DELTA NATIONAL BANCORP
10-Q/A, 1995-07-25
NATIONAL COMMERCIAL BANKS
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                                   FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549




                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        For Quarter Ended MARCH 31, 1995
                                   Amended Report
                         Commission file number 2-79261


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


           California                                   94-2839814
    (State or other jurisdiction             (IRS Employer Identification No.)
    of incorporation or organization) 


             611 North Main Street, Manteca, California 95336-3740
              (Address of principal executive offices)  (Zip code)


                                 (209) 824-4050
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 [ ]



                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 31, 1995:

Common Stock, no par value - 376,782 shares.


<PAGE>
                             DELTA NATIONAL BANCORP


                                     INDEX




                         PART I. FINANCIAL INFORMATION


                                                                 Page no.
Item 1.   Financial Statements

          Consolidated Balance Sheets -
               December 31, 1994 and March 31, 1995                 3

          Consolidated Statements of Income -
               Three months ended March 31, 1995 and 1994           4

          Consolidated Statements of Cash Flows -
               Three months ended March 31, 1995 and 1994           5

          Notes to Consolidated Financial Statements                7

Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                 12




                           PART II. OTHER INFORMATION


          Signatures                                               16









                                       2
<PAGE>

PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements


<TABLE>
                                                   DELTA NATIONAL BANCORP

                                                 CONSOLIDATED BALANCE SHEETS
                                                       ( In Thousands)

                                                          Unaudited
<CAPTION>                                                                     
                                                                           March 31,      Dec 31,
                                                                             1995          1994
                                                                           ---------    ---------
<S>                                                                        <C>          <C>      
ASSETS

Cash and due from banks ................................................   $  4,395    $  3,349
Federal funds sold .....................................................      4,900       2,800
                                                                           --------    --------
                       Total cash and cash equivalents .................      9,295       6,149

Interest bearing deposits in banks .....................................          0           0
Investment Securities:  note (3)
                         Securities available for sale .................     20,751      21,231
                           Securities held to maturity .................     11,845      11,797
                                                                           --------    --------
                                                                             32,596      33,028

Loans, net:  note (4)(5)(6)(8) .........................................     45,790      47,044
Property and equipment .................................................        857         902
Interest receivable, other assets and other real estate owned:  note (9)      1,857       2,066
                                                                           --------    --------

TOTAL ASSETS ...........................................................   $ 90,395    $ 89,189
                                                                           ========    ========


LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
          Non-interest bearing .........................................     12,900      13,215
          Interest bearing .............................................     67,916      67,006
                                                                           --------    --------
                    Total deposits .....................................     80,816      80,221

Accrued interest/other liabilities .....................................        345         221

Stockholders' equity:
     Common stock, no par value
     Authorized - 5,000,000 shares
     Issued and outstanding - 376,782 shares ...........................      3,532       3,532
Retained earnings ......................................................      5,806       5,598
Net unrealized appreciation (depreciation) on
securities available-for-sale, net of tax of $74,100
and $74,069 at March 31, 1995 and 1994, respectively ...................       (104)       (383)
                                                                           --------    --------

Total stockholders' equity .............................................      9,234       8,747

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............................   $ 90,395    $ 89,189
                                                                           ========    ========
</TABLE>

         The accompanying notes are an integral part of this statement.




                                       3
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

<TABLE>
                                                    DELTA NATIONAL BANCORP

                                              CONSOLIDATED STATEMENTS OF INCOME
                                                       ( In Thousands)
                                                    EXCEPT PER SHARE DATA

                                                          Unaudited


<CAPTION>
                                                   3 MONTHS ENDED MARCH 31,
                                                   ------------------------
                                                        1995       1994
                                                        ----       ----
<S>                                                  <C>        <C>
Interest income:
     Interest and fees on loans ..................   $  1,381   $  1,075
     Interest on investment securities:
          Securities available-for-sale ..........        291
          Securities held-to-maturity ............        132
          Investment securities ..................                   347
          Interest-bearing deposits in banks .....          0          0
          Federal funds sold .....................         49         47
                                                     --------   --------

               Total interest income .............      1,853      1,469

Interest expense on deposits .....................        677        537
                                                     --------   --------

               Net interest income ...............      1,176        932

Provision for loan loss ..........................        100        255
                                                     --------   --------
               Net interest income after provision
               for possible loan losses ..........      1,076        677

Other income
     Service charges on deposits .................        116        151
     Other income ................................         70         47
                                                     --------   --------
                                                          186        198
                                                     --------   --------

Other expenses
     Salaries, wages and employee benefits .......        467        424
     Occupancy and equipment .....................        155        140
     Other operating expenses ....................        306        483
                                                     --------   --------
                                                          928      1,047
                                                     --------   --------

              Earning before income taxes .......         334       (172)

Income taxes .....................................        125          0
                                                     --------   --------

               NET EARNINGS ......................   $    209   $   (172)
                                                     ========   ========

Net earnings per share: ..........................   $    .55   $   (.46)
                                                     ========   ========
</TABLE>


         The accompanying notes are an integral part of this statement


                                       4
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

<TABLE>
                             DELTA NATIONAL BANCORP

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

                                   Unaudited

<CAPTION>
                                                                       3 MONTHS ENDED MARCH 31,
                                                                       ------------------------
                                                                            1995       1994
                                                                            ----       ----
<S>                                                                      <C>        <C>     
Increase (decrease) in cash and cash equivalents

Cash flows from operating activities:
     Net earnings ....................................................   $    209    $   (172)
       Adjustments to reconcile net earnings
        to net cash provided by operating activities
         (Gain)/Loss on sale of assets ...............................         12           3
         (Gain)/Loss on sale of OREO .................................       (122)          0
         Provision for possible loan losses ..........................        100         255
         Provision for OREO ..........................................         34         250
         Provision for depreciation and amortization .................        143          74
         Decrease (increase) in interest receivable and other assets .       (330)         32

         Increase (decrease) in interest payable and other liabilities         89          14
                                                                         --------    --------
             Net cash provided by operating activities ...............        135         456
                                                                         --------    --------

Cash flows from investing activities:
     Proceeds from maturities of securities available-for-sale .......        997
     Proceeds from maturities of securities held-to-maturity .........      1,208
     Proceeds from sales & maturities of securities ..................                  2,897
     Purchase of securities available-for-sale .......................          0
     Purchase of securities held-to-maturity .........................     (1,377)
     Purchase of securities ..........................................                 (1,566)
     Net (increase) decrease in loans ................................      1,153        (843)
     Purchase of property and equipment ..............................        (29)        (44)
     Purchase/additions to OREO ......................................        (34)          0
     Proceeds from sale of property and equipment ....................          0          27
     Proceeds from sale of OREO ......................................        497           0
                                                                         --------    --------
          Net cash (used in) provided by investing activities ........      2,415         471
                                                                         --------    --------

</TABLE>
                 The accompanying notes are an integral part of this statement.

<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

<TABLE>
                             DELTA NATIONAL BANCORP

               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                 (In Thousands)

                                   Unaudited
<CAPTION>

                                                          3 MONTHS ENDED MARCH 31,
                                                          ------------------------
                                                              1995       1994
                                                              ----       ----
<S>                                                        <C>         <C>     
Cash flows from financing activities:
     Net increase (decrease) in demand deposits,
       money market accounts and savings accounts ......      2,476      (1,061)
     Net (decrease) increase in time deposits ..........     (1,880)        594
     Cash dividends ....................................          0           0
                                                           --------    --------

          Net cash provided by financing activities ....        596        (467)
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents ...      3,146         460

Cash and cash equivalents at beginning of period .......      6,149      10,281
                                                           --------    --------

Cash and cash equivalents at end of period .............   $  9,295    $ 10,741
                                                           ========    ========

Supplemental disclosures of cash flow information:

     Cash paid during the period for:
       Interest ........................................        482         344
       Income Taxes ....................................        234           0
</TABLE>


Noncash investing and financing activities:

   The  Bank  recognized  an  increase  of  $475,291  in the  fair  value of its
available-for-sale securities in the first three months of 1995 and a decline of
$698,841  in the fair value of its  available-for-sale  securities  for the year
ended December 31, 1994.



     The accompanying notes are an integral part of this statement.


<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

                             DELTA NATIONAL BANCORP

                         NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1995


1.     Basis

       Delta National Bancorp (the Company) was  incorporated  under the laws of
the State of  California  on  December  21, 1981 for the purpose of serving as a
bank holding  company under the Bank Holding  Company Act of 1956. The Company's
wholly-owned  subsidiary,   Delta  National  Bank  (the  Bank),  operates  as  a
commercial  bank in the  cities  of  Manteca,  Riverbank,  Denair  and  Modesto,
California.  Headquarters  are located at the  Manteca  Branch at 611 North Main
Street, Manteca, California.

2.     Summary of Accounting Policies

       The accounting and reporting policies of the Company and the Bank conform
with generally  accepted  accounting  principles and general practice within the
banking industry.  The consolidated  financial statements of the Company include
the accounts of the Company and the Bank. Significant intercompany  transactions
and amounts have been eliminated.

3.     Investment Securities

       Prior to December 31, 1993,  securities  were stated at cost adjusted for
amortization  of premiums and accretion of discounts,  which were  recognized as
adjustments to interest income. Gains or losses on disposition were based on the
net proceeds and the adjusted  carrying amount of the securities sold, using the
specific  identification method.  Securities were considered held for investment
purposes since the Bank had the ability and intention to hold such securities to
maturity.

       In May 1993, the Financial  Accounting  Standards Board issued  Statement
No. 115,  "Accounting for Certain Investments in Debt and Equity Securities".  A
significant  provision  of  this  statement  is the  change  in  accounting  and
reporting for certain  investments  in debt  securities  and equity  securities.
These securities are classified into one of three categories:  held-to-maturity,
available-for-sale,  or trading. Held-to-maturity securities will continue to be
measured at amortized  cost and  available-for-sale  and trading  securities are
measured   at  fair   value.   Unrealized   holding   gains   and   losses   for
available-for-sale  securities  are excluded from earnings and reported as a net
amount in a separate component of stockholders' equity until realized.  The Bank
adopted and implemented SFAS No. 115 as of December 31, 1993.


<PAGE>

                             DELTA NATIONAL BANCORP

                         NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1995



3.   Investment Securities (continued)

     Carrying  values and  estimated  fair values of investment  securities  for
     March 31, 1995 and December 31, 1994 are summarized as follows:

<TABLE>


<CAPTION>
                                              March 31, 1995                     December 31, 1994
                                    Amortized     Gross     Estimated   Amortized      Gross      Estimated
                                      Cost     Unrealized      Fair        Cost     Unrealized      Fair
                                                  Gains       Value                    Gains        Value
                                                (Losses)                             (Losses)
<S>                                   <C>         <C>          <C>         <C>         <C>          <C>
Available-for-Sale Securities:

U.S. Treasury Securities .........    $  1,998    $    (25)    $  1,973    $  1,996    $    (49)    $  1,947

Obligations of other U.S.
government agencies ..............      15,885        (250)      15,635      16,188        (654)      15,534

Obligations of state and
political subdivisions ...........       1,578         110        1,688       2,281          78        2,359

Corporate bonds and Other ........       1,468         (13)       1,455       1,420         (29)       1,391
                                      --------    --------     --------    --------    --------     --------
                             TOTAL    $ 20,929    $   (178)    $ 20,751    $ 21,885    $   (654)    $ 21,231
                                      ========    ========     ========    ========    ========     ========

Held-to-Maturity Securities:

U.S. Treasury Securities .........    $      0    $      0     $      0    $      0    $      0     $      0

Obligations of other U.S.
government agencies ..............       8,403           3        8,406       7,696         (39)       7,657

Obligations of state and
political subdivisions ...........       1,327         (19)       1,308       1,328         (31)       1,297

Corporate bonds and Other ........       2,115         (43)       2,072       2,773         (72)       2,701
                                      --------    --------     --------    --------    --------     --------
                             TOTAL    $ 11,845    $    (59)    $ 11,786    $ 11,797    $   (142)    $ 11,655
                                      ========    ========     ========    ========    ========     ========

</TABLE>




<PAGE>

                             DELTA NATIONAL BANCORP

                         NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1995


4.   The following table discloses  separately (1) total loans (2) the allowance
     for losses and (3) unearned income:


                                               March, 1995        December, 1994
                                               -----------        --------------

Total Loans ............................      $  46,955,792       $  48,055,894

Allowance for Loan Loss ................           (704,156)           (599,422)

Unearned Discount ......................           (134,754)           (167,027)

Deferred Profit on OREO Sales ..........            (95,782)                  0

Deferred Loan Fees .....................           (230,665)           (245,844)
                                              -------------       -------------

Loans, net .............................      $  45,790,435       $  47,043,601
                                              =============       =============


5.   The  following  table  discloses  the amount of total  loans in each of the
     following categories for the periods indicated:


                                               March, 1995        December, 1994
                                               -----------        --------------

Commercial Loans .......................      $ 20,463,548         $ 20,991,617

Real Estate Construction ...............         7,847,456            7,352,440

Real Estate Mortgage ...................        15,870,158           16,610,145

Installment ............................         2,774,630            3,101,692
                                              ------------         ------------
Total Loans ............................      $ 46,955,792         $ 48,055,894
                                              ============         ============







<PAGE>

                             DELTA NATIONAL BANCORP

                         NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1995

6.     Impaired Loans:

     In May,  1993,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement No. 114,  Accounting by Creditors for  Impairment of a Loan (SFAS 114)
which  addresses the accounting  treatment of certain  impaired loans and amends
FASB statements No. 5 and No. 15. SFAS does not address the overall  adequacy of
the allowance  possible for loan losses.  The Bank adopted and implemented  SFAS
No. 114 as of January 1, 1995.

       A loan is considered  impaired  when,  based on current  information  and
events, it is probable that a creditor will be unable to collect all amounts due
according  to the  contractual  terms of the loan  agreement.  Under  SFAS  114,
impairment is measured  based on the present  value of the expected  future cash
flows discounted at the loans effective interest rate. Alternatively, impairment
may be measured by using the loans observable  market price or the fair value of
the collateral if repayment is expected to be provided  solely by the underlying
collateral.  The recorded  investment in these loans and the valuation allowance
for credit losses related to loan impairment are as follows:

                                                            3 Month End
                                                            March, 1995
                                                            -----------

          Principal amount of impaired loans ...........      $257,976

          Accrued Interest .............................         2,375

          Deferred loan costs ..........................             0
                                                              --------
                                                               260,351
                                                              
          Less valuation allowance .....................             0
                                                              --------
          Total carrying value .........................      $260,351
                                                              ========

       The  fair  value  of  collateral   exceeded  the  total  carrying  value,
therefore, there was no activity to the valuation allowance in the first quarter
of 1995.


7. As of March 31, 1995 there were no  material  loans  outstanding  made by the
Company to the directors, executive officers, or any principal holders of equity
securities.




<PAGE>


                             DELTA NATIONAL BANCORP

                         NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1995


8.   Changes in the allowance for loan losses are as follows:


                                                3 Month End         3 Month End
                                                March, 1995         March, 1994
                                                -----------         -----------

Beginning balance ....................           $ 599,000            $ 807,000

Charge Offs ..........................             (37,000)            (223,000)

Recoveries ...........................              42,000               31,000

Allowance ............................             100,000              255,000
                                                 ---------            ---------
Ending balance .......................           $ 704,000            $ 870,000
                                                 =========            =========



9.   Real Estate properties acquired through foreclosure are initially
recorded at fair value at the date of foreclosure establishing a new cost basis.
After foreclosure, valuations are periodically performed and the real estate is
carried at the lower of (1) cost or (2) fair market value minus estimated costs
to sell. Changes in the valuation allowance for OREO are as follows:


                                                     3 Month End     3 Month End
                                                     March, 1995     March, 1994
                                                     -----------     -----------

Beginning balance ...........................       $ 257,643.71    $          0

Provision Charged to Operations .............          34,193.00      250,000.00

Recoveries ..................................                  0               0
                                                    ------------    ------------

Ending balance ..............................       $ 291,836.71    $ 250,000.00
                                                    ============    ============







<PAGE>
PART 1 - FINANCIAL INFORMATION
Item II - Financial Condition and Results of Operations




                             DELTA NATIONAL BANCORP

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

                                 MARCH 31, 1995



Results of Operations

The management  and the directors of the Company  reported net earnings for
the three  month  period  ending  March 31,  1995 at  $209,000  compared to net
earnings of ($172,000)  for the same period in 1994.  The net operating loss in
1994 was  primarily  related  to  additional  provisions  that were made to the
allowance for loan loss reserve and for one OREO property. Management is pleased
with the earnings for the first quarter of 1995.

Consolidated  assets  increased  to  $90,395,000  as of  March  31,  1995  which
represents a growth rate of 6.59%  compared to March,  1994 when assets  totaled
$84,808,000. Deposits continue to grow at $80,816,000 for the first three months
of 1995  compared  to  $76,361,000  for the first  three  months  of 1994.  This
represents a 5.83%  increase.  Capital remains very strong at $9,234,000 in 1995
and $8,296,000 in 1994.

Net interest income, the largest component of the Company's earnings, represents
the difference  between  interest  earned on loans and other assets and interest
paid on deposits.  Net interest income increased 26.18% to $1,176,000 in March,
1995 compared to $932,000 in March, 1994.

Management is quite  satisfied with these results  considering the local economy
has shown no material  improvement over the past year. The increase in income is
a result of sound  lending and  investing  practices,  cost control  methods and
prudent management decisions.

The most  important  factors  affecting  operating  results were the  increasing
interest  rate  environment  and  absence  of  problem  loans.   Management  had
anticipated  the rise in  interest  rates and  elected to  emphasize  loans that
reprice  immediately  when  interest  rates rise.  Funding  sources were readily
available  to  accommodate  demand without having to resort to high cost funds.
This enabled the Bank to remain  within it's niche and not venture into untested
areas.








<PAGE>
Liquidity Management


Liquidity  refers to the  Company's  ability to maintain a cash flow adequate to
fund operations and meet  obligations on other  commitments on a timely and cost
effective  basis.  The Bank insures the  maintenance  of a reasonable  amount of
liquid  funds in order to meet  periodic  increases  in loan  demand and deposit
maturities.  Investments  are made in short term sources  including  deposits in
correspondent  banks, fed funds sold,  marketable  securities as well as cash on
hand.  The  Bank's  liquidity  average  ratio for March  1995 was  32.98%  which
management  feels is more than  adequate.  Liquidity  is enhanced  by  operating
profits and increasing  deposits.  In recent years,  core deposits have provided
the Company with a sizable source of relatively stable and low-cost funds.



Asset/Liability Management


The  principal  objectives  of  asset/liability  management  is  maintaining  an
appropriate  balance between interest  sensitive  assets and interest  sensitive
liabilities   along  with  reducing   interest  rate  exposure  while  providing
liquidity.

Interest-earning  assets and  interest-bearing  liabilities are those which have
yields or rates which are subject to change due to maturity of the instrument or
changes in the rate environment.  Gap refers to the difference  between the rate
sensitive  assets  and  rate  sensitive  liabilities.  When the  amount  of rate
sensitive assets exceeds rate sensitive liabilities, a "positive" gap exists and
when  the  amount  of rate  sensitive  liabilities  exceed  the  amount  of rate
sensitive  assets, a "negative" gap exists.  Major  fluctuations in net interest
income and net earnings  could occur due to  imbalances  between rate  sensitive
assets and liabilities.  Asset/Liability management attempts to protect earnings
by  maintaining   the  proper  balance  between   interest-earning   assets  and
interest-bearing  liabilities  in  order  to  minimize  fluctuations  in the net
interest margin and net earnings in periods of volatile interest rates.

The following  table  summarizes the interest rate  sensitivity of the Company's
assets and liabilities at March 31, 1995. Assets and liabilities are categorized
where applicable,  by remaining interest rate maturities rather than contractual
maturities of  obligations.  For example,  investment  securities  with variable
rates are monitored and reported in the category that  represents  the frequency
of the rate change.











<PAGE>

<TABLE>
Interest Rate Sensitivity Analysis
<CAPTION>

                                    0 - 30   31 - 90    91 - 180  181 - 365   1 - 5    Over 5
                                     Days     Days        Days      Days      Years     Years     Total

<S>                                 <C>       <C>        <C>       <C>        <C>       <C>       <C>   
Interest-bearing bank balances .     4,900         0          0         0         0         0     4,900

Investment Securities ..........        25    16,093     10,229     3,828     2,121       422    32,718

Loans ..........................    32,101       270      1,361     3,746     8,086       919    46,483
                                   -------   -------    -------   -------   -------   -------   -------

Total Rate Sensitive Assets ....    37,026    16,363     11,590     7,574    10,207     1,341    84,101

Interest Bearing Demand Deposits    14,638         0          0         0         0         0    14,638

Time Certificates of Deposits ..     6,285     8,398      3,350     5,804     8,360         0    32,197

Savings Passbook Certificates of
Deposit and Regular Savings ....     9,613     9,742          0         0         0         0    19,355
                                   -------   -------    -------   -------   -------   -------   -------

Total Rate Sensitive Liabilities    30,536    18,140      3,350     5,804     8,360         0    66,190

Interval Gaps/RSA-RSL ..........     6,490    (1,777)     8,240     1,770     1,847     1,341    17,911

</TABLE>


Capital Resources

Capital plays a fundamental and vital role in the operation of the Bank. Capital
adequacy  is  important  to the Bank  functions  to insure  continued  financial
strength,  protect against  unanticipated losses, build confidence in depositors
and  shareholders,  and  enables the Bank to acquire  the  physical  necessities
necessary to render proper Bank services.

The Company is subject to the capital  adequacy  requirements of various federal
banking  agencies,  such as the Office of  Comptroller  of the  Currency and the
Federal Deposit  Insurance  Corporation.  At March 31, 1995 the Company exceeded
its  capital  requirements  and  expects to remain in  compliance  with  capital
requirements in the future.

                                          Minimum      March 1995  December 1994
Risk Based Capital Ratio ...........       8.00%         16.64%         15.47%
Tier I Ratio .......................       4.00%         15.44%         14.49%
Leverage Ratio .....................       3.00%         10.20%          9.92%


The Company's  total  risk-based  capital ratio  increased to 16.64% compared to
14.00% for March 31, 1994. A review of the Banks risk-based  capital level shows
that levels again were substantially  higher than regulatory  requirements.  The
Bank's  capital  requirement  policy  shall,  at all  times,  meet or exceed the
requirements  set forth by  regulatory  agencies.  In the event that the minimum
regulatory  capital  requirement  is  not  met  through  retained  earnings  and
restricted growth, the Bank shall consider other forms of raising capital. It is
a priority of this  institution  to  continue to meet and exceed all  regulatory
capital compliance levels.

<PAGE>
Accounting Changes


The  Financial  Accounting  Standards  Board  has  issued  a  new  standard  for
accounting and reporting of certain  investments  in debt  securities and equity
securities.  The Bank  adopted and  implemented  SFAS No. 115 as of December 31,
1993.

The  Financial  Accounting  Standards  Board  has  issued a new  standard  which
addresses the accounting  treatment of certain  impaired loans. The Bank adopted
and implemented SFAS No. 114 as of January 1, 1995.



PART II - OTHER INFORMATION


Item 1 - Legal Proceedings   -   None other than in the ordinary course of 
                                 business.

Item 2 - Change in securities   -   None

Item 3 - Defaults Upon Senior Securities   -   None

Item 4 - Submission of Matters to a Vote of Security Holders   -   None

Item 5 - Other Information   -   No Change in Executive Officers.

Item 6 - Exhibits and Reports on Form 8-K   -   None



















<PAGE>



                                   SIGNATURES




         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.




                                                          DELTA NATIONAL BANCORP
                                                                    (Registrant)





DATE:         July 21, 1995                    /s/ Andrew Rossi
                                               --------------------------------
                                               Andrew Rossi
                                               President/Chief Executive Officer
                                               Director
                                               (Principal Executive Officer)




DATE:         July 21, 1995                    /s/ Warren E. Wegge
                                               --------------------------------
                                               Warren E. Wegge
                                               Executive Vice President
                                               (Principal Financial Officer)




DATE:         July 21, 1995                    /s/ Toinette Rossi
                                               --------------------------------
                                               Toinette Rossi
                                               Vice President and Manager
                                               Director



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