SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              FORM 10-KSB/A No. 1
                ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the Fiscal Year Ended:  DECEMBER 31, 1997

                       Commission File Number:  0-27784

                               HUMBOLDT BANCORP
       (Exact name of small business issuer as specified in its charter)

         CALIFORNIA                                           93-1175446
(State or other jurisdiction of                            (I.R.S. Employer
Incorporation or organization)                            Identification No.)

                               701 FIFTH STREET
                              EUREKA, CALIFORNIA
                   (Address of principal executive offices)

                                     95501
                                  (Zip Code)

                                (707) 445-3233
             (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:  NONE
Securities Registered Pursuant to Section 12(g) of the Act:  Common Stock-No
                                                             Par Value

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 twelve 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.

              X Yes              No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation 5(b),  and  no  disclosure  will  be  contained,  to the best of the
registrant's   knowledge,   in   definitive  proxy  or  information  statements
incorporated by reference in Part III of the Form 10-KSB.

Issuer's revenues for the most recent fiscal year were:           $28,162,000

Aggregate  Market  Value  of  the  voting  stock  held by
non-affiliates of the registrant as of December 31, 1997:         $41,543,000

Number of shares of common stock outstanding at
December 31, 1997 is:                                               1,576,542

Documents incorporated by reference:                                   NONE

                 This report includes a total of 44 pages
                         Exhibit Index on page 43

<PAGE>2

ITEM 10 -EXECUTIVE COMPENSATION

The following tables set forth the cash and non-cash  compensation paid for all
services of the Chief Executive Officer, Theodore S. Mason, the Chief Financial
Officer, Alan J. Smyth, the Senior Loan Officer, Ronald  V.  Barkley,  and  the
Chief Administrative Officer, Paul A. Ziegler.

                                                   OTHER
                                                   ANNUAL   DEFERRED   OPTIONS
NAME                   YEAR   SALARY     BONUS(2)  COMP(3)  COMP(4)    GRANTED

Theodore S. Mason (1)  1997   $125,000   $45,990   $1,782   $125,000   2,000
Theodore S. Mason      1996   $105,000   $70,906   $1,658   $100,000   2,000
Theodore S. Mason      1995   $105,000   $52,001   $1,464   $ 60,000   3,000
Alan J. Smyth          1997   $ 85,000   $ 1,865   $2,107   $ 75,000   2,000
Alan J. Smyth          1996   $ 70,000   $68,017   $2,331   $ 50,000   1,000
Alan J. Smyth          1995   $ 70,000   $55,410   $2,506   $ 31,668     500
Ronald V. Barkley      1997   $ 85,000   $34,991   $1,882   $ 60,000   2,000
Ronald V. Barkley      1996   $ 70,000   $12,926   $2,250   $ 45,000   1,000
Ronald V. Barkley      1995   $ 70,000   $48,884   $1,750   $ 31,703     500
Paul A. Ziegler        1997   $ 77,000   $25,825   $  554       0.00   5,000
Paul A. Ziegler        1996   $ 70,000   $24,600   $ 631        0.00   1,000
Paul A. Ziegler        1995   $ 55,070   $14,015   $ 553        0.00     500

(1)   Humboldt Bank entered into an employment agreement with Mr. Mason on
      May 1, 1989 whereby Mr. Mason agreed to serve as the Bank's President and
      Chief  Executive  Officer,  which  Agreement  was  on  December  10, 1996
      extended  for  a  third time to January 1, 2001.  Under the terms of  the
      Agreement, Mr. Mason  is entitled to receive a base salary of $125,000.00
      per year and an incentive  bonus based on a percentage ranging from 4% to
      2.5% of the Bank's pre-tax profits  pursuant  to an incentive bonus plan.
      During his term of employment, Mr. Mason may be  reimbursed  for  travel,
      meals,  entertainment expenses, service to charitable organizations,  and
      membership  in  certain committees and other organizations.  In addition,
      he is eligible for  typical employee benefits such as paid vacation, sick
      leave, medical insurance and the use of an automobile owned by the Bank.

(2)   Includes amounts  paid to Mr. Mason, Mr. Smyth, Mr. Barkley, and Mr.
      Ziegler pursuant to the Bank's Incentive Bonus Plan.

(3)   Includes amounts imputed  to  Mr. Mason, Mr. Smyth, Mr. Barkley, and
      Mr. Ziegler as income for tax purposes  pursuant to the Bank's automobile
      program and the Bank's life insurance program.

(4)   Includes amounts of salary or bonus deferred by Mr. Mason, Mr. Smyth
      and Mr. Barkley pursuant to the Bank's Deferred  Compensation  Plan.  The
      amounts in this column are not included in the Salary and Bonus columns.

<PAGE>3

BENEFIT PLANS

     RETIREMENT  PLAN:   The  Bank  has a defined contribution retirement  plan
covering substantially all of the Bank's  employees.  Bank contributions to the
plan are made at the discretion of the Board  of  Directors in an amount not to
exceed the maximum amount deductible under the profit sharing plan rules of the
Internal  Revenue  Service.  Employees may elect to have  a  portion  of  their
compensation contributed  to  the  plan  in conformity with the requirements of
Section 401(k) of the Internal Revenue Code.   Salaries  and  employee benefits
expense  includes  Bank contributions to the plan of $134,000 during  1997  and
$98,000 during 1996.

     DIRECTOR FEE PLAN:  The Bancorp has adopted the Humboldt Bank Director Fee
Plan (the "Fee Plan").   The  Fee  Plan  permits each Bank director to elect to
receive his/her directors' fees in the form of Company common stock, cash, or a
combination of Company common stock and cash, and to elect to defer the receipt
of any of the foregoing until the end of his/her  term  as a Bank director.  If
deferral is elected, the amount of the director's fees shall  be credited to an
account on behalf of the director, however, such crediting shall  constitute  a
mere promise on the part of the Company to pay/distribute on this account.  The
account  is  otherwise unsecured, unfunded and subject to the general claims of
creditors of the  Bank  and Company.  The Fee Plan provides for the issuance of
up to 40,000 shares of Company  common stock.  The amount of such fees deferred
in 1997 totaled $43,000.  At December  31,  1997, the liability for amounts due
under this plan totaled $63,000, or approximately 2,671 shares of stock.

     EMPLOYEE STOCK BONUS PLAN:  The Company  has  an Employee Stock Bonus Plan
which  is  funded annually at the sole discretion of the  Board  of  Directors.
Funds are invested  in  Company  stock, when available, and is purchased at the
current market price on behalf of  all  employees except the executive officers
of the Bank.  The compensation cost recognized  for  1997  and 1996 was $20,000
each year.

     POSTEMPLOYMENT BENEFIT PLANS AND LIFE INSURANCE POLICIES:   The  Bank  has
purchased  single  premium  life  insurance  policies  in  connection  with the
implementation  of  salary  continuation  and  deferred  compensation plans for
certain  key  employees.  The policies provide protection against  the  adverse
financial effects from the death of a key employee and provide income to offset
expenses associated  with the plans.  The specified employees are insured under
the policies, but the  Bank is the owner and beneficiary.  At December 31, 1997
and 1996, the cash surrender  value  of  these  policies  totaled approximately
$4,810,000 and $4,583,000 respectively.

     The  plans  are  unfunded  and provide for the Bank to pay  the  employees
specified  amounts  for  specified  periods  after  retirement  and  allow  the
employees to defer a portion of current compensation in exchange for the Bank's
commitment to pay a deferred benefit  at  retirement.  If death occurs prior to
or during retirement, the Bank will pay the  employee's  beneficiary  or estate
the benefits set forth in the plans.

     At  December  31,  1997  and  1996, liabilities recorded for the estimated
present value of future salary continuation  and deferred compensation benefits
totaled   approximately   $1,451,000   and  $932,000,   respectively.    Salary
continuation benefits may be paid if termination  is  without cause or due to a
change  in  control  of  the  Bank.   Otherwise  no  benefits  are   paid  upon
termination.   Deferred compensation is vested as to the amounts deferred.   In
the  event  of  death  or  under  certain  other  circumstances,  the  Bank  is
contingently liable  to  make future payments greater than the amounts recorded
as liabilities.  Based on  present circumstances, the Bank does not consider it
probable that such a contingent liability will be incurred or that in the event
of  death, such a liability would  be  material  after  consideration  of  life
insurance benefits.

     STOCK  OPTION  PLAN:   The  Company  has  a  stock option plan under which
incentive and nonstatutory stock options, as defined under the Internal Revenue
Code,  may be granted.  Options representing 87,484  shares  of  the  Company's
issued and  outstanding no par value common stock may be granted under the plan
by the Board  of  Directors to directors, officers and key, full-time employees
at an exercise price  not  less than the fair market value of the shares on the

<PAGE>4

date  of  grant.  Options representing  shares  of  the  Company's  issued  and
outstanding  common  stock  may be granted under the Humboldt Bank Stock Option
Plan.  Options may have an exercise  period  of  not longer than 10 (ten) years
and the options are subject to a graded vesting schedule  of  33%  per year for
incentive stock options and 20% per year for nonstatutory stock options.

     The  following  tables  set  forth  the  number of options granted to  the
Company's  executive  officers  during  1997  and  the   number  and  value  of
unexercised options held by such executive officers as of the end of 1997.

<TABLE>
<CAPTION>
                             OPTION GRANTS IN 1997
                                                                               POTENTIAL
                                                                               REALIZABLE     
                                   % OF TOTAL                                  VALUE AT
                                   OPTIONS       EXERCISE                      ASSUMED
                                   GRANTED TO    PRICE                         APPRECIATION
                        OPTIONS    EMPLOYEES     PER          EXPIRATION       FOR OPTION
NAME                    GRANTED    IN 1997       SHARE        DATE             TERM 5% / 10%
<S>                     <C>        <C>           <C>          <C>              <C>
Theodore S. Mason        2000       6.3%         $19.77       Feb. 18, 2007    $24,860 / $ 63,020
Alan J. Smyth            1000       3.1%         $19.77       Feb. 18, 2007    $12,430 / $ 31,150
Alan J. Smyth            1000       3.1%         $30.25       Dec. 18, 2007    $19,020 / $ 48,210
Ronald V. Barkley        1000       3.1%         $19.77       Feb. 18, 2007    $12,430 / $ 31,150
Ronald V. Barkley        1000       3.1%         $30.25       Dec. 18, 2007    $19,020 / $ 48,210
Paul A. Ziegler          1000       3.1%         $19.77       Feb. 18, 2007    $12,430 / $ 31,150
Paul A. Ziegler          4000      12.5%         $30.25       Dec. 18, 2007    $76,080 / $192,840
</TABLE>

                      AGGREGATED OPTION EXERCISES IN 1997

                                          NUMBER OF
                                          UNEXERCISED      VALUE OF
                    SHARES                OPTIONS          UNEXERCISED
                    ACQUIRED              AT YEAR-END      IN-THE-MONEY
                    ON         VALUE      (EXERCISABLE/    (EXERCISABLE/
NAME                EXERCISE   REALIZED   UNEXERCISABLE)   UNEXERCISABLE)

Theodore S. Mason   -0-        -0-        60,473 / 5,144   $474,008 / $ 59,193
Alan J. Smyth       -0-        -0-        28,548 / 3,129   $224,149 / $ 65,063
Ronald V. Barkley   -0-        -0-        28,548 / 3,129   $224,149 / $ 65,063
Paul A. Ziegler     -0-        -0-         5,402 / 6,129   $ 53,737 / $155,813

<PAGE>5
                                  SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report  to  be signed on its behalf by the undersigned, thereunto
duly authorized.

                                 HUMBOLDT BANCORP

                                      THEODORE S. MASON

Date: April 6,  1998             By:  ________________________________________
                                      Theodore S. Mason
                                      President & Chief Executive Officer