<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                   FORM 10-QSB


      X   Quarterly report under Section 13 or 15(d) of the Securities Exchange
     ---
          Act of 1934 for the quarterly period ended JUNE 30, 1999

          Transition report under Section 13 or 15(d) of the Securities
     ---
          Exchange Act of 1934 (No fee required) for the period
          from             to
               -----------    ------------

                         Commission File Number 0-27666

                        NORTHERN CALIFORNIA BANCORP, INC.

                 (Name of Small Business Issuer in its Charter)


                     Incorporated in the State of California

                  IRS Employer Identification Number 77-0421107

                 Address: 601 Munras Avenue, Monterey, CA 93940

                            Telephone: (831) 649-4600



     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  X      No
   -----         -----

         As of August 4, 1999, the Corporation had 937,190 shares of common
stock outstanding.

<PAGE>

                          PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        NORTHERN CALIFORNIA BANCORP, INC.
                                 AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                JUNE 30           DECEMBER 31
                                                                 1999                1998
                                                          ------------------   -----------------
<S>                                                       <C>                  <C>
ASSETS:
Cash and Cash Equivalents                                         4,989,300          12,429,900
Due From Bank - Time Deposits                                       200,000             100,000
Investment Securities, available for sale (Note 1)                  744,300             690,500
Investment Securities, held to maturity (Note 1)                  9,291,600           6,265,000
Trading Account                                                      57,300                   0
Federal Funds Sold                                                2,965,000                   0
Loans Held for Sale                                               2,107,600             951,600
Gross Loans (Note 2)                                             31,881,500          27,330,300
Allowance for Possible Loan Losses (Note 3)                       (341,000)           (336,200)
Deferred Origination Fees                                          (35,800)            (31,900)
                                                          ------------------   -----------------
  Net Loans                                                      31,504,700          26,962,200
Bank Premises and Equipment, Net                                  1,814,900           1,868,600
Interest Receivable and Other Assets                              1,698,600           1,835,600
                                                          ------------------   -----------------
    Total Assets                                                 55,373,300          51,103,400
                                                          ==================   =================
LIABILITIES AND SHAREHOLDERS' EQUITY:

Total Deposits (Note 4)                                          46,861,200          42,851,700
Borrowed Funds                                                    4,357,500           4,000,000
Interest Payable and Other Liabilities                              548,400             817,100
                                                          ------------------   -----------------
    Total Liabilities                                            51,767,100          47,668,800
                                                          ------------------   -----------------
Shareholders' Equity:

  Common Stock - No Par Value
    Authorized: 2,500,000 in 1999 and 1998
    Outstanding: 937,190 in 1999 and 943,804 1998                 2,952,000           2,962,200
  Retained Earnings                                                 693,000             504,400
  Accumulated Other Comprehensive Income (Loss)                    (38,800)            (32,000)
                                                          ------------------   -----------------
    Total Shareholders' Equity                                    3,606,200           3,434,600
                                                          ------------------   -----------------
    Total Liabilities & Shareholders' Equity                     55,373,300          51,103,400
                                                          ==================   =================
</TABLE>

Page 2
<PAGE>

                        NORTHERN CALIFORNIA BANCORP, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                          Three Months Ended                   Six Months Ended
                                                               June 30                             June 30
                                                     ----------------------------         -------------------------
                                                         1999           1998                 1999         1998
                                                     -------------   ------------         -----------  ------------
<S>                                                  <C>             <C>                  <C>          <C>
INTEREST INCOME:
  Interest and Fees on Loans                              806,400        747,700           1,562,000     1,444,200
  Interest on Time Deposits with
    Financial Institutions                                  2,600          1,600               3,900         3,100
  Interest on Investment Securities                       125,800        113,600             225,100       256,800
  Interest on Federal Funds                                69,600         74,500             176,800       137,400
                                                     -------------   ------------         -----------  ------------
    Total Interest Income                               1,004,400        937,400           1,967,800     1,841,500
                                                     -------------   ------------         -----------  ------------

INTEREST EXPENSE:
  Interest on Interest-Bearing
    Transaction Accounts                                   26,300         27,500              54,500        54,700
  Interest on Savings Accounts                             19,500         15,000              38,400        27,000
  Interest on Time Deposits                               296,800        293,900             588,300       597,400
  Interest on Other Borrowed Funds                         65,600         61,300             126,100       120,900
                                                     -------------   ------------         -----------  ------------
    Total Interest Expense                                408,200        397,700             807,300       800,000
                                                     -------------   ------------         -----------  ------------

    Net Interest Income                                   596,200        539,700           1,160,500     1,041,500
                                                     -------------   ------------         -----------  ------------
PROVISION FOR POSSIBLE LOAN LOSSES                         70,000         70,000              80,000        80,000
                                                     -------------   ------------         -----------  ------------
    Net Interest Income After
      Provision for Possible Loan Losses                  526,200        469,700           1,080,500       961,500
                                                     -------------   ------------         -----------  ------------

NONINTEREST INCOME:
  Service Charges on Deposit Accounts                      92,800         92,100             185,900       170,700
  SBA Loan Sales & Servicing Income                       112,800         76,100             176,800       137,600
  Other Operating Income                                  407,900        306,200             739,500       576,400
                                                     -------------   ------------         -----------  ------------
    Total Noninterest Income                              613,500        474,400           1,102,200       884,700
                                                     -------------   ------------         -----------  ------------

NONINTEREST EXPENSE:
  Salaries and Employee Benefits                          396,000        400,300             799,400       732,200
  Occupancy and Equipment Expense                          71,100         68,200             140,100       135,800
  Professional Fees                                        15,700       (66,000)              34,200      (40,800)
  Data Processing                                          49,200         45,100              99,300        94,600
  FDIC & State Assessments                                  4,000          3,900               6,900         7,600
  Other Operating Expenses                                453,900        364,700             854,400       686,600
   Income Tax Expense                                      37,600         30,000              59,700        55,700
                                                     -------------   ------------         -----------  ------------
    Total Noninterest Expense                           1,027,500        846,200           1,994,000     1,671,700
                                                     -------------   ------------         -----------  ------------
    NET INCOME (LOSS)                                     112,200         97,900             188,700       174,500
                                                     =============   ============         ===========  ============

Earnings Per Common Share
   Primary                                                   0.12           0.10                0.20          0.19
   Diluted                                                   0.10           0.09                0.16          0.16
</TABLE>

Page 3
<PAGE>


                        NORTHERN CALIFORNIA BANCORP, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                                   1998                  1997
                                                                              ---------------       ---------------
<S>                                                                           <C>                   <C>
NET INCOME                                                                           188,700               130,700
Adjustments to net income:
  Depreciation and amortization expense                                               76,000                45,000
  Amortization/Accretion on investments                                                1,900                 (300)
  (Gain) loss on sale of securities                                                  (6,800)                     0
  Provision for possible loan losses                                                  80,000                60,000
  Amortization of deferred servicing premium                                         (7,700)                 6,600
  Amortization of deferred income                                                    (2,000)               (2,200)
  Increase (decrease) in accrued expenses                                          (173,200)             (179,300)
  (Increase) decrease in prepaid expenses                                            183,900               178,600
  Increase (decrease) in interest payable                                           (93,600)             (170,400)
  (Increase) decrease in interest receivable                                        (65,500)              (41,300)
  (Increase) decrease in loans held for sale                                       (666,561)              (30,900)
                                                                              ---------------       ---------------
  Total adjustments to net income                                                  (673,561)             (134,200)
                                                                              ===============       ===============
Net cash provided (used) by operations                                             (484,861)               (3,500)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of due from time                                                        (100,000)                     0
  Proceeds from sale of investments                                                   27,700                     0
  Principal payments on investments                                                  160,600             1,500,000
  Purchase of securities                                                         (3,220,200)           (3,663,000)
  Net (increase) decrease in loans                                               (5,111,800)             (519,400)
  Stock repurchase                                                                  (10,200)                     0
  Capital expenditures                                                              (22,300)             (272,400)
                                                                              ---------------       ---------------
Net cash provided (used) in investing activities                                 (8,276,200)           (2,954,800)
                                                                              ===============       ===============

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in deposit accounts                                      4,009,600           (1,362,200)
  Net increase (decrease) in borrowed funds                                          357,500             2,000,000
                                                                              ---------------       ---------------
Net cash provided (used) by financing activities                                   4,367,100               637,800
                                                                              ===============       ===============

Net increase (decrease) in cash & cash equivalents                               (4,400,900)           (2,320,500)
Cash & cash equivalents - beginning of year                                       12,529,900             9,820,100
                                                                              ===============       ===============

Cash & cash equivalents - end of period                                            8,129,000             7,499,600

             See Note 5 for supplemental disclosures
</TABLE>

Page 4

<PAGE>

NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                               JUNE 30                DECEMBER 31
                                                                1999                      1998
                                                         -------------------      ------------------
<S>                                                      <C>                      <C>
(NOTE 1) INVESTMENT SECURITIES:

Available for sale:
  Other Securities                                                  744,300                 690,500
                                                         ===================      ==================

Held to maturity:
  US Government Securities                                        2,499,400               1,500,200
  State and Local Agency Securities                               6,792,200               4,764,800
                                                         -------------------      ------------------
                                                                  9,291,600               6,265,000
                                                         ===================      ==================

(NOTE 2) GROSS LOANS:

  Commercial and Industrial                                      11,649,200              11,163,200
  Construction                                                    2,132,500                 355,600
  Real Estate - Mortgage                                         17,527,500              15,294,100
  Installment                                                       419,800                 358,600
  Government Guaranteed Loans Purchased                             152,500                 158,800
                                                         -------------------      ------------------
  Gross Loans                                                    31,881,500              27,330,300

(NOTE 3) ALLOWANCE FOR POSSIBLE LOAN LOSSES:

  Balance at Beginning of Period                                    336,200                 269,100
  Recoveries                                                         12,200                  12,600
  Provision for Possible Loan Losses                                 80,000                 130,000
  Loans Charged Off                                                (87,400)                (75,500)
                                                         -------------------       -----------------
  Balance at End of Period                                           341,000                 336,200

(NOTE 4) DEPOSITS:

  Demand                                                          10,768,000               9,897,400
  Interest-Bearing Transaction                                     9,259,100               8,960,400
  Savings                                                          3,951,400               3,605,100
  Time Under $100,000                                             13,667,700              12,355,300
  Time Equal to or Greater than $100,000                           9,215,000               8,033,500
                                                         --------------------      ------------------
                                                                  46,861,200              42,851,700
</TABLE>

(NOTE 5) SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
<TABLE>
<CAPTION>

 Payments during the period ending:                            6/30/99                  6/30/98
                                                         --------------------      ------------------
    <S>                                                  <C>                       <C>
    Interest                                                         681,200                 679,100
    Income Taxes                                                      59,700                  55,700
</TABLE>

Page 5

<PAGE>

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

OVERVIEW

     The following discussion reviews and analyzes the operating results and
financial condition of the Corporation, focusing on the Bank. It should be
read in conjunction with the financial statements and the other financial
data presented elsewhere herein. The Corporation has had no activities other
than its organization.

     For the six months, ended June 30, 1999 net income was $188,700, an
increase of $14,200 when compared to the same period in 1998. The increase in
earnings during this period was the result of a $119,000 increase in net
interest income after provision for loan losses and a $217,500 increase in
non-interest income, partially offset by a $322,300 increase in non-interest
expense.

Page 6

<PAGE>

     The following table sets forth certain selected financial ratios of the
Corporation at and for the six months ended, June 30, 1999 and 1998.

<TABLE>
<CAPTION>
                                    For the six months        For the six months
                                    Ended June 30, 1999       Ended June 30, 1998
                                    -------------------       -------------------
<S>                                 <C>                       <C>
                                    (Dollars in thousands except per share data)
Summary of Operating
Results:

Total interest income                           1,968                       1,841
Total interest expense                            807                         800
                                    -------------------       -------------------
Net interest income                             1,160                       1,041

Provision for possible loan losses                 80                          80
                                    -------------------       -------------------
Net interest income
after provision for loan loss                   1,080                         961

Total other income                              1,102                         885
Total other expense                             1,934                       1,616
                                    -------------------       -------------------

Income (loss) before taxes                        248                         230
Provision for income tax                           60                          56
                                    -------------------       -------------------

Net income (loss)                                 189                      174.55


Per Common Share
Data:

Net income - Primary (1)                         0.20                        0.19
Net income - Diluted (2)                         0.16                        0.16
Book value, end of period                        3.84                        3.34
Avg shares outstanding (3)                    939,836                     943,804

Balance Sheet Data:

Total loans, net
of unearned income (4)                         33,953                      27,468
Total assets                                   55,312                      47,038
Total deposits                                 46,854                      39,412
Stockholders' equity                            3,606                       3,150

</TABLE>

Page 7
<PAGE>

<TABLE>
<CAPTION>
                                        For the six months         For the six months
                                       Ended June 30, 1999         Ended June 30, 1998
                                       -------------------         -------------------
<S>                                    <C>                         <C>
Selected Financial Ratios (4):

Return on average assets(5)                      0.71%                       0.84%

Return on average
   stockholders' equity(6)                      10.72%                      11.18%

Net interest spread                              4.33%                       4.52%

Net interest margin                              5.03%                       5.19%

Avg shareholders' equity
   to average assets                             6.65%                       7.47%

Risked-Based capital ratios
    Tier 1                                       9.37%                       9.49%
    Total                                       10.22%                      10.37%
Total loans to total deposits
   at end of period                             72.47%                      69.70%

Allowance to total loans
   at end of period                              1.00%                       1.04%

Non-performing loans to total
   loans at end of period                        0.23%                       0.31%

Net charge-offs to
   average loans                                 0.25%                       0.23%
</TABLE>

(1)  Primary earnings per share amounts were computed on the basis of the
     weighted average number of shares of common stock outstanding during the
     year. The weighted average number of common shares used for this
     computation was 939,836 and 943,804 for June 30, 1999 and 1998,
     respectively.

(2)  Diluted earnings (loss) per share amounts were computed on the basis of the
     weighted average number of shares of common stock and common stock
     equivalents outstanding during the year. Common stock equivalents include
     director/employee stock options. The weighted average number of shares used
     for this computation was 1,175,394 and 1,113,778 for June 30, 1999 and
     1998, respectively.

(3)  Weighted average common shares.

(4)  Includes loans being held for sale.

(5)  Averages are of daily balances.

(6)  June 30, 1999 calculated on an annualized basis.

Page 8
<PAGE>

NET INTEREST INCOME

     Net interest income, the difference between (a) interest and fees earned
on interest-earning assets and (b) interest paid on interest-bearing
liabilities, is the most significant component of the Bank's earnings.
Changes in net interest income from period to period result from increases or
decreases in the average balances of interest earning assets portfolio, the
availability of particular sources of funds and changes in prevailing
interest rates.

     Net interest income for the six-month period ended June 30, 1999 was
$1,160,500 compared to $1,041,500 for the same period in 1998. The increase
of $119,000 resulted from total interest income increasing $126,300, while
total interest expense increased $7,300. Average interest earning assets
increased $6,275,000 (15.69%) with average loans increasing $3,870,000 and
investments increasing $2,404,000, while the average rate earned decreased 71
basis points. The average interest rate earned on investments decreased 79
basis points while the average interest rated earned on loans decreased 61
basis points. Average interest bearing liabilities increased $4,121,000
(12.01%), while the average rate paid remained level with 1998.

     The following table shows the components of the Bank's net interest
income, setting forth, for each the six months ended June 30, 1999 and 1998
and for the twelve months ended December 31, 1998, (i) average assets,
liabilities and investments, (ii) interest income earned on interest-earning
assets and interest expense paid on interest-bearing liabilities, (iii)
average yields earned on interest-earning assets and average rates paid on
interest-bearing liabilities, (iv) the net interest spread (i.e., the average
yield earned on interest-earning assets less the average rate paid on
interest-bearing liabilities) and (v)the net interest yield on average
interest-earning assets (i. e., net interest income divided by average
interest-earning assets). Yields are not computed on a tax-equivalent basis.
Non-accrual loans and overdrafts are included in average loan balances.
Average loans are presented net of unearned income.

Page 9

<PAGE>

INTEREST SPREAD ANALYSIS:
<TABLE>
<CAPTION>

                                               The Six Months                          The Twelve Months
                                                Ended June 30,                         Ended December 31,
                                        1999                       1998                        1998
                               ---------------------    -----------------------      ------------------------
                                        Int    Avg                  Int   Avg                  Int     Avg
                                 Avg    Earn    %          Avg     Earn    %           Avg     Earn     %
                                 Bal    Paid  Rate         Bal     Paid  Rate          Bal     Paid    Rate
                               ---------------------    -----------------------      ------------------------
<S>                            <C>                      <C>                          <C>
                                                        (Dollars in thousands)
Interest Earning Assets:
Int-bearing deposits
  at other banks                   166      4  4.70           100     3   6.13           100        6   5.98
Invest securities                8,200    225  5.49         8,465   257   6.07         8,160      481   5.90
Federal funds sold               7,500    177  4.72         4,897 137.4   5.61         5,771      314   5.44
                              ----------------           ---------------            -------------------------

Total investments               15,866    406  5.11        13,462   397   5.90        14,031      801   5.71

Loans
  Real estate                   17,128    882 10.30        14,171   742  10.48        14,641    1,554  10.62
  Installment                      354     25 14.06           529 34.57  13.07           464       60  13.02
  Commercial                    12,927    655 10.14        11,839 667.4  11.27        12,348     1341  10.86
                              ----------------           ---------------            -------------------------

Total loans                     30,410  1,562 10.27        26,540 1,444  10.88        27,453    2,955  10.77

Total Interest
  earning assets                46,276  1,968  8.50        40,002 1,841   9.21        41,485    3,757   9.06
                              ================           ===============            =========================

Interest Bearing Liabilities:
Int-bearing demand               7,717     40  1.03         5,862    34   1.16         6,206       73   1.17
Money market savings             1,577     15  1.90         1,747    21   2.36         1,623       38   2.31
Savings deposits                 3,846     38  2.00         2,452    27   2.20         2,846       63   2.22
Time deposits Greater
   than $100M                    8,374    232  5.53         8,155   238   5.84         8,042      471   5.86
Time deposits less
   than $100M                   12,920    357  5.52        12,125   359   5.93        12,049      713   5.92
Other Borrowing                  4,103    126  6.14         3,972   121   6.09         4,000      246   6.14
                              ----------------           ---------------            -------------------------

Total interest
  bearing liabilities           38,434    807  4.19        34,313   800   4.66        34,765    1,603   4.61
                              ================           ===============            =========================

Net interest income                     1,161                     1,041                         2,154

Net interest spread                            4.32                       4.54                          4.45

Net yield on interest
  Earning assets                               5.02                       5.21                          5.19

</TABLE>

Page 10

<PAGE>

INTEREST SPREAD ANALYSIS (CONTINUED):

<TABLE>
<CAPTION>

                                               Six Months                           Twelve Months
                                              Ended June 30,                     Ended December 31,
                                              1999 vs 1999                           1998 vs 1997
                                              ------------                           ------------
                                           Increase(Decrease)                     Increase(Decrease)
                                             Due to changes                         Due to Changes
                                      ------------------------------         -----------------------------
                                          Avg       Avg                          Avg      Avg
                                        Volume      Rate    Total             Volume      Rate    Total
                                      ------------------------------         -----------------------------
<S>                                   <C>                                    <C>
                                                              (Dollars in thousands)
Interest Earning Assets:

Int-bearing deposits
  at other banks                             3          0        3                   2     (2)        1
Invest securities                          (5)       (24)     (29)                 393     (1)      392
Federal funds sold                          73       (34)       39                (36)      10     (27)
                                       ----------------------------               ----------------------

Total investments                           71       (62)        9                 324      42      366

Loans
  Real estate                              155       (15)      139                 157      30      186
  Installment                             (11)          2     (10)                (26)       6     (20)
  Commercial                                61       (73)     (12)                 177    (93)       84
                                       ----------------------------               ----------------------
  Total loans                              105       (46)       59                 308    (57)      251

Total Interest Earning Assets              289      (163)      126                 844   (224)      620
                                       ============================               ======================

Interest Bearing Deposits:

Int-bearing demand                          11        (5)        6                 (7)     (0)      (7)
Money market savings                       (2)        (4)      (6)                   8    (15)      (7)
Savings deposits                            15        (4)       11                 139     (5)      134
Time deposits greater than $100M             6       (13)      (7)                  17    (39)     (22)
Time deposits less than $100M               24       (26)      (3)                 102      61      163
Other Borrowing                              4          1        5                   0       0        0
                                       ----------------------------               ----------------------

Total interest bearing deposits             98       (91)        7                 308    (38)      269
                                       ============================               ======================

Net change in net interest                 190       (71)      119                 536   (186)      350
</TABLE>

Page 11

<PAGE>

PROVISION AND ALLOWANCE FOR LOAN LOSSES

     The provision for loan losses is an expense charged against operating
income and added to the allowance for loan losses. The allowance for loan
losses represents amounts, which have been set aside for the specific purpose
of absorbing losses, which may occur in the Bank's loan portfolio.

     The allowance for loan losses reflects management's ongoing evaluation
of the risks inherent in the loan portfolio, both generally and with respect
to specific loans, the state of the economy, and the level of net loan losses
experienced in the past. Management and the Board of Directors review the
results of the California Department of Financial Institutions and FDIC
examinations, independent accountants' observations, and the Bank 's internal
review as additional indicators to determine if the amount in the allowance
for loan losses is adequate to protect against estimated future losses. It is
the Bank 's current practice, which could change in accordance with the
factors mentioned above, to maintain an allowance which is at least equal to
the sum of the following percentage of loan balances by loan category.

                     Loan Category                            Reserve %

          Classified Loans:
          Loans classified loss                                   100.00%
          Loans classified doubtful                                50.00%
          Loans classified substandard
               Real Estate Secured                                  5.00%
               Non Real Estate Secured                             20.00%

          Unclassified Loans:
          Real Estate - Loan to value 80% or less                   0.10%
          Real Estate - Loan to value over 80%                      0.50%
          Loans to Individuals                                      3.00%
          Commercial                                                3.00%
          SBA Loans - Unguaranteed portion                          2.00%
          Unfunded Loan Commitments                                  .25%
          SBA Loans - Guaranteed portion                            0.00%
          Cash Secured Loans                                        0.00%

     Although no assurance can be given that actual losses will not exceed
the amount provided for in the allowance, Management believes that the
allowance is adequate to provide for all estimated credit losses in light of
all known relevant factors. At June 30, 1999 and 1998 the Bank's allowance
stood at 1.00 and 1.05 percent, respectively. A provision of $80,000 was made
to the allowance during the six months ended June 30, 1999 and in the same
period in 1998. Charged off loans during the six months ended June 30, 1999
and 1998 totaled $87,400 and $67,800 respectively. Recoveries for the same
periods were $12,200 and $5,800, respectively.

Page 12

<PAGE>

     The Bank's non-performing (delinquent 90 days or more and non-accrual)
loans as a percentage of total loans was .23 percent at June 30, 1999
compared with .31 percent at June 30, 1998.

     Based upon statistics released by Federal and state banking authorities
regarding banks of similar size or otherwise located in California,
Management believes that the Bank 's ratios of delinquent and non performing
loans to total loans are far better than average. Prudent collection efforts,
and tighter lending controls, are responsible for the Bank's strong
performance on these measures of credit quality. However, no assurance can be
given that the Bank's loan portfolio will continue to measure well against
its peers on these ratios and quality measures, or that losses will not
otherwise occur in the future.

NON-INTEREST INCOME

     Total non-interest income for the six months ended June 30, 1999 was
$1,102,200, compared with $844,700 for the same period in 1998. The increase
of $217,500 was the result of a $39,200 increase in income from SBA loan
sales and servicing and income from other service charges, commissions and
fees increased $163,100 and service charges on deposit accounts increased
$15,200. Merchant credit card discount fees increased $138,100 the primary
factor in the increase in other service charges, commissions and fees.

     The sale of Small Business Administration (SBA) guaranteed loans is a
significant contributor to the Bank's income. SBA guaranteed loans yield up
to 3 3/4% over the New York prime rate, and the guaranteed portions can be
sold at premiums, which vary with market conditions. SBA loans are guaranteed
by the full faith of the United States Government from 75 to 80 percent of
the principal amount. The guaranteed portion has risks comparable for an
investor to a U. S. Government security and can usually be sold in the
secondary financial market, either at a premium or at a yield which allows
the Bank to maintain a significant spread for itself.

     There can be no assurance that the gains on sale will continue at, or
above, the levels realized in the past three years. In addition, increasing
competition among lenders for qualified SBA borrowers makes it difficult for
the Bank to continually expand its program in this area, and may limit the
level of premium that can be earned with regard thereto. The level of premium
income on longer-term loans has been significantly reduced due to the volume
of loans that have been paid off early.

Page 13

<PAGE>

NON-INTEREST EXPENSE

     Salary and benefits expense for the six months ended June 30, 1999
increased $67,200 compared with the same period in 1998. The increase was due
primarily to employee merit pay increases, bonus accruals, and an increase of
two full time equivalent staff positions.

     Total occupancy and equipment expense for the six months ended June 30,
1999 was $140,100 compared to $135,800 for the same period in 1998.

     For the six months ended June 30, 1999 professional fees were $92,100
compared with $(40,800) the same period in 1998. The 1998 number includes the
recovery of $117,100 in legal expenses associated with a trade name
infringement lawsuit.

     Data processing for the six months ended June 30, 1999 increased $4,700
compared to the same period in 1998. The increase was due to increased
numbers of accounts and transactions.

     Other expenses for the six months ended June 30, 1999 totaled $854,400
compared with $686,600 for the same period in 1998. Significant changes
occurred in the following categories with increases in merchant expense of
$132,900, stationary & supplies expense $10,300, subscription/publications
$6,800, telephone $5,400, travel $4,200 operational losses $3,200,
miscellaneous expense $4,200 and Year 2000 expense $9,600 and decreases in
collection expense $5,900, entertainment & meals expense $4,700, security
expense $3,900, insurance expense $4,800 and shareholder expense $3,200.

LOANS

     Loans represented 65.71% of average earning assets, and 57.52% of
average total assets for the six months ended June 30, 1999, compared with
66.35% and 57.28%, respectively during 1998. For the six months ended June
30, 1999 average loans increased 14.58% from $26,540,000 for the same period
in 1998 to $30,410,000. Average commercial loans increased $1,088,000
(9.19%), average real estate loans increased $2,957,000 (20.87%); while
installment loans decreased $175,000 (33.02%).

     The Bank's commercial and industrial loans are generally made for the
purpose of providing working capital, financing the purchase of equipment or
inventory, and other business purposes. Such loans generally have terms
ranging from one year to several years. Short-term business loans are
generally intended to finance current transactions and typically provide for
monthly interest payments with principal being payable at maturity or at
90-day intervals. Term loans (usually for a term of two to five years)
normally provide for monthly installments of principal and interest. The Bank
from time to time utilizes accounts receivable and inventory as security for
loans.

Page 14

<PAGE>

     The Bank is a recognized leader for Small Business Administration
lending in Monterey County, and holds SBA's coveted Preferred Lender Status.
Generally, the SBA guarantees SBA loans for 75 to 80 percent of their
principal amount, which can be retained in portfolio or sold to investors.
Such loans are made at floating interest rates, but generally for longer
terms (up to 25 years) than are available on a conventional basis to small
businesses. The unguaranteed portion of the loans, although generally
supported by collateral, is considered to be more risky than conventional
commercial loans because they may be based upon credit standards the Bank
would not otherwise apply, such as lower cash flow coverage, or longer
repayment terms.

     The Bank's real estate loan portfolio consists both of real estate
construction loans and real estate mortgage loans. The Bank has initiated a
program to generate more commercial and industrial real estate loans, which
generally yield higher returns than normal commercial loans. The Bank has
also developed a broker program for generating residential real estate loans.
The Bank does not make real estate development loans. Real estate
construction loans are made for a much shorter term, and often at higher
interest rates, than conventional single-family residential real estate
loans. The cost of administering such loans is often higher than for other
real estate loans, as principal is drawn on periodically as construction
progresses.

     The Bank also makes real estate loans secured by a first deed of trust
on single family residential properties and commercial and industrial real
estate. California commercial banks are permitted, depending on the type and
maturity of the loan, to lend up to 90 percent of the fair market value of
real property (or more if the loan is insured either by private mortgage
insurers or governmental agencies). In certain instances, the appraised value
may exceed the actual amount, which could be realized on foreclosure, or
declines in market value subsequent to making the loan can impair the Bank's
security.

     Consumer loans are made for the purpose of financing the purchase of
various types of consumer goods, home improvement loans, auto loans and other
personal loans. Consumer installment loans generally provide for monthly
payments of principal and interest, at a fixed rate. Most of the Bank's
consumer installment loans are generally secured by the personal property
being purchased. The Bank generally makes consumer loans to those customers
with a prior banking relationship with the Bank.

Page 15

<PAGE>

NONPERFORMING AND NONACCRUAL LOANS

     The Bank's present policy is to cease accruing interest on loans which
are past due as to principal or interest 90 days or more, except for loans
which are well secured or when collection of interest and principal is deemed
likely. When a loan is placed on non-accrual, previously accrued and unpaid
interest is generally reversed out of income unless adequate collateral from
which to collect the principal of, and interest on, the loan appears to be
available.

     The following table presents information with respect to loans which, as
of the dates indicated, were past due 90 days or more or were placed on
non-accrual status (referred to collectively as "non-performing loans"):

<TABLE>
<CAPTION>
                                                        Six Months Ended
                                                            June 30,
                                                      1999            1998
                                                   -----------     -----------
<S>                                                <C>             <C>
                                                     (Dollars in thousands)
Accruing,
PAST DUE 90 DAYS OR MORE:
Real Estate                                               68              71
Commercial                                                 0               0
Installment                                                0               0
Other                                                      0               0
                                                   ----------      ----------
    Total accruing                                        68              71


Nonaccrual Loans:

Real Estate                                                0               0
Commercial                                                 9               2
Installment                                                0              11
Other                                                      0               0
                                                   ----------      ----------
    Total non-accrual                                      9              14

    Total non-performing                                  77              84

Total loans end of period                             33,953          27,468

Ratio of non-performing loans
    to total loans at end of period                    0.23%           0.31%
</TABLE>

Page 16

<PAGE>

     These ratios have been maintained as a result of a strengthening of
underwriting criteria, frequent review of new and delinquent loans and a firm
collection policy (with the assistance of outside legal counsel). The Bank does
not have any foreign loans or loans for highly leveraged transactions.

SUMMARY OF LOAN LOSS EXPERIENCE

<TABLE>
<CAPTION>

                                       Six Months Ended   Six Months Ended
                                         June 30, 1999      June 30, 1998
                                       ----------------   ----------------
<S>                                    <C>                <C>
                                             (Dollars in thousands)

Average loans outstanding                        30,410             26,540

Allowance, beginning of period                      336                269

Loans charged off during period:
    Commercial                                       87                 67
    Installment                                       0                  1
    Real Estate                                       0                  0
    Other                                             0                  0
                                       ----------------   ----------------
    Total charge offs                                87                 68

Recoveries during period:
    Commercial                                        7                  5
    Installment                                       5                  1
    Other                                             0                  0
                                       ----------------   ----------------
    Total recoveries                                 12                 6

Net Loans charged off
    during the period                                75                62

Additions to allowance for
    possible loan losses                             80                80

Allowance, end of period                            341               287

Ratio of net loans charged off to
    average Loans outstanding
    during the period                              0.25%             0.23%

Ratio of allowance to total
    loans at end of period                         1.00%             1.04%
</TABLE>

Page 17

<PAGE>

FUNDING SOURCES

     Average deposits for the six months ended June 30, 1999 were $44,697,000
an increase of 15.63% compared with the average balance for 1998. Average
certificates of deposit represented 47.64% of average deposits for the six
months ended June 30, 1999. Average interest bearing checking, money market
and savings accounts as a group were 29.40% of average deposits. Average
demand deposits represented 22.96% of average deposits.

     The Company has a $1,000,000 revolving line of credit with the Pacific
Coast Bankers' Bank which matures in May 2000. The interest rate is a
floating rate based on the prime lending rate plus seventy five (75) basis
points. At June 30, 1999 the Company had drawn down $357,500 under the line
of credit.

     The Bank has a line of credit from the Federal Home Loan Bank of San
Francisco with a maximum borrowing limit on June 30, 1999 of approximately
$6,250,000. The line of credit is secured by certain of the Bank's real
estate secured loans and investment securities. At June 30, 1999 the Bank had
four $1,000,000 advances which bear interest at 6.53%, 4.83%, 6.81% and
6.36%, respectively. The advances mature in June 2000, October 2003, June
2004 and January 2028, respectively. Management believes that these advances
provide funds at a lower cost than comparable deposits. The Bank did not
utilize any short-term borrowings in 1999, 1998 or 1997.

CAPITAL RESOURCES

     The Bank maintains capital to comply with legal requirements, to provide
a margin of safety for its depositors and stockholders, and to provide for
future growth and the ability to pay dividends. The Company injected an
additional $300,000 of capital into the Bank in May 1999 and will inject an
additional $200,000 in July 1999. At June 30, 1999, stockholders' equity was
$3,606,200 versus $3,434,600 at December 31, 1998. The Company paid a ten
(10%) percent stock dividend in 1998 and cash dividends of $0.12 and $0.11
per share in 1997 and 1996, respectively. The Bank paid cash dividends
totaling $50,000, $170,000 and $150,000 to the Corporation in 1998, 1997 and
1996.

     The FDIC and Federal Reserve Board have adopted capital adequacy
guidelines for use in their examination and regulation of banks and bank
holding companies. If the capital of a bank or bank holding company falls
below the minimum levels established by these guidelines, it may be denied
approval to acquire or establish additional banks or non-bank businesses, or
the FDIC or Federal Reserve Board may take other administrative actions. The
guidelines employ two measures of capital: (1) risk-based capital and (2)
leverage capital.

Page 18

<PAGE>

     Under current rules, all banks were required to maintain Tier 1 capital
of at least 4 percent and total capital of 8.0% of risk-adjusted assets. The
Bank had a Tier 1 risk-based capital ratio of 9.37% and a total risk-based
capital ratio of 10.22% at June 30, 1999 well above the minimum regulatory
requirements.

     The leverage capital ratio guidelines require a minimum leverage capital
ratio of 3% of Tier 1 capital to total assets less goodwill. The Bank had a
leverage capital ratio of 7.13% at June 30, 1999.

LIQUIDITY

     Liquidity represents a bank's ability to provide sufficient cash flows
or cash resources in a manner that enables it to meet obligations in a timely
fashion and adequately provides for anticipated future cash needs. For the
Bank, liquidity considerations involve the capacity to meet expected and
potential requirements of depositors seeking access to balances and to
provide for the credit demands of borrowing customers. In the ordinary course
of the Bank's business, funds are generated from the repayment of loans,
maturities within the investment securities portfolio and the acquisition of
deposit balances and short-term borrowings. The Bank has a line of credit
from the Federal Home Loan Bank of San Francisco of approximately $6,250,000
and a $1,000,000 unsecured Federal Funds Purchased line of credit with the
Pacific Coast Bankers' Bank to meet temporary liquidity requirements. The
Bank is in the process of pledging loans and/or securities to the Federal
Reserve Bank of San Francisco to secure $6,000,000 in funding through the
Federal Reserve Bank's loan and discount facility.

     As a matter of policy, the Bank seeks to maintain a level of liquid
assets, including marketable investment securities, equal to a least 15
percent of total assets ("primary liquidity"), while maintaining sources of
secondary liquidity (borrowing lines from other institutions) equal to at
least an additional 10 percent of assets. In addition, it seeks to generally
limit loans to not more than 90 percent of deposits. Within these ratios, the
Bank generally has excess funds available to sell as federal funds on a daily
basis, and is able to fund its own liquidity needs without the need of
short-term borrowing. The Bank's total liquidity at June 30, 1999 was 32.37
percent; while its average loan to deposit ratio for the six months ended
June 30, 1999 was 68.04 percent.

INTEREST RATE RISK

     Management of interest rate sensitivity (asset/liability management)
involves matching and repricing rates of interest-earning assets with
interest-bearing liabilities in a manner designed to optimize net interest
income within the constraints imposed by regulatory authorities, liquidity
determinations and capital considerations. The Bank instituted formal
asset/liability policies at the end of 1989.

Page 19

<PAGE>

     The purpose for asset/liability management is to provide stable net
interest income growth by protecting the Bank's earnings from undue interest
rate risk. The Bank expects to generate earnings from increasing loan volume,
appropriate loan pricing and expense control and not from trying to
accurately forecast interest rates. Another important function of
asset/liability management is managing the risk/return relationships between
interest rate risk, liquidity, market risk and capital adequacy. The Bank
gives priority to liquidity concerns followed by capital adequacy, then
interest rate risk and market risk in the investment portfolio. The policy of
the Bank will be to control the exposure of the Bank's earnings to changing
interest rates by generally maintaining a position within a narrow range
around an "earnings neutral position." An earnings neutral position is
defined as the mix of assets and liabilities that generate a net interest
margin that is not affected by interest rate changes. However, Management
does not believe that the Bank can maintain a totally earnings neutral
position. Further, the actual timing of repricing of assets and liabilities
does not always correspond to the timing assumed by the Bank for analytical
purposes. Therefore, changes in market rates of interest will generally
impact on the Bank's net interest income and net interest margin for long or
short periods of time.

     The Bank monitors its interest rate risk on a quarterly basis through
the use of a model which calculates the effect on earnings of changes in the
fed funds rate. The model converts a fed funds rate change into rate changes
for each major class of asset and liability, then simulates the bank's net
interest margin based on the bank's actual repricing over a one year period,
assuming that maturities are reinvested in instruments identical to those
maturing during the period. At June 30, 1999 the affect of a 2% change,
either increase or decrease, in the federal funds sold rate would result in a
2.5% change in equity.

     The Corporation has limited sources of revenues and liquidity other than
dividends, tax equalization payments or management fees from the Bank. The
ability of the Bank to pay such items to the Corporation is subject to
limitations under state and Federal law

Page 20

<PAGE>

INVESTMENT SECURITIES

         The following table sets forth the book and market value of the
Bank's investment securities at June 30, 1999:

                                   INVESTMENT PORTFOLIO MIX
<TABLE>
<CAPTION>
                                                       Book          Market
                                                      Value           value
                                                   -----------    ------------
<S>                                                <C>            <C>
                                                      (Dollars in thousands)
Available for sale:
Equity Securities                                          744            744

Held to maturity:
U.S. Agency securities                                   2,499          2,424
State/Local Agency securities                            6,792          6,592
                                                    -----------   ------------

Total                                                    9,292          9,016
</TABLE>

     The following table summarizes the maturity of the Bank's investment
securities at June 30, 1999:

<TABLE>
<CAPTION>
                                                  INVESTMENT PORTFOLIO MATURITIES
                                                      (Dollars in thousands)

                                                over 1        over 3         over 5
                                   1 year       through       through        through        over
                                  or less       3 years       5 years       15 years      15 years
                                 -----------   -----------   ----------     ----------    ----------
<S>                              <C>           <C>           <C>            <C>           <C>
U.S. Agency securities              ---           ---           ---             2,499        ---

State/Local Agencies                ---           ---           ---            ---            6,792

Equity Securities                       744       ---           ---            ---           ---
                                 -----------   -----------   ----------     ----------    ----------

Total                                   744       ---           ---             2,499         6,792
</TABLE>

Page 21

<PAGE>

                            PART II-OTHER INFORMATION

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

     The following proposals were presented to shareholders at the Corporation's
annual shareholders' meeting held on July 22, 1999.

Proposal Number 1:         Election of Directors

<TABLE>
<CAPTION>
                                        Number of               Number of
                                    Affirmative Votes         Votes Withheld
                                    -----------------       -----------------
<S>                                 <C>                     <C>
Charles T. Chrietzberg, Jr.              738,261                  35,975
Sandra G. Chrietzberg                    738,184                  36,052
Peter J. Coniglio                        771,889                   2,347
Carla S. Hudson                          773,419                     817
John M. Lotz                             773,419                     817
</TABLE>

ITEM 5.  OTHER INFORMATION.

     The Year 2000 issue involves the ability of computer systems to
recognize date values on and after January 1, 2000. Many operating systems
and software programs were written to recognize two digit year date values,
i.e. 98 in the year field represents 1998. As a result some systems and
programs may recognize "00" in a date field as the year 1900 rather than
2000. This issue affects all users of computer systems, not just financial
institutions.

     The Company has established a plan of action designed to ascertain the
actions necessary to address the "Year 2000" issue. The Company has completed
testing of the hardware and operating systems under its direct control; two
older personal computers failed the tests and have been replaced. The testing
of mission critical systems has been completed with no problems identified.
We have completed the review of test results from the data processing system
that processes transactions and maintains records on all loan, deposit and
general ledger accounts. These tests have not identified any Year 2000
related problems. The Company continues developing and reviewing contingency
plans for mission critical systems.

     The Company must rely on its customers to make necessary preparations
for Year 2000 so that their business operations will not be impacted. Those
customers with loans and unused commitments outstanding cause the greatest
concern for any lender. All current and prospective borrowers, who may be
impacted by the Year 2000 problem, have been/will be asked to complete a
questionnaire regarding their Year 2000 readiness. Each borrower is assigned
one of two Year 2000 risk levels: low or high. Business purposes borrowers
are further rated based on an evaluation of their Year 2000 plan and the
progress in completing the plan. Business purpose borrowers with loans
greater than

Page 22

<PAGE>

$50,000 and a Year 2000 high risk rating have been evaluated to determine if
specific allocations for loan loss reserves should be made. The evaluation
process, including site visits, for business purpose borrowers with loans
greater than $200,000 and a Year 2000 high risk rating has been completed.
The Company as of June 30, 1999 has allocated $10,190 of the reserve for
possible loan losses for Year 2000 exposure.

     The Company is reliant on third parties for basic infrastructure
services and services provided by other financial institutions and
governmental agencies. Failure by third parties may jeopardize our
operations, but the degree of risk depends on the nature and duration of the
failures. The greatest impact on our operations would result from the
inability of third parties to supply basic services such as electric power,
telecommunications and services provided by other financial institutions and
governmental agencies. We monitor available information regarding the
readiness preparation of basic infrastructure providers. We are unable,
however, to estimate the likelihood of significant disruptions among our
basic infrastructure suppliers.

     Efforts are being made to increase the awareness level of all customers
through direct mailings and messages printed on bank statements and notice
forms. These efforts will include information on the Year 2000 problem,
sources of reliable information, information on the Company's preparedness
and warnings concerning scam artists.

     The Company's Year 2000 expense in 1998 was $28,800, and $38,400 has
been budgeted for 1999. These expenses include fees for testing mission
critical systems, postage and the cost of information pieces provided to
customers. The Company has not allocated any personnel cost associated with
the significant number of man-hours devoted to the Year 2000 project.

     Even with all of the Company's preparation, there can be no assurance
that problems will not arise which could have an adverse impact due to the
complexities involved in resolving the Year 2000 problem and the fact that
systems of other companies which the Company may rely on must corrected be in
a timely manner. Delays or failures in correcting Year 2000 system problems
of other companies could have an adverse impact upon the Company and its
ability to mitigate the risk of adverse impact of Year 2000 problems for its
customers.

Page 23

<PAGE>

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                  NORTHERN CALIFORNIA BANCORP, INC.

Date:  August 6, 1999          By: /s/ Charles T. Chrietzberg, Jr.
       --------------             -----------------------------------------
                                       Charles T. Chrietzberg, Jr.
                                       Chief Executive Officer
                                       and President

Date: August 6, 1999           By: /s/ Bruce N. Warner
      --------------              -----------------------------------------
                                       Bruce N. Warner
                                       Chief Financial Officer and
                                       Principal Accounting Officer

Page 24