UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2005

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO _____________


                                    000-50914
                            ________________________
                            (Commission File Number)


                             Bridge Capital Holdings
             ______________________________________________________
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                            80-0123855
_______________________________                           ______________________
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                    55 ALMADEN BOULEVARD, SAN JOSE, CA 95113
          ____________________________________________________________
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (408) 423-8500
                                                           ______________


Bridge Bank,  N.A. (1) has filed all reports  required to be filed by section 13
or 15(d) of the  Securities  Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]  No [ ].

Indicate by  checkmark  whether  registrant  is an  accelerated  filer (as
defined by in Rule 12b-2 of the Exchange  Act).  Yes [ ] No [X]

The number of shares of Common Stock outstanding as of July 15, 2005: 6,165,759


                                       1


<PAGE>


                           FORWARD-LOOKING STATEMENTS


IN  ADDITION TO THE  HISTORICAL  INFORMATION,  THIS  QUARTERLY  REPORT  CONTAINS
CERTAIN  FORWARD-LOOKING  INFORMATION  WITHIN THE  MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED,  AND SECTION 21E OF THE SECURITIES  EXCHANGE
ACT OF 1934, AS AMENDED,  AND WHICH ARE SUBJECT TO THE "SAFE HARBOR"  CREATED BY
THOSE SECTIONS.  THE READER OF THIS QUARTERLY REPORT SHOULD  UNDERSTAND THAT ALL
SUCH FORWARD-LOOKING  STATEMENTS ARE SUBJECT TO VARIOUS  UNCERTAINTIES AND RISKS
THAT COULD AFFECT THEIR  OUTCOME.  THE  COMPANY'S  ACTUAL  RESULTS  COULD DIFFER
MATERIALLY FROM THOSE SUGGESTED BY SUCH FORWARD-LOOKING  STATEMENTS.  SUCH RISKS
AND UNCERTAINTIES INCLUDE, AMONG OTHERS, (1) COMPETITIVE PRESSURE IN THE BANKING
INDUSTRY INCREASES  SIGNIFICANTLY;  (2) CHANGES IN THE INTEREST RATE ENVIRONMENT
REDUCES  MARGINS;  (3)  GENERAL  ECONOMIC   CONDITIONS,   EITHER  NATIONALLY  OR
REGIONALLY, ARE LESS FAVORABLE THAN EXPECTED,  RESULTING IN, AMONG OTHER THINGS,
A DETERIORATION  IN CREDIT QUALITY;  (4) CHANGES IN THE REGULATORY  ENVIRONMENT;
(5) CHANGES IN BUSINESS  CONDITIONS  AND  INFLATION;  (6) COSTS AND  EXPENSES OF
COMPLYING WITH THE INTERNAL CONTROL PROVISIONS OF THE SARBANES-OXLEY ACT AND OUR
DEGREE OF SUCCESS IN ACHIEVING  COMPLIANCE;  (7) CHANGES IN SECURITIES  MARKETS,
(8) FUTURE CREDIT LOSS EXPERIENCE;  (9) CIVIL  DISTURBANCES OR TERRORIST THREATS
OR ACTS, OR APPREHENSION  ABOUT POSSIBLE FUTURE OCCURANCES OF ACTS OF THIS TYPE;
AND (10) THE  INVOLVEMENT  OF THE  UNITED  STATES  IN WAR OR OTHER  HOSTILITIES.
THEREFORE,  THE  INFORMATION  IN  THIS  QUARTERLY  REPORT  SHOULD  BE  CAREFULLY
CONSIDERED WHEN EVALUATING THE BUSINESS PROSPECTS OF THE COMPANY.

FORWARD-LOOKING  STATEMENTS ARE GENERALLY  IDENTIFIABLE BY THE USE OF TERMS SUCH
AS "BELIEVE", "EXPECT", "INTEND", "ANTICIPATE", "ESTIMATE", "PROJECT", "ASSUME,"
"PLAN," "PREDICT," "FORECAST," "IN MANAGEMENT'S OPINION," "MANAGEMENT CONSIDERS"
OR SIMILAR  EXPRESSIONS.  WHEREVER SUCH PHRASES ARE USED, SUCH STATEMENTS ARE AS
OF AND BASED UPON THE KNOWLEDGE OF MANAGEMENT,  AT THE TIME MADE AND ARE SUBJECT
TO CHANGE BY THE PASSAGE OF TIME AND/OR SUBSEQUENT  EVENTS, AND ACCORDINGLY SUCH
STATEMENTS  ARE  SUBJECT TO THE SAME RISKS AND  UNCERTAINTIES  NOTED  ABOVE WITH
RESPECT TO FORWARD-LOOKING STATEMENTS.

ALL OF THE  COMPANY'S  OPERATIONS  AND  MOST OF ITS  CUSTOMERS  ARE  LOCATED  IN
CALIFORNIA.  OTHER EVENTS, INCLUDING THOSE OF SEPTEMBER 11, 2001, HAVE INCREASED
THE  UNCERTAINTY  RELATED TO THE NATIONAL AND  CALIFORNIA  ECONOMIC  OUTLOOK AND
COULD HAVE AN EFFECT ON THE FUTURE  OPERATIONS OF THE COMPANY OR ITS  CUSTOMERS,
INCLUDING BORROWERS.  THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY DISCLAIMS
ANY OBLIGATION, TO UPDATE ANY FORWARD-LOOKING  STATEMENTS TO REFLECT OCCURRENCES
OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS.

THE READER  SHOULD REFER TO THE MORE  COMPLETE  DISCUSSION  OF SUCH RISKS IN THE
COMPANY'S ANNUAL REPORTS ON FORM 10-K.


                                       2


<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                     Bridge Capital Holdings and Subsidiary
                            Balance Sheet (unaudited)
                             (dollars in thousands)


                                                                         June 30,       December 31,
                                                                           2005             2004
                                                                        ____________________________
<S>                                                                     <C>              <C>
ASSETS

CASH AND DUE FROM BANKS                                                 $  17,252        $   6,535
FEDERAL FUNDS SOLD                                                         50,765           62,675
                                                                        __________________________
  Total cash and equivalents                                               68,017           69,210
                                                                        __________________________

INVESTMENT SECURITIES AVAILABLE FOR SALE                                   68,361           26,298
LOANS, net of allowance for credit losses of $4,886 at
June 30, 2005 and $4,146 at December 31, 2004                             343,070          289,467

PREMISES AND EQUIPMENT, net                                                 2,420            2,215
ACCRUED INTEREST RECEIVABLE                                                 1,790            1,366
OTHER ASSETS                                                               14,822           13,481
                                                                        __________________________
   TOTAL                                                                $ 498,480        $ 402,037
                                                                        ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY

DEPOSITS:
  Demand noninterest-bearing                                            $ 178,245        $ 126,895
  Demand interest-bearing                                                   3,398            3,946
   Money market and savings                                               209,047          169,801
  Time                                                                     55,604           51,814
                                                                        __________________________
     Total deposits                                                       446,294          352,456
                                                                        __________________________

OTHER BORROWINGS                                                           12,000           12,000
ACCRUED INTEREST PAYABLE                                                      104               69
OTHER LIABILITIES                                                           4,278            4,390
                                                                        __________________________
     Total liabilities                                                    462,676          368,915
                                                                        __________________________

COMMITMENTS AND CONTINGENCIES                                                   -                -

SHAREHOLDERS' EQUITY
  Preferred stock, no par value; 10,000,000 shares authorized;
    none issued
  Common stock, no par value; 30,000,000 shares authorized;
     6,165,759 shares issued and outstanding at June 30, 2005.
     6,097,697 shares issued and outstanding at December 31, 2004          33,407           33,057
  Retained earnings                                                         2,519              184
  Accumulated other comprehensive (loss)                                     (122)            (119)
                                                                        __________________________
     Total shareholders' equity                                            35,804           33,122
                                                                        __________________________
     TOTAL                                                              $ 498,480        $ 402,037
                                                                        ==========================

The accompanying notes are an integral part of the financial statements.


                                       3

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                     Bridge Capital Holdings and Subsidiary
                       Statement of Operations (unaudited)
                             (dollars in thousands)

                                                         Three months ended           Six months ended
                                                      ________________________    ________________________
                                                              June 30,                    June 30,
                                                         2005          2004          2005          2004
                                                      ________________________    ________________________
<S>                                                   <C>           <C>           <C>           <C>

INTEREST INCOME:
  Loans                                               $    7,315    $    4,114    $   13,585    $    7,767
  Federal funds sold                                         482           131           703           255
  Investment securities available for sale                   118           152           242           248
                                                      __________    __________    __________    __________
    Total interest income                                  7,915         4,397        14,530         8,270
                                                      __________    __________    __________    __________

INTEREST EXPENSE:
  Deposits:
    Interest-bearing demand                                    6             5            11            13
    Money market and savings                               1,034           402         1,695           815
    Certificates of deposit                                  420           248           734           509
    Other                                                    177                         385
                                                      __________    __________    __________    __________
    Total interest expense                                 1,637           655         2,825         1,337
                                                      __________    __________    __________    __________

Net interest income                                        6,278         3,742        11,705         6,933
  Provision for credit losses                                429           369           762           774
                                                      __________    __________    __________    __________
NET INTEREST INCOME AFTER
  PROVISION FOR CREDIT LOSSES                              5,849         3,373        10,943         6,159
                                                      __________    __________    __________    __________

OTHER INCOME:
  Service charges on deposit accounts                         69           100           137           172
  Gain on sale of SBA loans                                  642           501         1,062         1,386
  Other non interest income                                  425           178           721           343
                                                      __________    __________    __________    __________
     Total other income                                    1,136           779         1,920         1,901
                                                      __________    __________    __________    __________

OTHER EXPENSES:
  Salaries and benefits                                    2,780         1,799         5,332         3,573
  Premises and fixed assets                                  542           486         1,092         1,046
  Other                                                    1,320           809         2,533         1,590
                                                      __________    __________    __________    __________
     Total other expenses                                  4,642         3,094         8,957         6,209
                                                      __________    __________    __________    __________

INCOME BEFORE INCOME TAXES                                 2,343         1,058         3,906         1,851
                                                      __________    __________    __________    __________
Income taxes                                                 964           434         1,570           761
                                                      __________    __________    __________    __________
NET INCOME                                            $    1,379    $      624    $    2,336    $    1,090
                                                      ==========    ==========    ==========    ==========

Basic earnings per share                              $     0.22    $     0.10    $     0.38    $     0.18
                                                      ==========    ==========    ==========    ==========
Diluted earnings per share                            $     0.21    $     0.09    $     0.35    $     0.17
                                                      ==========    ==========    ==========    ==========
Average common shares outstanding                      6,155,897     6,052,157     6,143,788     6,051,776
                                                      ==========    ==========    ==========    ==========
Average common and equivalent shares outstanding       6,677,290     6,586,360     6,676,009     6,592,117
                                                      ==========    ==========    ==========    ==========


The accompanying notes are an integral part of the financial statements.


                                       4

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                      Statements of Cash Flows (unaudited)
                             (dollars in thousands)


                                                                    Six months ended June 30,
                                                                      2005            2004
                                                                    _________       ________
<S>                                                                 <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                                        $   2,336       $  1,090
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Provision for credit losses                                         762            774
      Depreciation and amortization                                       423            459
      Increase in accrued interest receivable and other assets         (1,765)        (1,307)
      Increase in accrued interest payable and other liabilities          (72)           614
                                                                    _________       ________
          Net cash provided by operating activities                     1,684          1,630
                                                                    _________       ________

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of securities available for sale                           (50,197)       (17,455)
  Proceeds from maturity of securities available for sale               8,100          4,100
  Net increase in loans                                               (54,365)       (38,738)
  Purchase of fixed assets                                               (603)          (986)
                                                                    _________       ________
          Net cash used in investing activities                       (97,065)       (53,079)
                                                                    _________       ________

CASH FLOW FROM FINANCING ACTIVITIES:

  Net increase in deposits                                             93,838         60,059
  Common stock issued                                                     350              6
                                                                    _________       ________
Net cash provided by financing activities                              94,188         60,065
                                                                    _________       ________

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS:                       (1,193)         8,616
Cash and equivalents at beginning of period                            69,210         57,547
                                                                    _________       ________
Cash and equivalents at end of period                               $  68,017       $ 66,163
                                                                    =========       ========


OTHER CASH FLOW INFORMATION:
  Cash paid for interest                                            $   2,450       $  1,352
                                                                    =========       ========
  Cash paid for income taxes                                        $   1,250       $    440
                                                                    =========       ========


The accompanying notes are an integral part of the financial statements.


                                       5

</TABLE>


<PAGE>


                             BRIDGE CAPITAL HOLDINGS
                          NOTES TO FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION.

The accompanying  unaudited  consolidated financial statements of Bridge Capital
Holdings (the  "Company") and Bridge Bank, N.A. have been prepared in accordance
with  generally  accepted  accounting  principles  and pursuant to the rules and
regulations  of the SEC.  The  consolidated  financial  statements  include  the
accounts  of  Bridge  Bank,   N.A.  All  material   intercompany   accounts  and
transactions have been eliminated in the consolidated financial statements.  The
interim  financial  data as of June 30, 2005 and for the three months ended June
30, 2005 and June 30, 2004 is unaudited; however, in the opinion of the Company,
the interim data includes all  adjustments,  consisting only of normal recurring
adjustments,  necessary  for a fair  statement  of the  results  for the interim
periods.  Certain  information and note disclosures  normally included in annual
financial  statements have been omitted  pursuant to SEC rules and  regulations;
however,  the Company  believes the disclosures made are adequate to ensure that
the  information  presented is not  misleading.  Results of  operations  for the
quarter  ended  June 30,  2005,  are not  necessarily  indicative  of full  year
results.

The  comparative  balance sheet  information  as of December 31, 2004 is derived
from the audited financial statements.

USE OF ESTIMATES.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets,  liabilities,  revenues and  expenses,  and
disclosure  of  contingent  assets and  liabilities  as of the dates and for the
periods presented. A significant estimate included in the accompanying financial
statements is the allowance  for loan losses.  Actual  results could differ from
those estimates.

EARNINGS PER SHARE.

Basic net income per share is  computed  by dividing  net income  applicable  to
common  shareholders by the weighted average number of common shares outstanding
during the period. Diluted net income per share is determined using the weighted
average number of common shares outstanding during the period,  adjusted for the
dilutive effect of common stock equivalents,  consisting of shares that might be
issued upon  exercise of common  stock  options.  Common stock  equivalents  are
included  in the diluted net income per share  calculation  to the extent  these
shares are dilutive.

<TABLE>
<CAPTION>

Earnings per share calculation

                                            Quarter ended June 30,       Six months ended June 30,
                                              2005           2004           2005           2004
                                           _________________________     _________________________
<S>                                        <C>            <C>            <C>            <C>

Net income                                 $1,379,000     $  624,000     $2,336,000     $1,090,000
                                           _________________________     _________________________

Weighted average shares used in
  computing:
    Basic earnings per share                6,155,897      6,052,157      6,143,788      6,051,776
    Diluted potential common shares
      related to stock options using
    the treasury stock method                 521,393        534,203        532,221        540,341
                                           _________________________     _________________________
Total average shares and equivalents        6,677,290      6,586,360      6,676,009      6,592,117

Basic earnings per share                   $     0.22     $     0.10     $     0.38     $     0.18
                                           =========================     =========================
Diluted earnings per share                 $     0.21     $     0.09     $     0.35     $     0.17
                                           =========================     =========================

</TABLE>


                                       6


<PAGE>


Options to purchase  1,321 shares of common stock were  outstanding  at June 30,
2005 but were not  included  in the  computation  of  diluted  EPS  because  the
options'  exercise  prices were  greater  than the average  market  price of the
common stock.

STOCK OPTIONS

In October 1995, the Financial  Accounting  Standards  Board issued SFAS No. 123
"Accounting for Stock Based Compensation" as amended by SFAS No. 148 "Accounting
for Stock -Based Compensation. Under the provisions of SFAS No. 123, the Company
is encouraged,  but not required,  to measure  compensation costs related to its
employee  stock  compensation  plan under the fair value method.  If the Company
elects not to recognize  compensation  expense under this method, it is required
to disclose the pro forma net income and net income per share  effects  based on
SFAS No.  123 fair  value  methodology.  The  Company  has  elected to adopt the
disclosure provisions of this statement.

The  Company  applies  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
"Accounting  for Stock Issued to Employees" and related  interpretations  in its
accounting for stock options. All stock options are granted at fair value at the
date of the grant. Accordingly, no compensation cost has been recognized for its
stock option plan.  Had  compensation  for The Company's  stock option plan been
determined  consistent  with SFAS No. 123,  the  Company's  net income per share
would have changed to the pro forma amounts indicated below.

Under SFAS 123, the fair value of stock-based  awards to employees is calculated
through  the use of an option  pricing  model,  even  though  such  models  were
developed  to estimate  the fair value of freely  tradable,  fully  transferable
options  without  vesting  restrictions,  which  significantly  differ  from the
Company's stock option awards. These models also require subjective assumptions,
including  future stock price  volatility  and expected time to exercise,  which
greatly affect the calculated values. The Company's calculations were made using
the  Black-Scholes  option  pricing  model with the following  weighted  average
assumptions:

       WEIGHTED AVERAGE ASSUMPTIONS FOR OPTIONS GRANTED
       DURING THE PERIOD ENDED:

                                            June 30,       June 30,
                                             2005           2004
                                           _________      _________
       Expected life                       57 months      51 months

       Stock Volatility                     22.58%         19.51%

       Risk free interest rate               3.77%          4.13%

       Dividend yield                        0.00%          0.00%


The  Company's  stock  options  generally  vest annually over a period of 3 to 4
years. If the computed fair value of the 2005 and 2004 awards had been amortized
to expense  over the vesting  period of the awards,  pro forma net income  would
have been as follows:

<TABLE>
<CAPTION>


                                         Quarter ended                   Six months
                                           June 30,                       June 30,
                                      2005           2004           2005            2004
                                   _________________________     ___________________________
<S>                                <C>             <C>           <C>             <C>

Net income as reported             $ 1,379,000     $ 624,000     $ 2,336,000     $ 1,090,000
Deduct: Total stock-based
  employee compensation expense
  determined under fair value based
  method for all awards, net of
  related tax effects                 (113,000)      (46,000)       (214,000)       (114,000)
                                   _________________________     ___________________________
Pro forma net income                 1,266,000       578,000       2,122,000         976,000
Earnings per share:
  Basic-as reported                $      0.22     $    0.10     $      0.38     $      0.18
  Basic-pro forma                  $      0.21     $    0.10     $      0.35     $      0.16

  Diluted-as reported              $      0.21     $    0.09     $      0.35     $      0.17
  Diluted-pro forma                $      0.19     $    0.09     $      0.32     $      0.15

</TABLE>


                                       7


<PAGE>


In December  2004,  FASB issued a revised  standard  to  recognize  stock-option
compensation  as  an  expense  on  income  statements.  The  release,  SFAS  123
(Revised),  SHARE-BASED  PAYMENT,  would require public and nonpublic  companies
with calendar fiscal  year-ends to recognize  stock-based  compensation in their
income statements starting in 2006.

COMPREHENSIVE INCOME.

SFAS  No.  130,  "Reporting   Comprehensive  Income"  requires  that  all  items
recognized under accounting standards as components of comprehensive earnings be
reported  in an  annual  financial  statement  that is  displayed  with the same
prominence as other annual  financial  statements.  This Statement also requires
that an entity classify items of other comprehensive earnings by their nature in
an annual financial statement.  Other comprehensive  earnings include unrealized
gains  and  losses,  net  of  tax,  on  marketable   securities   classified  as
available-for-sale. The Company's Total Comprehensive Income is detailed below:


 (dollars in thousands)              Quarter ended          Six months ended
                                        June 30,                June 30,
                                   __________________      ___________________
                                    2005        2004        2005        2004
                                   _______     ______      _______     _______

Net income                         $ 1,379     $  624      $ 2,336     $ 1,090

Other comprehensive earnings-
 Net unrealized gains on
 securities available for sale          51       (101)          (3)       (135)
                                   _______     ______      _______     _______

Total comprehensive income         $ 1,430     $  523      $ 2,333     $   955
                                   =======     ======      =======     =======


SEGMENT INFORMATION.

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information,  requires certain  information about the operating  segments of the
Company. The objective of requiring  disclosures about segments of an enterprise
and related  information is to provide  information about the different types of
business  activities in which an enterprise  engages and the different  economic
environment  in which it operates to help users of financial  statements  better
understand  its  performance,  better assess its prospects for future cash flows
and make more informed  judgments  about the enterprise as a whole.  The Company
has  determined  that  it has  one  segment,  general  commercial  banking,  and
therefore, it is appropriate to aggregate the Company's operations into a single
operating segment.


                                       8


<PAGE>


2.  SECURITIES


The amortized  cost and  approximate  fair values of securities at June 30, 2005
and December 31, 2004 are as follows:

<TABLE>
<CAPTION>


(dollars in thousands)                                  as of June 30, 2005
                                              ________________________________________
                                                          Gross Unrealized
                                                          ________________      Fair
                                               Cost       Gains     Losses      Value
                                              ________________________________________
<S>                                           <C>          <C>      <C>        <C>

  U. S. Government Treasuries                 $   199      $ -      $    -     $   199
  U. S. Government Agencies                    18,372        -        (210)     18,162
  Governmental Mutual Funds                    50,000        -           -      50,000
                                              ________________________________________
Total available for sale                       68,571        -        (210)     68,361
                                              ________________________________________
  Total investment securities portfolio       $68,571      $ -      $ (210)    $68,361
                                              ========================================

                                                      as of December 31, 2004
                                              ________________________________________
                                                          Gross Unrealized
                                                          ________________      Fair
                                               Cost       Gains     Losses      Value
                                              ________________________________________
  U. S. Government Treasuries                 $   100      $ -      $    -     $   100
  U. S. Government Agencies                    26,400        -        (202)     26,198
                                              ________________________________________
Total available for sale                       26,500        -        (202)     26,298
                                              ________________________________________
  Total investment securities portfolio       $26,500      $ -      $ (202)    $26,298
                                              ========================================

</TABLE>


The scheduled  maturities of securities available for sale at June 30, 2005 were
as follows:

(dollars in thousands)                        June 30, 2005
                                           ____________________
                                           Amortized     Fair
  Securities available for sale              Cost        Value
  _____________________________            ____________________
Due in one year or less                    $ 12,535     $12,437
Due after one year through five years         6,036       5,924
Due after five years through ten years            -           -
Due after ten years                               -           -
                                           ____________________
  Total securities available for sale        18,571      18,361
                                           ____________________
Governmental Mutual Funds                    50,000      50,000
                                           ____________________
    Total Investment securities            $ 68,571     $68,361
                                           ====================

                                            December 31, 2004
                                           ____________________
                                           Amortized     Fair
  Securities available for sale              Cost        Value
  _____________________________            ____________________
Due in one year or less                    $ 14,116     $14,074
Due after one year through five years        12,384      12,224
Due after five years through ten years            -           -
Due after ten years                               -           -
                                           ____________________
  Total securities available for sale        26,500      26,298
                                           ____________________
    Total Investment securities            $ 26,500     $26,298
                                           ====================


As of June 30, 2005, investment securities with carrying values of approximately
$199,000 were pledged as collateral.


                                       9


<PAGE>


3.   LOANS

The balances in the various loan  categories  are as follows as of June 30, 2005
and December 31, 2004.

(dollars in thousands)
                                      June 30,   December 31,
                                        2005        2004
                                      _______________________

Commercial                            $ 125,148   $ 100,681
SBA                                      45,185      45,251
Real estate construction                 55,341      42,323
Real estate other                        89,885      80,044
Factoring and asset based lending        28,060      22,342
Other                                     5,381       3,945
                                      _____________________
  Loans, gross                          349,000     294,586
Unearned fee income                      (1,044)       (973)
                                      _____________________
  Total loan portfolio                  347,956     293,613
Less allowance for credit losses         (4,886)     (4,146)
                                      _____________________
     Loans, net                       $ 343,070   $ 289,467
                                      =====================


4.   PREMISES AND EQUIPMENT

Premises and  equipment  are stated at cost less  accumulated  depreciation  and
amortization.  Depreciation  and  amortization  are computed on a  straight-line
basis over the shorter of the lease term,  generally  three to fifteen years, or
the estimated useful lives of the assets, generally three to five years.

Premises and  equipment at June 30, 2005 and December 31, 2004 are  comprised of
the following:


(dollars in thousands)

June 30, 2005
______________________
                                         Accumulated  Net Book
                               Cost     Depreciation   Value
                              _______   ____________  ________

Leasehold improvements        $ 1,974        $ (574)   $1,400
Furniture and fixtures            651          (340)      311
Capitalized Software            1,216          (728)      488
Equipment                         907          (686)      221
                              _______      ________    ______
     Totals                   $ 4,748      $ (2,328)   $2,420
                              =======      ========    ======

December 31, 2004
______________________
                                         Accumulated  Net book
                               Cost     Depreciation   Value
                              _______   ____________  ________

Leasehold improvements        $ 1,590        $ (459)   $1,131
Furniture and fixtures            634          (276)      358
Capitalized Software            1,066          (587)      479
Equipment                         854          (607)      247
                              _______      ________    ______
     Totals                   $ 4,144      $ (1,929)   $2,215
                              =======      ========    ======


                                       10


<PAGE>


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

         Certain  matters   discussed  or  incorporated  by  reference  in  this
Quarterly Report on Form 10-Q are forward-looking statements that are subject to
risks and  uncertainties  that could cause actual  results to differ  materially
from  those  projected.  Changes to such risks and  uncertainties,  which  could
impact future  financial  performance,  include,  among others,  (1) competitive
pressures in the Banking industry; (2) changes in interest rate environment; (3)
general  economic  conditions,  nationally,  regionally and in operating  market
areas;  (4)  changes in the  regulatory  environment;  (5)  changes in  business
conditions and inflation;  (6) costs and expenses of complying with the internal
control  provisions  of the  Sarbanes-Oxley  Act and our  degree of  success  in
achieving  compliance  and (7) changes in  securities  markets.  Therefore,  the
information  in this  quarterly  report  should  be  carefully  considered  when
evaluating business prospects of the Company.

CRITICAL ACCOUNTING POLICIES

         Our  accounting  policies  are  integral to  understanding  the results
reported.  Our most complex accounting policies require management's judgment to
ascertain the valuation of assets,  liabilities,  commitments and contingencies.
We have established  detailed policies and control  procedures that are intended
to ensure valuation  methods are well controlled and applied  consistently  from
period to period.  In  addition,  the policies  and  procedures  are intended to
ensure that the  process for  changing  methodologies  occurs in an  appropriate
manner. The following is a brief description of our current accounting  policies
involving significant management valuation judgments.

         Allowance for Loan Losses:  The  allowance  for loan losses  represents
management's  best estimate of losses  inherent in the existing loan  portfolio.
The  allowance  for loan losses is  increased by the  provision  for loan losses
charged to expense and reduced by loans  charged  off,  net of  recoveries.  The
provision  for loan losses is  determined  based on  management's  assessment of
several factors: reviews and evaluation of specific loans, changes in the nature
and volume of the loan portfolio,  current  economic  conditions and the related
impact  on  specific  borrowers  and  industry  groups,   historical  loan  loss
experiences,  the level of classified and nonperforming loans and the results of
regulatory examinations.

         Loans are  considered  impaired  if, based on current  information  and
events, it is probable that we will be unable to collect the scheduled  payments
of principal or interest when due according to the contractual terms of the loan
agreement.  The  measurement of impaired loans is generally based on the present
value of  expected  future cash flows  discounted  at the  historical  effective
interest   rate   stipulated   in  the   loan   agreement,   except   that   all
collateral-dependent  loans are measured for impairment  based on the fair value
of the  collateral.  In measuring the fair value of the  collateral,  management
uses assumptions and methodologies  consistent with those that would be utilized
by unrelated third parties.

         Changes in the financial condition of individual borrowers, in economic
conditions,  in historical  loss  experience and in the condition of the various
markets in which collateral may be sold may all affect the required level of the
allowance for loan losses and the associated provision for loan losses.

         The  Company has the ability and the intent to sell all or a portion of
certain  SBA loans in the loan  portfolio  and, as such,  carries  the  saleable
portion of these loans at the lower of aggregate cost or fair value. At June 30,
2005 and December 31, 2004, the fair value of SBA loans exceeded  aggregate cost
and therefore, SBA loans were carried at aggregate cost.

         In calculating  gain on the sale of SBA loans,  the Company performs an
allocation  based on the  relative  fair values of the sold portion and retained
portion of the loan.  The  Company's  assumptions  are validated by reference to
external market information.

         Available-for-sale  securities:  the  fair  value  of  most  securities
classified as  available-for-sale  is based on quoted market  prices.  If quoted
market prices are not available,  fair values are  extrapolated  from the quoted
prices of similar instruments.


                                       11


<PAGE>


         Deferred tax assets:  We use an estimate of future  earnings to support
our position  that the benefit of our  deferred tax assets will be realized.  If
future income should prove  non-existent or less than the amount of the deferred
tax assets within the tax years to which they may be applied, the asset will not
be realized and our net income will be reduced.

         Supplemental  Employee  Retirement  Plan:  The Company has entered into
supplemental  employee  retirement  agreements with certain executive and senior
officers.  The  measurement  of the liability  under these  agreements  includes
estimates  involving  life  expectancy,  length of time before  retirement,  and
expected benefit levels. Should these estimates prove materially wrong, we could
incur additional or reduced expense to provide the benefits.


                                       12


<PAGE>


SELECTED FINANCIAL DATA

         The following presents selected financial data and ratios as of and for
the quarter ended June 30, 2005 and 2004.

<TABLE>
<CAPTION>


STATEMENT OF OPERATIONS DATA:
(dollars in thousands, except per share data)
                                                    Quarter ended June 30,          Six Months ended June 30,
                                                     2005            2004             2005            2004
                                                    _______________________         ________________________
<S>                                                 <C>             <C>             <C>              <C>

Interest income                                     $ 7,915         $ 4,397         $ 14,530         $ 8,270
Interest expense                                      1,637             655            2,825           1,337
                                                    _______________________         ________________________
Net interest income                                   6,278           3,742           11,705           6,933
Provision for credit losses                             429             369              762             774
                                                    _______________________         ________________________
Net interest income after provision
  for credit losses                                   5,849           3,373           10,943           6,159
                                                    _______________________         ________________________
Other income                                          1,136             779            1,920           1,901
Other expenses                                        4,642           3,094            8,957           6,209
                                                    _______________________         ________________________
Income before income taxes                            2,343           1,058            3,906           1,851
Income taxes                                            964             434            1,570             761
                                                    _______________________         ________________________
Net income                                          $ 1,379           $ 624          $ 2,336         $ 1,090
                                                    =======================         ========================

PER SHARE DATA:
Basic earnings per share                            $  0.22         $  0.10         $   0.38         $  0.18
Diluted earnings per share                             0.21            0.09             0.35            0.17
Shareholders' equity per share                         5.81            5.11             5.81            5.11
Cash dividend per common share                            -               -                -               -

                                                    Quarter ended June 30,
BALANCE SHEET DATA:                                  2005            2004
                                                    _______________________
Balance sheet totals:
  Assets                                           $498,480        $340,097
  Loans, net                                        343,070         229,017
  Deposits                                          446,294         306,453
  Shareholders' equity                               35,804          30,901

Average balance sheet amounts:
  Assets                                           $460,265        $336,089
  Loans, net                                        329,109         218,990
  Deposits                                          408,955         302,918
  Shareholders' equity                               34,929          30,670

SELECTED RATIOS:
Return on average assets                              1.20%           0.74%
Return on average equity                             15.84%           8.16%
Efficiency ratio                                     62.61%          68.44%
Risk based capital ratio                             12.80%           9.19%
Net chargeoffs to average loans                       0.01%          -0.01%
Allowance for loan losses to total loans              1.40%           1.41%
Average equity to average assets                      7.59%           9.13%

</TABLE>


                                       13


<PAGE>


SUMMARY OF FINANCIAL RESULTS - QUARTER ENDED JUNE 30, 2005

The Company  reported net income of  $1,379,000  ($0.22 basic and $0.21  diluted
earnings per share) for the quarter  ended June 30, 2005 as compared to $624,000
($0.10 basic and $0.09  diluted  earnings per share) for the quarter  ended June
30, 2004.  The increase in net income  resulted  primarily from increases in net
interest income offset, in part, by lower non-interest income and an increase in
operating expenses.

The table below  highlights  the changes in the nature and sources of income and
expense.

<TABLE>
<CAPTION>

                                           Quarter ended June 30,        Increase
Operations                                  2005            2004        (Decrease)
                                           _______         _______      _________
(dollars in thousands)
<S>                                        <C>             <C>            <C>

Interest income                            $ 7,915         $ 4,397        $ 3,518
Interest expense                             1,637             655            982
                                           _______         _______        _______

Net interest income                          6,278           3,742          2,536
Provision for credit losses                   (429)           (369)           (60)
                                           _______         _______        _______

Net interest income after provision
  for credit losses                          5,849           3,373          2,476
                                           _______         _______        _______
Other income                                 1,136             779            357
Other expenses                              (4,642)         (3,094)        (1,548)
                                          _______         _______        _______
Income before income taxes                   2,343           1,058          1,285

Income taxes                                  (964)           (434)          (530)
                                           _______         _______        _______
Net income                                 $ 1,379           $ 624          $ 755
                                           =======         =======        =======

</TABLE>


NET INTEREST INCOME AND MARGIN

         Net interest  income,  the difference  between interest earned on loans
and investments and interest paid on deposits is the principal  component of the
Company's earnings. Net interest income is affected by changes in the nature and
volume of earning  assets  held  during the  quarter,  the rates  earned on such
assets and the rates paid on interest bearing liabilities.

         Net interest  income for the quarter ended June 30, 2005 was $6,278,000
comprised of $7,915,000 in interest  income and $1,637,000 in interest  expense.
Net  interest  income for the three  months  ended June 30, 2004 was  $3,742,000
comprised of $4,397,000 in interest income and $655,000 in interest expense. Net
interest  income for the quarter ended June 30, 2005  represented an increase of
$2.5 million or 68% over the same period one year earlier.  The average  balance
sheet and the general interest rate environment drive net interest income.

         The net interest margin (net interest income divided by average earning
assets)  was 6.0% for the quarter  ended June 30, 2005 and  compared to 4.8% for
the same quarter in 2004.  The  improvement  in the net interest  margin was the
result of improved  balance  sheet  leverage  together with the impact of higher
short-term market interest rates.

         The following table details the average  balances,  interest income and
expense and the effective  yields/rates for earning assets and  interest-bearing
liabilities for the quarters ended June 30, 2005 and 2004.


                                       14


<PAGE>

<TABLE>
<CAPTION>


                                                   June 30, 2005                            June 30, 2004
                                          _________________________________________________________________________
(dollars in thousands)
                                                        YIELDS    INTEREST                      YIELDS     INTEREST
                                           AVERAGE        OR       INCOME/         AVERAGE        OR       INCOME/
                                           BALANCE       RATES     EXPENSE         BALANCE       RATES     EXPENSE
                                          _________________________________________________________________________
<S>                                       <C>            <C>      <C>             <C>            <C>       <C>

ASSETS
Interest earning assets:
  Loans (1)                               $ 334,713      8.7%     $ 7,315         $ 222,718      7.4%      $ 4,114
  Federal funds sold                         65,323      3.0%         482            54,862      1.0%          131
  Investment securities (2)                  19,647      2.3%         114            36,546      1.7%          152
  Other                                         549      2.9%           4                 -         -            -
                                          _______________________________         ________________________________
Total interest earning assets               420,232      7.5%       7,915           314,126      5.6%        4,397
                                                         ________________                        _________________

Noninterest-earning assets:
  Cash and due from banks                    27,202                                  18,262
  All other assets (3)                       12,831                                   3,701
                                          _________                               _________
      TOTAL                               $ 460,265                               $ 336,089
                                          =========                               =========

LIABILITIES AND
  SHAREHOLDERS' EQUITY
Interest bearing liabilities:
  Deposits:
   Demand                                   $ 3,161      0.8%         $ 6           $ 3,981      0.5%          $ 5
   Savings                                  191,096      2.2%       1,042           130,494      1.2%          402
   Time                                      56,967      2.9%         412            44,316      2.2%          248
Other                                        12,110      5.8%         177                 -         -            -
                                          ________________________________________________________________________
Total interest bearing liabilities          263,334      2.5%       1,637           178,791      1.5%          655
                                                         ________________                        _________________

Noninterest-bearing liabilities:
   Demand deposits                          157,732                                 124,127
   Accrued expenses and
     other liabilities                        4,270                                   2,501
Shareholders' equity                         34,929                                  30,670
                                          _________                               _________
    TOTAL                                 $ 460,265                               $ 336,089
                                          =========                               =========

                                                         ________________                        _________________
Net interest income                                      6.0%     $ 6,278                        4.8%      $ 3,742
                                                         ================                        =================

<FN>

(1)  Loan fee amortization of $761,000 and $521,000,  respectively,  is included
     in interest income.  Nonperforming loans have been included in average loan
     balances.

(2)  Interest  income is  reflected  on an  actual  basis,  not a fully  taxable
     equivalent  basis.  Yields are based on amortized  cost.

(3)  Net of average  allowance for credit losses of $4,615,000  and  $3,027,000,
     respectively.

</FN>
</TABLE>



                                       15


<PAGE>


         The following  table shows the effect of the interest  differential  of
volume and rate  changes  for the  quarters  ended June 30,  2005 and 2004.  The
change in interest due to both rate and volume has been  allocated in proportion
to the relationship of absolute dollar amounts of change in each.

<TABLE>
<CAPTION>


(dollars in thousands)                                June 30,
                                                    2005 vs. 2004
                                           _______________________________
                                                  Increase (decrease)
                                                    due to change in
                                           _______________________________
                                           Average      Average     Total
                                           Volume        Rate      Change
                                           _______________________________
<S>                                        <C>           <C>       <C>

 Interest income:
   Loans                                   $ 2,448       $ 753     $ 3,201
   Federal funds sold                           77         274         351
   Investment securities                       (98)         60         (38)
     Other                                       4           -           4
                                           _______________________________
      Total interest income                  2,431       1,087       3,518
                                           _______________________________

 Interest expense:
   Demand                                       (2)          3           1
   Savings                                     330         310         640
   Time                                         91          73         164
   Other                                       177           -         177
                                           _______________________________
       Total interest expense                  596         386         982
                                           _______________________________

 Change in net interest income             $ 1,835       $ 702     $ 2,536
                                           ===============================

</TABLE>


INTEREST INCOME

         Interest  income of $7.9  million in the  quarter  ended June 30,  2005
represented  an increase of $3.5 million,  or 80%, over $4.4 million in the same
quarter one year earlier.  The increase in interest  income was primarily due to
growth in earning assets,  particularly growth in average loan balances. Average
earning  assets for the  quarter  ended June 30,  2005 were  $420.2  million and
represented  growth of $106.1  million or 34% over  $314.1  million for the same
period in 2004.

         Average gross loans were $334.7 million for three months ended June 30,
2005,  an  increase of $112.0  million or 50% over  $222.7  million for the same
period one year  earlier.  The  average  yield on loans was 8.7% for the quarter
ended June 30, 2005 and 7.4% for the quarter  ended June 30, 2004.  The majority
of the Company's loans are priced to adjust with movement in short-term interest
rates,  particularly the prime rate, and the increase in yield was primarily due
to  increases in the prime rate in the second half of 2004 and  continuing  into
the first half of 2005.

         During the  quarter  ended June 30,  2005,  the ratio of average  gross
loans to average deposits (one measure of leverage)  increased to 79.5%, up from
73.5% in the  comparable  period of 2004. In addition,  average loans  comprised
79.7% of average earning assets in the three months ended June 30, 2005 compared
to 70.9% in the first quarter of 2004.

         Other earning assets,  consisting of investment  securities and federal
funds  sold,  averaged  $85.5  million for the quarter  ended June 30,  2005,  a
decrease of $5.9  million or 6.4% from $91.4  million for the three months ended
June 31, 2004.


                                       16


<PAGE>


         Taken  together,  the impact of higher  short-term  interest  rates and
increased balance sheet leverage resulted in an increase in the yield on average
earning  assets to 7.5% in the three  months  ended  June 30,  2005 from 5.6% in
2004.

INTEREST EXPENSE

         Interest  expense was  $1,637,000  for the quarter ended June 30, 2005,
which  represented  an increase of  $982,000  or 149.9%  over  $655,000  for the
comparable  period of 2004. The increase in interest  expense reflects growth in
average interest-bearing liabilities and higher interest rates on liabilities in
2005 compared to 2004. Also  contributing to the increase in interest expense in
2005 was the  Company's  issuance  of $12  million of trust  preferred  stock in
December  of 2004,  which  carry a fixed rate of  interest of 5.9% for the first
five years.  Average  interest-bearing  liabilities  were $263.3 million for the
three months ended June 30, 2005, an increase of $84.5 million,  or 47.3%,  over
$178.8  million for the same period one year earlier.  In addition,  the average
rate paid on interest-bearing liabilities was 2.5% in the quarter ended June 30,
2005 compared to 1.5% in the second  quarter of 2004 as a result of increases in
short-term market interest rates.

         Net interest income is the principal source of the Company's  operating
earnings.  Significant factors affecting net interest income are: rates, volumes
and mix of the loan, investment and deposit portfolios. Due to the nature of the
Company's lending markets,  in which the majority of loans are generally tied to
Prime Rate, it is believed that an increase in interest rates should  positively
affect the Company's  future  earnings,  while a decline  should have a negative
impact.  However,  it is not  feasible to provide an accurate  measure of such a
change because of the many factors (many of them uncontrollable) influencing the
result.

PROVISION FOR CREDIT LOSSES

         The Company maintains an allowance for credit losses which is based, in
part,  on the Company's  and industry  loss  experience,  the impact of economic
conditions  within the Company's  market area, and, as applicable,  the State of
California,  the value of underlying  collateral,  loan performance and inherent
risks in the loan  portfolio.  The  allowance  is  reduced  by  charge-offs  and
increased by  provisions  for credit  losses  charged to  operating  expense and
recoveries of previously charged-off loans. The Company provided $429,000 to the
allowance  for  credit  losses for the three  months  ended  June 30,  2005,  as
compared  to  $369,000  for the same period in 2004.  There were  $25,000  loans
charged off and no recoveries during the three months ended June 30, 2005 and no
loans  charged-off and $18,000 in recoveries during the three month period ended
June 30,  2004.  At June 30, 2005,  the  allowance  for credit  losses was $4.89
million,  representing  1.40% of total  loans,  as  compared  to $3.29  million,
representing 1.41% of total loans, at June 30, 2004.

The following schedule provides an analysis of the allowance for credit losses

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES:

                                           Quarter ended
(dollars in thousands)                       June 30,
                                         2005         2004
                                        ____________________

Balance, beginning of period            $ 4,482      $ 2,903
Provision for credit losses                 429          369
Charge-offs                                 (25)           -
Recoveries                                    -           18
                                        ____________________
Balance, end of period                  $ 4,886      $ 3,290
                                        ====================


         The accrual of interest on loans would be discontinued  and any accrued
and unpaid  interest is reversed  when, in the opinion of  management,  there is
significant doubt as to the  collectibility of interest or principal or when the
payment of principal  or interest is ninety days past due,  unless the amount is
well-secured  and in the  process of  collection.  There were three  non-accrual
loans  totaling  $648,000 at June 30,  2005 as  compared  to two loans  totaling
$1,026,000 at December 31, 2004. In addition,  at June 30, 2005 and December 31,
2004,  there were no loans past due 90 days or more as to  principal or interest
and still accruing interest.


                                       17


<PAGE>


         At June 30, 2005 and December 31, 2004 there were no  properties  owned
by the  Company  acquired  through  the  foreclosure  process  and there were no
restructured loans.

The following  summarizes  nonperforming loans at June 30, 2005 and December 31,
2004.

<TABLE>
<CAPTION>


Nonperforming Loans                                                  June 30,     December 31,
(dollars in thousands)                                                 2005             2004
                                                                     _________________________
<S>                                                                   <C>            <C>

Loans accounted for on a non-accrual basis                            $ 648          $ 1,026
Loans restructured and in compliance with modified terms                  -                -
Other loans with principal or interest contracturally past due
  90 days or more                                                         -                -
                                                                      ______________________
                                                                      $ 648          $ 1,026
                                                                      ======================

</TABLE>


         Based on an evaluation of the  individual  credits,  historical  credit
loss experienced by loan type and economic conditions,  management has allocated
the  allowance for loan losses as follows for the period ended June 30, 2005 and
December 31, 2004:

<TABLE>
<CAPTION>


                                           June 30, 2005                  December 31, 2004
                                     ________________________         _________________________
                                                 Percent of                        Percent of
                                                loans in each                     loans in each
                                                 category to                       category to
(dollars in thousands)                Amount     total loans          Amount       total loans
                                     ________________________         _________________________
<S>                                  <C>             <C>               <C>             <C>

Commercial and other                 $ 1,530         35.9%             $ 998           34.2%
SBA                                    1,593         12.9%             1,231           15.4%
Real estate construction                 593         15.9%               444           14.3%
Real estate term                         702         25.8%             1,132           27.2%
Factoring/ABL                            432          8.0%               312            7.6%
Other                                     36          1.5%                29            1.3%
                                     _____________________           _______________________
                                     $ 4,886        100.0%           $ 4,146          100.0%
                                     =====================           ========================

</TABLE>


         Management  is of the opinion that the  allowance  for credit losses is
maintained at a level adequate for known and unidentified losses inherent in the
loan  portfolio.   However,   the  Company's  loan  portfolio,   which  includes
approximately  $145,000,000 in real estate and construction loans,  representing
approximately  42% of the portfolio,  could be adversely  affected if California
economic conditions and the real estate market in the Company's market area were
to weaken.  The effect of such events,  although  uncertain at this time,  could
result  in an  increase  in the level of  non-performing  loans and OREO and the
level of the  allowance  for loan  losses,  which  could  adversely  affect  the
Company's future growth and profitability.


                                       18


<PAGE>


NON-INTEREST INCOME

         The following  table sets forth the  components of other income and the
percentage  distribution of such income for the three months ended June 30, 2005
and 2004.

 NON-INTEREST INCOME
 (dollars in thousands)                 2005                        2004
                                 __________________          __________________
                                 Amount     Percent          Amount     Percent
                                 __________________          __________________

 Gain on sale of SBA loans       $  642       56.5%          $ 501       64.4%
 SBA loan servicing income          108        9.5%             85       10.9%
 Depositor service charges           69        6.1%            100        9.2%
 Other operating income             317       27.9%             93       15.5%
                                 -------------------   ------------------------
                                 $1,136      100.0%          $ 779      100.0%
                                 ===================   ========================


         Non-interest  income totaled  $1,136,000 in the second quarter of 2005,
an  increase of $357,000  or 45.8% from  $779,000 in 2004.  Non-interest  income
consists primarily of gains recognized on sales of SBA loans, SBA loan packaging
fees,  service  charge income on deposit  accounts and increase in value of Bank
owned life insurance. The increase in non-interest income for the second quarter
of 2005 was primarily a result of higher premium income realized on sales of SBA
loans during the quarter and an increase in value of Bank owned life insurance.

         Revenue from sales of SBA loans is dependent on consistent  origination
and funding of new loan volumes, the timing of which may be impacted,  from time
to time,  by (1)  increased  competition  from other  lenders;  (2) the relative
attractiveness  of SBA borrowing to other financing  options;  (3) adjustment of
programs by the SBA; (4) changes in activities of secondary market  participants
and; (5) other factors.  Gains recognized on sales of SBA loans were $642,000 in
the quarter ended June 30, 2005 which represented an increase of $141,000 or 28%
compared to $501,000 the same period one year earlier. During the second quarter
of 2005 the Company's SBA group funded $18.2 million in new loans and sold $12.1
million  which  compared to $22.2  million  funded and $13.2 million sold in the
same period one year earlier.


NON-INTEREST EXPENSE

         The  components of other  expense are set forth in the following  table
for the three months ended June 30, 2005 and 2004.

 Other Expense as a Percent of Average Earning Assets
 (dollars in thousands)               2005                         2004
                             _____________________         ___________________
                             Amount        Percent         Amount       Percent
                             _____________________         ____________________

 Salaries and benefits       $ 2,780         2.7%          $ 1,800        2.3%
 Occupancy                       401         0.4%              348        0.4%
 Data processing                 253         0.2%              137        0.2%
 Legal and professional          157         0.1%              161        0.2%
 Furniture and equipment         141         0.1%              120        0.2%
 Other                           910         0.9%              528        0.6%
                             _____________________         ____________________

                             $ 4,642         4.4%          $ 3,094        3.9%
                             =======                       =======


                                       19


<PAGE>


         Operating  expenses were $4,642,000 for the three months ended June 30,
2005, an increase of $1,548,000 or 50.0% from  $3,094,000 at June 30, 2004. As a
percentage of average earning assets,  other expenses for the three months ended
June 30, 2005 and 2004 were 4.4% and 3.9%, respectively, on an annualized basis.
In 2005, operating expenses were comprised primarily of salaries and benefits of
$2,780,000,  which compared to $1,800,000 in 2004, occupancy expense of $401,000
which  compared  to $348,000 in 2004,  and data  processing  expense of $253,000
which  compared to $137,000 in 2004.  The  increase in salaries and benefits was
primarily due to the additional  headcount related to expansion of the business.
At June 30,  2005,  the Company  employed 93 FTE  compared to 70 FTE on the same
date one year  earlier.  The increase in occupancy  expense is primarily  due to
expense related to the facility at 55 Almaden Blvd, San Jose, California and the
new facility at 2010 Crow Canyon Place,  Suite 100 San Ramon,  California.  Data
processing  expense  increased  primarily as a result of  increased  volumes and
locations.


                                       20


<PAGE>


SUMMARY OF FINANCIAL RESULTS - SIX MONTHS ENDED JUNE 30, 2005

The Company  reported net income of  $2,336,000  ($0.38 basic and $0.35  diluted
earnings  per share)  for the six months  ended  June 30,  2005 as  compared  to
$1,090,000 ($0.18 basic and $0.17 diluted earnings per share) for the six months
ended  June 30,  2004.  The  increase  in net  income  resulted  primarily  from
increases in net interest  income  offset,  in part, by an increase in operating
expenses.

The table below  highlights  the changes in the nature and sources of income and
expense.

<TABLE>
<CAPTION>

                                        Six months ended June 30,        Increase
Operations                                2005            2004          (Decrease)
                                        ________         _______        __________
(dollars in thousands)
<S>                                     <C>              <C>              <C>

Interest income                         $ 14,530         $ 8,270          $ 6,260
Interest expense                           2,825           1,337            1,488
                                        ________         _______          _______

Net interest income                       11,705           6,933            4,772
Provision for credit losses                 (762)           (774)              12
                                        ________         _______          _______

Net interest income after provision
  for credit losses                       10,943           6,159            4,784
                                        ________         _______          _______
Other income                               1,920           1,901               19
Other expenses                            (8,957)         (6,209)          (2,748)
                                        ________         _______          _______
Income before income taxes                 3,906           1,851            2,055

Income taxes                              (1,570)           (761)            (809)
                                        ________         _______          _______
Net income                               $ 2,336         $ 1,090          $ 1,246
                                        ========         =======          =======

</TABLE>


NET INTEREST INCOME AND MARGIN

         Net interest  income,  the difference  between interest earned on loans
and investments and interest paid on deposits is the principal  component of the
Company's earnings. Net interest income is affected by changes in the nature and
volume of earning  assets held during the six months,  the rates  earned on such
assets and the rates paid on interest bearing liabilities.

         Net  interest  income  for the six  months  ended  June  30,  2005  was
$11,705,000  comprised  of  $14,530,000  in interest  income and  $2,825,000  in
interest expense. Net interest income for the six months ended June 30, 2004 was
$6,933,000 comprised of $8,270,000 in interest income and $1,337,000 in interest
expense.  Net interest income for the six months ended June 30, 2005 represented
an increase of $4.8  million or 69% over the same period one year  earlier.  The
average  balance  sheet and the  general  interest  rate  environment  drive net
interest income.

         The net interest margin (net interest income divided by average earning
assets) was 6.0% for the six months ended June 30, 2005 and compared to 4.7% for
the same six months in 2004. The  improvement in the net interest margin was the
result of improved  balance  sheet  leverage  together with the impact of higher
short-term market interest rates.

         The following table details the average  balances,  interest income and
expense and the effective  yields/rates for earning assets and  interest-bearing
liabilities for the six months ended June 30, 2005 and 2004.


                                       21


<PAGE>

<TABLE>
<CAPTION>


                                                   June 30, 2005                            June 30, 2004
                                          _________________________________________________________________________
(dollars in thousands)
                                                        YIELDS    INTEREST                      YIELDS     INTEREST
                                           AVERAGE        OR       INCOME/         AVERAGE        OR       INCOME/
                                           BALANCE       RATES     EXPENSE         BALANCE       RATES     EXPENSE
                                          _________________________________________________________________________
<S>                                       <C>            <C>      <C>             <C>            <C>       <C>

ASSETS
Interest earning assets:
  Loans (1)                               $ 319,855       8.5%       $13,585       $ 212,753      7.3%      $ 7,767
  Federal funds sold                         50,883       2.8%           703          52,683      1.0%          255
  Investment securities (2)                  21,174       2.2%           238          31,503      1.6%          248
  Other                                         276       2.9%             4               -         -            -
                                          _________________________________________________________________________
Total interest earning assets               392,188       7.5%        14,530         296,939      5.6%        8,270
                                                        ____________________                    ___________________

Noninterest-earning assets:
  Cash and due from banks                    24,432                                   16,468
  All other assets (3)                       12,376                                    2,197
                                          _________                                _________
      TOTAL                               $ 428,996                                $ 315,604
                                          =========                                =========

LIABILITIES AND
  SHAREHOLDERS' EQUITY
Interest bearing liabilities:
  Deposits:
   Demand                                   $ 3,214       0.7%          $ 11         $ 4,198      0.6%         $ 13
   Savings                                  172,399       2.0%         1,696         125,547      1.3%          815
   Time                                      54,711       2.7%           733          45,176      2.3%          509
Other                                        14,765       5.2%           385               -         -            -
                                          _________________________________________________________________________
Total interest bearing liabilities          245,089       2.3%         2,825         174,921      1.5%        1,337
                                                        ____________________                    ___________________

Noninterest-bearing liabilities:
   Demand deposits                          145,431                                  108,826
   Accrued expenses and
     other liabilities                        4,104                                    2,226
Shareholders' equity                         34,372                                   29,631
                                          _________                                _________
    TOTAL                                 $ 428,996                                $ 315,604
                                          =========                                =========

                                                        ____________________                    ___________________
Net interest income                                       6.0%       $11,705                      4.7%      $ 6,933
                                                        ====================                    ===================

<FN>

(1)  Loan fee amortization of $1,482,000 and $925,000, respectively, is included
     in interest income.  Nonperforming loans have been included in average loan
     balances.

(2)  Interest  income is  reflected  on an  actual  basis,  not a fully  taxable
     equivalent basis. Yields are based on amortized cost.

(3)  Net of average  allowance for credit losses of $4,444,000  and  $2,885,000,
     respectively.

</FN>
</TABLE>

                                       22


<PAGE>


         The following  table shows the effect of the interest  differential  of
volume and rate  changes for the six months  ended June 30,  2005 and 2004.  The
change in interest due to both rate and volume has been  allocated in proportion
to the relationship of absolute dollar amounts of change in each.

<TABLE>
<CAPTION>


VOLUME/RATE ANALYSIS
(dollars in thousands)                                June 30,
                                                    2005 vs. 2004
                                           _______________________________
                                                  Increase (decrease)
                                                    due to change in
                                           _______________________________
                                           Average      Average     Total
                                           Volume        Rate      Change
                                           _______________________________
<S>                                        <C>           <C>       <C>

 Interest income:
   Loans                                   $ 4,549     $ 1,269     $ 5,818
   Federal funds sold                          (25)        473         448
   Investment securities                      (116)        106         (10)
     Other                                       4           -           4
                                           _______________________________
      Total interest income                  4,412       1,848       6,260
                                           _______________________________

 Interest expense:
   Demand                                       (3)          1          (2)
   Savings                                     461         420         881
   Time                                        128          96         224
   Other                                       385           -         385
                                           _______________________________
       Total interest expense                  970         518       1,488
                                           _______________________________
 Change in net interest income             $ 3,442     $ 1,330     $ 4,772
                                           ===============================

</TABLE>


INTEREST INCOME

         Interest  income of $14.5 million in the six months ended June 30, 2005
represented  an increase of $6.2 million,  or 76%, over $8.3 million in the same
six months one year earlier.  The increase in interest  income was primarily due
to growth in  earning  assets,  particularly  growth in average  loan  balances.
Average  earning  assets for the six  months  ended  June 30,  2005 were  $392.2
million and  represented  growth of $95.3 million or 32% over $296.9 million for
the same period in 2004.

         Average  gross loans were $319.9  million for six months ended June 30,
2005,  an  increase of $107.1  million or 50% over  $212.8  million for the same
period one year earlier.  The average yield on loans was 7.5% for the six months
ended  June 30,  2005  and 5.6% for the six  months  ended  June 30,  2004.  The
majority of the Company's loans are priced to adjust with movement in short-term
interest  rates,  particularly  the prime  rate,  and the  increase in yield was
primarily  due to  increases  in the prime rate in the  second  half of 2004 and
continuing into the first half of 2005.

         During the six months ended June 30, 2005,  the ratio of average  gross
loans to average deposits (one measure of leverage)  increased to 81.9%, up from
75.0% in the  comparable  period of 2004. In addition,  average loans  comprised
81.6% of average earning assets in the three months ended June 30, 2005 compared
to 71.7% in the first six months of 2004.

         Other earning assets,  consisting of investment  securities and federal
funds sold,  averaged  $72.3  million for the six months  ended June 30, 2005, a
decrease of $11.9  million or 14.1% from $84.2  million for the six months ended
June 31, 2004.


                                       23


<PAGE>


         Taken  together,  the impact of higher  short-term  interest  rates and
increased balance sheet leverage resulted in an increase in the yield on average
earning assets to 6.0% in the six months ended June 30, 2005 from 4.7% in 2004.

INTEREST EXPENSE

         Interest expense was $2,825,000 for the six months ended June 30, 2005,
which  represented an increase of $1.5 million or 111.3% over $1,337,000 for the
comparable  period of 2004. The increase in interest  expense reflects growth in
average interest-bearing liabilities and higher interest rates on liabilities in
2005 compared to 2004. Also  contributing to the increase in interest expense in
2005 was the  Company's  issuance  of $12  million of trust  preferred  stock in
December  of 2004,  which  carry a fixed rate of  interest of 5.9% for the first
five years. Average interest-bearing liabilities were $245.1 million for the six
months ended June 30, 2005, an increase of $70.2 million,  or 40.1%, over $174.9
million for the same period one year earlier. In addition, the average rate paid
on  interest-bearing  liabilities was 2.3% in the six months ended June 30, 2005
compared  to 1.5% in the second six months of 2004 as a result of  increases  in
short-term market interest rates.

         Net interest income is the principal source of the Company's  operating
earnings.  Significant factors affecting net interest income are: rates, volumes
and mix of the loan, investment and deposit portfolios. Due to the nature of the
Company's lending markets,  in which the majority of loans are generally tied to
Prime Rate, it is believed that an increase in interest rates should  positively
affect the Company's  future  earnings,  while a decline  should have a negative
impact.  However,  it is not  feasible to provide an accurate  measure of such a
change because of the many factors (many of them uncontrollable) influencing the
result.

PROVISION FOR CREDIT LOSSES

         The Company maintains an allowance for credit losses which is based, in
part,  on the Company's  and industry  loss  experience,  the impact of economic
conditions  within the Company's  market area, and, as applicable,  the State of
California,  the value of underlying  collateral,  loan performance and inherent
risks in the loan  portfolio.  The  allowance  is  reduced  by  charge-offs  and
increased by  provisions  for credit  losses  charged to  operating  expense and
recoveries of previously charged-off loans. The Company provided $762,000 to the
allowance  for  credit  losses for the three  months  ended  June 30,  2005,  as
compared  to  $774,000  for the same period in 2004.  There were  $25,000  loans
charged off and $3,000 in  recoveries  during the six months ended June 30, 2005
and $190,000 in loans charged-off and $23,000 in recoveries during the six month
period ended June 30, 2004.  At June 30, 2005,  the  allowance for credit losses
was $4.89  million,  representing  1.40% of total  loans,  as  compared to $3.29
million, representing 1.41% of total loans, at June 30, 2004.

The following schedule provides an analysis of the allowance for credit losses

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES:

                                        Six months ended
(dollars in thousands)                      June 30,
                                        2005         2004
                                      ____________________

Balance, beginning of period          $ 4,146      $ 2,683
Provision for credit losses               762          774
Charge-offs                               (25)        (190)
Recoveries                                  3           23
                                      ____________________
Balance, end of period                $ 4,886      $ 3,290
                                      ====================


         The accrual of interest on loans would be discontinued  and any accrued
and unpaid  interest is reversed  when, in the opinion of  management,  there is
significant doubt as to the  collectibility of interest or principal or when the
payment of principal  or interest is ninety days past due,  unless the amount is
well-secured  and in the  process of  collection.  There were three  non-accrual
loans  totaling  $1,416,000 at June 30, 2005 and one  non-accrual  loan totaling
$1,026,000 at December 31, 2004. In addition,  at June 30, 2005 and December 31,
2004,  there were no loans past due 90 days or more as to  principal or interest
and still accruing interest.


                                       24


<PAGE>


         See   "Summary  of   Financial   Results  -  Quarter   ended  June  30,
2005-Provision for Credit Losses" for a discussion of nonperforming assets.

NON-INTEREST INCOME

         The following  table sets forth the  components of other income and the
percentage  distribution  of such income for the six months  ended June 30, 2005
and 2004.

<TABLE>
<CAPTION>


 Non-interest Income
 (dollars in thousands)                 2005                      2004
                                 _______________________________________________
                                  Amount      Percent        Amount      Percent
                                 _______________________________________________
<S>                               <C>           <C>          <C>           <C>

 Gain on sale of SBA loans        $ 1,062       55.3%        $ 1,386       72.9%
 SBA loan servicing income            173        9.0%            141        7.4%
 Depositor service charges            137        7.1%            172        9.1%
 Other operating income               548       28.5%            202       10.6%
                                 ____________________        ___________________
                                  $ 1,920      100.0%        $ 1,901      100.0%
                                 ====================        ===================

</TABLE>


         Non-interest  income  totaled  $1,920,000  for the first six  months of
2005,  an  increase  of $19,000 or 1.0% from  $1,901,000  in 2004.  Non-interest
income consists  primarily of gains  recognized on sales of SBA loans,  SBA loan
packaging fees,  service charge income on deposit accounts and increase in value
of Bank owned life insurance.  The increase in non-interest income for the first
six months of 2005 was primarily a result of an increase of $205,000 in value of
Bank owned life insurance,  offset by a decrease in income recognized on sale of
SBA loans.

           Revenue  from  sales  of  SBA  loans  is   dependent  on   consistent
origination  and  funding  of new loan  volumes,  the  timing  of  which  may be
impacted,  from time to time, by (1) increased  competition  from other lenders;
(2) the relative attractiveness of SBA borrowing to other financing options; (3)
adjustment of programs by the SBA; (4) changes in activities of secondary market
participants and; (5) other factors. Gains recognized on sales of SBA loans were
$1,062,000 in the six months ended June 30, 2005 which represented a decrease of
$324,000 or 23% compared to $1,386,000 the same period one year earlier.  During
the first six months of 2005 the Company's SBA group funded $31.1 million in new
loans and sold $29.1  million which  compared to $36.5 million  funded and $31.0
million sold in the same period one year earlier.

NON-INTEREST EXPENSE

         The  components of other  expense are set forth in the following  table
for the six months ended June 30, 2005 and 2004.

 Other Expense as a Percent of Average Earning Assets
 (dollars in thousands)
                                       2005                       2004
                               _______________________________________________
                                Amount      Percent        Amount      Percent
                               _______________________________________________

 Salaries and benefits          $ 5,332        2.7%        $ 3,573        2.4%
 Occupancy                          804        0.4%            745        0.5%
 Data processing                    504        0.3%            301        0.2%
 Legal and professional             337        0.2%            323        0.2%
 Furniture and equipment            288        0.1%            246        0.2%
 Other                            1,692        0.9%          1,021        0.7%
                               _______________________________________________
                                $ 8,957        4.6%        $ 6,209        4.2%
                               ========                    =======



                                       25


<PAGE>


         Operating  expenses were  $8,957,000  for the six months ended June 30,
2005, an increase of $2,748,000 or 44.3% from  $6,209,000 at June 30, 2004. As a
percentage of average  earning  assets,  other expenses for the six months ended
June 30, 2005 and 2004 were 4.6% and 4.2%, respectively, on an annualized basis.
In 2005, operating expenses were comprised primarily of salaries and benefits of
$5,332,000, which compared to $3,573,000 in 2004, occupancy expense of $804,000,
which  compared  to $745,000 in 2004,  and data  processing  expense of $504,000
which  compared to $301,000 in 2004.  The  increase in salaries and benefits was
primarily due to the additional  headcount related to expansion of the business.
At June 30,  2005,  the Company  employed 93 FTE  compared to 70 FTE on the same
date one year  earlier.  The increase in occupancy  expense is primarily  due to
expense related to the facility at 55 Almaden Blvd, San Jose, California and the
new facility at 2010 Crow Canyon Place,  Suite 100 San Ramon,  California.  Data
processing  expense  increased  primarily as a result of  increased  volumes and
locations.

BALANCE SHEET

         Total  assets of Bridge Bank at June 30, 2005 were $498.5  million,  an
increase of $96.5  million or 24% as compared to $402.0  million at December 31,
2004.  Growth in total  assets was  principally  due to an  increase  in deposit
balances.

         The  following  table  shows  the  Company's  loans by type  and  their
percentage  distribution  for the periods  ended June 30, 2005 and  December 31,
2004.


LOAN PORTFOLIO
(dollars in thousands)                           June 30,     December 31,
                                                   2005             2004
                                                __________________________

Commercial                                      $ 125,148        $ 100,681
SBA                                                45,185           45,251
Real estate construction                           55,341           42,323
Real estate other                                  89,885           80,044
Factoring and Asset based                          28,060           22,342
Other                                               5,381            3,945
                                                __________________________
Total gross loans                                 349,000          294,586
Unearned fee income                                (1,044)            (973)
  Total loan portfolio                            347,956          293,613
                                                __________________________
Less allowance for credit losses                   (4,886)          (4,146)
                                                __________________________
     Loans, net                                 $ 343,070        $ 289,467
                                                ==========================

Commercial                                          35.9%            34.2%
SBA                                                 12.9%            15.4%
Real estate construction                            15.9%            14.3%
Real estate term                                    25.8%            27.2%
Factoring and Asset based                            8.0%             7.6%
Other                                                1.5%             1.3%
                                                __________________________
Total gross loans                                  100.0%           100.0%
                                                ==========================


         Net loan balances  increased to $343.1 million at June 30, 2005,  which
represented  an increase of $53.6 million  (18.5%) as compared to $289.5 million
at  December  31,  2004.  The  increase  in loans was  primarily  in real estate
construction  and real estate other (including home equity lines) and commercial
loans without a concentration  in any one specific  category of loans,  although
overall real estate secured loans comprise over 42% of loan balances at June 30,
2005. The increase was a result of general marketing efforts.


                                       26


<PAGE>


         The Company's  commercial loan portfolio  represents loans to small and
middle-market businesses in the Santa Clara county region. Commercial loans were
$125.1 million at June 30, 2005, which  represented an increase of $24.5 million
or 24.3% over $100.7 million at December 31, 2004. At June 30, 2005,  commercial
loans comprised 35.9% of total loans  outstanding  compared to 34.2% at December
31, 2004.

         In June of 2002, the Company  established an SBA lending group in Santa
Clara with a loan production  office in Sacramento  county. In October 2004, the
Company  established a loan production office in San Diego county.  The Company,
as a Preferred  Lender,  originates SBA loans and participates in the SBA 7A and
504 SBA lending programs. Under the 7A program, a loan is made for commercial or
real estate purposes. The SBA guarantees these loans and the guarantee may range
from 70% to 90% of the total loan. In addition, the loan could be collateralized
by a deed of trust on real  estate.  Under the 504  program,  The Company  lends
directly  to the  borrower  and  takes a  first  deed of  trust  to the  subject
property. In addition the SBA through a Community Development Corporation, makes
an  additional  loan to the  borrower  and takes a deed of trust  subject to the
Company's  position.  The  Company's  position  in  relation  to the real estate
"piggyback" loans can range from 50% to 70% loan to value. At June 30, 2005, SBA
loans comprised $45.2 million,  or 12.9%, of total loans, a slight increase from
$45.3  million at December 31, 2004.  The Company has the ability and the intent
to sell all or a portion of the SBA loans and,  as such,  carries  the  saleable
portion of SBA loans at the lower of aggregate  cost or fair value.  At June 30,
2005 and December 31, 2004, the fair value of SBA loans exceeded  aggregate cost
and therefore, SBA loans were carried at aggregate cost.

         The Company's  construction loan portfolio  primarily consists of loans
to finance individual  single-family  residential  homes,  approximately half of
which are owner-occupied  projects.  Construction loans increased $13.0 million,
or 30.8%,  to $55.3  million at June 30, 2005 over $42.3 million at December 31,
2004. Construction loan balances at June 30, 2005 comprised 15.9% of total loans
compared to 14.3% at December 31, 2004.

         Other  real  estate  loans  increased  $9.9  million  or 12.3% to $89.9
million at June 30, 2005 over $80.0  million at December 31, 2004.  The increase
in other real estate loans was  approximately  equally split between home equity
lines of credit and other real  estate  term  loans.  Other  real  estate  loans
represented  25.8% of total  loans at June 30,  2005 and 27.2% at  December  31,
2004.

         Average  total  assets of the Company for the six months ended June 30,
2005 were  $429.0  million.  Average  earning  assets  reached  $392.2  million,
representing  91.4% of total assets,  in the six months ended June 30, 2005 with
an average  yield of 7.4%.  The  increase in yield  reflects the increase in the
volume and interest rate on average  earning assets.  In addition,  average loan
balances  for  the  six  months  ended  June  30,  2005  were  $319.9   million,
representing  81.6% of average  earning assets and 85.1% of average  deposits as
compared to $212.8  million for the six months ended June 30, 2004  representing
71.6% of average earning assets and 75.0% of average deposits.

         Deposits represent Bridge Bank's principal source of funds. Most of the
Bank's  deposits  are  obtained  from  professionals,  small-  to  medium  sized
businesses  and  individuals  within the Bank's market area.  The Bank's deposit
base consists of non-interest and interest-bearing demand deposits,  savings and
money  market  accounts  and  certificates  of  deposit.   The  following  table
summarizes  the  composition  of deposits as of June 30, 2005 and  December  31,
2004.


                                       27


<PAGE>

<TABLE>
<CAPTION>


DEPOSIT CATEGORIES
(dollars in thousands)               June 30, 2005               December 31, 2004
                                 ______________________        _____________________
                                               Percent                       Percent
                                   Total       of total          Total      of total
                                   Amount      deposits          Amount     deposits
                                 ___________________________________________________
<S>                              <C>             <C>           <C>            <C>

Noninterest-bearing  demand      $ 178,245       39.94%        $ 126,895      36.00%
Interest-bearing demand              3,398        0.76%            3,946       1.12%
Money market and savings           209,047       46.84%          169,801      48.18%
Certificates of deposit:
  Less than $100                    20,154        4.52%           16,182       4.59%
  $100 and more                     35,450        7.94%           35,632      10.11%
                                 ___________________________________________________

Total                            $ 446,294      100.00%        $ 352,456     100.00%
                                 ======================        =====================

</TABLE>


         Deposits  increased  $93.8  million  or 26.6%  from  $352.5  million at
December 31, 2004 to $446.3  million at June 30, 2005.  The increase in deposits
was primarily in  non-interest  bearing  demand and money market  accounts.  The
increase  can  be  attributed  to  marketing  efforts  to  attract  new  account
relationships  and the increased level of title and escrow company and 1031 real
estate  exchange  funds on deposit at June 30, 2005.  Deposit totals at June 30,
2005 included  $90.6  million,  or 20.2%,  in title and escrow  company  account
balances  compared to $55.3 million,  or 15.6%, at December 31, 2004.  Excluding
title and escrow company account balances,  deposits  increased $58.5 million or
16.6% compared to December 31, 2004.

         At June 30, 2005,  the total number of deposit  accounts  reached 2,351
with an average balance per account (excluding title) of approximately $151,294.

         Average  deposits  for the six months  ended June 30,  2005 were $375.8
million  comprised of average  interest-bearing  deposits of $230.4  million and
average non-interest bearing demand deposits of $145.4 million. The average rate
paid on  interest-bearing  deposits  was  2.3%  and the  Company's  overall  net
interest margin was 6.0%.

LEVERAGE

         Total gross loan  balances at June 30,  2005 were $349.0  million.  The
resulting loan to deposit ratio was 78.2%. Other earning assets at June 30, 2005
were  primarily  comprised of Fed Funds sold of $50.8  million and  governmental
mutual fund investment of $50 million. To date, the Company has deployed earning
assets  primarily  in Fed funds or  governmental  mutual  funds to  address  the
potential  volatility of the title company  deposit  balances and to accommodate
projected loan funding.

CAPITAL RESOURCES

         The  Company and the Bank are  subject to the  capital  guidelines  and
regulations  governing  capital adequacy for bank holding companies and national
banks.  Additional capital  requirements may be imposed on banks based on market
risk.  The FDIC requires a Tier 1 capital(1)/  ratio to total assets ratio of 8%
for new banks during the first three years of operation.

__________________
1/ Tier 1 capital is generally  defined as the sum of the core capital  elements
less goodwill and certain  intangibles.  The following items are defined as core
capital elements: (i) common stockholders' equity; (ii) qualifying noncumulative
perpetual  preferred stock and related surplus;  and (iii minority  interests in
the equity accounts of consolidated subsidiaries.


                                       28


<PAGE>


         After the first three years of operations,  the Comptroller  requires a
minimum  leverage  ratio of 3% of Tier 1 capital to total  assets  for  national
banks that have received the highest  composite  regulatory rating (a regulatory
measurement of capital, assets, management, earnings and liquidity) and that are
not anticipating or experiencing any significant  growth. All other institutions
are  required to maintain a leverage  ratio of at least 100 to 200 basis  points
above the 3% minimum.


     The  Comptroller's  regulations  also require  national banks to maintain a
minimum ratio of  qualifying  total  capital to  risk-weighted  assets of 8.00%.
Risk-based capital ratios are calculated with reference to risk-weighted assets,
including  both on and  off-balance  sheet  exposures,  which are  multiplied by
certain risk  weights  assigned by the  Comptroller  to those  assets.  At least
one-half of the qualifying capital must be in the form of Tier 1 capital.

         The risk-based capital ratio focuses principally on broad categories of
credit risk,  and might not take into account many other factors that can affect
a bank's financial  condition.  These factors include overall interest rate risk
exposure;  liquidity,  funding  and  market  risks;  the  quality  and  level of
earnings;   concentrations   of  credit  risk;   certain   risks   arising  from
nontraditional   activities;   the  quality  of  loans  and   investments;   the
effectiveness of loan and investment policies;  and management's overall ability
to monitor  and  control  financial  and  operating  risks,  including  the risk
presented  by  concentrations  of  credit  and  nontraditional  activities.  The
Comptroller has addressed many of these areas in related rule-making  proposals.
In addition to  evaluating  capital  ratios,  an overall  assessment  of capital
adequacy  must take into account of each of these other  factors  including,  in
particular,  the level and severity of problem and adversely  classified assets.
For this reason, the final supervisory judgment on a bank's capital adequacy may
differ  significantly  from the conclusions  that might be drawn solely from the
absolute level of the Company's  risk-based  capital ratio.  The Comptroller has
stated that banks generally are expected to operate above the minimum risk-based
capital ratio. Banks contemplating significant expansion plans, as well as those
institutions  with  high or  inordinate  levels  of risk,  should  hold  capital
consistent with the level and nature of the risks to which they are exposed.

         Further,  The  Banking  agencies  have  adopted  modifications  to  the
risk-based  capital  regulations  to include  standards  for interest  rate risk
exposures.  Interest  rate risk is the  exposure of a bank's  current and future
earnings and equity  capital  arising from  movements in interest  rates.  While
interest  rate risk is inherent in a bank's role as financial  intermediary,  it
introduces volatility to bank earnings and to the economic value of The Company.
The Banking agencies have addressed this problem by implementing  changes to the
capital standards to include a bank's exposure to declines in the economic value
of its  capital  due to changes in  interest  rates as a factor that The Banking
agencies  consider  in  evaluating  an  institution's  capital  adequacy.   Bank
examiners  consider a bank's historical  financial  performance and its earnings
exposure to interest rate movements as well as  qualitative  factors such as the
adequacy of a bank's internal interest rate risk management.

         Finally,  institutions with significant trading activities must measure
and hold capital for exposure to general  market risk arising from  fluctuations
in interest rates,  equity prices,  foreign  exchange rates and commodity prices
and exposure to specific risk associated  with debt and equity  positions in the
trading portfolio.  General market risk refers to changes in the market value of
on-balance-sheet  assets and off-balance-sheet items resulting from broad market
movements.  Specific  market  risk  refers to  changes  in the  market  value of
individual  positions  due to  factors  other than broad  market  movements  and
includes such risks as the credit risk of an instrument's issuer. The additional
capital  requirements  apply  effective  January  1, 1998 to  institutions  with
trading assets and  liabilities  equal to 10% or more of total assets or trading
activity  of $1 billion or more.  The  federal  banking  agencies  may apply the
market risk regulations on a case-by-case  basis to institutions not meeting the
eligibility criteria if necessary for safety and soundness reasons.


                                       29


<PAGE>



         In connection with the recent  regulatory  attention to market risk and
interest rate risk, the federal banking agencies will evaluate an institution in
its  periodic  examination  on the degree to which  changes in  interest  rates,
foreign exchange rates, commodity prices or equity prices can affect a financial
institution's  earnings or  capital.  In  addition,  the  agencies  focus in the
examination on an  institution's  ability to monitor and manage its market risk,
and will  provide  management  with a clearer  and more  focused  indication  of
supervisory concerns in this area.

         Under certain  circumstances,  the  Comptroller  may determine that the
capital  ratios for a national  bank shall be  maintained  at levels,  which are
higher than the minimum levels required by the guidelines. A national bank which
does not achieve and maintain adequate capital levels as required may be subject
to  supervisory  action by the  Comptroller  through  the  issuance of a capital
directive to ensure the maintenance of required capital levels. In addition, the
Company is required to meet certain guidelines of the Comptroller concerning the
maintenance of an adequate allowance for loan and lease losses.

         The  Company's  Tier 1  capital  at June  30,  2005 was  $47.8  million
comprised  of $33.4  million  of  capital  stock and  surplus,  $2.5  million in
retained  earnings and trust  preferred  securities up to the allowable limit of
$11.9 million.

         The following table shows the Company's capital ratios at June 30, 2005
and  December  31, 2004 as well as the  minimum  capital  ratios  required to be
deemed "well capitalized" under the regulatory framework.

<TABLE>
<CAPTION>

(in thousands)                         As of June 30, 2005           As of December 31, 2004
                                       ___________________           _______________________
                                       Amount        Ratio           Amount            Ratio
                                       ___________________           _______________________
<S>                                   <C>          <C>               <C>           <C>

Company Capital Ratios
__________________________________

Tier 1 Capital                        $47,813      11.91%            $44,172       12.34%
(to Risk Weighted Assets)
Tier 1 capital minimum requirement    $16,063       4.00%            $14,313        4.00%

Total Capital                         $52,764      13.14%            $49,268       13.77%
(to Risk Weighted Assets)
Total capital minimum requirement     $32,127       8.00%            $28,625        8.00%

Company leverage
Tier 1 Capital                        $47,813      11.15%            $44,172        12.94%
(to Average Assets)
Total capital minimum requirement     $17,160       4.00%            $13,659         4.00%

Bank Risk Based Capital Ratios
__________________________________

Tier 1 Capital                        $45,881      11.43%            $43,058       12.03%
(to Risk Weighted Assets)
Tier 1 capital minimum requirement    $16,063       4.00%            $14,313        4.00%

Total Capital                         $50,767      12.64%            $47,204       13.19%
(to Risk Weighted Assets)
Total capital minimum requirement     $32,126       8.00%            $28,625        8.00%

Bank leverage
Tier 1 Capital                        $45,881      10.70%            $43,058       12.61%
(to Average Assets)
Total capital minimum requirement     $17,159       4.00%            $13,659        4.00%

</TABLE>


         However, de novo banks are generally required to hold capital in excess
of the amounts  depicted in the table above.  FDIC policies  generally  preclude
dividend  payments  during  the  first  three  years of  operation,  allow  cash
dividends to be paid only from net operating income, and do not permit dividends


                                       30


<PAGE>


to be paid until an  appropriate  allowance  for loans and lease losses has been
established and overall capital is adequate. The FDIC requires that a depository
institution maintain a Tier 1 capital to assets ratio of not less than 8% during
the first three years of operation.

The Company and the Bank were considered well capitalized at June 30, 2005.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

LIQUIDITY/INTEREST RATE SENSITIVITY

         The  Company  manages its  liquidity  to provide  adequate  funds at an
acceptable  cost to support  borrowing  requirements  and  deposit  flows of its
customers. At June 30, 2005 and December 31, 2004, liquid assets as a percentage
of deposits were 30.6% and 27.1%, respectively. In addition to cash and due from
banks, liquid assets include  interest-bearing  deposits in other banks, Federal
funds sold and  securities  available  for sale.  The Company has $14 million in
Federal  funds  lines  of  credit  available  with  correspondent  banks to meet
liquidity  needs and  additionally  has  approximately  $14 million in borrowing
capacity at the Federal Home Loan Bank of San Francisco.  The Company's  balance
sheet position is asset-sensitive (based upon the significant amount of variable
rate loans and the  repricing  characteristics  of its deposit  accounts).  This
balance sheet position generally provides a hedge against rising interest rates,
but has a  detrimental  effect  during  times of interest  rate  decreases.  Net
interest income is generally  negatively impacted in the short term by a decline
in interest  rates.  Conversely,  an increase  in interest  rates  should have a
short-term positive impact on net interest income.

         The  following   table  sets  forth  the   distribution   of  repricing
opportunities,  based on contractual  terms of The Company's  earning assets and
interest-bearing liabilities at June 30, 2005, the interest rate sensitivity gap
(i.e. interest rate sensitive assets less interest rate sensitive  liabilities),
the cumulative  interest rate sensitivity gap, the interest rate sensitivity gap
ratio (i.e.  interest rate  sensitive  assets divided by interest rate sensitive
liabilities) and the cumulative interest rate sensitivity gap ratio.


                                       31


<PAGE>

<TABLE>
<CAPTION>


DISTRIBUTION OF REPRICING OPPORTUNITIES
June 30, 2005
(dollars in thousands)
                                                  After three   After six    After one
                                        Within     months but   months but   year but      After
                                        three      within six   within one    within       five
                                        months       months        year     five years     years       Total
                                        _____________________________________________________________________
<S>                                     <C>              <C>          <C>         <C>         <C>    <C>

Federal funds sold                      $50,765          $ -          $ -         $ -         $ -    $ 50,765
Governmental mutual funds                50,000            -            -           -           -      50,000
U.S. Treasury securities                    199            -            -           -           -         199
Agency securities                         1,996        3,986        6,256       5,924           -      18,162
Loans                                   208,244       18,221       42,015      51,399      29,121     349,000
                                        _____________________________________________________________________
 Total earning assets                   311,204       22,207       48,271      57,323      29,121     468,126
                                        _____________________________________________________________________
Interest checking, money market
  and savings                           212,445            -            -           -           -     212,445
Certificates of deposit:
 Less than $100,000                       4,893        1,382       10,467       3,412           -      20,154
  $100,000 or more                       19,932        1,645       10,221       3,652           -      35,450
                                        _____________________________________________________________________
 Total interest-bearing liabilities     237,270        3,027       20,688       7,064           0     268,049
                                        _____________________________________________________________________
Interest rate gap                       $73,934      $19,180      $27,583     $50,259     $29,121    $200,077
                                        =====================================================================
Cumulative interest rate gap            $73,934      $93,114     $120,697    $170,956    $200,077
                                        =========================================================
Interest rate gap ratio                    0.24         0.86         0.57        0.88        1.00
                                        =========================================================
Cumulative interest rate gap ratio         0.24         0.28         0.32        0.39        0.43
                                        =========================================================

</TABLE>


         Based on the  contractual  terms of its  assets  and  liabilities,  The
Company's  balance  sheet as June 30, 2005 was asset  sensitive  in terms of its
short-term  exposure to interest rates.  That is, at June 30, 2005 the volume of
assets  that  might  reprice  within  the  next  year  exceeded  the  volume  of
liabilities  that might reprice.  This position  provides a hedge against rising
interest rates, but has a detrimental effect during times of rate decreases. Net
interest  income is  negatively  impacted  by a decline  in  interest  rates and
positively  impacted by an increase in interest rates. To partially mitigate the
adverse impact of declining  rates,  the majority of variable rate loans made by
the Company have been written with a minimum "floor" rate.

The following table shows contractual maturity of the loan portfolio at June 30,
2005 and  December 31, 2004.  At June 30,  2005,  approximately  72% of the loan
portfolio  is priced with  floating  interest  rates which limit the exposure to
interest rate risk on long-term loans.


                                       32


<PAGE>

<TABLE>
<CAPTION>


                               Balances at                  Due after one
                                 June 30,     Due one year   year through   Due after
(dollars in thousands)             2005          or less      five years   five years
_____________________________________________________________________________________
<S>                             <C>             <C>            <C>          <C>

Commercial and other            $ 125,148       $67,807        $47,734      $9,607
SBA                                45,185         3,737            146      41,302
Real estate construction           55,341        55,341              -           -
Real estate-other                  89,885        40,435         10,421      39,029
Factoring/ABL                      28,060        26,336          1,724           -
Other                               5,381         4,929            452           -
                               ______________________________________________________
TOTAL                           $ 349,000      $198,585        $60,477     $89,938
                               ======================================================

                               Balances at                  Due after one
                               December 31,   Due one year   year through   Due after
(dollars in thousands)             2004          or less      five years   five years
_____________________________________________________________________________________

Commercial and other             $100,681       $40,649        $46,138     $13,894
SBA                                45,251         9,411              -      35,840
Real estate construction           42,323        37,623          4,700           -
Real estate-other                  80,044        38,014         12,585      29,445
Factoring/ABL                      22,342        19,638          2,704           -
Other                               3,945         3,715            230           -
                                _____________________________________________________
TOTAL                            $294,586      $149,050        $66,357     $79,179
                                =====================================================

</TABLE>


OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS

The definition of "off-balance  sheet  arrangements"  includes any  transaction,
agreement or other  contractual  arrangement to which an entity is a party under
which we have:

     o    Any obligation under a guarantee contract that has the characteristics
          as defined in paragraph 3 of FASB  Interpretation No. 45, "Guarantor's
          Accounting  and  Disclosure   Requirements  for  Guarantee   including
          Indirect Guarantees of Indebtedness to Others" ("FIN 45");

     o    A  retained  or  contingent  interest  in  assets  transferred  to  an
          unconsolidated  entity or similar  arrangement  that serves as credit,
          liquidity or market risk support to that entity for such assets,  such
          as  a  subordinated   retained  interest  in  a  pool  of  receivables
          transferred to an unconsolidated entity;

     o    Any obligation,  including a contingent  obligation,  under a contract
          that would be accounted for as a derivative instrument, except that it
          is both  indexed  to the  registrant's  own  stock and  classified  in
          stockholders' equity; or

     o    Any obligation,  including  contingent  obligations,  arising out of a
          material variable interest,  as defined in FASB Interpretation No. 46,
          "Consolidation  of  Variable  Interest  Entities"  ("FIN  46"),  in an
          unconsolidated entity that provides financing,  liquidity, market risk
          or credit  risk  support to the  registrant,  or  engages in  leasing,
          hedging or research and development services with the registrant.

          In the ordinary course of business,  we have issued certain guarantees
          which qualify as off-balance sheet  arrangements,  as of June 30, 2005
          those guarantees include the following:


             Standby Letters of Credit in the amount of $7,512,000.

The  table  below  summarizes  the  Company's   off-balance   sheet  contractual
obligations.


                                       33


<PAGE>

<TABLE>
<CAPTION>


Off-balance Sheet Arrangement and Aggregate Contractual Obligations

                                                      Payments due by period
                            _______________________________________________________________________
 Contractural Obligations                   Less than        1 - 3          3 - 5        More than
                               Total          1 year         years          years         5 years
___________________________________________________________________________________________________
<S>                           <C>            <C>            <C>                  <C>            <C>

Long-term contracts           $ 339,000      $ 236,000      $ 103,000            $ -            $ -

Operating leases              8,753,000        755,000      1,791,000      1,093,000      5,114,000
                            _______________________________________________________________________
Total                       $ 9,092,000      $ 991,000    $ 1,894,000    $ 1,093,000    $ 5,114,000
                            =======================================================================

</TABLE>


ITEM  4 -  CONTROLS  AND PROCEDURES

As of the end of the period  covered by this report,  the Company  evaluated the
effectiveness  of the design  and  operation  of its  "disclosure  controls  and
procedures" and its "internal control over financial reporting". This evaluation
was  done  under  the  supervision  and with the  participation  of  management,
including our President and Chief Executive Officer and Chief Financial Officer.
Based on that  evaluation,  our Chief  Executive  Officer  and  Chief  Financial
Officer  have  concluded  that  our  disclosure   controls  and  procedures  are
effective.

There has been no change in our internal  control over financial  reporting that
occurred  during the fiscal  quarter  ended  June 30,  2005 that has  materially
affected, or is reasonably likely to materially affect, such control.


                                     PART II

ITEM 1 - LEGAL PROCEEDINGS

         The Company is not a defendant in any pending legal  proceedings and no
such proceedings are known to be contemplated.  No director, officer, affiliate,
more than 5%  shareholder  of the Company or any associate of these persons is a
party adverse to the Company or has a material  interest  adverse to the Company
in any material legal proceeding.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         Not applicable.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

The  Bank's  Annual  Meeting  of  Shareholders  was  held on May 19,  2005  (the
"Meeting") for the following purposes:

     1.   To elect directors;

     2.   To transact such other business,  including but not limited to motions
          for  adjournment,  as may properly  come before the Meeting and at any
          and all adjournments thereof.


                                       34


<PAGE>


         There  were no  nominations  for  directors  other  than  the ten  (10)
nominees of the Board of  Directors.  Each  nominee was an  incumbent  director.
Therefore, the following nominees were each elected as a Director until the next
annual  meeting of  shareholders  and until  his/her  successor  is elected  and
qualified.

Nominee                     Shares Voted in Favor              Shares withheld

Richard M. Brenner                 5,286,557                        3,170
David V. Campbell                  5,286,557                        3,170
David K. Chui                      5,286,557                        3,170
Robert P. Gionfriddo               5,286,557                        3,170
Francis J. Harvey                  5,281,557                        8,170
Allan C. Kramer, M.D.              5,286,557                        3,170
Robert P. Latta                    5,281,557                        8,170
Daniel P. Myers                    5,243,807                       45,920
Thomas M. Quigg                    5,274,727                       15,000
Barry A. Turkus                    5,276,557                       13,170


ITEM 5 - OTHER INFORMATION

                                      None.


ITEM 6 -  EXHIBITS

          (A) EXHIBITS

          See Index to Exhibits at page 35 of this Quarterly Report on Form
          10-Q.


                                       35


<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT

31.         Rule 13a-14(a) Certifications.

31.1        Certification of Chief Executive Officer

31.2        Certification of Chief Financial Officer

32.         Certifications under Section 1350 of title 18 U.S.C.

32.1        Certification of Chief Executive Officer

32.2        Certification of Chief Financial Officer


__________________









                                       36


<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                      BRIDGE CAPITAL HOLDINGS




Dated: August 4, 2005                 By: \s\ DANIEL P. MYERS
                                          _________________________________
                                              Daniel P. Myers
                                              President and Chief Executive
                                              Officer
                                              (Principal Executive Officer)



Dated: August 4, 2005                 By: \s\ THOMAS A. SA
                                          _________________________________
                                              Thomas A. Sa
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)


                                       37