<PAGE>

                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-QSB

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

                    For quarter ended  September 30, 1995
                    -------------------------------------

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

          For the transitions period from_________to______________

                      Commission file number  2-79912
                      -------------------------------

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

         California                                         95-3764395
-------------------------------                 -------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                              11 Golden Shore
                           Long Beach, CA  90802
-------------------------------------------------------------------------------
                  (Address of principal executive offices)

                               (310) 491-1111
-------------------------------------------------------------------------------
                         (Issuer's telephone number)

                                Not applicable
-------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report.)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter periods 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
   ----------   ----------

Check 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
after the distribution of securities under a plan confirmed by a court.
Yes        No         Other   N/A
    ------    ------        --------

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common stock, no par value -- 1,348,021 shares as of November 7, 1995
-------------------------------------------------------------------------------


<PAGE>

                        HARBOR BANCORP AND SUBSIDIARIES

                                      INDEX


PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)

     Condensed consolidated balance sheets -- September 30,
     1995 and December 31, 1994

     Condensed consolidated statements of income -- three
     months ended September 30, 1995 and 1994; and nine months
     ended September 30, 1995 and 1994

     Condensed consolidated statements of cash flows --
     nine months ended September 30, 1995 and 1994

     Notes to condensed consolidated financial statements --
     September 30, 1995

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


PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

ITEM 2.  Changes in Securities

ITEM 3.  Defaults Upon Service Securities

ITEM 4.  Submission of Matter to a Vote of Security Holders

ITEM 5.  Other Information

ITEM 6.  Exhibits and Reports on Form 8-K


PART III.  SIGNATURES


                                       1

<PAGE>

                       ITEM I:  FINANCIAL INFORMATION
                      HARBOR BANCORP AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                              September 30,              December 31,
                                                  1995                       1994
                                               (Unaudited)
                                                            (000's omitted)
                                              ---------------------------------------
<S>                                           <C>                       <C>
ASSETS
Cash and due from banks                          $ 18,689                  $ 16,377

Federal funds sold and securities
  purchased under resale agreements                15,300                     5,000
                                                 --------                  --------
   Cash and cash equivalents                       33,989                    21,377

Time certificates of deposit                          495                       495

Investment securities (market value of
  $17,255,163 in 1995 and $9,298,038 in 1994)
Held to maturity securities                        17,237                     9,673
Available for sale securities                      23,777                    25,146

Loans                                             125,601                   114,850
  Less allowance for loan losses                    3,010                     3,224
                                                 --------                  --------
          Net loans                               122,591                   111,626

Bank premises and equipment:
  Land                                                159                       159
  Buildings and improvements                        4,021                     4,008
  Furniture, fixtures and equipment                 3,142                     3,014
                                                 --------                  --------
                                                    7,322                     7,181
  Less accumulated depreciation
    and amortization                                5,638                     5,385
                                                 --------                  --------
                                                    1,684                     1,796

Other real estate  owned                              896                     2,814

Accrued interest receivable                         1,212                       972

Other assets                                        2,278                     2,566
                                                 --------                  --------
          Total assets                           $204,159                  $176,465
                                                 --------                  --------
                                                 --------                  --------
</TABLE>

                                     (Continued)

                                          2

<PAGE>

                           HARBOR BANCORP AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                      (Continued)
<TABLE>
<CAPTION>

                                              September 30,              December 31,
                                                  1995                       1994
                                               (Unaudited)
                                                            (000's omitted)
                                              ---------------------------------------
<S>                                           <C>                       <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Interest bearing                              $ 93,514                   $ 89,963
  Noninterest bearing                             95,450                     72,149
                                                --------                   --------
        Total deposits                           188,964                    162,112

Accrued expenses and other liabilities               888                      1,218
                                                --------                   --------
           Total liabilities                     189,852                    163,330

Commitments and contingencies                         --                         --

Stockholders' equity:
  Common stock, no par value; 5,000,000
    shares authorized; issued and out-
    standing, 1,348,021 shares in 1995
    and 1,348,021 shares in 1994                  13,258                     13,258
  Retained earnings                                1,155                        143
  Net unrealized security losses                    (106)                      (266)
                                                --------                   --------
          Total stockholders'equity               14,307                     13,135
                                                --------                   --------
          Total liabilities and
            stockholders' equity                $204,159                   $176,465
                                                --------                   --------
                                                --------                   --------
</TABLE>


               See notes to unaudited consolidated financial statements.


                                       3
<PAGE>

                        HARBOR BANCORP AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                 Nine Months Ended   Three Months Ended
                                   September 30,       September 30,
                                 (000's omitted, except per share data)

                                   1995      1994       1995     1994
                                  -------  -------    -------  -------
<S>                              <C>       <C>       <C>       <C>
Interest income:
  Interest and fees on loans      $ 8,411  $ 7,770    $ 2,921  $ 2,564
  Interest on U.S. government
    and agency obligations          1,320      749        395      205
  Interest on obligations of
    states and political
    subdivisions                       16       17         10        6
  Interest on other investments        67       65         21       21
  Interest on federal funds sold
    and securities purchased under
    agreements to resale              490      303        291      141
                                   ------   ------     ------   ------
          Total interest income    10,304    8,904      3,638    2,937

Interest expense:
  Interest on deposits              1,918    1,386        686      486
  Interest on mortgage payable         17       55          2       16
  Interest on borrowed funds           26        6          0        1
                                   ------   ------     ------   ------
          Total interest expense    1,961    1,447        688      503

Net interest income                 8,343    7,457      2,950    2,434

Provision for loan losses             217       60        167       60

Net interest income after
  provision for loan losses         8,126    7,397      2,783    2,374

Other operating income:
  Service charges on deposit
    accounts                          645      683        213      219
  Loan servicing fees and other
    fees and charges                  174      188         93       59
  Gain on sale of securities           54       (1)        --       --
                                   ------   ------     ------   ------
          Total other operating
            income                    873      870        306      278
</TABLE>

                                    (Continued)


                                       4
<PAGE>

                        HARBOR BANCORP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (UNAUDITED)
                                 (Continued)

<TABLE>
<CAPTION>
                                 Nine Months Ended    Three Months Ended
                                   September 30,         September 30,
                                 (000's omitted, except per share data)

                                    1995    1994        1995     1994
                                  -------  ------      ------   ------
<S>                              <C>      <C>          <C>      <C>
Noninterest expense:
  Salaries, wages and employee
    benefits                       2,671    2,454       943       802
  Occupancy expenses               1,582    1,467       525       507
  Equipment expenses                 225      252        71        85
  Data processing expenses           460      438       155       138
  Other operating expenses         2,477    2,739       886       967
                                 -------  -------   -------   -------
          Total noninterest
            expense                7,415    7,350     2,580     2,499
                                 -------  -------   -------   -------
Income before taxes based on
  income                           1,584      917       509       153

Provision for taxes based
  on income                          573      400       139        69
                                 -------  -------   -------   -------
Net income                       $ 1,011  $   517   $   370   $    84
                                 -------  -------   -------   -------
                                 -------  -------   -------   -------

Earnings per share               $  0.75  $  0.38   $  0.27   $  0.06
                                 -------  -------   -------   -------
                                 -------  -------   -------   -------
</TABLE>


    See notes to unaudited consolidated financial statements.


                                       5

<PAGE>

                        HARBOR BANCORP AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                   Nine Months Ended September 30,
                                          (000's omitted)

                                                   1995         1994
                                               ---------     --------
<S>                                             <C>            <C>
Operating activities:
  Net income                                     $ 1,011      $   517
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Provision for depreciation and
      amortization                                   140          408
    Provision for loan
      losses                                         217           60
    (Increase) decrease in interest receivable      (240)          96
    Increase (decrease) in interest payable           54          (11)
    Other                                           (360)        (828)
                                                 -------      -------
      Net cash provided by operating
        activities                                   822          242

Investing activities:
  Proceeds from maturities, sales
    and calls of investment
    securities                                    25,291       46,946
  Purchases of investment securities             (30,951)     (19,771)
  Net decrease in short-term securities                0          396
  Net (increase) decrease in loans               (11,181)       7,702
  Capital expenditures                              (140)        (214)
  Other real estate                                1,918          (42)
                                                 -------      -------
      Net cash (used in) provided by
        investing activities                     (15,063)      35,017
</TABLE>


                                (Continued)


                                       6

<PAGE>

                        HARBOR BANCORP AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                                 (Continued)

<TABLE>
<CAPTION>
                                            Nine Months Ended September 30,
                                                     (000's omitted)

                                                    1995         1994
                                                  -------       -----
<S>                                              <C>           <C>
Financing activities:
  Net increase (decrease) in commercial
    and other demand deposits, savings
    and money market deposits and
    certificates of deposit                        26,853      (17,992)
                                                  -------      -------
      Net cash provided by (used in)
        financing activities                       26,853      (17,992)

    Increase in cash and cash equivalents          12,612       17,267

Cash and cash equivalents at
  beginning of period                              21,377       21,872
                                                  -------      -------
Cash and cash equivalents at
  end of period                                   $33,989      $39,139
                                                  -------      -------
                                                  -------      -------
</TABLE>


            See notes to unaudited consolidated financial statements.


                                       7

<PAGE>


                         HARBOR BANCORP AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

                                September 30, 1995

1.  Summary of Significant Accounting Policies:

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included.  Operating results for the nine month period ended
September 30, 1995 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1995.

Certain reclassifications have been made in the 1994 financial
statements to conform to the presentations used in 1995.

The balance sheet on  December 31, 1994 has been derived from the
audited financial statements at that date. The accompanying notes
are an integral part of these financial statements.

PRINCIPLES OF CONSOLIDATION

Harbor Bancorp ("HB") was formed on July 23, 1982.  The unaudited
condensed consolidated financial statements include all the
accounts of HB and its wholly-owned subsidiaries, Harbor Bank and
Harbor Bank Properties.  All intercompany accounts and transactions
have been eliminated.

INVESTMENT SECURITIES

The Company adopted Statement of Financial Accounting Standard
No. 115 "Accounting for Certain Investments in Debt and Equity
Securities" as of January 1, 1994.

Investment securities are securities which the Company has the


                                       8

<PAGE>

ability and intent to hold until maturity.  Accordingly, these
securities are stated at cost adjusted for amortization of
premiums and accretion of discounts.  Unrealized gains and losses
are not reported in the financial statements until realized or
until a decline in fair value below cost is deemed to be other
than temporary.

Available for sale securities include debt securities and mutual
funds.  These securities are stated at fair value with unrealized
gains and losses reflected as a component of stockholders'
equity, net of income taxes.  Gains and losses are determined on
the specific identification method.  Any decline in the fair
value of the investments which is deemed to be other than
temporary is charged against current earnings.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses represents management's recognition
of the quality of the loan portfolio.  The allowance is maintained
at a level considered to be adequate for potential loan losses
based on management's assessment of various factors affecting
the loan portfolio, which includes a review of problem
loans, business conditions and the overall quality of the loan
portfolio.

The allowance is increased by the provision for loan losses
charged to operations and reduced by loans charged off to the
allowance, net of recoveries.

OTHER REAL ESTATE

Other real estate ("ORE") is stated at the lower of cost or fair
market value, net of estimated selling costs.

BANK PREMISES AND EQUIPMENT

Bank premises and equipment are stated at cost, less accumulated
depreciation and amortization.  Depreciation and amortization are
computed using the straight-line method over the estimated useful
lives of the related assets which range from 10 to 30 years for
buildings and improvement and 3 to 10 years for furniture,
fixtures and equipment.

EARNINGS PER SHARE

Earnings per share was computed by dividing net income by the
weighted average number of common stock and common stock equivalents
(stock options) outstanding during each period.  The number
of shares used in the per share calculations for the periods
ended September 30, 1995 and 1994 were 1,348,021 and 1,284,023
respectively.


                                       9

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Harbor Bancorp's ("Company") performance during the first nine
months of 1995 shows continued improvement which is supported by
improvement in the local and national economic environment.  The
purpose of the following discussion is to focus on the above
mentioned performance improvements and other information about
the Company's financial condition and results of operations which
is not otherwise apparent from the consolidated financial
statements included in this quarterly report.  Reference should
be made to those statements and the condensed financial data
presented herein for an understanding of the following discussion
and analysis.

FINANCIAL CONDITION

Since December 31, 1994, the Company has experienced an increase
in loan volume and cash and cash equivalents  which has resulted
in total assets of the Company increasing from $176,465,000 at
December 31, 1994 to $204,159,000 at September 30, 1995.  This
increase of $27,694,000 or 15.69%, in total assets occurred
primarily in cash and cash equivalents and loans.  Cash and cash
equivalents increased $12,612,000, or 59% , from
$21,377,000 at December 31, 1994 to $33,989,000 at September 30,
1995. Additionally, investment securities increased 17.79% from
$34,819,000 at December 31, 1994 to $41,014,000 at September 30,
1995.  Generally, the increase in liquidity is the result of
seasonal and economically-generated fluctuations in escrow and
title company demand account balances and growth in core
deposits.  Loans increased $10,751,000, or 9.36%, from
$114,850,000 at December 31, 1994 to $125,601,000 at September
30, 1995.  The increase in loan volume continues to be moderate
as a result of the Company's decision to maintain a conservative
posture with respect to lending in view of the current economic
environment.

Effective January 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities".  As of
September 30, 1995, the bank had $23,777,000 in securities
classified as available for sale.

Substantially all of the Company's deposits are local, core
deposits.  The Company does not have any out-of-area brokered
deposits included in the deposit base.  Total deposits increased
$26,852,000, or 16.56%, for the first nine months of 1995.  The
primary component of this increase is noninterest bearing depos-


                                       10

<PAGE>

its which increased $23,301,000, or 32.29%, from $72,149,000 at
December 31, 1994 to $95,450,000 at September 30, 1995.

As a result of the Federal Deposit Insurance Corporation
examination at December 31, 1993, the bank and the Federal
Deposit Insurance Corporation executed a Memorandum of
Understanding ("FDIC Memorandum") dated August 3, 1994.  In
accordance with the terms of the FDIC Memorandum, the Bank has
agreed to take certain actions including the following:
maintaining capital requirements; reducing classified assets in
accordance with the reduction schedule; revise, adopt and
implement policy and procedures; and review and maintain an
adequate allowance for loan losses.

The Bank believes it is currently in compliance with the FDIC
Memorandum.

LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT

The primary functions of asset/liability management are to assure
adequate liquidity and maintain an appropriate balance between
interest sensitive earning assets and interest bearing
liabilities.  Liquidity management involves the ability to meet
the cash flow requirements of customers who may be either
depositors wanting to withdraw funds or borrowers who may need
assurance that sufficient funds will be available to meet their
credit needs.  Interest rate sensitivity management seeks to
avoid fluctuating interest margins and to enhance consistent
growth of net interest income through periods of changing
interest rates.

Historically, the overall liquidity of the Company has been
enhanced by a significant aggregate amount of core deposits.  As
described in the analysis of financial condition, the Bank has
not relied on large-denomination time deposits.

To meet short-term liquidity needs, the Bank has maintained
adequate balances in federal funds sold, certificates of deposits
with other financial institutions and investment securities
having maturities of five years or less.

Liquid assets (cash, federal funds sold and securities purchased
under agreements to resale, deposits in other financial
institutions and investment securities) as a percent of total
deposits are 40% and 35% as of September 30, 1995 and December
31, 1994, respectively.

The Bank's goal is to maintain federal funds sold at a level of
at least $3 to $4 million on average.


                                       11

<PAGE>

Interest rate sensitivity varies with different types of
interest-earning assets and interest-bearing liabilities.  Harbor
Bank intends to maintain interest-earning assets, comprised
primarily of both loans and investments, and interest-bearing
liabilities, comprised primarily of deposits, maturing or
repricing evenly in order to eliminate any impact from interest
rate changes.  In this way, both assets and liabilities can be
substantially repriced simultaneously with interest rate changes.

The impact of inflation on a financial institution differs
significantly from that exerted on an industrial concern,
primarily because its assets and liabilities consist primarily of
monetary items.  The relatively low proportion of the Company's
fixed assets to total assets reduces both the potential of
inflated earnings  resulting from understated depreciation
charges and the potential of significant understatement of
absolute asset values.  However, inflation does have a
considerable indirect impact on banks, including increased loan
demand, as it becomes necessary for producers and consumers to
acquire additional funds to maintain the same levels of
production, consumption and new investments.  Inflation also
frequently results in high interest rates which can affect both
yields on earning assets and rates paid on deposits and other
interest-bearing liabilities.  The Company monitors inflation
rates to insure that ongoing programs are compatible with
fluctuations in inflation and resultant changes in interest
rates.

RESULTS OF OPERATIONS

The Company reported net income of $1,011,000, or $0.75 per
share, for the nine months ended September 30, 1995, compared to
net income of $517,000, or $0.40 per share, for the same period
in 1994.  For the three months ended September 30, 1995, the
Company generated net income of $370,000, or $0.27 per share,
compared to $83,000, or $0.06 per share, for the three months
ended September 30, 1994.

Net interest income is an effective measurement of how well
Management has balanced the Company's interest rate sensitive
assets and liabilities as well as optimizing the allocation of
resources.

Net interest income of $8,343,000 for the nine months ended
September 30, 1995, reflects an increase of $886,000 or 11.88%,
from $7,457,000 for the same period of 1994.  Net interest income
of $2,950,000 for the third quarter in 1995 reflects an increase
of $516,000, or 21.2%, from $2,434,000 for the same quarter in
1994.  Rising interest rates and increased net interests in
earning assets are the primary reason for the improvement in net


                                       12

<PAGE>

interest income.

The Company recorded $217,000 in provision for loan losses during the
first nine months of 1995 compared to $60,000 for the nine months
ended September 30, 1994.

During the first nine months of 1995, the Company maintained a
strict focus on controlling noninterest expense.  The focus on
noninterest expense control began with a corporate commitment in
1989 and, today, continues to be emphasized and enforced.  As a
result of this continued effort, total noninterest expense categories
of salaries, wages and employee benefits, occupancy expense, equipment
expense and data processing expense increased $327,000 or 7.09%,
during the nine months ended September 30, 1995 over the same period
in 1994.  Other operating expense decreased $262,000 during the nine
months ended September 30, 1995 compared to the same period in 1994
with most of the decrease in the area of legal and professional fees
and FDIC insurance premiums.

RISK ELEMENTS

The policy of Harbor Bank is that all loans that are past due for
ninety (90) days must be placed on non-accrual status.  At September 30,
1995, loans on non-accrual status were $4,348,000, or
3.46%,  compared to  $3,364,000, or 2.9%, of total loans on
non-accrual status at December 31, 1994.  Accruing loans which
are contractually past due ninety (90) days or more were $163,000
at September 30, 1995 compared to $535,000 at December 31, 1994.

At September 30, 1995, the management was not aware of information
regarding performing loans which would cause them to have
serious doubts as to the ability of the borrowers to comply with
loan repayment terms, nor are they aware of any trends which
might have a material impact on future operating results.

CAPITAL RESOURCES

Management seeks to maintain a level of capital adequate to
support anticipated asset growth and credit risks and the ensure
that the Company is within established regulatory guidelines and
industry standards.  In 1994, stockholders' equity increased
$38,978 due to retention of the Company's 1994 net income.  The
Company's capital plan for 1995 contemplates continued growth in
stockholders' equity through the retention of net income.
Minimum capital ratios required under the final 1994 risk-based


                                       13

<PAGE>

capital regulations are 6.0% for Tier 1 Capital and 8.0% for
Total Capital.  At December 31, 1994 the Company has Tier 1
Capital of 9.94% and Total Capital of 11.19% and at September 30,
1995 the company had Tier 1 Capital of 10.04% and Total Capital
of 11.29%.


                                       14


<PAGE>

                        HARBOR BANCORP AND SUBSIDIARIES


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Due to the nature of their business, the Company, the
Bank, and their subsidiaries are subject to legal action
threatened or filed which arise from the normal course of their
business.  Management believes that the eventual outcome of all
currently pending legal proceedings against the Bank will not be
material to the Company's or the Bank's financial position or
results of operations.

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SERVICE SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None


                                       15

<PAGE>

PART III.  SIGNATURES

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


                                       HARBOR BANCORP


Dated:       November 13, 1995                  /s/
       ---------------------------     ----------------------------------------
                                                     DALLAS E. HAUN
                                                        President


Dated:     November 13, 1995                    /s/
       ---------------------------     ----------------------------------------
                                                     MELISSA LANFRE'
                                                   Vice President & CFO


                                       16