SUNRISE BANCORP
10-Q, 1996-08-05
STATE COMMERCIAL BANKS
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                    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 Period Ended:  June 30, 1996

                           SUNRISE BANCORP 
          (Exact name of registrant as specified in its charter)

              California                              94-2819328 
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification No.)

        5 Sierragate Plaza, Roseville, CA                  95678  
     (Address of principal executive offices)            (Zip code)

                              (926) 783-2800
          (Registrant's telephone number, including area code)

                              Not Applicable   
           (Former name, former address and former fiscal year,
                       if changed since last report)

       Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Sections 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.

                         YES    x              No          

Number of shares of Common Stock issued and outstanding as of 
July 29, 1996:  4,263,298

<PAGE>


                             SUNRISE BANCORP
                                    
                      QUARTERLY REPORT ON FORM 10-Q
                                    
                                  INDEX
                                    


                                                           Page No. 
 
PART I  FINANCIAL INFORMATION

Item 1  Financial Statements:
        Consolidated Condensed Statements of Condition
        June 30, 1996, and December 31, 1995                  3

        Consolidated Condensed Statements of Operations
        for the three and six months ended June 30, 1996
        and 1995                                              4

        Consolidated Condensed Statements of Cash Flows for 
        the six months ended June 30, 1996 and 1995           5

        Notes to Consolidated Condensed Financial Statements  6

Item 2  Management's Discussion and Analysis of   
        Financial Condition and Results of Operations         7

PART II OTHER INFORMATION

Item 6  Exhibits and Reports on Form 8-K                     15

SIGNATURES                                                   16
<PAGE>
<TABLE>
                      ITEM 1 FINANCIAL STATEMENTS

                     SUNRISE BANCORP AND SUBSIDIARY
                          
              Consolidated Condensed Statements of Condition
                    June 30, 1996 and December 31, 1995

<CAPTION>
(dollar amounts in thousands except per share data)       June 30,          December 31
                                                            1996               1995
Assets                                                  (Unaudited)
                                                        ------------        ----------
<S>                                                         <C>               <C>

Cash and due from banks                                       $3,395            $3,726
Federal funds sold and repurchase agreements                  24,500            29,000
Investment securities held to maturity                        19,049            20,273
(market value $18,111 at June 30, 1996 and $19,944 
  at December 31, 1995)

Loans                                                         64,272            66,765
Less allowance for loan losses                                 1,802             2,505
                                                              ------            ------
    Net loans                                                 62,470            64,260
                                                              ------            ------
Premises and equipment                                           668               873
Other real estate owned                                        1,230               692
Other assets                                                   2,228             2,160
                                                             -------           -------
                                                            $113,540          $120,984
                                                             =======          =======
Liabilities and Shareholders' Equity

Deposit liabilities:
  Noninterest bearing                                        $13,573           $13,808
  Interest bearing                                            83,009            90,075
                                                             -------           -------
    Total deposit liabilities                                 96,582           103,883

Borrowings                                                        -                 -
Other liabilities                                                389               612
                                                             -------           -------
    Total liabilities                                         96,971           104,495

Shareholders' equity:
  Preferred stock, no par value. Authorized
    20,000,000 shares; none issued                                -                 -
  Common stock, no par value. Authorized
    20,000,000 shares; issued 4,263,298 shares
    in 1996  and 1995                                         18,327            18,327
  Retained earnings                                           (1,758)           (1,838)
                                                              ------            ------

    Total shareholders' equity                                16,569            16,489
                                                            --------          --------
                                                            $113,540          $120,984
                                                            ========          ========



<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>
<TABLE>
                      SUNRISE BANCORP AND SUBSIDIARY
                          
               Consolidated Condensed Statements of Operations
            For the three and six months ended June 30, 1996 and 1995
                                (unaudited)
<CAPTION>
(dollar amounts in thousands,              Three months            Six months 
   except per share data)                  ended June 30          ended June 30
                                          1996       1995        1996       1995
                                          ----       ----        ----       ----
<S>                                     <C>        <C>         <C>        <C>

Interest income:
  Interest on loans                     $1,562     $1,850      $3,152     $3,768
  Interest on investment securities        267        713         542      1,450
  Interest on federal funds sold and repos 312         96         722        120

                                         -----      -----       -----      -----
    Total interest income                2,141      2,659       4,416      5,338
                                         -----      -----       -----      -----
Interest expense:
  Interest on deposit liabilities          798        891       1,655      1,653
  Interest on other borrowings               -          1                    118
                                         -----      -----       -----      -----
    Total interest expense                 798        892       1,655      1,771
                                         -----      -----       -----      ----- 
    Net interest income                  1,343      1,767       2,761      3,567
Provision for loan losses                    -          -           -          -
                                         -----      -----       -----      -----
    Net interest income after provision
     for loan losses                     1,343      1,767       2,761      3,567
                                         -----      -----       -----      -----
Other income:
  Service charges and fees                  76        113         162        209
  Loan sales                                 -          -           -          -
  Other                                    338          5         414          2
                                         -----      -----       -----      ----- 
    Total other income                     414        118         576        211
                                         -----      -----       -----      -----
Other expenses:
  Salaries and employee benefits           680        758       1,347      1,523
  Occupancy                                280        331         543        606
  Furniture and equipment                  107        147         211        299
  Other                                    639        693       1,099      1,303
                                         -----      -----       -----      -----
    Total other expenses                 1,706      1,929       3,200      3,731
                                         -----      -----       -----      ----- 
Net income (loss) before provision for      51        (44)        137         47
Provision (benefit) for income taxes        12         (3)         57         35
                                         -----      -----       -----      -----

Net income (loss)                          $39       ($41)        $80        $12
                                         =====      =====       =====      =====

Net income (loss) per share              $0.01     ($0.01)      $0.02      $0.00
                                         =====      =====       =====      =====



<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
 
<PAGE>
<TABLE>
                            SUNRISE BANCORP AND SUBSIDIARY

                       Consolidated Condensed Statements of Cash Flows
                       For the six months ended June 30, 1996 and 1995
                                       (unaudited)
<CAPTION>
   (dollar amounts in thousands)                                        Six months
                                                                       ended June 30,
                                                                      1996         1995
                                                                      ----         ----
   <S>                                                             <C>          <C>

   Operating activities:
      Net Income                                                       $80          $12
      Adjustments to reconcile net income to net cash
         provided (used) by operating activities:
            Accretion of deferred loan fees and costs                   (1)         (93)
            Provision for loan and other real estate owned losses        -          150
            Depreciation and amortization                              238          380
            Net change in other assets                                 (68)       1,627
            Net change in other liabilities                           (223)        (725)
                                                                      -----       -----
            Net cash provided  by operating activities                  26        1,351
                                                                      -----       -----

   Investing activities:
      Purchases of investment securities                                 -            -
      Maturities and repayments of investment securities             1,192        6,175
      Net (increase) decrease in loans                                 363        5,115
      Net sales of other real estate owned                             889        1,744
      Net purchases of premises and equipment                            -            -
                                                                     -----       ------
         Net cash provided by investing activities                   2,444       13,034
                                                                     -----       ------

   Financing activities:
      Increase (decrease) in deposit liabilities                    (7,301)      14,133
      Decrease in other borrowing                                        -      (10,548)
                                                                    ------      ------- 
         Net cash provided (used)  by financing activities          (7,301)       3,585
                                                                    ------      -------

   (Decrease) increase in cash and cash equivalents                 (4,831)      17,970
   Cash and cash equivalents at beginning of period                 32,726        6,367
                                                                   -------      -------
   Cash and cash equivalents at end of period                      $27,895      $24,337
                                                                   =======      =======

   Supplemental disclosures of cash flow information:
      Cash paid during the period for:
         Interest                                                   $1,685       $1,790
                                                                    ======      =======
         Income taxes paid (refunded)                                   $2      ($1,373)
                                                                    ======      =======

   Supplemental schedule of noncash investing and financing activities:
      Other real estate owned acquired through foreclosure on assets
         securing loans                                             $1,427         $456
                                                                    ======       ======


<FN>
   See accompanying notes to consolidated condensed financial statements.
</FN>
</TABLE>

<PAGE>                                     


1)  Financial Statement Presentation
    --------------------------------
    The accompanying unaudited consolidated condensed financial statements 
    have been prepared in accordance with generally accepted accounting 
    principles for interim financial information and with the instructions 
    to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not
    include all of the information and footnotes required by generally 
    accepted accounting principles for complete financial statements.  In the 
    opinion of management, all adjustments (consisting of norman recurring 
    adjustments) considered necessary for a fair presentation have been 
    included. Operating results for the six months ended June 30, 1996, are 
    not necessarily indicative of the results that may be expected for the 
    year ended December 31, 1996.

    The consolidated condensed financial statements include the accounts of 
    Sunrise Bancorp (the "Company") and its wholly-owned subsidiary, Sunrise 
    Bank of California (the "Bank"), with all material intercompany accounts 
    and transactions eliminated.  For further information refer to the
    financial statements and notes thereto included in the Company's annual 
    report on Form 10-K for the year ended December 31, 1995.

2)  Contingent Liabilities
    ----------------------
    The Company and its subsidiary are at times subject to threatened or filed
    legal actions with regard to matters arising out of the conduct of their 
    businesses.  It is the opinion of management, after consulting with legal 
    counsel, that the resulting liability, if any, as a result of these legal
    actions are not currently anticipated to materially affect the consolidated 
    financial condition of the Company.
    
3)  Merger Agreement
    ----------------
    On June 24, 1996, the Company agreed to merge with a subsidiary of First 
    Banks America, Inc., subject to approval of the Company's shareholders and 
    regulatory approval.

4)  Subsequent Event
    ----------------
    On July 25, 1996, as a result of an examination of the Company conducted by 
    the Federal Reserve Bank ("FRB") as of December 31, 1995, the FRB termin-
    ated the memorandum of Understanding between the FRB and the Company 
    which had been in effect since 1993.

<PAGE>

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

The following information concerns the consolidated financial condition and 
results of operations of the Company and relates primarily to the Bank.  
This information should be read in conjunction with the Consolidated 
Financial Statements and the 1995 Annual Report on Form 10-K.


Liquidity 

The objective of liquidity management is to maintain sufficient cash flow 
to satisfy both changes in loan demand and deposit fluctuations while 
maximizing the yield available from the instruments being used.  Liquidity 
is managed from both sides of the balance sheet. Liquid assets consist of 
cash and due from banks, federal funds sold, securities purchased under 
repurchase agreements and investment securities that can be used as collateral
for other borrowings.  On the liability side of the balance sheet, liquidity 
is provided by core deposits, lines of credit, and other borrowings.

Cash and cash equivalents equaled $27,895,000, at June 30, 1996, and 
$32,726,000 at December 31, 1995, and investment securities equaled 
$19,049,000 and $20,273,000, respectively.  The decrease in cash and cash 
equivalents was due to the funding of maturing certificates of deposits, and 
other deposit relationships.

As an additional source of liquidity, the Bank is eligible to borrow funds 
on an overnight basis from the Federal Reserve Bank of San Francisco and 
several broker/dealers.  The maximum available advance is dependent upon the 
amount of the Bank's investment securities and loans pledged to collateralize 
such borrowings.  At June 30, 1996, the Bank had no borrowings against these 
lines of credit.


Interest Rate Sensitivity

Interest rate sensitivity is a measure of the relationship between a change 
in market interest rates and a resultant change in net interest income due to 
the repricing and/or maturity characteristics of the assets and liabilities of 
the Company.  As a result of industry deregulation, the Bank can vary the rates 
and, to a limited degree, the terms of the deposits it offers in order to 
acquire the funds necessary for lending and other operations.  The rates the 
Bank pays on these deposits vary, but generally are set at a slight premium 
over the rates paid by large commercial banks.  While the Bank cannot match 
each of its assets with specific funding sources, it does monitor the aggregate 
maturities and interest rate sensitivities of all its investments, loans and 
deposits within specified time frames.

Management attempts to adjust the interest rates paid on various rate-sensitive 
deposits in order to regulate the volume of such deposits in maturity ranges 
that correspond to the Bank's needs and interest rate expectations.  In 
developing strategies to minimize interest rate risk and maximize the net 
interest margin, management considers such external factors as current and 
projected economic conditions.

The following table illustrates the cumulative repricing/maturity intervals of 
all interest earning assets and interest bearing liabilities over several time 
frames and the cumulative gap at June 30, 1996. The table does not include 
noninterest-bearing accounts as they involve no explicit payment of interest.  
The table does not necessarily indicate the impact of general interest rate 
movement on net interest income since the repricing of various categories of 
assets and liabilities is subject to competitive pressures.  Interest earning 
assets include variable rate instruments which are presented in time frames 
<PAGE>
that correspond to the earlier of initial repricing dates or scheduled 
principal amortization maturity dates, and fixed rate instruments which are 
presented in time frames that correspond to scheduled principal amortization 
or maturity dates. All interest bearing liabilities, other than time deposits, 
have variable rates of interest that are repriceable immediately. Time deposits
are presented in timeframes that correspond to scheduled maturity dates.
<TABLE>
<CAPTION>
(dollar amounts in thousands)
                                                 3 months  3 - 12    1 - 5    After
June 30, 1996                         One day     or less  months    years  5 years    Totals
    <S>                                  <C>       <C>    <C>      <C>       <C>       <C>
                                                            
Interest earning assets:                          
  Loans                                 $ 37,386   10,854   4,338  10,785    1,081     64,444 
  Investment securities                               450   1,350  17,249        0     19,049 
  Federal funds sold and                       0                                 0  
      repurchase agreements                5,500   19,000       0       0        0     24,500 
                                          ------   ------   -----  ------    -----    ------- 
    Total interest earning assets        $42,886   30,304   5,688  28,034    1,081    107,993
                                          ======   ======   =====  ======    =====    =======

Interest bearing liabilities:
  Savings accounts                      $    955        0       0       0        0        955 
  Interest checking accounts              32,347        0       0       0        0     32,347 
  Money market deposit accounts           19,787        0       0       0        0     19,787 
  Time deposits of $100,000 or more            0    4,109   4,916     587        0      9,612 
  Other time deposits                          0    7,509  11,017   1,782        0     20,308

  Other borrowings                             0        0       0       0        0          0
                                          ------    -----  ------   -----    -----     ------
                                   
    Total interest bearing liabilities $  53,089   11,618  15,933   2,369        0     83,009 
                                          ======   ======  ======  ======    =====     ======
    Current gap                          (10,203)  18,686 (10,245) 25,665    1,081     24,984 
                                          ======   ======  ======  ======    ======     ======
    Cumulative gap                     $ (10,203)   8,483 ( 1,762) 23,903    24,984    24,984
                                          ======   ======  ======  ======    ======     ======
</TABLE>

The Federal Reserve Board and the FDIC established final risk-based and 
leverage capital guidelines for bank holding companies and banks.  These 
guidelines created a framework wherein balance sheet assets and certain 
off-balance sheet commitments are weighted by risk and compared to capital.  
Capital is assigned to tiers with common equity included in Tier 1 capital 
and a portion of the allowance for credit losses included in Tier 2 capital 
or total capital.  On June 30, 1996, the minimum required ratio for 
qualifying total capital was 8.0%, of which 4.0% must be Tier 1 capital.  
Additionally, a 3% minimum leverage ratio of Tier 1 capital to average total 
assets for the most recent quarter must be maintained. Banking organizations 
anticipating significant asset growth or which are not highly rated by their 
primary federal regulators are expected to maintain leverage ratios 1% to 2% 
in excess of the minimum.  Capital ratios for both the Company and the Bank 
at June 30, 1996, exceeded the current regulatory requirements. 
<PAGE>
The following table illustrates various capital ratios of the Bank and the 
Company (on a consolidated basis) as of June 30, 1996 and December 31, 1995:


                              As of June 30, 1996   As of December 31, 1995
 
                                     Bank     Company       Bank    Company
                                     ----     -------      -----    -------

Leverage ratio                     12.77%      13.74%      10.98%     11.75% 

Tier 1 Capital to risk-weighted    
assets                             19.21%      20.70%      15.69%     17.05% 

Total Capital to risk-weighted 
assets                             20.46%      21.95%      16.95%     18.31% 

On April 15, 1996, the Company reported on a Current Report on Form 8-K 
(dated April 8, 1996)that the Company and ValliCorp Holdings, Inc. 
("ValliCorp") jointly announced that they had signed a nonbinding letter 
of intent calling for the Company to merge into ValliCorp.  On May 15, 1996, 
ValliCorp and the Company jointly announced that they were terminating 
further discussion concerning a possible merger.  Pursuant to the letter of 
intent Vallicorp's deposit of $250,000 paid to the Company has been forfeited 
and is included in the Company's other income.

On July 3, 1996, the Company reported on a Current Report on Form 8-K (dated 
June 24, 1996) that the Company and First Banks America, Inc. ("FBA"), entered 
into an Agreement and Plan of Merger pursuant to which the Company will merge 
with a wholly-owned subsidiary or other corporate affiliate of FBA, subject to 
approval of the Company's shareholders and regulatory approval.  Smith and 
Crowley Inc., the Company's investment banking firm, have rendered their 
opinion that the consideration to be received in the merger, of $4.00 per 
share, is fair from a financial point of view.  The Board of Directors 
believes the merger is in the best interest of the shareholders. 

Regulatory Matters

On July 25, 1996, as a result of an examination of the Company conducted by 
the Federal Reserve Bank ("FRB") as of December 31, 1995, the FRB terminated 
the Memorandum of Understanding between the FRB and the Company which had 
been in effect since 1993.

Results of Operations

The Company recorded consolidated net income of $39,000 ($.01 per share) for 
the three months ended June 30, 1996, compared to a net loss of $41,000 ($.01 
per share) for the three months ended June 30, 1995.  

The Company recorded consolidated net income of $80,000 ($.02 per share) for 
the six months ended June 30, 1996, compared to net income of $12,000 ($.00 
per share) for the six months ended June 30, 1995.
<PAGE>

The following table illustrates the net income of the Company and the Bank on 
a stand-alone basis for the three months and six months ended June 30, 1996 
and 1995: 

                               Three months           Six months
                               ended June 30,        ended June 30, 

(dollar amounts in thousands)
                               1996      1995       1996        1995
                               ----      ----       ----        ----
Company                        $ 98     $(45)      $  78       $ (39)

Bank                            (59)       4           2          51
                                ---      ---         ---         --- 
Consolidated net income (loss) $ 39     $(41)      $  80        $ 12 
                               ====     =====      =====        ====

The increased net income for the three and six months ended June 30, 1996, 
over the same period in 1995 was primarily due to increased non-recurring 
other income, and decreased other expenses, which more than offset the 
decrease in net interest income.

Net Interest Income

Net interest income, the difference between interest earned on loans and 
other investments and interest paid on deposits and other borrowings, is 
the most significant component of the Company's revenues.  The Company's 
net interest income before provision for loan losses was $2,761,000 in the 
six months ended June 30, 1996, compared to $3,567,000 for the six months 
ended June 30, 1995, which is a $806,000 (or 23%) decrease.  The decrease in 
net interest income was the result of a decrease in average earning assets 
(see table on next page) of the Company of $18,931,000, or 14%, and a 
decrease in the net interest margin from 5.45% to 4.94%.  

<PAGE>
<TABLE>
<CAPTION>
The following table sets forth average assets, major deposit categories, other liabilities and 
income earned and interest expense paid; average rates earned and expensed and the
net interest
six months ended June 30, 1996 and 1995:


                                                  1996                            1995
                                     ---------------------------    ---------------------------
                                     Average             Average    Average             Average
(dollar amounts in thousands)        Balance    Interest  Yield     Balance    Interest 
Yield
                                     -------    -------- -------    -------    -------- -------
<S>                                 <C>         <C>        <C>    <C>          <C>        <C>

Assets:
  Interest earning assets:
    Loans (1)                        $66,445    $3,152     9.59%    $78,618    $3,768     9.67%
    Investment securities             19,775       542     5.54%     49,220     1,450     5.94%
    Federal funds sold and securities
        purchased under agreements to
          resell                      26,761       722     5.46%      4,074       120     5.94%
    Interest bearing deposits              0         0     0.00%          0         0     0.00%
                                     -------    ------              -------    ------
      Total interest earning assets  112,981    $4,416     7.90%    131,912    $5,338     8.16%
                                                ------                         ------
  Allowance for loan losses           (2,387)                        (4,004)
  Cash and due from banks              4,057                          6,788
  Premises and equipment and other
     assets                            3,852                          6,802
                                    --------                       --------
                                    $118,503                       $141,498
                                    ========                       ========
Liabilities and Shareholders' Equity:
  Interest bearing liabilities:
    Savings accounts                  $1,059       $13     2.48%     $1,007       $13     2.60%
    Interest checking accounts        33,675       459     2.76%     35,252       478     2.73%
    Money market deposit accounts     22,944       347     3.06%     28,338       429     3.05%
    Time deposits                     30,232       836     5.59%     26,580       733     5.56%
    Other borrowings                       0         0     0.00%      4,344       118     5.48%
                                      ------     -----               ------     -----
      Total interest bearing 
        liabilities                   87,910     1,655     3.81%     95,521     1,771     3.74%
                                                 -----                          -----
  Demand deposits                     13,576                         27,311
  Other liabilities                      497                            686
                                    --------                       --------
      Total liabilities              101,983                        123,518
 Shareholders' equity                 16,520                         17,980
                                    --------                       --------
                                    $118,503                       $141,498
                                    ========                       ========

Net interest income and margin (2)              $2,761     4.94%               $3,567     5.45%
                                                ======                         ======



<FN>
(1) Average loans include nonaccrual loans.

(2) Net interest margin is computed by dividing net interest income by total
      average interest earning assets and is annualized.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The following table shows the approximate effect on net interest income of volume 
and rate changes for the six months ended June 30, 1996 and 1995.  Changes which 
are the combined result of volume and rate changes are allocated in proportion to 
the volume and rate changes.

          

(dollar amounts in thousands)                          1996 vs. 1995
                                              -------------------------------
                                               Volume        Rate       Total
                                               ------        ----       -----
<S>                                            <C>          <C>        <C>

Increase (decrease) in interest income:
  Loans                                        ($587)       ($29)      ($616)
  Investment securities                         (816)        (92)       (908)
  Federal funds sold                             613         (11)        602
  Interest bearing deposits                        0           0           0
                                                -----       -----       -----
                                                (790)       (132)       (922)
                                                -----       -----       -----
                                                                        
Increase (decrease) in interest expense:
  Savings accounts                                 1          (1)          0
  Interest checking accounts                     (23)          4         (19)
  Money market deposit accounts                  (83)          1         (82)
  Time deposits                                   99           4         103
  Other borrowings                               (59)        (59)       (118)
                                                 ----        ----       -----
                                                 (65)        (51)       (116)
                                                 ----        ----       -----
    Change in net interest income              ($725)       ($81)      ($806)
                                               ======       =====      ======
</TABLE>
<PAGE>                                                                       
                                                                       
Provision for Loan Losses and Asset Quality

At June 30, 1996, the allowance for loan losses was $1,802,000 or 2.80% of 
outstanding loans.  Due to the decrease in total loans and nonaccrual loans, 
no provision was added to the allowance for loan losses for the six months 
ended June 30, 1996 or June 30, 1995.

The following unaudited table sets forth certain information concerning 
nonaccrual, past due and other real estate owned:
                                                                

(dollar amounts in thousands, except percentages)

                                    June 30,    December 31,    June 30,
                                      1996         1995           1995   
                                    --------    ------------    --------

Nonaccrual loans                     $1,982        $3,228        $5,665
Accruing loans past due 90 
  days or more                          285            89             2
Other real estate owned               1,403           692         1,314
                                     ------        ------        ------
Total nonperforming assets           $3,670        $4,009        $6,981
                                     ======        ======        ======
Percentage of average assets          3.10%         2.98%         4.93%
                                     ======        ======        ======
 
As of June 30, 1996, nonaccrual loans are comprised of loans to 13 borrowers.  
Two of the nonaccrual loans totaling $630,900, or 32% of total nonaccrual 
loans, are real estate secured.  Five of the nonaccrual loans totaling 
$1,110,300, or 56% of total nonaccrual loans, consist of commercial loans, 
secured by real estate or other commercial assets.  The remaining six loans 
were comprised of five consumer loans totaling $63,900 and one mortgage loan
totaling of $176,600.

Accruing loans 90 days or more past due as of June 30, 1996 consists of two 
real estate secured loan.  One totaling $66,000 which was paid in full on 
July 2, 1996 and the other loan secured by real estate, totaling $219,000, 
received a $145,000 payment in July and  is expected to be paid in full in 
August 1996.

The California economy and the Sacramento region, appear to be coming out of 
a recession and the Bank's loan portfolio, which includes approximately 
$33 million in real estate loans representing approximately 51% of the 
portfolio, could be adversely affected if California economic conditions and 
the real estate market in the Bank's market area weaken.  The effect of such 
events, although uncertain at this time, could result in an increase in the 
level of nonperforming loans and the level of the allowance for loan losses 
which could adversely affect the Company's and the Bank's future growth and
profitability.

At June 30, 1996, the Company's recorded investment in loans for which an 
impairment has been recognized totaled $2,988,600.  Included in this amount 
were $25,000 of impaired loans for which an allowance of $25,000 is included 
in the allowance for loan losses, as well as $2,963,600 of impaired loans that 
as a result of write downs on the fair value of collateral, did not have an 
allowance.  The average recorded investment in impaired loans was $4,247,600 
for the six months ended June 30, 1996.  Except for impaired loans on non-
accrual,  interest may be recognized on impaired loans when cash is received 
and the future collection of principal is considered by management to be
probable.  The amount so recognized was immaterial to operations during the 
first six months of 1996.

Other real estate owned consists of one medical building, one commercial 
office condominium, and one undeveloped parcel of land.
<PAGE>

Other Income

Other income for the three months ended June 30, 1996 increased $296,000 
(250%), and $365,000 (173%) for the six months ended June 30, 1996, as 
compared to the same periods in 1995.  This increase is due primarily to 
non-recurring income of $250,000 from a deposit forfeited by ValliCorp 
and a $70,000 deposit forfeited from a contract to purchase other real 
estate owned, which was not fulfilled and $91,000 in gains recognized on 
the sale of other real estate owned. Other income also includes service 
charges on deposit accounts, and other customer service fees. The decrease 
in service charges in 1996 resulted from the decreased number of demand 
deposit accounts. 

Other Expenses

Salaries and employee benefit expense decreased $78,000 (10%) for the three 
months ended June 30, 1996, and $176,000 (12%) for the six months ended 
June 30, 1996, as compared to the same periods in 1995.  This decrease in 
employee expense is principally due to the decrease in the number of 
employees and related decreases in benefit costs.

Occupancy expense and equipment expense decreased $91,000 (19%) for the 
three months ended June 30, 1996 and $151,000 (17%) for the six months ended 
June 30, 1996, as compared to the same periods in 1995.  These decreases are
due primarily to decreased  rental and depreciation expense resulting from 
the Company's decision to sublease a portion of its administrative offices.

Other expenses decreased $54,000 (8%) and $204,000 (16%) for the three and 
six months ended June 30, 1996 as compared to the same periods in 1995.  The 
components of other expenses are provided in the table below for the three
and six months ended June 30, 1996 and 1995:


(dollar amounts in thousands) 

                                 Three months        Six months
                                     ended              ended
                                    June 30,           June 30,

                                 1996    1995       1996     1995
                                 ----    ----       ----     ----

Stationery and supplies           $38    $24        $ 79      $54

Communications                     65     65         130      121

Professional fees                 216    105         345      181

Deposit insurance assessments      48     81          98      175

Outside service fees              101    193         185      345

Loan collection and OREO expense   51    116          72      223

Other                             120    109         190      204
                                 ----   ----      ------   ------
                                 $639   $693      $1,099   $1,303
                                 ====   ====      ======   ======

The principal reasons for the decrease in other expenses between 1996 and 
1995 relates to decreased deposit insurance assessment, decreased other 
outside service fees and decreased OREO expense related to a $75,000
reserve valuation allowance taken in both the first and second quarter of 
1995.  Professional fees increased in both the first and second quarter of 
1996 over 1995 due to increased legal expenses. 

<PAGE>

PART II  OTHER INFORMATION

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

(a) Exhibits

    Exhibit No. 2  Agreement and Plan of Merger between Sunrise Bancorp and 
                   First Banks America, Inc., dated June 24, 1996, filed as 
                   exhibit 99.2 to the Registrant's Current Report on Form 
                   8-K dated June 24, 1996, is hereby incorporated by 
                   reference.

(b)  Reports on Form 8-K

A Current Report on Form 8-K dated April 8, 1996, was filed on April 15, 
1996, reporting under Item 5 - Other Events the signing of a nonbinding 
letter of intent between  for the Company and ValliCorp.

A Current Report on Form 8-K dated June 24, 1996, was filed on July 3, 1996, 
reporting under Item 5 - Other Events the signing of an Agreement and Plan of 
Merger between the Company and First Banks America, Inc.
<PAGE>

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


                                      SUNRISE BANCORP




Date:  August 2, 1996     By:SARAH THOMPSON
                             ---------------------------------------------
                             Sarah Thompson
                             Senior Vice President and Chief Financial 
                             Officer 
                             (Signing on behalf of the registrant and as 
                              principal financial officer and chief 
                              accounting officer).



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

                                      SUNRISE BANCORP





Date:  August 2, 1996  By:   /S/ SARAH THOMPSON   
                             Sarah Thompson
                             Senior Vice President and Chief Financial 
                             Officer
                             (Signing on behalf of the registrant and as
                              principal financial officer and chief 
                              accounting officer).

  


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                            3395
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 24500
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                           19049
<INVESTMENTS-MARKET>                             18111
<LOANS>                                          64272
<ALLOWANCE>                                       1802
<TOTAL-ASSETS>                                  113540
<DEPOSITS>                                       96582
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                389
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         18327
<OTHER-SE>                                      (1758)
<TOTAL-LIABILITIES-AND-EQUITY>                  113540
<INTEREST-LOAN>                                   3152
<INTEREST-INVEST>                                  542
<INTEREST-OTHER>                                   722
<INTEREST-TOTAL>                                  4416
<INTEREST-DEPOSIT>                                1655
<INTEREST-EXPENSE>                                1655
<INTEREST-INCOME-NET>                             2761
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                   3200
<INCOME-PRETAX>                                    137
<INCOME-PRE-EXTRAORDINARY>                         137
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        80
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .02
<YIELD-ACTUAL>                                    4.94
<LOANS-NON>                                       1982
<LOANS-PAST>                                       285
<LOANS-TROUBLED>                                  2401
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  2505
<CHARGE-OFFS>                                      716
<RECOVERIES>                                        13
<ALLOWANCE-CLOSE>                                 1802
<ALLOWANCE-DOMESTIC>                               320
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                           1777
        

</TABLE>


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