<PAGE>


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

FORM 10-Q
[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE  ACT OF 1934 [FEE REQUIRED]
          For the Period Ended June 30, 1997
          Commission File Number: 0-27384
________________________________________________________________________________
CAPITAL CORP OF THE WEST
(Exact name of registrant as specified in its charter)

               CALIFORNIA                                77-0405791
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


1160 WEST OLIVE AVENUE, SUITE A  MERCED, CALIFORNIA                  95348-1952
(Address of principal executive offices)                             (Zip Code)

(209) 725-2200
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

The Registrant 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 Bank was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 X  Yes           No
---           ---

The number of shares outstanding of the Registrant's common stock, no par value,
as of June 30, 1997 was 2,615,947.  No shares of  preferred stock, no par value,
were outstanding at June 30, 1997.


<PAGE>

                           CAPITAL CORP OF THE WEST
                              Table of Contents


PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements
          Consolidated Balance Sheets                                       2
          Consolidated Statements of Income                                 3
          Consolidated Statements of Cash Flows                             4
          Notes to Consolidated Financial Statements                        5
Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               7

PART II--OTHER INFORMATION

Item 1.  Legal Proceedings                                                 26
Item 2.  Changes in Securities                                             26
Item 3.  Defaults Upon Senior Securities                                   26
Item 4.  Submission of Matters to a Vote of Security Holders               26
Item 5.  Other Information                                                 26
Item 6.  Exhibits and Reports on Form 8-K                                  26

SIGNATURES                                                                 27


                                     1


<PAGE>

                            CAPITAL CORP OF THE WEST
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                           06/30/97  12/31/96   06/30/96
                                                           --------  --------   --------
                                                                  (In thousands)
                               ASSETS
<S>                                                        <C>       <C>        <C>       
Cash and noninterest-bearing deposits in other
 banks                                                      $13,414   $12,982    $17,451
Time Deposits with other banks                                  266     3,101          0
Federal Funds Sold                                            7,775     3,735        575
Investment securities:
     Available-for-sale securities, at fair value            42,747    43,378     41,211
     Held-to-maturity securities at amortized cost, 
      market value of $11,324,000 at June 30, 1997           11,451         0          0
Mortgage loans held for sale                                      0       880        865
Loans, net of allowance for loan losses of $2,268,000 at
 June 30, 1997, $2,792,000 at December 31, 1996; and
 $2,064,000 at June 30, 1996                                193,092   180,455    161,988
Interest receivable                                           2,041     1,879      1,799
Premises and equipment, net                                   9,429     6,266      4,827
Other assets                                                 12,809    13,313     11,092
                                                           --------  --------   --------
     Total assets                                          $293,024  $265,989   $239,808
                                                           --------  --------   --------
                                                           --------  --------   --------
                            LIABILITIES
Deposits:
     Noninterest-bearing demand                             $33,263   $39,157    $35,082
     Negotiable orders of withdrawal                         36,829    34,303     26,920
     Savings                                                116,220   111,285    106,063
     Time, under $100,000                                    49,047    42,053     39,548
     Time, $100,000 and over                                 22,319    11,547      8,004
                                                           --------  --------   --------
     Total Deposits                                         257,678   238,345    215,617

Federal funds purchased and securities sold                   5,722         0      1,500
Short-term borrowings                                         8,467       110          0
Long-term borrowings                                            105     1,535        106
Accrued interest, taxes and other liabilities                    88     5,025      3,258
                                                           --------  --------   --------
     Total liabilities                                      272,060   245,015    220,481

                       SHAREHOLDERS' EQUITY
Preferred stock, no par value; 15,000,000 shares 
 authorized, none outstanding                                    0         0          0
Common stock, no par value; 30,000,000 shares                    
 authorized, 2,615,947 issued and outstanding at
 June 30, 1997; 2,601,711 issued and outstanding 
 at December 31, 1996; and 2,599,557 issued
 and outstanding at June 30, 1996                            15,664    15,321     15,298
Retained earnings                                             5,273     5,722      4,514
Investment securities unrealized gains (losses), net             27       (69)      (485)
                                                           --------  --------   --------
     Total Shareholders' Equity                              20,964    20,974     19,327
                                                           --------  --------   --------
     Total Liabilities and Shareholders' Equity            $293,024  $265,989   $239,808
                                                           --------  --------   --------
                                                           --------  --------   --------

                                see accompanying notes

</TABLE>

                                          2

<PAGE>

                            CAPITAL CORP OF THE WEST
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three Months Ending                       Six Months Ending
                                                       6/30/97         6/30/96                 6/30/97          6/30/96
                                              ------------------    ------------------  -----------------   -------------------
                                              (In Thousands Except for Per Share Data)  (In Thousands Except for Per Share Data)

<S>                                                    <C>            <C>                    <C>             <C>       
Interest Income
  Interest and fees on loans                              $4,943         $3,647                 $9,630           $7,067
 Interest on investment securities
   Taxable                                                   917            589                  1,727            1,304
   Nontaxable                                                 49             62                    108              121
 Interest on federal funds sold                               47             15                     92               71
                                                        --------       --------               --------          -------
   Total Interest Income                                   5,956          4,313                 11,557            8,563


Interest Expense
 Deposits
  Negotiable orders of withdrawal                             80             64                    158              127
  Savings                                                  1,150          1,025                  2,272            2,061
  Time, under $100,000                                       724            315                  1,417              622
  Time, $100,000 or more                                     193             91                    299              185
 Other                                                       188             35                    261               47
                                                        --------       --------               --------          -------
   Total Interest Expense                                  2,335          1,530                  4,407            3,042

Net Interest Income                                        3,621          2,783                  7,150            5,521
Provision for loan losses                                  3,236            150                  3,476              310
                                                        --------       --------               --------          -------
Net interest income after provision for loan losses          385          2,633                  3,674            5,521


Other income
 Service charges on deposit accounts                         396            320                    733              601
 Income from real estate held for sale or development        504             68                    511               76
Other                                                        312            296                    702              578
                                                        --------       --------               --------          -------
   Total Other Income                                      1,212            684                  1,946            1,255


Other Expenses
 Salaries and related benefits                             1,487          1,454                  3,031            2,640
 Bank premises and occupancy                                 297            184                    576              341
 Equipment                                                   348            251                    635              484
 Professional fees                                           119            190                    260              332
 Marketing                                                   152            106                    311              196
 Other                                                     1,777            668                  1,607            1,213
                                                        --------       --------               --------          -------
   Total Other Expenses                                    3,180          2,853                  6,420            5,206


Income (loss) before income taxes                         (1,583)           464                   (800)           1,206
Provision (benefit) for income taxes                        (640)           168                   (370)             463
                                                        --------       --------               --------          -------
Net Income (Loss)                                           (943)           296                   (430)             797
                                                        --------       --------               --------          -------
                                                        --------       --------               --------          -------

Net Income (Loss) Per Share                              $ (0.36)       $  0.13                $ (0.17)         $  0.36
                                                        --------       --------               --------          -------
                                                        --------       --------               --------          -------


</TABLE>

                                                  See accompanying notes


                                                            3

<PAGE>

                                       CAPITAL CORP OF THE WEST
                               STATEMENTS OF CONSOLIDATED CASH FLOWS
                                            (UNAUDITED)
<TABLE>
<CAPTION>
                                                        6 Months Ended    6 Months Ended
                                                           06/30/97          06/30/96
                                                                (In thousands)          
                                                        ---------------   --------------
<S>                                                       <C>            <C>
Operating activities:
 Net income                                                $  (430)           $   797
  Adjustments to reconcile net income to net
   cash provided by operating
  Provision for loan losses                                  3,476                310
  Depreciation, amortization and accretion, net                713                609
  Provision (benefit) for deferred income taxes                (35)               (59)
  Gain on sale of premises and equipment                         0                (80)
Net (increase) decrease in interest receivable
 and other assets                                             (656)            (3,854)
Net decrease (increase) in mortgage loans held for sale        880               (364)
Net increase in deferred loan fees                              63                  3
Net increase in accrued interest payable and
 other liabilities                                          (2,686)             3,443
                                                          ---------           --------

Net cash provided by operating activities                    1,325              1,006

Investing activities:
 Investment security purchases                             (24,520)            (7,699)
  Proceeds from maturities of investment securities         10,264              1,757
  Proceeds from sales of investment securities               6,155              8,472
  Proceeds from sales of commercial and
   real estate loans                                         1,250              1,941
  Net increase in loans                                    (17,427)           (32,327)
  Purchases of premises and equipment                       (3,680)            (1,054)
  Construction of real estate held for
   sale or development                                           0              (504)
  Proceeds from sales of real estate held
   for sale or development                                   1,050                135
                                                          ---------           --------

Net cash (used) by investing activities                    (26,908)           (29,279)
Financing activities:
Net increase in demand, NOW and savings deposits             1,567              3,783
Net increase in certificates of deposit                     17,766             19,233
Net increase in other borrowings                            10,398                  0
Issuance of common stock for acquisition                         0              3,969
Exercise of stock options and purchases for benefit plans      341                347
Cash in lieu of fractional shares                              (17)                 0
                                                          ---------           --------

Net cash provided by financing activities                   30,055             27,332

Net increase (decrease) in cash and cash equivalents         4,472               (941)

Cash and cash equivalents at beginning of year              16,717             18,967
                                                          ---------           --------
Cash and cash equivalents at end of quarter                $21,189            $18,026
                                                          ---------           --------
                                                          ---------           --------

Supplementary Disclosure of noncash investing and
 Financing activities:
  Investment securities unrealized gains                       190              1,306

</TABLE>

                                       See accompanying notes

                                                  4

<PAGE>


                            CAPITAL CORP OF THE WEST
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               JUNE 30, 1997, DECEMBER 31, 1996 AND JUNE 30, 1996
                                   (Unaudited)


GENERAL-COMPANY

    Capital Corp of the West (the "Company" or "Capital Corp") is a bank 
holding company incorporated under the laws of the State of California on 
April 26, 1995.  On November 1, 1995, the Company became registered as a bank 
holding company, and is the holder of all of the capital stock of Country 
Bank (the "Bank") and all of the capital stock of Town and Country Finance 
and Thrift (the "Thrift").  During 1996 the Company formed Capital West 
Group, a new subsidiary that engages in the financial institution advisory 
business but is currently inactive.  The Company's primary asset is the Bank 
and the Bank is the Company's primary source of income.  The Company's 
securities consist of 30,000,000 shares of Common Stock, no par value and 
10,000,000 shares of Preferred Stock.  As of June 30, 1997 there were 
2,615,947 common shares outstanding, held of record by approximately 1,300 
shareholders.  There were no preferred shares outstanding at June 30, 1997.  
The Bank has two wholly owned subsidiaries, Merced Area Investment & 
Development, Inc. ("MAID") and County Asset Advisors ("CAA").  CAA is 
currently inactive.  All references herein to the "Company" include the Bank, 
and the Bank's subsidiaries, Capital West Group and the Thrift, unless the 
context otherwise requires.

GENERAL-BANK

    The Bank was organized on August 1, 1977, as County Bank of Merced, a 
California state banking corporation.  The Bank commenced operations on 
December 22, 1977. In November 1992, the Bank changed its legal name to 
County Bank.  The Bank's securities consist of one class of Common Stock, no 
par value and is wholly owned by the Company.  The Bank's deposits are 
insured under the Federal Deposit Insurance Act, by the Federal Deposit 
Insurance Corporation ("FDIC") up to applicable limits stated therein.  Like 
most state-chartered banks of its size in California, it is not a member of 
the Federal Reserve System.

GENERAL-THRIFT 

    The Company acquired the Thrift on June 28, 1996 for a combination of 
cash and stock with an aggregate value of approximately $5.8 million.  The 
Thrift is an industrial loan company with four offices.  It specializes in 
direct loans to the public and the purchase of financing contracts 
principally from automobile dealerships and furniture stores.  It was 
originally incorporated in 1957.  Its deposits (technically known as 
investment certificates or certificates of deposit rather than deposits) are 
insured by the FDIC up to applicable limits.

BANK'S INDUSTRY & MARKET AREA

    The Bank engages in general commercial banking business primarily in 
Merced, Tuolomne and Stanislaus Counties.  The Bank has nine branch offices: 
two in Merced with the branch located in north Merced currently designated as 
the head office, and offices in Atwater, Turlock, Hilmar, Sonora, Los Banos, 



                                       5

<PAGE>

and two offices in Modesto opened in late 1996.  The Company's administrative 
headquarters are located in three separate suites in the same office complex. 
The administrative facilities also provides accommodations for the activities 
of MAID, the Bank's wholly owned real estate development subsidiary.  Although 
approved to be a full service branch banking office, the administrative 
headquarters facility is presently used solely as the Company's corporate 
headquarters.  Effective July 15, 1995 the Company entered into an agreement 
to relocate its existing administrative office and an existing branch in 
downtown Merced to a new facility in downtown Merced.  Construction began in 
the summer of 1996 and is expected to be complete in late summer of 1997.  
The estimated construction cost of the new 29,000 square foot facility 
including a parking structure is estimated at approximately $4.7 million.  In 
conjunction with the construction of the facility, the Merced Redevelopment 
Agency has provided the Company with an interest-free loan in the amount of 
$3.0 million.  The loan, originally scheduled to mature on July 8, 1997, was 
extended until October 1, 1997.  For the interim period of extension, an 
interest rate of 6% is being charged on the loan.  It is anticipated that 
upon completion of the facility, a permanent mortgage loan will be obtained 
from an unaffiliated lender.  The Thrift engages in general consumer lending 
business primarily in Stanislaus, Fresno and Tulare counties from its main 
office in Turlock; and branch offices located in Modesto, Visalia, and Fresno.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


     THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS THAT 
INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER 
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A 
RESULT OF CERTAIN FACTORS.

    The following discussion and analysis is designed to provide a better 
understanding of the significant changes and trends related to the Company 
and its subsidiaries' financial condition, operating results, asset and 
liability management, liquidity and capital resources.  The following 
discussion should be read in conjunction with the Consolidated Financial 
Statements of the Company and the Notes thereto.

FINANCIAL CONDITION 

    Total assets at June 30, 1997 were $293,024,000, an increase of 
$27,035,000 or 10% compared with total assets of $265,989,000 at December 31, 
1996, and an increase of $53,216,000 or 22% compared with total assets of 
$239,808,000 at June 30, 1996.  Net loans were $193,092,000 at June 30, 1997, 
an increase of 12,637,000 or 7.6% compared with net loans of $180,455,000 on 
December 31, 1996, and an increase of $31,104,000 or 19.2% compared with net 
loans of $161,988,000 at June 30, 1996.  The growth of the Company from June 
30, 1996 to June 30, 1997 was primarily the result of the the opening of two 
branch offices of County Bank within that period. 

    The allowance for loan losses was $2,268,000 at June 30, 1997, 
representing a decrease of 18.8% of the allowance at December 31, 1996 but an 
increase of 9.9% of the allowance at June 30, 1996.  The allowance at June 
30, 1997 represented 1.16% of total loans, compared with 1.52% of total 




                                        6

<PAGE>


loans at December 31, 1996.  Nonperforming loans at June 30, 1997 decreased 
by $3,663,000 from December 31, 1996, moving from 3.04% of total loans to 
 .98% of total loans.  In addition, the allowance for loan losses as a 
percentage of nonperforming loans increased from 50.14% at December 31, 1996 
to 119.06% at June 30, 1997. 

    Deposits were $257,678,000 at June 30, 1997, an increase of $19,333,000 
or 8% compared with deposits of $238,345,000 at December 31, 1996, and an 
increase of $42,061,000 or 20% compared with deposits of $215,617,000 at June 
30, 1996. 

    Total shareholders' equity was $20,964,000 at June 30, 1997, a decrease 
of $10,000 (less than 1%) from $20,974,000 at December 31, 1996, and an 8% 
increase from $19,327,000 at June 30, 1996.

RESULTS OF OPERATIONS

  SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996

    OVERVIEW.  For the six months ended June 30, 1997, the Company reported a 
net loss of $430,000 compared with net income of $797,000 for the six months 
ended June 30, 1996.  Earnings (loss) per share were ($.17) and $.36, 
respectively, after adjustments for a 5% stock dividend in August 1996 and a 
three-for-two split in May 1997.  The annualized return (loss) on average 
assets was (.31%) for the first six months of 1997 compared with .78% for the 
same six months in 1996.  The Company's annualized return (loss) on average 
equity was (3.97%) and 10.74% for the six months ended June 30, 1997 and 
1996, respectively.  The decreases in earnings per share, return on average 
assets and return on average equity were primarily attributable to the 
significant increase in the loan loss provision taken in the first six months 
of 1997.

    NET INTEREST INCOME.  The Company's primary source of income is the 
difference between interest income and fees derived from earning assets and 
interest paid on liabilities.  The difference between the two is net interest 
income.  Net interest income for the six months ended June 30, 1997 totaled 
$7,150,000 compared with $5,521,000 for the same period in 1996, an increase 
of $1,629,000 or 30%.  

    Total interest and fees on earning assets were $11,557,000 for the first 
six months of 1997, an increase of $2,994,000 or 35% from $8,563,000 for the 
same six months in 1996.  The level of interest income is affected by changes 
in volume of and rates earned on interest-earning assets.  Interest-earning 
assets consist primarily of loans, investment securities and federal funds 
sold.  The increase in interest income in the first six months of 1997 was 
primarily the result of an increase in the volume of interest-earning assets. 
Average interest-earning assets for the first six months of 1997 were 
$245,765,000 compared with $185,694,000 for the first six months of 1996, an 
increase of $60,071,000 or 32%. 

    Interest expense is a function of the volume of and the rates paid on 
interest-bearing liabilities.  Interest-bearing liabilities consist primarily 
of certain deposits and borrowed funds.  Total interest expense was 
$4,407,000 for the six months ended June 30, 1997, compared with $3,042,000 
for the six months ended June 30, 1996, an increase of $1,365,000 or 45%.  
This increase was primarily the result of an increase in the volume of 
interest-bearing liabilities.  Average interest-bearing liabilities were 
$219,612,000 for the first six months of 1997 compared with $160,500,000 for 
the same six months in 1996, an increase of $59,112,000 or 37%.

    The Company's net interest margin, the ratio of net interest income to 
average interest-earning assets, was 5.83% for the six months ended June 30, 
1997 compared with 6.06% for the same period in 1996.  Net interest margin 
provides a measurement of the Company's ability to employ funds profitably 
during the period being measured.  The Company's decrease in net interest 
margin was primarily attributable to moderate change in the mix 
interest-bearing liabilities.  Certificate of deposits as a percentage of 
interest-bearing liabilities increased from 19% for the six months ended June 
30, 1996 to 29% for the six months ended June 30, 1997.

    The following table presents condensed average balance sheet information 
for the Company, together with interest rates earned and paid on the various 
sources and uses of its funds for each of the periods indicated.  Nonaccruing 
loans are included in the calculation of the average balances of loans, but 
the nonaccrued interest on such loans is excluded.

<TABLE>
<CAPTION>
                                                                        FOR THE SIX MONTHS ENDED
                                          ---------------------------------------------------------------------------------
                                                      JUNE 30, 1997                                 JUNE 30, 1996        
                                          -----------------------------------           -----------------------------------
                                                       INTEREST        RATES                         INTEREST        RATES 
                                          AVERAGE       INCOME /      EARNED /          AVERAG        INCOME /       EARNED /
                                          BALANCE       EXPENSE        PAID             BALANC        EXPENSE         PAID   
                                          -------       -------      -------            ------        -------        ------
                                                              (DOLLARS IN THOUSANDS)                                          
<S>                                    <C>            <C>            <C>             <C>             <C>           <C>
  Assets                                                                                                                      
  Federal funds sold                       $3,488           $92         5.29%            $2,709           $71         5.26%
  Taxable investment securities: (1)       50,080         1,727         6.92             38,174         1,304         6.85
  Nontaxable investment securities          3,989           108         5.43              4,536           121         5.35
  Loans, gross: (2)                       188,208         9,630        10.26            131,358         7,067        10.32
                                          -------         -----        -----            -------         -----        -----
Total Earning Assets                      245,765       $11,557         9.43            182,777        $8,563         9.40
                                                        -------                                        ------
Allowance for loan losses                 (2,881)                                       (1,794)
Cash and due from banks                    10,998                                        10,103
Premises and equipment                      8,150                                         4,350
Interest receivable and other assets       15,294                                         9,736
                                           ------                                         -----
Total Assets                             $277,326                                      $205,172
                                         --------                                      --------
Liabilities and Shareholders' Equity
Interest-bearing demand deposits          $34,769          $158          .91            $28,002          $127          .91%
Savings deposits                          111,588         2,272         4.08             99,768         2,061         4.14
Time deposits                              63,305         1,716         5.44             30,681           807         5.27
Other borrowed funds                        9,950           261         5.26              1,665            47         5.66
                                            -----           ---         ----              -----            --         ----
Total interest-bearing liabilities        219,612        $4,407         4.02            160,122        $3,042         3.81
                                                         ------                                        ------
Noninterest-bearing demand deposits        32,166                                        28,748
Accrued interest, taxes and other           
 liabilities                                3,877                                           699
Total liabilities                         255,655                                       189,569
Shareholders' equity                       21,671                                        15,603
                                           ------                                        ------
Total Liabilities and Shareholders' 
 Equity                                  $277,326                                      $205,172
                                         --------                                      --------

Net interest income                                      $7,150                                        $5,521
                                                         ------                                        ------
Net interest margin (3)                                                5.83%                                         6.06%
                                                                       -----                                         -----
------------------------------------------
</TABLE>

(1)  Interest on municipal securities is not computed on a tax-equivalent 
     basis.
(2)  Amounts of interest earned includes loan fees of $670,000 and $443,000 
     for the periods included. 
(3)  Net interest margin is computed by dividing net interest income by total 
     average interest-earning assets.

    The following table sets forth, for the periods indicated, a summary of 
the changes in average asset and liability balances and interest earned and 
interest paid resulting from changes in average asset and liability balances 
(volume) and changes in average interest rates and the total net change in 
interest income and expenses.  The changes in interest due to both rate and 
volume have been allocated to volume and rate changes in proportion to the 
relationship of the absolute dollar amount of the change in each.

<TABLE>
<CAPTION>
                                                  SIX MONTHS ENDED JUNE 30, 1997
                                                      OVER SIX MONTHS ENDED
                                                          JUNE 30, 1996
                                                  ------------------------------
                                                        INCREASE (DECREASE) 
                                                         DUE TO CHANGE IN
                                                  ------------------------------
                                                   AVERAGE    AVERAGE
                                                    VOLUME      RATE      TOTAL
                                                  ---------   --------   -------
<S>                                               <C>         <C>        <C>
INCREASE (DECREASE) IN INTEREST AND FEE INCOME:
Federal funds sold                                  $   20       $  1    $   21
Taxable investment securities                          407         16       423
Nontaxable investment securities(1)                    (15)         2       (13)
Loans, gross                                         2,602        (39)    2,563
                                                  ---------   --------   -------
Total                                                3,014        (20)    2,994
INCREASE (DECREASE) IN INTEREST EXPENSE:
Interest-bearing demand deposits                        31          0        31
Savings deposits                                       240        (29)      211
Time deposits                                          883         26       909
Other borrowed funds                                   217         (3)      214
                                                  ---------   --------   -------
Total                                                1,371         (6)    1,365
                                                  ---------   --------   -------
                                                  ---------   --------   -------
Total change in net interest income                 $1,643       ($14)   $1,629
                                                  ---------   --------   -------
                                                  ---------   --------   -------
</TABLE>

--------------------------
(1) Interest on nontaxable securities is not computed on a tax-equivalent 
    basis.

    NONINTEREST INCOME.  Noninterest income increased by $691,000 or 55% to 
$1,946,000 for the six months ended June 30, 1997 compared with $1,255,000 in 
the same period in 1996.  Service charges on deposit accounts increased by 
$123,000 or 22%, income from the sale of real estate held for sale or 
development increased by $445,000 and other income increased by $123,000 or 
21%.  The increases in service charges are primarily due to general growth of 
the Company.  The increase in income from the sale of real estate held for 
sale or development was due to increased sales.  In the second quarter of 
1997 four finished lots and two parcels were sold.  The primary reasons for 
the increase in other income were increases from loan servicing income and 
retail investment sales.

NONINTEREST EXPENSE.  Noninterest expenses increased by $1,214,000 or 23% to 
$6,420,000 for the six months ended June 30, 1997 compared with $5,206,000 
for the same period in 1996.  The primary components of noninterest expenses 
were salaries and employee benefits, occupancy expenses, furniture and 
equipment expenses, and other operating expenses.  The following table 
summarizes noninterest expenses for the six-month periods ended June 30, 1997 
and 1996.

<TABLE>
<CAPTION>
                                                                 For the Six
                                                                 Months Ended
                                                                 June 30, 1997
                                                         ----------------------
                                                            1997         1996
                                                         ----------   ---------
<S>                                                      <C>          <C>
             Salaries and employee benefits                 $3,031       $2,640
             Furniture and equipment                           635          484
             Occupancy expense                                 576          341
             Marketing                                         311          196
             Professional fees                                 260          332
             Supplies                                          251          123
             Regulatory assessments                             35           21
             Other                                           1,321        1,069
                                                           -------      -------
             Total                                          $6,420       $5,206
                                                           -------      -------
                                                           -------      -------
</TABLE>

    For the six months ended June 30, 1997 compared with the six months ended 
June 30, 1996, salaries and related benefits increased by $391,000 or 15%, 
equipment expenses increased $151,000 or 31%, occupancy expenses increased 
$235,000 or 69%, marketing expenses increased by $115,000 or 59% and other 
expenses, including professional fees, supplies, and regulatory assessments, 
increased by $322,000 or 21%.  The expense increases were primarily the 
result of expansion, including expenses associated with the acquisition and 
operation of Town and Country (acquired in June 1996) and the opening of two 
branch offices since June 1996. 

    PROVISION FOR INCOME TAXES.  The Company recorded a $370,000 tax benefit 
for the six months ended June 30, 1997 compared with a provision for income 
taxes of $463,000 for the same six months in 1996.  The benefit resulted from 
the net losses attributable to the loss loan provisions of $3,476,000 and 
related charge-offs of a real estate development loan of $3,458,000.  Tax 
rates were also affected by the purchase of limited partnership investments 
in low-income affordable housing projects providing the investor with 
affordable housing income tax credits.  The Company had investments in these 
partnerships of $2,700,000 as of June 30, 1997 and $1,700,000 as of June 30, 
1996, resulting in tax credits of $70,000 and $30,000, respectively.

ASSET AND LIABILITY MANAGEMENT 

     Asset and liability management is an integral part of managing a banking 
institution's primary source of income, net interest income.  The Company 
manages the balance between rate-sensitive assets and rate-sensitive 
liabilities being repriced in any given period with the objective of 
stabilizing net interest income during periods of fluctuating interest rates. 
The Company considers its rate-sensitive assets to be those which either 
contain a provision to adjust the interest rate periodically or mature within 
one year. These assets include certain loans and investment securities and 
federal funds sold.  Rate-sensitive liabilities are those which allow for 
periodic interest rate changes within one year and include maturing time 
certificates, certain savings deposits and interest-bearing demand deposits.  
The difference between the aggregate amount of assets and liabilities that 
reprice within at various time frames is called the "gap." Generally, if 
repricing assets exceed repricing liabilities in a time period the Company 
would be deemed to be asset-sensitive.  If repricing liabilities exceed 
repricing assets in a time period the Company would be deemed to be 
liability-sensitive.  Generally, the Company seeks to maintain a balanced 
position whereby there is no significant asset or liability sensitivity 
within a one-year period to ensure net interest margin stability in times of 
volatile interest rates.  This is accomplished through maintaining a 
significant level of loans, investment securities and deposits available for 
repricing within one year.

     The following tables set forth the interest rate sensitivity of the 
Bank's interest-earning assets and interest-bearing liabilities as of June 
30, 1997 and December 31, 1996, using the interest rate sensitivity gap 
ratio.  For purposes of the following table, as asset or liability is 
considered rate-sensitive within a specified period when it can be repriced 
or matures within the contractual terms.

<TABLE>
<CAPTION>

                                                                    AT JUNE 30, 1997
                                    ------------------------------------------------------------------------------------------------
                                                                         AFTER 1
                                                       AFTER 3          YEAR BUT
                                       WITHIN 3       BUT WITHIN         WITHIN            AFTER            NONINTEREST-      
                                        MONTHS        12 MONTHS          5 YEARS          5 YEARS             BEARING         TOTAL
                                        ------        ---------         --------          -------             -------         -----
                                                                (DOLLARS IN THOUSANDS)                                              
<S>                                  <C>             <C>               <C>             <C>              <C>                <C>  
ASSETS
Time deposits in other banks            $  167          $    99            $   -          $    -           $      -           $  266
Federal funds sold                       7,775                -                -               -                  -            7,775
Investment securities                    1,859            5,706           12,456          34,177                  -           54,198
Loans                                  123,332           37,258           23,430          11,340                  -          195,360
Other interest-bearing assets                -            3,210                -               -                  -            3,210
                                      --------        ---------         --------        --------          ---------          -------
Total earning assets                   133,133           46,273           35,886          45,517                  -          260,809
Noninterest-earning assets and                                                                                                      
 allowances for loan losses                  -                -                -               -             32,215           32,215
                                      --------        ---------         --------        --------          ---------          -------
Total assets                          $133,133           46,273          $35,886         $45,517            $32,215          293,024
LIABILITIES AND SHAREHOLDERS'                                                                                                       
 EQUITY  
Savings, money market and NOW        $ 153,049        $       -        $       -       $       -           $ 33,263        $ 186,312
Time deposits                           13,314           44,020           14,032               -                  -           71,366
Other interest-bearing liabilities       5,620                -            8,762               -                  -           14,382
Other liabilities and                                                                                                               
 shareholders' equity                        -                -                -               -             20,964           20,964
                                      --------        ---------         --------        --------          ---------          -------
Total liabilities and                  171,983           44,020           22,794               -             54,227          293,024
                                      --------        ---------         --------        --------          ---------                 

Incremental gap                        (38,850)           2,253           13,092          45,517           $(22,012)                
Cumulative gap                        $(38,850)        $(36,597)        $(23,505)        $22,012                                    
Cumulative gap as a % of earning
 assets                                  (14.9)%          (14.0)%           (9.0)%           8.4%                                   

</TABLE>



                                        7


<PAGE>

    The Company was liability-sensitive with a negative cumulative one-year 
gap of $36,597,000 or 14% of interest-earning assets at June 30, 1997.  In 
general, based upon the Company's mix of deposits, loans and investments, 
increases in interest rates would be expected to result in a decrease in the 
Company's net interest margin.

    The interest rate gaps reported in the tables arise when assets are 
funded with liabilities having different repricing intervals.  Since these 
gaps are actively managed and change daily as adjustments are made in 
interest rate views and market outlook, positions at the end of any period 
may not be reflective of the Company's interest rate sensitivity in 
subsequent periods.  Active management dictates that longer-term economic 
views are balanced against prospects for short-term interest rate changes in 
all repricing intervals.  For purposes of the analysis above, repricing of 
fixed-rate instruments is based upon the contractual maturity of the 
applicable instruments.  Actual payment patterns may differ from contractual 
payment patterns.  The change in net interest income may not always follow 
the general expectations of an asset-sensitive or liability-sensitive balance 
sheet during periods of changing rates, because interest rates earned or paid 
may change by differing increments and at different times intervals for each 
type of interest-sensitive asset and liability. As a result of these factors, 
at any given time, the Company may be more sensitive or less sensitive to 
changes in interest rates than indicated in the above tables. Greater 
sensitivity would have a more adverse effect on net interest margin if market 
interest rates were to increase, and a more favorable effect if rates were to 
decrease.

PROVISION FOR LOAN LOSSES.  The provision for loan losses for the first six 
months of 1997 was $3,476,000 compared with $310,000 in the six months ended 
June 30, 1996.  In the three months ended June 30, 1997, the Company made a 
provision of $3,236,000 for loan losses and charged off a real estate 
development loan with a balance of $3,458,000.  After giving effect to the 
provision and the charge-off, the allowance was $2,268,000 or 1.16% of total 
loans.  The write-off substantially reduced the company's non-performing 
assets.  At June 30, 1997, nonperforming assets totaled $2,322,000 or .79% of 
total assets, nonperforming loans totaled $1,905,000 or .98% of total loans 
and the allowance for loan losses totaled 119.06% of nonperforming loans.  No 
assurance can be given that nonperforming loans will not increase or that the 
allowance for loan losses will be adequate to cover losses inherent in the 
loan portfolio.



                                       8

<PAGE>

NONPERFORMING ASSETS

     Nonperforming assets include nonaccrual loans, loans 90 days or more 
past due, restructured loans and other real estate owned.

     Nonperforming loans are those which the borrower fails to perform in 
accordance with the original terms of the obligation and include loans on 
nonaccrual status, loans past due 90 days or more and restructured loans.  
The company generally places loans on nonaccrual status and accrued but 
unpaid interest is reserved against the current year's income when interest 
or principal payments become 90 days or more past due unless the outstanding 
principal and interest is adequately secured and, in the opinion of 
management, is deemed in the process of collection.  Interest income on 
nonaccrual loans is recorded on a cash basis. Payments may be treated as 
interest income or return of principal depending upon management's opinion of 
the ultimate risk of loss on the individual loan.  Cash payments are treated 
as interest income where management believes the remaining principal balance 
is fully collectible.  Additional loans not 90 days past due may also be 
placed on nonaccrual status if management reasonably believes the borrower 
will not be able to comply with the the contractual loan repayment terms and 
collection of principal or interest is in question.

     A "restructured loan" is a loan on which interest accrues at a below 
market rate or upon which certain principal has been forgiven so as to aid 
the borrower in the final repayment of the loan, with any interest previously 
accrued, but not yet collected, being reversed against current income.  
Interest is reported on a cash basis until the borrower's ability to service 
the restructured debt in accordance with its terms is established.  The 
Company has no restructured loans as of the dates indicated.

     The following table summarizes the Company's nonperforming assets at the 
dates indicated:

<TABLE>
<CAPTION>
                                                                      AT DECEMBER 31,
                                              AT     -----------------------------------------------
                                            JUNE 30
                                             1997      1996      1995      1994       1993      1992
                                             ----      ----      ----      ----       ----      ---- 
                                                                 (IN THOUSANDS)
<S>                                        <C>       <C>       <C>        <C>        <C>      <C>
Nonaccrual loans                           $ 1,568   $ 4,968   $ 4,626     $ 653     $ 1,019  $ 1,064
Accruing loans past due 90 days or more        337       600       224        46          64      145
                                           -------   -------   -------    -------    -------  -------   
Total nonperforming loans                    1,905     5,568     4,850       699       1,083    1,209
Other real estate owned                        417     1,466        47         -           -      676
                                           -------   -------   -------    -------    -------  -------   
Total Nonperforming assets                 $ 2,322   $ 7,034   $ 4,897     $ 699     $ 1,083  $ 1,885
                                           -------   -------   -------    -------    -------  -------   
                                           -------   -------   -------    -------    -------  -------   
</TABLE>


    At June 30, 1997, nonperforming assets totaled $2,322,000 or .79% of 
total assets, nonperforming loans totaled $1,905,000 or .98% of total loans 
and the allowance for loan losses totaled 119.06% of nonperforming loans.

Nonperforming loans that were secured by first deeds of trust on real 
property were $211,000 at June 30, 1997, $3,626,000 at December 31, 1996, 
$3,286,000 at December 31, 1995 and $422,000 at December 31, 1994.  Other 
forms of collateral such as inventory and equipment secured the remaining 
nonperforming loans as of each date.  No assurance can be given that the 
collateral securing the nonperforming loans will be sufficient to prevent 
losses on such loans.

    The decrease in nonperforming loans and nonperforming assets as of June 30,
1997 compared with their levels as of December 31, 1996, was due primarily to 
the write-off of a commercial real estate loan with a balance of $3,458,000 
(mentioned below) and the sale of one agricultural parcel previously acquired 
through foreclosure.  The increase in nonperforming assets as of December 31, 
1996 from the level at December 31, 1995 was attributable primarily to a 
commercial real estate loan and a purchased portfolio of lease receivables 
being placed on nonaccrual status and two agricultural real estate properties 
being acquired through foreclosure.

    In late 1995, a commercial real estate development loan was placed on 
nonaccrual status.  This loan is secured by a second lien (subject to the 
first lien of project related municipal development bonds and taxes and 
assessments) on 10 improved commercial lots and one commercial building and a 
second lien on two fully occupied commercial buildings in Sonora, 
California, and is guaranteed by the principals of the borrowing entity.  The 
owner is developing the property as an office park.  The Company had 
specifically allocated $1,725,000 of its allowance for loan losses as of 
March 31, 1997 to this loan.  In the second quarter of 1997, the project 
funded by the loan became involved in litigation among other parties, and 
development was suspended for an undetermined period.  Without the immediate 
prospect for completion of the project, the Company made the judgement that 
its collateral position, subordinate in large part to bonds used to finance 
the project, should conservatively not be accorded any value and accordingly 
charged off the entire balance of the loan of $3,458,000.  The Company will 
nonetheless vigorously pursue efforts to realize a potential recovery on the 
loan.

    County Bank purchased a portfolio of lease receivables in 1994.  The 
company that packages and sells these leases to financial institutions filed 
a Chapter 11 reorganization in April 1996 and its chief financial officer has 
been charged by the Commission with participating in securities fraud.  More 
than 360 banks nationwide had acquired similar lease receivable contracts.  
The Bank had $1,281,000 of these leases on nonaccrual status as of December 
31, 1996.  On February 12, 1997, County Bank signed a settlement agreement 
in regards to this portfolio of leases that established a projected recovery 
rate at 78.5% or approximately $1,006,000.  On March 31, 1997, the Bank 
charged off $275,000 against its allowance for loan losses and the remaining 
balance of $1,006,000 remains on nonaccrual.  The projected recovery may not 
be achieved and is subject to uncertainties, including the risk that the 
delinquency rate in the portfolio might increase, that information that has 
been provided to the Company by third parties about the likelihood of 
repayment may prove to be incorrect, that additional fraudulent leases may be 
discovered in the portfolio or that administrative expenses of the bankruptcy 
with priority over the Company may exceed estimates on which the recovery 
projections are based.  Any of these uncertainties could reduce, in part or 
entirely, the amount that the Company recovers on the portfolio.

    At June 30, 1997, the Company had $417,000 in one agricultural property 
acquired through foreclosure in late 1996.  This property is carried at the 
lower of its estimated market value, as evidenced by an independent 
appraisal, or the recorded investment in the related loan, less estimated 
selling expenses.  At foreclosure, if the fair market value of the real 
estate is less than the Company's recorded investment in the related loan, a 
charge is made to the allowance for loan losses.  The Company expects to sell 
this property during 1997.  No assurance can be given that the Company will 
sell such property in 1997 or at any time or the amount of which such 
property might be sold.

    In addition to property acquired through foreclosure, the Company has 
investments in Merced County through MAID.  MAID held two separate 
projects for sale or development at June 30, 1997.  These investments were 
completely written off in 1995, although County Bank still retains title to 
these properties.  In the second quarter of 1997, two parcels and four lots 
were sold for a pre-tax gain of $511,000.

    The Bank closely monitors its loans classified "Substandard" or "Doubtful" 
by the regulatory agencies.  In March 1997, in response to a 1996 regulatory 
examination, the Bank committed to reduce loans in the amount of $11,848,000 
classified "Substandard" and "Doubtful" at December 2, 1996 to no more than 
$8,550,000 by June 30, 1997 and to no more than $7,800,000 by December 2, 
1997.  Such loans totaled $10,362,000 at March 31, 1997 and $11,185,000 at 
December 31, 1996.  At June 30, 1997, such loans totaled $4,626,000.

    Management defines impaired loans, regardless of past due status on 
loans, as those on which principal and interest are not expected to be 
collected under the original contractual loan repayment terms.  An impaired 
loan is charged off at the time management believes the collection process 
has been exhausted.  At June 30, 1997 and December 31, 1996, impaired loans 
were measured based on the present value of future cash flows discounted at 
the loan's effective rate, the loan's observable market price, or the fair 
value of collateral if the loan is collateral-dependent.  Impaired loans at 
June 30, 1997 were $1,568,000 (all of which were also nonaccrual loans), on 
account of which the Company had made provision to the allowance for loan 
losses of $226,000.

    Except for loans that are disclosed above, there were no assets as of June 
30, 1997, where known information about possible credit problems of borrower 
causes management to have serious doubts as to the ability of the borrower to 
comply with the present loan repayment terms and which may become nonperforming
assets.  Given the magnitude of the Company's loan portfolio, however, it is 
always possible that current credit problems may exist that may not have been 
discovered by management.

ALLOWANCE AND PROVISIONS FOR LOAN LOSSES 

    The Company maintains an allowance for loan losses at a level considered 
by management to be adequate to cover the inherent risks of loss associated 
with its loan portfolio under prevailing and anticipated economic conditions. 
In determining the adequacy of the allowance for loan losses, management 
takes into consideration growth trends in the portfolio, examination of 
financial institution supervisory authorities, prior loan loss experience for 
the Company, concentrations of credit risk, delinquency trends, general 
economic conditions, the interest rate environment and internal and external 
credit reviews.  In addition, the risks management considers vary depending 
on the nature of the loan.  The normal risks considered by management with 
respect to agricultural loans include the fluctuating value of the 
collateral, changes in weather conditions and the availability adequate water 
resources in the Company's local market area.  The normal risks considered by 
management with respect to real estate construction loans include fluctuation 
in real estate values, the demand for improved commercial and industrial 
properties and housing, the availability of permanent financing in the 
Company's market area and borrowers' ability to obtain permanent financing.  
The normal risks considered by management with respect to real estate 
mortgage loans include fluctuations in the value of real estate.  
Additionally, the Company relies on data obtained through independent 
appraisal for significant properties to determine loss exposure on 
nonperforming loans. 

     The allowance is based on estimates and ultimate future losses may vary 
from current estimates.  It is always possible that future economic or other 
factors may adversely affect the Company's borrowers, and thereby cause loan 
losses to exceed the current allowance.

     The allowance for loan losses increased from $1,621,000 at December 31, 
1994 to $2,268,000 at June 30, 1997, but it decreased as a percentage of 
nonperforming loans from 232% to 119%, respectively, as of those dates.

    In the second quarter of 1997, the Company made a provision for loan 
losses of $3,236,000 and charged off a real estate development loan with a 
balance of $3,458,000.  After giving effect to the provision and the 
charge-off, the allowance for loan losses was $2,268,000 or 1.16% of total 
loans at June 30, 1997.  The write-off substantially reduced the Company's 
nonperforming assets. 

    The balance in the allowance is affected by the amounts provided from 
operations, amounts charged off and recoveries of loans previously charged 
off.  The Company recorded provisions for loan losses in the first six months 
of 1997 of $3,476,000 compared with $310,000 in the same period of 1996.  The 
increase was due to the implementation of a new methodology for determining 
its allowance for loan losses (mentioned below) and the need to replenish the 
allowance following the charge-off of a real estate development loan with a 
balance of $3,458,000.  See "--Nonperforming Assets."  The Company made 
provisions to the allowance of $1,513,000 in the year ended December 31, 1996 
compared with $228,000 in 1995 and none in 1994.  The increase in loan loss 
provisions in 1996 was primarily due to increased reserves established for 
the same commercial real estate development loan, reserves required for a 
portfolio of lease receivables purchased in 1994 and, to a lesser extent, 
reserves to support the general loan growth of the Company. 

    The Company's charge-offs, net of recoveries, were $4,000,000 for the six 
months ended June 30, 1997 compared with $107,000 for the same six months in 
1996.  The increase in charge-offs was primarily due to the charge-off of 
$3,458,000 for the real estate development loan previously mentioned and 
$275,000 taken on the portfolio of lease receivables.  The Company's charge- 
offs, net of recoveries, were $570,000 in the year ended December 31, 1996 
compared with $148,000 in 1995 and $126,000 in 1994.  The increase in net 
charge-offs for the year ended December 31, 1996 was primarily due to the 
loss recognized on the foreclosure of a real estate secured agricultural 
loan, the foreclosed real estate was sold in the second quarter of 1997. 


                                     9

<PAGE>

    As of June 30, 1997, the allowance for loan losses was $2,268,000 or 
1.16% of total loans outstanding, compared with $2,792,000 or 1.52% of total 
loans outstanding as of December 31, 1996 and $1,701,000 or 1.27% of total 
loans outstanding as of December 31, 1995. 

    From 1992 to 1995, loan losses were relatively low and stable.  In 1995 
and 1996, the Company experienced loan problems and made provisions at levels 
not previously experienced.  In response to regulatory concerns over the 
Bank's level of nonperforming assets, in March 1997, the Board of Directors 
of County Bank adopted resolutions under which the Bank committed, among 
other things, to maintain an adequate allowance for loan losses, to conduct a 
review prior to and at each quarter of the adequacy of the allowance and to 
document the basis for changes in the allowance. 

As a result, the Company concluded that its historical method of determining 
the appropriate levels for its allowance and provisions for loan losses 
should be revised.  The Company therefore adopted a new methodology of 
determining the appropriate level of its allowance for loan losses.  This 
method, sometimes known as a migration analysis, applies relevant risk 
factors to the entire loan portfolio, including nonperforming loans.  The 
methodology is based, in part, on the Bank's loan grading and classification 
system. The Bank grades its loans through internal reviews and periodically 
subjects loans to external reviews which then are assessed by the Bank's 
audit committee.  Credit reviews are performed on a monthly basis and the 
quality grading process occurs on a quarterly basis. The "migration" of loans 
from grade to grade is then tracked to help predict future losses and thus 
more accurately set allowance levels.  Risk factors applied to the performing 
loan portfolio are based on the Company's past loss history considering the 
current portfolio's characteristics, current economic conditions and other 
relevant factors.  General reserves are applied to various categories of 
loans at percentages ranging up to 1.5% based on the Bank's assessment of 
credit risks for each category.  Risk factors are applied to the carrying 
value of each classified loan: (i) loans internally graded "Watch" or 
"Special Mention" carry a risk factor from 1.0% to 2.0%; (ii) "Substandard" 
loans carry a risk factor from 3% to 40% depending on collateral securing the 
loan, if any; (iii) "Doubtful" loans carry a 50% risk factor; and (iv) "Loss" 
loans are charged off 100%.  In addition, a portion of the allowance is 
specially allocated to identified problem credits.  The analysis also 
includes reference to factors such as the delinquency status of the loan 
portfolio, inherent risk by type of loans, industry statistical data, 
recommendations made by the Company's regulatory authorities and outside loan 
reviewers, and current economic environment.  Important components of the 
overall credit rating process are the asset quality rating process and the 
internal loan review process. 

    The allowance is based on estimates and ultimate future losses may vary 
from current estimates.  It is always possible that future economic or other 
factors may adversely affect the Company's borrowers, and thereby cause loan 
losses to exceed the current allowance.  In addition, there can be no 
assurance that future economic or other factors will not adversely affect the 
Company's borrowers, or that the Company's asset quality may deteriorate 
through rapid growth, failure to enforce underwriting standards, failure to 
maintain appropriate underwriting standards, failure to maintain an adequate 
number of qualified loan personnel, failure to identify and monitor potential 
problem loans or for other reasons, and thereby cause loan losses to exceed 
the current allowance.

    Interest income on loans on nonaccrual status during the six months ended 
June 30, 1997, and the year ended December 31, 1996, that would have been 
recognized if the loans had been current in accordance with their original 
terms was approximately $223,000 and $497,000, respectively.  In 1995, 1994, 
1993 and 1992, the amounts of such interest income was not material.

     The following table set forth an analysis of the allowance for loan losses
for the period indicated.

<TABLE>
<CAPTION>
                                           JUNE 30,                                          DECEMBER 31,
                                      --------------------       ----------------------------------------------------------------
                                        1997        1996           1996           1995           1994          1993         1992
                                                                (DOLLARS IN THOUSANDS)
<S>                                   <C>          <C>          <C>             <C>            <C>           <C>          <C>
  Balance at beginning of period      $ 2,792      $ 1,701       $ 1,701        $ 1,621        $ 1,747       $ 1,616      $ 1,699
  Due to acquisition                        -          160           148              -              -             -            -
  Provision for possible loan losses    3,476          310         1,513            228              -           254          162
Loans Charged off
  Commercial and agricultural             403            -             -              -              -             -            -
  Real estate - construction            3,456            -             -              -              -             -            -
  Consumer                                278           27           140             63             42            83          109
                                    ---------    ---------     ---------      ---------      ---------     ---------    ---------
     Total Charge-off                   4,137          128           658            223            248           300          359
Recoveries
  Commercial and agricultural             103           16            27             66             99           145           87
  Real estate - construction                -            -             -              -              8             -            -
  Real estate - mortgage                    -           -             -               -              -             -            -
  Consumer                                 34            5            61              9             15            32           27
                                    ---------    ---------     ---------      ---------      ---------     ---------    ---------
     Total Recoveries                     137           21            88             75            122           177          114
                                    ---------    ---------     ---------      ---------      ---------     ---------    ---------
Net Charge-offs                         4,000          107           570            148            126           123          245
                                    ---------    ---------     ---------      ---------      ---------     ---------    ---------
Balance at end of period              $ 2,268      $ 2,064         2,792          1,701          1,621         1,747        1,616
                                    ---------    ---------     ---------      ---------      ---------     ---------    ---------
                                    ---------    ---------     ---------      ---------      ---------     ---------    ---------
Average loans outstanding, gross    $ 188,208    $ 137,358     $ 157,098      $ 120,620      $ 110,690     $ 102,236     $ 91,458
Total loans at end of
 period, gross                      $ 195,360    $ 164,052     $ 183,247      $ 133,736      $ 113,600     $ 107,124     $ 97,335
Net charge-offs / average
 loans outstanding                       2.13%        0.08%         0.36%          0.12%          0.11%         0.12%        0.27%
Allowance at end of
 period / loans outstanding              1.16         1.26          1.52           1.27           1.43          1.63         1.66
Allowance / nonperforming loans        119.06        33.91         50.14          35.07         231.90        161.31       133.66

</TABLE>


                                            10

<PAGE>

INVESTMENT PORTFOLIO

     The following table sets forth the fair value of securities available 
for sale and the book and market values of securities held for maturity at 
the dates indicated.

<TABLE>
<CAPTION>
                                                                                           AT DECEMBER 31,
                                                               ---------------------------------------------------------------------
                                            AT JUNE 30, 1997           1996                 1995                      1994
                                            ----------------         --------             --------                  --------
                                           BOOK        MARKET     BOOK      MARKET     BOOK      MARKET         BOOK        MARKET
                                           ----        ------     ----      ------     ----      ------         ----        ------
                                                                     (DOLLARS IN THOUSANDS)
<S>                                    <C>         <C>           <C>       <C>        <C>       <C>            <C>          <C>
AVAILABLE FOR SALE

U.S.Treasury and U.S. Government                     
 agency                                               $  5,673           $   17,711             $ 22,521                    $ 20,593
State and political subdivisions                         3,379                4,271                4,297                           -
Mortgage-backed securities                              32,634               20,751               17,932                           -
Other Securities                                         1,061                  645                  552                         487
                                                      --------           ----------           ----------                    --------
Total                                                 $ 42,747           $   43,378             $ 45,302                    $ 21,080
                                                      --------           ----------           ----------                    --------
                                                      --------           ----------           ----------                    --------
HELD TO MATURITY
U.S.  Treasury and U.S.  Government 
 agency                                  $11,451       $11,324                    -                    -    $   8,175       $  7,989
State and political subdivisions               -             -                    -                             6,571          6,567
                                        --------      --------           ----------           ----------    ---------       --------
Total                                    $11,451       $11,324                    -                    -    $  14,746      $  14,556
                                        --------      --------           ----------           ----------    ---------       --------
                                        --------      --------           ----------           ----------    ---------       --------

</TABLE>

    The following table sets forth the maturities of the Company's investment 
securities at June 30, 1997 and the weighted average yields of such 
securities calculated on the basis of the cost and effective yields based on 
the scheduled maturity of each security.  Maturities of mortgage-backed 
securities are stipulated in their respective contracts.  However, actual 
maturities may differ from contractual maturities because borrowers may have 
the right to call or prepay obligations with or without call prepayment 
penalties.  Yields on municipal securities have not been calculated on a tax 
equivalent basis.

                                    11
<PAGE>

<TABLE>
<CAPTION>
                                                                                     AT JUNE 30, 1997
                                             --------------------------------------------------------------------------------------
                                                                   AFTER ONE BUT      AFTER FIVE BUT
                                             WITHIN ONE YEAR     WITHIN FIVE YEARS    WITHIN 10 YEARS     AFTER 10 YEARS      TOTAL
                                             ---------------     -----------------    ---------------     ---------------     -----
                                             AMOUNT    YIELD     AMOUNT    YIELD     AMOUNT    YIELD     AMOUNT    YIELD     AMOUNT
                                             ------    -----     ------    -----     ------    -----     ------    -----     ------
                                                                             (DOLLARS IN THOUSANDS)
<S>                                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
AVAILABLE FOR SALE
U.S.  Treasury and U.S.  Government agency      $-         -     $4,355     6.36%      $998     7.12%      $320     7.42%    $5,673
State and political subdivisions               276      5.03%     2,799     5.38        304     4.22          -        -      3,379
Mortgage-backed securities                     168      7.21        375     8.62        530     8.33     31,561     7.21     32,634

  Equity securities                          1,061                    -                   -                   -               1,061
                                             ------              ------              ------              ------             -------

  Total                                      $1,505              $7,529              $1,832             $31,881             $42,747
                                             ------              ------              ------              ------             -------
                                             ------              ------              ------              ------             -------

  HELD TO MATURITY
  U.S. Treasury and U.S. Government agency       -         -          -        -     $7,051     6.94%    $4,400     7.41%   $11,451
                                             ------    -----     ------    -----     ------    -----     ------    -----    -------
                                             ------    -----     ------    -----     ------    -----     ------    -----    -------

</TABLE>

     In the above table, mortgage-backed securities are shown repricing at 
the time of maturity rather than in accordance with their principal 
amortization schedules.  The Company does not own securities of a single 
issuer whose aggregate book value is in excess of 10% of its total equity.

LOAN PORTFOLIO

     The following table shows the composition of the Company's loan 
portfolio at the dates indicated.

<TABLE>
<CAPTION>
                               AT JUNE 30,                      AT DECEMBER 31,
                               -----------    ------------------------------------------------------
                                  1997           1996           1995           1994           1993           1992
                               ---------      ---------      ---------      ---------      ---------      ---------
                                                   (IN THOUSANDS)
                                                   --------------
<S>                            <C>            <C>            <C>            <C>            <C>  
Commercial                       $32,744        $27,857        $20,374        $15,229        $16,896        $24,094
Agricultural                      39,886         43,929         45,187         40,598         38,029         32,997
Real Estate - Construction         9,315         13,923         12,006         11,726          9,143          7,131
Real Estate - Mortgage            67,181         57,098         42,128         34,743         32,984         21,338
Consumer                          46,234         40,440         14,039         11,304         10,072         11,775
                               ---------      ---------      ---------      ---------      ---------      ---------
  Total                         $195,360       $183,247       $133,734       $113,600       $107,124        $97,335
                               ---------      ---------      ---------      ---------      ---------      ---------
                               ---------      ---------      ---------      ---------      ---------      ---------

</TABLE>
                                       12
<PAGE>

     The following tables show the maturity distribution of the loan 
portfolio at June 30, 1997, and December 31, 1996, and the loan portfolio's 
sensitivity to changes in interest rates.

<TABLE>
<CAPTION>
                                                              AT JUNE 30, 1997
                                               -------------------------------------------
                                         WITHIN 1    AFTER 1 BUT        AFTER 5 
                                         --------    -----------        -------
                                           YEAR     WITHIN 5 YEARS       YEARS           TOTAL
                                          -------   --------------      -------        --------
<S>                                      <C>        <C>                 <C>            <C>
Commercial and agricultural
  Loans with floating interest rates      $43,556        $13,358         $2,535        $59,449
  Loans with fixed interest rates           6,565          5,159          1,457         13,181
                                          -------        -------        -------        -------
    Subtotal                               50,121         18,517          3,992         72,630
                                          -------        -------        -------        -------
Real Estate - construction
  Loans with floating interest rates        4,143          2,490            962          7,595
  Loans with fixed interest rates             222            953            545          1,720
                                          -------        -------        -------        -------
    Subtotal                                4,365          3,443          1,507          9,315
                                          -------        -------        -------        -------
Real estate - mortgage                      5,353         39,469         22,359         67,181
Consumer                                   25,105         20,166            963         46,234
                                          -------        -------        -------        -------
  Total                                   $84,944        $81,595        $28,821       $195,360
                                          -------        -------        -------        -------
                                          -------        -------        -------        -------
</TABLE>

<TABLE>
<CAPTION>
                                                             AT DECEMBER 31, 1996
                                               -------------------------------------------
                                         WITHIN 1    AFTER 1 BUT        AFTER 5 
                                         --------    -----------        -------
                                           YEAR     WITHIN 5 YEARS       YEARS          TOTAL
                                          -------   --------------      -------       --------
<S>                                      <C>        <C>                 <C>           <C>

Commercial and agricultural
  Loans with floating interest rates      $39,515        $20,150        $ 4,337       $ 64,002
  Loans with fixed interest rates             630          6,116          1,038          7,784
                                          -------       --------        -------       --------
    Subtotal                               40,145         26,266          5,375         71,786
                                          -------       --------        -------       --------
Real estate - construction
  Loans with floating interest rates        5,419          4,528          2,542         12,489
  Loans with fixed interest rates             674             32            728          1,434
                                          -------       --------        -------       --------
    Subtotal                                6,093          4,560          3,270         13,923
                                          -------       --------        -------       --------
Real estate - mortgage                      4,384         39,845         12,809         57,098
Consumer                                    3,909         33,192          3,339         40,440
                                          -------       --------        -------       --------
      Total                               $54,531       $103,863        $24,793       $183,247
                                          -------       --------        -------       --------
                                          -------       --------        -------       --------

</TABLE>

                                      13
<PAGE>

     The following table summarizes a breakdown of the allowance for loan 
losses by loan category and the allocation in each category as a percentage 
of total loans in each category at the dates indicated:

<TABLE>
<CAPTION>
                                             June 30                      December 31,
                                         ----------------     ------------------------------------
                                               1997                  1996                 1995
                                         ----------------    -----------------    ----------------
                                          Amount      %       Amount      %        Amount      %
                                         -------    -----    -------    ------    -------    -----
<S>                                      <C>        <C>      <C>        <C>       <C>        <C>
Commercial, financial and agricultural    $1,101    1.52%      $ 840     1.17%       $944    1.44%
 Real estate - construction                  265    2.84%      1,421    10.21%        708    5.90%
Real estate - mortgage                       556    0.83%        219     0.38%          -       -
Consumer                                     346    0.75%        312     0.77%         49    0.35%
                                         -------    -----    -------    ------    -------    -----
    Total                                $ 2,268    1.16%    $ 2,792     1.52%    $ 1,702    1.27%
                                         -------             -------              -------         
                                         -------             -------              -------         
</TABLE>

                                      14
<PAGE>

OTHER INTEREST-BEARING ASSETS

     The following table relates to other assets not disclosed above for the 
dates indicated.  This item consists of a salary continuation plan for the 
Company's executive management and deferred retirement benefits for 
participating board members.  The plan is linked with the universal life 
insurance policies for the salary continuation plan.  Income from these 
policies is reflected in noninterest income.

CASH                                        1997       1996      1995     1994
----                                      -------   -------   -------   -------
Cash surrender value of life insurance    $ 3,210   $ 3,314   $ 1,290   $ 288

EXTERNAL FACTORS AFFECTING ASSET QUALITY 

    In the second quarter of 1997, the Company made a provision for 
loan losses of $3,236,000 and charged off a real estate development loan with 
a balance of $3,458,000.  After giving effect to the provision and the 
charge-off, the allowance for loan losses was $2,268,000 or 1.16% of total 
loans at June 30, 1997.  The write-off substantially reduced the Company's 
nonperforming assets.  At June 30, 1997, nonperforming assets totaled 
$2,322,000 or .79% of total assets, nonperforming loans totaled $1,905,000 or 
 .98% of total loans and the allowance for loan losses totaled 119.06% of 
nonperforming loans.  No assurance can be given that nonperforming loans will 
not increase or that the allowance for loan losses will be adequate to cover 
losses inherent in the loan portfolio. 

    The economy in the Company's primary market area and the real estate 
market in particular have suffered from the effects of a recession in the 
first half of this decade.  Some of the effects of the recession were 
declines in property values and decreased demand for goods and services.  In 
addition, declines in defense and military expenditures resulted in a base 
closure in the Company's service area.  These conditions have had an adverse 
effect on the ability of certain borrowers to perform under the original 
terms of their obligations to the Company.  The Company's lending focus 
includes loans secured by real estate and loans to the agricultural industry. 
Both of these types of loans have been adversely affected by market 
conditions.  The Company's level of nonperforming loans increased from 
$699,000 at December 31, 1994, to $1,905,000 at June 30, 1997, and was as 
high as $7,034,000 at December 31, 1996.  The allowance for loan losses 
increased from $1,621,000 at December 31, 1994 to $2,268,000 at June 30, 
1997, but it decreased as a percentage of nonperforming loans from 232% to 
119%, respectively, as of those dates. 

    California is prone to earthquakes and other natural disasters, including 
floods and droughts.  As recently as January of 1997, parts of the Company's 
service area experienced severe flooding.  The Company's properties and 
substantially all of the real and personal property securing loans in the 
Company's portfolio are located in California.  Its agricultural customers 
are dependent on consistent supplies of water for irrigation purposes.  The 
Company faces the risk that many of its borrowers may experience uninsured 
property damage, sustained interruption of their businesses or loss of their 
jobs from earthquakes, floods, droughts and other disasters.  As a result of 
these events, borrowers may be unable to repay their loans in accordance with 
their terms and the collateral for such loans may decline significantly in 
value.  No assurance can be given that the allowance for loan losses will be 
adequate to cover losses resulting from such natural disasters.

LIQUIDITY AND CAPITAL RESOURCES

    In order to maintain adequate liquidity, the Company must have sufficient 
resources available at all times to meet its cash flow requirements. The need 
for liquidity in a banking institution arises principally to provide for 
deposit withdrawals, the credit needs of its customers and to take advantage 
of investment opportunities as they arise. A company may achieve desired 
liquidity from both assets and liabilities. The Company considers cash and 
deposits held in other banks, federal funds sold, other short term 
investments, maturing loans and investments, payments of principal and 
interest on loans and investments and potential loan sales as sources of 
asset liquidity. Deposit growth and access to credit lines established with 
correspondent banks and market sources of funds are considered by the Company 
as sources of liability liquidity.

    The Company reviews its liquidity position on a regular basis based 
upon its current position and expected trends of loans and deposits. These 
assets include cash and deposits in other banks, available-for-sale 
securities and federal funds sold. The Company's liquid assets totaled 
$64,202,000, $63,196,000 and $64,269,000 on June 30, 1997, December 31, 1996, 
and December 31, 1995, respectively, and constituted 21.9%, 23.8% and 30.7%, 
respectively, of total assets on those dates. Liquidity is also affected by 
the collateral requirements of its public deposits and certain borrowings. 
Total pledged securities were $21,963,000 at June 30, 1997 compared with 
$16,678,000 at December 31, 1996 and $18,157,000 at December 31, 1995.

    Although the Company's primary sources of liquidity include liquid 
assets and a stable deposit base, the Company maintains lines of credit with 
the Federal Reserve Bank of San Francisco, Federal Home Loan Bank of San 
Francisco and Pacific Coast Bankers' Bank aggregating $12,822,000, of which 
$5,105,000 was outstanding as of June 30, 1997 and $105,000 was outstanding 
as of December 31, 1996. Management believes that the Company maintains 
adequate amounts of liquid assets to meet its liquidity needs. The Company's 
liquidity might be insufficient if deposit withdrawals were to exceed 
anticipated levels. Deposit withdrawals can increase if a company experiences 
financial difficulties or receives adverse publicity for other reasons, or if 
its pricing, products or services are not competitive with those offered by 
other institutions. 

     Capital serves as a source of funds and helps protect depositors against 
potential losses. The primary source of capital for the Company has been 
internally generated through retained earnings. The Company's shareholders' 
equity decreased by $10,000 or less than 1% from December 31, 1996 to June 
30, 1997. The decrease was attributable to a net loss for the six months 
ended June 30, 1997 of $430,000, offset in part by an increase as a result of 
stock option exercises of $133,000, stock purchases pursuant to the Company's 
benefit plans of $208,000 and $96,000, and as a result of increases in 
unrealized gains on investment securities. The Company's shareholders' equity 
increased $5,881,000 in 1996. The increase in 1996 was the result issuance of 
$3,969,000 in common stock in the acquisition of Town & Country, net income 
for the year of $2,009,000, $208,000 in payments upon the exercise of stock 
options and $162,000 in payments for the issuance of shares pursuant to 
employee benefit plans. The increases were partially offset by a net 
reduction in the net unrealized value in the available-for-sale investment 
portfolio of $381,000 and cash payments of $86,000 paid in lieu of fractional 
shares on stock dividends and for cash dividends.

    Federal regulations establish guidelines for calculating risk-adjusted 
capital ratios. These guidelines establish a systematic approach of assigning 
risk weights to bank assets and off-balance sheet items making capital 
requirements more sensitive to differences in risk profiles among banking 
organizations. Under these regulations, banks and bank holding companies are 
required to maintain a risk-based capital ratio of 8.0%; that is, "Tier 1" 
plus "Tier 2" capital must equal at least 8% of risk-weighted assets plus 
off-balance sheet items, and Tier 1 capital (primarily shareholders' equity) 
must constitute at least 50% of qualifying capital. Tier 1 capital consists 
primarily of shareholders' equity excluding good will, and Tier 2 capital 
includes subordinated debt and, subject to a limit of 1.25% of risk-weighted 
assets, the allowance for loan losses. It is the Company's intention to 
maintain risk-based capital ratios at levels characterized as "well 
capitalized" for banking organizations: Tier 1 risk-based capital of 6% or 
above and total risk-based capital at 10% or above. As of June 30, 1997 and 
December 31, 1996 the Company had Tier 1 risk-based capital ratios of 7.99% 
and 9.04%, respectively, and total risk-based capital ratios of 8.97% and 
10.20%, respectively. The decreases were due primarily to the increased loan 
loss reserve provisions in the second quarter of 1997.

    In addition, regulators have adopted a minimum leverage capital ratio 
standard. This standard is designed to ensure that all financial 
institutions, irrespective of their risk profile, maintain minimum levels of 
core capital, which by definition excludes the allowance for loan losses. 
These minimum standards for top-rated institutions may be as low as 3%; 
however, regulatory agencies have stated that most institutions should 
maintain ratios at least 1 to 2 percentage points above the 3% minimum. It 
is the Company's intention to maintain the leverage ratio for County Bank 
above the 3% minimum for "well capitalized" banks. As of June 30, 1997 and 
December 31, 1996, the Company's leverage capital ratio equaled 6.32% and 
7.39%, respectively. The decrease was due primarily to the increased loan 
loss reserve provisions in the second quarter of 1997.

    In addition, in March 1997, in response to regulatory concerns about the 
Bank's level of nonperforming assets, the Bank's Board of Directors adopted a 
resolution to maintain a ratio of shareholder's equity to total assets of 
6.75% upon reducing its loans classified as "Substandard" or "Doubtful" as of 
December 2, 1996, from $11,800,000 to no more than $8,555,000 by June 30, 
1997, and to maintain a ratio of at least 6.50% upon reducing such loans to 
$7,800,000 by December 31, 1997.

    At June 30, 1997, loans that were classified "Substandard" and "Doubtful" 
as of December 2, 1996 were reduced to $4.6 million, below both the $8.6 
million target level for June 30, 1997 and the $7.8 million target level for 
December 31, 1997. Accordingly, the Bank's commitment is to maintain a total 
equity to total assets ratio (based on period-end assets rather than average 
assets) of no less than 6.50%. However, in the second quarter of 1997, the 
Company incurred losses primarily as a result of making provisions of 
$3,236,000 to the allowance for loan losses, which reduced the Bank's ratio 
of total equity to total assets at June 30, 1997 to 6.15%, which was below 
the 6.50% commitment. The Bank has discussed this situation with its 
regulators, which have agreed to forbear from taking any action against the 
Bank as a result of its failure to meet the capital ratio commitment. The 
regulators have not waived or given forbearance on this commitment for the 
Bank at September 30, 1997. No assurances can be given that any such waiver 
or forbearances will be given in the future should the Ban fail to meet its 
commitments in the future.

    Failure to meet minimum capital requirements can trigger mandatory and 
possibly additional discretionary actions by the regulators that, if 
undertaken, could have a material effect on the Company's financial 
statements and operations.

DEPOSITS

     The following table sets forth the average balance and the average rate 
paid for the major categories of deposits for the dates indicated.

<TABLE>
<CAPTION>
                                                                                              For the
                                            For the                                 Year Ended December 31,
                                       Six Months Ended      ---------------------------------------------------------------------
                                         June 30, 1997                 1996                     1995                     1994 
                                    --------------------     --------------------       --------------------    ------------------
                                      Amount         %         Amount          %         Amount          %       Amount        %
                                    ---------     ------     ---------     ------       ---------     ------    ---------   ------
                                                                   (Dollars in thousands)
<S>                                 <C>            <C>       <C>            <C>         <C>           <C>       <C>         <C>   
Noninterest bearing demand           $ 32,166       -  %      $ 30,549         - %       $ 26,478         -%       25,326     -  %
Interest-bearing demand                32,768      0.91%       $29,376       0.91%       $ 26,192      0.91%       25,126    0.94%
Savings                               111,588      4.08%       104,938       4.15%         91,509      4.60%       66,517    3.45%
Time deposits under $100,000           52,497      5.41%      $ 34,408       5.26%         19,073      4.84%       27,259    3.82%
Time deposits $100,000 and over        10,808      5.56%         6,586       5.43%          6,358      5.17%        7,160    3.78%
                                    ---------      -----     ---------       -----      ---------      -----    ---------    -----
    Total Deposits                  $ 241,828      3.44%     $ 205,857       3.87%      $ 169,610      3.98%    $ 151,388    3.05%
                                    ---------      -----     ---------       -----      ---------      -----    ---------    -----
                                    ---------      -----     ---------       -----      ---------      -----    ---------    -----
</TABLE>

MATURITIES OF TIME CERTIFICATES OF DEPOSIT OF $ 100,000 OR MORE

     Maturities of time certificates of deposit of $100,000 or more 
outstanding at June 30, 1997 and December 31, 1996 are summarized as follows:

                                 At June 30, 1997  At December 31, 1996
                                 ----------------  --------------------
                                        (Dollars in thousands)

     Three months or less             $ 3,301            $  2,840
     Over three to six months           4,703               2,146
     Over six to twelve months          9,500               3,383
     Over twelve months                 4,815               3,178
                                 ----------------  --------------------
       Total                          $22,319            $ 11,547
                                 ----------------  --------------------
                                 ----------------  --------------------

                                      15
<PAGE>

PART II--OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

     As of the date of this report, neither the Company nor is any of their 
property the subject of any material pending legal proceedings, nor are any 
such proceeding known to the contemplated by government authorities.  The 
Company is, however, also exposed to certain potential claims encountered in 
the normal course of business.  In the opinion of Management, the resolution 
of these matters will not have a material adverse affect on the Company's 
consolidated financial position or results of operations in the foreseeable 
future.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

    At the annual meeting of stockholders held on May 8, 1997 the election of 
directors was uncontested and all of management's nominees were elected as 
directors.

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number                    Description
--------------                    -----------
The following is a list of all exhibits required by Item 601 of Regulation 
S-K to be filed as part of this Form 10-Q:

EXHIBIT

-------------------------------------------------------------------------------

 Exhibit  

  Number                  Exhibit                                   
     
-------------------------------------------------------------------------------
2.1    Branch Purchase and Assumption Agreement dated June 25, 
        1997 between County Bank and Bank of America (incorporated by 
        reference from exhibits filed in registration statement on 
        Form S-2, registration no. 333-31193 filed with the Commission 
        on July 14, 1997).

 3.1    Articles of Incorporation (filed as Exhibit 3.1 of the         
        Company's September 30, 1996 Form 10Q filed with the SEC
        on or about November 14, 1996).

 3.2    Bylaws (filed as Exhibit 3.2 of the Company's                  
         September 30, 1996 Form 10Q filed with the SEC on or
         about November 14, 1996).

 10.1   Lease Agreement for Downtown Merced Branch (filed as 
         exhibit 10.2 to the Company's Annual Report on Form 10-K for 
         the year ended December 31, 1995 and incorporated herein by 
         reference).

 10.2   Lease Agreement for Administration Offices (filed as 
         exhibit 10.2 to the Company's Annual Report on Form 10-K for 
         the year ended December 31, 1995 and incorporated herein by 
         reference).

 10.3   Lease Agreement Los Banos Branch (filed as exhibit 
         10.3 to the Company's Annual Report on Form 10-K for the year 
         ended December 31, 1995 and incorporated herein by reference).

 10.4   Architectural Agreement for Administrative Office 
         (filed as exhibit 10.4 to the Company's Annual Report on Form 
         10-K for the year ended December 31, 1995 and incorporated 
         herein by reference).

 10.5   Lease Agreement for Sonora Branch (filed as exhibit 
         10.5 to the Company's Annual Report on Form 10-K for the year 
         ended December 31, 1995 and incorporated herein by reference).

 10.6   1992 Stock Option Plan (filed as exhibit 10.6 to the 
         Company's Annual Report on Form 10-K for the year ended 
         December 31, 1995 and incorporated herein by reference).

 10.7   Agreement and Plan of Acquisition dated as of March 22, 
         1996, between the Company and Town & Country Finance and 
         Thrift Company (filed as exhibit 2.1 to the Company's 
         Registration Statement on Form S-4 filed on April 3, 1996 
         (Registration No. 333-03174) and incorporated herein by 
         reference).
 
 10.8   Employment Agreement between Thomas T. Hawker and 
         County Bank (filed as exhibit 10 to the Company's Annual 
         Report on Form 10-K for the year ended December 31, 1996 and 
         incorporated herein by reference).

                                      16
<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.

     Capital Corp of the West

       /s/ Thomas T. Hawker
       -----------------------------------------------
       Thomas T. Hawker
       President/Chief Executive Officer


       /s/ Janey Boyce
       -----------------------------------------------
       Janey Boyce
       Sr. Vice President/ Chief Financial Officer

Dated: August 12, 1997

                                      17