<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(MARK ONE)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

        For the quarterly period ended            September 30, 1995
                                       -----------------------------------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

        For the transition period from                    to
                                       ------------------    -------------------

For Quarter Ended  September 30, 1995     Commission file number      0-17719
                  --------------------                           ---------------

                                 AUBURN BANCORP
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  CALIFORNIA                         94-2827787
          ------------------------------      ------------------------------
         (State or other jurisdiction of     (IRS Employer Identification No.)
           incorporation or organization)

                   540 WALL STREET, AUBURN, CALIFORNIA 95603
               -------------------------------------------------
              (Address of principal executive offices) (Zip Code)

      (Registrant's telephone number, including area code)    (916) 888-8405
                                                          ----------------------

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


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_. No___.

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes___. No___.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock - Issued and outstanding 985,498 shares at September 30, 1995.



<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                                   Form 10-Q

                    For the Quarter Ended September 30, 1995


PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Following are the financial  statements of Auburn  Bancorp and  subsidiary as of
and for the quarter  and nine  months  ended  September  30, 1995 and 1994.  The
financial statements are unaudited.  However, in the opinion of management,  all
adjustments  have been made for a fair  presentation of the financial  condition
and results of operations of Auburn Bancorp and subsidiary.


                                       2

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                  September 30,    December 31,
                                                      1995            1994
                                                  -------------   -------------
<S>                                               <C>             <C>

ASSETS

Cash and Due from Banks .......................   $   5,268,964   $   5,404,454
Federal Funds Sold ............................       9,400,000       6,200,000
Loans Held for Sale ...........................       4,852,793       2,173,423
Investment Securities (At Market Value)(Note 2)       6,241,399       6,529,500
Loans, Less Allowance for Loan Losses of
  $731,463 at September 30, 1995 and $741,323
  at December 31, 1994 (Notes 3 and 5) ........      44,645,570      42,846,549
Bank Premises and Equipment, Net ..............       3,168,696       3,409,874
Goodwill and Other Intangibles ................         471,977         524,479
Accrued Interest Receivable and
  Other Assets ................................       2,603,416       2,339,272
                                                  -------------   -------------
         Total Assets .........................   $  76,652,815   $  69,427,551
                                                  =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-Interest Bearing ........................   $  14,164,451   $  13,816,423
  Interest Bearing ............................      53,924,918      47,253,089
                                                  -------------   -------------

         Total Deposits .......................      68,089,369      61,069,512

Long-Term Debt ................................         564,363         586,893
Accrued Interest Payable and
  Other Liabilities ...........................         527,567         296,000
                                                  -------------   -------------

         Total Liabilities ....................      69,181,299      61,952,405
                                                  -------------   -------------

Commitments (Note 4)

Stockholders' Equity:
  Preferred Stock - no par value;
    10,000,000 shares authorized;
    none issued
  Common Stock - no par value;
    10,000,000 shares authorized;
    issued and outstanding 985,498 shares
    in 1995 and 1,041,053 in 1994 .............       5,107,501       5,525,420
  Unrealized Gain(Loss) on
    Available-for-Sale Investment Securities,
    Net of Tax Benefit ........................          15,123        (114,785)
  Retained Earnings ...........................       2,348,892       2,064,511
                                                  -------------   -------------

         Total Stockholders' Equity ...........       7,471,516       7,475,146
                                                  -------------   -------------
         Total Liabilities and
           Stockholder's Equity ...............   $  76,652,815   $  69,427,551
                                                  =============   =============
</TABLE>

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

                                       3

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                        CONSOLIDATED STATEMENT OF INCOME
                                  (Unaudited)
<TABLE>
<CAPTION>
                                             Quarter Ended            Nine Months Ended
                                             September 30,              September 30,
                                      -------------------------   -------------------------
                                          1995         1994           1995       1994
                                      -----------   -----------   -----------   -----------
<S>                                   <C>           <C>           <C>           <C>    
Interest Income:
  Interest and Fees on Loans ......   $ 1,200,058   $   930,841   $ 3,553,804   $ 2,548,838
  Interest on Investment Securities       105,642       105,093       322,884       230,200
  Interest on Federal Funds Sold ..       114,922        71,908       231,655       185,738
  Interest on Loans Held for Sale .       162,248       145,425       407,282       368,984
                                      -----------   -----------   -----------   -----------
    Total Interest Income .........     1,582,870     1,253,267     4,515,625     3,333,760
                                      -----------   -----------   -----------   -----------

Interest Expense:
  Interest on Deposits ............       430,018       279,646     1,195,747       767,942
  Interest on Long-Term Debt ......        12,102        12,724        36,784        38,613
                                      -----------   -----------   -----------   -----------
    Total Interest Expense ........       442,120       292,370     1,232,531       806,555
                                      -----------   -----------   -----------   -----------

    Net Interest Income ...........     1,140,750       960,897     3,283,094     2,527,205
Provision for Loan Losses (Note 3)         30,000                      40,000
                                      -----------   -----------   -----------   -----------
    Net Interest Income After
      Provision for Loan Losses ...     1,110,750       960,897     3,243,094     2,527,205
                                      -----------   -----------   -----------   -----------

Non-Interest Income:
  Service Charges .................       132,327        64,904       302,931       196,746
  Loan Servicing Income ...........        84,249        75,867       251,773       205,483
  Gain on Sale of Loans ...........       122,040       174,206       356,574       690,299
  Gain on Sale of Investment
    Securities ....................                                                 173,443
  Other ...........................        15,982        35,969        48,159        46,855
                                      -----------   -----------   -----------   -----------
    Total Non-Interest Income .....       354,598       350,946       959,437     1,312,826
                                      -----------   -----------   -----------   -----------

Other Expenses:
  Salaries and Employee
    Benefits (Note 6) .............       595,286       536,628     1,690,369     1,543,696
  Occupancy .......................        65,214        70,337       198,303       193,164
  Equipment .......................        96,546        92,506       311,862       265,969
  Other ...........................       256,779       297,548       935,099       948,298
                                      -----------   -----------   -----------   -----------
    Total Other Expenses ..........     1,013,825       997,019     3,135,633     2,951,127
                                      -----------   -----------   -----------   -----------

    Income Before Income Taxes ....       451,523       314,824     1,066,898       888,904

Income Taxes ......................       192,000       132,300       470,200       384,000
                                      -----------   -----------   -----------   -----------

    Net Income ....................   $   259,523   $   182,524   $   596,698   $   504,904
                                      ===========   ===========   ===========   ===========

Earnings Per Share ................   $       .26   $       .17   $       .59   $       .48
                                      ===========   ===========   ===========   ===========

Weighted Average Number of Shares .     1,010,120     1,062,120     1,010,120     1,062,120
                                      ===========   ===========   ===========   ===========
</TABLE>

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

                                       4

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (Unaudited)

                      Nine Months Ended September 30, 1995
                        and Year Ended December 31, 1994
<TABLE>
<CAPTION>
                                                                          Unrealized
                                                                          (Loss)Gain
                                                                              on
                                                                          Available-
                                     Common Stock           Retained       for-Sale
                                Shares         Amount       Earnings      Securities        Total
                             -----------    -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>            <C>    
Balance,
  January 1, 1994 ........     1,041,053    $ 5,525,420    $ 1,537,345                   $ 7,062,765

Cash Dividend
  $.28 per share .........                                    (291,495)                     (291,495)

Net Income ...............                                     818,661                       818,661

Unrealized Loss on
  Available-for-Sale
  Investment Securities,
  Net of Tax Benefit .....                                                   (114,785)      (114,785)
                             -----------    -----------    -----------    -----------    -----------

  Balance,
    December 31, 1994 ....     1,041,053      5,525,420      2,064,511       (114,785)     7,475,146

Cash Dividend
  $.30 per share .........                                    (312,317)                     (312,317)

Redemption of Common
  Stock ..................       (56,278)      (422,147)                                    (422,147)

Net income ...............                                     596,698                       596,698

Issuance of
  Common Stock Under
  Stock Option Plan and
  Related Tax Benefit ....           723          4,228                                        4,228

Net Decrease in
  Unrealized Loss on
  Available-for-Sale
  Investment Securi-
  ties, Net of Tax
  Benefit ................                                                    129,908        129,908
                             -----------    -----------    -----------    -----------    -----------

  Balance,
    September 30, 1995 ...       985,498    $ 5,107,501    $ 2,348,892    $    15,123    $ 7,471,516
                             ===========    ===========    ===========    ===========    ===========
</TABLE>

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

                                       5

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS

              Nine Month Periods Ended September 30, 1995 and 1994
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                         1995           1994
                                                     -----------    -----------
<S>                                                  <C>            <C>

Cash Flows from Operating Activities:

  Net Income .....................................   $   596,698    $   504,904
  Adjustments to Reconcile Net
    Income to Net Cash Used in
    Operating Activities:
      Depreciation and Amortization ..............       341,600        298,761
      Provision for Loan Losses ..................        40,000
      Decrease in Deferred Loan
        Origination Fees and Costs, Net ..........       (48,968)          (963)
      Net Increase in Unamortized Discount on
        Retained Portion of Sold Loans ...........        24,387        184,777
      Net Increase in the Present Value of
        Future Servicing Income ..................          (685)      (134,349)
      Gain on Sale of Investment Securities ......                     (173,443)
      Gain on Sale of Assets .....................                      (12,176)
      Increase in Loans Held for Sale ............    (2,679,370)    (2,542,983)
      Increase (Decrease) in Accrued Interest
        Receivable and Other Assets ..............        44,910       (791,086)
      Increase in Accrued Interest
        Payable and Other Liabilities ............       232,396         79,030
                                                     -----------    -----------

        Net Cash Used in Operating
          Activities .............................    (1,449,032)    (2,587,528)
                                                     -----------    -----------


Cash Flows From Investing Activities:

  Proceeds from Matured Investment Securities ....       500,000        500,000
  Proceeds from Sale of Available-for-Sale
    Investment Securities ........................                    2,204,400
  Purchase of Available-for-Sale
    Investment Securities ........................                   (4,591,943)
  Net Increase in Loans ..........................    (2,214,340)    (6,117,942)
  Proceeds from Sale of Fixed Assets .............         3,795         18,248
  Purchases of Bank Premises and
    Equipment ....................................       (42,174)      (323,780)
                                                     -----------    -----------

    Net Cash Used in
      Investing Activities .......................    (1,752,719)    (8,311,017)
                                                     -----------    -----------
</TABLE>

                                  (Continued)
                                       6

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Continued)

              Nine Month Periods Ended September 30, 1995 and 1994
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                         1995           1994
                                                     -----------    -----------
<S>                                                  <C>            <C>
Cash Flows from Financing Activities:

  Net Increase in Demand, Interest
    Bearing and Savings Deposits .............       $ 3,952,458    $12,491,866
  Net Increase (Decrease) in Time Deposits ...         3,067,399       (118,271)
  Principal Payments on Long-Term Debt .......           (22,530)       (20,700)
  Payments to Redeem Common Stock ............          (422,147)
  Proceeds from Exercise of Stock Options ....             3,398
  Payments of Cash Dividends .................          (312,317)      (291,494)
                                                     -----------    -----------

    Net Cash Provided by
      Financing Activities ...................       6,266,261       12,061,401
                                                 -------------    -------------

    Increase in Cash and
      Cash Equivalents .......................       3,064,510        1,162,856

Cash and Cash Equivalents at Beginning
  of Year ....................................      11,604,454       10,888,597
                                                 -------------    -------------

Cash and Cash Equivalents at End of Period ...   $  14,668,964    $  12,051,453
                                                 =============    =============


Supplemental Disclosure of Cash
  Flow Information:

  Cash paid during the period for:
    Interest Expense .........................   $   1,012,188    $     772,428
    Income Taxes .............................   $     467,045    $     310,845

Non-Cash Investing Activities:

  Real Estate Acquired through
    Foreclosure ..............................   $     399,901
  Net Change in Unrealized Gain
    (Loss) on Available-for-Sale
    Investment Securities ....................   $     129,908    $     (57,694)
</TABLE>

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

                                       7

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     GENERAL

     Auburn  Bancorp  (the  Company) was  incorporated  on December 31, 1981 and
     obtained  approval of the Board of Governors of the Federal  Reserve System
     to be a bank  holding  company.  The  Company  received  approval  from the
     Comptroller  of the Currency on August 10, 1982 to organize  Auburn Bank of
     Commerce,  N.A., which opened for business on February 7, 1983. The name of
     the Subsidiary was changed to The Bank of Commerce,  N.A. (the Bank) during
     1988.

     The  accounting  and reporting  policies of the Company and its  subsidiary
     conform  with  generally  accepted  accounting  principles  and  prevailing
     practices within the banking industry.

     Certain  reclassifications  have  been  made to prior  years'  balances  to
     conform to classifications used in 1995.

     PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
     and subsidiary,  which is wholly-owned.  All material intercompany balances
     and transactions have been eliminated in consolidation.

     LOANS HELD FOR SALE

     Loans  held  for  sale  consist  of  mortgage   loans  and  Small  Business
     Administration  (SBA) guaranteed loans and are carried at the lower of cost
     or market value.  Loans held for sale subsequently  transferred to the loan
     portfolio are  transferred at the lower of cost or market value at the date
     of transfer. Any difference between the carrying amount of the loan and its
     outstanding  principal  balance is  recognized as an adjustment to yield by
     the interest method.  Unrealized losses on loans held for sale are included
     in other  expense.  Realized gains or losses are determined on the specific
     identification method and are reflected in non-interest income or expense.



                                       8

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INVESTMENT SECURITIES

     The Company  adopted  Statement of Financial  Accounting  Standards No. 115
     (SFAS  115),   Accounting  for  Certain  Investments  in  Debt  and  Equity
     Securities  on  January  1,  1994.  SFAS 115  requires  that the  Company's
     investment  securities  be  classified  into  one of  three  categories  as
     follows:

          o    Trading  securities  which  are  reported  at  fair  value,  with
               unrealized  gains  and  losses  included  in  earnings.   Trading
               securities  are bought and held  principally  for the  purpose of
               selling within a short period of time.

          o    Available-for-sale  securities  which are reported at fair value,
               with  unrealized  gains and losses  excluded  from  earnings  and
               reported,  net of taxes, as a separate component of stockholders'
               equity.
          
          o    Held-to-maturity securities which are reported at amortized cost,
               adjusted  for the  accretion  of discounts  and  amortization  of
               premium.

     Management determines the appropriate  classification of its investments at
     the time of purchase  and  accounts  for the  transfer  of a security  from
     available-for- sale to held-to-maturity at fair value.

     Gains or losses on the sale of  securities  are  computed  on the  specific
     identification method. Interest earned on investment securities is reported
     in  interest  income,  net  of  applicable  adjustments  for  accretion  of
     discounts and amortization of premiums. In addition, unrealized losses that
     are other than temporary are recognized in earnings for all investments.

     LOANS

     Loans are  stated  at  principal  balances  outstanding,  except  for loans
     transferred  from the loans held for sale account  which are carried at the
     lower of  principal  balance  or  market  value  at the  date of  transfer,
     adjusted for accretion of  discounts.  Interest is accrued daily based upon
     outstanding loan balances. However, when, in the opinion of management, the
     future collectibility of interest and principal is in serious doubt, a loan
     is placed on  nonaccrual  status  and the  accrual  of  interest  income is
     suspended.  Any  interest  accrued  but unpaid is charged  against  income.
     Payments  received are applied to reduce  principal to the extent necessary
     to eliminate such doubt.  Subsequent  payments on these loans,  or payments
     received  on  nonaccrual  loans for which the  ultimate  collectibility  of
     principal is not in doubt,  are applied first to earned but unpaid interest
     and then to principal.


                                       9

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     LOANS (Continued)

     Substantially  all loan  origination  fees,  commitment  fees,  direct loan
     origination costs and purchase premiums and discounts on loans are deferred
     and  recognized  as an  adjustment  of yield,  to be  amortized to interest
     income over the contractual  term of the loan. The  unamortized  balance of
     deferred fees and costs is reported as a component of net loans.

     The  allowance for loan losses is maintained to provide for losses that can
     be expected to occur in the normal  course of  business.  The  allowance is
     based on the character of the loan portfolio,  management's analysis of the
     portfolio, and business and economic conditions in the Bank's service area.
     The allowance is  established  through a provision for loan losses which is
     charged to expense.

     The Company  adopted SFAS 114,  Accounting by Creditors for Impairment of a
     Loan and SFAS 118,  Accounting by Creditors for Impairment of a Loan-Income
     Recognition  and  Disclosure  as of January  1, 1995.  As a result of these
     Statements,  impaired  loans are  measured  based on the  present  value of
     expected  future  cash  flows or, as a  practicable  matter,  at the loan's
     observable  market  price or the fair  value of  collateral  if the loan is
     collateral  dependent.  The amount of initial impairment and any subsequent
     change in expected cash flows is recognized  through the provision for loan
     losses.

     SALES AND SERVICING OF SBA LOANS

     Included in loans held for sale are loans  which are 70% to 90%  guaranteed
     by the Small Business Administration (SBA). The guaranteed portion of these
     loans  may  be  sold  to  a  third  party,  with  the  Bank  retaining  the
     unguaranteed  portion.  The Bank generally  receives a premium in excess of
     the adjusted  carrying  value of the loan at the time of sale. In addition,
     the Bank receives a fee to service the loan  represented  by the difference
     between the rate paid by the  borrower to the Bank and the rate paid by the
     Bank to the  purchaser.  Any  excess  of this fee over the  normal  cost of
     servicing the loan is recorded as additional gain (excess servicing fees).

     The Bank's  investment  in an SBA loan is  allocated  between the  retained
     portion of the loan, the excess  servicing fee, and the sold portion of the
     loan based on their  relative fair values on the date the loan is sold. The
     gain on the sold portion of the loan is recognized as income at the time of
     sale. The carrying value of the retained  portion of the loan is discounted
     based on the  estimated  value of a  comparable  non-guaranteed  commercial
     loan. The excess  servicing fee is reflected as an asset and amortized over
     the estimated life of the related loan.  Significant  future prepayments of
     these loans will result in the  recognition of additional  amortization  of
     related excess servicing fees.


                                       10

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     OTHER REAL ESTATE

     Other  real  estate  includes  real  estate  acquired  in full  or  partial
     settlement of loan  obligations.  When property is acquired,  any excess of
     the Company's recorded  investment in the loan balance and accrued interest
     income  over the  estimated  fair market  value of the  property is charged
     against the allowance for loan losses.  Subsequent gains or losses on sales
     or writedowns  are recorded in other income or expense as incurred.  In the
     financial  statements,  other real estate is  included in accrued  interest
     receivable and other assets.

     BANK PREMISES AND EQUIPMENT

     Bank premises and equipment are carried at cost,  including  interest costs
     for the  construction of Bank premises.  No interest costs were capitalized
     in 1995 or 1994. Depreciation is determined using the straight-line method,
     over the useful  lives of the  related  assets.  The  useful  lives of bank
     premises are estimated to be twenty to forty years. The useful lives of the
     improvements to Bank premises,  furniture and equipment are estimated to be
     two to ten years.  When assets are sold or otherwise  disposed of, the cost
     and related accumulated depreciation are removed from the accounts, and any
     resulting gain or loss is recognized in income for the period.  The cost of
     maintenance and repairs is charged to expense as incurred.

     INCOME TAXES

     The  Company  accounts  for  income  taxes  using  an asset  and  liability
     approach.  Under this  approach,  deferred tax assets and  liabilities  are
     recognized for the tax  consequences of temporary  differences  between the
     financial  statement and tax basis of existing assets and  liabilities.  On
     the balance sheet, net deferred tax assets are included in accrued interest
     receivable and other assets.

     CASH EQUIVALENTS

     For the purpose of the statement of cash flows, the Company  considers cash
     and  due  from  banks  and  Federal  funds  sold  to be  cash  equivalents.
     Generally, Federal funds are sold for one day periods.

     EARNINGS PER SHARE

     Earnings  per share are  calculated  using the weighted  average  number of
     shares of common stock and common stock equivalents  outstanding during the
     year. The dilutive effect of stock options outstanding from the application
     of the treasury  stock method has been  considered  in the  computation  of
     common stock equivalents.

     LOANS SERVICED FOR OTHERS

     Loans with unpaid  balances of  approximately  $53,311,500  and $47,644,400
     were being serviced for others at September 30, 1995 and December 31, 1994,
     respectively.


                                       11

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

2.   INVESTMENT SECURITIES

     The amortized cost and estimated  market value of investment  securities at
     September 30, 1995 and December 31, 1994 consisted of the following:
<TABLE>
<CAPTION>
     Available-for-Sale:

                                                             1995
                                    --------------------------------------------------------
                                                       Gross          Gross       Estimated
                                     Amortized      Unrealized     Unrealized       Market
                                        Cost           Gains         Losses          Value
                                    -----------    -----------    -----------    -----------
     <S>                            <C>            <C>            <C>            <C> 
     U.S. Government
       agencies ................    $ 3,499,873    $     3,163    $    (4,442)   $ 3,498,594

     Obligations of states
       and political sub-
       divisions ...............      2,574,952         27,353                     2,602,305

     Federal Reserve Bank
       stock ...................        140,500                                      140,500
                                    -----------    -----------    -----------    -----------

                                    $ 6,215,325    $    30,516    $    (4,442)   $ 6,241,399
                                    ===========    ===========    ===========    ===========
</TABLE>

     Net  unrealized  gains on  available-for-sale  securities  in the amount of
     $26,074  were  recorded  net of  $10,951  in  tax  benefits  as a  separate
     component  of  stockholders'  equity.  There  were no sales  of  investment
     securities in 1995.
<TABLE>
<CAPTION>
     Available-for-Sale:
                                                             1994
                                    --------------------------------------------------------
                                                       Gross          Gross       Estimated
                                     Amortized      Unrealized     Unrealized       Market
                                        Cost           Gains         Losses          Value
                                    -----------    -----------    -----------    -----------
     <S>                            <C>            <C>            <C>            <C>    
     U.S. Government
       agencies ................    $ 3,499,922                   $   (89,922)   $ 3,410,000

     Obligations of states
       and political sub-
       divisions ...............      3,084,443    $       460       (105,903)     2,979,000

     Federal Reserve Bank
       stock ...................        140,500                                      140,500
                                    -----------    -----------    -----------    -----------
                                    $ 6,724,865    $       460    $  (195,825)   $ 6,529,500
                                    ===========    ===========    ===========    ===========
</TABLE>

     Net unrealized losses on available-for-sale  investment securities totaling
     $195,365  were  recorded  net of  $80,580  in tax  benefits  as a  separate
     component of stockholders'  equity.  Proceeds and gross realized gains from
     the sale of available-  for-sale  investment  securities for the year ended
     December 31, 1994 totaled $2,204,400 and $173,443, respectively.

                                       12

<PAGE>




                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

2.   INVESTMENT SECURITIES (Continued)

     The  amortized  cost  and  estimated  market  value of debt  securities  at
     September  30,  1995 by  contractual  maturity  are shown  below.  Expected
     maturities will differ from contractual  maturities  because the issuers of
     the  securities  may have the right to call or prepay  obligations  with or
     without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                       September 30, 1995                  
                                    --------------------------------------------------------
                                        Available-for-Sale             Held-to-Maturity      
                                    --------------------------------------------------------
                                                    Estimated                     Estimated
                                     Amortized       Market        Amortized       Market
                                        Cost          Value           Cost          Value
                                    -----------    -----------    -----------    -----------
     <S>                            <C>            <C>            <C>            <C>  
     Due in one year
       or less .................    $ 4,499,873    $ 4,499,904

     Due after five
       years through
       ten years ...............      1,574,952      1,600,995

     Federal Reserve
       Bank stock ..............        140,500        140,500
                                    -----------    -----------    -----------    -----------
                                    $ 6,215,325    $ 6,241,399    $    -         $    -
                                    ===========    ===========    ===========    ===========
</TABLE>

                                       13

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

3.   LOANS

     Outstanding  loans  at  September  30,  1995  and  December  31,  1994  are
     summarized below:
<TABLE>
<CAPTION>
                                                    September 30,  December 31,
                                                         1995          1994
                                                      -----------   -----------

     <S>                                              <C>           <C>        
     Commercial ...................................   $ 7,830,748   $ 6,857,703
     Real estate - mortgage .......................    32,617,205    31,795,561
     Real estate - construction ...................     2,257,332     2,871,406
     Installment ..................................     2,751,543     2,191,965
                                                      -----------   ----------- 

                                                       45,456,828    43,716,635
     Deferred loan fees ...........................       (79,795)     (128,763)
     Allowance for loan losses ....................      (731,463)     (741,323)
                                                      -----------   -----------

                                                      $44,645,570   $42,846,549
                                                      ===========   ===========
</TABLE>
     Changes in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
                                Nine Months Ended September 30,     December 31,
                                    ---------------------------     -----------
                                        1995            1994            1994
                                    -----------     -----------     -----------
<S>                                 <C>             <C>             <C>   
     Balance, beginning of
       year .....................   $   741,323     $    92,514     $   792,514
     Provision charged to
       operations ...............        40,000
     Losses charged to
       allowance ................       (54,493)             (7)        (79,143)
     Recoveries .................         4,633           3,500          27,952
                                    -----------     -----------     -----------

          Balance, end of
             period .............   $   731,463     $   788,657     $   741,323
                                    ===========     ===========     ===========
</TABLE>

     At  September  30,  1995,  the  recorded  investment  in  loans  that  were
     considered  to be impaired  under SFAS 114 was  $674,874.  Included in this
     amount is $674,874 of impaired  loans for which the related  allowance  for
     credit losses is $50,100. The average recorded investment in impaired loans
     during the  quarter  and nine month  period  ended  September  30, 1995 was
     approximately $674,874 and $754,391, respectively. For the quarter and nine
     month  period ended  September  30, 1995,  the Bank did not  recognize  any
     interest income on impaired loans.

                                       14

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                  (Continued)

4.   COMMITMENTS

     At September 30, 1995 and December 31, 1994, the Bank had outstanding  loan
     commitments  and  letters of credit  totaling  $8,014,878  and  $5,892,284,
     respectively.

5.   RELATED PARTY TRANSACTIONS

     During the normal  course of  business,  the Bank enters into  transactions
     with  related   parties,   including   Directors  and   affiliates.   These
     transactions  include  borrowings from the Bank with substantially the same
     terms,  including  rates and  collateral,  as loans to  unrelated  parties.
     Aggregate  related party  borrowings  totaled  $1,213,012 and $1,218,857 at
     September 30, 1995 and December 31, 1994, respectively.

6.   PROFIT SHARING PLAN

     Effective  January 1, 1987,  the Bank adopted The Bank of  Commerce,  N.A.,
     401(k)  Profit  Sharing Plan and Trust.  The Plan is available to employees
     meeting certain service  requirements.  The Bank's contribution to the Plan
     is discretionary  and is allocated in the same ratio as each  participant's
     compensation bears to total compensation of all participants. Contributions
     to the profit sharing plan for the nine months ended September 30, 1995 and
     1994 totaled $58,607 and $55,190 respectively.


                                       15

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                                   FORM 10-Q
                                  (Continued)

                    For the Quarter Ended September 30, 1995

PART I - FINANCIAL INFORMATION

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

FINANCIAL CONDITION

Total assets  increased by 10.5% to $76.7  million at September  30, 1995,  from
$69.4 million at December 31, 1994.  Total deposits  increased by 11.5% to $68.1
million at September  30, 1995 from $61.1  million at December  31,  1994.  This
increase in  deposits,  which  provides  the major source of funds for the Bank,
resulted in the corresponding increase in total assets. The increase in deposits
was primarily in  Certificates of Deposit.  Within total assets,  the funds from
these increased  deposits were primarily  invested in Federal funds sold,  loans
held for sale and portfolio loans.

Net loans totaled $44.6 million at September 30, 1995,  representing  a 66% loan
to deposit  ratio,  compared to net loans of $42.8 million at December 31, 1994,
representing a 70% loan to deposit ratio.  Loans are expected to grow during the
remainder of 1995.  In  Management's  opinion,  the  allowance  for loan losses,
totaling $731,463 at September 30, 1995,  adequately  provides for possible loan
losses. This allowance  represents 1.6% of gross loans outstanding at the end of
the third quarter.

The Company  declared a cash  dividend  of $.30 per share on January  18,  1995,
which was paid on February  28, 1995 to  shareholders  of record on February 10,
1995.

The Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991  (FDICIA)
established the following  capital levels for determining  that a bank meets the
highest  capital  standards  and  is  determined  to  be  a  "well  capitalized"
institution:
<TABLE>
<CAPTION>
                                   September 30,    September 30,   December 31,
                                       1995             1994             1994
                                   -----------      -----------     -----------
<S>                                    <C>              <C>              <C>
Total Risk-Based Capital Ratio
  Regulatory Requirement ........      10.0%            10.0%            10.0%                        
  Bank Ratio ....................      12.5%            13.1%            13.4%
Tier 1 Risk-Based Capital Ratio
  Regulatory Requirement ........       6.0%             6.0%             6.0%
  Bank Ratio ....................      11.2%            11.9%            12.2%
Leverage Ratio
  Regulatory Requirement ........       5.0%             5.0%             5.0%
  Bank Ratio ....................       8.7%             9.1%             9.0%
</TABLE>

As  noted in the  above  schedule,  The Bank of  Commerce,  N.A.  meets  all the
regulatory capital requirements of a "well capitalized" institution.


                                       16

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                                   FORM 10-Q
                                  (Continued)

                    For the Quarter Ended September 30, 1995

PART I - FINANCIAL INFORMATION (Continued)

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1995

Interest  income  increased  26.3% to $1,582,870 for the quarter ended September
30, 1995 from $1,253,267 for the quarter ended September 30, 1994. The increased
interest  income was  primarily  due to an  increase  in loans  outstanding  and
Federal Funds sold during the quarter ended September 30, 1995.

Interest expense increased 51.2% to $442,120 for the quarter ended September 30,
1995 from  $292,370 for the quarter ended  September  30, 1994.  The increase in
interest  expense was the result of interest rates on interest  bearing deposits
being  higher in the third  quarter of 1995 as compared to the third  quarter of
1994. In addition,  there was a significant  increase in Certificates of Deposit
in 1995.

Non-interest  income  increased 1.0% to $354,598 for the quarter ended September
30, 1995 from $350,946 for the quarter ended September 30, 1994. Service charges
increased  103.9% to $132,327  for the  quarter  ended  September  30, 1995 from
$64,904 for the quarter ended  September 30, 1994. In addition,  loan  servicing
income  increased 11.0% to $84,249 for the quarter ended September 30, 1995 from
$75,867 for the quarter ended September 30, 1994 due to continued  growth in the
servicing  portfolio  of SBA loans.  A decrease  of 29.9% on the gain on sale of
loans reflects  management's decision to hold SBA loans for longer periods prior
to sale and a decrease in SBA and mortgage  loan  activity in 1995 over the same
period during 1994.

The  allocation  to the  Provision for Loan Losses for the third quarter of 1995
was  $30,000.  There  was no  allocation  for the  third  quarter  of 1994.  Net
charge-offs  for the quarter ended September 30, 1995 totaled $4,010 as compared
to net recoveries of $1,491 for the same period in 1994.

Other expenses  increased 1.7% to $1,013,825 for the quarter ended September 30,
1995 from $997,019 for the quarter  ended  September  30, 1994.  These  expenses
represent  the  operational  and  administrative  expenses  of the  Company  and
increased in proportion to the growth in assets.

Net income for the quarter ended September 30, 1995 totaled $259,523 as compared
to net income of  $182,524  for the  quarter  ended  September  30,  1994.  This
increase in income was primarily the result of a 28.9%  increase in interest and
fees on loans and corresponding 18.7% increase in net interest income.


                                       17

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                                   FORM 10-Q
                                  (Continued)

                    For the Quarter Ended September 30, 1995

PART I - FINANCIAL INFORMATION (Continued)

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995

Interest  income  increased  35.5% to $4,515,625 for the nine month period ended
September 30, 1995 from $3,333,760 for the nine month period ended September 30,
1994. The increased  interest income was primarily due to an increase in average
loans  outstanding  and  investment  securities  during the first nine months of
1995.  Interest income on loans held for sale also increased as loans were being
held longer  prior to sale.  In  addition,  interest  rates on loans were higher
during the first nine  months of 1995 as  compared  to the first nine  months of
1994.

Interest  expense  increased 52.8% to $1,232,531 for the nine month period ended
September 30, 1995 from  $806,555 for the nine month period ended  September 30,
1994.  The  increase  in interest  expense  was the result of interest  rates on
interest  bearing  deposits  being  higher in the first  nine  months of 1995 as
compared to the first nine months of 1994. In addition,  there was a significant
increase in Certificates of Deposit during the first nine months of 1995.

The following table reflects  repricing options that are included in the balance
sheet that are sensitive to changes in interest rate. At September 30, 1995, the
cumulative  one-year gap was a negative  $16.6  million,  representing  25.3% of
earning  assets.  This means that $16.6  million of earning  assets will reprice
after the sources of funds reprice.  During 1995, a period of declining interest
rates, the Bank's negative gap position resulted in a slight decrease in its net
interest  margin.  The Bank's net interest margin at September 30, 1995 was 6.9%
as compared to 7.0% at December 31, 1994.
<TABLE>
<CAPTION>
                       1-90 days  91-365 days  1-5 years  5-10 years  10+ years
                      ----------  ----------  ----------  ----------  ---------   
<S>                   <C>         <C>         <C>         <C>         <C>  
Earning Assets            45,184       5,273       9,315       3,878      1,991
Net sources               58,234       8,825       1,030           0        564
Incremental gap          (13,050)     (5,552)     11,123       4,271        478
Cumulative gap           (13,050)    (16,602)     (8,317)     (4,439)    (3,012)
% of earning assets        (19.9)      (25.3)      (12.7)       (6.8)      (4.6)
</TABLE>

Non-interest  income  decreased  26.9% to $959,437  for the first nine months of
1995  from  $1,312,826  for the  first  nine  months  of 1994.  Service  charges
increased  54.0% to $302,931 for the first nine months of 1995 from $196,746 for
the first nine  months of 1994.  The  primary  reason for this  increase  was an
increase in the service charge schedules for checking and savings  accounts.  In
addition,  loan servicing  income increased 22.5% to $251,773 for the first nine
months of 1995 from  $205,483 for the first nine months of 1994 due to continued
growth in the servicing  portfolio of SBA loans. A decrease of 48.3% on the gain
on sale of loans  reflects  management's  decision  to hold SBA loans for longer
periods  prior to sale and a decrease in SBA and mortgage  loan activity in 1995
over the same period  during 1994.  An  investment  security was sold during the
first quarter of 1994 in order to take advantage of favorable market conditions.
The  sale  resulted  in a  pre-tax  gain of  $173,443.  There  were no  sales of
securities  during  the  first  nine  months  of 1995  and  management  does not
anticipate any sales during the remainder of 1995.

                                       18

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                                   FORM 10-Q
                                  (Continued)

                    For the Quarter Ended September 30, 1995

PART I - FINANCIAL INFORMATION (Continued)

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 (CONTINUED)

The  allocation  to the  Provision  for Loan Losses for the first nine months of
1995 was $40,000. There was no allocation for the first nine months of 1994. Net
charge-offs  for the nine month period ended  September 30, 1995 totaled $49,860
as compared to net charge-offs which totaled $3,848 for the same period in 1994.

Other  expenses  increased  6.3% to $3,135,633 for the first nine months of 1995
from  $2,951,127  for the nine month period  ended  September  30,  1994.  These
expenses  represent the operational and  administrative  expenses of the Company
and increased in proportion to the growth in assets.

Net income for the nine months  ended  September  30, 1995  totaled  $596,698 as
compared to net income of $504,904 for the nine months ended September 30, 1994.
This increase in income was primarily the result of a 39.4% increase in interest
and fees on loans and corresponding 29.9% increase in net interest income.


                                       19

<PAGE>



                         AUBURN BANCORP AND SUBSIDIARY

                                   FORM 10-Q
                                  (Continued)

                    For the Quarter Ended September 30, 1995

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

No legal proceedings have occurred relating to Auburn Bancorp or it subsidiary.

Item 2. Changes in Securities.

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

The Annual  Meeting of  Shareholders  of the Company was held on April 19, 1995.
The only matter  voted upon at the meeting was the  election of  Directors.  The
results of the election were as follows:
<TABLE>
<CAPTION>

         Nominee For Office           Shares For          Shares Against
                                                           or Withheld
         <S>                            <C>                   <C>
         John G. Briner                 798,759               4,662
         Paul Brocker                   798,759               4,662
         D. Dwight Odom, M.D.           798,759               4,662
         Thomas E. Propp                798,759               4,662
         Donald L. Robinson             798,759               4,662
         Harry E. Sands                 798,759               4,662
         Virgil R. Traynor, D.V.M.      796,097               7,324
         Gary N. Weeks                  798,759               4,662
         H. Ray Yamasaki                798,759               4,662
</TABLE>

Item 6. Exhibits and Reports on Form 8-K.

No reports on Form 8-K have been filed during the quarter  ended  September  30,
1995.


                                       20

<PAGE>


                         AUBURN BANCORP AND SUBSIDIARY

                                   FORM 10-Q
                                  (Continued)

                    For the Quarter Ended September 30, 1995



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




Date:  November 14, 1995


                                 AUBURN BANCORP



                                 By     /s/ JOHN G. BRINER
                                     -----------------------------
                                        John G. Briner
                                        President and
                                        Chief Executive Officer




                                 By     /s/ THOMAS L. WALKER     
                                     ----------------------------- 
                                        Thomas L. Walker
                                        Senior Vice President and
                                        Controller and Chief
                                        Financial Officer

      `



<PAGE>