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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                    FORM 10-Q/A-1

    AMENDMENT No. 1 To

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the quarterly period ended   September 30, 1996
                                     ---------------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from             to            .
                                    -----------    ----------

                           COMMISSION FILE NUMBER  33-82150
                                                --------

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

                 CALIFORNIA                           77-0378956
                 ----------                           ----------
    (State or other jurisdiction of                   (I.R.S. Employer
    Incorporation or organizations)                   Identification No.)

    7060 N. FRESNO STREET, FRESNO, CALIFORNIA               93720
    -----------------------------------------               -----
     (Address of principal executive offices)            (Zip code)


    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (209) 438-2600.
                                                         ----------------

                                         None
                                         ----

    (Former name, former address and 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 the 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      .
                                       -----     -----

As of November 14, 1996, the registrant had 1,818,160 shares of Common Stock
outstanding.

                                                           Page 1 of 51 pages
The Exhibit Index is located on page 5.

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PART II  OTHER INFORMATION


    ITEM 1.    LEGAL PROCEEDINGS
                None

    ITEM 2.    CHANGES IN SECURITIES
                None

    ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
                None

    ITEM 4.    SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
                None

    ITEM 5.    OTHER INFORMATION
                None


    ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

                (a) Exhibits

    (3.1)     Articles of Incorporation, as amended, dated September 9, 1994,
              incorporated by reference from exhibit 3.1 of registrant's Annual
              Report on Form 10-K for the year ended December 31, 1994, filed
              with the Commission on February 27, 1995.

    (3.2)     Bylaws, as amended, incorporated by reference from exhibit 3.2 of
              registrant's Annual Report on Form 10-K for the year ended
              December 31, 1994, filed with the Commission on February 27,
              1995.

   *(10.1)    Amendment to the Project Management Agreement, dated August 21,
              1996, by and between Regency Service Corporation, a California
              Corporation, and Gary L. McDonald Real Estate and Development
              Co., a California Corporation, for project managerial services
              related to real estate development activities conducted by RSC.

   *(10.2)    Employment Agreement made and entered into as of August 22, 1996
              between Regency Bank, a California Corporation, and Steven F.
              Hertel, President/Chief Executive Officer.

   *(10.3)    Employment Agreement made and entered into as of August 22, 1996
              between Regency Bank, a California Corporation, and Steven R.
              Canfield, Executive Vice President/Chief Financial Officer.

                                          2

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   *(10.4)    Employment Agreement made and entered into as of August 22, 1996
              between Regency Bank, a California Corporation, and Robert J.
              Longatti, Executive Vice President/Chief Credit Officer.

   *(10.5)    Employment Agreement made and entered into as of August 22, 1996
              between Regency Investment Advisors Incorporated, a California
              Corporation, and Alan R. Graas, President.

    (27.1)    Financial Data Schedule


* Denotes management contracts, compensatory plans or arrangements.

              (b) Reports on Form 8-K

              The Company filed a Form 8-K dated July 26, 1996 in which it
              reported the Company had declared a $.06 per share cash dividend
              payable to shareholders of record on July 29, 1996.


                                          3

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                                      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.




                             REGENCY BANCORP


Date:  November 19, 1996                By:  /s/ Steven F. Hertel
      --------------------------------     -------------------------------------
                                          Steven F. Hertel
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)



Date:  November 19, 1996                By:  /s/ Steven R. Canfield
      --------------------------------     -------------------------------------
                                          Steven R. Canfield
                                          Executive Vice President and
                                          Chief Financial Officer (Principal
                                          Financial and Accounting Officer)


                                          4

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                                    EXHIBIT INDEX

EXHIBIT                                                             SEQUENTIAL
NUMBER                            DESCRIPTION                       PAGE NUMBER

*10.1              Amendment to the Project Management                  6
                   Agreement, dated August 21, 1996, by and
                   between Regency Service Corporation, a
                   California Corporation, and Gary L. McDonald
                   Real Estate and Development Co., a California
                   Corporation, for project managerial services
                   related to real estate development activities
                   conducted by RSC.


*10.2              Employment Agreement made and entered into as       7-17
                   of August 22, 1996, by and between Regency
                   Bank, a California Corporation and Steven F.
                   Hertel, President/Chief Executive Officer.


*10.3              Employment Agreement made and entered into as      18-28
                   of August 22, 1996, by and between Regency
                   Bank, a California Corporation and Steven R.
                   Canfield, Executive Vice President/Chief
                   Financial Officer.


*10.4              Employment Agreement made and entered into as      29-39
                   of August 22, 1996, by and between Regency
                   Bank, a California Corporation and Robert J.
                   Longatti, Executive Vice President/Chief
                   Credit Officer.


*10.5              Employment Agreement made and entered into as      40-50
                   of August 22, 1996, by and between Regency
                   Investment Advisors Incorporated, a
                   California corporation and Alan R. Graas,
                   President.


  27.1             Financial Data Schedule                              51


* Denotes management contracts, compensatory plans or arrangements.

                                          5