**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**Form10-KSB/A**

**(Amendment No. 2)**

**x Annual reportunder section 13 or 15(d) of the Securities Exchange Act of 1934**

**for the fiscal year ended December 31, 2005**

**o  Transition report under section 13 or15(d) of the Securities Exchange Act of 1934**

**for the transition period from       to       .**

**Commission File Number 0-15982**

**NATIONALMERCANTILE BANCORP**

(Exact name of smallbusiness issuer in its charter)

| **California**                                                            |   | **95-3819685**                        |
|---------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization)          |   | (I.R.S. Employer  Identification No.) |
|                                                                      |   |                                  |
| **1880  Century Park East  Los Angeles, California**                      |   | **90067**                             |
| (Address to  principal executive offices)                                 |   | (Zip Code)                            |
|                                                                      |   |                                  |
| Issuer’s  telephone number, including area code: **(310)  277-2265** |
|                                                                      |
| Securities  registered pursuant to Section 12(b) of the Act: **None**     |
|                                                                      |
| Securities  registered pursuant to Section 12(g) of the Act:              |
|                                                                      |   |                                  |
| **Common  Stock, No Par Value**(Title of Class)                           |

 

Check whether the issuer:  (1) filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.      o Yes         x  No

Check if there is no disclosure of delinquent filersto Item 405 of Regulation S-B contained herein, and no disclosure will becontained, to the registrant’s knowledge, in definitive in response orinformation statements incorporated by reference in Part III of this Form10-KSB. o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). o Yes   x  No

The issuer’s revenues for its most recent fiscalyear:  $27.4 million.

The aggregate market value of the voting common equityheld by nonaffiliates of the registrant, based upon the closing sale price ofits Common Stock as reported by the National Association of Securities DealersAutomated Quotation System on November 4, 2005, was approximately $24.3 million.

The number of shares of Common Stock, no par value, ofthe issuer outstanding as of January 2, 2007 was 5,650,147.

**DOCUMENTSINCORPORATED BY REFERENCE:**

Certain portions of the Company’s Proxy Statement tobe filed with the Securities and Exchange Commission pursuant to Rule 14a-6under the Securities Exchange Act of 1934 in connection with the Company’s 2006Annual Meeting of Shareholders are incorporated by reference in Part III, Items9-12 and 14 and is of this Annual Report on Form 10-KSB.

Transitional Small Business Disclosure Format (Check one):      o Yes   x  No

 

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**ExplanatoryNote**

National Mercantile Bancorp (the “Company”) is filingthis amendment No. 2 to Form 10-KSB for the year ended December 31, 2005, tocorrect the reported aggregate market value of the voting common equity held bynonaffiliates of the Company.  

**ITEM 8A**.  **CONTROLS AND PROCEDURES**

TheCompany maintains disclosure controls and procedures (as defined in ExchangeAct Rule 13a-15(e)) that are designed to assure that information required to bedisclosed in its Exchange Act reports is recorded, processed, summarized andreported within the time periods specified in the Securities and ExchangeCommission’s rules and forms, and that such information is accumulated andcommunicated to management, including the Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow timely decisions regarding requireddisclosures.

Indesigning and evaluating the disclosure controls and procedures, managementrecognizes that any controls and procedures, no matter how well designed andoperated, can provide reasonable assurance only of achieving the desiredcontrol objectives, and management necessarily is required to apply itsjudgment in weighting the costs and benefits of possible new or differentcontrols and procedures.  Limitations areinherent in all control sysytems, so no evaluation of controls can provideabsolute assurance that all control issues and any fraud within the companyhave been detected.

Asrequired by Exchange Act Rule 13a-15(b), as of the end of the period covered bythis report, the Company, under  thesupervision and with the participation of our Chief Executive Officer and ChiefFinancial Officer, evaluated the effectiveness of the Company’s disclosurecontrols and procedures.  Based on thisevaluation, our Chief Executive Officer and Chief financial Officer concludedthat the Company’s disclosure controls and procedures were effective as of thatdate.

Therewas no change in the Company’s internal control over financial reporting duringthe Company’s most recently completed fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

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*SIGNATURES*

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.
|                         | NATIONAL MERCANTILE BANCORP |
|-------------------------|-----------------------------|
|                    | (Registrant)                |
|                    |                        |   |
|                    | By                          | /s/ SCOTT A. MONTGOMERY |
|                    |                        | Scott A.  Montgomery |
| Date: January 10,  2007 |                        | Chief Executive  Officer |

 

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**INDEX TO EXHIBITS**
| Exhibit    | ** ** | ** **                                                                    | ** ** |
|------------|------------|-------------------------------------------------------------------------------|------------|
| ** ** | ** ** | ** **                                                                    | ** ** |
| 31.1       |       | Certification of Scott A. Montgomery under Section  302 of Sarbanes-Oxley Act |
|       |       |                                                                          |
| 31.2       |       | Certification of David R. Brown under Section 302 of  Sarbanes-Oxley Act      |

 

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