<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D. C.   20549

                             FORM 10-Q/A


              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

                  THE SECURITIES EXCHANGE ACT OF 1934


            FOR QUARTER ENDED:               MARCH 31, 1999

                    COMMISSION FILE NUMBER:  0-11108


                        SUMMIT BANCSHARES, INC.


            STATE OF CALIFORNIA    I.R.S. IDENTIFICATION
                          NUMBER 94-2767067

              2969 BROADWAY, OAKLAND CALIFORNIA   94611

                           (510)  839-8800

Indicate by the 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 number of shares outstanding of the registrant's common stock was
          454,223 shares of no par value common stock
                issued as of March 31, 1999

                                                                     1
<PAGE>
PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

ITEM 1                                                             PAGE
<S>                                                                <C>

SUMMIT BANCSHARES, INC. AND SUBSIDIARY FINANCIAL STATEMENTS

            Consolidated Balance Sheets ......................      3

            Consolidated Statements of Income ................      4

            Consolidated Statement of Cash Flows .............      5

            Consolidated Statement of Changes in Shareholders'
            Equity ...........................................      6-7

            Notes to Financial Statements.....................      8-9

            Interest Rate Risk Reporting Schedule.............      10


ITEM 2

           Management's Discussion and Analysis of Financial

           Condition and Results of Operations ..............       11-19



                   PART II - OTHER INFORMATION

  ITEMS 1-6 ..................................................      20-21


2

<PAGE>

SUMMIT BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION MARCH 31, 1999 AND DECEMBER 31, 1998
                                    (UNAUDITED)

ASSETS                                                                                     03/31/99       12/31/98
--------------------------------------------------------------------------------------   ------------   ------------
<S>                                                                                      <C>            <C>
Cash and due from banks                                                                  $  6,416,354   $  8,126,067
Federal funds sold                                                                         12,350,000     18,640,000
                                                                                         ------------   ------------
Cash and cash equivalents                                                                  18,766,354     26,766,067
Time deposits with other financial institutions                                            30,075,487     24,135,487
Investment securities (fair value of
$15,437,254 at
    March 31, 1999 and $15,489,100 at
    December 31, 1998 ) held to maturity                                                   15,499,865     15,499,670
Loans, net of allowance for loan losses of
   $1,319,451 at March 31, 1999 and
   $1,319,451 at December 31, 1998                                                         52,012,604     53,013,148
Other real estate owned                                                                       212,262        212,262
Premises and equipment, net                                                                   954,402        976,388
Interest receivable and other assets                                                        4,174,348      4,052,554
                                                                                         ------------   ------------
Total Assets                                                                             $121,695,322   $124,655,576
                                                                                         ------------   ------------
                                                                                         ------------   ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------   ------------   ------------
Deposits:
Demand                                                                                   $ 39,017,447   $ 38,076,664
Interest-bearing transaction accounts                                                      35,793,449     35,350,967
Savings                                                                                     2,184,317      2,135,736
Time certificates $100,000 and over                                                        21,533,330     26,147,116
Other time certificates                                                                     7,470,500      8,178,876
                                                                                         ------------   ------------
Total Deposits                                                                            105,999,043    109,889,359
                                                                                                        ------------
Interest payable and other liabilities                                                      1,096,284        677,802
                                                                                         ------------   ------------
Total                                                                                     107,095,327    110,567,161
Liabilities
SHAREHOLDERS' EQUITY
Preferred Stock, no par value:
   2,000,000 shares authorized, no shares outstanding                                               0              0
Common Stock, no par value:
   3,000,000 shares authorized; 454,223 shares outstanding at March 31, 1999 and
   459,634 shares outstanding at December 31, 1998                                          3,894,796      3,829,340
Retained Earnings                                                                          10,705,199     10,259,075
                                                                                         ------------   ------------
Total Shareholders' Equity                                                                 14,599,995     14,088,415

Total Liabilities and Shareholders' Equity                                               $121,695,322   $124,655,576
                                                                                         ------------   ------------
                                                                                         ------------   ------------
</TABLE>

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

<PAGE>

SUMMIT BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF
INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                 THREE MONTHS     THREE MONTHS
                                                 ENDED 3-31-99    ENDED 3-31-98
-------------------------------------            ------------     ------------
<S>                                                <C>             <C>
INTEREST INCOME:
Interest and fees on loans                         $1,375,009      $1,621,840
Interest on time deposits with
  other financial institutions                        363,680          90,015
Interest on U.S. government
  treasury securities                                 160,768         167,261
Interest on federal funds sold                        184,002         212,100
                                                   ----------      ----------
Total interest income                               2,083,460       2,091,216

INTEREST EXPENSE:
Interest on deposits                                  587,219         501,543
                                                   ----------      ----------
Total interest expense                                587,219         501,543
                                                   ----------      ----------
Net interest income                                 1,496,241       1,589,673

Provision for loan losses
                                                         --            75,000
                                                   ----------      ----------
Net interest income after
   provision for loan losses                        1,496,241       1,514,673

NON-INTEREST INCOME:
Service charges on deposit accounts                    86,821          86,002
Other customer fees and charges                       102,901          43,378
                                                   ----------      ----------
Total non-interest income                             189,722         129,380

NON-INTEREST EXPENSE:
Salaries and employee benefits                        521,448         506,219
Occupancy expense                                     102,579         103,835
Equipment expense                                      60,317          44,154
Other                                                 243,367         243,387
                                                   ----------      ----------
Total non-interest expense                            927,711         897,595
Income before income taxes                            758,252         746,458
Provision for income taxes                            312,128         311,059
                                                   ----------      ----------
Net Income                                         $  446,124      $  435,399
                                                   ----------      ----------
                                                   ----------      ----------

EARNINGS PER SHARE:
Earnings per common share                          $     0.98      $     1.00
Earnings per common share assuming dilution        $     0.96      $     0.93
Weighted average shares outstanding                   454,323         437,193

Weighted avg. shrs. outsdg. assuming dilution         465,934         469,252
                                                   ----------      ----------
                                                   ----------      ----------
</TABLE>

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

<PAGE>

SUMMIT BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF
CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                          (UNAUDITED)

<TABLE>
<CAPTION>
                                                        THREE MONTHS      THREE  MONTHS
                                                        ENDED 3-31-99     ENDED 3-31-98
                                                        -------------     -------------
<S>                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest received                                       $  1,812,325      $  2,075,456
Fees received                                                441,945           193,344
Interest paid                                               (619,524)         (476,113)
Cash paid to suppliers and employees                      (1,008,967)       (1,009,863)
Income taxes paid                                           (125,000)         (113,864)
                                                        ------------      ------------
Net cash provided by operating activities                    500,779           668,960

CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in time deposits with
  other financial institutions                            (5,940,000)         (396,000)
Maturity of investment securities                          5,000,000         4,599,066
Purchase of investment securities                         (5,000,000)       (5,000,295)
Net (increase) decrease in loans to customers              1,427,426         5,301,879
Recoveries on loans previously charged-off                         0               750
(Increase) decrease in premises and equipment                (41,265)          (42,198)
                                                        ------------      ------------
Net cash provided by (used in) investing activities       (4,553,839)        4,166,202

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in demand, interest
  bearing transaction, and savings deposits                1,431,486        (1,463,774)
Net increase (decrease) in time deposits                  (5,322,161)           (4,046)
(Increase) decrease in other assets                         (121,794)         (143,775)
Exercise of stock options                                     90,000            10,000
Repurchase of common stock                                   (24,544)           (6,270)
Dividends paid                                                     0                 0
                                                        ------------      ------------
Net cash provided by (used in) financing activities       (3,946,653)       (1,607,865)
                                                        ------------      ------------
Net increase (decrease) in cash and cash equivalents      (7,999,713)        3,227,297
Cash and cash equivalents at the
  beginning of the year                                   26,766,067        21,574,015
                                                        ------------      ------------
Cash and cash equivalents at the end of the year        $ 18,766,354      $ 24,801,312
                                                        ------------      ------------

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income                                              $    446,124      $    435,399
Adjustments to reconcile net income to
  net cash provided by operating activities:
Depreciation and amortization                                 63,250            52,984
Provision for loan losses and OREO losses                          0            75,000
(Increase) decrease in interest receivable                  (159,338)           91,413
Increase (decrease) in unearned loan fees                    140,426           (43,209)
Increase (decrease) in accrued interest payable              (32,305)           25,430
(Increase) decrease in prepaid expenses                      (14,810)           38,490
Increase (decrease) in accounts payable                     (129,696)         (126,762)
Increase (decrease) in income taxes payable                  187,128           197,195
                                                        ------------      ------------
Total adjustments                                             54,655           233,561
                                                        ------------      ------------
Net cash provided by operating activities               $    500,779      $    668,960
                                                        ------------      ------------

</TABLE>

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


<PAGE>

                            WEIGHTED AVERAGE SHARES
                       THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>

                                                            EARNINGS
                                              PRIMARY       PER SHARE
<S>                              <C>                        <C>
                                    ANNUAL  454323.44       454323.44
A. COMMON STOCK                  (1ST QTR)  454323.44       454323.44

</TABLE>

<TABLE>

   <S>        <C>               <C>          <C>          <C>
                                      NO OF
                                       DAYS
   436565.00  12-31-98(BAL FWD) -----------
   452684.00          TO 2-1-99       31.00  14033204.00
   452134.00          TO 3-8-99       35.00  15824690.00
   459634.00         TO 3-31-99       24.00  11031216.00
                                                    0.00
                                                    0.00
                                                    0.00
                                                    0.00
                                                    0.00
                                ------------------------
                                      90.00  40889110.00

   AVERAGE SHARES OUTSTANDING
    FOR THE YEAR                               454323.44

   AVERAGE SHARES OUTSTANDING
    FOR THE 1ST QUARTER                        454323.44

                   OPTIONS-FULLY

   USE HIGHER OF YEAR END PRICE OR AVERAGE PRICE
   YEAR END PRICE/QTR END            44.750
   AVERAGE PRICE                     48.920

   USE AVERAGE PRICE OF                           48.920  11610.80
                                               ---------

</TABLE>

<TABLE>
<CAPTION>

        NO OF      YEAR END      OPTION       NO OF
       SHARES         PRICE       PRICE      SHARES
      ---------------------------------------------
<S>   <C>          <C>           <C>         <C>
MZ    2800.00        48.920       13.50       2,100
SN    1667.00        48.920       12.00       1,258
SN     978.00        48.920       13.25         713
DO    2500.00        48.920       13.00       1,836
MZ    1045.00        48.920       13.00         767
AC     400.00        48.920       13.00         294
SN    4000.00        48.920       17.75       2,549
MZ    2000.00        48.920       17.75       1,274
DO    1000.00        48.920       17.75         637
AC     100.00        48.920       17.75          64
EA    2000.00        48.920       46.00         119

</TABLE>


<PAGE>

<TABLE>

<S>                                   <C>              <C>
AVERAGE PRICE FOR THE YEAR               48.920

TOTAL SHARES 1ST QUARTER              465934.24        454323.44

TOTAL SHARES YEAR-TO-DATE             465934.24        454323.44

NET INCOME 1ST QUARTER                 $446,124         $446,124

NET INCOME YEAR TO DATE, 1998          $446,124         $446,124

EARNINGS PER SHARE 1ST QUARTER           $0.957           $0.982

EARNINGS PER SHARE, YTD                  $0.957           $0.982

</TABLE>


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the unaudited interim consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position at March 31,
1999 and the results of operations for the three months ended March 31, 1999
and 1998 and cash flows for the three months ended March 31, 1999 and 1998.

Certain information and footnote disclosures presented in the Corporation's
annual consolidated financial statements are not included in these interim
financial statements. Accordingly, the accompanying unaudited interim
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Corporation's 1998 Annual Report to Shareholders, which is incorporated by
reference in the Company's 1998 annual report on Form 10-K. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of the operating results for the full year.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February of 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128). The Bank was required to adopt SFAS 128 in the fourth quarter of
1997 and restated at that time earnings per share data for prior periods to
conform with SFAS 128. Earlier application is not permitted.

SFAS 128 replaces current earnings per share reporting requirements and
requires a dual presentation of basic and diluted earnings per share.
Earnings per share excludes dilution and is computed by dividing net income
by the weighted average common shares outstanding of 454,323 and 437,193
during the three months ended March 31, 1999 and 1998, respectively. Diluted
earnings per share reflects the potential dilution that could occur if common
shares were issued pursuant to the exercise of options under the Bank's Stock
Option Plans. Diluted earnings per share under SFAS 128 would not have been
significantly different than primary earnings per share currently reported
for the periods.

                                                                     3

<PAGE>

In June of 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income",
which establishes standards for reporting and display of comprehensive income
and its components; and No. 131, "Disclosures about Segments of an Enterprise
and Related Information", which establishes annual and interim reporting
standards for an enterprise's operating segments and related disclosures
about its products, services, geographic areas, and major customers. Adoption
of these statements will not impact the Bank's consolidated financial
position, results of operations or cash flows, and any effect will be limited
to the form and content of its disclosures. Both statements are effective in
1999, with earlier application permitted.

4

<PAGE>

INTEREST RATE SENSITIVITY/INTEREST RATE RISK ANALYSIS

         The following table provides an interest rate sensitivity and
interest rate risk analysis for the quarter ended September 30, 1998. The
table presents each major category of interest-earning assets and interest
bearing-liabilities.

                      INTEREST RATE RISK REPORTING SCHEDULE

REPORTING INSTITUTION: SUMMIT BANK                      REPORTING DATE: 3-31-99
<TABLE>
<CAPTION>

                                                               REMAINING TIME BEFORE MATURITY OR INTEREST RATE ADJUSTMENT
                                         ($000.00)
                                           OMITTED     UP     Greater than 3 Greater than 1  Greater than 3  Greater than 5  OVER
                                           TOTAL        3      Less than 1    Less than 3     Less than 5     Less than 10  10 YEARS
<S>                                       <C>        <C>          <C>           <C>            <C>             <C>         <C>
   I.   EARNING ASSETS

     A. INVESTMENTS:
     1. U. S. TREASURIES                  $  1,500   $  1,500     $      0      $      0       $      0        $      0    $      0
     2. U. S. AGENCIES                      14,000      1,000        1,000        12,000              0               0           0
     3. FED FUNDS SOLD                      12,350     12,350            0             0              0               0           0
     4. PURCHASED CDS                       30,075      2,574       11,281        16,220              0               0           0
                                          --------   --------     --------      --------       --------        --------    --------
        TOTAL INVESTMENTS                 $ 57,925   $ 17,424     $ 12,281      $ 28,220       $      0        $      0    $      0


     B. LOANS                             $ 49,781   $ 47,571     $    421      $  1,286       $     38        $    466    $      0
                                          --------   --------     --------      --------       --------        --------    --------

        TOTAL LOANS                       $ 49,781   $ 47,571     $    421      $  1,286       $     38        $    466    $      0

     C. TOTAL EARNING ASSETS              $107,706   $ 64,995     $ 12,702      $ 29,506       $     38        $    466    $      0

  II.   COST OF FUNDS (DEPOSITS)

     A. CERTIFICATE OF DEPOSITS           $ 29,004   $ 18,553     $ 10,208      $    220       $     20        $      1    $      1
     B. MONEY MARKET ACCOUNTS               30,748      4,193       11,822        14,733              0               0           0
     C. TRANSACTION ACCOUNTS                 5,756        247          740         1,951          1,403           1,415           0
     D. SAVINGS ACCOUNTS                     2,184         94          281           740            532             537           0
                                          --------   --------     --------      --------       --------        --------    --------
        TOTAL COST OF FUNDS               $ 67,692   $ 23,087     $ 23,051      $ 17,644       $  1,955        $  1,953    $      1

 III.   INTEREST SENSITIVE ASSETS         $107,706   $ 64,995     $ 12,702      $ 29,506       $     38        $    466    $      0

  IV.   INTEREST SENSITIVE LIABILITIES    $ 67,692   $ 23,087     $ 23,051      $ 17,644       $  1,955        $  1,953    $      1
                                          --------   --------     --------      --------       --------        --------    --------
   V.   GAP                               $ 40,014   $ 41,908     ($10,349)     $ 11,862       ($ 1,917)       ($ 1,487)   ($     1)

  VI.   CUMULATIVE GAP                    $ 40,014   $ 41,908     $ 31,559      $ 43,421       $ 41,504        $ 40,017    $ 40,016

 VII.   GAP RATIO                             1.59       2.82         0.55          1.67           0.02            0.24        0.00

VIII.   CUMULATIVE RATIO                      1.59       2.82         1.68          1.68           1.63            1.59        1.59

  IX.   GAP AS A % OF TOTAL ASSETS           33.89      35.50        -8.77         10.05          -1.62           -1.26        0.00

   X.   CUMULATIVE GAP AS A % OF             33.89      35.50        26.73         36.78          35.15           33.89       33.89
             TOTAL ASSETS
</TABLE>


<PAGE>

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31, 1999

The registrant, Summit Bancshares, Inc. (the "Company") is a bank holding
company whose only operating subsidiary is Summit Bank (the "Bank").  The
following discussion primarily concerns the financial condition and results
of operations of the Company on a consolidated basis including the subsidiary
Bank.  All adjustments made in the compilation of this information are of a
normal recurring nature.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

NONE


FINANCIAL CONDITION

LIQUIDITY MANAGEMENT

The consolidated loan-to-deposit ratio at March 31, 1999 was 49.1% which was
a decrease from 62.2% for the same period in 1998.  Total outstanding loans
as of March 31, 1999 decreased $3,341,000 compared to the same period a year
ago while total deposits increased $17,035,000 versus the same time last
year.  The decrease in loans was primarily due to the company maintaining
it's lending standards.  The increase in deposits is primarily due to the
Bank's effort in marketing its products.

Net liquid assets, which consists primarily of cash, due from banks,
interest-bearing deposits with other financial institutions, investment
securities and federal funds sold totaled $64,342,000 on March 31, 1999.
This amount represented 60.7% of total deposits in comparison to the
liquidity ratio of 49.5% as of March 31, 1998.  This increase is primarily a
result of a decline in loan growth and an increase in deposits.  It is
management's belief that the current liquidity level is appropriate given
current economic conditions and is sufficient to meet current needs. The
Company is not aware of any current recommendations by the regulatory
authorities, which, if they were implemented, would have a material effect on
the Company.

                                                                     5

<PAGE>

The following table sets forth book value of investments by category and the
percent of total investments at the dates specified.

                              INVESTMENT COMPARATIVE
                                 ($000.00 Omitted)

<TABLE>
<CAPTION>

                           3-31-98       %        12-31-98      %      3-31-99      %
                           -------      ---       --------     ---     -------     ---
<S>                      <C>           <C>        <C>         <C>      <C>        <C>

Fed funds sold             $18,677      49%        18,640      32%      12,350     21%
Interest bearing
   deposits                  6,337      17%        24,135      41%      30,075     52%
Securities                  12,898      34%        15,500      27%      15,500     27%

</TABLE>

Interest bearing deposits are comprised of Time Certificates of Deposit with
other banks and savings and loan institutions with no more than $100,000 in
any institution.

Securities on March 31, 1999 were comprised of $1,500,000 in U. S. Gov't
notes and $14,000,000 in U.S. Gov't agencies.

CHANGES IN FINANCIAL POSITION

As of March 31, 1999, total deposits decreased $3,890,000 from December 31,
1998 and loans outstanding decreased $1,000,000.  Total deposits as of March
31, 1999 were $105,999,000, an increase of 19.1% from $88,964,000 as of March
31, 1998.  Total loans as of March 31, 1999 were $52,013,000, a decrease of
6.0% from $55,354,000 as of March 31, 1998.

The following table sets forth the amount of deposits by each category and
the percent of total deposits at the dates specified.

                               DEPOSIT COMPARATIVE
                                ($000.00 Omitted)

<TABLE>
<CAPTION>


                           3-31-98       %        12-31-98      %      3-31-99      %
                           -------      ---       --------     ---     -------     ---
<S>                       <C>          <C>        <C>         <C>      <C>        <C>

Demand                     $28,156      32%        38,077      35%      39,017      37%

Savings                      3,447       4%         2,136       2%       2,184       2%

Interest bearing
 Trans. Deposits            33,273      37%        35,351      32%      35,793      34%

Other time                  24,088      27%        34,326      31%      29,004      27%
</TABLE>

6

<PAGE>


The following table sets forth the amount of loans outstanding by each
category and the percent of total loans outstanding at the dates specified.

                              LOAN COMPARATIVE
                              ($000.00 Omitted)
<TABLE>
<CAPTION>

                           3-31-98       %        12-31-98      %      3-31-99      %
                           -------      ---       --------     ---     -------     ---
<S>                       <C>          <C>        <C>         <C>      <C>        <C>

Commercial                 $38,371      68%        38,403      71%      38,044     71%
Real estate-const            8,635      15%         5,060       9%       4,989      9%
Real estate-other            4,043       7%         5,673      10%       4,668      9%
Installment/other            5,618      10%         5,196      10%       5,631     11%

</TABLE>


NON-PERFORMING ASSETS

The following table provides information with respect to the subsidiary
Bank's past due loans and components for non-performing assets at the dates
indicated.

                                  NON-PERFORMING ASSETS
                                    ($000.00 Omitted)
<TABLE>
<CAPTION>
                                 3-31-98  12-31-98  3-31-99
                                 -------  --------  -------
<S>                              <C>      <C>       <C>
Loans 90 days or more past
 due & still accruing            $    0    $  662   $  631
Non-accrual loans                   661       651      742
Other real estate owned           1,222       212      212
                                 ------    ------   ------
   Total non-performing assets   $1,883    $1,525   $1,585
                                 ------    ------   ------
                                 ------    ------   ------
Non-performing assets to
  period end loans plus
  other real estate owned          3.32%     2.81%    2.97%

Allowance to non-performing
  loans                             199%      100%      83%

Allowance to non-performing
  assets                             70%       86%      71%

</TABLE>

The subsidiary Bank's policy is to recognize interest income on an accrual
basis unless the full collectibility of principal and interest is uncertain.
Loans that are delinquent 90 days as to principal or interest are placed on a
non-accrual basis, unless they are well secured and in

                                                                     7

<PAGE>

the process of collection, and any interest earned but uncollected is
reversed from income. Collectibility is determined by considering the
borrower's financial condition, cash flow, quality of management, the
existence of collateral or guarantees and the state of the local economy.

Other real estate owned ("OREO") is comprised of properties acquired through
foreclosure.  These properties are carried at the lower of the recorded loan
balance or their estimated fair market value based on appraisal.  When the
loan balance plus accrued interest exceeds the fair value of the property,
the difference is charged to the allowance for loan losses at the time of
acquisition.  Subsequent declines in value from the recorded amount, if any,
and gains or losses upon disposition are included in noninterest expense.
Operating expenses related to other real estate owned are charged to
non-interest expense in the period incurred.

The decrease in non-performing assets from March 31, 1998 to March 31, 1999
is due primarily to an increase in loans 90 days past due and non-accrual
loans of $712,000 and a decrease of $1,010,000 in OREO. Of the $631,000 total
loans 90 days or more past due and still accruing in 1999, $144,000 is
guaranteed by Small Business Administration.

The total OREO amount, $212,000 is related to two properties. One of the
properties is vacant land in the Oakland Hills, and the second property
consists of 3 vacant lots in Pacheco.  The Bank is currently in escrow on
both properties.

8

<PAGE>

CAPITAL POSITION

As of March 31, 1999, Shareholders' Equity was $14,600,000. This represents
an increase of $1,282,000 or 9.6% over the same period last year.  Since the
inception of the repurchase program in 1989, the Company has authorized the
repurchase of $2,500,000 of its stock.  As of March 31, 1999, the Company has
repurchased a total of 160,462 shares of the Company stock constituting 29.9%
of the Company's original stock prior to the repurchase program, at a total
cost of $2,387,000, or an average price per share of $14.88. The Company
plans to continue its repurchase program as an additional avenue for
liquidity for its shareholders.  The program has not affected the Company's
liquidity or capital position or its ability to operate as the Company's
capital growth has exceeded its asset growth.  In addition, the Company's
subsidiary Bank remains more than well-capitalized under current regulations.

The following table shows the risk-based capital and leverage ratios as well
as the minimum regulatory requirements for the same as of March 31, 1999:

<TABLE>
<CAPTION>
                                           Minimum
                   Capital Ratio    Regulatory Requirement
                   -------------    ----------------------
<S>                <C>              <C>
Tier 1 Capital        20.49%                4.00%
Total Capital         21.75%                8.00%
Leverage Ratio        12.09%                4.00%

</TABLE>

The Company is not aware of any current recommendations by the regulatory
authorities which if they were implemented would have a material effect on
the Company.

                                                                     9

<PAGE>


RESULTS OF OPERATIONS

NET INTEREST INCOME

Total interest income including loan fees decreased from $2,091,000 for the
first three months of 1998 to $2,083,000 for the same period in 1999.
Although loan income decreased, the increase in deposits caused an increase
in investment income.  Loan fees showed an increase of $5,000 compared to the
same period last year.


The yield on loans and fees decreased 70 basis points over the same period
last year.  The increase in interest income from investments was due to an
increase in volume as the yield decreased 88 basis points compared to the
same period in 1998. Average total investments were $25,081,000 higher than
the same period last year due to deposit growth.

Interest expense increased from $502,000 at the end of the first three months
of 1998 to $587,000 in 1999.  This increase was due to an increase in average
interest-bearing deposit accounts of $9,300,000 during the first three months
of 1999 versus the same period last year.  The average cost of funds for the
period ending March 31, 1999 was 23 basis points less than the same period
last year.  As a result of these factors, net interest margin for the first
three months of 1999 was 5.42% compared to 6.97% for the same period last
year.

OTHER OPERATING INCOME

Service charges on deposit accounts as of the end of the first three months
of 1999 increased slightly to $87,000 versus $86,000 for the same period in
1998.  The increase was due to increased fees collected in miscellaneous
service charges.

Other customer fees and charges increased $60,000 for the present quarter
associated with the sale of real estate last year.

10

<PAGE>

LOAN LOSS PROVISION

The allowance for loan losses is maintained at a level that management of the
Company considers to be adequate for losses that can be reasonably
anticipated.  The allowance is increased by charges to operating expenses and
reduced by net-charge-offs.  The level of the allowance for loan losses is
based on management's evaluation of potential losses in the loan portfolio,
as well as prevailing and anticipated economic conditions.

Management employs a systematic methodology on a monthly basis to determine
the adequacy of the allowance for current and future loan losses.  Each loan
is graded at the time of extension or renewal by the credit administrator.
Gradings are assigned a risk factor which is calculated to assess the
adequacy of the allowance for loan losses.  Further, management considers
other factors such as overall portfolio quality, trends in the level of
delinquent and classified loans, specific problem loans, and current and
anticipated economic conditions.

The following table summarizes the activity in the Bank's allowance for loan
losses for the three months ended March 31, 1999 and 1998.

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED
                                          ($000.00 Omitted)

                                           3-31-98  3-31-99
                                           -------  -------
<S>                                       <C>       <C>
Balance, beginning of the period           $1,238   $1,319
Provision for loan losses                      75        0
Recoveries                                      1        0
Loans charged-off                               0        0
                                           ------   ------
Balance, end of the period                 $1,314   $1,319

</TABLE>

The balance in the allowance for loan losses at March 31, 1999 was 2.47% of
total loans compared to 2.32% of total loans at March 31, 1998.

OTHER OPERATING EXPENSES

Total other operating expenses increased $30,000 as of the end of the first
three months of 1999 compared to the same period last year.  This increase
was primarily due to an increase in salaries and employee expense. Equipment
Expense increase was related to an upgrade in our computer delivery system to
include the installation of a new WAN/LAN system.

                                                                     11

<PAGE>

PROVISION FOR INCOME TAXES

The Company's provision for income taxes as of the end of the first three
months of 1999 increased from $311,000 in 1998 to $312,000. For the same
period in 1999 the Company's total effective tax rate was 41.1% compared to
41.7% in 1998.

NET INCOME

Net income for the first three months of 1999 increased to $446,000 from
$435,000 for the same period in 1998, or an increase of 2.5%.

IMPACT OF YEAR 2000

Many computer systems and software products now in use around the world
experience problems handling dates beyond the year 1999 and will need to be
modified before the year 2000 in order to remain functional.  As a result,
before the year 2000, computer systems and/or software products and
applications used by many companies may need to be upgraded to comply with
such year 2000 requirements.

The Company is currently expending resources to review its internal systems,
products and the readiness of third parties with whom it has business
relationships and has assigned a dedicated task force to develop and
implement a year 2000 plan (the "Plan") which is designed to cover all of the
Company's activities.  The Plan, which has executive sponsorship, is reviewed
regularly by senior management and the Board of Directors and includes the
evaluations of both information technology ("IT") and non-IT systems,
consists of five steps.

Step one involved increasing awareness by educating and involving the Board
of Directors and all levels of management, and all employees regarding the
need to address year 2000 issues.  Step two consisted of identifying all of
the Company's systems, products and relationships that may be impacted by
year 2000.  Step three involved determining the Company's current state of
year 2000 readiness for those areas identified in step two and prioritizing
areas that need to be fixed.  Step four consisted of developing a plan for
those areas identified as needing correction.  Step five consists of the
implementation and execution of the Company's Plan and completing the steps
identified to attain year 2000 readiness.  The company is currently executing
step five.  The Company has upgraded all of its IT and non-IT systems and has
tested the majority of these systems.

12

<PAGE>


Based on the Company's assessment to date, it believes that all of the
Company's internal IT and non-IT systems that have been tested are year 2000
compliant.

The Company believes that any modifications deemed necessary will be made on
a timely basis and does not believe that the cost of such modifications will
have a material effect on the Company's operating results.  To date, the
Company's costs related to the year 2000 issues have amounted to
approximately $85,000 and the Company does not expect the aggregate amount
spent on the year 2000 to exceed $125,000.  The Company is currently
preparing a contingency plan with respect to year 2000 requirements.

The Company's expectations as to the extent and timeliness of modifications
required in order to achieve year 2000 compliance is a forward-looking
statement subject to risks and uncertainties.  Actual results may vary
materially as a result of a number of factors, including, among others, those
described above in this section.  There can be no assurance that unexpected
delays or problems, including the failure to ensure year 2000 compliance by
systems or products supplied to the Company by third parties, will not have
an adverse effect on the Company, its financial performance and results of
operations.  In addition, the Company cannot predict the effects of the year
2000 issue on its customers or the resulting effects on the Company.  As a
result, if such customers do not take preventative and/or corrective actions
in a timely manner, the year 2000 issue could have an adverse effect on their
operations and accordingly have a material adverse effect on the Company's
business, financial condition and results of operations.  Furthermore, the
Company's current understanding of expected costs is subject to change as the
project progresses and does not include the cost of internal software and
hardware replaced in the normal course of business whose installation
otherwise may be accelerated to provide solutions to the year 2000 compliance
issues.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

The primary factor which may affect future results is the fluctuation of
interest rates in the market place more commonly referred to as interest rate
risk.  Interest rate risk is the exposure of a bank's current and future
earnings and equity capital arising from adverse movements in

                                                                     13

<PAGE>


interest rates.  It results from the possibility that changes in interest
rates may have an adverse effect on a bank's earnings and its underlying
economic value.  Changes in interest rates affect a bank's earnings by
changing its net interest income and the level of other interest-sensitive
income and operating expenses.  As mentioned previously, the potential
decrease in a declining interest rate environment would be minimized by an
increase in assets. In addition, earnings and growth of the company are and
will be affected by general economic conditions, both domestic and
international, and by monetary and fiscal policies of the United States
Government, particularly the Federal Reserve Bank.

CONTINGENCY PLANS

Management, in conjunction with its Year 2000 and Disaster Recovery program,
is in the process of modifying its disaster recovery plans to include the
response to a Year 2000 problem in a most likely worst case scenario.

PART II  -  OTHER INFORMATION



ITEM 1 - LEGAL PROCEEDINGS
           No material developments from that which was
           reported in the Form 10-K dated March 31, 1999 for
           the year ended December 31, 1998.


ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
          None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
          None

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 (Article 9)
         (a)   Exhibits

          27   Financial Data Schedule

          (b)  Reports on Form 8-K
               None

14

<PAGE>



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.

                                SUMMIT BANCSHARES, INC.
                                REGISTRANT
<TABLE>
<S>                             <C>


  DATE:                          By:  /s/Shirley W. Nelson
       -----------------------       -------------------------
                                        SHIRLEY W. NELSON
                                        CHAIRMAN AND CEO
                                        (PRINCIPAL EXECUTIVE OFFICER)


  DATE:                          By:  /s/ Kikuo Nakahara
       ------------------------     ---------------------------
                                        KIKUO NAKAHARA
                                        CHIEF FINANCIAL OFFICER
                                        (PRINCIPAL FINANCIAL OFFICER)

</TABLE>


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                                                                     15