<PAGE>   1
                       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   September 30, 1997.
                                 ------------------  

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

For the Transition Period from ________________ to ________________

                          Commission File No. 0-25418.

                              CENTRAL COAST BANCORP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             California                                     77-0367061     .
  -------------------------------                    ------------------------
  (State or other jurisdiction of                    (IRS Employer ID Number)
  incorporation or organization)


  301 Main Street, Salinas, California .                      93901   .
 ----------------------------------------                  ----------
 (Address of principal executive offices)                  (Zip code)


                                (408) 422-6642 .
                         -------------------------------
                         (Registrant's telephone number,
                              including area code)

Indicate by check mark whether the registrant (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 (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                                         Yes [X]    No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

  No par value Common Stock - 4,368,469 shares outstanding at October 22, 1997.
                                                              ----------------


                                  Page 1 of 28


<PAGE>   2
                         PART I - FINANCIAL INFORMATION
                         Item 1.  Financial Statements:
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                          September 30, 1997 (Unaudited)   December 31, 1996
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                              <C>          
                                                                                                             
ASSETS                                                                                                       
  Cash and due from banks                                                           $  43,009,000            $  37,522,000
  Federal funds sold                                                                   64,332,000               23,135,000
----------------------------------------------------------------------------------------------------------------------------
    Total cash and equivalents                                                        107,341,000               60,657,000
  Interest-bearing deposits in other financial institutions                                     -                  999,000
  Securities:                                                                                                
    Available-for-sale                                                                 57,594,000                        -
    Held-to-maturity                                                                   48,155,000               70,877,000
    (Market value:  $48,284,000 at September 30, 1997                                                        
        and $70,835,000 at December 31, 1996)                                                                
  Loans held for sale                                                                     676,000                  447,000
  Loans:                                                                                                     
    Commercial                                                                        114,168,000              111,545,000
    Real estate-construction                                                           14,677,000               27,997,000
    Real estate-other                                                                 108,269,000               93,241,000
    Installment                                                                         8,027,000                8,230,000
----------------------------------------------------------------------------------------------------------------------------
    Total loans                                                                       245,141,000              241,013,000
    Allowance for credit losses                                                        (4,108,000)              (4,372,000)
    Deferred loan fees, net                                                              (567,000)                (649,000)
----------------------------------------------------------------------------------------------------------------------------
  Net Loans                                                                           240,466,000              235,992,000
----------------------------------------------------------------------------------------------------------------------------
  Premises and equipment, net                                                           1,900,000                1,140,000
  Accrued interest receivable and other assets                                          7,494,000                6,720,000
----------------------------------------------------------------------------------------------------------------------------
Total assets                                                                        $ 463,626,000            $ 376,832,000
============================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                         
                                                                                                             
  Deposits:                                                                                                    
    Demand, noninterest bearing                                                     $ 104,729,000            $  90,149,000
    Demand, interest bearing                                                           89,235,000               76,392,000
    Savings                                                                           101,070,000               89,650,000
    Time                                                                              120,553,000               82,472,000
----------------------------------------------------------------------------------------------------------------------------
    Total Deposits                                                                    415,587,000              338,663,000
  Accrued interest payable and other liabilities                                        6,479,000                1,837,000
----------------------------------------------------------------------------------------------------------------------------
  Total liabilities                                                                   422,066,000              340,500,000
----------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 4)                                                                       
SHAREHOLDERS' EQUITY:                                                                                        
  Preferred stock-no par value; authorized                                                                   
    1,000,000 shares; no shares issued                                                                       
  Common stock - no par value; authorized 20,000,000 shares; issued and                                      
    outstanding: 4,364,193 shares at September 30, 1997 and 4,273,227 shares
    at December 31, 1996                                                                                        
                                                                                       31,208,000               30,856,000
  Retained earnings                                                                    10,220,000                5,476,000
  Net unrealized gain on available-for-sale securities                                    132,000                        -
----------------------------------------------------------------------------------------------------------------------------
Shareholders' equity                                                                   41,560,000               36,332,000
----------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                          $ 463,626,000            $ 376,832,000
============================================================================================================================
</TABLE>


See notes to Consolidated Condensed Financial Statements


                                       2
<PAGE>   3
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)


<TABLE>
<CAPTION>
                                                                   Three Months Ended                 Nine months ended
                                                                      September 30,                     September 30,
----------------------------------------------------------------------------------------------------------------------------
                                                                  1997            1996              1997             1996
----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>              <C>              <C>        

INTEREST INCOME
   Loans (including fees)                                     $ 6,309,000      $ 5,507,000      $18,565,000      $16,592,000
   Investment securities                                        1,612,000        1,282,000        4,235,000        3,841,000
   Other                                                          816,000          380,000        2,123,000        1,480,000
----------------------------------------------------------------------------------------------------------------------------
       Total interest income                                    8,737,000        7,169,000       24,923,000       21,913,000
----------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
   Interest on deposits                                         3,105,000        2,436,000        8,644,000        7,409,000
   Other                                                           20,000                -           92,000                -
----------------------------------------------------------------------------------------------------------------------------
       Total interest expense                                   3,125,000        2,436,000        8,736,000        7,409,000
----------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME                                             5,612,000        4,733,000       16,187,000       14,504,000
PROVISION FOR CREDIT LOSSES                                             -                -                -          159,000
----------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER
   PROVISION FOR CREDIT LOSSES                                  5,612,000        4,733,000       16,187,000       14,345,000
----------------------------------------------------------------------------------------------------------------------------
OTHER INCOME                                                      428,000          406,000        1,234,000        1,118,000
----------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES
   Salaries and benefits                                        1,926,000        1,405,000        5,668,000        4,563,000
   Occupancy                                                      213,000          183,000          654,000          534,000
   Furniture and equipment                                        205,000          178,000          592,000          500,000
   Other                                                          856,000          701,000        2,479,000        2,039,000
----------------------------------------------------------------------------------------------------------------------------
       Total other expenses                                     3,200,000        2,467,000        9,393,000        7,636,000
----------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                      2,840,000        2,672,000        8,028,000        7,827,000
PROVISION FOR INCOME TAXES                                      1,155,000        1,149,000        3,284,000        2,942,000
----------------------------------------------------------------------------------------------------------------------------
       NET INCOME                                             $ 1,685,000      $ 1,523,000      $ 4,744,000      $ 4,885,000
============================================================================================================================
NET INCOME PER COMMON AND
   COMMON EQUIVALENT SHARE                                    $      0.34      $      0.33      $      0.96      $      1.05
============================================================================================================================
</TABLE>


See notes to Consolidated Condensed Financial Statements


                                       3
<PAGE>   4
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Nine  months ended September 30,                                        1997                1996
----------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>          

CASH FLOWS FROM OPERATIONS:
   Net income                                                      $   4,744,000       $   4,885,000
   Reconciliation of net income to net cash provided
   by operating activities:
     Provision for credit losses                                               -             159,000
     Net gain on sale of fixed assets                                    (11,000)             (1,000)
     Depreciation                                                        378,000             318,000
     Amortization and accretion                                         (218,000)            (59,000)
     Loss on other real estate owned                                      17,000                   -
   Increase in accrued interest receivable and other assets           (1,300,000)           (274,000)
   Increase in accrued interest payable and other liabilities          2,142,000             735,000
   (Increase) decrease in deferred loan fees                             (82,000)            171,000
----------------------------------------------------------------------------------------------------
       Net cash provided by operations                                 5,670,000           5,934,000
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net decrease in interest-bearing
     deposits in financial institutions                                  999,000           3,193,000
   Proceeds from maturities of securities                             69,026,000          46,427,000
   Purchase of securities                                           (103,288,000)        (46,161,000)
   Net change in loans held for sale                                    (229,000)            179,000
   Net increase in loans                                              (4,852,000)        (23,914,000)
   Proceeds from sale of other real estate owned                         709,000                   -
   Proceeds from sale of fixed assets                                     11,000               1,000
   Capital expenditures                                               (1,138,000)           (202,000)
----------------------------------------------------------------------------------------------------
       Net cash used by investing activities                         (38,762,000)        (20,477,000)
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in deposit accounts                        76,924,000            (199,000)
   Net increase in short-term borrowings                               2,500,000                   -
   Proceeds from sale of stock                                           360,000             168,000
   Fractional shares repurchased                                          (8,000)             (6,000)
----------------------------------------------------------------------------------------------------
       Net cash provided by financing activities                      79,776,000             (37,000)
----------------------------------------------------------------------------------------------------
  Net increase (decrease) in cash and equivalents                     46,684,000         (14,580,000)
Cash and equivalents, beginning of period                             60,657,000          74,678,000
----------------------------------------------------------------------------------------------------
Cash and equivalents, end of period                                $ 107,341,000       $  60,098,000
====================================================================================================

OTHER CASH FLOW INFORMATION:
   Interest paid                                                   $   7,913,000       $   7,168,000
   Income taxes paid                                                   1,615,000           2,960,000
====================================================================================================
</TABLE>


See Notes to Consolidated Condensed Financial Statements


                                       4
<PAGE>   5
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         September 30, 1997 (Unaudited)


1. CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of Management, the unaudited consolidated condensed financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the Company's consolidated financial
position at September 30, 1997 and December 31, 1996, the results of operations
for the three and nine month periods ended September 30, 1997 and 1996, and cash
flows for the nine month periods ended September 30, 1997 and 1996.

Certain information and footnote disclosures normally presented in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These interim consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 1996 Annual Report to Shareholders. The
results of operations for the three and nine month periods ended September 30,
1997 may not necessarily be indicative of the operating results for the full
year.

In preparing such financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates. Material estimates that
are particularly susceptible to significant changes in the near term relate to
the determination of the allowance for credit losses and the carrying value of
other real estate owned. Management uses information provided by an independent
loan review service in connection with the determination of the allowance for
loan losses.

2. INVESTMENT SECURITIES

The Company is required under Financial Accounting Standards Board (FASB)
Statement No. 115, "Accounting for Investments in Certain Debt and Equity
Securities", to classify debt and equity securities into one of three
categories: held-to-maturity, trading or available-for-sale. Investment
securities classified as held-to-maturity are measured at amortized cost based
on the Company's positive intent and ability to hold such securities to
maturity. Trading securities are bought and held principally for the purpose of
selling them in the near term and are carried at market value with a
corresponding recognition of unrecognized holding gain or loss in the results of
operations. The remaining investment securities are classified as
available-for-sale and are measured at market value with a corresponding
recognition of the unrealized holding gain or loss (net of tax effect) as a
separate component of shareholders' equity until realized. Any gains and losses
on sales of investments are computed on a specific identification basis.


                                       5
<PAGE>   6
The carrying value and approximate market value of securities at September 30,
1997 and December 31, 1996 are as follows:


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                     Amortized      Unrealized      Unrealized          Market
In thousands                              Cost            Gain          Losses           Value
----------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>             <C>       

September 30, 1997
Available for sale securities:
U.S. Treasury and
   agency services
     Maturing within 1 year         $    8,998      $        2      $        2      $    8,998
     Maturing after 1 year
       but within 5 years               33,446             233              13          33,666
Bankers' Acceptances
     Maturing within 1 year             14,923               3               -          14,926
Other                                        4               -               -               4
----------------------------------------------------------------------------------------------
                                        57,371             238              15          57,594
----------------------------------------------------------------------------------------------
Held to maturity securities:
U.S. Treasury and
   agency services
     Maturing within 1 year             30,470              20              21          30,469
     Maturing after 1 year
       but within 5 years               14,573              76              12          14,637
     Maturing after 5 years
       but within 10 years                  20               2               -              22
     Maturing after 10 years               899              64               -             963
State & Political Subdivision
     Maturing after 5 Years              2,193               -               -           2,193
----------------------------------------------------------------------------------------------
                                        48,155             162              33          48,284
----------------------------------------------------------------------------------------------
Total investment securities         $  105,526      $      400      $       48      $  105,878
==============================================================================================

December 31, 1996
Held to maturity securities:
U.S. Treasury and
   agency services
     Maturing within 1 year         $   29,358      $       46      $        9      $   29,395
     Maturing after 1 year
       but within 5 years               37,460              71              96          37,435
     Maturing after 10 years             1,027               1              44             984
Corporate Debt Securities
     Maturing within 1 year              3,028               -              11           3,017
Other                                        4               -               -               4
----------------------------------------------------------------------------------------------
Total investment securities         $   70,877      $      118      $      160      $   70,835
==============================================================================================
</TABLE>


                                       6
<PAGE>   7
3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The activity in the allowance for credit losses is summarized as follows:


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                    Three months ended          Nine months ended
                                       September 30,               September 30,
In thousands                        1997          1996          1997          1996
-----------------------------------------------------------------------------------
<S>                               <C>           <C>           <C>           <C>    

   Beginning balance              $ 4,203       $ 4,410       $ 4,372       $ 4,446
   Provision charged to expense         -             -             -           159
   Loans charged off                 (174)          (44)         (417)         (285)
   Recoveries                          79            67           153           113
-----------------------------------------------------------------------------------
   Ending balance                 $ 4,108       $ 4,433       $ 4,108       $ 4,433
===================================================================================
</TABLE>

The allowance for credit losses reflects management's judgement as to the level
which is considered adequate to absorb potential losses inherent in the loan
portfolio. This allowance is increased by provisions charged to expense and
reduced by loan charge-offs net of recoveries. Management determines an
appropriate provision based upon information currently available to analyze
credit loss potential, including (1) the loan portfolio balance in the period;
(2) a comprehensive grading and review of new and existing loans outstanding;
(3) actual previous charge-offs; and, (4) changes in economic conditions.

In determining the provision for estimated losses related to specific major
loans, management evaluates its allowance on an individual loan basis, including
an analysis of the credit worthiness, cash flows and financial status of the
borrower, and the condition and the estimated value of the collateral. Specific
valuation allowance for secured loans are determined by the excess of recorded
investment in the loan over the fair market value or net realizable value where
appropriate, of the collateral. In determining overall general valuation
allowances to be maintained and the loan loss allowance ratio, management
evaluates many factors including prevailing and forecasted economic conditions,
regular reviews of the quality of loans, industry experience, historical loss
experience, composition and geographic concentrations of the loan portfolio, the
borrowers' ability to repay and repayment performance and estimated collateral
values.

Management believes that the allowance for credit losses at September 30, 1997
is prudent and warranted, based on information currently available. However, no
prediction of the ultimate level of loans charged off in future years can be
made with any certainty.

Nonperforming assets are comprised of loans delinquent 90 days or more with
respect to interest or principal, loans for which the accrual of interest has
been discontinued, and other real estate which has been acquired through
foreclosure and is awaiting disposition.

Unless well secured and in the process of collection, loans are placed on
nonaccrual status when a loan becomes 90 days past due as to interest or
principal, when the payment of interest or principal in accordance with the
contractual terms of the loan becomes uncertain or when a portion of the
principal balance has been charged off. When a loan is placed on 


                                       7
<PAGE>   8
nonaccrual status, the accrued and unpaid interest receivable is reversed and
the loan is accounted for on the cash or cost recovery method thereafter, until
qualifying for return to accrual status. Generally, a loan may be returned to
accrual status when all delinquent interest and principal become current in
accordance with the terms of the loan agreement and remaining principal is
considered collectible or when the loan is both well secured and in process of
collection.

Real estate and other assets acquired in satisfaction of indebtedness are
recorded at the lower of estimated fair market value net of anticipated selling
costs or the recorded loan amount, and any difference between this and the
amount is treated as a loan loss. Costs of maintaining other real estate owned
and gains or losses on the subsequent sale are reflected in current earnings.

Nonperforming loans and other real estate owned (foreclosed properties) are
summarized below:


<TABLE>
<CAPTION>
-------------------------------------------------------------------
                                       September 30,   December 31,
In thousands                               1997            1996
-------------------------------------------------------------------
<S>                                    <C>             <C>       

Past due 90 days or more and still
accruing
   Real estate                          $        6      $       59
   Commercial                                  126              60
   Installment and other                         -              90
-------------------------------------------------------------------
                                               132             209
-------------------------------------------------------------------
Nonaccrual:
   Real estate                                 394             419
   Commercial                                  210             184
   Installment and other                         -               1
-------------------------------------------------------------------
                                               604             604
-------------------------------------------------------------------
Total nonperforming loans               $      736      $      813
==================================================================
Other real estate owned                 $      230      $      348
==================================================================
</TABLE>

4. COMMITMENTS AND CONTINGENCIES

In the normal course of business there are outstanding various commitments to
extend credit which are not reflected in the financial statements, including
loan commitments of approximately $95,138,000 and standby letters of credit of
$4,733,000 at September 30, 1997. However, all such commitments will not
necessarily culminate in actual extensions of credit by the Company during 1997.

Approximately $16,783,000 of loan commitments outstanding at September 30, 1997
relate to real estate construction loans and are expected to fund within the
next twelve months. The remainder relate primarily to revolving lines of credit
or other commercial loans, and many of these commitments are expected to expire
without being drawn upon. Therefore, the total commitments do not necessarily
represent future cash requirements. The Banks evaluate each potential borrower
and the necessary collateral on an individual basis. Collateral varies, but may
include real property, bank deposits, debt or equity securities or business
assets.


                                       8
<PAGE>   9
Stand-by letters of credit are commitments written by the Banks to guarantee the
performance of a customer to a third party. These guarantees are issued
primarily relating to purchases of inventory by the Banks' commercial customers
and are typically short-term in nature. Credit risk is similar to that involved
in extending loan commitments to customers and accordingly, the Banks use
evaluation and collateral requirements similar to those for loan commitments.
Virtually all such commitments are collateralized.

5. NET INCOME PER SHARE COMPUTATION

Net income per common and equivalent share is calculated using weighted average
shares and dilutive effect of stock options outstanding during the period,
adjusted retroactively for subsequent stock dividends and splits, totaling
4,972,000 and 4,942,000 for the three and nine month periods ended September 30,
1997, respectively, and 4,686,000 and 4,667,000 for the three and nine month
periods ended September 30, 1996, respectively.

6. BRANCH ACQUISITION

On February 21, 1997, the Bank of Salinas purchased certain assets and assumed
certain liabilities of the Gonzales and Castroville offices of Wells Fargo Bank
(including unaudited total deposit liabilities of approximately $34 million). As
a result of the transaction the Bank assumed deposit liabilities, received cash
and acquired tangible assets. In addition, the transaction resulted in
intangible assets, representing the excess of the liabilities assumed over the
fair value of the tangible assets acquired.

7. RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). The
Company is required to adopt SFAS 128 in the fourth quarter of 1997 and will
restate at that time earnings per share (EPS) data for prior periods to conform
with SFAS 128. Earlier application is not permitted.

SFAS 128 replaces current EPS reporting requirements and requires a dual
presentation of basic and diluted EPS. Basic EPS excludes dilution and is
computed by dividing net income by the weighted average of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.

If SFAS 128 had been in effect during the current and prior year periods, basic
EPS would have been $.39 and $.36 for the quarters ended September 30, 1997 and
1996, respectively. Diluted EPS under SFAS 128 would not have been significantly
different than EPS currently reported for the periods.


                                       9
<PAGE>   10
In June 1997, the Financial Accounting Standards Board adopted Statements of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income", which
requires that an enterprise report, by major components and as a single total,
the change in its net assets during the period from nonowner sources; and No.
131 "Disclosures about Segments of an Enterprise and Related Information", which
establishes annual and interim reporting standards for an enterprise's business
segments and related disclosures about its products, services, geographic areas,
and major customers. Adoption of these statements will not impact the Company's
consolidated financial position, results of operations or cash flows. Both
statements are effective for fiscal years beginning after December 15, 1997,
with earlier application permitted.


                                       10
<PAGE>   11
Item 2.

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


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. Such risks and uncertainties include, but are not limited to, matters
described in Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Therefore, the information set forth
therein should be carefully considered when evaluating the business prospects of
the Company and the Banks.

Business Organization

Central Coast Bancorp (the "Company") is a California corporation organized in
1994, and is the parent company for Bank of Salinas and Cypress Bank (the
"Banks"), state-chartered banks, headquartered in Salinas and Seaside,
California, respectively. Other than its investment in the Banks, the Company
currently conducts no other significant business activities, although it is
authorized to engage in a variety of activities which are deemed closely related
to the business of banking upon prior approval of the Board of Governors of the
Federal Reserve System (the "FRB"), the Company's principal regulator.

The Banks offer a full range of commercial banking services, offering a diverse
range of traditional banking products and services to individuals, merchants,
small and medium-sized businesses, professionals and agribusiness enterprises
located in the Salinas Valley and Monterey Peninsula.

Summary of Financial Results

At September 30, 1997, total assets of Central Coast Bancorp were $463,626,000,
an increase of $86,794,000 or 23.0% from December 31, 1996 total assets of
$376,832,000. Average total assets for the quarters ended September 30, 1997 and
1996 were $454,245,000 and $354,325,000, respectively.

On February 21, 1997, the Bank of Salinas purchased certain assets and assumed
certain liabilities of the Gonzales and Castroville offices of Wells Fargo Bank
(including unaudited total deposit liabilities of approximately $34 million). As
a result of the transaction the Bank assumed deposit liabilities, received cash
and acquired tangible assets. In addition, the transaction resulted in
intangible assets, representing the excess of the liabilities assumed over the
fair value of the tangible assets acquired.

Net loans at September 30, 1997 were $240,466,000 compared to $235,992,000 at
December 31, 1996, an increase of $4,474,000 or 1.9%. The increase in loan
balances is primarily the result of increases in term real estate and commercial
loan categories. Real 


                                       11
<PAGE>   12
estate mortgage loan balances of $108,269,000 at September 30, 1997 represented
an increase of $15,028,000 or 16.1% over $93,241,000 at December 31, 1996.
Commercial loans increased $2,623,000 or 2.4% to $114,168,000 at September 30,
1997 from $111,545,000 at December 31, 1996. The increase in commercial loan
balances is primarily due to seasonal fluctuation related to the agribusiness
sector of the local economy.

Partially offsetting this increase, was a decrease in real estate construction
and land development loans. Real estate construction and land development loans
of $14,677,000 at September 30, 1997 represented a decrease of $13,320,000 or
47.6% from $27,997,000 at December 31, 1996.

The Company designated securities with an estimated market value of $57,594,000
as available-for-sale at September 30, 1997. The amortized cost of securities
designated as available-for-sale on that date was $57,371,000. The
available-for-sale portfolio at September 30, 1997 consisted primarily of
investment-grade bankers' acceptances, U.S. Treasury bills and notes and
securities issued by U.S. government-sponsored agencies (FNMA, FHLMC and FHLB)
with maturities within five years. During the nine months ended September 30,
1997, the Company made securities purchases of $93,082,000 to replace
$36,225,000 of maturities and to more fully employ excess liquidity.

Securities designated as held-to-maturity at September 30, 1997 were carried at
an amortized cost of $48,155,000. The estimated market value of the
held-to-maturity portfolio at quarter end was $48,284,000. The held-to-maturity
portfolio at September 30, 1997 consists primarily of U.S. Treasury bills and
notes and securities issued by U.S. government-sponsored agencies with
maturities within five years. Investment securities classified as
held-to-maturity are measured at amortized cost based on the Company's intent
and ability to hold such securities to maturity. During the nine months ended
September 30, 1997, the Company made securities purchases of $10,206,000 to
replace $32,801,000 of maturities and to more fully employ excess liquidity.

Other earning assets are comprised of Federal funds sold and time deposits at
other financial institutions. Federal funds sold balances of $64,332,000 at
September 30, 1997 represent an increase of $41,197,000 over $23,135,000 at
December 31, 1996. The increase in federal funds sold primarily reflects
additional funding received from Bank of Salinas' addition of two branch offices
purchased from Wells Fargo in February. The Company held no time deposits in
other financial institutions at September 30, 1997 compared to $999,000 at
December 31, 1996. The decrease in time deposits at other institutions is a
result of management's decision to redeploy these funds into other
cash-equivalent investments.

Total deposits were $415,587,000 at September 30, 1997 which represented an
increase of $76,924,000 or 22.7% over balances of $338,663,000 at December 31,
1996. The increase in total deposits includes increases in all deposit
categories, primarily as a result of Bank of Salinas' branch acquisition noted
above. Noninterest-bearing demand deposits were $104,729,000 at September 30,
1997 compared to $90,149,000 at December 31, 1996, an increase of $14,580,000 or
16.2%. The increase in noninterest bearing demand balances is partially due to
seasonal fluctuation in addition to the branch purchase. Interest bearing demand
balances increased $12,843,000 or 16.8% to $89,235,000 at September 30, 1997


                                       12
<PAGE>   13
from $76,392,000 at December 31, 1996. Interest bearing demand deposits
represented approximately 37.9% of the deposits acquired by Bank of Salinas.
Savings balances of $101,070,000 represent an increase of $11,420,000 or 12.7%
over $89,650,000 at December 31, 1996. Additionally, time deposits increased
$38,081,000 or 46.2% to $120,553,000 at September 30, 1997 from $82,472,000 at
December 31, 1996.


                                       13
<PAGE>   14
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

Net income for the three months ended September 30, 1997 was $1,685,000 or $.34
per share compared to $1,523,000 or $.33 per share for the comparable period in
1996. The following discussion highlights changes in certain items in the
consolidated condensed statements of income.

Net interest income

Net interest income, the difference between interest earned on loans and
investments and interest paid on deposits and other borrowings, is the principal
component of the Banks' earnings. The components of net interest income are as
follows:

<TABLE>
<CAPTION>
                                                                        (Unaudited)
                                                              Three months ended September 30,
In thousands (except percentages)                    1997                                          1996
------------------------------------------------------------------------------------------------------------------------
                                        Avg                         Avg              Avg                          Avg
                                      Balance      Interest      Yield(1)          Balance        Interest     Yield(1)
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>               <C>            <C>          <C>  
Assets:                                                                          
Earning Assets                                                                   
  Loans (2)                          $245,577      $  6,309        10.2%           $212,651       $  5,507       10.3%
  Investment Securities               108,777         1,612         5.9%             86,363          1,282        5.9%
  Other                                58,938           816         5.5%             28,763            380        5.2%
                                     --------      --------                        --------       --------        
Total Earning Assets                  413,292         8,737         8.4%            327,777          7,169        8.7%
                                                   --------                                       --------        
Cash and due from banks                35,679                                        25,324                      
Other assets net of deferred                                                     
  loan fees and allowance                                                        
  for loan losses (3)                   5,274                                         1,224
                                     --------                                      --------             
                                     $454,245                                      $354,325
                                     ========                                      ========
                                                                                 
Liabilites & Shareholders'                                                       
  Equity:                                                                        
Interest bearing liabilities:                                                    
  Demand deposits                    $ 92,604           465         2.0%           $ 73,386            402        2.2%
  Savings                              95,152           971         4.0%             96,070          1,013        4.2%
  Time deposits                       119,178         1,669         5.6%             73,832          1,021        5.5%
  Other borrowings                      1,740            20         4.6%                  -              -         n/a
                                     --------      --------                        --------       --------        
Total interest bearing                                                           
  liabilities                         308,674         3,125         4.0%            243,288          2,436        4.0%
                                                   --------                                       --------        
Demand deposits                       101,386                                        74,854
Other Liabilities                       3,361                                         2,347
                                     --------                                      --------                       
Total Liabilities                     413,421                                       320,489
Shareholders' Equity                   40,824                                        33,836
                                     --------                                      --------                       
                                     $454,245                                      $354,325
                                     ========                                      ========
Net interest income & margin(4)                    $  5,612         5.4%                          $  4,733        5.8%
                                                   ========         ====                          ========        ====
</TABLE>


----------

(1)   Annualized
(2)   Loan interest income includes fee income of $225,000 and $303,000 for the
      three month period ended September 30, 1997 and 1996, respectively.
(3)   Includes the average allowance for loan losses of $4,158,000 and
      $4,462,000 and average deferred loan fees of $537,000 and $677,000 for the
      three months ended September 30, 1997 and 1996.
(4)   Net interest margin is computed by dividing net interest income by the
      total average earning assets.


                                       14
<PAGE>   15
Net interest income for the three months ended September 30, 1997 was $5,612,000
representing an improvement of $879,000 or 18.6% over $4,733,000 for the
comparable period in 1996. The increase in net interest income is comprised of
an increase of $1,568,000 or 21.9% in interest income partially offset by an
increase in interest expense of $689,000 or 28.3%.

As a percentage of average earning assets, the net interest margin for the third
quarter of 1997 was 5.4% and compares to 5.8% in the same period one year
earlier. The decrease in net interest margin is primarily attributed to a
decrease in leverage of the Company as a result of the branch purchase by Bank
of Salinas. On average, the loan to deposit ratio of the Company decreased to
59.9% in the third quarter of 1997 from 66.8% in the same period last year.

Interest income recognized in the three months ended September 30, 1997 was
$8,737,000 representing an increase of $1,568,000 or 21.9% over $7,169,000 for
the same period of 1996. The increase in interest income was primarily due to an
increase in the volume of average earning assets. Earning assets averaged
$413,292,000 in the three months ended September 30, 1997 compared to
$327,777,000 in the same period in 1996, representing an increase of $85,515,000
or 26.1%. The increase in average earning assets included an increase in average
loans of $32,926,000 or 15.5% and increases in investment securities and fed
funds sold of $22,414,000 and $30,175,000 or 26.0% and 104.9%, respectively.

The average yield on interest earning assets decreased to 8.4% in the three
months ended September 30, 1997 compared to 8.7% for the same period of 1996.
The decrease in average yield is attributed to a decrease in the proportion of
loans to total earning assets to 59.4% in the third quarter of 1997 from 64.9%
in the same period in 1996. Loan fees recognized during the quarter ended
September 30, 1997 were $225,000 compared to $303,000 one year earlier.

Partially offsetting the increase in interest income was an increase in the cost
of liabilities funding the growth in average earning assets. Interest expense
for the three months ended September 30, 1997 was $3,125,000 and represented an
increase of $689,000 or 28.3% over $2,436,000 for the comparable period in 1996.
During the three months ended September 30, 1997, the average rate paid by the
Banks on interest-bearing liabilities was 4.0% or virtually unchanged from the
same period in 1996. The increase in interest expense for the third quarter of
1997 reflects the impact of an increase in the volume of average interest
bearing liabilities as a result of the Bank of Salinas branch purchase. Average
interest bearing liabilities were $308,674,000 in the three months ended
September 30, 1997 compared to $243,288,000 for the same period in 1996, an
increase of $65,386,000 or 26.9%. Partially offsetting the impact on net
interest income resulting from the increase in interest bearing liabilities was
an increase in average noninterest bearing demand deposits. Average noninterest
bearing demand deposits of $101,386,000 for the quarter ended September 30, 1997
represented an increase of $26,532,000 or 35.4% over $74,854,000 for the same
period one year earlier.


                                       15
<PAGE>   16
Credit Risk and Provision for Credit Losses

The Company assesses and manages credit risk on an ongoing basis through
stringent credit review and approval policies, extensive internal monitoring and
established formal lending policies. Additionally, the Company contracts with an
outside loan review consultant to periodically grade new loans and to review the
existing loan portfolio. Management believes its ability to identify and assess
risk and return characteristics of the Company's loan portfolio is critical for
profitability and growth. Management strives to continue the historically low
level of credit losses by continuing its emphasis on credit quality in the loan
approval process, active credit administration and regular monitoring. With this
in mind, management has designed and implemented a comprehensive loan review and
grading system that functions to continually assess the credit risk inherent in
the loan portfolio.

Ultimately, credit quality may be influenced by underlying trends in the
economic and business cycles. The Company's business is concentrated in Monterey
County, California whose economy is highly dependent on the agricultural
industry. As a result, the Company lends money to individuals and companies
dependent upon the agricultural industry. In addition, the Company has
significant extensions of credit and commitments to extend credit which are
secured by real estate, totaling approximately $147,879,000. The ultimate
recovery of these loans is generally dependent on the successful operation, sale
or refinancing of the real estate. The Company monitors the effects of current
and expected market conditions and other factors on the collectibility of real
estate loans. When, in management's judgement, these loans are impaired,
appropriate provision for losses is recorded. The more significant assumptions
management considers involve estimates of the following: lease, absorption and
sale rates; real estate values and rates of return; operating expenses;
inflation; and sufficiency of collateral independent of the real estate
including, in limited instances, personal guarantees.

In extending credit and commitments to borrowers, the Company generally requires
collateral and/or guarantees as security. The repayment of such loans is
expected to come from cash flow or from proceeds from the sale of selected
assets of the borrowers. The Company's requirement for collateral and/or
guarantees is determined on a case-by-case basis in connection with management's
evaluation of the credit worthiness of the borrower. Collateral held varies but
may include accounts receivable, inventory, property, plant and equipment,
income-producing properties, residences and other real property. The Company
secures its collateral by perfecting its interest in business assets, obtaining
deeds of trust, or outright possession among other means. Credit losses from
lending transactions related to real estate and agriculture compare favorably
with the Company's credit losses on its loan portfolio as a whole.

The Company did not record a provision for loan losses through a charge to
earnings in either of the quarters ended September 30, 1997 and 1996,
respectively, as a response to a strengthening economy, continued strong credit
performance and an increase in the rate of recovery of loan balances previously
charged off. Loan balances of $174,000, which were previously identified and
fully reserved for, were charged-off in the third quarter of 1997 compared to
$44,000 charged-off in the same period one year earlier. Recoveries of loan
balances previously charged-off were $79,000 for the quarter ended September 30,
1997 compared to $67,000 for the same period in 1996. See Note 3 of the
consolidated 


                                       16
<PAGE>   17
condensed financial statements for further discussion of nonperforming loans and
the allowance for credit losses.

At September 30, 1997 the allowance for credit losses was $4,108,000 or 1.68% of
total loans, compared to $4,372,000 or 1.81% at December 31, 1996.

Management believes that the allowance for loan losses is maintained at an
adequate level for known and anticipated future risks inherent in the loan
portfolio. However, the Company's loan portfolio, particularly the real estate
related segments, may be adversely affected if California's economic conditions
and the Monterey County real estate market were to weaken. As a result, the
level of nonperforming loans, the provision for loan losses and the level of the
allowance for loan losses may increase.

Noninterest Income and Expense

Noninterest income consists primarily of service charges on deposit accounts and
fees for miscellaneous services. Total other income was $428,000 for the three
months ended September 30, 1997 as compared to $406,000 for the same period of
1996. Noninterest income for the third quarter of 1996 included a nonrecurring
benefit of $88,000 resulting from a gain on sale of an OREO property. Excluding
this item, noninterest income for the third quarter of 1997 represented an
increase of 34.6% over the third quarter of 1996. The increase in noninterest
income is primarily attributed to an increase in service charges on deposit
accounts of $104,000 resulting from the Bank of Salinas branch purchase.

Noninterest expense increased $733,000 or 29.7% to $3,200,000 in the quarter
ended September 30, 1997 from $2,467,000 in the same period one year earlier.
The increase in noninterest expenses is primarily due to increases in salaries
and benefits, occupancy and equipment and supplies expense. As a percentage of
average earning assets, other expenses, on an annualized basis, increased to
3.1% in the three months ended September 30, 1997 from 3.0% in the comparable
period of 1996.

Salary and benefits expense was $1,926,000 in the three months ended September
30, 1997 compared to $1,405,000 in the same period one year earlier, an increase
of $521,000 or 37.1%. The increase in salary and benefits expense is primarily
due to increased headcount related to the branch acquisition by Bank of Salinas
and a de novo branch established in Monterey by Cypress Bank. In addition,
salary and benefits expense for the third quarter of 1997 includes an accrual of
$63,000 for benefits under salary continuation agreements entered into with
Executive Officers of the Company effective in the fourth quarter of 1996.

Occupancy expense for the quarter ended September 30, 1997 was $213,000 and
represented an increase of $30,000 or 16.4% over $183,000 for the same period
last year. The increase in occupancy expense relates to the branch acquisition
by Bank of Salinas and the opening of a de novo branch by Cypress Bank which
increased the Company's branch network to seven from four for the comparable
period last year.


                                       17
<PAGE>   18
Furniture and equipment expense for the third quarter of 1997 increased $27,000
or 15.2% to $205,000 from $178,000 for the same period last year. The increase
in furniture and equipment expense is the result of a program for upgrading the
Company's internal systems in addition to the impact of facilities expansion by
the Banks.

Other expenses increased $155,000 or 22.1% to $856,000 in the three months ended
September 30, 1997 from $701,000 for the comparable period one year earlier. The
increase in other expenses is comprised of increases in stationery and supplies,
loan expenses and regulatory assessments. Partially offsetting these increases
were decreases in professional fees and operating losses. In addition, other
expenses in the third quarter of 1997 included approximately $62,000 of
amortization of intangible assets resulting from the Bank of Salinas branch
acquisition.


                                       18
<PAGE>   19
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

Net income for the nine months ended September 30, 1997 was $4,744,000 or $.96
per share compared to $4,885,000 or $1.05 per share for the comparable period in
1996. The following discussion highlights changes in certain items in the
consolidated condensed statements of income.

Net interest income

Net interest income, the difference between interest earned on loans and
investments and interest paid on deposits and other borrowings, is the principal
component of the Banks' earnings. The components of net interest income are as
follows:

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                     Nine months ended September 30,
In thousands (except percentages)           1997                                      1996
--------------------------------------------------------------------------------------------------------------
                                Avg                   Avg           Avg                                Avg
                              Balance     Interest  Yield(1)       Balance          Interest         Yield(1)
--------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>       <C>           <C>               <C>              <C>  
Assets:
Earning Assets
Loans(2)                      $242,359    $18,565   10.2%         $203,628          $16,592            10.9%
Investment Securities           97,310      4,235    5.8%           86,203            3,841             6.0%
Other                           52,057      2,123    5.5%           37,362            1,480             5.3%
                              --------    -------                 --------          -------           
Total Earning Assets           391,726     24,923    8.5%          327,193           21,913             9.0%
                                          -------                                   -------           
Cash and due from banks         32,537                              22,880                            
Other assets net of deferred                                                                          
 loan fees and allowance                                                                                  
 for loan losses(3)              4,471                               1,915                            
                              --------                            --------                            
                              $428,734                            $351,988                            
                              ========                            ========                            
                                                                                                      
Liabilities & Shareholders'                                                                              
 Equity:
 Interest bearing liabilities:                                                                           
  Demand deposits              $93,623      1,417    2.0%          $74,731            1,268             2.3%
  Savings                       93,775      2,832    4.0%          106,891            3,321             4.2%
  Time deposits                106,293      4,395    5.5%           68,478            2,820             5.5%
  Other borrowings               2,502         92    4.9%                -                -             n/a       
                              --------    -------                 --------          -------           
Total interest bearing                                                                                  
 Liabilities                   296,193      8,736    3.9%          250,100            7,409             4.0%
                                          -------                                   -------           
Demand deposits                 91,368                              67,420                            
Other Liabilities                2,102                               2,079                            
                              --------                            --------                            
Total Liabilities              389,663                             319,599                            
Shareholders' Equity            39,071                              32,389                            
                              --------                            --------                            
                              $428,734                            $351,988                            
                              ========                            ========                            
Net interest income &
  margin(4)                               $16,187    5.5%                           $14,504             5.9%
                                          =======    ====                           =======             ====
</TABLE>

----------
(1)   Annualized
(2)   Loan interest income includes fee income of $838,000 and $771,000 for the
      nine month period ended September 30, 1997 and 1996, respectively.
(3)   Includes the average allowance for loan losses of $4,264,000 and
      $4,423,000 and average deferred loan fees of $570,000 and $582,000 for the
      nine months ended September 30, 1997 and 1996.
(4)   Net interest margin is computed by dividing net interest income by the
      total average earning assets.


                                       19
<PAGE>   20
Net interest income for the nine months ended September 30, 1997 was $16,187,000
representing an improvement of $1,683,000 or 11.6% over $14,504,000 for the
comparable period in 1996. The increase in net interest income is comprised of
an increase of $3,010,000 or 13.7% in interest income partially offset by an
increase in interest expense of $1,327,000 or 17.9%.

As a percentage of average earning assets, the net interest margin for the nine
months ended September 30, 1997 was 5.5% and compares to 5.9% in the same period
one year earlier. Net interest income for the first nine months of 1996 included
approximately $621,000 recognized as a result of collection of foregone interest
on two nonaccruing loans. Excluding this nonrecurring collection of forgone
interest on the loans, the increase in net interest income would have been
$2,304,000 or 16.6%.

Interest income recognized in the first nine months of 1997 was $24,923,000
representing an increase of $3,010,000 or 13.7% over $21,913,000 for the same
period of 1996. The increase in interest income was primarily due to an increase
in the volume of average earning assets. Earning assets averaged $391,726,000 in
the nine months ended September 30, 1997 compared to $327,193,000 in the same
period in 1996, representing an increase of $64,533,000 or 19.7%. The increase
in average earning assets included an increase in average loans of $38,731,000
or 19.0% and increases in investment securities and fed funds sold of
$11,107,000 and $14,695,000 or 12.9% and 39.3%, respectively. In addition, as
noted above, interest income for the first nine months of 1996 included
approximately $621,000, recognized as a result of collection of foregone
interest on two nonaccruing loans. Excluding this nonrecurring collection of
forgone interest on the loans, the increase in interest income would have been
$3,631,000 or 17.1%.

The average yield on interest earning assets decreased to 8.5% in the nine
months ended September 30, 1997 compared to 9.0% for the same period of 1996.
The average yield on earning assets in the same period of 1996 after adjusting
for the impact of the nonrecurring collection of forgone interest on the loans
noted above would have been 8.7%. Loan fees recognized during the nine months
ended September 30, 1997 were $838,000 compared to $771,000 one year earlier.

Partially offsetting the increase in interest income was an increase in the cost
of liabilities funding the growth in average earning assets. Interest expense
for the nine months ended September 30, 1997 was $8,736,000 and represented an
increase of $1,327,000 or 17.9% over $7,409,000 for the comparable period in
1996. The increase in interest expense for the first nine months of 1997
reflects the impact of an increase in the volume of average interest bearing
liabilities as a result of the Bank of Salinas branch purchase. Average interest
bearing liabilities were $296,193,000 in the nine months ended September 30,
1997 compared to $250,100,000 for the same period in 1996, an increase of
$46,093,000 or 18.4%. In addition, the cost of liabilities was impacted by
disintermediation of funds from savings accounts to time deposits. Average
savings account balances decreased $13,116,000 or 12.3% to $93,775,000 for the
first nine months of 1997 from $106,891,000 in the same period in 1996. Time
deposits increased $37,815,000 or 55.2% to $106,293,000 from $68,478,000 for the
comparable periods in 1997 and 1996.


                                       20
<PAGE>   21
Partially offsetting the impact on net interest income resulting from the
increase in interest bearing liabilities was an increase in average noninterest
bearing demand deposits and a slight decrease in the average rate paid on
interest-bearing liabilities. Average noninterest bearing demand deposits of
$91,368,000 for the nine months ended September 30, 1997 represented an increase
of $23,948,000 or 35.5% over $67,420,000 for the same period one year earlier.
In addition, during the first nine months of 1997, the average rate paid by the
Banks on interest-bearing liabilities was 3.9% compared to 4.0% for the same
period in 1996.

Provision for credit losses

The Company did not record a provision for loan losses through a charge to
earnings in the first nine months of 1997 as a response to a strengthening
economy, continued strong credit performance and an increase in the rate of
recovery of loans previously charged-off. This compares to $159,000 charged
against earnings for the same period in 1996. Loan balances of $417,000, which
were previously identified and fully reserved for, were charged-off in the first
nine months of 1997 compared to $285,000 charged-off in the same period one year
earlier. Recoveries of loan balances previously charged-off were $153,000 for
the nine months ended September 30, 1997 compared to $113,000 for the same
period in 1996. See Note 3 of the consolidated condensed financial statements
for further discussion of nonperforming loans and the allowance for credit
losses.

Noninterest Income and Expense

Noninterest income consists primarily of service charges on deposit accounts and
fees for miscellaneous services. Total other income was $1,234,000 for the nine
months ended September 30, 1997 as compared to $1,118,000 for the same period of
1996, an increase of $116,000 or 10.4%. The increase in noninterest income is
primarily attributed to an increase in service charges on deposit accounts of
$248,000 or 47.2% as a result of the Bank of Salinas branch purchase. Partially
offsetting this increase were decreases in mortgage loan referral fees and gains
recognized on sales of SBA loans of $48,000 and $44,000, respectively.

Noninterest expense increased $1,757,000 or 23.0% to $9,393,000 in the nine
months ended September 30, 1997 from $7,636,000 in the same period one year
earlier. The increase in noninterest expenses is primarily due to increases in
salaries and benefits, occupancy and equipment, directors' fees and supplies
expense. As a percentage of average earning assets on an annualized basis, other
expenses were 3.2% in the first nine months of 1997 compared to 3.1% for the
same period in 1996.

Salary and benefits expense was $5,668,000 in the nine months ended September
30, 1997 compared to $4,563,000 in the same period one year earlier, an increase
of $1,105,000 or 24.2%. The increase in salary and benefits expense is primarily
due to increased headcount related to the branch acquisition by Bank of Salinas
and a de novo branch established in Monterey by Cypress Bank. In addition,
salary and benefits expense for the first nine months of 1997 includes an
accrual of $188,000 for benefits under salary continuation agreements entered
into with Executive Officers of the Company effective in the fourth quarter of
1996.


                                       21
<PAGE>   22
Occupancy expense for the nine months ended September 30, 1997 was $654,000 and
represented an increase of $120,000 or 22.5% over $534,000 for the same period
last year. The increase in occupancy expense relates to the branch acquisition
by Bank of Salinas and the opening of a de novo branch by Cypress Bank.

Furniture and equipment expense for the first nine months of 1997 increased
$92,000 or 18.4% to $592,000 from $500,000 for the same period last year. The
increase in furniture and equipment expense is the result of a program for
upgrading the Company's internal systems in addition to the impact of facilities
expansion by the Banks.

Other expenses increased $440,000 or 21.6% to $2,479,000 in the nine months
ended September 30, 1997 from $2,039,000 for the comparable period one year
earlier. The increase in other expenses is comprised of increases in stationery
and supplies, loan expenses, regulatory assessments, data processing and
telecommunication expenses. Partially offsetting these increases were decreases
in professional fees, operating losses and correspondent bank charges. In
addition, other expenses in the first nine months of 1997 included approximately
$144,000 of amortization of intangible assets resulting from the Bank of Salinas
branch acquisition.


                                       22
<PAGE>   23
LIQUIDITY AND INTEREST RATE SENSITIVITY

Liquidity

Liquidity management refers to the Company's ability to provide funds on an
ongoing basis to meet fluctuations in deposit levels as well as the credit needs
and requirements of its clients. Both assets and liabilities contribute to the
Company's liquidity position. Federal funds lines, short-term investments and
securities, and loan repayments contribute to liquidity, along with deposit
increases, while loan funding and deposit withdrawals decrease liquidity. The
Banks assess the likelihood of projected funding requirements by reviewing
historical funding patterns, current and forecasted economic conditions and
individual client funding needs. Commitments to fund loans and outstanding
standby letters of credit at September 30, 1997, were approximately $95,138,000
and $4,733,000, respectively. Such loans relate primarily to revolving lines of
credit and other commercial loans, and to real estate construction loans.

The Company's sources of liquidity consist of its deposits with other banks,
overnight funds sold to correspondent banks, unpledged short-term, marketable
investments and loans held for sale. On September 30, 1997, consolidated liquid
assets totaled $167.5 million or 36.1% of total assets as compared to $85.1
million or 22.6% of total consolidated assets on December 31, 1996. In addition
to liquid assets, the Banks maintain lines of credit with correspondent banks
for up to $15,000,000 available on a short-term basis. Informal agreements are
also in place with various other banks to purchase participations in loans, if
necessary. The Company serves primarily a business and professional customer
base and, as such, its deposit base is susceptible to economic fluctuations.
Accordingly, management strives to maintain a balanced position of liquid assets
to volatile and cyclical deposits.

Liquidity is also affected by portfolio maturities and the effect of interest
rate fluctuations on the marketability of both assets and liabilities. In
addition, it has been the Company's policy to restrict average maturities in the
investment portfolio to not more than three years. The short-term repricing
characteristics of the loan and investment portfolios, and loan agreements which
generally require monthly interest payments, provide the Banks with additional
secondary sources of liquidity. Another key liquidity ratio is the ratio of
gross loans to total deposits, which was 59.0% at September 30, 1997 and 71.2%
at December 31, 1996.

Interest rate sensitivity

Interest rate sensitivity is a measure of the exposure to fluctuations in the
Banks' future earnings caused by fluctuations in interest rates. Such
fluctuations result from the mismatch in repricing characteristics of assets and
liabilities at a specific point in time. This mismatch, or interest rate
sensitivity gap, represents the potential mismatch in the change in the rate of
accrual of interest revenue and interest expense from a change in market
interest rates. Mismatches in interest rate repricing among assets and
liabilities arise primarily from the interaction of various customer businesses
(i.e., types of loans versus the types of deposits maintained) and from
management's discretionary investment and funds gathering activities. The
Company attempts to manage its exposure to interest rate sensitivity, but due to
its size and direct competition from the major banks, it must offer products
which are competitive in the market place, even if less than optimum with
respect to its interest rate exposure.


                                       23
<PAGE>   24
The Company's natural position is asset-sensitive (based upon the significant
amount of variable rate loans and the repricing characteristics of its deposit
accounts). This natural position provides a hedge against rising interest rates,
but has a detrimental effect during times of interest rate decreases.

The following table sets forth the distribution of repricing opportunities,
based on contractual terms, of the Banks' earning assets and interest-bearing
liabilities at September 30, 1997, 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.

September 30, 1997
In thousands


<TABLE>
<CAPTION>
September 30, 1997
-------------------------------------------------------------------------------------------------------------------------------
In thousands
-------------------------------------------------------------------------------------------------------------------------------
                                                                 Over three
Assets and Liabilities                             Next day      months and          Over one
  which Mature or                                and within          within        and within           Over
   Reprice                    Immediately      three months        one year        five years      five years           Total
-------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>               <C>               <C>             <C>                <C>      
Interest earning assets:
Federal funds sold             $  64,332         $     -          $     -           $     -          $     -          $  64,332
Investment securities                  4            25,926           28,468            48,238            3,113          105,749
Loans, excluding
   nonaccrual loans
   and overdrafts                 10,743           186,289            7,369            29,894            9,611          243,906
-------------------------------------------------------------------------------------------------------------------------------
Total                          $  75,079         $ 212,215        $  35,837         $  78,132        $  12,724        $ 413,987
===============================================================================================================================
Interest bearing
   liabilities:
Interest bearing demand        $  89,235         $     -          $     -           $     -          $     -          $  89,235
Savings                          101,070               -                -                 -                -            101,070
Time certificates                     87            29,391           66,447            24,600               28          120,553
Other Borrowings                     -               2,500              -                 -                -              2,500
-------------------------------------------------------------------------------------------------------------------------------
Total                          $ 190,392         $  31,891        $  66,447         $  24,600        $      28        $ 313,358
===============================================================================================================================
Interest rate
   sensitivity gap             $(115,313)        $ 180,324        $ (30,610)        $  53,532        $  12,696
Cumulative interest
   rate sensitivity gap        $(115,313)        $  65,011        $  34,401         $  87,933        $ 100,629
Ratios:
Interest rate
   sensitivity gap                  0.39              6.65             0.54              3.18           454.43
Cumulative interest
   rate sensitivity gap             0.39              1.29             1.12              1.28             1.32
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


It is management's objective to maintain stability in the net interest margin in
times of fluctuating interest rates by maintaining an appropriate mix of
interest sensitive assets and liabilities. The Banks strive to achieve this goal
through the composition and maturities of the investment portfolio and by
adjusting pricing of interest-bearing liabilities, however, as noted 


                                       24
<PAGE>   25
above, the ability to manage interest rate exposure may be constrained by
competitive pressures.

CAPITAL RESOURCES

The Company's total shareholders' equity was $41,560,000 at September 30, 1997
compared to $36,332,000 at December 31, 1996.

The Company is subject to various regulatory capital requirements administered
by federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly, additional discretionary action by
regulators that, if undertaken, could have a direct material effect on the
Company's financial statements. Capital adequacy guidelines require that the
Company meet specific capital adequacy guidelines that involve quantitative
measures of the Company's assets, liabilities and certain off-balance sheet
items as calculated under regulatory accounting practices. The Company's capital
classification is subject to qualitative judgements by the regulators about
components, risk weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum ratios of total and Tier 1 capital (as
defined in the regulations) to risk-weighted assets (as defined) and a minimum
leverage ratio of Tier 1 capital to average assets (as defined). Management
believes, as of September 30, 1997 that the Company meets all capital adequacy
requirements to which it is subject.

The following table shows the Company's actual capital amounts and ratios at
September 30, 1997 and December 31, 1996 as well as the minimum capital ratios
for capital adequacy under the regulatory framework:

<TABLE>
<CAPTION>
                                                                              For Capital
                                                       Actual              Adequacy Purposes:
                                              ---------------------     ----------------------
                                                Amount        Ratio       Amount         Ratio
----------------------------------------------------------------------------------------------
<S>                                           <C>             <C>       <C>              <C> 
AS OF SEPTEMBER 30, 1997
Total Capital (to Risk Weighted Assets):      43,193,000      15.4%     22,504,000        8.0%
Tier 1 Capital (to Risk Weighted Assets):     39,779,000      14.1%     11,252,000        4.0%
Tier 1 Capital (to Average Assets):           39,779,000       9.1%     17,481,000        4.0%


AS OF DECEMBER 31, 1996:
Total Capital (to Risk Weighted Assets):      39,562,000      15.4%     20,584,000        8.0%
Tier 1 Capital (to Risk Weighted Assets):     36,332,000      14.1%     10,292,000        4.0%
Tier 1 Capital (to Average Assets):           36,332,000      10.1%     14,321,000        4.0%
----------------------------------------------------------------------------------------------
</TABLE>


The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
substantially revised banking regulations and established a framework for
determination of capital adequacy of financial institutions. Under the FDICIA,
financial institutions are placed into one of five capital adequacy categories
as follows: (1) "well capitalized" consisting of institutions with a total
risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of
6% or greater and a leverage ratio of 5% or greater, and the institution is not
subject to an order, written agreement, capital directive or prompt corrective
action directive; (2) 


                                       25
<PAGE>   26
"adequately capitalized" consisting of institutions with a total risk-based
capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or
greater and a leverage ratio of 4% or greater, and the institution does not meet
the definition of a "well capitalized" institution; (3) "undercapitalized"
consisting of institutions with a total risk-based capital ratio less than 8%, a
Tier 1 risk-based capital ratio of less than 4%, or a leverage ratio of less
than 4%; (4) "significantly undercapitalized" consisting of institutions with a
total risk-based capital ratio of less than 6%, a Tier 1 risk-based capital
ratio of less than 3%, or a leverage ratio of less than 3%; and, (5) "critically
undercapitalized" consisting of an institution with a ratio of tangible equity
to total assets that is equal to or less than 2%.

The Banks must comply with the regulatory framework for prompt corrective
action. As of September 30, 1997 and December 31, 1996, the Federal Deposit
Insurance Corporation categorized the Banks as well capitalized under this
regulatory framework. To be categorized as well capitalized the Banks must
maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios
as described above. There are no conditions or events since that notification
that management believes have changed the institution's category.

Financial institutions classified as undercapitalized or below are subject to
various limitations including, among other matters, certain supervisory actions
by bank regulatory authorities and restrictions related to (i) growth of assets,
(ii) payment of interest on subordinated indebtedness, (iii) payment of
dividends or other capital distributions, and (iv) payment of management fees to
a parent holding company. The FDICIA requires the bank regulatory authorities to
initiate corrective action regarding financial institutions which fail to meet
minimum capital requirements. Such action may, among other matters, require that
the financial institution augment capital and reduce total assets. Critically
undercapitalized financial institutions may also be subject to appointment of a
receiver or conservator unless the financial institution submits an adequate
capitalization plan.


INFLATION

The impact of inflation on a financial institution differs significantly from
that exerted on manufacturing, or other commercial concerns, primarily because
its assets and liabilities are largely monetary. In general, inflation primarily
affects the Company indirectly through its effect on market rates of interest,
and thus the ability of the Banks to attract loan customers. Inflation affects
the growth of total assets by increasing the level of loan demand, and
potentially adversely affects the Company's capital adequacy because loan growth
in inflationary periods can increase at rates higher than the rate that capital
grows through retention of earnings which the Company may generate in the
future. In addition to its effects on interest rates, inflation directly affects
the Company by increasing the Company's operating expenses.

The effect of inflation was not material to the Company's results of operations
during the periods covered by this report.


                                       26
<PAGE>   27
                           PART II - OTHER INFORMATION

Item 1. Legal proceedings.

               None.

Item 2. Changes in securities.

               None.

Item 3. Defaults upon senior securities.

               None.

Item 4. Submission of matters to a vote of security holders.

               None.

Item 5. Other information.

               None.


Item 6. Exhibits and reports on Form 8-K.

               (a)    Exhibits

                      (27.1)  Financial Data Schedules

               (b)    Reports on Form 8-K - None.


                                       27
<PAGE>   28
SIGNATURES
--------------------------------------------------------------------------------


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


October 22, 1997                    CENTRAL COAST BANCORP


                                    By \s\ THOMAS A. SA
                                       -----------------------------------------
                                    Thomas A. Sa, Senior Vice President
                                           and Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)


                                       28
<PAGE>   29
                                  EXHIBIT INDEX


Exhibit
Number                       Description
-------                      -----------

 27.1                        Financial Data Schedule


                                       29