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 March 31, 2001  ̈       Transition
report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee
required) for the period fromto 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. YesxNo ̈ As of April 30, 2001, the Corporation had
1,215,855 shares of common stock outstanding.   NORTHERN CALIFORNIA
BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET



MARCH 31
  2001

  DECEMBER 312000ASSETS:Cash
  and Cash Equivalents

  3,563,300

  4,306,200Federal
  Funds Sold

  3,445,000

  13,050,000Due
  From Bank - Time Deposits

  200,000

  200,000Trading
  Assets

  278,600

  168,000Investment
  Securities, available for sale (Note 1)

  12,781,000

  7,346,100Investment
  Securities, held to maturity (Note 1)

  0

  11,050,900Other
  Investements

  32,000

  40,000Loans
  Held for Sale

  2,817,200

  2,549,500Gross
  Loans (Note 2)

  44,118,300

  41,211,500Allowance
  for Possible Loan Losses (Note 3)

  (471,800)

  (468,500)Deferred
  Origination Fees

  (58,500)

  (41,100)Net Loans

  43,588,000

  40,701,900Bank
  Premises and Equipment, Net

  1,775,400

  1,773,200Interest
  Receivable and Other Assets

  3,623,100

  2,685,700Total Assets

  72,103,600

  83,871,500LIABILITIES
  AND SHAREHOLDERS' EQUITY:Total
  Deposits (Note 4)

  59,972,500

  72,218,300Short-term
  Borrowing

  150,000

  75,000Long-term
  Borrowing

  800,000

  800,000Federal
  Home Loan Bank Borrowed Funds

  5,000,000

  5,000,000Interest
  Payable and Other Liabilities

  1,120,400

  916,900Total Liabilities

  67,042,900

  79,010,200Shareholders'
  Equity:Common Stock - No Par ValueAuthorized: 2,500,000 in 2001 and 2000Outstanding:1,215,855 in 2001 and
  1,219,671 in 2000

  3,705,200

  3,716,700Retained Earnings

  1,272,700

  1,054,600Accumulated Other Comprehensive Income
  (Loss)

  82,800

  90,000Total Shareholders' Equity

  5,060,700

  4,861,300Total Liabilities & Shareholders'
  Equity

  72,103,600

  83,871,500


NORTHERN CALIFORNIA
BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS MARCH 312001

  2000INTEREST
  INCOME:Interest and Fees on Loans

  1,158,300

  1,020,800Interest on Time Deposits with     Financial Institutions

  3,300

  3,000Interest on Investment Securities

  168,500

  175,500Interest on Federal Funds

  121,400

  41,700Total Interest Income

  1,451,500

  1,241,000INTEREST
  EXPENSE:Interest on Interest-Bearing     Transaction Accounts

  23,100

  27,000Interest on Savings Accounts

  25,300

  13,400Interest on Time Deposits

  502,000

  428,600Interest on Other Borrowed Funds

  101,400

  80,500Total Interest Expense

  651,800

  549,500Net Interest Income

  799,700

  691,500PROVISION
  FOR LOAN LOSSES

  10,000

  25,000Net Interest Income After       Provision for Possible Loan
  Losses

  789,700

  666,500NONINTEREST
  INCOME:Service Charges on Deposit Accounts

  121,400

  107,500SBA Loan Sales & Servicing Income

  76,400

  69,300Other Operating Income

  677,000

  443,200Total Noninterest Income

  874,800

  620,000NONINTEREST
  EXPENSE:Salaries and Employee Benefits

  564,500

  466,900Occupancy and Equipment Expense

  77,200

  73,300Professional Fees

  39,200

  19,400Data Processing

  63,500

  62,100FDIC & State Assessments

  10,100

  4,900Other Operating Expenses

  539,000

  502,400Income Tax Expense

  152,900

  35,900Total Non-interest Expense

  1,446,400

  1,164,900NET INCOME (LOSS)

  218,100

  121,600Earnings
  per common sharePrimary

  0.179

  0.099Diluted

  0.152

  0.087


NORTHERN CALIFORNIA
BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000 2001

  2000NET
  INCOME

  218,100

  121,600Adjustments
  to net income:Depreciation and amortization expense

  28,800

  31,000Amortization/Accretion on investments

  1,900

  (400)Provision for possible loan losses

  10,000

  25,000Increase in deferred servicing premium

  0

  (5,900)Amortization of deferred servicing premium

  0

  12,600Amortization of deferred income

  (500)

  (500)Increase (decrease) in accrued expenses

  134,900

  (72,600)(Increase) decrease in other assets

  (984,000)

  1,221,800Increase (decrease) in interest payable

  61,900

  (64,900)(Increase) decrease in interest receivable

  204,900

  64,000Total adjustments to net income

  (542,100)

  1,210,100Net
  cash provided (used) by operations

  (324,000)

  1,331,700CASH
  FLOWS FROM INVESTING ACTIVITIESProceeds from maturity of due from time

  0

  100,000Proceeds from maturity of investments

  1,000,000

  100,000Proceeds from sale of investments

  20,405,400

  0Principal payments on investments

  2,100

  151,700Purchase of securities

  (15,852,200)

  (1,799,600)Net (increase) decrease in loans

  (4,738,600)

  (3,155,300)(Increase) decrease in loans held for sale

  1,572,700

  (311,500)Proceeds from sale of equipment

  300

  0Capital expenditures

  (31,300)

  (10,400)Stock Repurchase

  (11,500)

  0Net
  cash provided (used) in investing activities

  2,346,900

  (5,025,100)CASH
  FLOWS FROM FINANCING ACTIVITIESNet increase (decrease) in deposit
  accounts

  (12,245,800)

  421,900Net increase (decrease) in borrowed funds

  75,000

  50,000Net
  cash provided (used) by financing activities

  (12,170,800)

  471,900Net
  increase (decrease) in cash & cash equivalents

  (10,147,900)

  (3,221,500)Cash
  & cash equivalents - beginning of year

  17,356,200

  10,745,200Cash
  & cash equivalents - end of period

  7,208,300

  7,523,700 See
Note 5 for supplemental disclosures


NOTES TO FINANCIAL STATEMENTS MARCH 31
  2001

  DECEMBER 31
  2000(NOTE
  1) INVESTMENT SECURITIES:Available
  for sale:U.S. Government Agencies

  12,157,600

  6,727,100Other Securities

  623,400

  619,00012,781,000

  7,346,100Held
  to maturity:US Government Securities

  0

  9,051,700State and Local Agency Securities

  0

  1,999,2000

  11,050,900(NOTE
  2) GROSS LOANS:Commercial and Industrial

  14,146,600

  10,438,600Construction

  2,097,800

  2,313,800Real Estate - Mortgage

  27,094,000

  27,801,600Installment

  643,000

  518,500Government Guaranteed Loans Purchased

  136,900

  139,000Gross Loans

  44,118,300

  41,211,500(NOTE
  3) ALLOWANCE FOR POSSIBLE LOAN LOSSES:Balance at Beginning of Period

  468,500

  400,000Recoveries

  1,300

  7,400Provision for Possible Loan Losses

  10,000

  130,000Loans Charged Off

  (8,000)

  (68,900)Balance at End of Period

  471,800

  468,500(NOTE
  4) DEPOSITS:Demand

  12,356,800

  25,311,200Interest-Bearing Transaction

  9,330,300

  10,651,600Savings

  5,082,900

  2,963,400Time Under $100,000

  18,699,700

  18,145,100Time Equal to or Greater than $100,000

  14,502,800

  15,147,00059,972,500

  72,218,300(NOTE
  5) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Payments during the period ending:

  3/31/01

  3/31/00Interest

  651,800

  549,500Income Taxes

  152,900

  35,900  MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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 had no activities other than its organization.

For the three months ended March
31, 2001 net income was $218,100, compared to $121,600 for the same period in
2000.  For the three months ended March
31, 2001 interest income after provision for loan losses increased $123,200,
non-interest income increased $254,800, while non-interest expense increased
$281,500.



The following table sets
forth certain selected financial ratios of the Corporation at and for the three
months ended, March 31, 2001 and 2000.

The three months
  Ended March 31, 2001

  The three months
  Ended March 31, 2000(Dollars in thousands
  except per share data)Summary
  of Operating Results:Total
  interest income

  1,451

  1,241Total
  interest expense

  651

  550Net
  interest income

  800

  691Provision
  for possible    loan losses

  10

  25Net
  interest income after    provision for loan loss

  790

  667Total
  other income

  875

  620Total
  other expense

  1,294

  1,129Income
  (loss) before taxes

  371

  158Provision
  for income tax

  153

  36Net
  income (loss)

  218

  122Per
  Common Share Data:Net
  income - Primary (1)

  0.179

  0.100Net
  income - Diluted (2)

  0.152

  0.088Book
  value, end of period (3)

  4.16

  3.32Avg
  shares outstanding (4)

  1,216,564

  1,223,425Balance
  Sheet Data:Total
  loans, net of    unearned income (5)

  46,877

  42,259Total
  assets

  71,531

  65,620Total
  deposits

  59,973

  55,987Stockholders'
  equity

  5,061

  4,064

The three months
  Ended March 31, 2001

  The three months
  Ended March 31, 2000Selected
  Financial Ratios (4):Return
  on average assets (5)

  1.19%

  0.76%Return
  on averagestockholders' equity (5)

  17.78%

  12.03%Net
  interest spread

  4.23%

  4.63%Net
  interest margin

  4.94%

  5.30%Avg
  shareholders' equity    to average assets

  6.67%

  6.28%Risked-Based
  capital ratiosTier 1

  10.75%

  9.46%Total

  11.67%

  10.33%Total
  loans to total depositsat end of period

  78.16%

  75.48%Allowance
  to total loans    at end of period

  1.00%

  1.00%Nonperforming
  loans to totalloans at end of period

  0.90%

  0.21%Net
  charge-offs to    average loans

  0.01%

  0.00%





(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 1,216,564 and 1,223,425 for March 31, 2001 and 2000,
  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 1,434,436 and 1,394,041 for
  March 31, 2001 and 2000, respectively.(3)

  Includes loans being
  held for sale.(4)

  Averages are of daily
  balances.(5)

  March 31, 2001
  calculated on an annualized basis.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 three
months ended March 31, 2001 was $799,700 compared to $691,500  for the same period in 2000.  The increase of $108,200 resulted from total
interest income increasing $210,500, while total interest expense increased
$102,300.  Average interest earning
assets increased $9,651,000 (17.27%), while the average rate earned decreased
25 basis points.   Average interest
bearing liabilities increased $7,948,000 (16.96%), while the average rate paid
increased 15 basis points.

The following table shows the
components of the Banks net interest income, setting forth, for each the three
months ended March 31, 2001 and 2000, (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 computed on a tax-equivalent
basis, resulting in adjustments to interest earned on non-taxable securities of
$18,100 and $47,300 for the three months ended March 31, 2001 and 2000,
respectively.  Non-accrual loans and
overdrafts are included in average loan balances.  Average loans are presented net of unearned income.

INTEREST SPREAD ANALYSIS:

Three Months
  Ended March 31,

  Twelve Months
  Ended December 31,2001

  2000

  2000Int

  Avg

  

  Int

  Avg

  

  Int

  AvgAvg

  Earn

  %

  Avg

  Earn

  %

  Avg

  Earn

  %Bal

  Paid

  Rate

  Bal

  Paid

  Rate

  Bal

  Paid

  Rate(Dollars in thousands)Interest
  Earning Assets:Int-bearing
  deposits   at other banks

  200

  3

  6.53

  179

  3

  6.63

  164

  10

  6.36Invest
  securities - Taxable

  8,854

  146

  6.60

  4,760

  84

  7.04

  5,553

  396

  7.12Invest
  securities - Non-Taxable

  1,528

  27

  7.16

  7,200

  139

  7.73

  9,325

  746

  8.00Federal
  funds sold

  9,245

  121

  5.25

  2,928

  42

  5.69

  4,776

  303

  6.35Total
  investments

  19,828

  298

  6.01

  15,067

  267

  7.10

  19,818

  1455

  7.34LoansConstruction

  2276

  70

  12.34

  3399

  81

  9.50

  3,147

  329

  10.45Real estate

  28,145

  666

  9.47

  25,018

  583

  9.31

  25,211

  2,451

  9.72Installment

  579

  17

  11.53

  376

  10

  10.53

  511

  68

  13.30Commercial

  14,035

  405

  11.55

  11,976

  348

  11.61

  12,643

  1,451

  11.48Total
  loans

  45,036

  1,158

  10.29

  40,768

  1,021

  10.02

  41,512

  4,299

  10.36Total
  Interest   earning assets

  64,863

  1,456

  8.98

  55,835

  1,288

  9.23

  61,330

  5,754

  9.38Interest
  Bearing Liabilities:Int-bearing
  demand

  9,270

  23

  1.00

  8,026

  19

  0.97

  8917

  89

  1.00Money
  market savings

  1,302

  6

  1.85

  1,578

  7

  1.81

  1,428

  26

  1.84Savings
  deposits

  4,246

  19

  1.82

  2,718

  13

  1.97

  3,185

  63

  1.98Time
  deposits >$100M

  15,744

  227

  5.78

  11,548

  162

  5.61

  13,019

  764

  5.87Time
  deposits <$100M

  18,357

  275

  5.98

  19,025

  267

  5.61

  19,049

  1,105

  5.80Other
  Borrowing

  5,903

  100

  6.80

  4,778

  80

  6.67

  4,402

  280

  6.36Total
  interest   bearing liabilities

  54,822

  651

  4.75

  47,674

  548

  4.60

  49,998

  2,328

  4.66Net
  interest income

  

  806

  

  

  740

  

  

  3,426Net
  interest spread

  

  

  4.23

  

  

  4.63

  

  

  4.73Net
  yield on interest   earning assets

  

  

  4.97

  

  

  5.30

  

  

  5.59

INTEREST SPREAD ANALYSIS
(Continued):



Three Months
  Ended March 31,

  Twelve Months
  Ended December 31,2001 vs 2000

  2000 vs 1999Increase (Decrease)

  Increase (Decrease)Due to changes

  Due to ChangesAvg

  Avg

  

  Avg

  AvgVolume

  Rate

  Total

  Volume

  Rate

  Total(Dollars in thousands)Interest
  Earning Assets:Int-bearing
  depositsat other banks

  0

  (0)

  0

  (1)

  2

  1Invest
  securities

  72

  (10)

  62

  137

  38

  174Federal
  funds sold

  90

  (10)

  80

  (42)

  68

  26Total
  investments

  85

  (54)

  31

  286

  198

  484LoansReal estate

  73

  11

  84

  578

  205

  783Installment

  5

  1

  7

  14

  1

  15Commercial

  60

  (2)

  58

  (37)

  171

  134Total loans

  107

  31

  137

  697

  389

  1,086Total
  Interest Earning Assets

  208

  (40)

  168

  1,008

  562

  1,570Interest
  Bearing Deposits:Int-bearing
  demand

  3

  1

  4

  11

  (1)

  10Money
  market savings

  (1)

  0

  (1)

  (4)

  (1)

  (4)Savings
  deposits

  8

  (2)

  6

  (5)

  1

  (4)Time
  deposits >$100M

  59

  7

  66

  201

  39

  240Time
  deposits <$100M

  (9)

  17

  8

  242

  48

  290Other
  Borrowing

  19

  2

  21

  (2)

  10

  7Total
  interest bearing deposits

  82

  20

  102

  371

  168

  539Net
  change in net interest

  126

  (60)

  66

  637

  394

  1,031

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 set aside for the specific purpose of absorbing losses that
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 State Banking Department 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 substandardReal 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%Real
  Estate - Construction

  0.15%Loans
  to Individuals

  3.00%Commercial

  2.00%SBA
  Loans  Unguaranteed portion

  2.00%Unfunded
  Loan Commitments

  .25%Concentration
  Risk Factor  Real Estate

  .10%Economic
  Risk Factor

  .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 March
31, 2001 and 2000 the Banks allowance stood at 1.00 percent and 1.00 percent
of gross loans, respectively.  A provision
of $10,000 was made to the allowance during the three months ended March 31,
2001, compared with a provision of $25,000 due the same period in 2000.  Loans charged off during the three months
ended March 31, 2001, totaled $8,000, compared to $2,800 in the same period of
2000.  Recoveries for the same periods
were $1,300 and $2,100, respectively.

The Banks non-performing
(delinquent 90 days or more and non-accrual) loans as a percentage of total
loans were 0.90 percent at March 31, 2001 compared with 0.21 percent for the
same period in 2000.

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
three months ended March 31, 2001 was $874,800 compared with $620,000 for the
same period in 2000.  The increase
of  $254,800 was the result of service
charges on deposit accounts increasing $13,900, income from SBA loan sales and
servicing increasing $7,100 and income from other service charges, commissions
and fees increasing $233,800.  Income
from sales of securities accounted for $181,300 of 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.  Furthermore, the SBA recently began
requiring lenders to share a portion of premiums in excess of 10% earned on the
sale of the guaranteed portions, and to pay 50 basis points on the outstanding
guaranteed balance.  Management cannot
predict the impact these changes will not have a significant impact on SBA
income.

Non-Interest Expense

Salary and benefits expense for the
three months ended March 31, 2001 increased $97,600 compared with the same
period in 2000. The increase was due to the addition of two staff positions,
employee merit pay increases and bonus accruals.

Total occupancy and equipment
expense for the three months ended March 31, 2001 was $77,200 compared to
$73,300 for the same period in 2000.

Professional fees for the three
months ended March 31, 2001 increased $19,800 compared to the same period in
2000.  The increase was due to
accounting fees increasing $8,500 and legal fees increasing $11,200.

Data processing expense for the
three months ended March 31, 2001 was $63,500 compared to $62,100 for the same
period in 2000.

Other expenses for the three months ended March 31, 2001
totaled $702,000 compared with $543,200 for the same period in 2000.  Significant changes occurred in the
following categories with increases in bank fees ($4,700), FDIC & State
assessments ($5,200), meals/entertainment ($6,300), merchant expense ($48,500),
security ($4,600), operational losses ($7,200), taxes ($117,000) and decreases
in advertising ($8,500), insurance expense ($2,300), business development
expense ($2,800), donations ($3,900), miscellaneous expense ($4,900),
stationary/supplies expense ($6,100) and telephone expense ($3,300).

LOANS

Loans represented 68.79% of average
earning assets, and 61.20% of average total assets for the three months ended
March 31, 2001 compared with 71.29% and 63.44%, respectively during 2000. For
the three months ended March 31, 2001, average loans increased 10.46% from
$40,768,000 for the same period in 2000 to $45,036,000.  Average commerical loans increased
$2,022,000 (16.82%) real estate loans increased $3,128,000 (12.50%),
installment loans increased $241,600 (64.05%); while average construction loans
decreased $1,123,000 (33.04%).

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 maturities 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.

The Bank is a recognized leader for
Small Business Administration lending in Monterey County, and holds SBAs
coveted Preferred Lender Status. 
Generally, SBA loans are guaranteed, by the SBA, 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 that 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.



Non-performing and Non-accrual
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"):





Three Months Ended
  March 31,2001

  2000(Dollars in thousands)Accruing,
  past due 90 days or more:Real
  Estate

  0

  63Commercial

  0

  0Installment

  0

  0Other

  0

  0Total accruing

  0

  63Nonaccrual
  Loans:Commercial

  43

  25Installment

  0

  0Other

  0

  0Total nonaccrual

  43

  25Total nonperforming

  43

  88Total
  loans end of period

  45,036

  42,259Ratio
  of nonperforming loansto total loans at end of period

  0.09%

  0.21%

These ratios have been
maintained as a result of conservative 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



Three Months Ended
  March 31,
  2001

  Three Months Ended
  March 31,
  2000(Dollars in thousands)Average
  loans outstanding

  45,081

  40,768Allowance,
  beginning of period

  468

  400Loans
  charged off during pperiod:Commercial

  8

  1Installment

  0

  2Real Estate

  0

  0Other

  0

  0Total charge offs

  8

  3Recoveries
  during period:Commercial

  1

  2Installment

  0

  0Other

  0

  0Total recoveries

  1

  2Net
  Loans charged offduring the period

  7

  1Additions
  to allowance forpossible loan losses

  10

  25Allowance,
  end of period

  472

  424Ratio
  of net loans charged off toaverage Loans outstanding     during the period

  0.01%

  0.00%Ratio
  of allowance to totalloans at end of period

  1.00%

  1.00%

Funding Sources

Average deposits for the three
months ended March 31, 2001 were $62,536,000 an increase of 14.24% compared
with the same period in 2000.  Average
certificates of deposit represented 54.53% of average deposits for the three
months ended March 31, 2001.  Average
interest bearing checking, money market and savings accounts as a group was
23.69% of average deposits.  Average
demand deposits represented 21.77% of average deposits.

The Company has a $200,000
revolving line of credit and an $800,000 term loan with the Pacific Coast
Bankers' Bank which mature in May 2001 and May 2005, respectively.  The interest rates are floating rates based
on the prime lending rate plus seventy five (75) basis points.  At March 31, 2001 the Company had drawn
$150,000 under the line of credit.

The Bank has lines of credit from
the Federal Home Loan Bank of San Francisco and Pacific Coast Bankers' Bank
with maximum borrowing limits on March 31, 2001 of $7,027,900 and $1,000,000,
respectively.  Certain of the Banks
real estate secured loans and investment securities secure the Federal Home
Loan Bank line of credit.  At March 31,
2001 the Bank had five $1,000,000 advances which bear interest at 4.83%,
6.81%,  6.36% and 7.71%, respectively.  The advances mature in October 2003, June
2004, January 2028 and June 2030, respectively.  The Pacific Coast Bankers' Bank line of credit is unsecured.  The Bank did not utilize any short-term
borrowings in 2001, 2000 or 1999.



Capital Resources

The Company 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.  At March 31, 2001, stockholders
equity was $5,060,700 versus $4,861,300 at December 31, 2000.  The Company paid a ten (10%) percent stock
dividend in 2000, 1999 and 1998.  The
Bank paid cash dividends totaling $100,000, $50,000 and $50,000  to the Corporation in 2000, 1999 and 1998.

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.

Under current rules, all banks are
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
10.75% and a total risk-based capital ratio of 11.67% at March 31, 2001, 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 7.53% March 31, 2001.

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.  In addition, the Bank has lines of credit
from the Federal Home Loan Bank of San Francisco of approximately $7,027,900
and a $1,000,000 federal funds line of credit with the Pacific Coast Bankers
Bank to meet temporary liquidity requirements.

As a matter of policy, the Bank
seeks to maintain a level of liquid assets, including marketable investment
securities, equal to a least 10 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 primary liquidity at March 31, 2001 was 25.88 percent, while its average
loan to deposit ratio for the three months ended March 31, 2001 was 78.16
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.

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 March 31, 2001
the affect of a 2% increase in the federal funds sold rate, expressed, as a
percentage of equity, was a positive 2.0%, while a 2% decrease in the fed funds
rate was a negative 3.1% of equity.

The Corporation's sources of
revenues and liquidity are the dividends, tax equalization payments or
management fees from the Bank, gains on securities held in a trading account
and the line of credit from the Pacific Coast Bankers' Bank.  The ability of the Bank to pay such items to
the Corporation is subject to limitations under state and Federal law.



Investment Securities

The following table sets forth the
book and market value of the Bank's investment securities at March 31, 2001:



INVESTMENT PORTFOLIO
  MIXMarch 31, 2001Book
  Value

  Market
  ValueAvailable
  for sale:Federal
  Home Loan Bank Stock

  273

  273Pacific
  Coast Bankers' Bank Stock

  350

  350U.S.
  Government Agencies

  12,214

  12,158Total

  12,837

  12,781

The following table summarizes the
maturity of the Bank's investment securities at March 31, 2001:



INVESTMENT PORTFOLIO
  MATURITIES(Dollars in thousands)1 year
  or less

  over 1
  through
  5 years

  over 5
  through
  10 years

  over 10
  yearsU.S.
  Government Agency Securities

  ---

  ---

  3,953

  8,261Other
  Securities

  623

  ---

  ---

  ---Total

  623

  ---

  3,953

  8,261



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:   May 7, 2001

  By:

  s/s Charles T. Chrietzberg, Jr.Charles T. Chrietzberg, Jr.Chief Executive Officerand PresidentDate:  May 7, 2001

  By:

  s/s Bruce N. WarnerBruce N. WarnerChief Financial Officer andPrincipal Accounting Officer