<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      June 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 - 4,344,950 shares outstanding at 
               August 8, 1997 .
               ----------------


<PAGE>   2


                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements:   CENTRAL COAST BANCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                     June 30, 1997(Unaudited)   December 31, 1996
                                                                                                                 
-----------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                  <C>       
ASSETS                                                                                         
  Cash and due from banks                                                      $41,375,000          $37,522,000
  Federal funds sold                                                            43,561,000           23,135,000
-----------------------------------------------------------------------------------------------------------------
    Total cash and equivalents                                                  84,936,000           60,657,000
  Interest-bearing deposits in other financial institutions                           --                999,000
                                                                                               
Securities:                                                                                    
    Available-for-sale                                                          48,385,000     
    Held-to-maturity                                                                           
    (Market value:  $68,797,000 at June 30, 1997                                               
        and $70,835,000 at December 31, 1996)                                   68,835,000           70,877,000
  Loans held for sale                                                              561,000              447,000
  Loans:                                                                                       
    Commercial                                                                 113,601,000          111,545,000
    Real estate-construction                                                    15,153,000           27,997,000
    Real estate-other                                                          108,835,000           93,241,000
    Installment                                                                  8,441,000            8,230,000
-----------------------------------------------------------------------------------------------------------------
    Total loans                                                                246,030,000          241,013,000
    Allowance for credit losses                                                 (4,203,000)          (4,372,000)
    Deferred loan fees, net                                                       (488,000)            (649,000)
-----------------------------------------------------------------------------------------------------------------
  Net Loans                                                                    241,339,000          235,992,000
-----------------------------------------------------------------------------------------------------------------
  Premises and equipment, net                                                    1,944,000            1,140,000
  Accrued interest receivable and other assets                                   8,165,000            6,720,000
-----------------------------------------------------------------------------------------------------------------
Total assets                                                                  $454,165,000         $376,832,000
=================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY                                                           
  Deposits:                                                                                    
    Demand, noninterest bearing                                                $99,992,000          $90,149,000
    Demand, interest bearing                                                    98,638,000           76,392,000
    Savings                                                                     97,616,000           89,650,000
    Time                                                                       110,722,000           82,472,000
-----------------------------------------------------------------------------------------------------------------
    Total Deposits                                                             406,968,000          338,663,000
  Accrued interest payable and other liabilities                                 7,504,000            1,837,000
-----------------------------------------------------------------------------------------------------------------
Total liabilities                                                              414,472,000          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: 4,344,950 shares at June 30,1997 and 4,273,227 shares at                      
    December 31, 1996                                                           31,115,000           30,856,000
  Retained earnings                                                              8,535,000            5,476,000
  Net unrealized gain on available-for-sale securities                              43,000     
-----------------------------------------------------------------------------------------------------------------
Shareholders' equity                                                            39,693,000           36,332,000
-----------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                    $454,165,000         $376,832,000
=================================================================================================================
See notes to Consolidated Condensed Financial Statements                                       
</TABLE>

                                       2


<PAGE>   3


                     CENTRAL COAST BANCORP AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                    Three Months Ended            Six months ended
                                          June 30,                     June 30,
--------------------------------------------------------------------------------------------
                                     1997           1996            1997           1996
--------------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>             <C>        
INTEREST INCOME
   Loans (including fees)          $6,324,000     $5,496,000     $12,256,000     $11,085,000
   Investment securities            1,513,000      1,350,000       2,623,000       2,559,000
   Other                              717,000        381,000       1,307,000       1,100,000
--------------------------------------------------------------------------------------------
       Total interest income        8,554,000      7,227,000      16,186,000      14,744,000
--------------------------------------------------------------------------------------------
INTEREST EXPENSE
   Interest on deposits             2,929,000      2,411,000       5,539,000       4,973,000
   Other                               70,000           --            72,000
--------------------------------------------------------------------------------------------
       Total interest expense       2,999,000      2,411,000       5,611,000       4,973,000
--------------------------------------------------------------------------------------------
NET INTEREST INCOME                 5,555,000      4,816,000      10,575,000       9,771,000
PROVISION FOR CREDIT LOSSES              --          139,000            --           159,000
--------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER
   PROVISION FOR CREDIT LOSSES      5,555,000      4,677,000      10,575,000       9,612,000
--------------------------------------------------------------------------------------------

OTHER INCOME                          420,000        302,000         806,000         712,000
--------------------------------------------------------------------------------------------

OTHER EXPENSES
   Salaries and benefits            1,909,000      1,672,000       3,742,000       3,158,000
   Occupancy                          237,000        156,000         441,000         351,000
   Furniture and equipment            209,000        169,000         387,000         322,000
   Other                              889,000        796,000       1,623,000       1,338,000
--------------------------------------------------------------------------------------------
       Total other expenses         3,244,000      2,793,000       6,193,000       5,169,000
--------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES          2,731,000      2,186,000       5,188,000       5,155,000
PROVISION FOR INCOME TAXES          1,123,000        608,000       2,129,000       1,793,000
--------------------------------------------------------------------------------------------
       NET INCOME                  $1,608,000     $1,578,000     $ 3,059,000     $ 3,362,000
============================================================================================

NET INCOME PER COMMON AND
   COMMON EQUIVALENT SHARE         $     0.33     $     0.34     $      0.63     $      0.72
============================================================================================
</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>
--------------------------------------------------------------------------------------------------------
Six months ended June 30,                                                      1997              1996
--------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>         
CASH FLOWS FROM OPERATIONS:
   Net income                                                             $  3,059,000      $  3,362,000
   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)             --
     Depreciation                                                              205,000           210,000
     Amortization and accretion                                                (88,000)          (40,000)
     Increase in accrued interest receivable and other  assets              (1,549,000)       (1,039,000)
     Increase in accrued interest payable and other liabilities                469,000           327,000
     Increase (decrease) in deferred loan fees                                (161,000)           53,000
--------------------------------------------------------------------------------------------------------
       Net cash provided by operations                                       1,924,000         3,032,000
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net decrease in interest-bearing
     deposits in financial institutions                                        999,000         2,235,000
   Purchases of investment securities                                      (73,480,000)      (38,137,000)
   Proceeds from maturities
     of investment securities                                               27,386,000        28,142,000
   Increase (decrease) in loans held for sale                                 (114,000)          369,000
   Net (increase) decrease in loans                                         (5,646,000)      (11,821,000)
   Proceeds from sale of other real estate owned                               446,000              --
   Proceeds from sale of fixed assets                                           11,000              --
   Capital expenditures                                                     (1,009,000)         (148,000)
--------------------------------------------------------------------------------------------------------
       Net cash used by investing activities                               (51,407,000)      (19,360,000)
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in deposit accounts                              68,305,000        (6,820,000)
   Net increase in short-term borrowings                                     5,198,000              --
   Proceeds from sale of stock                                                 267,000            60,000
   Common stock repurchased                                                     (8,000)             --
--------------------------------------------------------------------------------------------------------
       Net cash provided (used) by financing activities                     73,762,000        (6,760,000)
--------------------------------------------------------------------------------------------------------
  Net increase (decrease) in cash and equivalents                           24,279,000       (23,088,000)
Cash and equivalents, beginning of period                                   60,657,000        74,678,000
--------------------------------------------------------------------------------------------------------
Cash and equivalents, end of period                                       $ 84,936,000      $ 51,590,000
========================================================================================================

OTHER CASH FLOW INFORMATION:
   Interest paid                                                          $  5,126,000      $  4,845,000
   Income taxes paid                                                      $  1,540,000         2,005,000
========================================================================================================
</TABLE>
See Notes to Consolidated Condensed Financial Statements

                                       4


<PAGE>   5









                     CENTRAL COAST BANCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                            June 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 June 30, 1997 and December 31, 1996, the results of operations for
the three and six month periods ended June 30, 1997 and 1996, and cash flows for
the six month periods ended June 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 six month periods ended June 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 June 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>
JUNE 30, 1997
Available for sale securities:
U.S. Treasury and
   Agency services
     Maturing within 1 year       $ 11,994       $ 14          $ --       $ 12,008
     Maturing after 1 year                                             
       but within 5 years           21,413         59            --         21,472
Bankers' Acceptances                                                   
     Maturing within 1 year         14,901         --            --         14,901
Other                                    4         --            --              4
----------------------------------------------------------------------------------
                                  $ 48,312       $ 73          $ --       $ 48,385
----------------------------------------------------------------------------------
Held to maturity securities:                                           
U.S. Treasury and                                                      
   agency services                                                     
     Maturing within 1 year       $ 35,769       $ 14          $ 28       $ 35,755
     Maturing after 1 year                                             
       but within 5 years           21,743         40            71         21,712
     Maturing after 5 years                                            
       but within 10 years           5,025          7            --          5,032
     Maturing after 10 years           912          3            --            915
State & Political Subdivision                                          
     Maturing after 5 Years          2,379         --            --          2,379
Corporate Debt Securities                                              
     Maturing within 1 year          3,007         --             3          3,004
----------------------------------------------------------------------------------
                                  $ 68,835       $ 64          $102       $ 68,797
----------------------------------------------------------------------------------
Total investment securities       $117,147       $137          $102       $117,182
==================================================================================
DECEMBER 31, 1996                                                      
Held to maturity securities:                                           
U.S. Treasury and                                                      
   agency services                                                     
     Maturing within 1 year       $ 29,358       $  6          $  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       $188          $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         Six months ended
                                        June 30,                 June 30,
In thousands                       1997         1996         1997         1996
--------------------------------------------------------------------------------
   <S>                           <C>          <C>          <C>          <C>    
   Beginning balance             $ 4,313      $ 4,394      $ 4,372      $ 4,446
   Provision charged to expense     --            139         --            159
   Loans charged off                (155)        (153)        (243)        (241)
   Recoveries                         45           30           74           46
--------------------------------------------------------------------------------

   Ending balance                $ 4,203      $ 4,410      $ 4,203      $ 4,410
================================================================================
</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 June 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>
--------------------------------------------------------------------------------
                                          June 30,     December 31,
In thousands                                1997          1996
--------------------------------------------------------------------------------
<S>                                       <C>            <C> 
Past due 90 days or more and still
accruing
   Real estate                            $  388         $ 59
   Commercial                                112           60
   Installment and other                    --             90
--------------------------------------------------------------------------------
                                             500          209
--------------------------------------------------------------------------------
Nonaccrual:                                          
   Real estate                               506          419
   Commercial                                235          184
   Installment and other                    --              1
--------------------------------------------------------------------------------
                                             741          604
--------------------------------------------------------------------------------
Total nonperforming loans                 $1,241         $813
================================================================================
Other real estate owned                   $  231         $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 $80,073,000 and standby letters of credit of
$983,000 at June 30, 1997. However, all such commitments will not necessarily
culminate in actual extensions of credit by the Company during 1997.

Approximately $8,495,000 of loan commitments outstanding at June 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 Bank evaluates 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 Bank to guarantee the
performance of a customer to a third party. These guarantees are issued
primarily relating to purchases of inventory by the Bank's 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 Bank uses
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
4,909,000 and 4,831,000 for the three and six month periods ended June 30, 1997,
respectively, and 4,656,000 and 4,661,000 for the three and six month periods
ended June 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 STANDARD

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 $.37 and $.37 for the quarters ended June 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


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 June 30, 1997, total assets of Central Coast Bancorp were $454,165,000, an
increase of $77,333,000 or 20.5% from December 31, 1996 total assets of
$376,832,000. Average total assets for the quarters ended June 30, 1997 and 1996
were $447,386,000 and $349,844,000, 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 June 30, 1997 were $241,339,000 compared to $235,992,000 at
December 31, 1996, an increase of $5,347,000 or 2.3%. The increase in loan
balances is primarily the result of increases in term real estate and commercial
loan categories. Real estate mortgage 

                                       10


<PAGE>   11


loan balances of $108,835,000 at June 30, 1997 represented an increase of
$15,594,000 or 16.7% over $93,241,000 at December 31, 1996. Commercial loans
increased $2,056,000 or 1.8% to $113,601,000 at June 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 $15,153,000 at June 30, 1997 represented a decrease of $12,844,000 or 45.9%
from $27,997,000 at December 31, 1996.

The Company designated securities with an estimated market value of $48,385,000
as available-for-sale at June 30, 1997. The amortized cost of securities
designated as available-for-sale on that date was $48,312,000. The
available-for-sale portfolio at June 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 six months ended June 30, 1997,
the Company made securities purchases of $63,748,000 to replace $15,250,000 of
maturities and to more fully employ excess liquidity.

Securities designated as held-to-maturity at June 30, 1997 were carried at an
amortized cost of $68,835,000. The estimated market value of the
held-to-maturity portfolio at quarter end was $68,797,000. The held-to-maturity
portfolio at June 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 six months ended June 30, 1997, the
Company made securities purchases of $9,732,000 to replace $12,136,000 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 $43,561,000 at June
30, 1997 represent an increase of $20,426,000 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 June 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 $406,968,000 at June 30, 1997 which represented an increase
of $68,305,000 or 20.2% over balances of $338,663,000 at December 31, 1996. The
increase total in deposits includes increases in all deposit categories,
primarily as a result of Bank of Salinas' branch acquisition noted above.
Interest bearing demand balances increased $22,246,000 or 29.1% to $98,638,000
at June 30, 1997 from $76,392,000 at December 31, 1996. Interest bearing demand
deposits represented approximately 37.9% of the deposits acquired by Bank of
Salinas. Noninterest-bearing demand deposits were $99,992,000 at June 30, 1997
compared to $90,149,000 at December 31, 1996, an increase of $9,843,000 or

                                       11


<PAGE>   12


10.9%. The increase in noninterest bearing demand balances are also related to
the branch purchase in addition to seasonal fluctuation in this category.
Savings balances of $97,616,000 represent an increase of $7,966,000 or 8.9% over
$89,650,000 at December 31, 1996. Additionally, time deposits increased
$28,250,000 or 34.3% to $110,722,000 at June 30, 1997 from $82,472,000 at
December 31, 1996.

                                       12


<PAGE>   13


THREE MONTHS ENDED JUNE 30, 1997 AND 1996

Net income for the three months ended June 30, 1997 was $1,608,000 or $.33 per
share compared to $1,578,000 or $.34 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 Bank's earnings. The components of net interest income are as
follows:

<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                        Three months ended June 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)                                       $244,876     $  6,324       10.4%   $203,972      $  5,496     10.8%
  Investment Securities                            104,078        1,513        5.8%     91,498         1,350      5.9%
  Other                                             58,741          717        4.9%     28,743           381      5.3%
                                                  --------     --------               --------      --------  
Total Earning Assets                               407,695        8,554        8.4%    324,213         7,227      8.9%
                                                               --------                             --------  
Cash and due from banks                             34,577                              22,993
Other assets net of deferred
  Loan fees and allowance
  For loan losses (3)                                5,114                               2,638
                                                  --------                            --------
                                                  $447,386                            $349,844
                                                  ========                            ========

Liabilities & Shareholders'
  Equity:
Interest bearing liabilities:
  Demand deposits                                 $101,411     $    515        2.0%   $ 78,169      $    447      2.3%
  Savings                                           93,546          935        4.0%    102,655         1,055      4.1%
  Time deposits                                    107,074        1,479        5.5%     66,505           909      5.5%
  Other borrowings                                  11,874           70        2.4%       --            --         n/a
                                                  --------     --------               --------      -------- 
Total interest bearing
  Liabilities                                      313,905        2,999        3.8%    247,329         2,411      3.9%
                                                               --------                             --------  
Demand deposits                                     93,632                              67,993
Other Liabilities                                    1,064                               2,154
                                                  --------                            --------
Total Liabilities                                  408,601                             317,476
Shareholders' Equity                                38,785                              32,368
                                                  --------                            --------
                                                  $447,386                            $349,844
                                                  ========                            ========
Net interest income & margin (4)                               $  5,555        5.5%                 $  4,816      6.0%
                                                               ========        ====                 ========      ====  
</TABLE>

----------------------------------------------
1  Annualized
2  Loan interest income includes fee income of $337,000 and $215,000 for the
   three month period ended June 30, 1997 and 1996, respectively.
3  Includes the average allowance for loan losses of $4,276,000 and $4,403,000
   and average deferred loan fees of $526,000 and $535,000 for the three months
   ended June 30, 1997 and 1996.
4  Net interest margin is computed by dividing net interest income by the total
   average earning assets.

                                       13


<PAGE>   14


Net interest income for the three months ended June 30, 1997 was $5,555,000
representing an improvement of $739,000 or 15.3% over $4,816,000 for the
comparable period in 1996. The increase in net interest income is comprised of
an increase of $1,327,000 or 18.4% in interest income partially offset by an
increase in interest expense of $588,000 or 24.4%.

As a percentage of average earning assets, the net interest margin for the
second quarter of 1997 was 5.5% and compares to 6.0% 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
60.1% in the second quarter of 1997 from 64.7% in the same period last year. In
addition, net interest income for the second quarter of 1996 included
approximately $123,000 recognized as a result of collection of foregone interest
on one nonaccruing loan. Excluding this nonrecurring collection of forgone
interest on the loan, the increase in net interest income would have been
$862,000 or 18.4% and a comparable net interest margin of 5.8%.

Interest income recognized in the three months ended June 30, 1997 was
$8,554,000 representing an increase of $1,327,000 or 18.4% over $7,227,000 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
$407,695,000 in the three months ended June 30, 1997 compared to $324,213,000 in
the same period in 1996, representing an increase of $83,482,000 or 25.8%. The
increase in average earning assets included an increase in average net loans of
$40,904,000 or 20.1% and increases in investment securities and fed funds sold
of $12,580,000 and $29,998,000 or 13.8% and 104.4%, respectively. In addition,
as noted above, interest income for the second quarter of 1996 includes
approximately $123,000, recognized as a result of collection of foregone
interest on one nonaccruing loan. Excluding this nonrecurring collection of
forgone interest on the loan, the increase in interest income would have been
$1,450,000 or 20.4%.

The average yield on interest earning assets decreased to 8.4% in the three
months ended June 30, 1997 compared to 8.9% for the same period of 1996. The
average yield on earning assets in the second quarter of 1996 after adjusting
for the impact of the nonrecurring collection of forgone interest on the loan
noted above would have been 8.8%. The decrease in average yield is attributed to
a decrease in the proportion of loans to total earning assets to 60.1% in the
second quarter of 1997 from 62.9% in the same period in 1996. Loan fees
recognized during the quarter ended June 30, 1997 were $337,000 compared to
$215,000 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 June 30, 1997 was $2,999,000 and represented an
increase of $558,000 or 24.4% over $2,411,000 for the comparable period in 1996.
During the three months ended June 30, 1997, the average rate paid by the Bank
on interest-bearing liabilities was 3.8% compared to 3.9% for the same period in
1996. The increase in interest expense for the second 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

                                       14


<PAGE>   15

$313,905,000 in the three months ended June 30, 1997 compared to $247,329,000
for the same period in 1996, an increase of $66,576,000 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 $93,632,000 for
the quarter ended June 30, 1997 represented an increase of $25,639,000 or 37.7%
over $67,993,000 for the same period one year earlier.

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 $139 million. 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/orguarantees 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.

                                       15


<PAGE>   16

In the second quarter of 1997, the Bank did not record a provision for loan
losses through a charge to earnings 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. This compares to $139,000 charged against
earnings for the same period in 1996. Loan balances of $155,000, which were
previously identified and fully reserved for, were charged-off in the second
quarter of 1997 compared to $153,000 charged-off in the same period one year
earlier. Recoveries of loan balances previously charged-off were $45,000 for the
quarter ended June 30, 1997 compared to $30,000 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.

At June 30, 1997 the allowance for credit losses was $4,203,000 or 1.71% 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 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 $420,000 for the three
months ended June 30, 1997 as compared to $302,000 for the same period 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 $451,000 or 16.0% to $3,244,000 in the quarter
ended June 30, 1997 from $2,793,000 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, other expenses, on an annualized basis,
decreased to 3.2% in the three months ended June 30, 1997 from 3.4% in
the comparable period of 1996.


Salary and benefits expense was $1,909,000 in the three months ended June 30,
1997 compared to $1,672,000 in the same period one year earlier, an increase of
$237,000 or 14.2%. 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 second 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.

                                       16

<PAGE>   17


Occupancy expense for the quarter ended June 30, 1997 was $237,000 and
represented an increase of $81,000 or 51.9% over $156,000 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.

Furniture and equipment expense for the second quarter of 1997 increased $40,000
or 23.7% to $209,000 from $169,000 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 subsidiary banks.

Other expenses increased $93,000 or 11.7% to $889,000 in the three months ended
June 30, 1997 from $796,000 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 second quarter of 1997 included approximately $62,000 of
amortization of intangible assets resulting from the Bank of Salinas branch
acquisition.

                                       17


<PAGE>   18


SIX MONTHS ENDED JUNE 30, 1997 AND 1996

Net income for the six months ended June 30, 1997 was $3,059,000 or $.63 per
share compared to $3,362,000 or $.72 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 Bank's earnings. The components of net interest income are as
follows:

<TABLE>
<CAPTION>
                                                             (Unaudited)
                                                       Six months ended June 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)                        $240,724     $ 12,256     10.3%   $199,117   $ 11,085   11.3%
  Investment Securities              91,480        2,623      5.8%     86,123      2,559    6.0%
  Other                              49,022        1,307      5.4%     41,662      1,100    5.4%
                                   --------     --------             --------   -------- 
Total Earning Assets                381,226       16,186      8.6%    326,902     14,744    9.1%
                                                --------                        --------   
Cash and due from banks              30,801                            21,658
Other assets net of deferred
  loan fees and allowance
  for loan losses (3)                 4,298                             2,260
                                   --------                          --------  
                                   $416,325                          %350,820
                                   ========                          ========
Liabilities & Shareholders'
  Equity:
Interest bearing liabilities:
  Demand deposits                  $ 94,141     $    952      2.0%   $ 75,403   $    859    2.3%
  Savings                            93,075        1,861      4.0%    112,302      2,313    4.2%
  Time deposits                      99,743        2,726      5.5%     65,801      1,801    5.6%
  Other borrowings                    3,420           72      4.2%       --         --      n/a
                                   --------     --------             --------   --------   
Total interest bearing
  liabilities                       290,379        5,611      3.9%    253,506      4,973    4.0%
                                                --------                        --------
Demand deposits                      86,057                            63,703
Other Liabilities                     2,051                             1,945
                                   --------                          --------
Total Liabilities                   378,487                           319,154
Shareholders' Equity                 37,838                            31,666
                                   --------                          --------
                                   $416,325                          $350,820
                                   ========                          ========

Net interest income & margin (4)                $ 10,575      5.6%              $  9,771    6.0%
                                                ========      ====              ========    ====
</TABLE>
----------
1  Annualized
2  Loan interest income includes fee income of $613,000 and $468,000 for the six
   month period ended June 30, 1997 and 1996, respectively.
3  Includes the average allowance for loan losses of $4,318,000 and $4,413,000
   and average deferred loan fees of $586,000 and $534,000 for the six months
   ended June 30, 1997 and 1996.
4  Net interest margin is computed by dividing net interest income by the total
   average earning assets.

                                       18


<PAGE>   19


Net interest income for the six months ended June 30, 1997 was $10,575,000
representing an improvement of $804,000 or 8.2% over $9,771,000 for the
comparable period in 1996. The increase in net interest income is comprised of
an increase of $1,442,000 or 9.8% in interest income partially offset by an
increase in interest expense of $638,000 or 12.8%.

As a percentage of average earning assets, the net interest margin for the six
months ended June 30, 1997 was 5.6% and compares to 6.0% in the same period one
year earlier. Net interest income for the first six 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
$1,425,000 or 15.6% and a comparable net interest margin of 5.6%.

Interest income recognized in the first six months of 1997 was $16,186,000
representing an increase of $1,442,000 or 9.8% over $14,744,000 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 $381,226,000 in
the six months ended June 30, 1997 compared to $326,902,000 in the same period
in 1996, representing an increase of $54,324,000 or 16.6%. The increase in
average earning assets included an increase in average net loans of $41,607,000
or 20.9% and increases in investment securities and fed funds sold of $5,357,000
and $7,360,000 or 6.2% and 17.7%, respectively. In addition, as noted above,
interest income for the first six 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 $2,063,000 or 14.6%.

The average yield on interest earning assets decreased to 8.6% in the six months
ended June 30, 1997 compared to 9.1% 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 8.6%. Loan fees recognized during the six months ended
June 30, 1997 were $613,000 compared to $468,000 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 six months ended June 30, 1997 was $5,611,000 and represented an
increase of $638,000 or 12.8% over $4,973,000 for the comparable period in 1996.
The increase in interest expense for the second 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 $290,379,000 in the six months ended June 30, 1997 compared to
$253,506,000 for the same period in 1996, an increase of $36,873,000 or 14.6%.
In addition, the cost of liabilities was impacted by disintermediation of funds
from savings accounts to time deposits. Average savings account balances
decreased $19,227,000 or 17.1% to $93,075,000 for the first half of 1997 from
$112,302,000 in the first half of 1996. Time deposits increased $33,942,000 or
51.6% to $99,743,000 from $65,801,000 for the comparable periods in 1997 and
1996.

                                       19


<PAGE>   20


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
$86,057,000 for the six months ended June 30, 1997 represented an increase of
$22,354,000 or 35.1% over $63,703,000 for the same period one year earlier. In
addition, during the first six months of 1997, the average rate paid by the Bank
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 half 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 $243,000, which were previously
identified and fully reserved for, were charged-off in the first six months of
1997 compared to $241,000 charged-off in the same period one year earlier.
Recoveries of loan balances previously charged-off were $74,000 for the six
months ended June 30, 1997 compared to $46,000 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 $806,000 for the six
months ended June 30, 1997 as compared to $712,000 for the same period of 1996.
The increase in noninterest income is primarily attributed to an increase in
service charges on deposit accounts of $127,000 or 36.1% as a result of the Bank
of Salinas branch purchase. Partially offsetting this increase was a decrease in
mortgage loan referral fees of approximately $40,000.

Noninterest expense increased $1,024,000 or 19.8% to $6,193,000 in the six
months ended June 30, 1997 from $5,169,000 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 six months of 1997 and 1996.

Salary and benefits expense was $3,742,000 in the six months ended June 30, 1997
compared to $3,158,000 in the same period one year earlier, an increase of
$584,000 or 18.5%. 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 six months of 1997 includes an accrual of
$125,000 for benefits under salary continuation agreements entered into with
Executive Officers of the Company effective in the fourth quarter of 1996.

                                       20


<PAGE>   21


Occupancy expense for the six months ended June 30, 1997 was $441,000 and
represented an increase of $90,000 or 25.6% over $351,000 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 half of 1997 increased $65,000 or
20.2% to $387,000 from $322,000 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
both subsidiary banks.

Other expenses increased $285,000 or 21.3% to $1,623,000 in the six months ended
June 30, 1997 from $1,338,000 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 half of 1997 included approximately $82,000 of
amortization of intangible assets resulting from the Bank of Salinas branch
acquisition.

                                       21


<PAGE>   22


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
Bank assesses 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 June 30, 1997, were approximately $80,073,000 and
$983,000, 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 June 30, 1997, consolidated liquid
assets totaled $143.9 million or 31.7% 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 subsidiary 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 Bank with additional
secondary sources of liquidity. Another key liquidity ratio is the ratio of
gross loans to total deposits, which was 60.5% at June 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
Bank's 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.

                                       22


<PAGE>   23


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 Bank's earning assets and interest-bearing
liabilities at June 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.

<TABLE>
<CAPTION>
June 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          $  43,561      $   --       $   --        $  --       $  --       $ 43,561
Investment securities               4        30,401       35,611       44,506       6,698      117,220
Loans, excluding
   nonaccrual loans
   and overdrafts               8,720       191,387        8,368       25,905       9,774      244,154
------------------------------------------------------------------------------------------------------
Total                       $  52,285      $221,788     $ 43,979      $70,411     $16,472     $404,935
======================================================================================================
Interest bearing
   liabilities:
Interest bearing demand     $  98,638      $   --       $   --        $  --       $  --       $ 98,638
Savings                        97,616          --           --           --          --         97,616
Time certificates                --          33,091       57,491       20,117          23      110,722
Other Borrowings                 --           5,198         --           --          --          5,198
------------------------------------------------------------------------------------------------------
Total                       $ 196,254      $ 38,289     $ 57,491      $20,117     $    23     $312,174
======================================================================================================
Interest rate
   sensitivity gap          $(143,969)     $183,499     $(13,512)     $50,294     $16,449
Cumulative interest
   rate sensitivity gap     $(143,969)     $ 39,530     $ 26,018      $76,312     $92,761
Ratios:
Interest rate
   Sensitivity gap               0.27          5.79         0.76         3.50      716.17
Cumulative interest 
   rate sensitivity gap          0.27          1.17         1.09         1.24        1.30
------------------------------------------------------------------------------------------------------
</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 

                                       23


<PAGE>   24

investment portfolio and by adjusting pricing of interest-bearing liabilities,
however, as noted above, the ability to manage interest rate exposure may be
constrained by competitive pressures.

CAPITAL RESOURCES

The Company's total shareholders' equity was $39,693,000 at June 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 June 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
June 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 June 30, 1997

Total Capital (to Risk Weighted Assets):         43,254,000          15.2%        22,739,000     8.0%
Tier 1 Capital (to Risk Weighted Assets):        39,363,000          14.0%        11,369,000     4.0%
Tier 1 Capital (to Average Assets)               39,363,000           9.4%        16,955,000     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 revises 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

                                       24


<PAGE>   25


to an order, written agreement, capital directive or prompt corrective action
directive; (2) "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 subsidiary Banks must comply with the regulatory framework for prompt
corrective action. As of June 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
thatexerted 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 Bank 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.

                                       25


<PAGE>   26



                           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.

         THE ANNUAL MEETING OF THE SHAREHOLDERS WAS HELD ON MAY 22, 1997.

<TABLE>
<CAPTION>
         PROPOSAL NO. 1:  ELECTION OF DIRECTORS
                                                     Number of Affirmative Votes
                                                     ---------------------------
         <S>                                                 <C>      
         Andrew E. Ausonio                                    2,709,215
         C. Edward Boutonnet                                  2,709,233
         Bradford Crandall                                    2,703,233
         Roger G. Emanuel                                     2,709,233
         Alfred P. Glover                                     2,709,233
         Richard C. Green                                     2,709,233
         Duncan L. McCarter                                   2,629,926
         Robert M. Mraule, D.D.S.,M.D.                        2,709,233
         Louis A. Souza                                       2,709,233
         Mose Thomas, Jr.                                     2,709,064
         Nick Ventimiglia                                     2,709,233
</TABLE>

<TABLE>
<CAPTION>
                                    Number of          Number of             Number of Shares
                                    Votes Cast For     Votes Cast Against    Indicated As Abstentions
                                    --------------     ------------------    ------------------------
         <S>                          <C>                    <C>                    <C>  
         PROPOSAL NO. 2:  APPROVAL OF DELOITTE & TOUCHE
             AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
             1997 FISCAL YEAR
                                      2,705,715              1,435                  14,045
</TABLE>

     TOTAL NUMBER OF SHARES FOR WHICH PROXIES HAVE BEEN RECEIVED: 2,721,214


Item 5.           Other information.

                  None.

                                       26


<PAGE>   27


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.


August 8,  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                                                      Sequential
Number                         Description                   Page Number
-------                        -----------                   -----------
27.1                           Financial Data Schedule          

                                       29