 and financial condition at March 31, 2000 and at December 31, 1999. The
following discussion should be read in conjunction with the information set
forth in the Company's Consolidated Financial Statements and notes thereto and
other financial data included.

RESULTS OF OPERATIONS

     General. The Company's primary source of income is net interest income,
which is the difference between interest income from interest-earning assets and
interest paid on interest-bearing liabilities, such as deposits and other
borrowings used to fund those assets. The Company's net interest income is
affected by changes in the volume of interest-earning assets and
interest-bearing liabilities as well as by changes in yields earned on
interest-earning assets and rates paid on interest-bearing deposits and other
borrowed funds. The Company also generates noninterest income, including
commercial banking fees and other transactional fees and seeks to generate
additional fees in connection with the shift in its business focus to commercial
banking. The Company's noninterest expenses consist primarily of personnel,
occupancy, and furniture and equipment expenses and other operating expenses.
The Company's results of operations are affected by its provision for loan
losses and may also be significantly affected by other factors including general
economic and competitive conditions, changes in market interest rates,
governmental policies and actions of regulatory agencies.

     Net Income. The consolidated net income of the Company during the three
months ended March 31, 2000 increased by $1.6 million, or 41.9%, to $5.6
million, compared to $3.9 million for the corresponding period of the prior
year. The increase resulted primarily from an increase in interest income on
loans due to growth in commercial loans. The annualized return on average equity
("ROE") and average assets ("ROA") ratios for the three months ended March 31,
2000 were 19.86% and 0.97%, respectively. This compares with annualized ROE and
ROA ratios of 15.07% and 0.73%, respectively, for the three months ended March
31, 1999. The resulting efficiency ratios were 46.55% for the three months ended
March 31, 2000 and 56.37% for the corresponding period for the prior year.
Diluted earnings per share were $0.58 for the three months ended March 31, 2000
compared with $0.42 for the comparable period of the preceding year.

     The provision for loan losses of $1.8 million for the three months ended
March 31, 2000 is an increase of $1.0 million compared to a provision of
$725,000 for the first quarter of 1999. See "Provision for Loan Losses."
Noninterest expense for the three months ended March 31, 2000 was $9.7 million,
an increase of $375,000 or 4.0%, compared with $9.4 million for the
corresponding period in the prior year. Personnel expenses increased to $5.1
million for the three months ended March 31, 2000 compared to $4.7 million for
the three months ended March 31, 1999 primarily due to the additional staffing
required to support growth of the Bank's commercial banking businesses and
personnel wage rate increases.

     Net Interest Income. Net interest income before provision for loan losses
of $19.9 million for the three months ended March 31, 2000 represented a $4.0
million, or 25.1%, increase over net interest income of $15.9 million for
the three months ended March 31, 1999. This increase was primarily due to a
$151.7 million increase in the average


                                        6

<PAGE>



balance of interest-earning assets, an increase in the average yield on
interest-earning assets, and a lower cost of deposits. The yield on
interest-earning assets increased to 7.69% for the three months ended March 31,
2000 from 7.27% for the three months ended March 31, 1999. The cost of deposits
decreased to 3.80% for the three months ended March 31, 2000 from 3.97% for the
three months ended March 31, 1999.

     Average outstanding loans increased to $1.71 billion for the three months
ended March 31, 2000 from $1.48 billion for the three months ended March 31,
1999, an increase of $223.3 million, or 15.0%. Average commercial loans
increased $343.1 million while average consumer loans decreased $119.8 million.
Average securities decreased to $531.0 million for the three months ended March
31, 2000 from $602.7 million for the three months ended March 31, 1999, a
decrease of $71.7 million, or 11.9%. The decrease in average securities resulted
primarily from the amortization and prepayment of loans underlying the
mortgage-backed securities portfolio. The cost of interest-bearing deposits
decreased to 3.96% for the first three months of 2000 from 4.09% for the first
three months of 1999. In addition, average noninterest-bearing deposits
increased to $68.0 million for the first three months of 2000 from $49.0 million
for the corresponding period of the prior year.

     Net Interest Margin. The net interest margin, calculated on a fully tax
equivalent basis, was 3.60% for the three months ended March 31, 2000 compared
with 3.10% for the three months ended March 31, 1999. The increase in the net
interest margin resulted primarily from an increase in average interest-earning
assets due to continued growth in our commercial loan portfolio, a lower cost of
deposits due to significant growth in core deposits, and the improvement in the
yield on interest-earning assets.


                                        7

<PAGE>



     The following table presents condensed average balance sheet information
for the Company, together with interest rates earned and paid on the various
sources and uses of funds for each of the periods indicated:

<TABLE>
<CAPTION>

                                                   At          For the Three Months Ended        For the Three Months Ended
                                              March 31, 2000         March 31, 2000                    March 31, 1999
                                              --------------  -----------------------------     ----------------------------
                                                                   (Dollars in Thousands)

                                                                     Interest                           Interest
                                                          Average     Income      Average     Average    Income      Average
                                            Yield/Cost    Balance   or Expense   Yield/Cost   Balance  or Expense   Yield/Cost
                                            ----------    -------   ----------   ----------   -------  ----------   ----------
<S>                                             <C>      <C>         <C>           <C>       <C>         <C>          <C>
Interest-earning assets:
  Loans (1).............................        8.33%    $1,707,336  $  34,786       8.15%  $ 1,484,01  $  28,967       7.80%
  Securities............................        6.49        531,021      8,274       6.23      602,707      8,957       5.94
  Other.................................        5.75            295          4       5.42          233          3       4.72
                                                         ----------  ---------              ----------  ---------
Total interest-earning assets...........        7.90      2,238,652     43,064       7.69    2,086,956     37,927       7.27
Noninterest-earning assets..............           -         51,937         -           -       62,710          -          -
                                                         ----------  ---------              ----------  ---------
Total assets............................        7.66     $2,290,589  $  43,064       7.52   $2,149,666  $  37,927       7.05
                                                ----     ==========  ---------       ----   ==========  ---------       ----
Interest-bearing liabilities:
   Deposits:
      NOW, demand deposits and
        money market accounts...........        1.86     $  138,971  $     606       1.74   $  127,896  $     571       1.79
      Savings accounts..................        2.00        272,283      1,480       2.17      232,203      1,265       2.18
      Time deposits.....................        4.85      1,189,068     13,774       4.63    1,221,219     14,335       4.70
                                                         ----------  ---------              ----------  ---------
   Total deposits.......................        4.08      1,600,322     15,860       3.96    1,581,318     16,171       4.09
   Borrowings...........................        5.87        456,737      6,599       5.78      366,715      5,148       5.62
   Guaranteed preferred beneficial
     interests in junior subordinated
     debentures.........................        9.38         30,000        703       9.38       30,000        703       9.38
                                                         ----------  ---------              ----------  ---------
Total interest-bearing liabilities......        4.56      2,087,059     23,162       4.44    1,978,033     22,022       4.45
                                                ----     ----------  ---------       ----   ----------  ---------       ----
Noninterest-bearing deposits............                     67,961                             49,011
Other noninterest-bearing liabilities...                     23,289                             18,356
Stockholders' equity....................                    112,280                            104,266
                                                         ----------                         ----------
Total liabilities and stockholders'
  equity................................                 $2,290,589                         $2,149,666
                                                         ==========                         ==========
Net interest income/interest rate
  spread (2)............................        3.34%                $  19,902       3.26%              $  15,905       2.82%
                                                ====                 ==========      ====               =========       ====
Net interest-earning assets/net interest
  margin (3)............................        3.60%    $  151,593                  3.56%   $ 108,923                  3.04%
                                                ====     ==========                  ====    =========                  ====

Ratio of interest-earning assets to
  interest-bearing liabilities..........        1.06x          1.07x                              1.06x
                                                ====           ====                               ====
</TABLE>


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

(1)  Nonaccrual loans are included in the table for computation purposes, but
     the foregone interest on such loans is excluded.

(2)  Interest rate spread represents the difference between the average yield on
     interest-earning assets and the average cost of interest-bearing
     liabilities.

(3)  Net interest margin represents net interest income divided by average
     interest-earning assets.

     Provision for Loan Losses. The provision for loan losses reflects
management's judgment of the current period cost associated with credit risk
inherent in the Company's loan portfolio. Specifically, the provision for loan
losses represents the amount charged against current period earnings to achieve
an allowance for loan losses that, in management's judgment, is adequate to
absorb losses inherent in the Company's loan portfolio.

     The provision for loan losses of $1.8 million for the three months ended
March 31, 2000 represented an increase of $1.0 million, as compared to a
provision of $725,000 for the corresponding period of the prior year. At March
31, 2000, the allowance for loan losses was $20.9 million. Net loan charge-offs
were $372,000 for the first three months of 2000 and $418,000 for the first
three months of 1999.

     The Bank experienced consistent asset quality during the three months ended
March 31, 2000. Nonaccrual loans were $4.6 million at March 31, 2000, consistent
with December 31, 1999. For the three months ended March 31, 2000 and 1999, the
provision for loan losses was increased to keep pace with the growth in the
Bank's loan portfolio, and in particular, growth in commercial loan products.
Commercial loan products generally have greater inherent risk than residential
mortgage (one to four family) loans.

     Noninterest Income. Noninterest income for the three months ended March 31,
2000 was $1.0 million compared to $716,000 for the three months ended March 31,
1999, an increase of $316,000, or 44.1%. Commercial


                                        8

<PAGE>



banking fees increased 33.9% to $549,000 for the three months ended March 31,
2000 as compared to $410,000 for the corresponding period of 1999, as a result
of increased commercial banking activities. Service charges on deposit accounts
increased 22.5% to $223,000 for the three months ended March 31, 2000 from
$182,000 for the corresponding period of 1999.

     Noninterest Expense. Noninterest expense of $9.7 million for the three
months ended March 31, 2000 represented growth of $375,000, or 4.0%, compared
with $9.4 million for the three months ended at March 31, 1999. Personnel
expenses increased to $5.1 million for the three months ended March 31, 2000,
from $4.7 million for the corresponding period of 1999, an increase of $441,000
, or 9.4%, primarily due to the additional staffing required to support growth
of the Bank's commercial banking business and personnel salary level increases.

     Provision for Income Taxes. The provision for income taxes of $3.9 million
and $2.6 million on the income before taxes of $9.4 million and $6.5 million for
the three months ended March 31, 2000 and 1999, respectively, represents
effective tax rates of 40.9% and 39.8%, respectively.

FINANCIAL CONDITION

     The Company experienced asset growth during the first quarter of 2000.
Total assets at March 31, 2000 were $2.31 billion, an increase of $29.7 million,
or 1.3%, from $2.28 billion at December 31, 1999. The growth resulted from an
increase in the loan portfolio, partially offset by a decrease in the securities
portfolio and other assets.

     During the three months ended March 31, 2000 loans increased by $53.7
million, or 3.2%, to $1.74 billion. This growth was led by an increase in
commercial loans due to the Bank's continuing focus on originating such loans.
Total commercial loans grew to $1.08 billion at March 31, 2000, from $1.01
billion at December 31, 1999. The Bank originated $119.0 million of commercial
loans during the three months ended March 31, 2000 as compared with $124.2
million of commercial loan originations in the corresponding period of the
previous year. Securities (including available-for-sale and held-to-maturity)
totaled $498.9 million at March 31, 2000, a decrease of $13.4 million, or 2.6%,
from $512.4 million at December 31, 1999, due to the runoff of existing
securities.

     The quality of loans continued to be strong. Total past due loans were
0.68% of total loans at March 31, 2000, compared with 1.12% at December 31,
1999. Nonperforming assets of $5.4 million, or 0.23% of total assets at March
31, 2000, remained consistent with December 31, 1999. The allowance for loan
losses was $20.9 million at March 31, 2000, an increase of $1.4 million from
$19.5 million at December 31, 1999. The increase in the allowance for loan
losses reflected the growth in the loan portfolio during the quarter and
increased concentration in commercial loans at March 31, 2000. Commercial loans
generally have greater inherent risk than residential mortgage (one to four
family) loans.


                                        9

<PAGE>



     The following table shows the composition of the Bank's loan portfolio by
amount and percentage of gross loans in each major loan category at the dates
indicated:

<TABLE>
<CAPTION>

                                                          At March 31, 2000               At December 31, 1999
                                                     ----------------------------     -----------------------------
                                                       Amount              %            Amount              %
                                                     -----------      -----------     -----------      ------------
                                                                         (Dollars in Thousands)
<S>                                                  <C>                <C>           <C>                 <C>
Commercial
     Secured by real estate-nonresidential........   $   469,918            26.98%    $   435,061             25.77%
     Secured by real estate-multifamily...........       443,722            25.47         423,838             25.11
     Construction.................................        95,283             5.47          89,710              5.31
     Commercial business..........................        71,419             4.10          59,332              3.52
                                                     -----------      -----------     -----------      ------------
     Total commercial loans.......................     1,080,342            62.02       1,007,941             59.71
                                                     -----------      -----------     -----------      ------------
Consumer
     Residential mortgage (one to four family)....       647,331            37.16         665,923             39.45
     Other........................................        14,336             0.82          14,248              0.84
                                                     -----------      -----------     -----------      ------------
     Total consumer loans.........................       661,667            37.98         680,171             40.29
                                                     -----------      -----------     -----------      ------------
Total gross loans.................................     1,742,009           100.00%      1,688,112            100.00%
                                                                      ===========                      ============
Net deferred loan origination fees................        (1,575)                          (1,417)
                                                     -----------                      -----------
Loans.............................................     1,740,434                        1,686,695
Allowance for loan losses.........................       (20,886)                         (19,503)
                                                     -----------                      -----------
Net loans.........................................   $ 1,719,548                      $ 1,667,192
                                                     ===========                      ===========
</TABLE>

     The Company continues to emphasize production of commercial real estate and
commercial business loans and to place reduced emphasis on the origination
volume of residential mortgage (one to four family) loans. The majority of
residential mortgage (one to four family) loans in the Bank's portfolio are
limited documentation for which the Bank requires a higher down payment in
return for less written documentation from the borrower. The Bank holds
substantially all of its loan originations in portfolio. The Bank has had
substantially a very limited amount of net charge-offs on such limited
documentation loans since the inception of this program in 1993.

     Due to changing the loan origination focus to commercial loans, the Bank is
originating more loans which reprice in shorter time periods than the
traditional repricing terms of residential mortgage (one to four family) loans.
Construction, commercial business loans and SBA loans generally have monthly
repricing terms. Commercial real estate loans generally reprice each month or
are intermediate fixed, meaning that the loans have interest rates which are
fixed for a period, typically five years, and then generally reprice monthly or
become due and payable. Residential mortgage (one to four family) loans may be
fixed rate for terms of 15 or 30 years, have interest rates that are fixed for a
period, typically five years, and then generally reprice semi-annually, or
reprice semi-annually or annually.

     As a result of the change of focus to commercial lending, adjustable-rate
loans increased to $840.9 million, an increase of $79.0 million, or 10.4%, from
$761.9 million at December 31, 1999. Fixed-rate loans at March 31, 2000 were
$626.5 million compared with $628.0 million at December 31, 1999, a decrease of
$1.5 million, or 0.23%. At March 31, 2000, total gross loans included $274.6
million of intermediate fixed-rate loans compared with $298.3 million at
December 31, 1999, a decrease of $23.7 million, or 7.9%.


                                       10

<PAGE>



     The following table shows the Bank's new loan commitments during the
periods indicated:

<TABLE>
<CAPTION>

                                                                   For the Three Months Ended
                                                                            March 31,
                                                              -------------------------------------
                                                              2000                   1999
                                                              --------------         --------------
                                                                     (Dollars in Thousands)

<S>                                                            <C>                    <C>
Commercial:
  Secured by real estate-nonresidential (1).............       $      48,359          $      44,900
  Secured by real estate-multifamily (1)................              27,020                 28,874
  Construction..........................................              25,126                 32,127
  Commercial business...................................              15,977                 13,751
  Small Business Administration.........................               2,533                  4,544
                                                               -------------          -------------
     Total commercial loans.............................       $     119,015          $     124,196
                                                               -------------          -------------
Consumer:
  Residential mortgage (one to four family) (1).........       $       6,299          $      33,229
  Home equity and other.................................               2,101                  2,664
                                                               -------------          -------------
     Total consumer loans...............................               8,400                 35,893
                                                               -------------          -------------
  Total new commitments.................................       $     127,415          $     160,089
                                                               =============          =============
</TABLE>

   (1) For nonresidential, multifamily, and residential mortgage (one to four
       family) loans, substantially all commitments have been funded.


     Nonperforming Assets and OREO. Management generally places loans on
nonaccrual status when they become 90 days past due, unless they are both well
secured and in the process of collection. When a loan is placed on nonaccrual
status, any interest previously accrued but not collected is reversed from
income. Foreclosures are a normal part of the credit process. Other real estate
owned ("OREO") consists of real property acquired through foreclosure on the
collateral underlying defaulted loans.


                                       11

<PAGE>



     The following table sets forth information regarding nonperforming assets
at the dates indicated:

<TABLE>
<CAPTION>

                                                                  At March 31,     At December 31,
                                                                      2000              1999
                                                                 ---------------   ----------------
                                                                        (Dollars in Thousands)

<S>                                                             <C>                  <C>
Nonaccrual loans:
     Commercial
         Secured by real estate-nonresidential...............    $     3,545      $       3,806
Construction loans...........................................            104                104
                                                                 -----------      -------------
             Total commercial................................          3,649              3,910
                                                                 -----------      -------------

     Consumer
         Residential mortgage (one to four family)...........            960                722
                                                                 -----------      -------------
             Total consumer..................................            960                722
                                                                 -----------      -------------

             Total nonaccrual loans..........................          4,609              4,632
Other real estate owned ("OREO").............................            750                722
                                                                 -----------      -------------
Total nonperforming assets...................................    $     5,359      $       5,354
                                                                 ===========      =============
Nonperforming assets to total assets.........................           0.23%              0.23%
Nonaccrual loans to total loans..............................           0.26               0.27
Nonperforming assets to total loans and OREO.................           0.31               0.32
Total gross loans............................................    $ 1,740,434      $   1,686,695
                                                                 ===========      =============
Gross income not recognized on nonaccrual loans..............    $       110      $         201
Accruing loans contractually past due 90 days or more........             76                  -
</TABLE>

     Total nonperforming assets were $5.4 million at March 31, 2000, consistent
with December 31, 1999. The Bank records OREO at the lower of carrying value or
fair value less estimated disposal costs. Any write-down of OREO is charged to
earnings. At March 31, 2000, OREO consisted of two properties acquired through
foreclosure with a carrying value of $750,000, compared to $722,000 at December
31, 1999.

     The Bank has a risk-rating process to which all loans in the portfolio are
subjected. Criticized loans are classified in the following categories:

     "Special Mention": loans that should not yet be adversely classified, but
   have credit deficiencies or potential weaknesses that warrant attention.

     "Substandard": loans with one or more well-defined weaknesses which have
   the distinct possibility that some loss will be sustained if the weaknesses
   are not corrected.

     "Doubtful": loans with the weaknesses of a substandard loan plus such
   weaknesses which make collection or liquidation in full questionable, based
   on current information, and have a high probability of loss.

     "Loss": loan considered uncollectible.


                                       12

<PAGE>



     The following table sets forth criticized loans at the dates indicated:


<TABLE>
<CAPTION>

                                                                          At March 31,     At December 31,
                                                                              2000               1999
                                                                        ----------------   ----------------
                                                                                (Dollars in Thousands)
<S>                                                                    <C>                <C>


Special mention loans..............................................     $        766       $         833
Substandard and doubtful loans.....................................            6,566              10,889
                                                                        ------------       -------------
  Total criticized loans...........................................     $      7,332       $      11,722
                                                                        ============       =============
Total allowance for loan losses....................................     $     20,886       $      19,503
                                                                        ============       =============
Special mention loans to total loans...............................             0.04%               0.05%
Substandard and doubtful loans to total loans......................             0.38                0.65
Criticized loans to total loans....................................             0.42                0.69
Allowance for loan losses to substandard and doubtful loans........           318.09              179.11
Allowance for loan losses to criticized loans......................           284.86              166.38
</TABLE>

     With the exception of the criticized loans described above, management is
not aware of any other loans as of March 31, 2000 where the known credit
problems of the borrower would cause management to doubt such borrower's ability
to comply with their loan repayment schedule, or that would result in such loans
being included in the criticized loan table above at some future date.

     The Bank engages an independent loan review firm to examine the
classification of our commercial loan portfolio. This firm is comprised of
former bank regulators and former bankers. They made no material recommendations
for changes to our classifications as a result of their review.

     Management cannot predict the extent to which economic conditions in the
Bank's market area may worsen or the full impact such conditions may have on the
Bank's loan portfolio. Accordingly, there can be no assurance that other loans
will not become 90 days or more past due, be placed on nonaccrual status, or
become impaired, restructured loans or OREO in the future.

     Allowance for Loan Losses. The Bank has established a formal process for
determining an adequate allowance for loan losses. This process results in an
allowance that consists of two components, allocated and unallocated. The
allocated component includes allowance estimates that result from analyzing
certain individual loans (including impaired loans), and includes the results of
analyzing loans in groups. For loans that are analyzed individually, third party
information, such as appraisals, may be used to supplement management's
analysis. For loans that are analyzed in groups, such as residential mortgage
(one to four family) loans, management's analysis consists of reviewing
delinquency trends, charge-off experience, current economic conditions,
composition of the loan portfolio, regional collateral value trends, and other
factors. The unallocated component of the allowance for loan losses is intended
to compensate for the subjective nature of estimating an adequate allowance for
loan losses, economic uncertainties, and other factors. In addition to the
assessment performed by management, the Bank's loan portfolio is subject to an
internal asset review function and is examined by the Bank's regulators. The
results of these examinations are incorporated into management's assessment of
the allowance for loan losses.

     The allowance for loan losses is increased by provisions for loan losses,
which are charged against earnings, and reduced by charge-offs, net of any
recoveries. Loans are charged off when they are classified as loss either
internally or by the Bank's regulators. For any loan that is past due more than
90 days, management will generally charge off the amount by which the recorded
loan amount exceeds the value of the underlying collateral, unless the loan is
both well secured and in the process of collection. Recoveries of amounts that
have previously been charged off are generally recorded only to the extent that
cash is received.


                                       13

<PAGE>



     While management uses all available evidence in assessing the adequacy of
the allowance for loan losses, future additions to the allowance for loan losses
will be subject to continuing evaluations of the inherent risk in the portfolio.
If the economy declines or asset quality deteriorates, additional provisions for
loan losses could be required. Additionally, the Bank's regulators review the
adequacy of the allowance for loan losses as part of their examination process
and may require the Bank to record additional provisions for loan losses based
on their judgment or information available to them at the time of their
examinations. Management believes that the allowance for loan losses is adequate
to provide for estimated losses inherent in the Bank's loan portfolio.

     The following table sets forth information concerning the Bank's allowance
for loan losses for the dates indicated:

<TABLE>
<CAPTION>

                                                    For the Three Months Ended
                                                            March 31,
                                                  -----------------------------
                                                       2000           1999
                                                  -------------    -----------
                                                     (Dollars in Thousands)
<S>                                             <C>                   <C>

Balance at beginning of period..................    $  19,503       $  14,922
Provision for loan losses.......................        1,755             725
Loans charged off...............................         (374)           (418)
Recoveries......................................            2               1
                                                    ---------       ---------

Balance at end of period........................    $  20,886       $  15,230
                                                    =========       =========


Allowance for loan losses to loans..............         1.20%           1.00%

Annualized net charge-offs to average loans.....         0.09            0.11
</TABLE>


     Securities. Securities (including available-for-sale and held-to-maturity)
decreased during the first three months of 2000 by $13.4 million, or 2.6%, to
$498.9 million at March 31, 2000. The decrease in the securities balances
resulted primarily from the amortization and prepayment of loans underlying the
mortgage-backed securities portfolio. This runoff was replaced with new loan
originations.


                                       14

<PAGE>



     The following table presents the Bank's securities portfolio on the dates
indicated:

<TABLE>
<CAPTION>

                                                                       At March 31, 2000     At December 31, 1999
                                                                       -----------------     --------------------
                                                                     Amortized     Market    Amortized    Market
                                                                       Cost         Value      Cost        Value
                                                                     ---------     -------   ---------    -------
                                                                                (Dollars in Thousands)
<S>                                                                  <C>          <C>       <C>          <C>
Investment securities available for sale:
     Trust Preferred Securities..................................    $ 101,082    $ 89,069  $  103,182   $ 91,270
     Other.......................................................        1,448       1,448           -          -
                                                                     ---------    --------  ----------   --------
         Total investment securities available for sale..........      102,530      90,517     103,182     91,270
                                                                     ---------     -------  ----------   --------
Mortgage-backed securities available for sale:
     GNMA........................................................      100,545      95,700     102,417     97,399
     FNMA........................................................       71,121      67,300      72,698     69,067
     Other.......................................................       70,479      67,843      73,295     70,719
                                                                     ---------     -------   ---------   --------
         Total mortgage-backed securities available for sale.....      242,145     230,843     248,410    237,185
                                                                     ---------     -------   ---------   --------
Total investment and mortgage-backed securities available for
  sale...........................................................    $ 344,675    $321,360  $  351,592   $328,455
                                                                     =========    ========  ==========   ========
Investment securities held to maturity:
     Municipals..................................................    $  43,636    $ 40,097  $   43,633   $ 39,250
                                                                     ---------    --------  ----------   --------
Mortgage-backed securities held to maturity:
     FNMA........................................................       88,711      83,582      91,307     86,395
     FHLMC.......................................................       37,934      35,752      41,848     39,560
     Other.......................................................        7,271       6,957       7,118      6,790
                                                                     ---------    --------  ----------   --------
         Total mortgage-backed securities held to maturity.......      133,916     126,291     140,273    132,745
                                                                     ---------    --------  ----------   --------
Total investment and mortgage-backed securities held to
  maturity.......................................................    $ 177,552    $166,388  $  183,906   $171,995
                                                                     =========    ========  ==========   ========
</TABLE>

     As of March 31, 2000, the carrying value of the securities was $522.2
million and the market value was $487.7 million. The total unrealized loss on
these securities was $34.5 million. Of this total, $23.3 million relates to
securities which are available for sale on which unrealized $23.3 million loss,
net of tax of $9.8 million, is included as a reduction of stockholder's equity.
The difference between the carrying value and market value aggregating $11.2
million of securities which are held to maturity has not been recognized in the
financial statements as of March 31, 2000. The unrealized losses are primarily
the result of movements in market interest rates.

     Deposits. Deposits are the Bank's primary source of funds to use in lending
and investment activities. Deposit balances were $1.69 billion at March 31,
2000, which represented an increase of $9.9 million, or 0.6% from $1.68 billion
at December 31, 1999. Core deposit balances increased by $43.0 million, or 9.4%,
during this period, and time deposits decreased by $33.1 million or 2.7%. Core
deposits include NOW, demand deposit, money market and savings accounts. At
March 31, 2000, 70.3% of our deposits were time deposits, 16.6% were savings
accounts, and 13.1% were NOW, demand deposit and money market accounts. By
comparison, at December 31, 1999, 72.7% of our deposits were time deposits,
15.7% were savings accounts, and 11.6% were NOW, demand deposits and money
market accounts. The Bank's overall cost of deposits rose from 3.80% at December
31, 1999 to 3.91% at March 31, 2000 as a result of increases in market interest
rates.

     The Bank obtains deposits primarily from the communities it serves. No
material portion of its deposits are from or are dependent on any one person or
industry. At March 31, 2000, less than 2% of the Bank's deposits were held by
customers with addresses located outside the United States. Additionally, at
that date, the 100 depositors with the largest aggregate average deposit
balances comprised less than 15% of the Bank's total deposits. The Bank accepts
deposits in excess of $100,000 from customers. Included in time deposits as of
March 31, 2000, is $399.4 million of deposits of $100,000 or greater. Such
deposits make up 23.7% of total deposits. At March 31, 2000, the Bank had no
brokered deposits. Substantially all of the time deposits as of March 31, 2000
mature in one year or less.

                                       15

<PAGE>



     The following table presents the balances and rates paid for categories of
deposits at the dates indicated:

<TABLE>
<CAPTION>

                                                              At March 31, 2000         At December 31, 1999
                                                           ------------------------   ------------------------
                                                                       Weighted                      Weighted
                                                           Balance    Average Rate     Balance     Average Rate
                                                           --------   -------------   ---------    -----------
                                                                         (Dollars in Thousands)

<S>                                                       <C>             <C>        <C>              <C>
NOW, demand deposits and money market accounts..........  $  221,906      1.25%      $  193,995       1.14%
Savings accounts........................................     279,228      2.00          264,138       1.92
Time deposits:
     Less than $100,000.................................     785,483      4.68          821,355       4.50
     $100,000 or greater................................     399,499      5.18          396,660       4.91
                                                          ----------                 ----------
     Total time deposits................................   1,184,932      4.91        1,218,015       4.64
                                                          ----------                 ----------
Total deposits..........................................  $1,686,066      3.91       $1,676,148       3.80
                                                          ==========                 ==========
</TABLE>

     Other Borrowings. At March 31, 2000, the Bank had $472.0 million of
borrowings outstanding compared with $449.6 million outstanding at December 31,
1999, an increase of $22.4 million, or 5.0%. Advances are obtained from the
Federal Home Loan Bank ("FHLB") of San Francisco to supplement our supply of
lendable funds. Advances from the FHLB of San Francisco are typically secured by
a pledge of the Bank's stock in the FHLB of San Francisco and mortgage loans and
securities with a market value of at least equal to outstanding advances. At
March 31, 2000, the Bank had $462.0 million of advances outstanding from the
FHLB of San Francisco, compared with $421.5 million outstanding at December 31,
1999. Included in the $462.0 million of FHLB advances as of March 31, 2000 were
$17.0 million of fixed rate advances for ten years. An additional $216.0 million
of the advances had ten year terms but contained provisions that the FHLB could,
at their option, terminate the advances at quarterly intervals at specified
periods ranging from three to five years beyond the advance dates.

     The Bank also participates in the Treasury Investment Program with the
Federal Reserve Bank of San Francisco ("FRB"), which allows the Bank to utilize
deposits made to the U.S. Treasury for federal tax payments until the Treasury
needs the funds. Borrowings outstanding at March 31, 2000 under this line were
$10.0 million.


                                       16

<PAGE>



     The following table sets forth certain information regarding borrowings of
     the Bank at or for the dates indicated:

<TABLE>
<CAPTION>

                                                                                 At or For the Three Months Ended
                                                                                            March 31,
                                                                                ----------------------------------
                                                                                    2000                 1999
                                                                                -------------       --------------
                                                                                      (Dollars in Thousands)

<S>                                                                           <C>                 <C>
FHLB of San Francisco advances:
     Average balance outstanding...........................................       $   448,445        $  338,556
     Maximum amount outstanding at any month end...........................           468,000           370,000
     Balance outstanding at end of period..................................           462,000           343,949
     Weighted average interest rate during the period......................              5.68%             5.25%
     Weighted average interest rate at end of period.......................              5.86%             5.13%
     Weighted average remaining term to maturity at end of period
       (in years)..........................................................                 4                 6
FRB direct investment borrowings:
     Average balance outstanding...........................................       $     8,292        $   28,024
     Maximum amount outstanding at any month end...........................            10,000            83,739
     Balance outstanding at end of period..................................            10,000            39,274
     Weighted average interest rate during the period......................              5.29%             4.49%
     Weighted average interest rate at end of period.......................              6.17%             4.84%
     Weighted average remaining term to maturity at end of period
       (in years)..........................................................                 -                 -

Securities sold under agreements to repurchase:
     Average balance outstanding...........................................       $         -        $      136
     Maximum amount outstanding at any month end...........................                 -             1,500
     Balance outstanding at end of period..................................                 -             1,500
     Weighted average interest rate during the period......................                 -              5.41%
     Weighted average interest rate at end of period.......................                 -              5.63%
     Weighted average remaining term to maturity at end of period..........                 -                -
</TABLE>

     Regulatory Capital. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines as calculated under regulatory accounting practices. As of March 31,
2000, the Bank met the "Well Capitalized" requirements under these guidelines.
The total risk-based capital ratio of the Bank at March 31, 2000 was 11.28%, as
compared with 11.29% at December 31, 1999. The ratio of Tier 1 capital (as
defined in the regulations) to average assets (as defined) of the Bank at March
31, 2000 was 6.68% compared with 6.58% at December 31, 1999. The Company's
capital ratios are approximately those of the Bank, and similarly the Company is
categorized as "Well Capitalized."

Year 2000 Compliance

      As of March 31, 2000, all Y2K-sensitive systems were functioning within
normal parameters. Total expenditures on the project were less than $500,000.
Although the Company has not encountered any significant problems nor incurred
significant additional expense in conjunction with the Y2K issue, there can be
no assurance that the Company and the Bank will not encounter significant
Y2K-related problems and/or cost during the course of 2000 or beyond.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There has been no material change in the Company's exposure to market risk
since the information disclosed in the Company's Annual Report dated December
31, 1999 on file with the Securities and Exchange Commission (SEC File No.
0-24947).




                                       17

<PAGE>



PART II- OTHER INFORMATION

Item 1. Legal Proceedings

     The Company's wholly-owned subsidiary, United Commercial Bank, has been a
party to ordinary routine litigation incidental to various aspects of its
operations.

     Management is not currently aware of any litigation that will have a
material adverse impact on the Company's consolidated financial condition, or
the results of operations.

Item 2. Change in Securities and Use of Proceeds

     Not applicable.

Item 3. Defaults Upon Senior Securities

     Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

Item 5. Other Information

     None.

Item 6. Exhibits and Reports on Form 8-K

(a)  List of Exhibits (Filed herewith unless otherwise noted)

3.1   Amended and Restated Certificate of Incorporation of UCBH Holdings, Inc.*
3.2   Bylaws of UCBH Holdings, Inc.*
4.0   Form of Stock Certificate of UCBH Holdings, Inc.*
10.1  Employment Agreement between United Commercial Bank and Thomas S. Wu*
10.2  Employment Agreement between UCBH Holdings, Inc. and Thomas S. Wu*
10.3  Form of Termination and Change in Control Agreement between United
      Commercial Bank and certain executive officers*
10.4  Form of Termination and Change in Control Agreement between UCBH Holdings,
      Inc. and certain executive officers*
10.5  Amended UCBH Holdings, Inc. 1998 Stock Option Plan**
27.0  Financial Data Schedule

(b)  Reports on Form 8-K

     None.

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

*    Incorporated by reference to the exhibit of the same number from the
     Company's Registration Statement on Form S-1, filed with the Securities and
     Exchange Commission on July 1, 1998 (SEC File No. 333-58325).
**   Incorporated by reference to the exhibit of the same number from the
     Company's Form 10-Q for the quarter ended June 30, 1999, filed with the
     Securities and Exchange Commission on August 6, 1999 (SEC File No. 0-
     24947).

                                       18

<PAGE>



                                   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 thereunto duly authorized.

                                      UCBH HOLDINGS, INC.



Date:  May 3, 2000                    /s/ Thomas S. Wu
                                      ----------------
                                      Thomas S. Wu
                                      President and Chief Executive Officer
                                      (principal executive officer)





Date:  May 3, 2000                    /s/ Jonathan H. Downing
                                      -----------------------
                                      Jonathan H. Downing
                                      Senior Vice President and
                                      Chief Financial Officer
                                      (principal financial officer)


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