FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


[x]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [FEE  REQUIRED] For the fiscal year ended December 31,
     1995

                                       OR

[ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED]

                         Commission file number 2-79261

                             DELTA NATIONAL BANCORP
             (Exact name of registrant as specified in its charter)


             California                                     94-2839814
  (State of incorporation or organization)     (IRS Employer Identification No.)

          611 North Main Street, Manteca, California        95336-3740
         (Address of principal executive offices)           (Zip code)

                                 (209) 824-4050
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange
            Title of each class                        on which registered
                  None                                          None

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

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 [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant:

                                                    Aggregate Market Value of
Date                          Market Value          Non-Affiliate Stock Holdings
December 31,1995              $19.50/Share                $ 7,347,249

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of December 31, 1995:  Common  Stock, no par value - 376,782
shares.
<PAGE>
FORM 10-K CROSS REFERENCE INDEX

--------------------------------------------------------------------------------
Part I                                                                    Page
--------------------------------------------------------------------------------

Item I.           Business
                           Financial Review                                8-19
                           Selected Statistical Information             4, 9-20
                           Description of Business                          5-7
Item 2.           Properties                                                 19
Item 3.           Legal Proceedings                                          20
Item 4.           Submission of Matters to a vote of security holders        20

--------------------------------------------------------------------------------
Part II                                                                   Page
--------------------------------------------------------------------------------

Item 5.           Market for Registrant's Common
                    Equity and Related Stockholder Matters                4, 20
Item 6.           Selected Financial Data                              4, 19-20
Item 7.           Management Discussion and Analysis of Financial
                    Condition and Results of Operations                    8-19
Item 8.           Financial Statements and Supplementary Data
                           Delta National Bancorp and Subsidiaries -
                             Consolidated Financial Statements            21-25
                           Notes to Consolidated Financial Statements     26-37
                           Independent Auditors' Report                      38
                           Selected Statistical Information             4, 9-20
Item 9.           Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                      39

--------------------------------------------------------------------------------
Part III                                                                  Page
--------------------------------------------------------------------------------


Item 10.          Directors and Executive Officers of the Registrant      39-40
Item 11.          Executive Compensation                                     41
Item 12.          Security Ownership of Certain Beneficial Owners
                    and Management                                        41-42
Item 13.          Certain Relationships and Related Transactions             42

--------------------------------------------------------------------------------
Part IV                                                                   Page
--------------------------------------------------------------------------------

Item 14.          Exhibits, Financial Statement Schedules, and Reports
                    on Form 8-K                                              43
                  (a) (1)  Financial Statements (See Item 8 for a listing
                                of all financial statements
                       (2)  Financial Statement Schedules
                                All schedules normally required by Form 
                                10-K are omitted since they either are not 
                                applicable or the required information is 
                                shown in the financial statements and notes 
                                thereto.
                       (3)  Exhibits

                  (b)       No reports on Form 8-K have been filed 
                                during the fourth quarter of the last year.

<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------

                         FIVE YEAR SUMMARY OF SELECTED FINANCIAL INFORMATION

----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                                                            Year Ended December 31:

----------------------------------------------------------------------------------------------------------------
(Amounts in thousands)                                           1995       1994       1993      1992      1991
----------------------------------------------------------------------------------------------------------------
<S>                                                            <C>       <C>       <C>       <C>       <C>     
Summary of Operations
    Interest income .......................................... $  7,865  $  6,612  $  6,560  $  7,385  $  7,724
    Interest expense .........................................    3,019     2,310     2,280     2,892     3,566
----------------------------------------------------------------------------------------------------------------
        Net interest income ..................................    4,846     4,302     4,280     4,493     4,158
    Provision for loan losses ................................      624       192       642       465        87
----------------------------------------------------------------------------------------------------------------
        Net interest income after provision for loan losses ..    4,223     4,110     3,638     4,028     4,071
    Non-interest income ......................................      675       692       906     1,142       717
    Non-interest expense .....................................    3,485     3,442     3,239     3,328     3,261
----------------------------------------------------------------------------------------------------------------
    Income before income taxes ...............................    1,412     1,360     1,305     1,842     1,527
        Income taxes .........................................      552       539       514       720       577
    Net Earnings ............................................. $    860  $    821  $    791  $  1,122  $    950
----------------------------------------------------------------------------------------------------------------
Earnings per share
        Net income per share .................................     2.28      2.18      2.10      2.98      2.52
        Cash dividends per share .............................      .70       .70       .70       .70       .70
----------------------------------------------------------------------------------------------------------------
At Year End
    Cash and due from banks .................................. $  4,381  $  3,349  $  5,987  $  4,496  $  5,436
    Investment securities ....................................   33,278    33,028    29,425    28,833    21,844
    Federal funds sold .......................................    7,600     2,800     4,300      3900     4,500
    Loans, net ...............................................   46,520    47,044    42,598    47,057    49,254
    Other assets .............................................    3,145     2,968     3,252     2,626     2,903
---------------------------------------------------------------------------------------------------------------
    Total assets ............................................. $ 94,924  $ 89,189  $ 85,562  $ 86,912  $ 83,937
---------------------------------------------------------------------------------------------------------------
    Demand deposits .......................................... $ 29,893  $ 28,329  $ 30,866  $ 31,114  $ 28,703
    Time and savings deposits ................................   54,946    51,892    45,962    47,223    47,706
    Other liabilities ........................................      314       221       135       530       341
    Stockholders' equity .....................................    9,771     8,747     8,599     8,045     7,187
----------------------------------------------------------------------------------------------------------------
    Total liabilities & stockholders' Equity ................. $ 94,924  $ 89,189  $ 85,562  $ 86,912  $ 83,937
----------------------------------------------------------------------------------------------------------------
Selected Ratios (1)
    Return on equity .........................................     8.73%     9.18%     9.43%    15.44%    14.60%
    Return on assets .........................................      .93%      .94%      .93%     1.34%     1.26%
    Equity-to-assets .........................................    10.69%    10.19%     9.86%     8.68%     8.63%
Capital Ratios
    Leverage ratio ...........................................    10.02%     9.92%     9.65%     8.90%     8.56%
    Risk based capital
        Tier I ratio .........................................    16.88%    14.49%    13.43%    11.70%     9.40%
        Total capital ratio ..................................    18.14%    15.47%    14.22%    13.13%    11.96%
Average Balances
    Total assets ............................................. $ 92,197  $ 87,812  $ 85,075  $ 83,739  $ 75,410
    Earning assets ...........................................   85,566    80,977    77,315    76,774    70,148
    Loans ....................................................   47,806    45,480    46,798    46,952    45,598
    Total deposits ...........................................   81,579    78,305    76,132    75,881    68,123
    Stockholders' equity .....................................    9,852     8,945     8,385     7,266     6,505
Common Share and Stockholder Data
    Market price, end of year ................................ $  21.00  $  16.75  $  16.00  $  15.00  $  12.00
    Book value, end of year ..................................    25.93     23.22     22.82     21.34     19.06
    Common dividends .........................................  263,747   263,747   263,747   263,747   263,747
    Dividend payout ratio ....................................    30.67%    32.11%    33.32%    23.51%    27.75%
    Average common shares outstanding ........................  376,782   376,782   376,782   376,782   376,782
----------------------------------------------------------------------------------------------------------------
(1)      Ratios are based on average balances
</TABLE>
<PAGE>
                             DESCRIPTION OF BUSINESS
BUSINESS

Delta  National  Bancorp  (the  "Company")  is a single  bank  holding  company,
registered  under  the  Bank  Holding  Company  Act of  1956.  The  Company  was
incorporated under the laws of the State of California on December 21, 1981. The
Company's  principal  office  is  located  at  611  N.  Main  Street,   Manteca,
California.  The Company owns all of the capital stock of its subsidiary,  Delta
National Bank (the "Bank").

The Company was  organized at the  direction  of the Board of Directors  for the
purpose of becoming a bank holding company pursuant to a Plan of  Reorganization
and  Agreement of a Merger  which was  consummated  on June 27, 1983,  following
receipt of the required regulatory and shareholder  approval.  On that date, (1)
Delta  National Bank was merged into the New Delta  National Bank, (an "interim"
California  Banking  Corporation  organized as a wholly-owned  subsidiary of the
Company for the purpose of facilitating  the formation of the Company),  (2) the
name of the New Delta  National Bank was changed to "Delta  National Bank" , and
(3) the  shareholders of the Bank (with the exception of those  shareholders who
perfected  their rights as deserting  shareholders)  became  shareholders of the
Company.

The Bank was organized in 1973 as a national banking  association under the name
First National Bank of Riverbank;  its present name was adopted in 1975 when the
Bank moved its  headquarters  location  from  Riverbank,  California to Manteca,
California.  At the present time,  the Bank  operates four branches  serving the
communities of Manteca, Riverbank,  Denair and Modesto,  California. The service
area of the Bank is located in the heart of  California's  Central  Valley.  The
entire region  consists of rich, flat farmland that benefits from a long growing
season.  The Bank has grown over the years,  which is a direct  result  from the
growth in the valley,  both in employment and new  construction,  which has come
from a prosperous agriculture industry.

Through  its  branches,  the Bank  provides a wide range of  commercial  banking
services to individuals and small and medium-sized businesses.  Services include
those  traditionally  offered by commercial  banks, such as checking and savings
accounts,  commercial,  real estate, personal, home improvement,  automobile and
other installment and term loans,  travelers' checks, safe deposit boxes, escrow
services,  collection services,  computer payroll and accounting services, night
depository  facilities,  and  wire  transfers.  The  Bank  does not have a trust
department;  however,  the Bank will make  arrangements  with its  correspondent
institution  to provide trust  services,  investment and  international  banking
services.

Competition: The banking business in California,  especially in the market areas
served  by the Bank,  is highly  competitive.  The Bank  competes  for loans and
deposits with other commercial  banks,  savings and loan  associations,  finance
companies,  money market funds, and credit unions for deposit and loan business.
Further,  large  commercial  banks have greater lending limits than the Bank and
perform certain other functions,  including trust services,  which the Bank does
not offer directly.  In competing for banking business,  including  deposits and
other  related  activities,   the  Bank  employs  personal  contact,   localized
advertising,  interest rate competition and availability of specialized services
in order to meet the needs of various types of customers.

The Bank's loan  portfolio  consists of both secured and unsecured  loans with a
significant portion either real estate secured or real estate related.

The latest available information indicates there were approximately 128 banking
offices including the Bank's four offices operating throughout San Joaquin and
Stanislaus county.  The banking offices held approximately five billion in
deposits of which approximately 85 million were held by the Bank.  The Bank's
deposit market share varies within the communities served by its offices ranging
from 2% in Modesto, 15% in Manteca, 100% in Riverbank and 100% in Denair.

Supervision,  Regulation and Government Policies: The Bank as a National Banking
Association,  is subject to primary  supervision,  examination and regulation by
the  Comptroller  of the  Currency.  It is also a member of the Federal  Reserve
System and as such, is subject to applicable  provisions of the Federal  Reserve
Act and regulations issued  thereunder.  The deposits of the Bank are insured by
the Federal Deposit Insurance Corporation to the maximum extent provided by law.
The Bank is also subject to applicable provisions of California laws, insofar as
they do not conflict with or are not preempted by Federal banking law.
<PAGE>
Various  requirements and  restrictions  under the laws of the United States and
the State of California affect the operations of the Bank.  Federal statutes and
regulations relate to many aspects of the Bank's operations,  including reserves
against  deposits,  interest  rates payable on loans,  investments,  mergers and
acquisitions,  borrowings,  dividends,  location of branch offices,  and capital
levels.

In addition,  from time to time, legislation is proposed which has the effect of
increasing  the cost of  doing  business,  limiting  permissible  activities  or
affecting  the   competitive   balance   between   banks  and  other   financial
institutions.  Changes  in rates by the FDIC for  deposit  insurance  will  also
effect the cost of business.

Risk-adjusted  capital  guidelines  were issued by bank  regulatory  authorities
early in 1989. These guidelines  assign risk weighting to assets and off-balance
sheet  items and place  increased  emphasis  on common  equity.  The  guidelines
currently  require a minimum Tier I (core)  capital ratio of 4% and a total risk
weighted  capital  ratio of 8% in order for an  institution  to be classified as
adequately  capitalized.  Institutions  which  maintain a Tier I ratio of 6% and
total  capital ratio of 10% are defined as well  capitalized.  The Bank's Tier I
and total  risk-weighted  ratios at  December  31,  1995 were 16.88% and 18.14%,
respectively.

In addition to the risk weighted ratios, the highest rated banks are required to
maintain  a minimum  leverage  ratio of 3%.  All other  banks  are  expected  to
maintain higher leverage ratios,  to be determined on an individual  basis. This
ratio is defined as Tier I capital to average  total  assets for the most recent
quarter. The Bank's leverage ratio at December 31, 1995 was 10.02%.

In September, 1995, FDICIA 305 was implemented and requires the banking agencies
to revise their risk based capital standards to ensure that those standards take
adequate  account of interest rate risk. This rule amends the capital  standards
to specify  that the  banking  agencies  will  include in their  evaluations  of
capital adequacy an assessment of the exposure to declines in the economic value
of the bank's  capital due to changes in interest  rates. A bank may be required
to hold  additional  capital  for  interest  rate  risk if it has a  significant
exposure or a weak interest rate risk  management  process.  To date,  the final
rule does not codify a measurement framework for assessing the level of a bank's
interest rate risk exposure nor does it specify a level of exposure  above which
a bank will be required to hold more capital.  The Bank is currently exempt from
certain  reporting of interest rate risk but is prudently  managing its interest
rate risk through risk management practices which include risk measurement, risk
management and risk control.

In 1993,  federal bank regulatory  agencies issued a statement  imposing certain
limitations  in the  inclusion  of net  deferred  tax  assets  calculated  under
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes" ("FAS 109") in regulatory capital. Deferred tax assets that are dependent
on future taxable income or the institution's  tax planning  strategies may only
be counted as a component of Tier I capital to the extent they do not exceed the
lesser of: (1) 10% of Tier 1 capital,  or (2) the amount of such benefits  which
may be realized based on one year's projected earnings.  The Company adopted FAS
109 on  January  1, 1993 at which  time this  regulation  became  applicable  in
determination  of its capital ratios.  The effect of this new standard on income
tax expense for the year ended December 31, 1993 was not material.

The Federal Deposit Insurance Corporation Act of 1991 ("FDICIA"), enacted on
December 19, 1991 in connection with the recapitalization of the Banks Insurance
Fund ("BIF"),  required the FDIC to set semi-annual  assessment  rates at levels
sufficient to increase the BIF's  reserve  ratio to a designated  level within a
prescribed period of time. In August,  1995, the FDIC announced that,  effective
June 1, 1995, it had significantly  reduced the deposit insurance  premiums paid
by most banks. Under the new rate structure, the best-rated institutions insured
by the BIF pay 4 cents per $100 of domestic  deposits,  down from the prior rate
of 23 cents per $100. The weakest institutions continue to pay 31 cents per $100
of  domestic  deposits  depending  on  their  risk  classification.   This  risk
classification  is based  on an  institution's  capital  group  and  supervisory
subgroup  assignments.  The  FDIC has  assigned  the  Bank  the  lowest  premium
possible.
<PAGE>
In November,  1995, the FDIC announced  that,  starting in January 1996, it will
further reduce the deposit insurance  premiums paid by most banks. Under the new
rate structure for the BIF,  assessment  rates will be lowered by four cents per
$100 of domestic  deposits.  Given the four cent  reduction,  the  highest-rated
institutions will pay the statutory annual minimum of $2,000 for FDIC insurance.
Rates for all other institutions will be reduced by four cents per $100 as well,
leaving a premium  range of 3-27  cents per $100,  instead of the  current  4-31
cents per $100.

Effective  December 31, 1993,  the Bank  adopted SFAS No. 115,  "Accounting  for
Certain  Investments  in Debt  and  Equity  Securities".  These  securities  are
classified into one of three categories: held-to-maturity, available-for-sale or
trading.   Held-to-maturity  securities  are  measured  at  amortized  cost  and
available-for-sale  securities  are measured at fair value.  Unrealized  holding
gains and losses for  available-for-sale  securities  are excluded from earnings
and  reported as a net amount in a separate  component of  stockholders'  equity
until  realized.  Risk-based  and leverage  capital  ratios will not reflect the
impact  of  unrealized  gains or losses on  securities  available-for-sale  as a
result  of  the  regulatory  and  industry  concerns  about  the  potential  for
volatility in regulatory capital ratios.

In May 1993,  the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
114,  "Accounting by Creditors for Impairment of a Loan". This statement,  which
is effective  January 1, 1995,  requires that  impaired  loans,  as defined,  be
measured based on the present value of expected future cash flows  discounted at
the loan's effective interest rate or, as a practical  expedient,  at the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  The Bank  adopted  and  implemented  SFAS No.  114 as of
January 1, 1995.

Employees:  The number of persons employed by the registrant is 61, as of
December 31, 1995.

Economic Conditions and Governmental Monetary Policies: The Bank continues to be
localized  to two area  counties  with  services  provided  to certain  adjacent
counties.  Local economic  conditions have steadily,  but slowly improved during
the year. Reductions in employment in the banking and finance industry, military
and governmental agencies and in family owned small businesses have impacted the
area  significantly.  Detrimental  effects  have been  largely  mitigated by the
strong starter home construction market and consistent agricultural  production.
By  capitalizing  on the niche  markets the Bank has  identified,  earnings have
improved over the preceding year. Cost controls,  liability  pricing  assessment
and aggressive asset pricing have produced desirable margin management.

While  not  directly  affected  by  conditions  in all areas of the  state,  the
performance  of California  has a secondary,  but  significant  influence in the
local banking  community.  Anticipated state improvements in revenues appears to
be altering  the  aggressiveness  of area  businesses  and spurs the  purchasing
appetite of the consumer.  The ability of California to positively  adapt to the
enormous defense cutbacks and large corporate workforce reductions bodes well in
the nations  financial markets and company  boardrooms  allowing the state to be
considered as a desirable location for expansion.

The area of greatest concern and uncertainty is the unresolved federal budgeting
process.  The national  economy has slowed  considerably  and  confidence in the
governmental  process has  diminished.  Typically,  the  monetary  policy of the
Federal  Reserve Board greatly  influences  business,  but with no  identifiable
resolution to the budget  because of deep political  differences,  interest rate
adjustments  will not likely have as great an impact.  Management  assesses  all
factors in determining strategies, planning and procedures for reacting to swift
changes in governmental and monetary policy.
<PAGE>
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

FINANCIAL REVIEW

PERFORMANCE SUMMARY

The following  discussion is intended to provide  information  to facilitate the
understanding  and  assessment of  significant  changes in trends related to the
financial condition of Delta National Bancorp ("the Company") and its results of
operations.  It  should  be read  in  conjunction  with  the  audited  financial
statements and footnotes appearing elsewhere in this report.

At December 31, 1995,  the Company's  total assets were  $94,924,333,  net loans
amounted to $46,519,819,  stockholders'  equity was $9,771,029 and the allowance
for loan losses was  $1,219,304.  This compares to total assets of  $89,189,024,
net loans of $47,043,601,  stockholders'  equity of $8,747,535 and allowance for
loan losses of $599,422 at December 31, 1994.

Net income for 1995  amounted to $859,877 or $2.28 per share,  as compared  with
$821,397  or $2.18  per share  earned  in 1994.  A  significant  portion  of the
increase in net income from a year ago was due to increased interest and fees on
loans and interest income earned on securities.

Earnings as measured by return on assets remained  constant at .93% for 1995 and
 .94% in the prior year. Return on equity  approximated 8.73% in 1995 compared to
9.18% in 1994.  The  decrease  in the  return on equity  is  primarily  due to a
substantial increase in the reserve for loan loss made at the end of 1995.

Non-accrual  loans  at year end  amounted  to  $1,694,556,  up from  $10,267  at
December 31, 1994. One large  commercial  loan makes up the major portion of the
non-accrual  loans.  At December  31,  1995,  other real estate  owned  ("OREO")
totaled  $560,600   compared  with  OREO  of  $939,381  at  December  31,  1994.
Restructured  loans,  loans outstanding whose original terms have been modified,
totaled  $1,146,080  at December  31, 1995,  which  consisted of one real estate
loan. There were no restructured loans at December 31, 1994.

Although there was an increase in the provision for loan losses, net charge-offs
continued  to  decrease  significantly  in 1995  over  the  previous  year.  The
provision  for  loan  losses  was  $624,014,  up from  $191,750  for  1994.  Net
charge-offs amounted to $4,132 in 1995 versus $399,871 in 1994.

Net interest  income and net interest  margin in 1995 were $4,846,567 and 5.66%,
respectively,  compared to $4,301,578  and 5.32%,  respectively,  for 1994.  Net
interest income increased approximately 13% in 1995.

Non-interest  income amounted to $674,677 in 1995, compared to $692,648 in 1994.
Income related to the service charges on deposits  decreased $29,674 while other
income increased $11,703.

Operating  expenses  amounted to  $3,485,353  in 1995,  compared to 3,442,079 in
1994.  FDIC  assessments  decreased  $78,096  in 1995  while  employee  benefits
increased by  approximately  38% due to a contribution  that was made in 1995 to
the employee profit sharing plan.
<PAGE>
EARNINGS PERFORMANCE

Distribution of Average Assets, Liabilities,  and Stockholders' Equity; Interest
Rates and Interest  Differential:  The following  table sets forth  consolidated
average daily balances of each  principal  category of assets,  liabilities  and
stockholders'  equity,  interest on interest  earning  assets,  and  interest on
interest  bearing  liabilities,  and the  average  yields  earned or rates  paid
thereon for the years ended  December  31, 1995,  1994 and 1993.  The table also
shows the net  interest  earnings and the net yield on average  earning  assets.
Averages were computed based upon daily balances.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                      1995                         1994                         1993
-----------------------------------------------------------------------------------------------------------------------------------
                                                    Interest  Average            Interest  Average            Interest
                                          Average   Income/   Yield/   Average   Income/   Yield/   Average   Income/   Yield/
(In Thousands)                            Balance   Expense   Rate     Balance   Expense   Rate     Balance   Expense   Rate
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>      <C>       <C>    <C>         <C>       <C>      <C>       <C>         <C>
Earning Assets:
    Deposits with other institutions       $     1  $     -      -   $     -     $     -       -    $     5   $     -        -

    Investment Securities:
        U. S. treasury ................      1,638       68   4.15%    2,797         119    4.25%     1,313        58     4.42%
        U. S. government agency .......     25,612    1,676   6.54%   18,170         944    5.20%    16,679       894     5.36%
        Obligations of states               
        and political subdivisions(2)..      2,536      118   4.65%    4,082         176    4.31%     1,412        80     5.67%
        Corporate bonds ...............      2,919      135   4.62%    4,730         238    5.03%     7,146       443     6.20%
        Other .........................         55        3   5.45%       55           2    3.64%        55         3     5.45%
    Federal funds sold ................      4,999      301   6.02%    5,663         243    4.29%     3,907       122     3.12%
    Loans-interest & fees(1)(4) .......     47,806    5,564  11.64%   45,480       4,890   10.75%    46,798     4,960    10.60%
                                           -------  -------  ------  -------     -------   ------   -------   -------   -------
        Total Earning Assets ..........    $85,566  $ 7,865   9.19%  $80,977     $ 6,612    8.17%   $77,315   $ 6,560     8.48%
                                           -------  -------  ------  -------     -------   ------   -------   -------   -------  
Cash and due from banks ...............      3,972                     4,400                          4,861
Premises and equipment ................        695                       513                            829
Other Assets ..........................      1,964                     1,922                           2070
                                           -------                   -------                        -------
    Total Assets ......................    $92,197                   $87,812                        $85,075
                                           =======                   =======                        =======
Deposits:
    Non-interest bearing ..............    $12,786  $     -      -   $12,072     $     -       -    $11,238   $     -        -
    Interest bearing ..................     68,793    3,019   4.39%   66,233       2,310    3.49%    64,894     2,280     3.51%
                                           -------  -------  ------  -------     -------   ------   -------   -------   -------
    Total Deposits ....................    $81,579  $ 3,019   3.70%  $78,305     $ 2,310    2.95%   $76,132   $ 2,280     3.00%
                                           -------  -------  ------  -------     -------   ------   -------   -------   -------
Other liabilities .....................        766                       562                            558
Stockholders' equity ..................      9,852                     8,945                          8,385
                                           -------                   -------                        -------
    Total Liabilities and
      stockholders' equity ............    $92,197                   $87,812                        $85,075
                                           =======                   =======                        ======= 
As a percentage of earning assets:
Interest and fee income ...............             $ 7,865   9.19%              $ 6,612    8.17%             $ 6,560     8.48%
Interest expense ......................               3,019   3.53%                2,310    2.85%               2,280     2.95%
                                                    -------  -------             -------   ------             -------   -------
Net interest income/net
interest margin (3) ...................             $ 4,846   5.66%              $ 4,302    5.32%             $ 4,280     5.53%
                                                    =======  ======              =======   ======             =======   =======
-----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)      Loan interest includes loan fees of $431,406, $472,036 and $549,148 in 1995,1994 and 1993 respectively.
(2)      Tax exempt interest income includes $48,000, $65,000 and $30,000 in 1995, 1994 and 1993 respectively to adjust to
         a fully taxable equivalent basis using the Federal statutory rate of 34%.
(3)      Net interest margin is computed by dividing net interest income by total average earning assets.
(4)      Non-accruing loans not yet charged off are included in the loan balance.
(5)      Average available-for-sale securities totaled $17,650,000, $17,422,000 in 1995 and 1994, respectively, not available for
         1993.  Average held-to-maturity securities totaled $15,055,000, $12,357,000 in 1995 and 1994, respectively, not
         available for 1993.
</FN>
</TABLE>
<PAGE>
Net Interest  Income:  The Company's  operating  results depend primarily on net
interest  income. A primary factor affecting the level of net interest income is
the Company's interest rate margin between the yield earned on  interest-earning
assets  and  the  rate  paid  on  interest-bearing  liabilities  as  well as the
difference between the relative amounts of average  interest-earning  assets and
interest-bearing  liabilities.  Net interest income  increased 13% to $4,846,567
for the  year  ended  December  31,  1995  compared  to  $4,301,578  in 1994 and
$4,279,657 in 1993.
                                                            
Net interest  margin  increased to 5.66% for 1995 from 5.32% for 1994, and 5.53%
in 1993.  The  increase  in income is a result of sound  lending  and  investing
practices, cost control methods and prudent management decisions.

Changes in the Company's  net interest  income are a function of both changes in
rates and  changes in volumes of  interest-earning  assets and  interest-bearing
liabilities.  The following table  summarizes the changes in net interest income
for  the  major  categories  of  interest-earning  assets  and  interest-bearing
liabilities  for 1995 and 1994.  The total change is  segmented  into the change
attributable to variations in volume (changes in volume  multiplied by old rate)
and the change  attributable  to variations in interest  rates (changes in rates
multiplied  by old volume).  Changes not solely  attributable  to volume or rate
have been allocated to volume.
Non-accrual loans are included in average loans used to compute this table.

--------------------------------------------------------------------------------
                                      1995 Over 1994        1994 over 1993
(In Thousands)                     Volume  Rate  Total    Volume  Rate   Total
--------------------------------------------------------------------------------
Increase/(Decrease) in:
  Loans, net of unearned income
    and deferred loan fees .....   $ 225   $ 450 $  675   $(188)  $ 118  $  (70)
  Interest-bearing deposits
     placed with banks .........       -       -      -       -       -       -
  Taxable securities ...........     200     354    554      70    (136)    (66)
  Tax-exempt securities (1) ....     (45)     12    (33)    118     (51)     67
  Federal funds sold ...........     (29)     86     57      55      65     120
--------------------------------------------------------------------------------
     Total interest income .....   $ 351   $ 902 $1,253   $  55   $  (4) $   51
--------------------------------------------------------------------------------
  Total interest bearing  
    deposits....................   $  89   $ 619 $  708   $  47   $ (17) $   30
--------------------------------------------------------------------------------
     Total interest expense ....   $  89   $ 619 $  708   $  47   $ (17) $   30
--------------------------------------------------------------------------------
  Changes in net interest
    income......................   $ 262   $ 283 $   545  $   8   $  13  $   21
--------------------------------------------------------------------------------
(1)      Interest income is reflected on a fully tax equivalent basis.

Provision for Loan Losses:  The provision for loan losses  totaled  $624,014 for
1995,  compared to $191,750 in 1994 and  $642,000 in 1993.  The  increase in the
provision  in 1995 was  primarily a response  to the current  state of the dairy
industry which has somewhat  deteriorated  in recent  months.  One dairy loan in
particular  accounts for a significant portion of the increase to the allowance.
The provision for loan losses reflects  management's  on-going evaluation of the
risk inherent in the loan portfolio,  which includes  consideration  of numerous
factors, such as economic conditions, relative risks in the loan portfolio, loan
loss experience and review and monitoring of individual loans for identification
and resolution of potential problems.

Non-Interest  Income:  Non-interest  income  amounted to $674,677 for 1995, down
from $692,648 in 1994 and $906,587 in 1993. Service charges on deposits declined
approximately  5.7% in 1995.  Included in 1995  income is a pre-tax  gain on the
sale of one OREO property.

--------------------------------------------------------------------------------
(In Thousands)                                     1995       1994       1993
--------------------------------------------------------------------------------
Service charges on deposit accounts ........... $486,673   $516,347   $656,056
Gain on sale of OREO ..........................   26,128         -        -
Gain on sale of fixed assets ..................        -      2,912     19,880
Other income ..................................  161,876    173,389    230,651
                                                --------   --------   --------
    Total ..................................... $674,677   $692,648   $906,587
--------------------------------------------------------------------------------
<PAGE>
Non-Interest  Expense:  Non-interest  expense  amounted to  $3,485,353  in 1995,
compared to $3,442,079 in 1994 and $3,238,790 in 1993. Employee benefits expense
increased in 1995 over 1994 due to a  contribution  of $100,000 that was made to
the employee profit sharing plan. No  contribution  was made to the plan in 1994
or 1993.

--------------------------------------------------------------------------------
(In Thousands)                           1995          1994         1993
--------------------------------------------------------------------------------
Salaries and wages ................  $1,589,306    $1,502,791    $1,490,436
Employee benefits .................     307,076       222,797       242,256
Occupancy and equipment ...........     673,222       586,905       525,680
Data processing ...................      20,088        21,448        26,250
Stationary and supplies ...........      84,328        91,022       103,784
Professional fees .................     155,132       137,757       136,655
FDIC assessments ..................     129,117       207,213       206,864
Other operating ...................     510,084       672,146       506,865
Loss on sale of available-for-sale
security ..........................      17,000             -             -
--------------------------------------------------------------------------------
    Total .........................  $3,485,353    $3,442,079    $3,238,790
--------------------------------------------------------------------------------

INCOME TAXES

For the year ended December 31, 1995,  the Company filed a consolidated  Federal
income tax return and State  return.  At December  31,  1995,  the Company had a
$450,000 net deferred tax asset.  Income tax expense  reflects rates on earnings
before income taxes of 39.1% and 39.6% for the two years ended December 31, 1995
and 1994, respectively.

ASSET LIABILITY MANAGEMENT

Liquidity:  For the  Company,  as with  most  commercial  banking  institutions,
liquidity  is  the  ability  to  roll  over  substantial   amounts  of  maturing
liabilities   and  to  acquire  new   liabilities  at  levels   consistent  with
management's financial targets. During 1995, the Company continued to maintain a
high level of  liquidity.  Highly liquid  assets  consisting  of cash,  deposits
placed with banks, Federal funds sold and securities available for sale averaged
approximately  $26,622,000  or 28.9% of average  total  assets as compared  with
approximately  $27,485,000  or 31.3% of average  total assets for 1994.  At year
end, the Bank had a liquidity ratio of 22.48%.

Interest  Rate  Sensitivity  Management:  The  primary  objectives  of the asset
liability  management  process  are to  provide a stable  net  interest  margin,
generate net  interest  income to meet the  Company's  earnings  objectives  and
manage balance sheet risks. These risks include liquidity risk, capital adequacy
and overall interest rate risk inherent in the Company's balance sheet. In order
to manage its interest rate sensitivity,  the Company has adopted policies which
attempt to limit the change in pre-tax  net  interest  income  assuming  various
interest  rate  scenarios.  This is  accomplished  by  adjusting  the  repricing
characteristics  of the  Company's  assets and  liabilities  as  interest  rates
change.   The  Company's  Asset  Liability   Committee  chooses   strategies  in
conformance  with its  policies  to achieve  an  appropriate  trade off  between
interest rate  sensitivity and the volatility of pre-tax net interest income and
net interest margin.
<PAGE>
The following table sets out the maturity and rate  sensitivity of the Company's
interest-earning  assets and interest  -bearing  liabilities  as of December 31,
1995. The cumulative interest  sensitivity gap ("gap") as reflected in the table
represents the difference between  interest-earning  assets and interest-bearing
liabilities  maturing or  repricing,  whichever is earlier,  at a given point in
time and is not necessarily indicative of the position on other dates.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                             0 - 30     31 - 90     3 - 6      6 - 12      1 - 5     More than
(In Thousands)                                Days        Days      Months     Months      Years      5 Years     Total
----------------------------------------------------------------------------------------- -------------------------------
Earning Assets:
<S>                                           <C>        <C>        <C>        <C>         <C>        <C>        <C>     
  Fed funds sold ..........................   $  7,600   $   --     $   --     $   --      $   --     $   --     $  7,600
  Deposit accounts with other banks .......         51       --         --         --          --         --           51
  Securities: (3)
    U.S. Treasury .........................       --         --         --         --          --         --
    U.S. government agencies ..............       --       15,511     14,403        500        --           27     30,441
    Municipals ............................       --         --          220        691        --          390      1,301
    Corporate bonds (6) ...................       --          701        703       --          --         --        1,404
  Loans: (1)
    Commercial-fixed ......................        609      1,843        806      1,735       2,754        167      7,914
    Commercial-variable(2) ................     14,792       --         --         --          --         --       14,792
    Real estate-fixed .....................         71        195        332        154         999         51      1,802
    Real estate-variable ..................     21,464       --         --         --          --         --       21,464
    Installment (4) .......................         22         10         62         88       1,270       --        1,452
                                              --------   --------   --------   --------    --------   --------   --------
  Total loans .............................   $ 36,958   $  2,048   $  1,200   $  1,977    $  5,023   $    218   $ 47,424
                                              --------   --------   --------   --------    --------   --------   --------
  Total assets ............................   $ 44,609   $ 18,260   $ 16,526   $  3,168    $  5,023   $    635   $ 88,221
                                              ========   ========   ========   ========    ========   ========   ========
Source of Funds:
  Deposits:
    Interest-bearing demand deposits ......     13,913       --         --         --          --         --       13,913
    Time deposits greater than
    $100,000 ..............................      3,719      3,004      5,923     10,554       1,660       --       24,860
    Time deposits less than
    $100,000 ..............................      1,058      1,479      3,696      2,389       2,088       --       10,710
    Passbook time deposits-variable .......      8,236       --         --         --          --         --        8,236
    Savings (5) ...........................       --        9,542       --         --          --         --        9,542
                                              --------   --------   --------   --------    --------   --------   --------
  Total deposits ..........................   $ 26,926   $ 14,025   $  9,619   $ 12,943    $  3,748   $   --     $ 67,261
                                              --------   --------   --------   --------    --------   --------   --------
  Total liabilities .......................   $ 26,926   $ 14,025   $  9,619   $ 12,943    $  3,748   $   --     $ 67,261
                                              ========   ========   ========   ========    ========   ========   ========
  Gap .....................................   $ 17,683   $  4,235   $  6,907   $ (9,775)   $  1,275   $    635   $ 20,960
                                              --------   --------   --------   --------    --------   --------   --------
  Cumulative interest sensitivity gap .....   $ 17,683   $ 21,918   $ 28,825   $ 19,050    $ 20,325   $ 20,960   $ 20,960
-------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Non-accruing loans not yet charged off are included in the loan balance.
(2)  Overdrafts are not included in the loan balance.
(3)  Securities are stated at amortized cost.
(4)  Credit Cards are not included in the loan balance.
(5)  IRA's and Christmas Club accounts are not included in the balance.
(6)  FRB stock is not included in the balance.
</FN>
</TABLE>

The gap is considered positive when the amount of interest rate sensitive assets
which  reprice  over a given time period  exceeds  the amount of  interest  rate
sensitive  liabilities which reprice over the same time period and is considered
negative when the reverse is true.  During a period of rising  interest rates, a
positive gap tends to result in increased  net interest  income while a negative
gap would have an adverse affect on net interest  income.  As illustrated by the
table, the Company  maintained a positive gap at December 31, 1995. The Company,
therefore,  was asset  sensitive and was  positioned  for increased net interest
income given a rise in interest rates in 1995. The degree of positive gap is not
so large that a  significant  detrimental  impact  would  result  from stable or
declining interest rates.

BALANCE SHEET ANALYSIS

Cash and Due from  Banks:  Average  cash and due from  banks for the year  ended
December  31,  1995 was  $3,972,362,  down 9.7% from the prior  year  average of
$4,399,198 due to increased loan activity and lower cash balance requirements.
<PAGE>
Securities: The fair value of available-for-sale  securities totaled $12,926,352
at  December  31,  1995,  as compared to  $21,231,071  at the end of 1994,  with
balances averaging approximately $ 17,650,000 and $17,422,000, respectively. The
decrease in available-for-sale  securities was primarily due to investments that
matured  during the year.  New  securities  purchased in 1995 were placed in the
held-to-maturity category due to the Banks intent to hold these funds until they
mature. One available-for-sale  security was sold in 1995 resulting in a loss of
$17,000.

The Company's short-term investments, consisting of securities
available-for-sale and federal funds sold averaged approximately $22,649,000 for
1995, compared to approximately $23,085,000 for 1994. These investments amounted
to $20,526,352 at year-end 1995,  compared to $24,031,071 for 1994. In 1995, the
securities  portfolio  consisted primarily of U.S. government agency securities,
municipals  and  corporate   bonds.   In  1995,   federal  funds  sold  averaged
approximately  $4,999,000 as compared to  approximately  $5,663,000 in 1994. The
amortized  cost of  held-to-maturity  securities  totaled  $20,351,537  in 1995,
compared to $11,797,037 in 1994.

The  following  table shows the  amortized  cost (book  value) of the  Company's
portfolio of available-for-sale and held-to-maturity  securities for the periods
ending 1995 and 1994:

--------------------------------------------------------------------------------
At December 31,  (In Thousands)             1995          1994
--------------------------------------------------------------------------------
Available-for-sale:
    U. S. Treasury ...................   $        --   $ 1,996,348
    U. S. government agencies ........    12,188,734    16,187,511
    States & political subdivisions ..       605,656     2,281,382
    Corporate bonds and other ........        55,350     1,419,755
--------------------------------------------------------------------------------
        Total ........................   $12,849,740   $21,884,996
--------------------------------------------------------------------------------
Held-to-maturity:
    U. S. Treasury ...................   $        --   $        --
    U. S. government agencies ........    18,252,276     7,695,521
    States & political subdivisions ..       695,578     1,328,028
    Corporate bonds and other ........     1,403,683     2,773,488
--------------------------------------------------------------------------------
        Total ........................   $20,351,537   $11,797,037
--------------------------------------------------------------------------------

The  following  tables show the  amortized  cost (book value) and  maturities of
securities at December 31, 1995 and the weighted average yields (1).

<TABLE>
<CAPTION>

Securities/Maturities - December 31, 1995

                                                                      After 1 but            After 5 but
                                               Within 1 year         Within 5 Years         Within 10 Years         After 10 Years
                                               -------------         --------------         --------------          --------------
                                             Amount      Yield      Amount      Yield      Amount      Yield      Amount      Yield

<S>                                        <C>           <C>      <C>           <C>      <C>            <C>      <C>          <C>   
Available-for-sale:
    U. S. Treasury .....................   $     --       --      $     --       --      $     --        --     $     --        --
    U.S. government agencies ...........    2,200,160    4.56%     2,246,917    6.59%      7,741,657    6.87%         --        --
    States & political subdivisions(2)..      215,086    6.48%          --       --            --        --         390,570   13.55%
    Corporate bonds (2)(3)..............         --       --            --       --            --        --           --        --
                                           ----------    -----    ----------    -----    -----------    -----    ----------    -----
        Total ..........................   $2,415,246    4.70%    $2,246,917    6.59%    $ 7,741,657    6.87%    $  390,570   13.55%
                                           ==========    ====     ==========    ====     ===========    ====     ==========   =====
Held-to-maturity:
    U. S. Treasury .....................   $     --               $     --               $     --                $    --
    U.S. government agencies ...........       31,647    7.50%     2,584,291    8.38%     13,279,388    7.36%     2,356,950    8.14%
    States & political subdivisions(2)..      695,578    5.10%          --       --            --       --            --        --
    Corporate bonds (2).................    1,403,683    4.64%          --       --            --       --            --        --
                                           ----------    -----    ----------    -----    -----------    -----    ----------    -----

        Total ..........................   $2,130,908    4.80%    $2,584,291    8.38%    $13,279,388    7.36%    $2,356,950    8.14%
                                           ==========    ====     ==========    ====     ===========    ====     ==========    =====
(1)  Yields are calculated on a tax equivalent basis using the Federal statutory rate of 34%.
(2)  There were no securities which exceeded 10% of stockholders' equity.
(3)  Federal Reserve Stock not included in balance.
</TABLE>
<PAGE>
Loan Composition:  The loan portfolio  totaled  $46,519,819 at December 31, 1995
with a 1.1%  decrease  over  $47,043,601  in 1994.  There was a shift  from real
estate mortgage loans to commercial and real estate construction loans. Consumer
loans  declined  by  over   $1,000,000  due  to   recessionary   influences  and
competition.  Commercial  real estate  mortgages  declined  due to  refinancings
because of lower  interest  rates.  Significant  gains were shown in real estate
construction.  The  provision  for loan losses  increased  primarily  due to the
condition of the dairy industry.

The composition of the Bank's loan portfolio as of December 31, is as follows:

--------------------------------------------------------------------------------
                                             Percentage               Percentage
                                              of Total                 of Total
                                   1995        Loans          1994      Loans
--------------------------------------------------------------------------------
Commercial, financial and
  agricultural..............   $22,755,013      47.30%    $20,991,617     43.70%
Real Estate - construction .     9,175,475      19.10%      7,352,440     15.30%
Real Estate - mortgage .....    14,090,502      29.30%     16,610,145     34.50%
Installment loans to
  individuals...............     2,073,749       4.30%      3,101,692      6.50%
                               -----------     ------     -----------    ------
                               $48,094,739     100.00%    $48,055,894    100.00%
                                               ======                    ====== 
Unearned discount ..........       (80,189)                  (167,027)
Allowance for possible
  loan losses...............    (1,219,304)                  (599,422)
Deferred loan fees .........      (275,427)                  (245,844)
                               -----------                -----------
    Loans, net .............   $46,519,819                $47,043,601
                               ===========                ===========
--------------------------------------------------------------------------------
(1)  There were no lease financing or foreign loans

Loan maturities as of December 31, 1995 are as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                     RE          RE
                                                       Comc'l       Comc'l          Const.      Const.          Other       Other
                                         Total         Fixed       Variable         Fixed      Variable         Fixed      Variable
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>           <C>           <C>          <C>        
One year or less .................    $19,460,770   $ 5,058,370   $ 5,634,051   $   184,338   $ 4,018,760   $   943,065  $ 3,622,186
After one year through
  five years .....................     26,553,441     2,855,720     8,395,616             0     4,972,377     2,075,514    8,254,214
After five years .................      2,080,528             0       811,256             0             0        51,099    1,218,173
                                      -----------   -----------   -----------   -----------   -----------   -----------  -----------
    Total ........................    $48,094,739   $ 7,914,090   $14,840,923   $   184,338   $ 8,991,137   $ 3,069,678  $13,094,573
                                      ===========   ===========   ===========   ===========   ===========   ===========  ===========
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Bank's customers are primarily  located in Stanislaus County and San Joaquin
County.  Approximately  48%  of  the  Bank's  loans  are  for  real  estate  and
construction  and  approximately  47%  of  the  Bank's  loans  are  for  general
commercial uses including professional, retail, agricultural and small business.
Generally  real estate  loans are secured by real  property and  commercial  and
other  loans are  secured by funds on  deposit,  business  or  personal  assets.
Repayment is generally  expected  from the proceeds of the sales of property for
real estate  construction  loans,  and from cash flows of the borrower for other
loans.

Neither  the  Bank  or  the  regulators  have  placed  any  limitations  on  the
composition of the Bank's loan portfolio.  There were no concentrations of loans
exceeding 10% of total loans which were not otherwise disclosed as a category of
loans in the above table.  Unsecured loans are not a significant  portion of the
loan portfolio depicted in the above table. There were no other interest bearing
assets at the end of the period.
<PAGE>
The Bank has collateral  management policies in place so that collateral lending
of all types is on a basis  which it  believes  is  consistent  with  regulatory
lending  standards.  Valuation  analyses are utilized to take into consideration
the  potentially   adverse  economic   conditions  under  which  liquidation  of
collateral could occur. It is generally the Bank's policy to fully collateralize
all loans with  loan-to-value  ratios  determined  on an  individual  loan basis
taking into account the  financial  stability of each borrower and the value and
type of the collateral.

Allowance  for Loan  Losses:  The  provision  for  loan  losses  is  based  upon
management's  evaluation  of the  adequacy of the existing  allowance  for loans
outstanding.  These evaluations take into  consideration such factors as changes
in the nature and  volume of the  portfolio,  overall  portfolio  quality,  loan
concentrations,  specific loan problems and current economic conditions that may
affect  the  borrower's  ability  to repay.  The  allowance  for loan  losses is
increased by provisions  charged to expense and reduced by loan  charge-offs net
of  recoveries.  Early  recognition  of  problem  credits is  critical  to avoid
shortages in the allowance.  The allowance for loan losses totaled $1,219,304 or
2.54% of total gross loans at December 31, 1995 compared to $599,422 or 1.25% at
December 31, 1994 and  $807,543 or 1.84% at December  31, 1993.  The increase in
the allowance in 1995 was primarily a response to the current state of the dairy
industry which has somewhat  deteriorated  in recent  months.  One dairy loan in
particular  accounts for a significant portion of the increase to the allowance.
The decrease in the  allowance in 1994 over 1993  generally  corresponds  to the
decrease in total charge offs over the previous years.

The provision for loan losses is a product of the Bank's allowance for loan loss
methodology that reflects the potential losses in the loan portfolio. The Bank's
conservative lending philosophy allows this provision to be quite manageable. Of
particular  importance  is the three year trend of  decreasing  net  charged off
loans which reflects  strong  management of the loan  portfolio.  Loans totaling
$112,366  were  charged  off during the period and  $108,234  was  collected  in
recoveries.  Loans  charged off totaled  $563,719 in 1994 and  $644,965 in 1993,
while  recoveries  totaled $163,848 and $220,812  respectively.  As a percent of
average loans  outstanding  during the year, net loans charged off were .009% in
1995, .88% in 1994 and .91% in 1993.

The following table summarizes the loan loss experience of the Company for 1995,
1994 and 1993:

--------------------------------------------------------------------------------
                                             1995          1994          1993
--------------------------------------------------------------------------------
Balance at January 1 .......             $  599,422    $  807,543    $  589,696
Charge Offs:
  Commercial, financial and
    agricultural............                             (357,634)     (301,781)
  Real Estate-construction..                                           (238,211)
  Real Estate-mortgage......                             (163,896)     ( 25,072)
  Installment loans
    to individuals..........               (112,366)     ( 42,189)     ( 79,901)
                                         -----------   -----------   -----------
       Total Charge Offs                   (112,366)     (563,719)     (644,965)
 
Recoveries:
  Commercial, financial and
    agricultural............                  1,390         3,448        88,328
  Real Estate-construction..                 80,425        80,436         6,868
  Real Estate-mortgage......                  2,200        60,292       100,083
  Installment loans
    to individuals..........                 24,219        19,672        25,533
                                         ----------    ----------    ----------
       Total Recoveries                     108,234       163,848       220,812

Net charge offs ............               (  4,132)     (399,871)     (424,153)

Additions charged to                                                           
  operations ...............                624,014       191,750       642,000
                                         ----------    ----------    ---------- 
Balance at December 31, ....             $1,219,304    $  599,422    $  807,543
                                         ==========    ==========    ==========
Ratio of net charge-offs
during period to average
loans outstanding ..........               .009%          .879%          .906%
--------------------------------------------------------------------------------
<PAGE>
The  following  table sets  forth the  allocation  for loan  losses to each loan
category and the  percentage  of each loan  category to total loans for the past
two  years.  The  allocation  of the  allowance  for loan  losses  should not be
interpreted  as an indication  that  charge-offs  will occur in these amounts or
that the allocation indicates future charge-off trends. Furthermore, the portion
allocated  to each loan  category is not the total amount  available  for future
losses that might occur within such categories.

--------------------------------------------------------------------------------
                                      1995                 1994
--------------------------------------------------------------------------------
                                         Percentage             Percentage
                                          of Loans               of Loans
                                          in each                in each
                                        Category to            Category to
                                           Total                  Total
                              Allowance    Loans    Allowance     Loans
--------------------------------------------------------------------------------
Commercial, financial and
  agricultural ..........   $  599,783     47.30%   $  295,212    43.68%
Real Estate-construction.      262,944     19.10%       96,601    15.30%
Real Estate-mortgage ....      313,455     29.30%      147,491    34.56%
Installment loans to                                            
  individuals ...........       43,122      4.30%       60,118     6.46%
Unallocated                          -                       -
--------------------------------------------------------------------------------
     Total Reserves .....   $1,219,304    100.00%   $  599,422   100.00%
--------------------------------------------------------------------------------

Total loans classified for regulatory purposes as loss,  doubtful,  substandard,
or special mention (including  nonaccrual loans and troubled debt restructuring)
at December 31, 1995 and 1994 were  $9,189,084 and $2,111,775  respectively.  Of
the total classified none of the loans were classified as doubtful at the end of
1995, and $42,238 were classified doubtful at the end of 1994. Management is not
aware of any other  material  credit which there is serious doubt  regarding the
ability to repay  other  than those  reflected  in  classified  loans and in the
allowance for possible loan losses.

Impaired  Loans:  In May 1993, the Financial  Accounting  Standards Board (FASB)
issued  Statement  of  Financial  Accounting  Standards  (SFAS) No. 114 entitled
"Accounting by Creditors for Impairment of a Loan". This statement, which became
effective January 1, 1995, requires that impaired loans, as defined, be measured
based on the present  value of  expected  future  cash flows  discounted  at the
loan's  effective  interest  rate or, as a  practical  expedient,  at the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  The Bank  adopted  and  implemented  SFAS No.  114 as of
January 1, 1995.

Impaired loans totaled  $2,840,637 at December 31, 1995, of which  $1,146,080 is
the result of a troubled debt restructuring.  The average investment in impaired
loans during 1995 was  approximately  $1,572,000.  The total allowance for loans
losses  relating to these loans was $334,981.  Total cash  collected on impaired
loans  during 1995  approximated  $78,800,  of which  $6,300 was credited to the
principal  balance  outstanding,  and $72,500 was recognized as interest income.
Interest   income  that  would  have  been  recognized  on  impaired  loans  was
approximately $210,000 for the year ended December 31, 1995.

A loan is considered  impaired when, based on current information and events, it
is probable  that a creditor will be unable to collect all amounts due according
to the  contractual  terms of the loan  agreement.  Amounts due according to the
contractual  terms  include  both  principal  and  interest.   The  Company  has
determined  that the  definition of impaired loans will include any loans placed
on nonaccrual  status and any loans which have had a modification of terms under
troubled  debt  restructuring.  Loans in the amount of  $300,000 or more will be
evaluated individually.  Large groups of smaller-balance homogenous loans, under
$300,000,  will be evaluated on a composite basis using historical data, such as
average  recovery  period and average amount  recovered,  along with a composite
rate of  interest as a means of  measuring  for  impairment.  Loans that are not
evaluated individually will be grouped together by similar risk characteristics.
The following  categories will be grouped  together:  Agricultural,  Commercial,
Real Estate Construction, Residential Real Estate, Consumer, and Commercial Real
Estate loans.
<PAGE>
Loan  impairment is measured by estimating the present value of expected  future
cash flows  discounted at the loan's  effective  interest  rate,  its observable
market  price,  or the  fair  value  of  collateral  if the  loan is  collateral
dependent.  When it has been  substantiated that a loss is evident and should be
recognized,  the impaired  loan will be charged off. The recorded  investment in
these  loans  and the  valuation  allowance  for  loan  losses  related  to loan
impairment are as follows:

---------------------------------       ----------------------------------------
December 31,                1995        December 31,                      1995
---------------------------------       ----------------------------------------
Principal amount                        Valuation allowance at
  of impaired loans   $ 2,840,637         beginning of period      $          -
Accrued interest              267       Net charges to operations
Deferred loan costs         1,408         for impairment                334,981
                    -------------       Direct write-downs                    -
                        2,842,312       Recoveries                            -
Less valuation                                                     ------------
  allowance               334,981       Valuation allowance at
                    -------------         end of period            $    334,981
Total carrying                                                     ============
  value               $ 2,507,331
                    =============
---------------------------------       ----------------------------------------


Non-Accrual  Loans,  Restructured  Loans  and  Real  Estate  Owned:  Information
regarding  non-accrual loans, past due loans and restructured loans is presented
below.

--------------------------------------------------------------------------------
At December 31,                             1995                 1994
--------------------------------------------------------------------------------
Non-accrual loans:
    Commercial loans .............     $  1,200,342          $           -
    Real estate loans ............          494,214                      -
    Consumer loans ...............                -                 10,267
                                       ------------          -------------
        Total non-accrual loans ..     $  1,694,556          $      10,267
--------------------------------------------------------------------------------
Loans past due 90 days or more
  still accruing interest ........                -                  1,003
--------------------------------------------------------------------------------
Troubled debt restructuring ......     $  1,146,080          $           -
--------------------------------------------------------------------------------

Non-accrual  loans at  year-end  amounted  to  $1,694,556,  up from  $10,267  at
December 31,  1994.  One large  agricultural/commercial  loan makes up the major
portion of the  non-accrual  loans.  Gross interest  income that would have been
recorded  for  non-accrual  loans if loans had been current in  accordance  with
original  terms  and  had  been  outstanding  throughout  the  period  or  since
origination for 1995 and 1996 was $115,869 and $1,187 respectively. There was no
interest  income  included in net income for the period for  non-accrual  loans.
There were no loans past due 90 days or more which were still accruing interest.

Management  is  constantly  aware  of  the  need  for  maintaining  high  credit
standards.  The Company is not involved in foreign lending and is not engaged in
high yield,  high risk loans. A loan is placed on nonaccrual  status when either
principal or interest is in default for 90 days more, or when  external  factors
indicate that payment in full of principal and interest  appears unlikely unless
the loan is well secured and in the process of collection. When a loan is placed
on nonaccrual status,  all interest  previously accrued but uncollected shall be
reversed against the appropriate  income account.  In most cases, if the loan is
rated  substandard  or better,  payments  shall be applied to interest first and
then principal  provided no loss is anticipated.  If a loss is anticipated,  all
payments shall be applied to principal first and then interest. When one loan of
a customer is placed on nonaccrual  status related  borrowings will be evaluated
as to whether they should also be placed on nonaccrual status.  Nonaccrual loans
will be restored to an accruing  status when principal and interest is no longer
past due and  unpaid,  or the loan  otherwise  becomes  well  secured and in the
process of collection.
<PAGE>
A troubled debt restructuring occurs when the Bank for economic or legal reasons
related to the  debtor's  financial  difficulties,  grants a  concession  to the
debtor that it would not ordinarily  consider.  Troubled debt  restructuring can
occur in a variety of forms,  such as  transferring  assets in a full or partial
settlement of the debt,  issuing debt, or modifying terms including reducing the
stated  interest rate,  extending  maturity  dates,  reducing the face amount or
maturity of the debt, or reducing accrued interest.  Restructured  loans totaled
$1,146,080 at December 31, 1995. There were no restructured  loans at the end of
1994. All restructured loans were current as to principal and interest.

Foreclosed real estate owned includes real estate acquired through  foreclosure,
or by obtaining a deed in lieu of foreclosure.  Real estate properties  acquired
through  foreclosure  are  initially  recorded  at  fair  value  at the  date of
foreclosure  establishing a new cost basis.  After  foreclosure,  valuations are
periodically  performed  and the real estate is carried at the lower of (1) cost
or (2) fair market value minus  estimated costs to sell.  Total  foreclosed real
estate was $856,167 at December 31, 1995,  this  consisted of three  properties,
two of which represented bare land. The third property is a condominium  complex
consisting  of eight units which were  completed and placed in service as rental
units by the Bank. The valuation allowance at the end of 1995 totaled $295,567.

-------------------------------------------------------------------------------
                                            1995           1994
-------------------------------------------------------------------------------
Real estate owned:
  Foreclosed assets                     $    856,167   $  1,197,025
  Less valuation allowance                   295,567        257,644
                                        ------------   ------------
     OREO, net                          $    560,600   $    939,381
-------------------------------------------------------------------------------

FUNDING SOURCES

Deposits:  Total deposits amounted to $84,839,377 at December 31, 1995, compared
to $80,220,761 at the end of 1994, and increase of 5.8%. Average deposits during
the year increased 4.2%,  averaging  approximately  $81,579,000 and $78,305,000,
respectively, for 1995 and 1994.

Non-interest bearing demand deposits averaged approximately $12,786,000 in 1995,
compared  to   $12,072,000  in  1994.   Interest   bearing   deposits   averaged
approximately  $68,793,000 in 1995, an increase of 3.9%, or $2,560,000  from the
average for 1994.

-------------------------------------------------------------------------------
                                          1995                   1994

                                  Average     Average     Average      Average
                                  Balance      Rate       Balance        Rate
-------------------------------------------------------------------------------
Interest bearing deposits
         Checking accounts     $ 14,368,972    2.12%   $ 16,753,519      2.13%
         Savings                 21,271,869    3.91%     13,588,857      3.93%
         Time deposits (1)       33,152,076    5.59%     35,891,313      4.75%
Non-interest bearing deposits    12,786,029              12,071,705
-------------------------------------------------------------------------------
 (1)  Included at December 31, 1995 are $24,859,848 in time certificates of 
      $100,000 or more, of which $6,722,445 matures in 3 months or less, 
      $5,923,039 matures in 3 to 6 months, $10,553,604 matures in 6 to 12 
      months, and $1,660,760 matures in more than 12 months.

Other  Borrowings:  There were no other  borrowings  as of December  31, 1995 or
December 31, 1994.
<PAGE>
Capital:  Retained  earnings from  operations has been the primary source of new
capital for the  Company.  As of December  31,  1995,  stockholders'  equity was
$9,771,029,  compared to  $8,747,535  at year-end  1994.  Risk-adjusted  capital
guidelines,  issued by bank regulatory agencies, assign risk weighting to assets
and off-balance sheet items and place increased  emphasis on common equity.  The
guidelines  require  adequately  capitalized  institutions  to maintain a Tier I
(core)  capital  ratio of 4% and a combined  Tier I and Tier II capital ratio of
8%.  Institutions  whose Tier I and total  capital  ratios meet or exceed 6% and
10%,  respectively,  are deemed to be well capitalized.  For the Company, Tier I
capital   consists  of  common   stockholders'   equity.   In  addition  to  the
risk-weighted  ratios, all banks are expected to maintain leverage ratios, to be
determined on an individual  basis, but not below a minimum of 3%. This ratio is
defined as Tier I capital to average  total assets for the most recent  quarter.
At December 31, 1995, the Company  exceeded its capital  requirements.  Based on
the guidelines,  the Bank's Tier I and combined Tier I and Tier II risk-weighted
ratios at December 31, 1995 were as follows:

-------------------------------------------------------------------------------
                               Minimum       1995       1994       1993
-------------------------------------------------------------------------------
Risk Based Capital Ratio        8.00%       18.14%     15.47%     14.22%
Tier I Ratio                    4.00%       16.88%     14.49%     13.43%
Leverage Ratio                  3.00%       10.02%      9.92%      9.65%
-------------------------------------------------------------------------------

                        SELECTED STATISTICAL INFORMATION

FINANCIAL RATIOS

The following  table shows key financial  ratios for the Company for 1995,  1994
and 1993:

-------------------------------------------------------------------------------
                                                    1995       1994       1993
-------------------------------------------------------------------------------
Net income as a percentage of:
    Average stockholders' equity ................   8.73%      9.18%      9.43%
    Average total assets ........................    .93%       .94%       .93%
    Average earning assets ......................   1.01%      1.01%      1.02%
Stockholders' equity at year-end
as a percentage of:
    Total assets at year-end ....................  10.29%      9.81%     10.05%
    Net loans at year-end .......................  21.00%     18.60%     20.19%
    Total deposits at year-end ..................  11.52%     10.90%     11.19%
Average stockholders' equity as
a percentage of:
    Average assets ..............................  10.69%     10.19%      9.86%
    Average loans ...............................  20.61%     19.67%     17.92%
    Average deposits ............................  12.08%     11.42%     11.01%
-------------------------------------------------------------------------------

PROPERTIES

Manteca  Branch - In 1981 the Bank  acquired the  property  located at 611 North
Main  Street , for  $308,000.  The  Company's  headquarters  and  administrative
offices  are also  located  there.  The  property  consists  of 2.4  acres and a
building of approximately 13,000 square feet. On December 31, 1987, the property
was transferred to the Company.

Riverbank  Branch - Prior to 1995, the Bank leased the facility  located at 3300
Santa Fe in Riverbank, California. Under the terms of the lease which expired in
1995 the Bank pays  $2,332 per  month.  The Bank did not renew the lease in 1995
and is currently  renting on a month to month basis.  Land was  purchased by the
Bank in 1995 for the purpose of building a new Riverbank facility.  The facility
is projected to be open by the end of 1996 or beginning of 1997.

Denair  Branch - The Bank  currently  leases the  facility  located at 4701 Main
Street, Denair, California. Under the terms of the lease the Bank currently pays
$3,100. The lease expires in the year 2008.

Modesto Branch - The Bank currently  leases the facility located at 1901 McHenry
Ave, Modesto,  California.  Under the terms of the lease the Bank currently pays
$1,721. The lease expires in the year 2000 with one ten year option available.
<PAGE>
LEGAL PROCEEDINGS

Except for minor and usual  collection  litigation  there are no pending  claims
against the company,  or its subsidiary  which in counsel's  reasonable  opinion
will result in a substantial loss.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted  during the fourth  quarter of the fiscal  year
covered by this report to a vote of security holders through the solicitation of
proxies or otherwise.


MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's  common stock is listed with A. G.  Edwards, Inc. The Company's
stock is not listed with the National Association of Securities Dealers
automated quotations system.  There has been a limited trading market in the
stock.

The following  table states the high and low sales prices of the Company's stock
for all quarters in 1995 and 1994:

------------------------------------------------------------------------------
                                       1995                1994
------------------------------------------------------------------------------
                                 High       Low          High       Low

First Quarter ..........       $  17.50  $  16.50     $  16.75   $  16.00

Second Quarter ..........         17.00     16.75        17.00      16.50

Third Quarter ...........         19.50     19.00        16.75      16.50

Fourth Quarter ..........         21.00     19.50        16.75      16.50
------------------------------------------------------------------------------


There can be no assurance that an established public market for the common stock
will develop and the Company  presently  has no intention to seek the listing of
the common  stock on any  Securities  Exchange or  quotation on the NASDAQ inter
dealer quotation system, in the foreseeable future.

As of December,  1995,  the Company had  approximately  321 holders of record of
Delta National  Bancorp Stock.  The shareholders of the Company will be entitled
to receive dividends when and as declared.

The following table shows the dividends declared and paid by the Company for the
years 1995, 1994 and 1993:

------------------------------------------------------------------------------
                                       1995          1994          1993
------------------------------------------------------------------------------
Cash Dividends Paid ............... $ 263,747     $ 263,747     $ 263,747
Dividend payout ratio .............    30.67%        32.11%        33.32%
Book value at year end ............ $   25.93     $   23.22     $   22.82
Market price/book value at year end    80.99%        72.13%        70.42%
------------------------------------------------------------------------------


  <PAGE>


                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                      DELTA NATIONAL BANCORP AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                             1995           1994


                                                                                        ------------   ------------
<S>                                                                                     <C>            <C>         
Cash and due from banks .............................................................   $  4,330,351   $  3,348,915
Federal funds sold ..................................................................      7,600,000      2,800,000
                                                                                        ------------   ------------
       Total cash and cash
           equivalents (notes A11 and B) ............................................     11,930,351      6,148,915

Interest-bearing deposits in banks ..................................................         51,043           --
Securities available-for-sale (notes A4 and C) ......................................     12,926,352     21,231,071
Securities held-to-maturity (notes A3 and C) ........................................     20,351,537     11,797,037
Loans, net (notes A5, A6, and D) ....................................................     46,519,819     47,043,601
Property and equipment (notes A7 and E) .............................................      1,342,500        902,405
Interest receivable and other assets (notes A8, F and J) ............................      1,802,731      2,065,995
                                                                                        ------------   ------------

                                                                                        $ 94,924,333   $ 89,189,024
                                                                                        ============   ============

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
    Demand - non interest-bearing ...................................................   $ 15,980,639   $ 13,214,461
    Demand - interest-bearing .......................................................     13,912,667     15,114,308
    Regular savings .................................................................     19,375,825     17,815,121
    Time, under $100,000 (note G) ...................................................     10,710,398     12,535,049
    Time, $100,000 and over (note G) ................................................     24,859,848     21,541,822
                                                                                        ------------   ------------

           Total deposits ...........................................................     84,839,377     80,220,761

Accrued interest and other liabilities ..............................................        313,927        220,728
                                                                                        ------------   ------------

           Total liabilities ........................................................     85,153,304     80,441,489

Stockholders' equity
    Common stock, no par value
       Authorized - 5,000,000 shares
       Issued and outstanding - 376,782 shares ......................................      3,531,886      3,531,886
    Retained earnings ...............................................................      6,194,358      5,598,228
    Net unrealized appreciation (depreciation)
       on securities available-for-sale, net of tax of
       $31,827 and $271,346 at December 31,
       1995 and 1994, respectively (note C) .........................................         44,785       (382,579)
                                                                                        ------------   ------------

           Total stockholders' equity ...............................................      9,771,029      8,747,535
                                                                                        ------------   ------------

                                                                                        $ 94,924,333   $ 89,189,024
                                                                                        ============   ============
</TABLE>

        The accompanying notes are an integral part of these statements.
                                                                  
<PAGE>


                      DELTA NATIONAL BANCORP AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF EARNINGS

                             Year ended December 31,

                                               1995         1994         1993
                                            ----------   ----------   ----------
Interest income
   Interest and fees on loans ...........   $5,564,417   $4,889,682   $4,960,279
   Securities available-for-sale ........    1,023,444    1,004,370         --
   Securities held-to-maturity ..........      976,537      474,260         --
   Investment securities ................         --           --      1,477,263
   Federal funds sold ...................      300,467      243,408      122,576
   Interest-bearing deposits in banks ...          215           50          148
                                            ----------   ----------   ----------

      Total interest income .............    7,865,080    6,611,770    6,560,266

Interest expense on deposits (note I) ...    3,018,513    2,310,192    2,280,609
                                            ----------   ----------   ----------

      Net interest income ...............    4,846,567    4,301,578    4,279,657

Provision for loan losses ...............      624,014      191,750      642,000
                                            ----------   ----------   ----------

      Net interest income after
        provision for loan losses .......    4,222,553    4,109,828    3,637,657

Other income
   Service charges on deposits ..........      486,673      516,347      656,056
   Other ................................      188,004      176,301      250,531
                                            ----------   ----------   ----------

                                               674,677      692,648      906,587
                                            ----------   ----------   ----------
Other expenses
   Salaries and wages ...................    1,589,306    1,502,791    1,490,436
   Employee benefits ....................      307,076      222,797      242,256
   Occupancy and equipment ..............      673,222      586,905      525,680
   Data processing ......................       20,088       21,448       26,250
   Stationery and supplies ..............       84,328       91,022      103,784
   Professional fees ....................      155,132      137,757      136,655
   FDIC assessments .....................      129,117      207,213      206,864
   Other operating ......................      527,084      672,146      506,865
                                            ----------   ----------   ----------
                                             3,485,353    3,442,079    3,238,790
                                            ----------   ----------   ----------

      Earnings before income taxes ......    1,411,877    1,360,397    1,305,454

Income taxes (notes A9 and J) ...........      552,000      539,000      514,000
                                            ----------   ----------   ----------

      NET EARNINGS ......................   $  859,877   $  821,397   $  791,454
                                            ==========   ==========   ==========

Net earnings per share (note A10) .......   $     2.28   $     2.18   $     2.10
                                            ==========   ==========   ==========

        The accompanying notes are an integral part of these statements.
                                      

<PAGE>


                      DELTA NATIONAL BANCORP AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                       Three years ended December 31, 1995


<TABLE>
<CAPTION>
                                                                                                          

                                                                         Net change
                                                                        in available-
                                    Common stock          Retained        for-sale
                                Shares        Amount      earnings       securities        Total

<S>                              <C>       <C>           <C>            <C>            <C>  
Balances at
   January 1, 1993 .......       376,782   $ 3,531,886   $ 4,512,871    $      --      $ 8,044,757

Cash dividends
   paid ($.70 per share) .          --            --        (263,747)          --         (263,747)
 
Net changes in
   unrealized appreciation
   on available-for-sale
   securities ............          --            --            --           26,243         26,243

Net earnings .............          --            --         791,454           --          791,454
                             -----------   -----------   -----------    -----------    -----------

Balances at
   December 31, 1993 .....       376,782     3,531,886     5,040,578         26,243      8,598,707

Cash dividends
   paid ($.70 per share) .          --            --        (263,747)          --         (263,747)

Net changes in
   unrealized depreciation
   on available-for-sale
   securities ............          --            --            --         (408,822)      (408,822)

Net earnings .............          --            --         821,397           --          821,397
                             -----------   -----------   -----------    -----------    -----------

Balances at
   December 31, 1994 .....       376,782     3,531,886     5,598,228       (382,579)     8,747,535

Cash dividends
   paid ($.70 per share) .          --            --        (263,747)          --         (263,747)

Net changes in
   unrealized appreciation
   on available-for-sale
   securities ............          --            --            --          427,364        427,364

Net earnings .............          --            --         859,877           --          859,877
                             -----------   -----------   -----------    -----------    -----------

Balances at

   December 31, 1995 .....       376,782   $ 3,531,886   $ 6,194,358    $    44,785    $ 9,771,029
                             ===========   ===========   ===========    ===========    ===========

</TABLE>


         The accompanying notes are an integral part of this statement.


<PAGE>



                      DELTA NATIONAL BANCORP AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,
<TABLE>
<CAPTION>

                                                      1995            1994            1993
                                                  ------------    ------------    ------------

<S>                                               <C>             <C>             <C>  
Increase (decrease) in cash and
   cash equivalents

Cash flows from operating activities:
   Net earnings ...............................   $    859,877    $    821,397    $    791,454
      Adjustments to reconcile net
        earnings to net cash provided
        by operating activities
           Loss (gain) on sale of assets ......          6,654          (2,914)        (21,689)
           Provision for loan losses ..........        624,014         191,750         642,000
           Provision for depreciation and
             amortization .....................        467,219         340,759         328,042
           (Increase) decrease in interest
             receivable and other assets ......       (510,394)        669,121        (227,701)
           Increase (decrease) in interest
             payable and other liabilities ....         93,199          85,875        (395,232)
                                                  ------------    ------------    ------------

                 Net cash provided by
                   operating activities .......      1,540,569       2,105,988       1,116,874
                                                  ------------    ------------    ------------


Cash flows from investing activities:
   Net (increase) decrease in interest-
      bearing deposits in banks ...............        (51,043)          5,397            (148)
   Proceeds from sales of securities
      available-for-sale ......................        483,000            --              --
   Proceeds from maturities of securities
      available-for-sale ......................      8,485,510       2,547,296            --
   Proceeds from maturities of securities
      held-to-maturity ........................      4,253,496       6,529,093            --
   Proceeds from sales and maturities
      of securities ...........................           --              --         8,696,160
   Purchase of securities available-for-sale ..           --        (6,257,374)           --

   Purchase of securities held-to-maturity ....    (12,984,116)     (7,230,577)           --
   Purchase of securities .....................           --              --        (9,386,410)
   Net (increase) decrease in loans ...........       (100,233)     (5,012,193)      2,995,046
   Purchase of property and equipment .........       (707,079)       (280,859)       (259,131)
   Proceeds from sale of property and
      equipment ...............................          9,850          16,000            --
   Proceeds from sale of foreclosed
      real estate .............................        496,613         316,293         500,522
                                                  ------------    ------------    ------------

                 Net cash (used in) provided by
                   investing activities .......       (114,002)     (9,366,924)      2,546,039
                                                  ------------    ------------    ------------

</TABLE>

                                        

<PAGE>



                      DELTA NATIONAL BANCORP AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                             Year ended December 31,

<TABLE>
<CAPTION>

                                                         1995            1994             1993
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>  
Cash flows from financing activities:
   Net increase in demand deposit and
      savings accounts ...........................      3,125,241       3,233,049         696,138
   Net increase (decrease) in time deposits ......      1,493,375         159,377      (2,204,897)
   Cash dividends ................................       (263,747)       (263,747)       (263,747)
                                                     ------------    ------------    ------------

             Net cash provided by (used in)
                financing activities .............      4,354,869       3,128,679      (1,772,506)
                                                     ------------    ------------    ------------

Net increase (decrease) in cash and
   cash equivalents ..............................      5,781,436      (4,132,257)      1,890,407

Cash and cash equivalents at
      beginning of year ..........................      6,148,915      10,281,172       8,390,765
                                                     ------------    ------------    ------------

Cash and cash equivalents at
      end of year ................................   $ 11,930,351    $  6,148,915    $ 10,281,172
                                                     ============    ============    ============

Supplemental disclosures of cash flow information:
      Cash paid during the year for:
        Interest .................................   $  2,970,959    $  2,251,309    $  2,332,325
        Income taxes .............................   $    982,000    $    188,000    $    921,000

</TABLE>

      Noncash investing and financing activities:
        The Bank  foreclosed  on loans with balances of $375,051 and $821,973 in
        1994 and 1993,  respectively.  No loans were  foreclosed on during 1995.
        The Bank  recognized  an  increase  of $730,537 in the fair value of its
        available-for-sale  securities  for the year ended  December 31, 1995, a
        decline  of  $698,841  in  the  fair  value  of  its  available-for-sale
        securities  for the year ended  December  31,  1994,  and an increase of
        $44,916 in the fair value of its  available-for-sale  securities for the
        year ended December 31, 1993.








        The accompanying notes are an integral part of these statements.


                                      
<PAGE>


                      DELTA NATIONAL BANCORP AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1995, 1994 and 1993


NOTE A - SUMMARY OF ACCOUNTING POLICIES

   Delta National Bancorp (the Company) was  incorporated  under the laws of the
   State of California on December 21, 1981 for the purpose of serving as a bank
   holding  company  under the Bank Holding  Company Act of 1956.  The Company's
   wholly-owned  subsidiary,  Delta  National  Bank (the  Bank),  operates  as a
   commercial  bank in the cities of  Manteca,  Riverbank,  Denair and  Modesto,
   California.  Through its branches the Bank  provides  traditional  commercial
   banking services to individuals and small and medium-sized businesses located
   in the California  Central Valley.  The accounting and reporting  policies of
   the  Company  and  the  Bank  conform  with  generally  accepted   accounting
   principles and general practice within the banking industry.

   In preparing  financial  statements in  conformity  with  generally  accepted
   accounting   principles,   management  is  required  to  make  estimates  and
   assumptions  that affect the reported  amounts of assets and  liabilities and
   the  disclosure  of  contingent  assets  and  liabilities  at the date of the
   financial  statements and revenues and expenses  during the reported  period.
   Actual results could differ from those estimates.

   A summary of the significant  accounting  policies applied in the preparation
   of the accompanying financial statements follows.


   1.    Consolidation

   The consolidated  financial statements of the Company include the accounts of
   the Company and the Bank. Significant  intercompany  transactions and amounts
   have been eliminated.


   2.    Fair values of financial instruments

   The financial  statements include various estimated fair value information as
   of December 31, 1995,  as required by Financial  Accounting  Standards  Board
   Statement  107.  Such  information,  which  pertains to the Bank's  financial
   instruments, is based on the requirements set forth in Statement 107 and does
   not purport to represent the  aggregate net fair value of the Bank.  Further,
   the fair value estimates are based on various assumptions,  methodologies and
   subjective  considerations,  which  vary  widely  among  different  financial
   institutions and which are subject to change.

   Cash and cash equivalents: The carrying amounts reported in the balance sheet
   for cash and short-term instruments approximate those assets' fair values.


   Securities:  Fair values for  securities  are based on quoted market  prices,
   where available.  If quoted market prices are not available,  fair values are
   based on quoted market prices of comparable instruments. Securities purchased
   under repurchase agreements are carried at the contract price.

   Loans receivable: For variable-rate loans that reprice frequently and with no
   significant  change in credit risk, fair values are based on carrying values.
   The fair  values for other loans are  estimated  using  discounted  cash flow
   analyses, using interest rates currently being offered for loans with similar
   terms to borrowers of similar credit quality.  The carrying amount of accrued
   interest approximates its fair value.
<PAGE>
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

   Off-balance-sheet  instruments:  Fair values for the Bank's off-balance-sheet
   instruments  are  based  on fees  currently  charged  to enter  into  similar
   agreements, taking into account the remaining terms of the agreements and the
   credit standing of the counterparties.

   Deposit liabilities:  The fair values estimated for demand deposits (interest
   and  non-interest  checking,  passbook  savings,  and certain  types of money
   market accounts) are, by definition, equal to the amount payable on demand at
   the reporting date (i.e., their carrying  amounts).  The carrying amounts for
   variable-rate,  fixed-term  money market accounts and certificates of deposit
   approximate  their  fair  values  at the  reporting  date.  Fair  values  for
   fixed-rate certificates of deposit are estimated using a discounted cash flow
   calculation   that  applies   interest  rates   currently  being  offered  on
   certificates to a schedule of the aggregate  expected  monthly  maturities on
   time deposits.  The carrying amount of accrued interest payable  approximates
   its fair value.

   Short-term  borrowings:  The carrying  amounts of borrowings under repurchase
   agreements and other short term borrowings approximate their fair values.


   3.    Securities held-to-maturity

   Bonds,  notes and debentures  for which the Bank has the positive  intent and
   ability to hold to maturity are reported at cost,  adjusted for  amortization
   of premiums and accretion of discounts,  which are  recognized as adjustments
   to interest income over the period to maturity.


   4.    Securities available-for-sale

   Available-for-sale  securities  consist of bonds,  notes and  debentures  not
   classified as trading securities or held-to-maturity  securities.  Unrealized
   holding  gains and  losses,  net of tax,  are  reported  as a net amount in a
   separate component of stockholders'  equity until realized.  Gains and losses
   on the  sale  of  available-for-sale  securities  are  determined  using  the
   specific identification method. The amortization of premiums and accretion of
   discounts are recognized as adjustments to interest income over the period to
   maturity.


   5.    Loans

   Loans are  reported  at the  principal  amount  outstanding,  net of unearned
   income,  deferred  loan fees,  and the  allowance  for loan losses.  Unearned
   discounts on installment loans are recognized as income over the terms of the
   loans.  Interest on other loans is  calculated  by using the simple  interest
   method on the daily balance of the principal amount outstanding.

   Loan fees net of certain  direct  costs of  origination,  which  represent an
   adjustment to interest yield, are deferred and amortized over the contractual
   term of the loan.

   Loans on which the accrual of interest has been  discontinued  are designated
   as nonaccrual loans. Accrual of interest on loans is discontinued either when
   reasonable  doubt exists as to the full and timely  collection of interest or
   principal  or when a loan  becomes  contractually  past due by ninety days or
   more  with  respect  to  interest  or  principal.  When a loan is  placed  on
   nonaccrual  status,  all  interest  previously  accrued but not  collected is
   reversed against current period interest income. Income on such loans is then
   recognized  only to the  extent  that cash is  received  and where the future
   collection  of principal is probable.  Interest  accruals are resumed on such
   loans only when they are brought  fully  current with respect to interest and
   principal and when, in the judgment of management, the loans are estimated to
   be fully collectible as to both principal and interest.
<PAGE>
NOTE A - SUMMARY OF ACCOUNTING POLICIES - CONTINUED

   6.    Allowance for loan losses

   The  allowance  for loan losses is  established  through a provision for loan
   losses charged to expenses.  Loans are charged against the allowance for loan
   losses when management  believes that the  collectibility of the principal is
   unlikely.  The  allowance  is an  amount  that  management  believes  will be
   adequate  to absorb  losses  inherent in existing  loans and  commitments  to
   extend  credit,  based  on  evaluations  of  collectibility  and  prior  loss
   experience of loans and commitments to extend credit.  The  evaluations  take
   into  consideration  such  factors as changes in the nature and volume of the
   portfolio,  overall portfolio quality, loan concentrations,  specific problem
   loans,  commitments,  and  current  economic  conditions  that may affect the
   borrowers' ability to pay.


   In May 1993, the Financial Accounting Standards Board (FASB) issued Statement
   of Financial  Accounting  Standards  (SFAS) No. 114 entitled  "Accounting  by
   Creditors  for  Impairment  of a Loan".  This  statement,  which is effective
   January 1, 1995,  requires that impaired loans, as defined, be measured based
   on the present value of expected  future cash flows  discounted at the loan's
   effective  interest  rate  or,  as  a  practical  expedient,  at  the  loan's
   observable  market price or the fair value of the  collateral  if the loan is
   collateral  dependent.  The Bank adopted and  implemented  SFAS No. 114 as of
   January  1,  1995.  The  financial  impact  of  this  pronouncement  was  not
   significant.


   7.    Property and equipment

   Premises and equipment are stated at cost less  accumulated  depreciation and
   amortization.  Depreciation  and  amortization  are  provided  for in amounts
   sufficient to relate the cost of depreciable  assets to operations over their
   estimated service lives.  Leasehold improvements are amortized over the lives
   of the improvements or the terms of the related leases, whichever is shorter.
   The straight-line  method of depreciation is followed for financial reporting
   purposes, but accelerated methods are used for tax purposes.  Deferred income
   taxes have been provided for the resulting depreciation differences.


   8.    Foreclosed real estate

   Real estate properties acquired through foreclosure are initially recorded at
   fair value at the date of foreclosure,  establishing a new cost basis.  After
   foreclosure, valuations are periodically performed by management and the real
   estate is carried at the lower of (1) cost,  or (2) fair  market  value minus
   estimated  costs to sell. The net carrying value (included in other assets on
   the balance  sheet) of  foreclosed  real estate was  $560,600 and $939,381 at
   December  31,  1995  and  1994,  respectively.   Revenue  and  expenses  from
   operations and additions to the valuation  allowance (note F) are included in
   other expenses.

   9.    Income taxes

   Deferred tax assets and liabilities are reflected at currently enacted income
   tax  rates  applicable  to the  period in which the  deferred  tax  assets or
   liabilities are expected to be realized or settled. As changes in tax laws or
   rates are enacted,  deferred tax assets and liabilities are adjusted  through
   the provision for income taxes.
<PAGE>
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

   10.   Earnings per share

   Earnings per share amounts are computed on the basis of the weighted  average
   number of shares outstanding during each year. The weighted average number of
   shares outstanding for 1995, 1994 and 1993 was 376,782.


   11.   Cash and cash equivalents

   For purposes of the  statement  of cash flows,  the Bank  considers  due from
   banks and federal funds sold for one-day periods to be cash equivalents.


NOTE B - CASH AND DEPOSITS

   The Bank is required to maintain  reserves by the Federal  Reserve Bank.  The
   average   reserve   requirements   are  based  on  a  percentage  of  deposit
   liabilities.  The Bank has met or exceeded the average  reserve  requirements
   for the periods  presented in the  financial  statements.  In  addition,  the
   Federal  Reserve  requires the Bank to maintain a certain  minimum balance at
   all  times,  and such  requirement  was met by the Bank  during  the  periods
   presented in the financial statements.


NOTE C - SECURITIES

   Effective  December 31, 1993, the Bank adopted SFAS No. 115,  "Accounting for
   Certain  Investments  in Debt and Equity  Securities".  These  securities are
   classified into one of three categories: held-to-maturity, available-for-sale
   or trading.  Held-to-maturity  securities  are measured at amortized cost and
   available-for-sale  securities are measured at fair value. Unrealized holding
   gains and losses for available-for-sale securities are excluded from earnings
   and reported as a net amount in a separate component of stockholders'  equity
   until realized.

   Amortized  cost and estimated  fair values of debt  securities as of December
   31, 1995 are as follows:

<TABLE>
<CAPTION>
                                                                                     Gross         Gross        Estimated
                                                                      Amortized    Unrealized    Unrealized        Fair
                                                                        Cost         Gains         Losses          Value
                                                                     -----------   ----------    ----------     -----------

<S>                                                                  <C>           <C>           <C>            <C>        
Available-for-sale securities: 
  Obligations of other U.S.
    government agencies ..........................................   $12,188,734   $    14,960   $   (80,692)   $12,123,002
  Obligations of states and
    political subdivisions .......................................       605,656       142,415           (71)       748,000
  Corporate bonds and other ......................................        55,350          --            --           55,350
                                                                     -----------   -----------   -----------    -----------

  Total ..........................................................   $12,849,740   $   157,375   $   (80,763)   $12,926,352
                                                                     ===========   ===========   ===========    ===========

Held-to-maturity securities:
  Obligation of other U.S.
    government agencies ..........................................   $18,252,276   $   145,215   $    (2,931)   $18,394,560
  Obligation of states and
    political subdivisions .......................................       695,578          --          (1,918)       693,660
  Corporate bonds and other ......................................     1,403,683          --          (7,981)     1,395,702
                                                                     -----------   -----------   -----------    -----------

  Total ..........................................................   $20,351,537   $   145,215   $   (12,830)   $20,483,922
                                                                     ===========   ===========   ===========    ===========
</TABLE>
<PAGE>
NOTE C - SECURITIES

   As of December 31, 1995, approximately 61% of the Bank's securities portfolio
   consisted of Small Business Administration Guaranteed Loan Pool Certificates.
   Credit  risk  related  to  such  securities  is  greater  than  that  of U.S.
   Treasuries.

   Proceeds from sales of available-for-sale  securities were approximately
   $483,000 in 1995. Gross losses of $17,000 were realized on these sales.

   The amortized  cost and estimated  fair value of debt  securities at December
   31, 1995, by contractual  maturity are shown below.  Expected maturities will
   differ from contractual  maturities  because  borrowers may have the right to
   call or prepay obligations with or without call or prepayment penalties.

                                                                    Estimated
                                                      Amortized       Fair
                                                        Cost          Value
                                                     -----------   -----------
Available-for-sale securities:
  Due in one year or less .......................... $ 2,415,246   $ 2,392,518
  Due after one year through five years ............     498,340       490,262
  Due after ten years ..............................     445,920       587,944
  Not due at a single date .........................   9,490,234     9,455,628
                                                     -----------   -----------

                                                     $12,849,740   $12,926,352
                                                     ===========   ===========
Held-to-maturity securities:
  Due in one year or less .......................... $ 2,099,261   $ 2,089,362
  Not due at a single date .........................  18,252,276    18,394,560
                                                     -----------   -----------

                                                     $20,351,537   $20,483,922
                                                     ===========   ===========


   Amortized  cost and estimated  fair values of debt  securities as of December
   31, 1994 are as follows:
<TABLE>
<CAPTION>
                                                                                     Gross         Gross        Estimated
                                                                      Amortized    Unrealized    Unrealized       Fair
                                                                        Cost         Gains         Losses         Value
                                                                     -----------   -----------   ------------   -----------
<S>                                                                  <C>           <C>           <C>            <C>
Available-for-sale securities:
  Obligations of other U.S
    government agencies ..........................................   $18,183,859   $       317   $  (703,116)   $17,481,060
  Obligations of states and
    political subdivisions .......................................     2,281,382        88,433       (10,984)     2,358,831
  Corporate bonds and other ......................................     1,419,755          --         (28,575)     1,391,180
                                                                     -----------   -----------   -----------    -----------

  Total ..........................................................   $21,884,996   $    88,750   $  (742,675)   $21,231,071
                                                                     ===========   ===========   ===========    ===========

Held-to-maturity securities:
  Obligation of other U.S. 
    government agencies ..........................................   $ 7,695,521   $     4,358   $   (43,454)   $ 7,656,425
  Obligation of states and
    political subdivisions .......................................     1,328,028            29       (30,609)     1,297,448
  Corporate bonds and other ......................................     2,773,488           349       (71,904)     2,701,933
                                                                     -----------   -----------   -----------    -----------

  Total ..........................................................   $11,797,037   $     4,736   $  (145,967)   $11,655,806
                                                                     ===========   ===========   ===========    ===========
</TABLE>

   Investment  securities  carried  at  $10,802,942  and  having a fair value of
   $10,943,601  at December 31, 1995 were pledged to secure  public  deposits as
   required or permitted by law.  Pledged  securities at December 31, 1994 had a
   carrying value of $10,161,557 and a fair value of $9,857,870.
<PAGE>
NOTE D - LOANS

   The composition of the Bank's loan portfolio at December 31, is as follows:

                                                    1995                1994
                                               ------------        ------------
Commercial, financial
  and agricultural .....................       $ 22,755,013        $ 20,991,617
Real estate - construction .............          9,175,475           7,352,440
Real estate - mortgage .................         14,090,502          16,610,145
Installment ............................          2,073,749           3,101,692
                                               ------------        ------------

                                                 48,094,739          48,055,894

    Unearned discount ..................            (80,189)           (167,027)
    Allowance for loan losses ..........         (1,219,304)           (599,422)
    Deferred loan fees .................           (275,427)           (245,844)
                                               ------------        ------------

         Loans, net ....................       $ 46,519,819        $ 47,043,601
                                               ============        ============


   Non-performing  assets are loans which are not  accruing  interest,  and real
   estate  acquired  through  foreclosure.   At  December  31,  1995  and  1994,
   non-performing assets amounted to $2,550,723 and $949,648, respectively.

   Changes in the allowance for loan losses for the years ended December 31, are
   summarized as follows:

                                          1995           1994           1993
                                      -----------    -----------    -----------

Balance at January 1, .............   $   599,422    $   807,543    $   589,696
Provision charged to operations ...       624,014        191,750        642,000
Recoveries of loans previously
  charged off .....................       108,234        163,848        220,812
Loans charged off .................      (112,366)      (563,719)      (644,965)
                                      -----------    -----------    -----------

Balance at December 31, ...........   $ 1,219,304    $   599,422    $   807,543
                                      ===========    ===========    ===========

   Impaired loans aggregated  approximately  $2,841,000 at December 31, 1995, of
   which $1,146,000 is the result of a troubled debt restructuring.  The average
   investment in impaired loans during 1995 was  approximately  $1,572,000.  The
   total  allowance  for  loan  losses  relating  to  these  loans  approximates
   $335,000.  Total cash  collected on impaired  loans during 1995  approximated
   $78,800,  of which $6,300 was credited to the principal balance  outstanding,
   and $72,500 was  recognized as interest  income.  Interest  income that would
   have been  recognized on impaired  loans was  approximately  $210,000 for the
   year ended December 31, 1995.

   The Bank's  customers  are  primarily  located in  Stanislaus  County and San
   Joaquin County. Approximately 48% of the Bank's loans are for real estate and
   construction  and  approximately  47% of the  Bank's  loans  are for  general
   commercial  uses  including  professional,  retail,  agricultural  and  small
   business.  Agricultural  loans make up  approximately  22% of the Bank's loan
   portfolio.  Generally,  real estate  loans are secured by real  property  and
   commercial  and other  loans are  secured by funds on  deposit,  business  or
   personal  assets.  Repayment is generally  expected  from the proceeds of the
   sales of property for real estate  construction loans, and from cash flows of
   the borrower for other loans.
<PAGE>
NOTE E - PROPERTY AND EQUIPMENT

   Property and equipment, stated at cost, consists of the following at
   December 31:
                                              1995          1994
                                          ----------    ----------

Land .................................    $  636,117    $   85,000
Building and improvements ............       444,475       444,475
Furniture, fixtures and equipment ....     1,704,532     1,784,367
Leasehold improvements ...............       143,428       138,382
Automobiles ..........................        64,042        75,821
Construction in progress .............        46,238          --
                                          ----------    ----------
                                           3,038,832     2,528,045
Less accumulated depreciation and
  amortization .......................     1,696,332     1,625,640
                                          ----------    ----------

                                          $1,342,500    $  902,405
                                          ==========    ==========

   Depreciation  expense on property and equipment  was  $241,353,  $231,468 and
   $185,082 in 1995, 1994 and 1993, respectively.

   During 1995, the Bank purchased land and prepared for the  construction  of a
   branch in the town of Riverbank, California.

NOTE F - FORECLOSED REAL ESTATE

   Changes in the allowance for losses for foreclosed real estate for the years
   ended December 31, are as follows:
                                           1995        1994         1993
                                        ---------   ---------    ---------
Balance at January 1, ...............   $ 257,644   $    --      $      --
Provision charged to operations .....      37,923     261,544           --
Charge-offs, net of recoveries ......        --        (3,900)          --
                                        ---------   ---------    ---------
Balance at December 31, .............   $ 295,567   $ 257,644    $      --
                                        =========   =========    =========


NOTE G - TIME DEPOSITS

   At December 31, 1995, the scheduled maturities of certificates of deposit are
   as follows:

                  1996                                  $    31,821,511
                  1997                                        2,581,421
                  1998                                          673,188
                  1999                                          441,450
                  2000                                           52,676
                                                        ---------------

                                                        $    35,570,246
                                                        ===============

NOTE H - EMPLOYEE BENEFIT PLANS

   Under the terms of the employee  profit-sharing plan, a portion of the Bank's
   profits,  determined  annually  by  the  Directors,  will  be set  aside  and
   maintained  in  a  trust  fund  for  the  benefit  of  qualified   employees.
   Contributions to the plan, included in employee benefits on the statements of
   earnings,  were  $100,000 in 1995. No  contribution  was made to the plan for
   1994 or for 1993.

   During 1995, the Bank adopted a defined  contribution 401(k) plan (the Plan).
   The Plan is available to all  employees  who are at least 18 years of age and
   who have worked a minimum of six months for the Bank.  Eligible employees who
   elect to  participate,  may choose to  contribute  to the Plan,  up to 10% of
   their  compensation  for the plan  year.  The  Bank  may  also  elect to make
   matching  contributions  to the  Plan.  The Bank  did not  make any  matching
   contributions to the Plan in 1995.
<PAGE>
NOTE I - INTEREST EXPENSE ON DEPOSITS

   Interest  expense on deposits was  comprised of the  following  for the years
   ended December 31:

                                               1995         1994         1993
                                            ----------   ----------   ----------

Demand deposits and regular savings .....   $1,209,711   $  755,796   $  734,203
Time deposits greater than $100,000 .....      522,539      559,932    1,019,095
Time deposits under $100,000 ............    1,286,263      994,464      527,311
                                            ----------   ----------   ----------

                                            $3,018,513   $2,310,192   $2,280,609
                                            ==========   ==========   ==========

NOTE J - INCOME TAXES

   Effective  January 1, 1993,  the Bank adopted SFAS No. 109,  "Accounting  for
   Income Taxes",  which requires the use of the liability  method in accounting
   for income  taxes.  The effect of this new standard on income tax expense for
   the year ended December 31, 1993 was not material.

   The provision for income taxes for the years ended  December 31,  consists of
   the following:
                                     1995               1994               1993
                                ---------          ---------          ---------
Current:
  Federal .............         $ 632,000          $ 429,000          $ 420,000
  State ...............           241,000            167,000            153,000
                                ---------          ---------          ---------
                                  873,000            596,000            573,000
                                ---------          ---------          ---------
Deferred:
  Federal .............          (240,000)           (55,000)           (52,000)
  State ...............           (81,000)            (2,000)            (7,000)
                                ---------          ---------          ---------
                                 (321,000)           (57,000)           (59,000)
                                ---------          ---------          ---------

                                $ 552,000          $ 539,000          $ 514,000
                                =========          =========          =========

   A reconciliation  of income taxes computed at the federal  statutory rate and
   the  provision  for  income  taxes for the years  ended  December  31, are as
   follows:
                                                 1995         1994         1993
                                            ---------    ---------    ---------

Income taxes at statutory rates .........   $ 480,000    $ 463,000    $ 444,000
Reduction for tax exempt interest .......     (38,000)     (53,000)     (27,000)
State income taxes, net of federal
  income tax benefit ....................     106,000      103,000       96,000
Other ...................................       4,000       26,000        1,000
                                            ---------    ---------    ---------

                                            $ 552,000    $ 539,000    $ 514,000
                                            =========    =========    =========

   The tax effect of temporary differences giving rise to the Bank's deferred 
   income tax asset at December 31, is as follows:
                                                              1995         1994
Deferred tax assets:
  Allowance for loan losses ..........................   $ 318,000    $  60,000
  Foreclosed real estate .............................     142,000      127,000
  Unrealized loss on available-for-sale securities ...        --        272,000
  State income taxes .................................      80,000       54,000
                                                         ---------    ---------
                                                           540,000      513,000
                                                         ---------    ---------
Deferred tax liabilities:
  Depreciation on property and equipment .............     (52,000)     (75,000)
  Unrealized gain on available-for-sale securities ...     (32,000)        --
  Accretion on investment securities .................      (6,000)      (5,000)
                                                         ---------    ---------
                                                           (90,000)     (80,000)
                                                         ---------    ---------
Deferred income tax asset (included in other
  assets on the balance sheet) .......................   $ 450,000    $ 433,000
                                                         =========    =========
<PAGE>


NOTE K - COMMITMENTS AND CONTINGENCIES

   1.      Leases

   The  Company  leases the  Riverbank,  Denair,  and Modesto  facilities  under
   operating  leases  with  initial  terms  expiring  in 1996,  1998  and  2000,
   respectively.

   At December  31, 1995 the future  minimum  rental  payments  under  operating
   leases are as follows:

     Year ending December 31,
     -----------------------
           1996                                                     $ 67,745
           1997                                                       57,857
           1998                                                       42,357
           1999                                                       20,657
           2000                                                        3,443
           Thereafter                                                     --
                                                                    --------
                                                                    $192,059
                                                                    ========

   Rent expense under operating leases was $88,705, $86,973 and $80,973 for the
   years ended December 31, 1995, 1994 and 1993, respectively.


NOTE L - FINANCIAL INSTRUMENTS

   The Bank is a party to financial instruments with  off-balance-sheet  risk in
   the normal course of business to meet the financial  needs of its  customers.
   These financial  instruments include commitments to extend credit in the form
   of loans or through standby letters of credit.  These instruments involve, to
   varying  degrees,  elements of credit and interest rate risk in excess of the
   amount  recognized  in the  balance  sheet.  The  contract  amounts  of those
   instruments  reflect  the extent of  involvement  the Bank has in  particular
   classes of financial instruments.

   The Bank's  exposure  to credit  loss in the event of  nonperformance  by the
   other party to the financial  instrument for commitments to extend credit and
   standby letters of credit is represented by the  contractual  amount of those
   instruments. The Bank uses the same credit policies in making commitments and
   conditional obligations as it does for on-balance-sheet instruments.

                                                                 Contract
                                                                  Amount
                                                                 --------
     Financial instruments whose contract amounts
     represent credit risk:
         Undisbursed loan commitments                            $ 6,266,356
         Visa/Mastercard lines                                     1,693,481
         Standby letters of credit                                    68,000
                                                                 -----------

                                                                 $ 8,027,837
                                                                 ===========


<PAGE>


NOTE L - FINANCIAL INSTRUMENTS - CONTINUED

   Commitments  to extend credit are agreements to lend to a customer as long as
   there  is  no  violation  of  any  condition  established  in  the  contract.
   Commitments  generally  have  fixed  expiration  dates or  other  termination
   clauses and may require  payment of a fee. Since many of the  commitments are
   expected to expire without being drawn upon, the total commitment  amounts do
   not necessarily  represent future cash requirements.  The Bank evaluates each
   customer's  credit  worthiness  on  a  case-by-case   basis.  The  amount  of
   collateral  obtained,  if  deemed  necessary  by the Bank upon  extension  of
   credit, is based on management's  credit  evaluation.  Collateral held varies
   but  may  include  accounts  receivable,   inventory,   property,  plant  and
   equipment,  and  income-producing  commercial  properties.  All of the Bank's
   commitments are variable rate with no caps or floors.

   Standby letters of credit are conditional  commitments  issued by the Bank to
   guarantee  the  performance  of a customer to a third party.  The credit risk
   involved  in  issuing  letters  of  credit  is  essentially  the same as that
   involved in extending loan facilities to customers.

   The  following  table  provides  summary  information  on the  fair  value of
   financial instruments at December 31, 1995:
   
                                                       Carrying      Estimated
                                                        Amount      Fair Value
                                                      -----------   -----------
Financial assets:
Cash and cash equivalents ..........................  $11,930,351   $11,930,351
Interest-bearing deposits in banks .................       51,043        51,043
Securities available-for-sale ......................   12,926,352    12,926,352
Securities held-to-maturity ........................   20,351,537    20,483,922
Loans receivable ...................................   48,094,739    47,877,723
Accrued interest receivable ........................      814,267       814,267

Financial liabilities:
Deposits ...........................................  (84,839,377)  (84,854,153)
Accrued interest payable ...........................     (199,188)     (199,188)

Off-balance-sheet liabilities:
Commitments and letters of credit ..................         --        (157,000)

   The carrying amounts include  $1,694,556 of non-accrual loans (loans that are
   not accruing  interest) at December 31, 1995.  Management has determined that
   primarily  because of the  uncertainty  and the  difficulty of predicting the
   timing of such  cash  flows  excessive  amounts  of time and  money  would be
   incurred to estimate the fair values of nonperforming  assets.  The following
   aggregate  information is provided about the contractual  provisions of these
   assets:

               Aggregate carrying amount                   $    1,694,556
               Effective rate                                      11.25%
               Average term to maturity                         19 months

NOTE M - RELATED-PARTY TRANSACTIONS

   The Bank,  in the  ordinary  course of  business,  makes  loans and  receives
   deposits  from its directors  and  stockholders.  As of December 31, 1995 and
   1994  such  loans   amounted  to  $39,700  and  $25,100,   respectively.   In
   management's opinion, these transactions were on substantially the same terms
   as comparable transactions with other customers of the Bank.
<PAGE>
NOTE N - CONDENSED FINANCIAL DATA

   The  following is the condensed  financial  data for Delta  National  Bancorp
   (parent company only):

                                 BALANCE SHEETS

                                  December 31,

                                     ASSETS
                                                            1995         1994
                                                         ----------   ----------

Cash .................................................   $   42,426   $   35,652
Investment in subsidiary .............................    9,399,721    8,855,561
Property and equipment, net ..........................      284,097      294,447
                                                         ----------   ----------

                                                         $9,726,244   $9,185,660
                                                         ==========   ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Accrued expenses and other liabilities .............   $     --     $   55,546

Stockholders' equity .................................    9,726,244    9,130,114
                                                         ----------   ----------

                                                         $9,726,244   $9,185,660
                                                         ==========   ==========

                             STATEMENTS OF EARNINGS

                             Year ended December 31,

                                                1995         1994         1993
                                              --------     --------     --------
Income
  Interest ..............................     $    943     $  2,487     $  3,594
  Rent ..................................       83,698       74,800       66,800
  Other .................................          475          315          135
                                              --------     --------     --------

                                                85,116       77,602       70,529
                                              --------     --------     --------
Expenses
  General and administrative ............       31,049       28,513       37,707
  Depreciation ..........................       10,350       10,350       10,350
                                              --------     --------     --------

                                                41,399       38,863       48,057
                                              --------     --------     --------
      Earnings before income taxes
        and equity in earnings of
        subsidiary ......................       43,717       38,739       22,472

Income tax expense ......................       18,000       16,000       13,400
                                              --------     --------     --------

                                                25,717       22,739        9,072
Equity in earnings of
  Delta National Bank ...................      834,160      798,658      782,382
                                              --------     --------     --------

NET EARNINGS ............................     $859,877     $821,397     $791,454
                                              ========     ========     ========
<PAGE>
                                                                              
NOTE N - CONDENSED FINANCIAL DATA - CONTINUED


                            STATEMENTS OF CASH FLOWS

                             Year ended December 31,

<TABLE>
<CAPTION>

                                                        1995         1994         1993
                                                      ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>      
Increase (decrease) in cash and cash equivalents

   Cash flows from operating activities:
     Net earnings .................................   $ 859,877    $ 821,397    $ 791,454
     Adjustment to reconcile net earnings
       to net cash provided by operating activities
         Provision for depreciation and
           amortization ...........................      10,350       10,350       10,350
         (Decrease) increase in accrued expenses
           and other liabilities ..................     (55,546)      16,179       13,400
         Undistributed earnings of subsidiary .....    (834,160)    (798,658)    (782,382)
                                                      ---------    ---------    ---------

           Net cash (used in) provided by
             operating activities .................     (19,479)      49,268       32,822

   Cash flows from investing activities:
     Cash dividends from subsidiary ...............     290,000       87,500      275,000
                                                      ---------    ---------    ---------

           Net cash provided by
             investing activities .................     290,000       87,500      275,000

   Cash flows from financing activities:
     Cash dividends ...............................    (263,747)    (263,747)    (263,747)
                                                      ---------    ---------    ---------

           Net cash used in financing activities ..    (263,747)    (263,747)    (263,747)
                                                      ---------    ---------    ---------

   Net increase (decrease) in cash and
     cash equivalents .............................       6,774     (126,979)      44,075

Cash and cash equivalents at beginning of year ....      35,652      162,631      118,556
                                                      ---------    ---------    ---------

Cash and cash equivalents at end of year ..........   $  42,426    $  35,652    $ 162,631
                                                      =========    =========    =========
</TABLE>

NOTE O - CAPITAL REQUIREMENTS

   Banks are  required  to maintain a minimum  leverage-capital  ratio of Tier I
   capital  (as  defined)  to total  assets  based  on bank  ratings  under  its
   regulatory  rating  system.  Currently,  a rating  of "one"  is  required  to
   maintain a minimum  leverage-capital  ratio of 3 percent.  Institutions  with
   other ratings are required to maintain  ratios of 4 percent to 5 percent.  In
   addition,  banks  must  maintain a ratio of total  capital  to  risk-weighted
   assets of 8 percent  (risk-based capital ratio) and a ratio of Tier I capital
   to  risk-weighted  assets  of 4  percent  (Tier I  capital  ratio).  The Bank
   exceeded its capital requirements at December 31, 1995.

NOTE P - SIGNIFICANT FOURTH-QUARTER ADJUSTMENTS

   In December  1995, the Bank increased its allowance for loan losses through a
   provision for loan losses  charged to operations  by  approximately  $325,000
   ($.86 per share).
<PAGE>
                                                                 
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Delta National Bancorp

We have audited the accompanying  consolidated  balance sheets of Delta National
Bancorp  and  Subsidiary  as of  December  31,  1995 and 1994,  and the  related
consolidated  statements  of earnings,  stockholders'  equity and cash flows for
each of the three years in the period ended December 31, 1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of Delta National
Bancorp and  Subsidiary as of December 31, 1995 and 1994,  and the  consolidated
results of their  operations and their  consolidated  cash flows for each of the
three years in the period ended December 31, 1995, in conformity  with generally
accepted accounting principles.

As  described in note J, during the year ended  December  31, 1993,  the Company
changed to the liability  method of accounting for income taxes. As described in
note C, the  Company  changed  its method of  accounting  for  securities  as of
December 31, 1993.


/s/ Grant Thornton, LLP
Stockton, California
January 19, 1996
<PAGE>

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

There were no changes in or  disagreements  with  accountants  on accounting and
financial disclosures during the fiscal years ending December 31, 1995 and 1994.


DIRECTORS & EXECUTIVE COMPENSATION

Identification  of  directors:  The names of each  director  of the  Company and
certain information about them, is set forth below:

--------------------------------------------------------------------------------
                                                                      Director
    Director           Age         Principal Occupation                 Since
--------------------------------------------------------------------------------
Andrew J. Rossi ....   63   President and Chief Executive                1973
                            Officer - Delta National Bank
                            (Executive Officer)
                            President - A. Rossi, Inc.

Jack Dozier ........   80   Attorney - Atherton & Dozier                 1976


Joseph A. Freitas ..   68   Secretary to the Board                       1973
                            Public Relations-Delta National Bank
                            - Retired 1991

Theodore Poulos ....   67   Chairman of the Board-Delta National Bank    1973
                            Public Relations-Delta National Bank
                            President-Manteca Drug, Inc. - Retired 1994

Toinette Rossi .....   37   Vice President & Manager                     1994
                            Delta National Bank (Executive Officer)
--------------------------------------------------------------------------------


Each of the directors has been engaged in his/her principal occupation set forth
above during the past five years.
                                               
Identification of executive officers: The names of each executive officer of the
Company not already  listed in the table  above and  certain  information  about
them, is set forth below:

--------------------------------------------------------------------------------
       Executive               Principal Occupations with                Period
        Officer        Age       Delta National Bank                     Served
--------------------------------------------------------------------------------
Warren E. Wegge ....    47   Executive Vice President                     1994
                             Senior Vice President/Credit                 1991
                             Administrator
                             Vice President/Corporate Banking Officer     1988

Chad B. Meyer (1) ..    42   Senior Vice President/Credit                 1994
                             Administrator
                             Vice President/Corporate Banking Officer     1991

Ronald P. Dalben ...    39   Vice President (Investment Officer           1987
                             & Appraiser)
                             Various other positions                      1980

Barbara Jordan .....    54   Vice President/Operations                    1992
                             Assistant Vice President/Operations          1990
                             Various other positions                      1983

Eileen Pastenieks ..    34   Vice President/Accounting                    1994
                             Assistant Vice President/Note Dept.          1993
                             Operations Officer                           1990
--------------------------------------------------------------------------------
(1)     Prior to his employment with Delta National Bank, Mr. Meyer was the
        Chief Financial Officer of a construction firm.
<PAGE>

Family  relationships:  Except  for Andrew  Rossi and  Toinette  Rossi,  who are
related to each other, there are no other family relationships between any other
director or executive officer of the Company.

Directorships:  The following individuals hold other directorships as indicated
below:

-------------------------------------------------------------------------------
      DIRECTOR/EXECUTIVE OFFICER             OTHER DIRECTORSHIPS HELD
-------------------------------------------------------------------------------
Theodore Poulos ...................   Doctors Hospital of Manteca
                                      Virotechnology, Inc.

Joseph A. Freitas .................   Manteca Boys & Girls Club

Jack C. Dozier ....................   Cal Cedar Products
                                      Duraflame, Inc.
                                      Rylock Ltd.
                                      Cal Mills
-------------------------------------------------------------------------------

Involvement  in certain  legal  proceedings:  None of the directors or executive
officers named above have been involved in certain legal proceedings.

EXECUTIVE COMPENSATION

Director Compensation Table:  The following table sets forth information
concerning compensation for Directors in 1995.  (See "Summary Compensation
Table" for additional information on Executive Officers)

-------------------------------------------------------------------------------
                        Annual   Annual
                        BCORP     Bank
                       Director Director                 Committee
        Name             Fees     Fees       Retainer      Fees (1)    Other (2)
-------------------------------------------------------------------------------
Andrew J. Rossi ......  $4,800  $    -       $     -       $     -     $      -

Jack Dozier ..........   4,800   7,200        28,800             -            -

Joseph A. Freitas ....   4,800   7,200             -             -            -

Theodore Poulos ......   4,800   7,200             -        15,600       27,450

Toinette Rossi .......   4,800       -             -             -            -
-------------------------------------------------------------------------------
(1)  Finance Committee Annual Fee
(2)  Salary from Bank $24,000 for Public Relations and Past Due Meetings $1,650,
     $1,800 Club Membership Dues
<PAGE>

Summary Compensation Table: The following table shows, as to the Chief Executive
Officer and each of the four other most highly compensated  executive  officers,
information  concerning   compensation  for  services  to  the  Company  in  all
capacities. (Also see "Director Compensation Table")

-------------------------------------------------------------------------------
                                                             Club or     Profit
                                                            Organization Sharing
  Name and Principal         Salary     Bonus ($) Automobile Membership   Plan
      Position         Year   ($)          (1)      Use        Fees        (2)
-------------------------------------------------------------------------------

Andrew J. Rossi        1995  $112,000   $10,000   $ 1,500     $ 2,300   $13,944 
President and Chief    1994   100,000      --                             4,081 
Executive Officer      1993    88,860    10,000                           3,897
                                                                         

Warren E. Wegge        1995  $ 78,000   $13,500   $   --      $    --   $ 9,680
Executive Officer      1994    65,460     2,500                           2,397 
                       1993    60,660     7,595                           2,200

Chad B. Meyer          1995  $ 62,400  $  6,750   $   --      $    --   $ 6,086
Senior Vice            1994    60,000     1,000                             775
President/Credit       1993    53,400     4,716                             603
Administrator

Toinette Rossi         1995  $ 60,000  $  5,316   $   --      $    --   $ 9,577
Vice President &       1994    57,600     1,822                           3,970
Manager                1993    54,780     1,480                           3,913
                                                      
Ronald P. Dalben       1995  $ 52,000     3,600   $   --      $    --   $ 7,133
Vice President         1994    50,000     2,000                           2,537
                       1993    47,640     3,800                           2,451
-------------------------------------------------------------------------------
(1)   1995 Bonuses were actually paid in 1995 for services rendered in 1995
(2)   Profit Sharing

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF  MANAGEMENT

The following table sets forth as of December 31, 1995  information  relating to
the beneficial  owners of the Company's Common Stock by each person known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of the
outstanding shares of Common Stock.

------------------------------------------------------------------------------
                                                 Total Shares    Percent of
      Name                  Address                 Owned          Class
------------------------------------------------------------------------------
Andrew J. Rossi          611 North Main St.        94,509          25.10%
                         Manteca, CA  95336
------------------------------------------------------------------------------
<PAGE>

Common Stock Ownership of Directors and Executive Officers:  The following table
reflects  shares of Common  Stock  beneficially  owned by each  director  of the
Company,  each of the executive officers named in the Summary Compensation Table
appearing  elsewhere  herein,  and by all directors and executive  officers as a
group, as of December 31, 1995.

-------------------------------------------------------------------------------
                                         Direct  Indirect  Total    Approximate
                                         Shares   Shares   Shares   Percentage
       Name                Position      Owned    Owned    Owned      Owned
-------------------------------------------------------------------------------
Jack C. Dozier .....   Director           5,190     --       5,190       1.38%

Joseph A. Freitas ..   Director          11,185     --      11,185       2.97%

Theodore Poulos ....   Chairman of the   12,100    1,142    13,242       3.52%
           .           Board/Director

Andrew J. Rossi(1)..   President & CEO/  75,539   18,970    94,509      25.10%
                       Director

Toinette Rossi .....   V.P. & Manager/    2,708     --       2,708    less than
                       Director                                           1%

Warren E. Wegge ....   Executive Vice       100     --         100    less than
                       President                                          1%

Ronald P. Dalben ...   Vice President       100     --         100    less than
                                                                          1%
-------------------------------------------------------------------------------
All directors and executive
 officers as a group:                                      127,034      33.74%
-------------------------------------------------------------------------------
(1)  Indirect      5.04% of class
     Direct       20.06% of class


CERTAIN RELATIONSHIPS & RELATED PARTIES

In 1995 the Bank renewed an extension of credit to Joseph A.  Freitas,  Director
of the Company, in the amount of $17,353. As of December 31, 1995, the principal
balance  owing was $15,621.  This loan bears  interest at the a fixed rate of 8%
and is scheduled to mature on April 19, 1996.  The loan is  collateralized  by a
Certificate of Deposit.

In 1994 the Bank funded an unsecured  loan to Linda  Abeldt,  daughter of Joseph
Freitas,  Director of the  Company,  in the amount of $12,000.  In 1995 the Bank
funded an additional unsecured loan in the amount of $9,000. In addition,  there
was an unsecured  line of credit issued in the amount of $50,000.  The first two
loans bear interest at a fixed rate of 7% and 10% while the line of credit bears
interest at the Bank's  reference  rate plus 2%. As of December  31,  1995,  the
principal balance owing was $10,316. and $9,000.  respectively on the two loans.
There was no balance  owed on the line of  credit.  The loans are  scheduled  to
mature on January 25, 1999, March 22, 2000 and April 20, 1996 respectively.

In 1991 the Bank  extended  credit to Valerie  Salas,  daughter of Andrew Rossi,
President,  Chief  Executive  Officer and  Director of the Company and sister of
Toinette  Rossi,  Vice  President/Manager  and Director of the  Company,  in the
amount of $16,595.  As of December 31, 1995,  the  principal  balance  owing was
$7,979.  This loan is unsecured and bears  interest at a fixed rate of 13%. This
loan matures on April 23, 1997.

In 1995 the Bank funded an unsecured line of credit to John Rossi, son of Andrew
Rossi,  President,  Chief  Executive  Officer  and  Director  of the Company and
brother of Toinette Rossi, Vice  President/Manager  and Director of the Company,
in the amount of $303,250.  On December 31, 1995, there was no principal balance
owed.  This loan bears  interest at the Bank's  reference  rate plus 2.5% and is
scheduled to mature on November 1, 1996.
<PAGE>


EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K

(a)      1.       Financial Statements:   Delta National Bancorp and Subsidiary

                  See Item 8 for a listing of all financial statements.

         2.       Financial Statement Schedules

                  Additional  Supplementary  Data not  included in this  section
                  have been omitted  because the  information  required has been
                  included in the  financial  statements or notes thereto or are
                  not applicable or not required.

         3.       Exhibits

                  Registrant's   Articles  of   Incorporation   and  Bylaws  are
                  furnished by way of incorporation by reference to Exhibit 3 to
                  registrant's  registration  statement  on Form S-14,  as filed
                  under the  Securities  Act of 1933 on  September  10, 1982 and
                  declared effective on October 8, 1982.

                  Plan of Reorganization and Agreement of Merger is furnished by
                  reference  to  registrant's  Form  S-14  as  filed  under  the
                  Securities  Act of 1933 on  September  10,  1982 and  declared
                  effective on October 8, 1982.

(b)               Reports on Form 8-K

                  The registrant did not file any reports on Form 8-K during the
                  ended December 31, 1995.
<PAGE>
                                         
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.


                                           DELTA NATIONAL BANCORP
                                                (Registrant)




                                           By:  /s/ Andrew Rossi
                                                President and Chief Executive
                                                Officer/Director
                                                March 10, 1996


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the indicated capacities, on March 10, 1996.





/s/ Andrew Rossi                                /s/ Theodore Poulos
Andrew Rossi                                    Theodore Poulos
President and                                   Chairman of the Board
Chief Executive Officer                         and  Director
and Director
(Principal Executive Officer)




/s/ Joseph Freitas                              /s/ Eileen Pastenieks
Joseph Freitas                                  Eileen Pastenieks
Secretary of the Board and                      Staff Vice President/Accounting
Director                                        (Principal Accounting Officer)




/s/ Warren Wegge                                /s/ Toinette Rossi
Warren Wegge                                    Toinette Rossi
Executive Vice President                        Vice President and Manager
and (Principal Financial Officer)               Director