<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 
             SEPTEMBER 30, 1997

     -----   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: (408) 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  November 3, 1997, the Corporation had 858,526 shares of common 
stock outstanding.


<PAGE>

                        NORTHERN CALIFORNIA BANCORP, INC.
                                  AND SUBSIDIARY

                            CONSOLIDATED BALANCE SHEET

                                                     SEPTEMBER 30   DECEMBER 31
                                                         1997          1996
                                                     ------------   -----------
ASSETS:

Cash and Cash Equivalents                               2,991,200     9,820,100
Investment Securities, available for sale (Note 1)        475,000       299,800
Investment Securities, held to maturity (Note 1)        3,993,200     2,500,200
Federal Funds Sold                                      6,800,000             0
Loans Held for Sale                                       614,600       414,500
Gross Loans (Note 2)                                   26,063,700    24,931,800
Allowance for Possible Loan Losses (Note 3)              (273,100)     (253,500)
Deferred Origination Fees                                 (39,900)      (36,800)
                                                     ------------   -----------
  Net Loans                                            25,750,700    24,641,500
Bank Premises and Equipment, Net                        1,903,700     1,664,200
Interest Receivable and Other Assets                    1,294,400     1,458,800
                                                     ------------   -----------
    Total Assets                                       43,822,800    40,799,100
                                                     ------------   -----------
                                                     ------------   -----------

LIABILITIES AND SHAREHOLDERS' EQUITY:

Total Deposits (Note 4)                                37,223,600    36,167,100
Interest Payable and Other Liabilities                  3,408,100     1,733,800
                                                     ------------   -----------
    Total Liabilities                                  40,631,700    37,900,900
                                                     ------------   -----------
Shareholders' Equity:

  Common Stock - No Par Value
    Authorized: 2,500,000 in 1997 and 1996
    Outstanding:879,465 in 1996 and
     858,526 in 1997                                    2,716,800     2,779,600
  Accumulated Earnings                                    400,600       118,600
  Unrealized Gain (Loss) Available
      for Sale Securities                                  73,700             0
                                                     ------------   -----------
    Total Shareholders' Equity                          3,191,100     2,898,200
                                                     ------------   -----------
    Total Liabilities & Shareholders' Equity           43,822,800    40,799,100
                                                     ------------   -----------
                                                     ------------   -----------


                                       2



<PAGE>

                         NORTHERN CALIFORNIA BANCORP, INC.
                                  AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                            Three Months Ended            Nine Months Ended
                                               September 30                  September 30
                                           ----------------------      ------------------------
                                            1997           1996          1997            1996
                                           -------        -------      --------       ---------
<S>                                        <C>            <C>          <C>            <C>
INTEREST INCOME:
  Interest and Fees on Loans               717,400        716,700      2,054,800      2,015,500
  Interest on Time Deposits with
    Financial Institutions                       0          1,700              0          5,500
  Interest on Investment Securities         89,000         25,000        239,000         40,700
  Interest on Gov't Guar SBA Loan Pools          0              0              0           (400)
  Interest on Federal Funds                 76,800         81,500        197,600        267,100
                                           -------        -------      --------       ---------
    Total Interest Income                  883,200        824,900      2,491,400      2,328,400
                                           -------        -------      --------       ---------
INTEREST EXPENSE:
  Interest on Interest-Bearing
    Transaction Accounts                    31,300         27,200         89,500         79,200
  Interest on Savings Accounts              12,600         19,100         36,800         55,700
  Interest on Time Deposits                292,400        269,000        845,300        795,600
  Interest on Other Borrowed Funds          46,000         23,000         80,000         68,600
                                           -------        -------      --------       ---------
    Total Interest Expense                 382,300        338,300      1,051,600        999,100
                                           -------        -------      --------       ---------
    Net Interest Income                    500,900        486,600      1,439,800      1,329,300

PROVISION FOR POSSIBLE LOAN LOSSES          60,000         20,000        120,000         45,000
                                           -------        -------      --------       ---------
    Net Interest Income After
      Provision for Possible Loan Losses   440,900        466,600      1,319,800      1,284,300
                                           -------        -------      --------       ---------
NONINTEREST INCOME:
  Service Charges on Deposit Accounts       76,600         95,300        254,800        270,600
  SBA Loan Sales & Servicing Income        107,100         70,800        224,700        250,600
  Other Operating Income                   122,700        100,100        308,900        264,600
                                           -------        -------      --------       ---------
    Total Non-interest Income              306,400        266,200        788,400        785,800
                                           -------        -------      --------       ---------
NONINTEREST EXPENSE:
  Salaries and Employee Benefits           300,900        280,100        914,400        857,500
  Occupancy and Equipment Expense           68,900         64,600        187,000        195,300
  Professional Fees                         11,100         17,000         66,300         60,100
  Data Processing                           40,800         36,700        129,200        107,500
  FDIC & State Assessments                   4,900          2,900         15,900          8,600
  Other Operating Expenses                 168,400        172,200        513,100        497,800
                                           -------        -------      --------       ---------
    Total Non-interest Expense             595,000        573,500      1,825,900      1,726,800
                                           -------        -------      --------       ---------
    NET INCOME (LOSS)                      152,300        159,300        282,300        343,300
                                           -------        -------      --------       ---------
                                           -------        -------      --------       ---------
INCOME (LOSS) PER COMMON SHARE                0.15           0.16           0.27           0.34
                                           -------        -------      --------       ---------

</TABLE>

                                       3

<PAGE>

                        NORTHERN CALIFORNIA BANCORP, INC.
                                  AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                                           1997          1996
                                                       ----------    ----------
NET INCOME                                                282,300       343,300
Adjustments to net income:
  Depreciation and amortization expense                    80,900        91,800
  Amortization/Accretion on investments                      (500)       53,200
  (Gain) loss on sale of securities                             0        (5,700)
  Provision for possible loan losses                      120,000        45,000
  Increase in deferred servicing premium                  (51,500)            0
  Amortization of deferred servicing premium               15,100         6,100
  Amortization of deferred income                          (3,300)       (3,100)
  Increase (decrease) in accrued expenses                (184,400)     (218,800)
  (Increase) decrease in prepaid expenses                 175,900       168,900
  Increase (decrease) in interest payable                (138,000)       (3,700)
  (Increase) decrease in interest receivable               24,900        (9,100)
  (Increase) decrease in loans held for sale             (200,100)      456,200
                                                       ----------    ----------
  Total adjustments to net income                        (161,000)      580,800
                                                       ----------    ----------
                                                       ----------    ----------
Net cash provided (used) by operations                    121,300       924,100

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturity of due from time                       0        99,000
  Proceeds from maturity of investments                 2,000,000       200,000
  Proceeds from sale of investments                             0       497,100
  Principal payments on investments                             0        78,600
  Purchase of securities                               (3,667,700)   (2,554,500)
  Unrealized gain (loss) available for sale securities     73,700         5,600
  Net (increase) decrease in loans                     (1,229,200)   (4,106,900)
  Proceeds from sale of equipment                               0        12,000
  Capital expenditures                                   (320,400)      (28,500)
  Stock Repurchase                                        (62,800)            0
                                                       ----------    ----------
Net cash provided (used) in investing activities       (3,206,400)   (5,797,600)
                                                       ----------    ----------
                                                       ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in deposit accounts           1,056,500     2,372,900
  Net increase (decrease) in borrowed funds             2,000,000
Net cash provided (used) by financing activities        3,056,500     2,372,900
                                                       ----------    ----------
                                                       ----------    ----------

Net increase (decrease) in cash & cash equivalents        (28,900)   (2,500,600)
Cash & cash equivalents - beginning of year             9,820,100    10,328,900
                                                       ----------    ----------
                                                       ----------    ----------

Cash & cash equivalents - end of year                   9,791,200     7,828,300


                                       4

<PAGE>

                            NOTES TO FINANCIAL STATEMENTS

                                                       SEPTEMBER 30  DECEMBER 31
                                                           1997         1996
                                                       ------------   ---------
(NOTE 1) INVESTMENT SECURITIES:

Available for sale:
  Federal Home Loan Bank Stock                            325,100       299,800
  Pacific Coast Bankers Bank Stock                        149,900             0
                                                      -----------   -----------
                                                      -----------   -----------
                                                          475,000       299,800
Held to maturity:
  US Treasury Securities                                  499,800       499,600
  US Agency Securities                                  3,493,400     2,000,600
                                                      -----------   -----------
                                                        3,993,200     2,500,200
                                                      -----------   -----------
                                                      -----------   -----------

(NOTE 2) GROSS LOANS:
  Commercial and Industrial                            10,217,100     9,705,400
  Real Estate - Construction                                    0             0
  Real Estate - Mortgage                               15,098,700    14,335,900
  Installment                                             457,100       583,200
  Government Guaranteed Loans Purchased                   290,800       307,300
                                                      -----------   -----------
  Gross Loans                                          26,063,700    24,931,800
                                                      -----------   -----------
                                                      -----------   -----------

(NOTE 3) ALLOWANCE FOR POSSIBLE LOAN LOSSES:
  Balance at Beginning of Period                          253,500       224,800
  Recoveries                                                1,800        20,700
  Provision for Possible Loan Losses                      120,000        52,500
  Loans Charged Off                                      (102,200)      (44,500)
                                                      -----------   -----------
  Balance at End of Period                                273,100       253,500
                                                      -----------   -----------
                                                      -----------   -----------
(NOTE 4) DEPOSITS:
  Demand                                                7,828,700     7,572,300
  Interest-Bearing Transaction                          7,358,500     6,792,200
  Savings                                               2,285,400     2,598,400
  Time Under $100,000                                  12,350,600    12,355,000
  Time Equal to or Greater than $100,000                7,400,400     6,849,200
                                                      -----------   -----------
                                                       37,223,600    36,167,100
                                                      -----------   -----------
                                                      -----------   -----------

(NOTE 5) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Payments during the period ending:                      9/30/97       9/30/96
                                                      -----------   -----------
    Interest                                              971,700       999,100
    Income Taxes                                           67,600        63,900


                                       5

<PAGE>

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  has had no activities 
other than its organization.
     
     For the nine months ended September 30, 1997 net income was $282,300, a 
decrease of $61,000 when compared to the same period in 1996.  The decrease 
in earnings during this period was the result of a $35,500 increase in net 
interest income after provision for loan losses, a $2,600 increase in net 
non-interest income, and a $99,100 in increase in non-interest expense.


                                      6

<PAGE>

     The following table sets forth certain selected financial ratios of the 
Corporation at, and for the nine months ended, September 30, 1997 and 1996.

                               For the nine months        For the nine months
                            Ended September 30, 1997   Ended September 30, 1996
                            ------------------------   ------------------------
                                (Dollars in thousands except per share data)

Summary of Operating Results:

Total interest income                   2,491                   2,328
Total interest expense                  1,052                     999
                                      -------                 -------
Net interest income                     1,440                   1,329

Provision for possible
   loan losses                            120                      45
                                      -------                 -------
Net interest income after
   provision for loan loss              1,320                   1,284

Total other income                        788                     786
Total other expense                     1,763                   1,663
                                      -------                 -------

Income (loss) before taxes                345                     407
Provision for income tax                   63                      64
                                      -------                 -------

Net income (loss)                         282                     343


Per Common Share Data:

Net income (1)                           0.28                    0.34
Book value, end of period                3.64                    3.55
Avg. shares outstanding (2)           871,525                 879,465

Balance Sheet Data:

Total loans, net of
   unearned income (3)                 26,638                  25,875
Total assets                           43,824                  39,154
Total deposits                         37,224                  36,029
Stockholders' equity                    3,191                   3,125


                                      7

<PAGE>

                               For the nine months        For the nine months
                            Ended September 30, 1997   Ended September 30, 1996
                            ------------------------   ------------------------

Selected Financial Ratios (4):

Return on average assets(5)              0.92%                   1.22%

Return on average
   stockholders' equity(5)              12.39%                  15.74%

Net interest spread                      4.80%                   4.88%

Net interest margin                      5.46%                   5.50%

Avg. shareholders' equity
   to average assets                     7.82%                   7.74%

Risked-Based capital ratios
    Tier 1                              11.73%                  11.24%
    Total                               10.77%                  10.24%
Total loans to total deposits
   at end of period                     71.56%                  71.82%

Allowance to total loans
   at end of period                      1.03%                   1.01%

Non-performing loans to total
   loans at end of period                1.20%                   1.44%

Net charge-offs to
   average loans                         0.39%                   0.03%


(1)  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
     employee stock options. The weighted average number of shares used for this
     computation was 1,036,243 and 1,021,965 for September 30, 1997 and 1996,
     respectively.

(2)  Weighted average common shares.

(3)  Includes loans being held for sale.

(4)  Averages are of daily balances.

(5)  September 30, 1997 calculated on an annualized basis.


                                      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 nine month period ended September 30, 1997 
was $1,439,800 compared to $1,329,300 for the same period in 1996.  The 
increase of $101,500 resulted from total interest income increasing $163,000, 
while total interest expense increased $52,500.  Average interest earning 
assets increased $2,801,000 (8.69%), while the average rate earned decreased 
17 basis points. The decrease in the average interest rate earned was due to 
increased investment in instruments other than loans, which bear lower yields 
than loans.  Average interest bearing liabilities increased $2,147,000 
(8.25%), while the average rate paid decreased 9 basis points, reflecting 
decreases in certificate of deposit rates.      

     The following table shows the components of the Bank's net interest 
income, setting forth, for each the nine months ended September 30, 1997 and 
1996, (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.


                                      9

<PAGE>

INTEREST SPREAD ANALYSIS:

<TABLE>
<CAPTION>
                                             The Nine Months                  The Twelve Months
                                            Ended September 30,               Ended December 31,
                                       1997                  1996                    1996
                                ------------------     ----------------       -------------------
                                       Int    Avg            Int    Avg               Int     Avg
                                Avg    Earn     %      Avg   Earn     %       Avg     Earn      %
                                Bal    Paid   Rate     Bal   Paid   Rate      Bal     Paid    Rate
                                ---    ----   ----     ---   ----   ----      ---     ----    ----
                                                                (Dollars in thousands)
<S>                           <C>       <C>   <C>     <C>     <C>    <C>    <C>      <C>     <C>
Interest Earning Assets:           
                                   
Int-bearing deposits               
  at other banks                  0       0   0.00       94      5   7.09       71       5    7.04
Investment securities(1)      4,469     239   7.13    1,089     41   5.02    1,519      90    5.92
Federal funds sold            4,877     198   5.40    6,696    267   5.32    6,460     341    5.28
                              -----   -----           -----  -----           ---------------------
                                   
Total investments             9,346     437   6.23    7,879    313   5.30    7,979     436    5.46
                                   
Loans                              
  Real estate                14,426   1,108  10.24   12,619    961  10.15   13,138   1,368   10.41
  Installment                   556      47  11.27      734     66  11.90      686      80   11.66
  Commercial                 10,698     894  11.14   10,993    989  12.00   10,823  1256.4   11.61
                             ------   -----          ------  -----          ----------------------

Total loans                  25,680   2,049  10.64   24,345  2,016  11.04   24,647   2,704   10.97
                                   
Total Interest                     
  earning assets             35,026   2,486   9.46   32,225  2,329   9.63   32,626   3,140    9.63
                             ------   -----          ------  -----          ----------------------
                             ------   -----          ------  -----          ----------------------

Interest Bearing Liabilities:      
                                   
Int-bearing demand            5,171      55   1.41    4,407     46   1.39    4,534      64    1.41
Money market savings          1,944      35   2.38    1,860     33   2.37    1,911      45    2.35
Savings deposits              2,225      37   2.21    2,529     56   2.94    2,541      70    2.75
Time deposits > $100M         6,829     298   5.82    5,666    247   5.82    5,698     338    5.93
Time deposits < $100M        12,013     547   6.08   11,572    548   6.32   11,774      73   56.24
Other Borrowing               1,879      80   5.68    2,000     69   4.58    1,790      83    4.64
                             ------   -----          ------  -----          ----------------------
Total interest                     
  bearing liabilities        30,061   1,052   4.66   28,034    999   4.75   28,249    1,334   4.72
                             ------   -----          ------  -----          ----------------------
                             ------   -----          ------  -----          ----------------------

Net interest income                   1,434                  1,329                    1,806
                                   
Net interest spread                           4.80                   4.88                     4.91
                                   
Net yield on interest              
  earning assets                              5.46                   5.50                     5.54

(1) Yield in 1996 negatively impacted by $9,800 write off of premium due to the early payoff of an SBA
    Guaranteed Pool.
</TABLE>


                                      10

<PAGE>

INTEREST SPREAD ANALYSIS (CONTINUED):

<TABLE>
<CAPTION>
                                         Nine Months                Twelve Months
                                      Ended September 30,          Ended December 31,
                                         1997 vs 1996                 1996 vs 1995
                                         ------------                 ------------
                                      Increase(Decrease)           Increase(Decrease)
                                        Due to changes               Due to Changes
                                  --------------------------    --------------------------
                                   Avg        Avg                Avg        Avg
                                  Volume      Rate     Total    Volume      Rate     Total
                                  --------------------------    --------------------------
                                                     (Dollars in thousands)

<S>                               <C>         <C>      <C>      <C>        <C>       <C>
Interest Earning Assets:

Int-bearing deposits
  at other banks                      (5)        0        (5)      (17)       (2)      (19)
Invest securities                    127        71       198        21        (7)       14
Federal funds sold                   (73)        3       (69)       75       (13)       62
                                  --------------------------    --------------------------

Total investments                     93       (34)       59        85       (28)       57

Loans
  Real estate                        138        10       147        52       (55)       (3)
  Installment                        (16)       (3)      (19)      (35)        3       (32)
  Commercial                         (27)      (69)      (95)       89        78       166
                                  --------------------------    --------------------------
  Total loans                        111       (77)       33       107        24       131

Total Interest Earning Assets        202       (45)      147       239       (49)      190
                                  --------------------------    --------------------------
                                  --------------------------    --------------------------

Interest Bearing Deposits:

Int-bearing demand                     8         1         2        (0)        3         3
Money market savings                   1         0         2         1         2         3
Savings deposits                      (7)      (12)      (19)       (8)       (3)      (11)
Time deposits >$100M                  51        (0)       51        41        (5)       36
Time deposits < $100M                 21       (22)       (1)      121         9       130
Other Borrowing                       (4)       15        11       (10)        1        (9)
                                  --------------------------    --------------------------

Total interest bearing deposits       72       (20)       53       100        51       151
                                  --------------------------    --------------------------
                                  --------------------------    --------------------------

Net change in net interest           130      (139)       94       139      (100)       39
</TABLE>

                                      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 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 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                                       2.00%
               SBA Loans - Unguaranteed portion                 2.00%
               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 September 30, 1997 and 1996 the Bank's 
allowance stood at 1.02 percent and 1.01 percent of gross loans, 
respectively.  A provision of $120,000 was made to the allowance during the 
nine months ended September 30, 1997, compared to a provision of $45,000 in 
the same period in 1996.  Charged off loans during the nine months ended 
September 30, 1997 and


                                       12

<PAGE>

1996 totaled $102,200 and $20,000 respectively.  Recoveries for the same 
periods were $1,800 and $13,000, respectively.

     The Bank's non-performing (delinquent 90 days or more and non-accrual) 
loans as a percentage of total loans was 1.19 percent at September 30, 1997 
compared with 1.44 percent at September 30, 1996 and 1.13 percent at December 
31, 1996.

     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 nine months ended September 30, 1997 
was $788,400, compared with $785,800 for the same period in 1996.  The 
increase of $2,600 was the result of a $15,800 decrease in service charges 
on deposit accounts, while income from SBA loan sales and servicing decreased 
$25,900 and income from other service charges, commissions and fees increased 
$44,300. Merchant credit card processing accounted for $27,500 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.


                                       13

<PAGE>

NON-INTEREST EXPENSE

     Salary and benefits expense for the nine months ended September 30, 1997 
increased $56,900 compared with the same period in 1996.  The increase was 
primarily due to employee merit pay increases and additions to staff 
resulting from the opening of the Pacific Grove Branch office.

     Total occupancy and equipment expense for the nine months ended 
September 30, 1997 was $187,000 compared to $195,300 for the same period in 
1996.  The decrease of $8,300 was due to decreases in equipment rental 
($7,800), maintenance expense ($1,700) and net merchant terminal expense 
($5,400) while depreciation expense increased ($6,300).

     Data processing expense for the nine months ended September 30, 1997 
increased $21,700 compared to the same period in 1996.  The increase was due 
to a 2.7% cost of living increase, effective April 1997 and increased numbers 
of accounts and transactions.

       For the nine months ended September 30, 1997 professional fees 
increased $6,200 compared to the same period in 1996.

     Other expenses for the nine months ended September 30, 1997 totaled 
$513,100 compared with $497,800 for the same period in 1996.  Significant 
changes occurred in the following categories with increases in advertising 
($23.600), FDIC and State Assessments ($7,300), bank security ($8,200), 
postage ($4,300), subscriptions/publications ($3,600) and travel ($10,200); 
decreases occurred in business development ($20,300), collection expense 
($7,200), dues/memberships ($4,800), SBA loan expense ($12,200) and 
stationary and supplies ($3,600).

LOANS

     Loans represented 73.32% of average earning assets, and 62.91% of 
average total assets for the nine months ended September 30, 1997, compared 
with 75.55% and 64.89%, respectively during 1996.  For the nine months ended 
September 30, 1997 average loans increased 5.48% from $24,346,000 for the 
same period in 1996 to $25,679,000.  Average real estate loans increased 
$1,807,000 (14.32%), installment loans decreased $178,000 (24.23%); while 
average commercial loans decreased $295,000 (2.69%).   

     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


                                       14

<PAGE>

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 the 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.


                                       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"):

                                                  Nine Months Ended
                                                    September 30,
                                                   1997         1996
                                                   ----         ----
                                                 (Dollars in thousands)
     Accruing,
     past due 90 days or more:
     -------------------------

     Real Estate                                    195              0
     Commercial                                       0            262
     Installment                                      0              0
     Other                                            0              0
                                                   ----           ----
         Total accruing                             195            262


     Nonaccrual Loans:
     -----------------
     Real Estate                                     67              0
     Commercial                                      31             86
     Installment                                     25             25
     Other                                            0              0
                                                   ----           ----
         Total non-accrual                          123            111

         Total non-performing                       318            373

     Total loans end of period                   26,678         25,915

     Ratio of non-performing loans
         to total loans at end of period           1.19%          1.44%


                                       16


<PAGE>

     The ratio of non-performing loans at September 30, 1997 was 
significantly impacted by one loan that represented 61% of the total 
non-performing.  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

                                    Nine Months Ended     Nine Months Ended
                                    September 30, 1997    September 30, 1996
                                    ------------------    ------------------
                                             (Dollars in thousands)

Average loans outstanding                 25,680                 24,345

Allowance, beginning of period               254                    225

Loans charged off during period:
    Commercial                               101                     14
    Installment                                1                      5
    Real Estate                                0                      0
    Other                                      0                      1
                                            ----                 ------
    Total charged off                        102                     20

Recoveries during period:
    Commercial                                 1                      1
    Installment                                1                     12
    Other                                      0                      0
                                            ----                 ------
    Total recoveries                           2                     13

Net Loans charged off
    during the period                        100                      7

Additions to allowance for
    possible loan losses                     120                     45

Allowance, end of period                     273                    263

Ratio of net loans charged off to
    average Loans outstanding
    during the period                       0.39%                  0.03%

Ratio of allowance to total
    at end of period                        1.01%                  1.01%


                                       17

<PAGE>

FUNDING SOURCES

     Average deposits for the nine months ended September 30, 1997 were 
$35,464,000 an increase of 10.38% compared with the average balance for 1996. 
Average certificates of deposit represented 53.13% of average deposits for 
the nine months ended September 30, 1997.  Average interest checking account, 
money market and savings accounts as a group were 26.33% of average deposits. 
Average demand deposits represented 20.55% of average deposits.  The trend 
of deposits shifting to certificates of deposit has continued, resulting in a 
increased cost of funds.

     The Bank has a line of credit with the Federal Home Loan Bank of San 
Francisco.  Three advances from the Federal Home Loan Bank with initial 
maturities of more than one year totaled $3,000,000 at September 30, 1997.  
Each advance is for $1,000,000 with interest rates of 4.88%, 6.53 and 6.81% 
and maturity dates of October 1998, June 2000 and June 2004.  Management 
believes that these advances provide funds of medium duration at a lower cost 
than comparable deposits.  The Bank did not utilize any short term borrowings 
in 1997, 1996 or 1995.

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 September 30, 
1997, stockholders' equity was $3,191,100 versus $2,898,200 at December 31, 
1996.  The Company paid a cash dividend of $0.11 per share in 1996.  The Bank 
paid cash dividends of $0.10 per share in both 1995 and 1994.

     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 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 10.77% and a total risk-based 
capital ratio of 11.73% at September 30, 1997 (calculated under regulatory 
accounting principles), 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 7.71% at September 30, 1997 (calculated under 
regulatory accounting principles).


                                       18

<PAGE>

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 a line of credit from the Federal Home Loan Bank of San Francisco of 
approximately $5,000,000 and a $1,000,000 Federal Funds borrowing line 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 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 primary liquidity at September 30, 1997 was 
29.29 percent, while its average loan to deposit ratio for the nine months 
ended September 30, 1997 was 72.41 percent.  The high level of liquidity has 
an adverse impact on interest income.

     The following table sets forth the interest rate sensitivity 
distribution of the Bank's interest-earning assets and interest-bearing 
liabilities as of September 30, 1997, the Bank's interest rate sensitivity 
gap ratio (i.e., the difference between interest rate sensitive assets and 
interest rate sensitive liabilities divided by total assets) and the Bank's 
cumulative interest rate sensitivity gap ratio.  For purposes of the table, 
except for savings deposits and money market, an asset or liability is 
considered rate sensitive within a specified period when it matures or could 
be repriced within such period in accordance with its contractual terms.  
More than all of the Bank's interest rate sensitivity gap is offset by 
non-interest bearing sources of funds (demand deposits and capital). 
Generally, a bank with a positive rate sensitivity gap ratio can anticipate 
that increases in market rates of interest will have a favorable impact on 
net interest income, while decreases will have unfavorable impact.  Banks 
with a negative interest rate sensitivity gap will experience the reverse.  
The Bank's one year cumulative interest sensitivity gap of 1.14 percent, 
indicating assets and liabilities maturing or repricing within one year are 
almost equal.


                                       19

<PAGE>

<TABLE>
<CAPTION>
                                                 Over 3 mos.  Over 1 year    Over 3        Over 5
                                     3 Months     through       through      Through      through    Over 15
                                      or less      1 Year       3 years      5 years      15 years    years
                                     --------     -------       -------      -------      --------   -------
<S>                                  <C>          <C>           <C>          <C>          <C>        <C>
INTEREST EARNING ASSETS:
Investment Securities                    --           500         --            --          2,993        500
Federal Funds Sold                     6,800          --          --            --            --         --
Loans                                 11,823        3,444        3,381         3,482          615      3,848
                                     -------       ------       ------         -----        -----      -----
                                      18,623        3,944        3,381         3,482        3,608      4,348

INTEREST BEARING LIABILITIES:
Savings Deposits                       2,285          --           --            --           --        --
Money Market Accounts                  7,359          --           --            --           --        --
Certificates Over $100,000             3,044        1,999        2,118           240          --        --
Other Time Deposits                    2,056        5,325        4,499           471          --        --
Other Borrowings                         --           --         1,000           --         1,000       --
                                     -------       ------       ------         -----        -----      -----
             Total                    14,744        7,324        7,617           710        1,000       --

Total Assets                          43,823
Interest rate sensitivity gap          3,879       -3,380       -4,236        2,772        2,608      4,348
Cumulative interest sensitivity gap    3,879          499       -3,737         -965        1,643      5,991
Interest rate sensitivity ratio         8.85%      -7.71%       -9.67%        6.33%        5.95%      9.92%
Cumulative interest rate
  sensitivity gap ratio                 8.85%       1.14%       -8.53%       -2.20%        3.75%     13.67%

</TABLE>

                                       20

<PAGE>

     Except as noted, the table above indicates the time periods in which 
interest-earning assets and interest-bearing liabilities will theoretically 
mature or are otherwise subject to repricing in accordance with their 
contractual terms.  However, this table does not necessarily indicate the 
impact of general interest rate movements on the Bank's net interest yield 
because the repricing of various categories or assets and liabilities is 
discretionary and is subject to competitive and other pressures.  As a 
result, various assets and liabilities indicated as repricing within the same 
period may, in fact, reprice at different times and at different interest 
rate levels.

     The Corporation has minimal cash on hand and no sources of revenues or 
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.

INVESTMENT SECURITIES

     The following table sets forth the book and market value of the Bank's 
investment securities as of September 30, 1997:

                       INVESTMENT PORTFOLIO MIX
                                                  September 30, 1997
                                                   Book          Market
                                                   value          value
                                                   -----         ------
                                                  (Dollars in thousands)
     Available for sale:
     Pacific Coast Banker's Bank Stock              150            150
     Federal Home Loan Bank Stock                   325            325
                                                   ----           ----
                                                    475            475
     Held to maturity:
     U. S. Treasury Securities                      500            501
     U. S. Government Agency Securities            3493           3502
                                                   ----           ----
                                                   3993           4003

     Total                                         4468           4478
                                                   ----           ----
                                                   ----           ----
     The following table summarizes the maturity of the Bank's investment 
securities at September 30, 1997:

                      INVESTMENT PORTFOLIO MATURITIES
                              (Dollars in thousands)

<TABLE>
<CAPTION>
                                                 Over 3 mos.  Over 1 year    Over 3        Over 5
                                     3 Months     through       through      Through      through    Over 15
                                      or less      1 Year       3 years      5 years      15 years    years
                                     --------     -------       -------      -------      --------   -------
<S>                                  <C>          <C>           <C>          <C>          <C>        <C>
U. S. Treasury Securities               ---         500           ---          ---           ---        ---
U. S. Agency Securities                 ---         ---           ---          ---          2993        500
Other Securities                        475         ---           ---          ---           ---        ---
                                     --------     -------       -------      -------      --------   -------
Total                                   475         500             0            0          2993        500
</TABLE>


                                       21

<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:  NOVEMBER 5, 1997       By:  /s/ CHARLES T. CHRIETZBERG, JR.
                              -------------------------------------
                              Charles T. Chrietzberg, Jr.
                              Chief Executive Officer
                              and President


Date: NOVEMBER 5, 1997        By:  /s/ BRUCE N. WARNER
                              -------------------------------------
                              Bruce N. Warner
                              Chief Financial Officer and
                              Principal Accounting Officer



                                       22