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

                      AMENDMENT #2    FORM 10-Q

(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, 1996                    

                                    OR

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

                      Commission File Number 0-10198

                         The San Francisco Company                         
          (Exact name of Registrant as specified in its charter)

 Delaware                                                       94-3071255 
(State or other jurisdiction of
 incorporation or organization)         (I.R.S. Employer Identification No.)

 
 550 Montgomery Street, San Francisco, California                    94111 
 (Address of principal executive office)                         (Zip Code)

                              (415) 781-7810                               
           (Registrant's telephone number, including area code)

                                   None                                    
         (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        

The Registrant had 5,765,995 shares of Class A Common Stock outstanding on 
October 31, 1996.

<PAGE>
<TABLE>
<CAPTION>
                The San Francisco Company and Subsidiaries
                       Quarterly Report on Form 10-Q

                             Table of Contents
 

                                                                        Page
<S>                                                                     <C>
Part I - Financial Information 

Item 1.     Consolidated Statements of Financial Condition
       At September 30, 1996 and December 31, 1995 . . . . . . . . . . .  1

      Consolidated Statements of Operations
       For the Three and Nine Months Ended September 30, 1996 and 1995 .  2

      Consolidated Statements of Changes in Shareholders' Equity
       For the Nine Months Ended September 30, 1996 and 1995 . . . . . .  3

      Consolidated Statements of Cash Flows
       For the Three and Nine Months Ended September 30, 1996 and 1995 .  4

      Notes to Consolidated Financial Statements . . . . . . . . . . . .  5

Item 2.     Management's Discussion and Analysis of Financial Condition
       and Results of Operations . . . . . . . . . . . . . . . . . . . .  6


Part II - Other Information

Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 16

Item 2.     Changes in Securities. . . . . . . . . . . . . . . . . . . . 16

Item 3.     Defaults Upon Senior Securities. . . . . . . . . . . . . . . 16

Item 4.     Submission of Matters to a Vote of Security Holders. . . . . 16

Item 5.     Other Information. . . . . . . . . . . . . . . . . . . . . . 16

Item 6.     Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 16


Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE> 

</TABLE>
<TABLE>
                The San Francisco Company and Subsidiaries
              Consolidated Statements of Financial Condition
                 September 30, 1996 and December 31, 1995
(caption>                                   (Unaudited)
                                             September 30,     December 31,
(Dollars in Thousands Except Per Share Data)      1996              1995    
<S>                                               <C>               <C>    
Assets:
Cash and due from banks                         $  2,674         $   4,814     
Federal funds sold                                14,300            38,000  
 Cash and cash equivalents                        16,974            42,814
Investment securities held-to-maturity, at cost
 (Fair value: $7,060)                              7,142                --
Investment securities available-for-sale, 
   at fair value                                  29,404             6,536
Federal Home Loan Bank stock, at par                 660               632

Loans                                             38,154            53,208
Deferred loan fees                                  (210)             (180)
Allowance for loan losses                         (5,545)           (5,912)
 Loans, net                                       32,399            47,116
Other real estate owned, net                       6,251             7,514
Real estate investments, net                          --               236
Premises and equipment, net                        8,204             8,689
Interest receivable                                  514               527
Other assets                                         450               798
   Total Assets                                 $101,998          $114,862

Liabilities and Shareholders' Equity:
Non-interest bearing deposits                   $ 14,102          $ 20,365
Interest bearing deposits                         73,540            85,308
 Total deposits                                   87,642           105,673
Other borrowings                                   2,000                --
Other liabilities and interest payable             1,424             2,309
 Total Liabilities                                91,066           107,982

Shareholders' Equity:
Preferred Stock (par value $0.01 per share)
 Series B - Authorized - 437,500 shares;
   Issued and outstanding - 15,869 and 
        16,291, respectively                          111              114
   Series D - Authorized - 1,000,000 shares;
   Issued and outstanding - 390,000 and 
       215,000, respectively                        7,800            4,300
Common stock (par value $0.01 per share)
 Class A - Authorized - 40,000,000 shares;
   Issued and outstanding - 1996 - 5,765,995 
       and 1995 - 5,765,978                            58               58
Additional paid-in capital                         70,271           70,168
Retained deficit                                  (67,193)         (67,801)
Unrealized gain/(loss) on securities 
       available-for-sale                            (115)              41
 Total shareholders' equity                        10,932            6,880
   Total Liabilities and Shareholders' Equity    $101,998         $114,862

<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
                 The San Francisco Company and Subsidiaries
                   Consolidated Statements of Operations
          Three and Nine Months Ended September 30, 1996 and 1995
                                (Unaudited)
<CAPTION>
                                           Three Months          Nine Months
                                     Ended September 30,  Ended September 30,
<S>                                  <C>       <C>         <C>       <C>
(Dollars in Thousands
 Except Per Share Data)                1996       1995      1996        1995
Interest income:
  Loans                             $ 1,005    $ 2,087   $ 3,222     $ 6,744
  Investments                           743        626     2,182       1,622
  Dividends                              11          9        28          36
Total interest income                 1,759      2,722     5,432       8,401
Interest expense:
  Deposits                              747      1,091     2,393       3,258
  Other borrowings                        1         70         2         154
Total interest expense                  748      1,161     2,395       3,410

Net interest income before 
  provision for loan losses           1,011      1,561     3,037       4,991
Provision for loan losses                --         --        --         500
Net interest income after 
  provision for loan losses           1,011      1,561      3,037      4,491

Non-interest income:
  Service charges and fees               63         78        196        297
  Trust and escrow fees                  50         30        141        191
  Stock option commissions and fees     196        362        866      1,213
  Other income                            2         16          3        217
  Gain on sale of assets, net            (2)        20         (2)        43
Total non-interest income               309        506      1,204      1,961

Non-interest expense:
  Salaries and related benefits         762        843      2,480      3,167
  Occupancy expense, net of 
       sublease income                   39        188        216      1,137
  Professional fees                     129        264        379        715
  Corporate insurance premiums           53         90        244        268
  FDIC insurance premiums                91         97        215        361
  Data processing                        80         90        213        403
  Telephone                              25         29         79         94
  Other operating expenses              313         86        636        621
Total operating expenses              1,492      1,687      4,462      6,766
Net (income) expense from 
  real estate operations               (203)       219       (566)      (742)
Total non-interest expense            1,289      1,906      3,896      6,024
Income before income taxes               31        161        345        428
Net (refund) provision 
  for income taxes                     (272)        37       (262)       116
Net Income                            $ 303     $  124     $  607     $  312

Income per common share:
  Net income                         $ 0.05     $ 0.02     $ 0.10     $ 0.05
  Weighted average shares 
       outstanding                5,765,995  5,765,978  5,765,997  5,765,985

See accompanying notes to unaudited consolidated financial statements.

<PAGE>

                 The San Francisco Company and Subsidiaries
        Consolidated Statements of Changes in Shareholders' Equity
               Nine Months Ended September 30, 1996 and 1995
                                (Unaudited)

                                                          Unrealized
                                          Employee           Gain/  
                                  Add-    Purchase        (Loss) on  Total
(Dollars in Thousands)            itional Retained   and  Securities Share-
                 Preferred Common Paid-in Earnings Option Available- holders'
                     Stock  Stock Capital (Deficit) Plans  for-Sale  Equity
<S>                  <C>    <C>   <C>      <C>      <C>    <C>      <C>     
Balances at
 January 1, 1995    $  114   $58  $ 70,168 $(68,137) $(70)  $(4)    $ 2,129

  Proceeds on 
   sale of stock     4,300    --        --       --    --     --      4,300
  Appreciation in market
   value of securities
    available-for-sale  --    --        --       --    --     30         30  
Net income(nine months) --    --        --      312    --     --        312

Balances at
 September 30, 1995  4,414    58    70,168  (67,824)  (70)    26      6,772

  Net change in
   employee stock
     ownership plans    --    --        --       --    70     --         70
  Appreciation in market
   value of securities
     available-for-sale --    --        --       --    --     15         15
Net income(three months --    --        --       24    --     --         24

Balances at
December 31, 1995    4,414    58    70,168  (67,800)   --     41      6,880

Proceeds from issuance of
  stock and warrants 3,500    --        --       --    --     --      3,500
  Other                 --    --       100       --    --     --        100
Conversion of Series B 
 Preferred Stock into
  Class A Common Stock  (3)   --         3       --    --     --         --
Depreciation in market
  value of securities
    available-for-sale  --   --         --       --    --   (156)      (156) 
Net income(nine months) --   --         --      607    --     --        607

Balances at
September 30, 1996 $ 7,911 $ 58   $ 70,271 $(67,193) $ --  $(115)   $10,932

<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
                 The San Francisco Company and Subsidiaries
                   Consolidated Statements of Cash Flows
          Three and Nine Months Ended September 30, 1996 and 1995
                                (Unaudited)
<CAPTION>
                                     Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
(Dollars in Thousands)                   1996   1995         1996    1995
<S>                                   <C>      <C>           <C>     <C>
Cash Flows from Operating Activities:
Net income                            $  303   $  124      $  607  $    312   
Adjustments to reconcile net income
 to net cash
 (used in) provided 
   by operating activities:
  Provision for loan losses               --       --          --       500  
  Depreciation and amortization expense  145      185         530       387  
  Provision for loss on other real 
    estate owned and
      real estate investment              --      100          --       653
  Net gain on sale of real estate 
      owned and investment              (206)      --        (661)   (1,890)    
  Decrease in interest receivable 
      and other assets                   344      154         361       751
  Increase (decrease) in interest 
      payable and other liabilities       73     (521)       (784)   (1,248)
  (Increase) decrease in deferred 
      loan fees                          (17)     (39)         29      (156)
Net cash flows (used in) provided 
      by operating activities            642        3          82      (691)

Cash Flows from Investing Activities:
  Proceeds from sale of FHLB Stock        --       --          --       714
  Proceeds from maturities of 
   investment securities 
      held-to-maturity                   295       --         645     7,859
  Proceeds from maturities of 
   investment securities 
      available for sale                 169    1,954       4,232     4,163
  Purchase of investment securities 
      held to maturity                    --       --      (7,815)       --
  Purchase of investment securities 
      available for sale              (4,996)  (2,943)    (27,256)   (5,914)
  Net decrease in loans                4,357    7,953      12,625    35,197
  Recoveries of loans previously 
      charged off                        135      568         279     1,316
  (Purchases) sales of premises 
      and equipment, net                   6   (3,388)        (44)   (3,528)
  Proceeds from sale of other real 
      estate owned                       572       --        3,708    5,385
  Acquisition and capitalized cost 
      of other real estate owned         150       (6)         236      395    
Net cash (used in) provided by 
      investing activities               688    4,138      (13,390)  45,587

Cash Flows from Financing Activities:
  Net decrease in deposits            (4,485) (18,913)     (18,032) (38,654)
  Net (decrease) increase in other
      borrowings                          --       --        2,000   (4,070)
  Net proceeds from issuance of 
      preferred stock and warrants     1,000       --        3,500    4,300
Net cash used in financing activities (3,485) (18,913)     (12,532) (38,424)

(Decrease) increase in cash and 
      cash equivalents                (2,155) (14,772)     (25,840)   6,472
Cash and cash equivalents at 
      beginning of period             19,129   49,891       42,814   28,647
Cash and cash equivalents at 
      end of period                 $ 16,974 $ 35,119     $ 16,974 $ 35,119

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest                              $  377 $  1,325      $ 2,448 $  3,574
Payment of income taxes                   --       78            3      116

Supplemental Schedule of Noncash 
  Investing and Financing Activities:
Net transfer of loans to other 
  real estate owned                       --       10        1,378       10

<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>

<PAGE>   
                The San Francisco Company and Subsidiaries
                Notes to Consolidated Financial Statements
                                (Unaudited)

Item 1 - Organization

  The San Francisco Company (the "Company") is a Delaware corporation and a 
bank holding company registered under the Bank Holding Company Act of 1956.
Bank of San Francisco (the "Bank"), a state chartered bank, was organized 
as a California banking corporation in 1978 and became a wholly
owned subsidiary of the Company through a reorganization in 1982.

Note 2 - Principles of Consolidation and Presentation

  The accompanying unaudited consolidated financial statements of the 
Company have been prepared in accordance with the instructions pursuant to 
Form 10-Q Quarterly Report and Articles 9 and 10 of Regulation S-X, and 
therefore, do not include all the information and footnotes necessary to 
present the consolidated financial condition, results of operations and cash
flows of the Company in conformity with generally accepted accounting 
principles.

  The data as of September 30, 1996, and for the nine months ended September 
30, 1996 and 1995 are unaudited, but in the opinion of management, reflect 
all accruals and adjustments of a recurring nature necessary for fair 
presentation of the Company's financial condition and results of operations.
Certain amounts in the 1995 consolidated financial statements have been 
reclassified for comparative purposes. The results of operations for the 
nine months ending September 30, 1996 are not necessarily indicative
of the results to be expected for the entire year of 1996.  This report 
should be read in conjunction with the Company's 1995 Annual Report on 
Form 10-K and amended Form 10-K/A dated April 29, 1996.

  The accompanying financial statements include the accounts of the Company,
the Bank, the Bank's wholly owned subsidiary, Bank of San Francisco Realty
Investors ("BSFRI"), and the Bank's wholly owned limited partnership, 
Bank of San Francisco Building Company ("BSFBC").  The Bank acquired
all of the minority limited partnership interest in BSFBC during the third 
quarter of 1995.  The assets of BSFBC include the leasehold improvements 
and the leasehold interest of the Company's and the Bank's headquarters.
All material intercompany transactions have been eliminated in consolidation.

Note 3 - Income Per Common Share

  Income per common share is calculated using the weighted average number of
Class A Common Shares, par value of $0.01 per share, outstanding divided 
into net income.  

Note 4 - Dividend Restrictions

  The Company is subject to dividend restrictions under the Delaware General
Corporation Law and regulations and policies of the Federal Reserve Bank of 
San Francisco (the "FRB" ).  The Company's Series B Preferred Shares and 
Series D Preferred Shares participate equally, share for share, in cash
dividends paid on the Class A Common Shares in addition to receiving the 
cash dividends to which they are entitled.  The Board of Directors does not 
intend to declare dividends on any class of the Company's stock.

<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and 
         Results of Operations 

Overview

  The Company is a one-bank holding company registered in Delaware under 
the Bank Holding Company Act of 1956.  The principal activity of the Company
is to serve as the holding company for Bank of San Francisco, a California 
chartered bank organized in 1978, with deposits insured by the Federal 
Deposit Insurance Corporation's Bank Insurance Fund.  The information set 
forth in this report, including unaudited interim financial statements and 
related data, relates primarily to the Bank.

  The Company's Common shares are traded over the counter.  A market is made
for the Company's stock by Van Kasper & Company, San Francisco, California. 

  The Company recorded net income of $303,000, or $0.05 per Common Share, 
and $607,000, or $0.10 per Common Share, for the three and nine months ended 
September 30, 1996, compared to a net income of $124,000, or $0.02 per 
Common Share and $312,000, or $0.05 per Common Share for the same periods 
in 1995.  The increase in the Company's net income of $295,000 was 
primarily from reductions in operating costs and Delaware franchise taxes 
refund received in the third quarter of 1996 (compared to a provisions 
for tax expense during the same period in 1995), partially offset by 
declines in net interest income, non-interest income, and net income from 
real estate operations.

  The Company's total non-interest expenses declined by $2.1 million in the 
first nine months of 1996 compared to the same period in 1995 primarily as 
a result of a decline in staff levels, occupancy costs, and professional 
services.  

  At September 30, 1996, total assets were $102.0 million, a decline of 
$12.9 million, or 11% from $114.9 million at December 31, 1995.  Total loans 
were $38.2 million, a decrease of $15.0 million, or 28% from $53.2 million 
at December 31, 1995.  Total deposits were $87.6 million at September 30,
1996, a decline of $18.1 million, or 17% compared to $105.7 million at 
December 31, 1995.  
  
  On February 26, 1996, the Company and its majority shareholder entered 
into an agreement which provides that the majority stockholder will purchase,
at a per unit price of $20.00, a total of 225,000 additional shares of 
Series D Preferred Stock and warrants to purchase 500,000 shares of Series D
Preferred Stock at an exercise price of $20.00 per share. The warrants will 
be exercisable in whole or part at any time after the purchase of the 225,000 
shares of Series D Preferred Stock, but in no event later than February 
26, 2003.

  Management has estimated that the market value of the 225,000 shares of 
Series D Preferred Stock is $13.45 per share and that each unit has 2.22 
warrants that have a market value of $2.95 per warrant. 


Regulatory Directives and Orders

  Federal Reserve Board Written Agreement

  On December 16, 1994, the Company and the FRB entered into a Written 
Agreement (the "Agreement").  The Agreement prohibits the Company, without 
prior approval of the FRB, from: (a) paying any cash dividends to its 
shareholders; (b) directly or indirectly, acquiring or selling any interest
in any entity, line of business, problem or other assets; (c) executing 
any new employment, service, or severance contracts, or renewing or 
modifying any existing contracts with any executive officer; (d)

<PAGE>

engaging in any transactions with the Bank that exceeds an aggregate of 
$20,000 per month; (e) engaging in any cash expenditures with any individual 
or entity that exceeds $25,000 per month; (f) increasing fees
paid to any directors for attendance at board or committee meetings, 
or paying any bonuses to any executive officers; (g) incurring any new
debt or increasing existing debt; and (h) repurchasing any outstanding 
stock of the Company. The Company is required to submit a progress report to 
the FRB on a quarterly basis.

  The Company was also required to submit to the FRB an acceptable written 
plan to improve and maintain an adequate capital position, a comprehensive 
business plan concerning current and proposed business activities, a 
comprehensive operating budget for the Bank and the consolidated Company.
In addition, the Board of Directors was required to submit an acceptable 
written plan designed to enhance their supervision of the operations and 
management of the consolidated organization.

  The Company has filed all of the required submissions with the FRB in 
accordance with the Agreement and management believes the Company is in 
compliance with the Agreement.      


  Cease and Desist Orders

  On August 18, 1993, the Bank, without admitting or denying any alleged 
charges, stipulated to Cease and Desist Orders (the "Orders") issued by 
the FDIC and the SBD that became effective August 29, 1993.  The Orders 
directed, among other things, that the Bank:  (a) achieve and maintain a 7% 
Leverage Capital ratio on and after September 30, 1993; (b) pay no dividends
without the prior written consent of the FDIC and the California 
Superintendent of Banks (the "Superintendent"); (c) reduce the $88.6 
million in assets classified "Substandard" or "Doubtful" as of November 30, 
1992 (the date of the most recent full-scope FDIC and SBD Report of 
Examination of the Bank), to no more than $40.0 million by September 30, 
1994; (d) have and retain management whose qualifications and experience 
are commensurate with their duties and responsibilities to operate the Bank 
in a safe and sound manner, notify the FDIC and the Superintendent at 
least 30 days prior to adding or replacing any new director or senior 
executive officer and comply with certain restrictions in compensation of 
senior executive officers; (e) maintain an adequate reserve for loan 
losses; (f) not extend additional credit to, or for the benefit of,
any borrower who had a previous loan from the Bank that was charged off or 
classified "Loss" in whole or in part; (g) develop and implement a plan to 
reduce its concentrations of construction and development loans; (h) not 
increase the amount of its brokered deposits above the amount outstanding on 
the Order's Effective Date and submit a written plan for eliminating reliance
on brokered deposits; (i) revise or adopt, and implement, certain plans 
and policies to reduce the Bank's concentration of construction and land
development loans, reduce the Bank's dependency on brokered deposits and 
out of area deposits, and to improve internal routines and controls; (j) 
reduce the Bank's volatile liability dependency ratio to not more than 
15% by March 31, 1994; (k) eliminate or correct all violations of law set 
out in the most recent Report of Examination, and take all necessary steps 
to ensure future compliance with all applicable laws and regulations; 
and (l) establish a committee of three independent directors to monitor 
compliance with the Orders and report to the FDIC and the Superintendent on 
a quarterly basis.

  Management believes that the Bank is in full compliance with the 
requirements of the Orders.  

  Capital Impairment Orders

  The California Financial Code (the "Financial Code") requires the 
Superintendent to order any bank whose contributed capital is impaired 
to correct such impairment within 60 days of the date of his or her

<PAGE>
order.  Under Section 134(b) of the Financial Code, the "contributed 
capital," defined as all shareholders'equity other than retained earnings,
of a bank is deemed to be impaired whenever such bank has deficit
retained earnings in an amount exceeding 40% of such contributed 
capital.  Under Section 662 of the Financial Code, the Superintendent has 
the authority, in his or her discretion, to take certain appropriate
regulatory action with respect to a bank having impaired contributed 
capital, including possible seizure of such bank's assets.  A bank that 
has deficit retained earnings may, subject to the approval of its 
shareholders and of the Superintendent, readjust its accounts in a 
quasi-reorganization, which may include eliminating its deficit retained 
earnings, under Section 663 of the Financial Code.  However, a bank that
is not able to effect such a quasi-reorganization or otherwise to correct 
an impairment of its contributed capital within 60 days of an order to 
do so from the Superintendent must levy and collect an assessment on its 
common shares pursuant to Section 423 of the California Corporations Code.

  A bank must levy such an assessment within 60 days of the Superintendent's
order; the assessment becomes a lien upon the shares assessed from the 
time of service or publication of such notice of assessment.  Within 60 
days of the date on which the assessment becomes delinquent, a bank subject 
to the Superintendent's order must sell or cause to be sold to the highest 
bidder for cash as many shares of each delinquent holder of the assessed 
shares as may be necessary to pay the assessment and charges thereon.

  As of September 30, 1996, the Bank had contributed capital of $74.5 
million and deficit retained earnings of $63.8 million, or approximately 86% 
of contributed capital, within the meaning of Section 134(b) of the 
Financial Code.  Thus, under Section 134(b) of the Financial Code, the 
Bank's contributed capital was impaired as of that date in the approximate 
amount of $34.0 million.  The Superintendent issued orders, most recently 
on August 15, 1996, to the Bank to correct the impairment of its contributed
capital within 60 days.  In response to the August 15, 1996 order, the Bank 
notified the SBD in writing that it did not believe it will be in a 
position to comply with the order within 60 days, and requested the
SBD's cooperation as the Company implements its business plan, and 
as the Company continues to consider the requirements for a 
quasi-reorganization.

  The Bank's capital impairment may be corrected through earnings, by 
raising additional capital or by a quasi-reorganization, subject to the 
approval of the SBD, in which the Bank's deficit retained earnings would 
be reduced or eliminated by a corresponding reduction in the Bank's 
contributed capital. As of September 30, 1996, the Bank would have been 
required to raise $86.0 million in new capital in order to correct its 
impaired contributed capital (because the ratio of deficit retained 
earnings to contributed capital may not exceed 40%, $2.50 of new capital 
must be raised for every dollar of impairment).  It is the policy of the 
Superintendent not to grant a quasi-reorganization unless a Bank can
establish that (a) it has adequate capital, (b) the problems that created
past losses and the impairment of capital have been corrected and (c) it 
is currently operating on a profitable basis and will continue to do so 
in the future.

  As long as the Bank's contributed capital is impaired, the Superintendent 
is authorized to take possession of the property and business of the Bank,
or to order the Bank to comply with the legal requirement and levy an 
assessment on the shares of the Bank held by the Company sufficient to 
correct the impairment.  As the Company is the sole shareholder of the Bank, 
the assessment would be made on the Company.  The Company does not have 
the funds to satisfy such an assessment.  Management believes, however, 
that the Superintendent has never exercised his bank takeover powers under
Section 134 solely on the basis that a bank's capital is impaired under the 
standards set forth in Section 134. 
<PAGE>

Results of Operations

Net Interest Income

  The Company's net interest income decreased to $3.0 million from $5.0 
million in the first nine months of 1996 from the same period in 1995, 
respectively, a decline of $2.0 million or 40%.  The decrease was the 
result of reductions in interest-earning assets and a decrease in the Bank's
interest rate margin.  Average interest-earning assets declined by $36.0 
million, or 27.7%, and average interest bearing liabilities decreased 
$27.0 million, or 25.4%, for the first nine months of 1996 compared to the
same period in 1995.

  The average interest rate margin decreased 78 basis points to 4.31% for 
the first nine months of 1996, from 5.09% for the same period in 1995 
primarily as a result of a change in the composition of average interest 
earning assets from higher yielding loans into lower yielding liquidity 
investments and a decline in interest rates on loans due to a decrease in 
prime rate without a corresponding decline in the average cost of funds.
The Bank's loan to deposit ratio declined to 44% as of September 30, 1996 
from 64% as of September 30, 1995 primarily as a result of the reduction in 
loans.  The cost of funds on the interest bearing liabilities declined 23 
basis points to 3.28% for the first nine months of 1996 from 3.51% for 
the same period in 1995 primarily as a result of increasing volumes of 
higher costing one to two year term certificates of deposits during the 
first nine months of 1995. 

  The Company's net interest income decreased to $1.0 million from $1.6 
million in the quarter ended September 30, 1996 from the same quarter in 
1995 a decline of $550,000 or 35.2%.  The decrease was the result of 
reductions in interest-earning assets and by a decrease in the Bank's 
interest rate margin. Average interest-earning assets declined by $30.2 
million, or 24.9%, and average interest bearing liabilities decreased 
$22.6 million, or 22.8%, for the quarter ended September 30, 1996 compared 
to the same period in 1995.  The average interest rate margin declined 71 
basis points from 5.14% for the quarter ended September 30, 1995, to 4.43% 
for the same period in 1996 primarily as a result of a change in the 
composition of average interest earning assets from higher yielding loans 
into lower yielding liquidity investments.  

Non-Interest Income

  Non-interest income decreased $757,000 for the first nine months of 1996 
to $1.2 million compared to $2.0 million for the same period in 1995.  
Stock option and brokerage commissions and fees decreased $348,000, or 
28.7% as a result of reduced trading activities by holders of stock options 
and brokerage customers.  The decrease in the Company's service charges 
and fees of $151,000, or 30.9% was primarily the result of lower deposit 
transaction volumes and the elimination of the trust department in 1996.
The decrease in other income is attributable to the acquisition of BSFBC 
during the third quarter of 1995 (see Note 2).  During the first six 
months of 1995, the earnings from BSFBC were included in other income.
The acquisition of the minority interest in BSFBC resulted in a reduction 
of occupancy expense.

   Non-interest income decreased $197,000, for the third quarter of 1996 to 
$309,000 compared to $506,000 for the same period in 1995.  Stock option and 
brokerage commissions and fees decreased $166,000, or 45.9% as a result 
of reduced trading activities by holders of stock options and brokerage
customers.  The increase in the Company's service charges and fees of 
$5,000, or 4.6% was primarily the result of higher escrow fees.  The 
decrease in other income is attributable to the acquisition of BSFBC 
during the third quarter of 1995.  

<PAGE>
Non-Interest Expense

  The Company's operating expenses decreased by $2.3 million, or 34.1% 
during the first nine months of 1996 compared to the same period in 1995 
primarily as a result of a reduction in occupancy costs, staff reductions,
reduction in the use and cost of professional services, and, generally, 
as a result of lower costs related to lower loan and deposit volumes.  The 
reduction in occupancy costs is primarily the result of the acquisition 
of the minority interest of BSFBC during the third quarter of 1995 which 
reduced the overall occupancy cost to the Bank, and, secondarily, the result
of increased subleasing of unused office space in 1996 compared to 1995.  

  The decline in net income from real estate operations is due to lower gains 
on sale of real estate assets primarily as a result of fewer properties
available for sale.  In addition, the costs related to holding real estate
properties in the first nine months of 1996 compared to the same period in 
1995 have declined as a result of lower asset levels.  

  The Company's operating expenses decreased by $195,000 during the third 
quarter of 1996 compared to the same period in 1995 primarily as a result 
of a reduction in occupancy costs, staff reductions, reduction in the use 
and cost of professional services, and, generally, as a result of lower 
costs related to lower loan and deposit volumes as discussed above.  Other 
operating expenses increased $227,000 to $313,000 in 1996 from $86,000 in 
the same period in 1995 primarily as a result of providing a $200,000
provision for non-recurring expenses. 

  The increase in net income from real estate operations of $422,000 to 
$203,000 for the third quarter of 1996 compared to the same period in 
1995 is the result of higher gains on sale of real estate assets and the 
decline in the cost of holding real estate.  


Financial Condition

Liquidity and Capital Resources

  Liquidity

  The Bank's liquid assets, which include cash and short term investments, 
totaled $17.0 million, or 16.7% of total assets, at September 30, 1996, a 
decrease of $25.8 million, from $42.8 million, or 37.2% of total assets,
at December 31, 1995.  The decrease was primarily the result of the purchase
of longer duration investment securities totaling $30.0 million.

  As of September 30, 1996, the Bank had pledged loans and securities 
totaling $8.7 million enabling the Bank to borrow approximately $5.0 
million from the Federal Home Loan Bank of San Francisco (FHLB).  The 
Bank will, from time-to-time, borrow from the FHLB in the normal course of 
business. The Bank borrowed $2.0 million against this lending facility during 
the first nine months of 1996.  The borrowing was repaid during the 
fourth quarter of 1996.  In the future, long and short term borrowings
from the FHLB may be used as an on-going source of liquidity and funding.

  The Bank has a short-term credit facility at the discount window with the 
FRB of up to $1.8 million secured by loans and securities totaling $2.3 
million.  

  The Bank's brokered certificates of deposit declined to zero as of 
September 30, 1996 from $3.4 million at December 31, 1995.  The Bank's 
money desk deposits decreased $7.2 million to $20.8 million as of 
September 30, 1996 from $28.0 million at December 31, 1995.   
  
<PAGE>
  Capital

  At September 30, 1996, shareholders' equity was $10.9 million, compared 
to $6.9 million at December 31, 1995, primarily as a result of the $607,000 
net income and the capital contribution of $3.5 million from the Company's
majority shareholder, partially offset by an unrealized decline in the 
market value of investment securities available for sale of $115,000 during
the first nine months of 1996.  

  The Company and the Bank are subject to general regulations issued by the 
FRB, FDIC, and SBD which require maintenance of certain levels of capital 
and the Bank is under specific capital requirements as a result of the 
Orders and Capital Order.  As of September 30, 1996, the Company and the 
Bank are in compliance with the all minimum capital ratio requirements 
including the minimum Leverage ratio of 7% mandated by the Orders.  The 
Bank is not in compliance with the capital requirements as defined by the 
Capital Impairment Orders (see Capital Impairment Orders).  The increase 
in the Company and Bank's leverage ratio during the first nine months of 
1996 was primarily the result of the first nine months income, the 
reduction in average assets and the capital contribution.

  The following table reflects both the Company's and the Bank's capital 
ratios with respect to minimum capital requirements in effect as of 
September 30, 1996:
<TABLE>
<CAPTION>
                                                          Minimum
                                                          Capital
                                 Company      Bank    Requirement
 <S>                           <C>            <C>         <C>
 Leverage ratio                     10.6%     10.4%         4.0%         
 Tier 1 risk-based capital          16.7      16.3          4.0        
 Total risk-based capital           19.3      18.9          8.0

</TABLE>

Investment Activities

 At September 30, 1996, the Company's investment securities, including Fed 
funds sold, totaled $51.5 million, or 50.5% of total assets, compared to 
$45.2 million, or 39.3% of total assets, at December 31, 1995.  A portion
of the investment portfolio is used to manage the Bank's liquidity 
position.  Liquid investments include investment securities with a term to 
maturity of one year or less including Fed funds. See "Liquidity and 
Capital Resources" above.  The investment portfolio may include treasury 
and agency securities, fixed and adjustable rate mortgage backed securities,
and to a limited extent collateralized mortgage backed securities.
Generally, the Bank's investment securities held-to-maturity and available-
for-sale have maturities or principal amortization of five years or less.

 At September 30, 1996, investment securities held-to-maturity totaled $7.1 
million, compared to zero at December 31, 1995, and are carried at amortized
cost.  At September 30, 1996, the Company held $29.4 million defined as 
securities available-for-sale, compared to $6.5 million at December 31,
1995.  The increase in investment securities held-to-maturity of $7.1 
million and investment securities available for sale of $22.9 million 
resulted primarily from management's decision to diversify the Bank's 
investment portfolio to limit the Bank's risks to downward adjustments in 
short-term interest rates and to increase the yield on its investment 
portfolio.  

<PAGE>
 Investment securities available-for-sale are accounted for at fair value.
Unrealized gains and losses are recorded as an adjustment to equity and are 
not reflected in the current earnings of the Company.  As of September 30,
1996, the investment securities available for sale have an unrealized loss
of $115,000 that is included as a separate component of shareholder's 
equity to reflect the current market value of these securities.  
Management expects to maintain its investment securities portfolio at its
existing level but fluctuations will occur depending on loan demands.      


Loans

 During the first nine months of 1996, total loans decreased by $15.0 
million, from $53.2 million at December 31, 1995 to $38.2 million at 
September 30, 1996.  The reduction resulted primarily from loan 
repayments.  The composition of the Bank's loan portfolio at September 30,
1996 and December 31, 1995 is summarized as follows:
<TABLE>
<CAPTION>


                                   September 30,      December 31,
<S>                                  <C>                 <C>
(Dollars in Thousands)                 1996               1995    

Commercial and financial               $ 10,265           $ 16,159
Real estate construction                  3,491              5,661
Real estate mortgage                     24,398             31,388
                                         38,154             53,208
Deferred fees and discounts, net           (210)              (180)
Allowance for possible loan losses       (5,545)            (5,912)
 Total loans, net                       $32,399           $ 47,116


 Classified Assets and Impaired Loans

 Classified assets include non-accrual loans, OREO, real estate investments 
and performing loans that exhibit credit quality weaknesses.  The table 
below outlines the Bank's classified assets at September 30, 1996 and 
December 31, 1995:

</TABLE>
<TABLE>
<CAPTION>

                                   September 30,      December 31,
<S>                                    <C>                <C> 
(Dollars in Thousands)                  1996                1995    

Loans - performing                     $ 11,179           $ 17,800
Non-accrual loans                         2,557              7,511
OREO                                      6,251              7,514
Real estate investments                      --                236
 Total classified assets               $ 19,987           $ 33,061

Total classified assets as a 
  percentage of total assets               19.6%               28.8%
</TABLE>

 Classified loans decreased by $11.6 million to $13.7 million as of 
September 30, 1996 compared to $25.3 million at December 31, 1995.  The 
decrease was primarily the result of loan payoffs, transfers to other 
real estate owned as a result of foreclosure and loan upgrades.  As of 
September 30, 1996 and December 31, 1995, all OREO and real estate 
investments held for development were adversely classified.  As of 
September 30, 1996, the Bank no longer held any real estate investments 
for development having sold all such assets.

<PAGE>

 Non-performing assets which are included in classified assets are comprised 
of non-accrual loans and real estate foreclosures.  Non-performing assets 
were $8.8 million, or 22.8% of total loans and OREO at September 30, 1996, 
down from $15.0 million, or 24.7% of total loans and OREO at the end
of 1995.  During the first nine months of 1996, the reduction of $6.2 million
in non-performing assets was primarily the result of OREO sales of $2.9 
million, loans returned to accrual of $1.7 million, charge-offs of 
$646,000.  New loans transferred to non-accrual status totaled $365,000, 
and $1.4 million in non-accrual loans were paid off. 

 There can be no assurance that the Bank will continue to reduce the level 
of its non-performing assets,  not experience losses in attempting to 
collect the non-performing assets or not experience a deterioration of 
loans presently not adversely classified.  However, the Bank expects that if
reductions in non-performing assets continue, the costs incurred for 
managing and carrying these assets will also decline.

 The Bank had approximately $1.0 million in loans on September 30, 1996 
that were between 31 and 89 days delinquent.  All of the loans delinquent 
between 31 and 89 days are secured by first deeds of trust on real estate.

 Effective January 1, 1995, the Company and the Bank adopted the FASB 
issued SFAS No. 114 "Accounting by Creditors for Impairment of a Loan" 
(SFAS No. 114) as amended by SFAS No. 118 "Accounting by Creditors for 
Impairment of a Loan-Income Recognition and Disclosures".  The Company 
identifies loans with weak credit quality characteristics for review under 
SFAS 114.  Certain classified loan are identified as impaired loans under 
SFAS 114.  The table below outlines the recorded investment in impaired
loans by loan category at September 30, 1996 and December 31, 1995:
<TABLE>
<CAPTION>

                                          September 30,     December 31
<S>                                          <C>              <C>
(Dollars in Thousands)                          1996            1995    

Commercial and financial                          --         $   307
Real estate construction                     $ 1,950           3,428      
Other real estate mortgage                       607           3,891
 Total impaired loans                        $ 2,557         $ 7,626

 As of September 30, 1996 and December 31, 1995, the Company measured the 
impairment of loans totaling $2.6 million and $7.3 million, respectively, 
using the collateral value method.  As of September 30, 1996 and December
31, 1995, zero and $307,000 of the impaired loans were measured using the 
discounted cash flow method.  Total interest income recognized on impaired 
loans during the first nine months of 1996 was $60,000 compared to $202,000 
for the same period in 1995. 

Valuation Allowances
 
 Allowance for Loan Losses

 The Bank charges current earnings with provisions for estimated losses on 
loans receivable.  The provisions take into consideration specifically 
identified problem loans, the financial condition of the borrowers, the 
fair value of the collateral, recourse to guarantors and other factors.

 Specific loss allowances are established based on the asset classification
and credit quality grade. Specific loss allowances are utilized to ensure 
that the allowance is allocated based on the credit quality

<PAGE>
grading to capture inherent risks including present value of expected cash 
flows and fair value of real estate collateral.  As of September 30, 1996, 
$596,000 in the allowance of loan losses was allocable to impaired loans,
as identified in accordance with SFAS No. 114, which had an outstanding
principal balance totaling $2.6 million.  In addition, the Bank carries an 
"unallocated" loan loss allowance to provide for losses that may occur 
in the future in loans that are not presently classified, based on present
economic conditions, trends, and related uncertainties.  The following 
table summarizes the loan loss experience of the Bank for the nine months 
ended September 30, 1996:

</TABLE>
<TABLE>
<CAPTION>
 
                                                      September 30, 
(Dollars in Thousands)                                       1996   
<S>                                                        <C>
Beginning balance of allowance for loan losses
 at December 31, 1995                                     $ 5,912
  Charge-offs                                                (646)
  Recoveries                                                  279
  Provision                                                    --
Ending balance of allowance for loan losses                $ 5,545

 The ratio of allowance for loan loss to total loans was 14.5% as of 
September 30, 1996 compared to 11.1% as of December 31, 1995 primarily as a
result of a reduction in total loans.  The ratio of the allowance for 
loan loss to non-accrual loans was 217% as of September 30, 1996 compared 
to 79% as of December 31, 1995.

 The unallocated portion of the allowance for loan loss totaled $2.4 million
at September 30, 1996 compared to $1.2 million at December 31, 1995.  The 
increase in the unallocated allowance was primarily the result of 
recoveries and the reduction in substandard loans which require a higher 
allocation of reserves.  

 Allowance for Losses on OREO

 The following table summarizes the OREO loss experience of the Bank for 
the nine months ended September 30, 1996:

</TABLE>
<TABLE>
<CAPTION>
 
                                                         September 30 
(Dollars in Thousands)                                        1996   
<S>                                                         <C>
Beginning balance of allowance for losses                    $ 11,991
  Charge-offs                                                  (2,755)
  Provision                                                        --
Ending balance of allowance for losses                        $ 9,236
</TABLE>

 The OREO properties are shown net of allowance for losses.  The charge-
offs related to the sale of specific OREO properties.  Based on review of 
market value information available as of September 30, 1996, no 
additional provision was required during the first nine months of 1996 
compared to a provision of $500,000 during the same period in 1995.  The 
Bank recorded a net gain of $576,000 on sale of five OREO properties 
during the first nine months of 1996 compared to a net gain on sale 
of $1.9 million on seven OREO properties during the same period in 1995.

<PAGE>
 Allowance for Losses on Real Estate Investments

 The following table summarizes the real estate investments loss experience 
of the Bank for the quarter ended September 30, 1996:
<TABLE>      
<CAPTION> 
                                                          September 30
(Dollars in Thousands)                                         1996   
<S>                                                         <C>
Beginning balance of allowance for losses                     $ 1,478
  Charge-off                                                   (1,478)
  Provision                                                        --
Ending balance of allowance for losses                        $    --
</TABLE>
 No provision for loss on real estate investments was required during the 
first nine months of 1996. The Bank recorded a net gain on sale of real 
estate investment totaling $85,000 during the first nine months of 1996. 


Deposits

 The Bank had total deposits of $87.6 million at September 30, 1996, 
compared to $105.7 million at December 31, 1995, a decrease of $18.1 million 
or 17.1%.  The decline was attributed to decreases in private banking 
customer deposits of $3.0 million, homeowners' association deposits of 
$3.0 million, brokerage deposit activity of $1.3 million, and volatile 
deposits (including money desk deposits) of $11.2 million partially offset 
by an increase in escrow deposits of $852,000.  A summary of deposits at 
September 30, 1996 and December 31, 1995 is as follows:
<TABLE>
<CAPTION>

                                  September 30,       December 31,
(Dollars in Thousands)                   1996              1995    
<S>                                   <C>                  <C>
Demand deposits                      $  14,102           $  20,365
NOW                                     18,157              23,762
Money market                            17,262              16,185
Savings                                  1,262               1,649
 Total deposits with no stated maturity 50,783              61,961
Time deposits:
  Less than $100,000                    30,923              37,296
  $100,000 and greater                   5,936               6,416
 Total time deposits                    36,859              43,712

 Total deposits                       $ 87,642           $ 105,673
</TABLE>

 The Bank's deposits from private and business banking totaled $35.0 million,
or 40.0% of total deposits, at September 30, 1996, compared to $38.0 million,
or 35.9% of total deposits, at December 31, 1995.  Deposits acquired 
through the Association Bank Services function totaled $19.9 million, or
22.7% of total deposits at September 30, 1996, compared to $22.9 million,
or 21.7% of total deposits at December 31, 1995.  Deposits acquired through
the money desk operations totaled $20.8 million, or 23.7% of total 
deposits at September 30, 1996, compared to $28.0 million, or 26.3% of 
total deposits at December 31, 1995. 
 
<PAGE>
 Concentrations of deposits acquired through the money desk operations have 
been classified by bank regulators as volatile liabilities associated with 
certain risks, including the risks of reduced liquidity if a bank is 
unable to retain such deposits and reduced margins if its interest costs 
are increased by a bank in order to retain such deposits.  As a result 
of the Orders, the Bank is required to maintain a volatile liability 
dependency ratio of not more than 15% which the Bank is in compliance with
as of September 30, 1996.


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

 Because of the nature of its business, the Company and its subsidiaries, 
including the Bank, are from time-to-time a party to legal claims and 
actions.  The Bank has settled or been dismissed from litigation or 
potential litigation matters which management deems material.  Based on 
information available to the Company and the Bank, and its review of such 
outstanding claims and litigation to date, management believes the 
liability relating to such claims and litigation, if any, will not have a 
material adverse effect on the Company's liquidity, consolidated financial 
condition or results of operations.


Item 2 - Changes in Securities

 See "Financial Condition - Liquidity and Capital Resources". 
 

Item 3 - Defaults Upon Senior Securities

 See "Note 1 -- Dividend Restrictions". 


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

 None


Item 5 - Other Information

 None

Item 6 - Exhibits and Reports on Form 8-K

 (a)  Exhibits

      None

 (b)  Report on Form 8-K

      None

<PAGE>

                                SIGNATURES


 Pursuant to the requirements of Section 13 or 15(d) 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.



                         The San Francisco Company
                               (Registrant)



Date: November 7, 1996                 /s/ James E. Gilleran 
                                       James E. Gilleran
                                       Chairman of the Board and
                                       Chief Executive Officer



Date: November 7, 1996                 /s/ Keary L. Colwell  
                                       Keary L. Colwell
                                       Principal Accounting Officer