SUNRISE BANCORP
10-Q, 1996-05-16
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:  March 31, 1996 Commission
      File Number:  0-10773

                                 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)

                                (916) 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 
May 8, 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
        March 31, 1996, and December 31, 1995                  3

        Consolidated Condensed Statements of Operations
        for the three months ended March 31, 1996
        and 1995                                               4

        Consolidated Condensed Statements of Cash Flows for 
        the three months ended March 31, 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 Report on Form 8-K                       14


SIGNATURES                                                    15

<PAGE>
<TABLE>
                          ITEM 1 FINANCIAL STATEMENTS

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


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

<S>                                                     <C>                 <C>
Cash and due from banks                                       $3,528            $3,726
Federal funds sold and repurchase agreements                  23,000             29000
Investment securities held to maturity                        19,772            20,273
(market value $19,002 at March 31, 1996 and $19,944 
  at December 31, 1995)

Loans                                                         67,562            66,765
Less allowance for loan losses                                 2,462             2,505
                                                              ------            ------
    Net loans                                                 65,100            64,260
                                                              ------            ------
Premises and equipment                                           776               873
Other real estate owned                                          819               692
Other assets                                                   2,292             2,160

                                                            $115,287          $120,984
                                                            ========         ========
Liabilities and Shareholders' Equity

Deposit liabilities:
  Noninterest bearing                                        $13,635           $13,808
  Interest bearing                                            84,708            90,075
                                                             -------           -------
    Total deposit liabilities                                 98,343           103,883

Borrowings                                                        -                 -
Other liabilities                                                414               612
                                                             -------           -------
    Total liabilities                                         98,757           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                                           (1,797)           (1,838)
                                                              ------            ------

    Total shareholders' equity                                16,530            16,489
                                                            --------           -------
                                                            $115,287          $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 ended March 31, 1996 and 1995
                             (unaudited)

<CAPTION>
(dollar amounts in thousands,                           Three months
    except per share data)                             ended March 31
                                                     1996            1995
<S>                                                <C>             <C>
                                                     ----            ----
 Interest income:
   Interest on loans                               $1,590          $1,918
   Interest on investment securities                  275             737
   Interest on federal funds sold and repos           410              24
                                                   ------          ------
     Total interest income                          2,275           2,679
                                                   ------          ------
 Interest expense:
   Interest on deposit liabilities                    857             762
   Interest on other borrowings                         -             117
                                                   ------          ------
                                                   
     Total interest expense                           857             879
                                                   ------          ------
     Net interest income                            1,418           1,800
 Provision for loan losses                              -               -
                                                   ------          ------
     Net interest income after provision for        1,418           1,800
      loan losses                                  ------          ------
 Other income:
   Service charges and fees                            86              96
   Loan sales                                           -               -
   Other                                               76              (3)
                                                   ------          ------
     Total other income                               162              93
                                                   ------          ------
 Other expenses:
   Salaries and employee benefits                     667             765
   Occupancy                                          263             275
   Furniture and equipment                            104             152
   Other                                              460             610
                                                   ------          ------
     Total other expenses                           1,494           1,802
                                                   ------          ------
 Net income (loss) before provision for income taxes   86              91
 Provision (benefit) for income taxes                  45              38
                                                   ------          ------
 Net income (loss)                                    $41             $53
                                                   ======          ======
 Net income (loss) per share                        $0.01           $0.01
                                                   ======          ======

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

                             SUNRISE BANCORP AND SUBSIDIARY

                     Consolidated Condensed Statements of Cash Flows
                    For the three months ended March 31, 1996 and 1995
                                       (unaudited)
<CAPTION>
   (dollar amounts in thousands)                                       Three months
                                                                       ended March 31,
                                                                      1996         1995
                                                                      ----         ----
   <S>                                                              <C>           <C>
   Operating activities:
      Net Income                                                       $41          $53
      Adjustments to reconcile net income to net cash
         provided (used) by operating activities:
            Accretion of deferred loan fees and costs                   10            3
            Provision for loan and other real estate owned losses        -           75
            Depreciation and amortization                              114          192
            Net change in other assets                                (132)         426
            Net change in other liabilities                           (198)        (658)
                                                                     ------       ------
            Net cash (used) provided  by operating activities         (165)          91

                                                                     ------       ------
   Investing activities:
      Purchases of investment securities                                 -            -
      Maturities and repayments of investment securities               484        5,078
      Net (increase) decrease in loans                              (1,322)       2,728
      Net sales of other real estate owned                             345          580
      Net purchases of premises and equipment                            -            -
                                                                     ------       ------        

         Net cash (used) provided by investing activities             (493)       8,386
                                                                     ------       ------
   Financing activities:
      Increase (decrease) in deposit liabilities                    (5,540)       5,381
      Decrease in other borrowing                                        -       (7,048)
                                                                     ------       ------
         Net cash provided (used)  by financing activities          (5,540)      (1,667)
                                                                     ------       ------

   (Decrease) increase in cash and cash equivalents                 (6,198)       6,810
   Cash and cash equivalents at beginning of period                 32,726        6,367
                                                                   --------     --------        

                                                          
   Cash and cash equivalents at end of period                      $26,528      $13,177
                                                                   ========     ========

   Supplemental disclosures of cash flow information:
      Cash paid during the period for:
         Interest                                                     $876         $903
                                                                   ========     ========        

         Income taxes paid (refunded)                                   $2           $3
                                                                   ========     ========

   Supplemental schedule of noncash investing and 
          financing activities:
      Other real estate owned acquired through foreclosure
         on assets securing loans                                     $472         $376
                                                                   ========     ========
<FN>

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

                          SUNRISE BANCORP AND SUBSIDIARY

                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS
                                   MARCH 31, 1996
                                    (UNAUDITED)

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 normal recurring adjustments) considered necessary 
for a fair presentation have been included.  Operating results for the three 
months ended March 31, 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.

<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 $26,528,000, at March 31, 1996, and 
$32,726,000 at December 31, 1995, and investment securities equaled 
$19,772,000 and $20,273,000, respectively.  The decrease in cash and cash 
equivalents was due to the funding of maturing certificates of deposits.

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 March 31, 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 March 31, 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 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.


- --------------------------------------------------------------------------------
(dollar amounts in thousands)
                                  3 months     3-12     1-5     After
 March 31, 1996          One day   or less   months   years   5 years    Totals
- --------------------------------------------------------------------------------

Interest earning assets:

  Loans                  $35,867    13,065   4,888  12,830      1,094   67,744 

  Investment 
  securities                   0       450   1,350  17,972          0   19,772 
  Federal funds sold and
   repurchase agreements   3,000    20,000       0       0          0   23,000

  Total interest earning 
   assets                $38,867    33,515   6,238  30,802      1,094  110,516 


Interest bearing liabilities:         

  Savings accounts        $1,122        0        0       0          0    1,122 

  Interest checking 
    accounts              32,059        0        0       0          0   32,059 

  Money market deposit 
     accounts             21,452        0        0       0          0   21,452 

  Time deposits of 
  $100,000 or more             0    3,353    5,503     694          0    9,550 

  Other time deposits          0    7,328   11,242   1,955          0   20,525 


  Other borrowings             0        0        0       0          0        0 

    Total interest 
    bearing liabilities  $54,633   10,681   16,745   2,649          0   84,708 

    Current gap          (15,766)  22,834  (10,507) 28,153      1,094   25,808 

    Cumulative gap      $(15,766) ( 7,068) ( 3,439) 24,714     24,808   25,808 


Capital Resources
- -----------------

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 March 31, 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 March 31, 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 March 31, 1996 and December 31, 1995:


                           As of March 31, 1996   As of December 31, 1995

                               Bank     Company          Bank     Company
                               ----     -------          ----     -------

Leverage ratio                12.24%     13.39%        10.98%      11.75% 

Tier 1 Capital to 
risk-weighted assets          19.16%     19.44%        15.69%      17.05% 

Total Capital to 
risk-weighted assets          20.41%     20.64%        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 terminatng
further discussion concerning a possible merger.  The Board of Directors
will continue to consider various strategies designed to enhance shareholders
value, relating to a possible sale, merger or consolidation transaction with
a third party.  Smith and Crowley Inc., an investment banking firm, consultants
and other professionals advise the Board of Directors in the process of
determining the best interest of the Company and the Company's shareholders
with respect to such possible transactions.  There can be no assurance that
the Board of Directors will negotiate a sale, merger or consolidation 
transaction involving the Company and a third party, or the timing for the 
completion of an such transaction.

Regulatory Matters
- ------------------

As a result of an examination of the Company conducted by the Federal Reserve 
Bank ("FRB") as of December 31, 1993, the Company entered into a Memorandum of

Understanding with the Federal Reserve Bank.  The FRB Memorandum requires the 
Company: (i) to submit a policy for receiving dividends from the Bank; (ii) to 
submit a capital plan; (iii) to submit a plan to manage the Company's and the 
Bank's growth; (iv) to submit annual budgets; (v) to submit an explanation of 
certain management and service fees; (vi) to obtain prior approval to declare 
or pay any dividends; and (vii) to submit quarterly written progress reports.
As a result of an examination of the Company conducted by the Federal Reserve 
Bank as of December 31, 1994, the FRB memorandum remains in effect and 
unchanged.  Management believes the Company is in substantial compliance with 
the terms and conditions of the FRB memorandum.  

Results of Operations
- ---------------------

The Company recorded consolidated net income of $41,000 ($.01 per share) for 
the three months ended March 31, 1996, compared to net income of $53,000 ($.01
 per share) for the three months ended March 31, 1995.  

The following table illustrates the net income of the Company and the Bank on a 
stand-alone basis for the three months ended March 31, 1996 and 1995: 

                                Three months ended    
                                    March 31,  

(dollar amounts in thousands)      1996       1995
                                   ----       ----

Company                           $ (20)    $   48 

Bank                                 61          5 
                                  -----      -----
Consolidated net income (loss)    $  41      $  53 
                                  =====      =====



The decreased net income for the three months ended March 31, 1996, over the 
same period in 1995 was due to decreased interest income, decreased income 
from operations and expenses related to the decrease of average assets of 
$20,669,000.

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 $1,418,000 in the first three 
months ended March 31, 1996, compared to $1,800,000 for the three months 
ended March 31, 1995, which is a $382,000 (or 21%) 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 $15,609,000, or 12%, and a 
decrease in the net interest margin from 5.50% to 4.92%.  
<PAGE>
<TABLE>
<CAPTION>
The following table sets forth average assets, major deposit categories, other
liabilities and shareholders' equity; interest income earned and interest 
expense paid; average rates earned and expensed and the net interest margin for 
the three months ended March 31, 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>         <C>

Assets:
  Interest earning assets:
    Loans (1)                        $66,067    $1,590     9.68%    $79,946    $1,918    9.65%
    Investment securities             20,045       275     5.52%     49,979       737    5.93%
    Federal funds sold and securities
        purchased under agreements to 29,921       410     5.51%      1,717        24    5.62%
    Interest bearing deposits              0         0     0.00%          0         0    0.00%
                                    --------    ------             --------    ------
                                                                                 
      Total interest earning assets  116,033    $2,275     7.89%    131,642    $2,679    8.18%
                                                ------                         ------
  Allowance for loan losses           (2,483)                        (4,110)
  Cash and due from banks              4,199                          6,785
  Premises and equipment and other as  3,866                          7,967

                                    $121,615                       $142,284
                                    ========                       ========


Liabilities and Shareholders' Equity:
  Interest bearing liabilities:
    Savings accounts                  $1,074        $7     2.62%     $1,003        $7    2.81%
    Interest checking accounts        34,279       231     2.71%     32,982       221    2.69%
    Money market deposit accounts     25,081       190     3.05%     29,351       214    2.93%
    Time deposits                     30,274       429     5.70%     24,625       320    5.23%
    Other borrowings                       0         0     0.00%      8,530       117    5.52%
                                    --------    ------             --------    ------    
      Total interest bearing          90,708       857     3.80%     96,491       879    3.66%
        liabilitiies                            ------                         ------
  Demand deposits                     13,855                         26,783
  Other liabilities                      488                            932
                                    --------                       --------
      Total liabilities              105,051                        124,206
 Shareholders' equity                 16,564                         18,078
                                    --------                       -------- 
                                    $121,615                       $142,284
                                    ========                       ========

Net interest income and margin (2)              $1,418     4.92%               $1,800    5.50%
                                                ======                         ======  


<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>
The following table shows the approximate effect on net interest income of 
volume and rate changes for the three months ended March 31, 1996 and 1995.  
Changes which are the combine results of voluem an rate changes are allocated 
in proportion to the volume and rate changes.
            
<CAPTION>
  (dollar amounts in thousands)                               1996 vs. 1995
                                                                       
                                                Volume        Rate       Total
                                                ------        ----       -----                   
  <S>                                           <C>          <C>         <C>
                                                   
  Increase (decrease) in interest income:
    Loans                                        ($334)         $6       ($328)
    Investment securities                         (414)        (48)       (462)
    Federal funds sold                             386           0         386
    Interest bearing deposits                        0           0           0
                                                -------       -----      ------                  
                                                  (362)        (42)       (404)
                                                -------       -----      ------                  
                                                                         
  Increase (decrease) in interest expense:
    Savings accounts                                 0           0           0
    Interest checking accounts                       9           1          10
    Money market deposit accounts                  (32)          8         (24)
    Time deposits                                   78          31         109
    Other borrowings                               (59)        (59)       (117)
                                                -------       -----      ------                  
                                                    (4)        (19)        (22)
                                                -------       -----      ------                  
                                                                          
      Change in net interest income              ($358)       ($23)      ($382)
                                                =======       =====      ====== 
                
</TABLE>
 
<PAGE>                                                                      

Provision for Loan Losses and Asset Quality
- -------------------------------------------

At March 31, 1996, the allowance for loan losses was $2,462,000 or 3.64% of 
outstanding loans.  Due to the decrease in total loans and improved asset 
quality, no provisions were added to the allowance for a loan losses for the 
three months ended March 31, 1996 or March 31, 1995.

The following unaudited table sets forth certain information concerning 
nonaccrual, past due and other real estate owned:
                                                                
(dollar amounts in thousands, except percentages)

                                      March 31,    December 31,    March 31,
                                          1996            1995         1995
                                      --------     -----------     --------

Nonaccrual loans                        $2,626          $3,228       $5,696
Accruing loans past due 90 days or more     66              89            4
Other real estate owned (including 
 in-substance foreclosures)                819             692        2,553
                                        ------          ------       ------
Total nonperforming assets              $3,514          $4,009       $8,253
                                        ======          ======       ======

Percentage of average assets             2.89%          2.98%        5.80%
                                        ======          ======       ======

As of March 31, 1996, nonaccrual loans are comprised of loans to 13 borrowers.  
Five of the nonaccrual loans totaling $2,257,700, or 86% of total nonaccrual 
loans, are real estate secured.  The remaining nonaccrual loans totaling 
$371,400, or 14% of total nonaccrual loans, consist of loans to individuals 
and commercial loans.  As of March 31, 1996, there were four secured loans 
totaling $890,000 which were potential non accrual in April 1996.

Accruing loans 90 days or more past due consists of a real estate secured 
loan totaling $66,000 and this loan was current as to interest but had matured 
and is in escrow awaiting payoff.

The California economy and the Sacramento region, continues to be in a reces-
sion and the Bank's loan portfolio, which includes approximately $35 million 
in real estate loans representing approximately 52% of the portfolio, could be
adversely affected if California economic conditions and the real estate market 
in the Bank's market area continue to 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 March 31, 1996, the Company's recorded investment in loans for which an 
impairment has been recognized totaled $4,506,300.  Included in this amount 
were $1,388,900 of impaired loans for which a SFAS 114 allowance of $425,000
is included in the allowance for loan losses, as well as $3,117,400 of impaired 
loans that as a result of write downs on the fair value of collateral, did not 
have a SFAS 114 allowance.  The average recorded investment in impaired loans 
was $4,877,100 for the three months ended March 31, 1996.  Except for non-
accrual loans, 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 quarter of 1996.

Other real estate owned consists of five single family residences, one 
commercial office condominium, and one undeveloped parcel of land.
<PAGE>

Other Income
- ------------

Other income increased $69,000 (74%) in the first quarter of 1996 as compared
to the corresponding period in 1995.  

The increase is due to a gain of $74,000 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 $98,000 (13%) for the three 
months ended March 31, 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 $60,000 (14%) for the three 
months ended March 31, 1996, as compared to the same periods in 1995. These 
decreases are due primarily to decreased depreciation expense.

In the first quarter of 1996, other expenses decreased $150,000 (25%) in 
comparison to the first quarter of 1995.  The components of other expenses are 
provided in the table below for the first three months of 1996 and 1995:

(dollar amounts in thousands) 

                                        Three months 
                                           ended 
                                          March 31,

                                      1996        1995
                                      ----        ----

Stationery and supplies               $41         $30
Communications                         65          56
Professional fees                     129          76
Deposit insurance assessments          50          94
Outside service fees                   84         152
Loan collection and OREO expense       21         107
Other                                  70          95
                                     ----        ----
                                     $460        $610
                                     ====        ====

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


PART II  OTHER INFORMATION

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

(b)  Reports on Form 8K 

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 calling for Sunrise Bancorp to merge into Vallicorp. 

<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:  May 15, 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)



<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-30-1996
<CASH>                                           3,528
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                23,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                          19,772
<INVESTMENTS-MARKET>                            19,002
<LOANS>                                         67,562
<ALLOWANCE>                                      2,462
<TOTAL-ASSETS>                                 115,287
<DEPOSITS>                                      98,343
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                414
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        18,327
<OTHER-SE>                                       1,797
<TOTAL-LIABILITIES-AND-EQUITY>                  16,530
<INTEREST-LOAN>                                  1,590
<INTEREST-INVEST>                                  275
<INTEREST-OTHER>                                   410
<INTEREST-TOTAL>                                 2,275
<INTEREST-DEPOSIT>                                 857
<INTEREST-EXPENSE>                                 857
<INTEREST-INCOME-NET>                            1,418
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,494
<INCOME-PRETAX>                                     86
<INCOME-PRE-EXTRAORDINARY>                          86
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        41
<EPS-PRIMARY>                                      .01
<EPS-DILUTED>                                      .01
<YIELD-ACTUAL>                                    4.92
<LOANS-NON>                                      2,629
<LOANS-PAST>                                        66
<LOANS-TROUBLED>                                 2,409
<LOANS-PROBLEM>                                    890
<ALLOWANCE-OPEN>                                 2,505
<CHARGE-OFFS>                                       52
<RECOVERIES>                                         9
<ALLOWANCE-CLOSE>                                2,462
<ALLOWANCE-DOMESTIC>                               720
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          1,742
        

</TABLE>


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