UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C 20549
                           FORM 10-K
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
  
  For the Fiscal Year Ended December 31, 1996Commission File No. 33-8743
                              OR
  
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from....................................... 
to.............................................
     
  
                   Orange National Bancorp
       (Exact Name of Registrant as Specified in Charter)
  
                          California
       (State or Other Jurisdiction of Incorporation or
                        Organization)
                                         33-0190684
              (I.R.S. Employer Identification No.)
  
  
                    1201 E. Katella Avenue
                      Orange, California
            (Address of Principal Executive Offices)
                            92867
                           (Zip Code)
  
  
       Registrant's telephone number, including area code
                         (714) 771-4000
  
  Securities registered pursuant to Section 12(b) of the Act:
                               
                                    Title of Each Class
                                  Name of Each Exchange on
                       Which Registered
                               
                               
                                             None
                             None
                               
                                Securities registered pursuant to Section 12(g) 
of the Act:
  
                         Common Stock
                        (Title of Class)
  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 for such shorter periods that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes         No       
  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
 of Regulation S-K is not contained herein, and will not be contained, to the
 best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any  
amendment to this Form 10-K.         
  
  As of January 31,1997, the aggregate market value of the voting shares held by
 nonaffiliates of the Registrant was  approximately $17,704,115.  The aggregate 
market value of the voting shares  held by nonaffiliates includes all 
stockholders except officers and directors and was computed  based on a 
market price which resulted from a recent trade.
    1,958,296 Shares of Common Stock were outstanding at March 14, 1997.
<PAGE>             DOCUMENTS INCORPORATED BY REFERENCE
  
  
  
                     Document Incorporated
                      Part of Form 10-K
                    into which incorporated
  
  
  Definitive Proxy Statement for the Annual Meeting
  of Stockholders to be filed within 120 days of the
  fiscal year ended December 31, 1996
  
  
                           Part III
  
  <PAGE>                     TABLE OF CONTENTS
                               
                            PART I
                                
  ITEM                                                   Page
  
  1. Business                                            4-20
  
  2. Properties                                            20
  
  3. Legal Proceedings                                     20
  
  4. Submissions of Matters to a Vote of Security Holders  20
  
                           PART II
                                
  5. Market for Registrant's Common Equity and Related Stockholder Matters21
  
  6. Selected Financial Data                               21
  
  7. Management's Discussion and Analysis of Financial Condition and Results of 
Operations                                                 22-27
  
  8. Financial Statements and Supplementary Data           27
  
  9. Changes in and Disagreements with Accountants on Accounting and Financial
  Disclosures                                              27
  
                           PART III
                                
  10.     Directors and Executive Officers of the Registrant28
  
  11.     Executive Compensation                           28
  
  12.     Security Ownership of Certain Beneficial Owners and Management28
  
  13.     Certain Relationships and Related Transactions   28
  
                           PART IV
                                
  14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K29
  
  Signatures                                            30-31
  
    Index to Exhibits                                        32
<PAGE>                           PART I.
  
  ITEM 1. BUSINESS
  
  General
  
  Orange National Bancorp (the "Bancorp") was organized and incorporated under 
the laws   of the State of California on July 28, 1986, at the direction of the 
Board of Directors of  Orange National Bank (the "Bank") and for the purpose 
of becoming a bank holding  company to acquire all the outstanding capital 
stock of the Bank.  The principal location of  the Bancorp and its 
operations is at the head office of the Bank located at 1201 East Katella  
Avenue, Orange, CA 92867.  On January 16, 1987, with the approval of the 
Comptroller of  the Currency and the Federal Reserve Bank of San Francisco, the 
Bank became a wholly-owned subsidiary of the Bancorp, and the Bancorp commenced 
operations as a bank  holding company within the meaning of the Bank Holding 
Company Act of 1956, as  amended, and became subject to the supervision and 
regulation of the Board of Governors  of the Federal Reserve System.
  
  Substantially all consolidated operating income and net income is presently 
derived from  banking related activities.  For the foreseeable future, it is 
expected that such banking  related activities will continue to represent the 
Bancorp's primary source of operating  income and net income.  In 1992, the 
Bancorp formed a new subsidiary to perform  mortgage brokerage services.  
In 1993, the Company began mortgage banking operations  including 
origination, sale and servicing of mortgage loans.  During 1994, the Company
  ceased its mortgage banking operations and there were no gains or losses on 
the disposal  of the Segment.  The Bank was organized and chartered as a 
national banking association  on October 31, 1979 and opened for business on 
the same date.   The Bank currently has  six offices.  Its head office is 
located at 1201 East Katella Avenue, Orange, California 92867  and the five 
branch offices are located at 77 Plaza Square, Orange, California 92866; 2019
  West Orangewood Avenue, Orange, California 92868; 7510 East Chapman Avenue,
  Orange, California 92869; 800 Glenneyre Road, Laguna Beach, California 
92651; and  25255 Cabot Road, Laguna Hills, California 92653.   Additional 
administration offices are  located  at 2117 West Orangewood Avenue, Orange, 
California 92868 and at 115 and 274  North Glassell Street, Orange, 
California 92866.
  
  
  Narrative Description of Business
  
  The Bancorp is engaged in the ownership of one commercial bank.   During 1993 
and 1994  the Bancorp was involved in mortgage banking operations.    These 
operations were  discontinued in 1994.   The Bancorp does not consider its 
business to be seasonal nor is  any material part of the business of the 
Bancorp and its subsidiaries dependent upon a  single customer or a few 
customers and the loss of any one customer would not have a  material adverse
 effect upon the Bancorp or its subsidiary.  Neither the Bancorp nor its  
subsidiary are engaged in operations outside the United States or derive a 
portion of  revenues from customers located outside of the United States.
  
  The Bank offers a full range of commercial banking services, including the 
acceptance of  demand, savings and time deposits, and the making of commercial, 
real estate, Small  Business Administration, personal, home improvement, 
automobile, and other installment  and term loans.  It also offers travelers'
 checks, safe deposit boxes, notary public,  international banking, and other
 customary bank services to its customers, except trust  services.  The 
Bank's lobby is open from 9:00 a.m. to 5:00 p.m., Monday through Thursday,  
and 9:00 a.m. through 6:00 p.m. on Friday.  In addition, drive-up services are 
available at  the Bank's main office.  The Bank is insured by Federal Deposit 
Insurance Corporation and is a member of the Federal Reserve System.
<PAGE>
Narrative Description of Business (Continued)
  
  The Bank currently does not issue VISA or MASTERCARD credit cards but honors
  merchant drafts under both types of cards, and its customers are offered 
MASTERCARD  and VISA credits cards through one of its correspondent banks.  In 
addition, although  management of the Bank believes there is a need for trust
 services in its service area, the  Bank does not operate or have any present 
intention to seek authority to operate a trust  department since management 
of the Bank believes that the costs of establishing and  operating such a 
department would not be justified by the potential income to be gained  
therefrom.
  
  The three general areas in which the Bank has directed virtually all of its 
lending activities  are (I) commercial loans, (ii) loans to individuals, and 
(iii) residential,  commercial, and  construction real estate loans.  As of 
December 31, 1996, these three categories accounted
  for approximately 36.9%, 8.5%, and 54.5%, respectively, of the Bank's loan 
portfolio.  The  Bank's commercial loans are primarily to small and medium sized
 businesses and are for  terms ranging primarily from 30 days to 5 years, with 
the majority of loans being due within  one year.  Consumer installment 
loans are for a maximum term of 48 months for unsecured  loans and for a term
 of the depreciable life of tangible property used as collateral for
  secured loans.  Commercial real estate loans are generally for terms of up to 
5 years.   Approximately 80% of loans are written with variable interest rates.
  
  As of December 31, 1996, the Bank has total unused loan and credit commitments
 of  $28,358,000 of which $1,907,000 were standby letters of credit and 
$26,457,000 were  commitments to grant loans.  The Bank presently has sufficient
 liquidity to fund all loan  commitments.
  
  Although the loan portfolio is diversified, some loans and loan commitments 
are unsecured.   As of December 31, 1996, the Bank is the creditor for 
approximately $2.8 million of loans  to companies or individuals and 
approximately $6.7  million in loan commitments which are
  unsecured.  The Bank's policy for requiring collateral is to obtain collateral
 whenever it is  available or desirable, depending upon the degree of risk the 
Bank is willing to undertake.
  
  The Bank's deposits are attracted primarily from individuals and commercial 
enterprises.   The Bank also attracts some deposits from municipalities and
 other government agencies.   The Bank does not have nor does it anticipate 
originating any brokered deposits.
  
  As of December 31, 1996, the Bank had approximately $77.8 million in total 
noninterest  bearing demand deposits, $10.9 million in savings, $17.4  million 
in time deposits for  individuals and corporations, and $92.2 million in NOW and
 money market accounts.
  
  As of December 31, 1996, the Bank had total deposits of approximately 
$198.4 million.   This total accounted for approximately 13% of the total 
deposits in the City of Orange and  surrounding service area, and 
approximately 1% of the total deposits in the Laguna Beach  area.
  
  The principal source of the Bank's income are interest and fees and other 
charges from the  Bank's loan portfolio and interest income on the Bank's 
investments.  For 1996, these  sources comprised approximately 62.9% and 
22.5%, respectively, of the Bank's total  income for this period.  The 
remaining significant sources of income are from fees on deposit accounts 
and other customer services.
<PAGE>
Distribution of Assets, Liabilities, and Stockholders' Equity
  
     The following schedule shows the average balance of the Bancorp's assets,
  liabilities, and stockholders' equity accounts and the percentage distribution
 of the items,  computed using the average daily balances for the periods 
indicated.  Percentages  indicated below are percentages of total average 
assets.  (In thousands of dollars, except  percent amounts.):

<TABLE>
<CAPTION>

                         Years Ended December 31,


ASSETS                   1996                1995                 1994
<S>                          <C>         <C>      <C>       <C>      <C>     <C>

Cash  and due from banks     $20,415    9.4%    $19,679    9.5%  $18,934    9.8%

Interest bearing deposits at financial institutions
                                   0       0          0      0         2      0
Securities                    44,937    20.7     43,073   20.8    32,960   17.0
Federal funds sold            29,725    13.7     20,372    9.9    19,944   10.3

Loans                        109,802    50.7    114,820   55.4   114,718   59.3
Less allowance for credit losses
                              (1,487)   (0.7)    (1,601)  (0.7)   (1,562)  (0.8)

               Net loans     108,315    50.0    113,219   54.7   113,156   58.5

Bank premises and equipment,  net
                               5,382     2.5      5,483    2.7     5,492    2.8
Other assets                   7,998     3.7      5,101    2.4     3,143    1.6

               TOTAL ASSETS  216,772     100%  $206,927  100.0% $193,631  100.0%

                  LIABILITIES AND STOCKHOLDERS' EQUITY
                                     
Deposits:
     Noninterest-bearing, demand
                             $67,662   31.2%    $64,372   31.1%  $59,628   30.8%
     Market rate and money market,  demand
                             101,562   46.9      99,182   47.9    90,734   46.9
     Savings                  12,420    5.7      13,474    6.5    14,229    7.3
     Time                     15,969    7.4      12,511    6.1    13,650    7.1

               Total deposits197,613   91.2     189,539   91.6   178,241   92.1

Other liabilities              1,381    0.6       1,286    0.6       869    0.4

               Total liabilities
                             198,994   91.8     190,825   92.2   179,110   92.5
Stockholders' equity:
     Common stock              7,594    3.5       7,109    3.4     6,848    3.5
     Retained earnings        10,184    4.7       8,993    4.4     7,673    4.0
     Total stockholders' equity
                              17,778    8.2      16,102    7.8    14,521    7.5
                          TOTAL LIABILITIES AND
                          STOCKHOLDERS' EQUITY
                                     
                            $216,772   100%    $206,927   100.0% $193,631 100.0%
</TABLE>
<PAGE>
  Interest Income Rates
  
     Certain information concerning average interest-earning assets and yields
thereon is set forth  in the following chart.  Amounts outstanding are the 
average daily balances for the respective periods.   Yields and amounts 
earned include loan origination fees.  Non-accrual loans have been included for 
 the purposes of this analysis.  Tax exempt income is not presented on a tax 
equivalent basis as the  amounts are not material.  (In thousands of dollars, 
except  percent amounts.):
<TABLE>
<CAPTION>
 
  Years Ended December 31,
  

 Category                         1996              1995              1994
<S>                                 <C>               <C>               <C>  
  Interest bearing deposits at financial institutions:
     Average outstanding            $-                 $-                $2
     Average yield                   -                  -                 -
     Amount of interest earned       -                  -                 -
  
  Securities:
     Average outstanding        $44,937            $43,073          $32,960
     Average yield                5.85%              5.74%            4.87%
     Amount of interest earned   $2,627             $2,471           $1,606
  
  Federal funds sold:
     Average outstanding        $29,725            $20,372          $19,944
     Average yield                5.23%              5.63%            4.12%
     Amount of interest earned   $1,555             $1,146             $822
  
  Net loans:
     Average outstanding       $108,315           $113,219         $113,156
     Average yield               10.81%             11.44%           10.15%
     Amount of interest  and
     fees earned                $11,712            $12,954          $11,480
  
   Total earning assets:
     Average outstanding       $182,977           $176,664         $166,062
     Average yield                8.69%              9.38%            8.38%  
     Amount of interest earned  $15,894            $16,571          $13,908
  
</TABLE>
<PAGE>
Interest Expense Rates
  
   The following table sets forth the Bancorp's amount of savings and time 
deposits and  other borrowings and the average rate paid on such deposits and 
borrowings for the periods  indicated.  (In thousands of dollars, except percent
 amounts.)  Amounts outstanding are the  average daily balances outstanding for 
the respective periods:
<TABLE>
<CAPTION>


 Category                  Years Ended December 31,
                               
<S>                                 <C>             <C>               <C> 
                                    1996           1995              1994
Market rate and money market deposits(1)
    Average outstanding         $101,562        $99,182           $90,734
    Average rate paid              2.47%          2.34%             2.01%
    Amount of interest paid or accrued
                                 $2,510          $2,325            $1,826
                               
Savings:
    Average outstanding         $12,420         $13,474           $14,229
    Average rate paid             2.00%           1.98%             2.00%
    Amount of interest paid or accrued
                                  $249             $267              $285
                               
Time:
    Average outstanding        $15,969          $12,511           $13,650
    Average rate paid            4.76%            4.39%             2.90%
    Amount of interest paid or accrued
                                  $760             $549              $396
                               
Total interest-bearing liabilities:
    Average outstanding       $129,951         $125,167          $118,613
    Average rate paid            2.71%            2.51%             2.11%
    Amount of Interest paid or accrued
                                $3,519           $3,141            $2,507
                           
(1)      Market rate and money market deposits include only interest-bearing 
transaction accounts.
        
Net Yield on Interest- Earning Assets
                                 6.76%            7.60%             6.87%
</TABLE>
<PAGE>
Rate/Volume Analysis of Net Interest Income
                               
The following table sets forth the cause and amounts of change in interest 
earned and  paid for the periods indicated (In thousands of dollars):
<TABLE>
<CAPTION>
  
                   1996 over 1995 (1)                     1995 over 1994 (1)
                   Volume     Rate  Total         Volume     Rate        Total
 <S>                     <C>     <C>     <C>           <C>       <C>        <C>
                               
Increase (decrease) in:
                               
Interest income:
                               
Investment securities    107     49      156            493       372      865
Federal funds sold       527   (118)     409             18       306      324
Net loans               (561)  (681)  (1,242)             6     1,468    1,474
                               
Total earning assets     $73  $(750)   $(677)          $517    $2,146   $2,663
                               
Interest expense:
                               
Market rate and money market deposits
                        $56    $129    $185            $170      $329     $499
Savings deposits        (21)      3     (18)            (15)       (3)     (18)
Time deposits           152      59     211             (33)      186      153
                               
Total Interest-bearing liabilities
                       $187    $191    $378            $122      $512     $634
                               
</TABLE>
(1) The variance not solely due to rate or volume is allocated to the rate 
variances.  Non-accrual loans have been included for the purpose of this 
analysis.  Loan fees of approximately  $1,037,000 for 1996, $1,089,000 for 1995,
 and $1,153,000 for 1994 have been included for purposes of this analysis.  Tax 
exempt income is not presented on a tax equivalent basis as the amounts are 
not material.
<PAGE>
Securities  
   The Bank's Board of Directors reviews all securities transactions on a 
monthly basis.   There are no securities from a single issuer other than 
securities of the U.S. Government, Agencies  and corporations whose aggregate 
market value is greater than 10% of stockholders' equity.   The
  following schedule summarizes the amounts and the distribution of the Bank's
 securities held to  maturity as of the dates indicated (in thousands of 
dollars) 
<TABLE>
<CAPTION>

                                     December 31,
                                           1996           1995            1994


                Amortized   Market    Amortized    Market   Amortized  Market
                 Cost (1)    Value     Cost (1)     Value    Cost (1)   Value
<S>                   <C>       <C>         <C>        <C>        <C>     <C>
Mortgage-backed securities
                  $10,937   $10,844     $12,479    $12,421    $12,857 $11,745
U.S. Treasury securities and obligations of
other U.S. Government agencies and corporations
                       -0-       -0-         -0-        -0-     8,873   8,649
Other                 174       174         174        174        174     174

     Total        $11,111   $11,018     $12,653    $12,595    $21,904 $20,568

(1) Securities held to maturity are stated at cost as disclosed in the notes to 
financial statements, adjusted for amortization of premium and accretion of 
discount.
    The securities classified as available for sale as of the dates indicated 
are as follows (in thousands of dollars):

                                       December 31,

                     1996                    1995                   1994

                Amortized    Market     Amortized   Market   Amortize  Market
                     Cost  Value(2)          Cost  Value(2)      Cost Value(2)

U.S. Treasury securities and obligations of other U.S.
Government agencies and corporations
                  $28,992   $28,899      $24,984    $24,914   $15,940  $15,377
Mortgage-backed securities
                       -0-       -0-       2,018      1,994     4,024    3,871
     Total         $28,992   $28,899     $27,002    $26,908   $19,964  $19,248

</TABLE>
(2) Securities available for sale are stated at market value with unrealized 
gains and losses being reported as an adjustment to stockholders' equity net of 
the related tax effect. None of the mortgage-backed securities are classified as
 "high risk" by the Bank's regulators.

On March 31, 1994, the Company transferred certain securities from available for
 sale to held to  maturity.  The amortized cost and fair value of the securities
 at date of transfer were $5,972,000 and  $5,701,000, respectively.   Amortized 
cost of held to maturity securities is presented net of   approximately 
$111,000 of unrealized loss on the securities transferred from available for 
sale.
  
  On December 29, 1995 the Company reassessed the appropriateness of the 
classification of all  securities in accordance with the issuance of Financial 
Accounting Standards Board Guide to  Implementation of Statement No. 115 on 
Accounting for Certain Investments in Debt and Equity  Securities.  As a 
result, the Company transferred debt securities at their fair value of 
$4,995,483 on  December 29, 1995 previously classified as held-to-maturity into 
available-for-sale securities and  recorded an unrealized holding loss of 
$3,827. 
<PAGE>
Maturity of Investment Securities
  
  The following table summarizes the maturity of the Bancorp's and Bank's 
securities and  weighted average yield as of December, 31 1996 (in thousands of 
dollars, except percent  amounts):
<TABLE>
<CAPTION>
  
                     Principal Amount      Book Value (1)   Average Yield (2)
<S>                              <C>              <C>                  <C>  
Mortgage-backed securities (3)
                              $11,038             $10,937           $5.38%
U.S. Treasury Securities and obligations of U.S. Government
  Agencies and corporations:
  
     Due within one year        4,000               4,005            5.66%
     Due after one year but within
       five years              25,000              24,894            6.50%
  
  Other                           174                 174            5.86%
  
          Total Securities    $40,212             $40,010            6.11%
</TABLE>
  
  (1)            Securities held to maturity are stated at cost, adjusted for 
amortization of premiums and accretion of discounts, securities available for 
sale are recorded at quoted market values.
  
  (2)            Weighted average yield is the yield on the book value of the 
security computed on the coupon rate and amortization of premium and accretion 
of discount.
  
  (3)            Mortgage-backed securities are not scheduled for maturities due
 to the periodic   principal payments received and unknown amount of expected 
prepayments.
<PAGE>
Loan Portfolio
  
  A major part of the Bank's objective is serving the legitimate credit needs of
 clientele in  central Orange County and surrounding areas. Credit decisions 
have been based upon the  best judgement of the Bank's lending personnel, giving
 full recognition to the needs and  limitations of the Bank due to its size and 
staff.  Legal lending limits to each customer are  restricted to a percentage 
of the Bank's total stockholders' equity, the exact percentage
  depending upon the nature of the particular loan and the collateral involved. 
 Credit risk is  inherent to any loan portfolio and it is the management of 
this risk which defines the quality  of the portfolio.  The Bank has a highly 
diversified portfolio and a loan review procedure  which management believes 
serves to minimize the possibility of material loss.
  
  The allowance for credit losses is established through a provision for credit 
losses charged  to expense.  Loans are charged against the allowance for credit
 losses when management  believes that collectibility of the principal is 
unlikely.  The allowance is an amount that  management believes will be 
adequate to absorb estimated losses on existing loans that
  may become uncollectible, based on evaluation of the collectibility of loans 
and prior loan  loss experience.  This evaluation also takes into consideration
 such factors as changes in  the nature and volume of the loan portfolio, 
overall portfolio quality, review of specific  problem loans, and current 
economic conditions that may affect the borrower's ability to pay.   While 
management uses the best information available to make its evaluation, future
  adjustments to the allowance may be necessary if there are significant 
changes in economic  or other conditions.  In addition, the Office of the 
Comptroller of the Currency (OCC), as an  integral part of their examination 
process, periodically reviews the Company's allowance for  credit losses, and
 may require the Company to make additions to the allowance based on
  their judgment about information available to them at the time of their 
examinations.
  
  A loan is impaired when it is probable the creditor will be unable to collect 
all contractual  principal and interest payments due in accordance with terms of
 the loan agreement.    Impaired loans are measured based on the present value 
of expected future cash flows  discounted at the loan's effective interest rate 
or, as a practical expedient, at the loan's  observable market price or the 
fair value of the collateral if the loan is collateral dependent.    The 
amount of impairment, if any, and any subsequent changes are included in the
    allowance for credit losses.
<PAGE>
Types of Loans
                                
                 The types of the Bank's total loans (all domestic) as of the 
dates indicated are shown in the following table (in thousands  of dollars, 
except percent amounts):
<TABLE>
<CAPTION>

                                                 December 31,
                                               1996             1995           1994              1993              1992
<S>                                          <C>     <C>     <C>     <C>      <C>    <C>       <C>    <C>      <C>     <C>
TYPE OF LOAN
Real estate, mortgage (includes only
loans secured primarily by real estate   $64,124   53.3%  $61,084  53.5%  $61,345   53.7%  $64,310   55.9%  $61,816   52.1%

Mortgage loans held for sale                  -       -         -     -         -      -     2,050    1.8%        -      -

Real estate, construction                  1,401    1.2       242   0.2%    2,286    2.0%    3,473    3.0%    7,097    6.0%

Commercial and industrial                 44,428   36.9    41,361  36.2%   40,976    35.9%  34,376   29.8%   38,432    32.4%

Loans to individuals                      10,255    8.5    10,343   9.1%    9,384     8.2%  10,127    8.8%   10,455     8.8%

Other                                        152    0.1     1,207   1.0%      177     0.2%     858    0.7%      890     0.7%

TOTAL LOANS                             $120,360    100% $114,237   100% $114,168     100%$115,194    100% $118,690     100%

Less allowance for credit losses          (1,369)          (1,513)         (1,465)          (1,524)          (1,425)

TOTAL NET LOANS                         $118,991         $112,724        $112,703         $113,670         $117,265
</TABLE>

Included in the loans above are approximately $2,836,000, $4,753,000, 
$3,743,000, $4,236,000 and $4,037,000  from companies or individuals
which are unsecured as of December 31, 1996,1995,1994, 1993 and 1992, 
respectively.
<PAGE>
Loan Maturities and Sensitivity to Changes in Interest Rates

                 The following table (in thousands of dollars) sets forth the 
maturity distribution of the  Bank's total net loans by category as of 
December 31 1996.  In addition, the table shows the  distribution between 
those loans with predetermined (fixed) interest rates and those with
  variable (floating) interest rates.   Floating rates generally fluctuate with 
changes in the  Bank's interest cost:
<TABLE>
<CAPTION>
  
                             Within one          After one but        After
                               year (1)            within five    five years
                                                         years
<S>                                <C>                     <C>           <C>  
Commercial and industrial        15,625                  7,976        21,164
  
  Real estate construction        1,412                      -             -
  
  Distribution between fixed and floating
  interest rates after one year:
  
     Fixed interest rates                                  265            582
  
     Floating interest rates                             7,711         20,582
  
</TABLE>
  The above maturity schedule does not include $348,000 of unearned net loan 
fees and  premiums.
  
  (1)Demand loans and overdrafts are shown as "within one year" and scheduled
     Repayments are reported in the maturing periods in which the final payments
     are due.
  
  Credit Risk Management
  
                 In managing its loan portfolio, the Bank utilizes procedures 
designed to assure  acceptable quality and to bring any potential losses or 
potential defaults in existing loans to  the attention of the appropriate 
management personnel.  Each lending officer has primary  responsibility to 
conduct credit and documentation reviews of the loans for which he is
  responsible.   The Bank's Senior Vice President and Senior Credit Officer are 
responsible  for general supervision of the loan portfolio and adherence by the 
loan officers to the loan  policy of the Bank.   The Bank has an outside 
consulting firm to periodically review the loan  portfolio to provide 
suggested risk rating of the loans.  Bank management reviews the  suggested 
ratings along with all other available information to properly monitor the loan
  portfolio.
  
                 In accordance with the Bank's policies, management presents a 
written report to the  Bank's Board of Directors at the monthly Board of 
Directors meeting.   The Directors review  the list of all loans which are 
30 days or more past due and the loans on the Bank's watch  list which 
include loans having increased credit risk over the rest of the portfolio.  
  Additionally, the report includes a listing of all loans made the prior month.
  
    Management and the Board of Directors also review all loan evaluations made 
during  periodic examinations by the Officer of the Comptroller of the Currency.
<PAGE>
Credit Risk Management (continued)
  
    As previously noted, the Bank maintains an allowance for credit losses to 
provide for  losses in the loan portfolio.  Additions to the allowance for 
credit losses are made by charges  to operating expenses in the form of a 
provision for possible credit losses.   All loans which  are judged to be 
uncollectible are charged against the allowance while any recoveries are
  credited to the allowance.  The allowance for credit losses is maintained at a
 level  determined by management to be adequate, based on the performance of 
loans in the  Bank's portfolio, evaluation of collateral for such loans, the 
prospects or worth of the  prospective borrowers or guarantors, and such 
other factors which, in the Bank's  judgement, deserve consideration in the 
estimation of possible losses.  The allowance for  credit losses is 
established and maintained after analyzing loans identified by management
  with certain unfavorable feature affixing a risk of loss attributable to each 
loan.  An inherent  risk of loss in accordance with industry standards and 
economic conditions is then allocated  to specific loan pools and to the 
remainder of the portfolio on an aggregate basis.
  
                 The following table sets forth information with respect to 
loans which were  accounted for on a non-accrual basis or contractually past 
due 90 days or more as to  interest or principal payments, or restructured 
(in thousands of dollars):
<TABLE>
<CAPTION>

                                           At December 31,
  
                                      1996      1995      1994     1993     1992
<S>                                    <C>       <C>       <C>       <C>     <C>
Loans on non-accrual basis          $2,464    $3,055     $3163    $2,744  $3,100
  
Loans past due 90 days or more and still
  accruing interest                      7        33       158       46      958
  
Troubled debt restructuring, and not included above
                                       -0-       -0-        -0-      -0-     -0-
  
     Total                         $2,471    $3,088     $3,321    $2,790  $4,058
</TABLE>
         If all such loans had been current in accordance with their original 
terms during the  year ended December 31, 1996, approximately $624,000 would 
have been the gross interest income.  The amount of interest income included 
in income on these non-accrual loans during the year ended December 31, 1996 
was approximately $132,000.
  
                 Loans are generally placed on non-accrual status when principal
 or interest  payments are past due 90 days or more.   Certain loans are placed 
on non-accrual status  earlier if there is reasonable doubt as to the 
collectibility of interest or principal.   Loans  which are in the process of
 renewal in the normal course of business, or are well secured,  and in the 
process of collection, continue to accrue interest. 
                 Management has no knowledge of any additional loans not 
disclosed in this section  on non-accrual, past due, or troubled debt 
restructuring that may be potential problem  loans.   The Bank has no loans 
to foreign borrowers.  The Company has quantified its  impaired loans in 
footnote 4 to the financial statements.  Loans on nonaccrual basis are
  greater than the total impaired loans because the collateral value of certain 
nonaccrual  loans are large enough that management believes all principal and 
interest will be collected  on those loans and therefore do not meet the 
definition of impaired.  A loan is impaired  when it is probable the creditor
 will be unable to collect all contractual principal and interest
  payments due in accordance with the terms of the loan agreement.  Impaired 
loans are    valued primarily at the fair value of the underlying collateral.
<PAGE>
Credit Risk Management   (continued)
  
       As of December 31, 1996, 1995, 1994, 1993 and 1992 there was no 
concentration  of loans exceeding 10% of total loans which was not otherwise 
disclosed as a category in  the loan portfolio table and  there were no other
 interest bearing assets that would be  required to be in the paragraphs 
above, if such assets were classified as loans.
  
       The following table shows loans outstanding, actual charge-offs, 
recoveries on loans  previously charged-off, the allowance for credit losses,
 and pertinent ratios during the  periods and as of the dates indicated (in 
thousands of dollars, except percent amounts):
<TABLE>
<CAPTION>
               ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES
                                    
                                             Years Ended December 31

                                          1996 1995 1994 1993 1992

<S>                                         <C>        <C>        <C>      <C> <C>
Average loans                         $109,802  $114,820  $114,718  $118,774  $120,028

Total gross loans at end of period    $120,360  $114,237  $114,168  $115,194  $118,690

Reserve for loan losses:
     Balance, beginning of period       $1,513    $1,465    $1,524    $1,425    $  950
     Charge-offs:
          Commercial and industrial       $252      $302      $459      $232    $582
          Real estate - construction        -0-       -0-       -0-       30      -0-
          Real estate - mortgage           125        70        25        76      -0-
          Installment                       10        16         4        27       2

                                          $387      $388      $488      $365    $584

     Recoveries:
          Commercial and industrial         30       $63      $129       $67     $34
          Leases                            -0-       45        -0-       -0-      -0-
          Real estate - construction        -0-       -0-       -0-       -0-      -0-
          Real estate - mortgage             8         8        -0-       -0-      -0-
          Installment                       -0-       -0-        2         3        4

                                           $38      $116      $131       $70      $38

     Net charge-offs                      $349      $272      $357      $295     $546

     Additions  charged to operations     $205      $320      $298      $394     $790

     Acquired by purchase of Laguna Bank   $-0-      $-0-      $-0-      $-0-    $231

     Balance, end of period             $1,369    $1,513    $1,465    $1,524   $1,425

Net charge-offs during the period to average
gross loans outstanding during period     0.32%     0.24%     0.31%     0.25%    0.45%
</TABLE>
<PAGE>
Credit Risk Management   (continued)

     The Bank has allotted the allowance for credit losses according to the 
amount deemed reasonably necessary to provide for the possibility of losses
being incurred within categories of loans set forth in the table below (in 
thousands of dollars, except percent amounts):
<TABLE>
<CAPTION>
                                                               December 31,
                                  1996                    1995                     1994                   1993/1992

                                    Percent of              Percent Of               Percent of             Percent of
                                    Loans In Each           Loans In Each            Loans in Each       Loans in Each
                         Allowance  Category to  Allowance  Category to   Allowance  Category to  AllowanceCategory to
                                    Total Loans             Total Loans              Total Loans           Total Loans
<S>                            <C>          <C>        <C>          <C>         <C>          <C>         <C>       <C>
Commercial and Industrial   $343        36.9%       $831        36.2%        $744         35.9%       $550      29.8% 
                                                                                                      $550      32.4%

Real Estate - construction     9         1.2           3         0.2          124          2.0          75       3.1
                                                                                                       417       6.0

Mortgage loans held for sale  -0-        -0-          -0-        0.0          -0-          0.0          -0-      1.8
                                                                                                        -0-      0.0

Real estate - mortgage       959        53.3         594        53.5          468         53.7         837      55.9
                                                                                                       400      52.1

Installment                   58         8.5          62         9.1          108          8.2          40       8.8
                                                                                                        56       8.8

Other                         -0-        0.1          23         1.0           21          0.2          22       0.7
                                                                                2          0.7

                            $1,369       100.0%     $1,513       100.0%      $1,465        100.0%   $1,524     100.0%
                                                                                                    $1,425     100.0%
</TABLE>
        Included in the Bank's allocation of its allowance for credit losses
 are provisions for specific loans, current economic conditions and a general
 reserve for unknown potential losses.  Bank management considers loans 
classified by its internal loan review system, an independent third party 
reviewer  and its regulators.   None of these classifications indicate trends
 or uncertainties which will materially impact future operating results, 
liquidity, or capital resources.  The Bank has provided for the potential 
adverse effects of current economic conditions. However, the full effects of 
the economy on the loan portfolio cannot be predicted with any certainty.  See 
discussion in item 7.   Any loans which management doubts the ability of 
borrowers to comply with loan repayment terms are provided for in the allowance.
<PAGE>
 Summary of Deposits
  
        Deposits are the Bank's  primary source of funds.   The Bank can obtain 
additional funds  when needed to meet occasional declines in deposits to satisfy
 cash reserve requirements, or for  other short-term liquidity needs, through 
the overnight purchase of federal funds.   However, the Bank  does not use 
these sources of funds.   Regularly, the Bank has more funds than it needs for 
its  reserve requirements or short-term liquidity needs, and it, therefore, 
sells federal funds to other  financial institutions, places funds in 
certificates of deposit with other financial institutions, or invests
  in short-term securities.
  
                 At December 31, 1996 and 1995, the aggregate amount of 
interest-bearing deposits was  60.8% and 62.8%, respectively, of total 
deposits.  The Bank has no foreign deposits.  While the Bank  does not 
experience material repeated seasonal fluctuations in deposit levels, the Bank's
 relative  growth in deposits and loans may be affected by seasonal and economic
 changes which, in turn, may  impact liquidity.  The Bank does not have any 
brokered deposits.  As of December 31, 1996, the Bank  has deposit 
concentrations of $29,053,000 from five customers.  Management believes it has
  sufficient liquidity to meet loan commitments and deposit demands.
  
                 The following table sets forth information for the periods 
indicated regarding the average  balances of the Bank's deposits by category
 and as  a percentage of average total deposits (in  thousands of dollars, 
except percent amounts):
<TABLE>
<CAPTION>
  
Years Ended       Demand (non-      Money Market  Savings   Time  Total
December 31       Interest Bearing      and NOW                       Deposits

<S>                        <C>            <C>         <C>      <C>         <C>
1996

Average balance       $67,662        $101,562     $12,420  $15,969    $197,613

Percent of total        34.2%           51.4%        6.3%     8.1%        100%

Average rate paid        0.0%            2.5%        2.0%     4.8%        1.8%

1995

Average balance      $64,372         $99,182      $13,474  $12,511    $189,539

Percent of total       34.0%            52.3%        7.1%      6.6%     100.0%

Average rate paid       0.0%             2.3%        2.0%      4.4%       1.7%

1994

Average balance     $59,628          $90,734      $14,229   $13,650   $178,241

Percent of total      33.5%            50.9%          8.0%      7.6%      100%

Average rate paid      0.0%             2.0%          2.0%      2.9%      1.4%
</TABLE>
    The following table indicates the amount (in thousands of dollars, except 
percent amounts) and maturity of the Bank's time certificates of deposit over 
$100,000 as of December 31, 1996.
<TABLE>
<CAPTION>
                                                    1996
<S>                                            <C>             <C>
                                           Balance     Percent of Total

Less than three months                      $6,870           78.0%

Three months through six months              1,123           12.7

Six months through twelve months               815            9.3

Over twelve months                               0            0.0

                                            $8,808          100.0%
</TABLE>
<PAGE>
Return on Equity and Assets

   The following table indicates the key financial ratios of the Bank for the 
periods indicated:

<TABLE>
<CAPTION>
                                          Year Ended December 31,


                                             1996          1995           1994
<S>                                           <C>           <C>            <C>
Profitability ratios:

   Rate of return on average total assets    1.02%        1.22%          0.43%

   Rate of return on average stockholders' equity
                                            12.38%       15.68%          5.75%

Capital Ratios:

   Dividend payment ratio to net income (1)  32.6%       19.23%         11.00%

  Average stockholders' equity to average total assets
                                             8.20%        7.78%          7.50%

(1) Dividends declared exclude stock dividends
</TABLE>

Competition
  
                 The banking business in California and the market areas served 
by the Bank are highly  competitive with respect to both loans and deposits and 
are dominated by a relatively small number  of major banks with many offices 
operating over a wide geographic area.  The Bank is one of five  locally 
owned independent banks located in the Bank's primary service area.  The Bank 
also  competes for loans and deposits with other commercial banks, including 
many which are much larger  than the Bank, as well as with savings and loan 
associations, finance companies, credit unions, and  other financial 
institutions.   Larger commercial banks offer certain services (such as trust 
and  investment services) which the Bank does not offer directly (but some of 
which it offers indirectly  through correspondent institutions).  By virtue of
 their greater total capitalization, such banks also  have substantially higher
 lending limits than the Bank has or will have.  In addition, as a result of
  recently enacted legislation, it is anticipated that there will be 
increased competition between banks,  savings and loan associations, and 
credit unions for the deposit and loan business of individuals.  The  growth 
of money market funds and quasi-financial institutions, such as certain 
activities of retailers  and other which are not subject to the same 
regulatory controls, also presents a source of competition  for the Bank.  
With the decline in interest rates, depositors have been seeking alternative
 investments  to earn higher yields than the Bank is currently paying.
  
                 The Bank's primary service area encompasses the boundaries 
delineated by the Orange  Unified School District.  The same area constitutes
 the community covered by the Bank's Community  Reinvestment Act Statement.  
This service area is currently serviced by banking offices which may  provide
 competition for the Bank.
  
                 In order to compete with the other financial institutions in 
its primary service area, the Bank  relies principally upon local promotional 
activities, personal contact by its officers, directors,  employees, and 
stockholders, extended hours, and specialized services.  For customers whose 
loan  demands exceed the Bank's lending limit, the Bank has attempted and 
will continue in the future to  attempt to arrange for such loans on a 
participation basis with other banks.  The Bank also assists  customers 
requiring other services not offered by the Bank in obtaining such services 
from its  correspondent banks.
<PAGE>
Supervision and Regulation
  
                 The Company is subject to the regulation of the Federal Reserve
Bank Holding Company Act  of 1965, as amended, and the Board of Governors of the
 Federal Reserve System.   Orange National  Bank is subject to the regulation of
 the Federal Deposit Insurance Corporation and the Office of the  Comptroller
 of the Currency (OCC).  Among other regulations, the OCC establishes minimum 
capital  requirement which the Bank exceeds as of December  31, 1996.
  
  
  Employees
  
                 As of December 31, 1996, the Bank employed 117 full-time and 
16 part-time persons,  including 32 principal officers.  None of the Bank's 
employees are represented by a union or covered  by a collective bargaining 
agreement.  The management of the Bank believes that, in general, its
  employee relations are good.
  
  
  ITEM 2.        PROPERTIES
  
            The Bank and the Bancorp's head office is located in a two-story 
building located at 1201  East Katella Avenue, Orange, California.  The Bank 
owns this building and the land the building is  situated on.  This building 
is approximately 16,000 square feet of interior and exterior floor space and
  is located on a lot of approximately 55,000 square feet.  The facility has 
adequate parking and an  automated teller machine.
  
                 The Bank leases the building and land at its branch offices 
offering all banking services, at  the following locations: 77 Plaza Square, 
Orange, California;  2019 West Orangewood Avenue,  Orange, California;  7510 
East Chapman Avenue, Orange, California;  800 Glenneyre, Laguna Beach,
  California; and 25255 Cabot Road, Laguna Hills, California.  The branch 
offices have approximately  27,000 square feet of interior and exterior floor
 space.   Each branch has an automated teller  machine.   The Bank also 
leases the building and land for administrative purposes at three additional
  locations at 115 and 274 North Glassell Street, Orange, California, and 
2117 West Orangewood  Avenue, Orange, California.  These offices have 
approximately 8,400 square feet of floor space.
  
  
  ITEM 3              LEGAL PROCEEDINGS
                 To the best of management's knowledge, there are no pending or 
threatened legal  proceedings to which the Bank, or the Bancorp is or may become
 a party which  may have a  materially adverse effect upon the Bank, the Bancorp
 or their property.   However, in the normal  course of business, the Bank, or 
the Bancorp may initiate actions to protect their interests and may
  occasionally be made a party to actions relating thereto seeking to 
recover damages from the Bank,  or the Bancorp.
  
  
  ITEM 4         SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
  
                        None
<PAGE>
PART II
                                                 
ITEM 5         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                                                 STOCKHOLDER MATTERS
  
  Market Information
  
  Stock market information and history of cash and stock dividends and stock 
splits is set forth in item 7 of this Form 10-K on page 26 and 27.
  
  
  ITEM 6              SELECTED FINANCIAL DATA
  
         ORANGE NATIONAL BANCORP FINANCIAL HIGHLIGHTS
                               
                               
                                  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
<S>                           <C>        <C>         <C>       <C>         <C>
                             1996       1995       1994       1993        1992
  Results of operations(000's except per share amounts):
  
Total Interest income     $15,894    $16,571    $13,908    $12,416     $12,436
  
Net Interest Income        12,375     13,430     11,400      9,792       8,917
  
Provisions for possible credit losses
                              205        320        298        394         790
Non Interest Income         2,713      2,781      2,612      2,279       2,381  
  
Non Interest Expense       11,547     12,187     11,962     11,744      10,119
  
Income from continuing operations
                            3,336      3,703      1,060        457         229
Loss from discontinued operations
                                -          -       (225)      (258)          -
Net Income                  2,201      2,524        835        199         229

Earnings per common share   $1.13      $1.30      $0.43      $0.10       $0.13
  
Cash dividends per share     0.37       0.25       0.05          -        0.29
Weighted average number of shares oustanding
                            1,951      1,941      1,931      1,931       1,745
Financial condition (000's):
  
Total assets             $218,845   $207,928   $206,510   $193,290    $175,681
  
Loans (net)               118,991    112,724    112,703    113,670     117,265
  
Deposits                  198,364    188,991    190,406    177,571     159,118
  
Stockholders' equity       18,956     17,262     14,782     14,543      14,419
</TABLE>
  
  Earnings per share from continuing operations in 1994 and 1993 were $.58 and 
$.25, respectively.  Earnings per share prior to 1995 are restated to reflect 
5% stock dividends in 1995.
<PAGE>
ITEM 7   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS
  
  This filing contains forward-looking statements which involve risks and 
uncertainties.  The company's  actual future results may differ significantly
 from the results discussed in the forward-looking  statements.  Factors that
 might cause a difference include, but are not limited to, loan demand,
  deposit withdrawals, interest rates, particularly the spread between loan 
rates and deposit rates, the  effect of the Southern California economy and 
real estate values, and other general business risks.
  
  Financial Condition
  
  Total interest earning assets increased approximately $15,000,000  from 
December 31, 1995 to 1996.   The Company is focusing efforts on increasing 
its loan base with quality loans.  Interest earning  assets decreased 
approximately $11,300,000 from December 31, 1994 to 1995.  In 1996 deposits
  increased approximately $9,373,000.  The increase was invested primarily in
 loans and federal funds
  sold.
  
 The Company has been increasing its investment in securities from 1994 to 1996.
 Average balances  have increased $10,113,000 in 1995 and $1,864,000 in 1996. 
The reason for the increase is due to  an increase in deposits and relative 
soft loan demand. The Company believes securities are the best  available 
investment after its liquidity needs are met through cash and due from banks and
 federal  funds sold. Generally, mortgage backed securities are classified as 
held-to-maturity and U.S.  Treasury and Agency securities are classified as 
available-for-sale. The market values of securities  increased in 1995 due to
 a decline in interest rates late in the year.  In 1996 the market values of
  securities decreased slightly due to a small increase in short term 
interest rates during the year.
  
  Loans increased 5.56% in 1996 compared to a decrease of 0.02% in 1995. The 
supply of high quality  loans continues to be soft in the Southern California
 area.
  
  Bank premises and equipment, net of depreciation, decreased by $313,983 in 
1996 and increased  $139,898 in 1995. The Company purchased approximately 
$675,000 in equipment in 1995 and  $223,000 in 1996.  The level of capital 
expenditures in the future is not expected to be substantially  higher than
 1995 expenditures.
   
  In the fourth quarter of 1995, the Company entered into deferred compensation 
agreements with  certain officers and directors. These agreements provide a 
death benefit prior to retirement. The  Company also invested $3,500,000 in 
life insurance policies in conjunction with these agreements.  The Company 
does not anticipate any substantial purchases of life insurance in the future.
  
  Total deposits increased 5.0% in 1996 compared to a decrease of 0.7% in 1995.
 In 1995 the bank  had a deposit relationship with a company that administered 
pension funds. Deposits from the  company were approximately $14,000,000 as of 
December 31, 1995.  In the fourth quarter of 1996  the company was sold and the
 accounts were closed.  Without the loss of those deposits the increase
  in 1995 would have been greater.  Deposit differences between the years 
fluctuate due to balances  maintained by large depositors.
  
  Liquidity
  
  The Company maintains substantial liquid and other short-term assets to meet 
increases in loan  demands, deposit withdrawals and maturities.
  
  The loan-to-deposit ratio at December 31, 1996 was 60.0% compared to 59.6% at 
December 31,  1995. The ratio of liquid assets (cash and due from banks, 
interest bearing deposits at financial  institutions, federal funds sold, and
 investments with maturities of one year or less) to demand  deposits was 
30.8% at December 31, 1996 compared to 29.4% at December 31, 1995. The Company
  may borrow funds under securities sold with agreements to repurchase for 
securities that have not  been pledged. At December 31, 1996 unpledged 
securities totaled approximately $36,000,000. All  of the Company's 
installment loans require monthly payments, which provide a steady return of 
cash  funds. Liquidity needs can also be met through federal funds purchased 
from correspondent banks  and/or direct borrowings from the Federal Reserve 
Bank. The Company has established Federal  Funds borrowing lines with various
 banks up to $3,000,000. As of this date, the Company has never used these 
facilities.
<PAGE>
Liquidity (continued)
  
  The subsidiary bank has a significant base of core deposits and has not used 
brokered deposits. The  Bank also avoids using other wholesale, highly rate 
sensitive, short-term funds and believes their  deposits represent funding 
sources which are relatively stable with respect to liquidity. As of
  December 31, 1996, the Bank has deposit concentrations of $29,053,000 from 
five customers. The  Company continues to meet its loan demands from its 
deposit base and with cash flow from  operations. If loan demand were to 
substantially increase, the Company would be able to generate  cash flow from
 its federal funds sold, sale of marketable securities which are available for
 sale,  increasing deposits and borrowing on its established credit resources.
 Management believes the  Bank has sufficient liquidity to meet loan commitments
 and deposit withdrawals.
  
  Capital Management
  
  Capital management requires that sufficient capital be maintained for 
anticipated growth and to  provide depositors assurance that their funds are 
on deposit with a solvent institution.
  
  The subsidiary Bank has minimum regulatory capital requirements. The parent 
company and  subsidiary Bank have similar capital requirements. At 
December 31, 1996, minimum core capital is  required to be 4% of risk 
adjusted assets and minimum total capital is required to be 8%. The
  leverage ratio is required to be 4%. Core capital for the Bank under the 
regulations is defined as only  stockholders' equity and total capital is 
stockholders' equity plus the allowance for credit losses.  Leverage is the 
ratio of core capital to total average assets. At December 31, 1996 core capital
 of the  Bank was $18,568,000, total capital was $19,937,000. The ratio of core 
and total capital to risk  adjusted assets at December 31, 1996 was 12.4% and 
13.3%, respectively. The leverage ratio was  8.3% at December 31, 1996. At 
December 31, 1996, the Bank's capital ratios exceeded the "well  capitalized
" threshold prescribed in the rules of its principal federal regulator.
  
  Management believes that the Company and its subsidiary are properly and 
adequately capitalized,  as evidenced by these ratios and the strong liquidity 
position.
  
  Results of Operations
  
  Total interest income decreased 4.1% in 1996, and increased 19.2% in 1995. The
 average yield  decreased in 1996 by 0.69% and increased in 1995 by 1.00%. The 
decrease in interest income in  1996 was due primarily to decreased rates. The 
average rate decrease on loans in 1996 was 0.63%.  The yield on loans will 
change along with the movements in the prime rate as approximately 80% of
  the loan portfolio is based on variable rates. The total average balances of 
interest earning assets  increased approximately $6,300,000 in 1996. The average
 balance in loans decreased approximately  $5,000,000 in 1996 and average 
balances in investment securities increased approximately  $1,900,000.  
Interest income from investment securities increased in 1995 due to the increase
 in the  average balances of investment securities. Interest income from 
investment securities increased in  1996 due primarily to the increase in the
 average balances of investment securities. The average  balance in federal 
funds sold increased by $9,350,000 in 1996. Interest income on federal funds
 sold  increased by 35.6% in 1996 and 39.4% in 1995.  The increase in 1996 
was due to increased  balances and the 1995 increase was primarily due to 
increased rates.

  Total interest expense increased 12.0% in 1996 and 25.3% in 1995. The increase
 in 1995 was due  to a 0.40% increase in the average rate paid and average 
interest bearing liabilities increasing by  approximately $6,550,000 or 5.5%.
 The increase in 1996 was due to a .20% increase in the average  rate paid 
and average interest bearing liabilities increasing by approximately $4,800,000 
or 3.8%. 
  
  In 1996, 1995 and 1994 the credit loss provisions were $205,000, $320,000 and 
$298,000  respectively. Management believes that the allowance for credit losses
 is adequate to provide for  potential losses in the portfolio. The economic 
outlook for 1997 cannot be predicted and, accordingly,  future provisions for
 credit losses cannot be estimated at this time. See Note 1 in the Notes to
    Consolidated Financial Statements.
<PAGE>
Results of Operations (continued)
  
  Other income decreased $67,000 in 1996 compared to an increase of $169,000 in 
1995 . The  increase in 1995 was primarily due to increased gains on sale of 
loans. Other expenses decreased  approximately $640,000 in 1996.  This 
decrease was partially caused by a $153,000 decrease in  salary and benefit 
costs due to a decrease in staff between 1995 and 1996 as a result of a
  reorganizational study in the second half of 1994 that continued into 1995.  
Insurance expenses were  down in 1996 due to a decrease in the cost of FDIC 
insurance.  Other real estate owned expenses  are down in 1996 due to a 
decrease in the number of properties owned by the Bank.
  
  In 1995, the Company reduced its valuation allowance on net deferred tax 
assets by $483,000,  compared to a $165,000 reduction in 1996. These 
reductions also reduced income tax expense.  Income tax expense in 1994 
reflects effective tax rates on taxable earnings which approximates the
  federal and state statutory tax rates of 40%.  As of December 31, 1996, there 
is no valuation  allowance on deferred tax assets, therefore there is no 
expected reduction in tax expense in 1997.
  
  In 1995 the Company had approximately $165,000 recorded as a valuation 
allowance against net  deferred tax assets which could reduce future income 
tax expense if the net assets become  realizable. In 1996, management 
determined the valuation allowance was no longer necessary as the
  deferred tax assets are considered to be more likely than not to be realized. 
 Accordingly, income tax  expense is less than the amount computed at the 
federal statutory rate.  See footnote No. 8 to the  financial statements.  
The provisions in FASB Statement No. 109 and the effect of alternative
  minimum tax have the potential for producing, under certain conditions, 
significant distortions in future  income tax provisions and the effective 
tax rate.
  
  Net income in 1996 decreased approximately $323,000 over 1995 due primarily to
 a decrease in the  average rate on interest earning assets. 1995 net income 
increased approximately $1,700,000 over  1994 due primarily to an increase 
in the average rate paid on on interest earning assets and a  $483,000 
reduction in the tax expense.  While management is optimistic about the future, 
the effects  of current economic conditions on the collectability of loans 
cannot be predicted with absolute  certainty and its effects on future 
profitability cannot be determined.
  
  Off-Balance Sheet Analysis
  
  The contractual amounts associated with certain financial transactions are not
 recorded as assets  or liabilities on the balance sheet. Off-balance sheet 
treatment is generally considered appropriate  either where exchange of the 
underlying asset or liability has not occurred nor is assured, or where
  contractual amounts are used solely to determine cash flows to be exchanged.
  
  Off-balance sheet financial instruments consist of commitments to extend 
credit and standby letters  of credit. A majority of these commitments are 
with variable interest rates and therefore are not  derivative instruments. 
Additional information about off-balance sheet financial instruments is provided
  in Note 9 of Notes to Consolidated Financial Statements.
  
  Interest Rate Sensitivity
  
  The Company manages its balance sheet to minimize the impact of interest rate 
movements on its  earnings. The term "rate sensitive" refers to those assets and
 liabilities which are "sensitive" to  fluctuations in rates and yields. When 
interest rates move, earnings may be affected in many ways.  Interest rates 
in assets and liabilities may change at different times or by different amounts.
  Maintaining a proper balance between rate sensitive earning assets and rate 
sensitive liabilities is the    principal function of asset and liability 
management of a banking organization.
<PAGE>
Interest Rate Sensitivity (continued)
  
  The following table shows the repricing period for interest earning assets and
 interest bearing  liabilities and the related repricing gap in thousands:
<TABLE>
<CAPTION>

                                          Repricing period (000's omitted)
  
         Three months or  Over three months  One year through  Over Five Years
                    Less     through Twelve        Five Years
                                     months
<S>                  <C>                <C>              <C>              <C>
Interest earning assets
                125,369               5,132            40,212 (1)       16,457

Interest bearing liabilities
                114,413               5,065             1,057                -
  
     Repricing gap
                 10,956                  67            39,155           16,457
  
Cumulative repricing gap
                 10,956              11,023            50,178           66,635
  
Cumulative gap as a percent of earning assets
                   5.9%                 5.9%             26.8%           35.6%
</TABLE>
  
  (1)Collateralized mortgage obligations are allocated to the one year to five 
year maturities based on  the average expected lives.
  
  The Company has $28,899,000 in securities classified as available for sale and
 are recorded at  market value. The remaining securities of $11,111,000 are 
classified as held to maturity and recorded  at amortized cost. The held to 
maturity securities may be called or repaid without penalties. The value
  of these securities is subject to fluctuation based upon current long-term 
interest rates.
  
  The Company has approximately $123,313,000 of interest earning loans and 
federal funds sold and  approximately $103,111,000 of interest bearing demand
 and savings deposits which are able to  reprice overnight.
  
  Repricing gap equals total interest earning assets less total interest bearing
 liabilities available for  repricing during a given time interval.
  
  A positive repricing gap for a given period exists when total interest earning
 assets exceed total  interest bearing liabilities and a negative repricing gap 
exists when total interest bearing liabilities are  in excess of interest 
earning assets.
  
  Generally, a positive repricing gap will result in increased net interest 
income in a rising rate  environment and decreased net interest income in a 
falling rate environment. A negative repricing gap  tends to produce 
increased net interest income in a falling rate environment and decreased net
  interest income in a rising rate environment. The Company's repricing gap 
indicates that it is  positioned to benefit from a rising rate environment.
  
  Impact of Inflation and Changing Prices
  
  The financial statements and related data presented herein have been prepared 
in accordance with  generally accepted accounting principles, which require the 
measurement of financial position and  operating results in terms of historical 
dollars without considering changes in the relative purchasing    power of money
 over time due to inflations.
<PAGE>
Impact of Inflation and Changing Prices (continued)
  
  Unlike most industrial companies, virtually all of the assets and liabilities 
of a financial institution are  monetary in nature. As a result, interest rates 
have a more significant impact on a financial institution's  performance than 
the effects of general levels of inflation. Interest rates do not necessarily 
move in  the same direction or in the same magnitude as the price of goods and
 services. In the current  interest rate environment, the liquidity and the 
maturity structure of the Company's assets and  liabilities are critical to 
the maintenance of acceptable performance levels.
  
  Effect of FASB Statements
  
  The Financial Accounting Standards Board (FASB) has issued Statement No. 125, 
Accounting for  Transfers and Servicing of Financial Assets and Extinguishment 
of Liabilities, which becomes  effective for transactions occurring after 
December 31, 1996.  The Statement does not permit earlier  or retroactive 
application.  The Statement distinguishes transfers of financial assets that are
 sales  from transfers that are secured borrowings.  A transferred assets of 
financial assets in which the  transferor surrenders control over those assets
 is accounted for as a sale to the extent that  consideration other than 
beneficial interests in the transferred assets is received in exchange.  The
  Statement also establishes standards on the initial recognition and 
measurement of servicing assets  and other retained interests and servicing 
liabilities, and their subsequent measurement.  The  Statement requires that
 debtors reclassify financial assets pledged as collateral and that secured
  parties recognize those assets and their obligation to return them in 
certain circumstances in which  the secured party has taken control of those 
assets.  In addition, the Statement requires that a liability  be 
derecognized only if the debtor is relieved of its obligation through payment to
 the creditor or by  being legally released from being  the primary obligor 
under the liability either judicially or by the  creditor.
  
  In December 1996, FASB issued Statement No. 127 which amended Statement 
No. 125 by delaying  the effective date of the Statement No. 125 for one year
 for certain transactions.
  
  Management does not believe the application of the Statements to transactions 
of the Bank that have  been typical in the past will materially affect the 
Bank's financial position and results of operations.
  
  Stock Market Information
  
  On February 13, 1996 Orange National Bancorp shares of common stock commenced 
trading on the  National Association of Securities Dealers Automated Quotation 
(NASDAQ), under the symbol  OGNB. Active traders for the stock are Everen 
Securities, 620 Newport Center Drive, Suite 1300,  Newport Beach, California 
92660 and Smith Barney, 650 Town Center Drive, Suite 100, Costa Mesa,
  California 92626.
  
  The following table summarizes the approximate high and low bid prices for the
 Company's common  stock since the first quarter of 1994.
<TABLE>
<CAPTION>
                                      Bid Prices
<S>                     <C>     <C>   <C>    <C>   <C>    <C>
                          1996          1995         1994
Calendar Quarter       High    Low   High    Low  High   Low
1st  quarter          12.50  10.50  $5.95  $4.75  6.00  5.00
  
2nd quarter           15.00  11.75   7.15   5.45  6.00  5.00

3rd quarter           14.50  13.25   9.50   6.35  6.00  5.00

4th quarter           13.75  12.75  10.50   9.25  6.00  5.00
</TABLE>
  
  Market quotations prior to February 13, 1996 reflect inter-dealer prices,
 without retail markup,  markdown, or commission and may not necessarily 
represent actual transactions.
<PAGE>
History of Cash and Stock Dividends and Stock Splits
  
  The Company has a history of paying cash dividends to its stockholders. At 
December 31, 1996, the  Company had approximately 540 stockholders of record.
 The following table summarizes the cash  dividend history of the Bank:
<TABLE>
<CATION>
                           Dividends*  Total Amount of
                 Date      Per Share   Dividends Paid
                  <S>          <C>          <C>
                 1984        $ .09          $143,568
                 1985          .10          $166,320
                 1986          .12          $200,584
                 1987          .16          $250,730
                 1988          .13          $202,734
                 1989          .17          $267,329
                 1990          .18          $290,008
                 1991           -             -
                 1992          .30          $485,130
                 1993           -             -              
                 1994          .05          $ 91,956    
                 1995          .25          $473,947
                 1996          .37          $718,417        
</TABLE>
  
  Also, the Company declared a three-for-two stock split on October 15, 1985, a 
5% stock dividend on  November 16, 1988, a three-for-two stock split on November
 20, 1989, and a 5% stock dividend on  July 31, 1995. 
  
  The Company's ability to pay dividends is dependent upon the dividend payment 
it receives from its  Bank subsidiary. On February 19, 1997, the Company 
declared a $.22 cent per share dividend on its  common stock. Future 
dividend payments will depend upon future profitability, meeting regulatory
  requirements and the outlook of economic conditions.
  
  *For comparative purposes, dividends per share for all years are computed 
after the effects of stock  splits and stock dividends.
  
  Transfer Agent and Registrar
  
  CHASEMELLON Shareholder Services, California 90017.
  
  
  ITEM 8              FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
  The consolidated financial statements of the Company are set forth on pages 
F-2 to F-25 following.  The Auditors' Report thereon is set forth on Page F-1 
following.
  
  
  ITEM 9        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                        AND FINANCIAL DISCLOSURES
  
                   None
<PAGE>
PART III
                                
ITEM 10        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
                      For information concerning the directors and executive 
officers of the Bancorp, see  "Election of Directors" included in the 
Bancorp's definitive proxy statement ("Proxy  Statement"), which information 
is incorporated by reference.  The Proxy Statement  will be filed with the 
SEC within the time period specified by General Instruction G to Form 10-K.
  
  
  ITEM 11        EXECUTIVE COMPENSATION
  
                      For information concerning management remuneration, see 
"Executive   Compensation"  included in the Proxy Statement, which information 
is incorporated   herein by reference.
  
  
  ITEM 12        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT
  
                      For information concerning security ownership of 
beneficial owners and   management, see "Stock Ownership of Certain Beneficial 
Owners and Management" included in the Proxy Statement, which information is 
incorporated herein by  reference.
  
  
  ITEM 13        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
                      For information concerning related party transactions, see
 "Certain Transactions"  included in the Proxy Statement, which information is 
incorporated herein by   reference.

<PAGE>
                          PART IV
                                
  ITEM 14        EXHIBITS, FINANCIAL STATEMENT SCHEDULES , AND REPORTS ON FORM
  8-K
  
                      The following financial statements of the Bancorp and 
subsidiaries are included in  this Form 10-K.   Page number references follow:
  
  
  ORANGE NATIONAL BANCORP AND SUBSIDIARIES
  
    Independent auditor's report                                        F-1
  
    Consolidated balance sheets December 31, 1996 and 1995              F-2
  
    Consolidated statements of income for the three years ended 
December 31, 1996                                                       F-3
  
    Consolidated statement of stockholders' equity                      F-4
                 for the three years ended December 31, 1996            
  
    Consolidated statement of cash flows 
                 for the three years ended December 31, 1996            F-5
  
    Notes to consolidated financial statements                  F-6 to F-25
  
  
  Schedules
  
                 All schedules are omitted as the information is not required ,
 is not material, or is otherwise furnished.
  
  
  Exhibits
  
                 See Index to exhibits at Page 32 of this Form 10-K
  
  
  Reports on Form 8-K
  
                 No reports on Form 8-K were filed by the Bancorp during the 
last quarter for the year ended   December 31, 1996.
<PAGE>
Signatures
  
                 Pursuant to the requirements of Section 13 or 25(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this report 
to be signed on its behalf by the undersigned,   thereunto duly authorized.
  
  
                                ORANGE NATIONAL BANCORP
     
     
     
     
                      By:           KENNETH J. COSGROVE
                                    Kenneth J. Cosgrove
                                Chief Executive Officer
     
                      Date:                     3/25/97
     
     
     
     
     
                      By:ROBERT W. CREIGHTON
                         Robert W. Creighton, Secretary
                               Chief  Financial Officer
     
                      Date 3/25/97
     
     
     Signed by a majority of the Board of Directors:
     
     
     
     
     3/27/97                         MICHAEL W. ABDALLA
     Date                            Michael W. Abdalla
     
     
     
     
     3/27/97                            FRED L. BARRERA
     Date                               Fred L. Barrera
     
     
     
     
     
     Date                       Michael J. Christianson
     
     
     
     
     3/25/97                        KENNETH J. COSGROVE
     Date                           Kenneth J. Cosgrove
     
     
     
     
     3/25/97                        ROBERT W. CREIGHTON
     Date                           Robert W. Creighton
     
<PAGE>     
     Signatures (continued)
     
     
     
     
     
     3/27/97                             ARMAND DURANTE
     Date                                Armand Durante
     
     
     
     
     
     Date                             William S. Frantz
     
     
     
     
     
     Date                            Charles R. Foulger
     
     
     
     
     3/26/97                            GERALD R. HOLTE
     Date                               Gerald R. Holte
     
     
     
     
     3/26/97                           JAMES E. MAHONEY
     Date                              James E. Mahoney
     
     
     
     
     
     Date                               Wayne F. Miller
     
     
     
     
     
     Date                               Harlan A. Smith
     
     
     
     
     
     Date                                San E. Vaccaro
     <PAGE>
                  INDEX TO EXHIBITS
                              
     
     Exhibit No.                               Page No.
     
     
     3.1         Registrant's Articles of Incorporation (1)N/A
     
     3.2         Bylaws of the Bancorp (2)          N/A
     
     10.1        The material contracts of Registrant's
                                subsidiary, Orange National Bank, were each
                                filed as exhibits 10, 10.1, 10.3, 10.4, and 10.5
                                of the Registrant's Registration Statement on
                                Form   S-4, File No. 33-8743, and are hereby
                                incorporated by reference.N/A
     
     
     23.1        Consent of Independent Accountants  33
     
     
     
     (1)         The Articles of Incorporation of Orange National  Bancorp were 
filed as exhibit 3 of the Registrant's Registration Statement on Form  S-4, File
 No. 33-8743, and are   hereby incorporated by reference.
     
     (2)         Filed as exhibit 3.1 to the Registrant's Registration Statement
 on Form S-1, File No.   33-13162, which exhibits are incorporated herein by 
reference.
     
     (3)         Filed as exhibit 2 to the Registrant's Registration Statement 
on Form S-4, File No.   33-8743, and are hereby incorporated by reference.
<PAGE>
                     EXHIBIT 23.1
                              
     
            CONSENT OF INDEPENDENT ACCOUNTANTS
                              
     
     
     To The Board of Directors
     Orange National Bancorp
     Orange, California
     
     
     We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8, dated   August 20, 1993, of Orange National Bancorp of
 our report dated January 17, 1997,  appearing in  item 8 in this Annual 
Report on Form 10-K.
     
     
     
     
     
     
     
     
     
     McGLADREY & PULLEN, LLP
     
     
     Anaheim, California
     March 27, 1997