<PAGE>
 
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                 FORM 10-QSB
                                        


           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                        



     For the QUARTER ENDED JUNE 30, 1998 Commission file number: 0-11090



                            NAPA NATIONAL BANCORP
      (Exact name of Small Business Issuer as specified in its charter)



                CALIFORNIA                           94-2780134
     (State or other jurisdiction of               (IRS Employer
     incorporation or organization)           Identification Number)



                                        
     901 MAIN STREET, NAPA, CALIFORNIA                  94559
  (Address of principal executive offices)           (Zip Code)



                                 (707) 257-2440
                          (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 
                                  -----      -----     



The number of shares of the registrant's Common Stock, no par value, outstanding
as of August 1, 1998, was 783,500.


Transitional Small Business Disclosure Format:


                               Yes       No   X
                                   -----     ----
<PAGE>
 
                             NAPA NATIONAL BANCORP
                               TABLE OF CONTENTS
                                        


PART I - FINANCIAL INFORMATION

     ITEM 1 - FINANCIAL STATEMENTS

        Consolidated Balance Sheets:
                June 30, 1998
                December 31, 1997

        Consolidated Statements of Income:
                Three Months ended June 30, 1998
                Three Months ended June 30, 1997
                Six Months ended June 30, 1998
                Six Months ended June 30, 1997
 
        Consolidated Statements of Cash Flows:
                Six Months ended June 30, 1998
                Six Months ended June 30, 1997
 
        Notes to Consolidated Financial Statements

     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


PART II - OTHER INFORMATION

     ITEM 1 - LEGAL PROCEEDINGS

     ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

     ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     ITEM 5 - OTHER INFORMATION

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

INDEX TO EXHIBITS

                                                                               2
<PAGE>
 
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

The following interim consolidated financial statements of Napa National Bancorp
and its subsidiary Napa National Bank are unaudited and prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. However, they reflect all adjustments
(which included only normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of financial position, results of
operations, and cash flows for the interim periods presented and are normal and
recurring.

Results for the period as presented are not necessarily indicative of results to
be expected of the year as a whole.

                                                                               3
<PAGE>
 
                     NAPA NATIONAL BANCORP AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                               (Dollars in 000's)

<TABLE>
<CAPTION>
                                                                       June 30,                 December 31,
                                                                         1998                      1997
                                                                  ------------------        --------------------
<S>                                                               <C>                       <C>
ASSETS
Cash and due from banks                                              $  9,686                    $  9,926
Federal funds sold                                                     14,800                      16,221
Time deposits with other financial institutions                             -                       1,782
Investment securities: Held to Maturity                                 1,824                       1,823
Investment securities: Available for Sale                              31,090                      17,250
Federal Reserve and Federal Home Loan Bank Stock                          511                         582
Loans, less allowance for loan losses of $1,617 and $1,566 
 at June 30, 1998 and December 31, 1997                                77,343                      78,057
Premises, furniture, fixtures and equipment,net                         2,589                       2,612
Accrued interest receivable                                             1,242                         934
Other real estate owned                                                   261                         607
Other assets                                                            1,179                       1,025
                                                                     --------                    --------

TOTAL ASSETS                                                         $140,525                    $130,819
                                                                     ========                    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Non-interest-bearing demand                                       $ 33,948                    $ 33,386
   Interest-bearing:
      Savings                                                          21,807                      12,982
      Transaction                                                      33,193                      34,557
      Time certificates                                                41,818                      40,536
                                                                     --------                    --------
      TOTAL DEPOSITS                                                  130,766                     121,461
Accrued interest payable and other liabilities                            719                         771
                                                                     --------                    --------
TOTAL LIABILITIES                                                     131,485                     122,232
                                                                     --------                    --------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares 
 authorized; no shares outstanding                                          0                           0
Common stock, no par value, 20,000,000 shares  authorized; 
 783,500 shares issued and outstanding at June 30, 1998 
 and December 31, 1997, respectively                                    7,147                       7,147
Retained earnings                                                       1,949                       1,417
Net unrealized (loss)gain on available for sale   
 securities, net of taxes                                                 (56)                         23
                                                                     --------                    --------
TOTAL SHAREHOLDERS' EQUITY                                              9,040                       8,587
                                                                     --------                    --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $140,525                    $130,819
                                                                     ========                    ========
</TABLE> 

                (See notes to consolidated financial statements)

                                                                               4
<PAGE>
 
                     NAPA NATIONAL BANCORP AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                 (Dollars in 000's, except earnings per share)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  June 30,
                                                                                      ---------------------------------
                                                                                         1998                    1997    
                                                                                      ---------                --------  
<S>                                                                              <C>                       <C> 
INTEREST INCOME:                                                                                                        
     Interest and fees on loans                                                        $  2,026                $  2,164 
     Interest on federal funds sold                                                         185                     216 
     Interest on time deposits with other financial institutions                              2                      59 
     Interest and dividends on investment securities                                        455                      31 
                                                                                      ---------                --------  
                TOTAL INTEREST INCOME                                                     2,668                   2,470 
INTEREST EXPENSE ON DEPOSITS                                                                883                     757 
                                                                                      ---------                --------  
                NET INTEREST INCOME                                                       1,785                   1,713 
                                                                                                                        
Provision for loan losses                                                                    85                     102 
                                                                                      ---------                --------  
                NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                       1,700                   1,611 
                                                                                      ---------                --------  
                                                                                                                        
NON-INTEREST INCOME:                                                                                                    
     Service charges on deposit accounts                                                    128                     106 
     Mortgage loan service fees                                                              10                      13 
     Other                                                                                  145                     156 
                                                                                      ---------                --------  
                TOTAL NON-INTEREST INCOME                                                   283                     275 
                                                                                      ---------                --------  
                                                                                                                        
NON-INTEREST EXPENSE:                                                                                                   
     Salaries and employee benefits                                                         794                     851 
     Occupancy                                                                              120                     115 
     Furniture, fixtures and equipment                                                      104                     125 
     Other                                                                                  412                     428 
                                                                                      ---------                --------  
                TOTAL NON-INTEREST EXPENSE                                                1,430                   1,519 
                                                                                      ---------                --------  
                                                                                                                        
                INCOME BEFORE INCOME TAXES                                                  553                     367 
                                                                                                                        
INCOME TAXES                                                                                215                     148 
                                                                                      ---------                --------  
                NET INCOME                                                             $    338                $    219 
                                                                                      =========                ========  
                                                                                                                        
EARNINGS PER COMMON SHARE                                                              $   0.43                $   0.29 
                                                                                      =========                ========  

EARNINGS PER COMMON SHARE - ASSUMING DILUTION                                          $   0.41                $   0.27 
                                                                                      =========                ========  
                                                                                                                        
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS                                                 
 PER COMMON SHARE                                                                       783,500                 764,667 
                                                                                      =========                ========  
                                                                                                                        
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS                                                 
 PER COMMON SHARE - ASSUMING DILUTION                                                   827,633                 818,613 
                                                                                      =========                ========  
 
</TABLE> 


               (SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS)


                                                                               5
<PAGE>
 
                     NAPA NATIONAL BANCORP AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                 (Dollars in 000's, except earnings per share)

<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                                  June 30,
                                                                                      ---------------------------------
                                                                                         1998                    1997    
                                                                                      ---------                --------  
<S>                                                                              <C>                       <C> 
INTEREST INCOME:                                                                                                        
     Interest and fees on loans                                                          $4,033                  $4,030 
     Interest on federal funds sold                                                         411                     438 
     Interest on time deposits with other financial institutions                             16                     117 
     Interest and dividends on investment securities                                        797                      62 
                                                                                      ---------                --------  
                TOTAL INTEREST INCOME                                                     5,257                   4,647 
INTEREST EXPENSE ON DEPOSITS                                                              1,748                   1,514 
                                                                                      ---------                --------  
                NET INTEREST INCOME                                                       3,509                   3,133 
                                                                                                                        
Provision for loan losses                                                                   190                     204 
                                                                                      ---------                --------  
                NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                       3,319                   2,929 
                                                                                      ---------                --------  
                                                                                                                        
NON-INTEREST INCOME:                                                                                                    
     Service charges on deposit accounts                                                    245                     193 
     Mortgage loan service fees                                                              26                      29 
     Other                                                                                  281                     244 
                                                                                      ---------                --------  
                TOTAL NON-INTEREST INCOME                                                   552                     466 
                                                                                      ---------                --------  
                                                                                                                        
NON-INTEREST EXPENSE:                                                                                                   
     Salaries and employee benefits                                                       1,612                   1,684 
     Occupancy                                                                              239                     225 
     Furniture, fixtures and equipment                                                      207                     242 
     Other                                                                                  777                     823 
                                                                                      ---------                --------  
                TOTAL NON-INTEREST EXPENSE                                                2,835                   2,974 
                                                                                      ---------                --------  
                                                                                                                        
                INCOME BEFORE INCOME TAXES                                                1,036                     421 
                                                                                                                        
INCOME TAXES                                                                                406                     171 
                                                                                      ---------                --------  
                NET INCOME                                                               $  630                  $  250 
                                                                                      =========                ========  
                                                                                                                        
EARNINGS PER COMMON SHARE                                                                $ 0.80                  $ 0.33 
                                                                                      =========                ========  
                                                                                                                        
EARNINGS PER COMMON SHARE - ASSUMING DILUTION                                            $ 0.76                  $ 0.31 
                                                                                      =========                ========  
                                                                                                                        
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS                                                 
 PER COMMON SHARE                                                                       783,500                 762,083 
                                                                                      =========                ========  
                                                                                                                        
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING USED TO COMPUTE NET EARNINGS                                                 
 PER COMMON SHARE - ASSUMING DILUTION                                                   827,633                 816,946 
                                                                                      =========                ========  
</TABLE> 

               (See notes to consolidated financial statements)


                                                                               6
<PAGE>
 
                     NAPA NATIONAL BANCORP AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                               (Dollars in 000's)

<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED
                                                                             JUNE 30,
                                                                ---------------------------------
                                                                  1998                      1997
                                                                --------                  --------
<S>                                                              <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $    630                  $    250
Reconciliation of net income to net cash 
 provided by operating activities:
 Depreciation on premises and equipment                              199                       234
 Loss on sale of other real estate owned                               6                         -
 Amortization of deferred loan fees and 
   discounts/premiums on securities                                  134                        (1)
 Provision for loan losses                                           190                       204
 Increase in accrued interest receivable                            (308)                      (33)
 Increase in other real estate owned                                  -                       (388)
 (Increase) Decrease in other assets, net                            (96)                      326
 (Decrease) Increase in accrued interest 
   payable and other liabilities                                     (52)                      218
                                                                --------                  --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                            703                       810
                                                                --------                  --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations, net of repayments                                 589                    (1,267)
Proceeds from maturities of time deposits with   
 other financial institutions                                      1,782                        -
Activity in securities held to maturity:
 Purchases                                                          (975)                     (974)
 Maturities                                                          974                       974
Activity in securities available for sale:
  Purchases                                                      (16,192)                       -
  Principal Paydowns                                               2,022                        -
Sale (Purchases) of Federal Reserve and Federal    
 Home Loan Bank stock                                                 65                       (15)
Purchases of Furniture and Equipment                                (176)                     (175)
Proceeds on sale of other real estate owned                          340  
                                                                --------                  --------
NET CASH USED BY INVESTING ACTIVITIES                            (11,571)                   (1,457)
                                                                --------                  --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits                                           9,305                     2,940
Cash dividends                                                       (98)                     (191)
Exercise of incentive stock options                                   -                         92
                                                                --------                  --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                          9,207                     2,841
                                                                --------                  --------
</TABLE>

                                  (CONTINUED)
 
(See notes to consolidated financial statements)


                                                                               7
<PAGE>
 
                     NAPA NATIONAL BANCORP AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                               (Dollars in 000's)


<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED
                                                                             JUNE 30,
                                                                ---------------------------------
                                                                  1998                      1997
                                                                --------                  --------
<S>                                                              <C>                     <C>
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                  (1,661)                    2,194

CASH AND CASH EQUIVALENTS AT BEGINNING OF       
 PERIOD                                                           26,147                    24,479
                                                                --------                  --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $24,486                   $26,673
                                                                ========                  ========

CASH AND CASH EQUIVALENTS AT JUNE 30:
   Cash and due from banks                                       $ 9,686                   $ 6,413
   Federal funds sold                                             14,800                    20,260
                                                                --------                  --------
                                                                 $24,486                   $26,673
                                                                ========                  ========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                        $ 1,729                   $ 1,580
                                                                ========                  ========
   Cash paid for income taxes                                        503                         0
                                                                ========                  ========
</TABLE> 


               (See notes to consolidated financial statements)




                                                                               8
<PAGE>
 
                    NAPA NATIONAL BANCORP AND SUBSIDIARIES
                                        
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Comprehensive Income

As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), Reporting Comprehensive Income. SFAS 130
establishes new rules for the reporting and display of comprehensive income or
loss and its components; however, the adoption of the Statement had no impact on
the Company's net income or shareholders' equity. SFAS 130 requires unrealized
gains or losses on the Company's available-for-sale securities, which prior to
adoption were reported separately in shareholders' equity to be included in
other comprehensive income or loss.

The following is a summary of the components of total comprehensive income, net
of related income taxes:

<TABLE>
<CAPTION>
                                         1998                                              1997
                                ----------------------                  ----------------------------------------
                                Second         First                    Fourth     Third      Second     First
                                Quarter        Quarter                  Quarter    Quarter    Quarter    Quarter
                                ----------------------                  ----------------------------------------
<S>                             <C>            <C>                      <C>        <C>        <C>        <C>
Net income                       $ 338          $292                     $226       $ 271      $218       $32
 
Net unrealized gain (loss) on
   available-for-sale
   securities                       (6)          (73)                      39           -         -         -
                                ----------------------                  ----------------------------------------
Total Comprehensive income       $ 332          $219                     $265       $ 271      $218       $32
                                ======================                  ========================================
</TABLE>

                                                                               9
<PAGE>
 
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Napa National Bancorp (the "Company") was incorporated in 1981 in the State of
California and is headquartered in Napa, California.  The Company is a bank
holding company.  Its principal subsidiary, Napa National Bank (the "Bank"), was
organized as a national banking association in 1982.  The following discussion
and analysis by the Company's management compares the results of the Company's
operations for the six months ended June 30, 1998 and 1997 and the financial
condition and liquidity of the Company as of June 30, 1998 and December 31,
1997.

Certain matters discussed in this report are forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Such risks
and uncertainties include, but are not limited to, the competitive environment
and its impact on the Company's net interest margin, changes in interest rates,
asset quality risks, concentrations of credit and the economic health of Napa
County (particularly the health of the wine industry), volatility of rate
sensitive deposits, asset/liability matching risks, the dilutive impact which
might occur upon the issuance of new shares of common stock, and liquidity
risks. Therefore, the matters set forth below should be carefully considered
when evaluating the Company's business and prospects. For additional information
concerning these risks and uncertainties, please refer to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997.

FINANCIAL CONDITION

The Company's assets increased approximately $9.7 million during the first six
months of 1998 as compared to the period ended December 31, 1997. The
substantial portion of that increase was utilized in the investment portfolio.
Total assets were $140.5 million at June 30, 1998 compared with $130.8 million
at December 31, 1997. Total deposits increased to $130.7 million at June 30,
1998 compared with $121.4 million at December 31, 1997.

The loan portfolio of $79.2 million at June 30, 1998 declined slightly compared
to the December 31, 1997 total of $79.6 million.  The allowance for loan losses
on June 30, 1998 was $1,617,000 or 2.04% of total gross loans outstanding.  Net
loan charge-offs for the first six months of 1998 were $139,000. In the opinion
of management, the allowance for loan losses was considered adequate at June 30,
1998 based on management's analysis of the risks inherent in the loan portfolio.

The Company's "held to maturity securities" consist of Treasury bonds,
municipals and stock in the Federal Reserve and Federal Home Loan Bank and are
classified as such in accordance with SFAS No. 115.  At June 30, 1998, the "held
to maturity" investment portfolio's amortized cost and fair market value was
$2,335,000.


                                                                              10
<PAGE>
 
In fourth quarter 1997, the Company began to diversify its investment portfolio
to include collateralized mortgage obligations and municipal bonds. The
intention of management is to increase earnings and improve asset liability
management through this strategy. The Company's general policy is to acquire "A"
rated or better, insured tax-free municipal bonds. Collateralized mortgage
obligations have an average life of five years or less at purchase date.  New
purchases of collateralized mortgage obligations and municipal bonds are
classified as available-for-sale securities. At June 30, 1998, collateralized
mortgage obligations and municipal securities had a amortized cost of
$27,217,000 and $3,962,000, respectively, and a fair value of $27,051,000 and
$4,032,000, respectively.

RESULTS OF OPERATIONS

The Company's after-tax earnings were $630,000 during the first six months of
1998 compared with $250,000 during the same period in 1997.

Net interest income, the principal source of the Company's earnings, represents
the difference between interest and fees earned from lending and investment
activities and the interest paid on deposits used to fund those activities.
Variations in the volume and mix of loans, investments, and deposits and their
relative sensitivity to movements in interest rates impact net interest income.

During the first six months of 1998, net interest income at $3,509,000 was
$376,000 ahead of the same period in 1997. The primary cause of the increase was
the investment income generated through the increase in deposits. That increase
was mitigated by the decrease in interest on time deposits with other financial
institutions during the first six months of 1998 of $101,000 as compared to the
same period in 1997.

Non-interest income increased by $86,000 in the first six months of 1998. This
increase resulted mainly from the increase in service charges on deposit
accounts and fees from brokered mortgage loans.

Non-interest expenses consist of salaries and benefits provided to employees of
the Bank, expenses related to premises and equipment, and operating expenses
associated with the business affairs of the Company. Total non-interest
expenses decreased $139,000 or 4.7% during the first six months of 1998 when
compared with the first six months of 1997. Salaries and benefits accounted
for $72,000 of this decrease through the attrition of full-time equivalent
employees. Other non-interest expense decreased $46,000 for the first six
months of 1998 compared to the same period in 1997, primarily, as a result of
a more effective expense control system.


                                                                              11
<PAGE>
 
CAPITAL RESOURCES AND ADEQUACY

Shareholders equity was $9.0 million or 6.4% of total assets at June 30, 1998
compared with $8.6 million or 6.6% of total assets at December 31, 1997.  The
ratio of capital to risk-weighted assets at June 30, 1998 was 11.52% for the
Company and 11.57% for the Bank. Both ratios exceeded the regulatory
requirements for a "well-capitalized" institution.  Management anticipates that
both the Company and the Bank will continue to exceed the regulatory minimums
for "well-capitalized"institutions in the foreseeable future. Therefore, in
management's opinion, the Company and the Bank have adequate capital in order to
support future growth. The Board of Directors declared a $.125 per share
dividend on June 16,1998 for stockholders of record of June 19,1998 and payable
on July 1, 1998.

INFLATIONARY FACTORS

Since the assets and liabilities of the Bank are primarily monetary in nature,
the performance of the Bank is affected more by changes in interest rates than
by inflation.


                                                                              12
<PAGE>
 
PART II - OTHER INFORMATION

     ITEM 1 - LEGAL PROCEEDINGS
     As of June 30, 1998, the Company was not party to any significant legal
     proceeding.


     ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
     There were no changes in the Company's securities during the quarter.


     ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
     No securities of this nature.


     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            On June 16, 1998, the Company held an annual meeting of shareholders
     (the "Meeting") for the purpose of (i) electing ten persons to serve as the
     Company's directors until the next annual meeting of shareholders and until
     their respective successors shall be elected and qualified, and (ii)
     ratifying the appointment of Ernst & Young LLP as the Company's independent
     public accountants for the 1998 fiscal year.

     All ten of management's nominees for directors were elected at the Meeting,
     and there was no opposition to management's nominees as listed in the
     Company's proxy statement first mailed to shareholders on May 26, 1998. The
     number of votes cast for and against, and the number of abstentions and
     broker non-votes relating to, each of management's nominees is set forth
     below:

            


     <TABLE>
     <CAPTION>                                         Abstentions and
     Name                      For        Against     Broker Non-Votes 
     ----                      ---        -------     ---------------- 
     <S>                       <C>        <C>         <C>
     William A. Bacigalupi     626,694       100             0
     Dennis Groth              626,694       100             0
     E. James Hedemark         626,694       100             0
     Michael D. Irwin          626,694       100             0
     Brian J. Kelly            626,694       100             0
     C. Richard Lemon          626,694       100             0
     Joseph G. Peatman         626,694       100             0
     A. Jean Phillips          626,694       100             0
     George M. Schofield       626,694       100             0
     W. Clarke Swanson, Jr.    626,694       100             0
     </TABLE>

     The adoption of the Company's 1998 amended and restated Stock Option Plan
     was ratified by a majority vote of the Company's shareholders. 606,664
     votes were cast in favor of the ratification, 2,283 votes were cast
     against, and there were 17,847 abstentions and broker non-votes.


                                                                              13
<PAGE>
 
     The appointment of Ernst & Young LLP as the Company's independent
     public accountants for the 1998 fiscal year was ratified by a majority vote
     of the Company's shareholders. 626,694 votes were cast in favor of
     ratification, 100 votes were cast against, and there were no abstentions
     and broker non-votes.


     ITEM 5 - OTHER INFORMATION
     None.


     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
     (a) Exhibits. See Index to Exhibits to this Form 10-QSB, for a list of the
     exhibits filed as a part of this report and incorporated herein by
     reference.

     (b)  Reports on Form 8-K:

          The Company did not file a report on Form 8-K during the second
          quarter of 1998.


                                                                              14
<PAGE>
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


 

                                            NAPA NATIONAL BANCORP
                                            ---------------------
                                                (Registrant)



Date: August 14, 1998             /s/ Brian J. Kelly                    
                                  ------------------                    
                                  Brian J. Kelly
                                  President / COO
                          
                          
                          
Date: August 14, 1998             /s/ Michael D. Irwin
                                  ---------------------
                                  Michael D. Irwin
                                  Chief Financial Officer


                                                                              15
<PAGE>
 
                               INDEX TO EXHIBITS

                                        
EXHIBIT NO.        DESCRIPTION

3(i)*    Articles of Incorporation of the Registrant, as amended.

3(ii)*   Restated Bylaws of the Registrant.

4.1*     A specimen copy of the certificates evidencing Common Stock.

10.1*    Napa National Bancorp 1992 Stock Option Plan.

10.2*    Form of Incentive Stock Option Agreement.

10.3*    Form of Nonstatutory Stock Option Agreement.

27       Financial Data Schedule.


*Previously filed.


                                                                              16