DELTA NATIONAL BANCORP
10-Q, 1996-05-10
NATIONAL COMMERCIAL BANKS
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                                    FORM 10-Q
                       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, 1996


                         Commission file number 2-79261


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


                 California                               94-2839814
    (State or other jurisdiction of           (IRS Employer Identification No.)
     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, 1996:

Common Stock, no par value - 376,782 shares.
<PAGE>

DELTA NATIONAL BANCORP
FORM 10-Q CROSS REFERENCE INDEX


- --------------------------------------------------------------------------------
PART I.  FINANCIAL INFORMATION                                         Page
- --------------------------------------------------------------------------------

Item 1.           Financial Statements

                  Consolidated Balance Sheets -
                           December 31, 1995 and March 31, 1996          4

                  Consolidated Statements of Income -
                           Three months ended March 31, 1996 and 1995    5

                  Consolidated Statements of Cash Flows -
                           Three months ended March 31, 1996 and 1995    6

                  Notes to Consolidated Financial Statements             8

Item 2.           Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                 15



- --------------------------------------------------------------------------------
PART II. OTHER INFORMATION                                             Page
- --------------------------------------------------------------------------------

Item 1.           Legal Proceedings                                     24

Item 2.           Changes in Securities                                 24

Item 3.           Defaults Upon Senior Securities                       24

Item 4.           Submission of Matters to a Vote of Security Holders   24

Item 5.           Other Information                                     24

Item 6.           Exhibits and Reports on Form 8-K                      24

<PAGE>

PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

                             DELTA NATIONAL BANCORP

                           CONSOLIDATED BALANCE SHEETS
                                 ( In Thousands)

                                    Unaudited

                                                           March 31,    Dec 31,
                                                              1996       1995
ASSETS

Cash and due from banks ................................     $ 3,187     $ 4,330
Federal funds sold .....................................       4,800       7,600
                                                             -------     -------
        Total cash and cash equivalents (notes A10 and B)      7,987      11,930
        

Interest bearing deposits in banks .....................         622          51

Securities available for sale (notes A3 and C) .........      12,543      12,926
Securities held to maturity (notes A2 and C) ...........      20,840      20,351
                                                             -------     -------
                                                              33,383      33,277

Loans, net (notes A4, A5 and D) ........................      46,204      46,520
Property and equipment (note A6) .......................       1,309       1,343
Interest receivable, other assets and other
real estate owned (notes A7 and F) .....................       2,273       1,803
                                                             -------     -------

TOTAL ASSETS ...........................................     $91,778     $94,924
                                                             =======     =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
    Non-interest bearing ...............................      12,268      15,980
    Interest bearing ...................................      68,940      68,859
                                                             -------     -------
        Total deposits .................................      81,208      84,839

Accrued interest/other liabilities .....................         497         314

Stockholders' equity:
    Common stock, no par value
      Authorized - 5,000,000 shares
      Issued and outstanding - 376,782 shares ..........       3,532       3,532
    Retained earnings ..................................       6,515       6,194
    Net unrealized appreciation (depreciation) on
      securities available-for-sale, net of tax of
      $18,201 and $31,827 at March 31, 1996
      and December 31, 1995, respectively ..............          26          45
                                                             -------     -------

        Total stockholders' equity .....................      10,073       9,771

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............     $91,778     $94,924
                                                             =======     =======

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

PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

                             DELTA NATIONAL BANCORP

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

                                    Unaudited
                                                          3 Months     3 Months
                                                           Ending       Ending
                                                          March 31,    March 31,
                                                            1996         1995
                                                          ---------    ---------
Interest income:
    Interest and fees on loans ......................      $ 1,384       $ 1,381
    Securities available-for-sale ...................          194           291
    Securities held-to-maturity .....................          354           132
    Interest-bearing deposits in banks ..............            1             0
    Federal funds sold ..............................           69            49

                                                           -------       -------
        Total interest income .......................        2,002         1,853

Interest expense on deposits ........................          724           677
                                                           -------       -------

        Net interest income .........................        1,278         1,176

Provision for loan losses ...........................          (62)          100
                                                           -------       -------

        Net interest income after provision
         for possible loan losses ...................        1,340         1,076

Other income
    Service charges on deposits .....................          128           116
    Other income ....................................           90            70
                                                           -------       -------
                                                               218           186
                                                           -------       -------

Other expenses
    Salaries, wages and employee benefits ...........          521           467
    Occupancy and equipment .........................          168           155
    Other operating expenses ........................          326           306
                                                           -------       -------
                                                             1,015           928
                                                           -------       -------

        Earning before income taxes .................          543           334

Income taxes (note A8) ..............................          222           125
                                                           -------       -------

        NET EARNINGS ................................      $   321       $   209
                                                           =======       =======

Net earnings per share (note A9) ....................      $   .85       $   .55
                                                           =======       =======

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

PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

                             DELTA NATIONAL BANCORP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

                                    Unaudited

                                                       3 MONTHS ENDING MARCH 31,
                                                          1996           1995
Increase (decrease) in cash and cash equivalents

Cash flows from operating activities:
  Net earnings .......................................     $   321      $   209
    Adjustments to reconcile net earnings to net
      cash  provided by operating activities
        (Gain)/Loss on sale of assets ................           1           12
        (Gain)/Loss on sale of OREO ..................           0         (122)
        Provision for possible loan losses ...........         (62)         100
        Provision for OREO ...........................          62           34
        Provision for depreciation and amortization...         123          143
       
        Decrease (increase) in interest
        receivable and other assets...................        (219)        (330)
         
        Increase (decrease) in interest payable
         and other liabilities .......................         121           89
                                                           -------      -------

           Net cash provided by operating activities..        347          135
                                                           -------      -------

Cash flows from investing activities:
  Proceeds from maturities of securities
    available-for-sale ...............................           0          997
  Proceeds from maturities of securities
    held-to-maturity .................................       1,770        1,208
  Purchase of securities available-for-sale ..........           0            0
  Purchase of securities held-to-maturity ............      (1,983)       (1377)
  Net (increase) decrease in loans ...................         378        1,153
  Purchase of property and equipment .................         (16)         (29)
  Purchase/additions to OREO .........................        (236)         (34)
  Proceeds from sale of property and equipment .......           0            0
  Proceeds from sale of OREO .........................           0          497
  Net (Inc.) dec. Int. Bearing Deposits Other Inst....        (571)           0
                                                           -------      -------
           Net cash (used in) provided by
           investing activities ......................        (658)       2,415
                                                           -------      -------





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


PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements

                             DELTA NATIONAL BANCORP

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                 (In Thousands)

                                    Unaudited


                                                       3 MONTHS ENDING MARCH 31,
                                                          1996           1995
Cash flows from financing activities:
  Net increase (decrease) in demand deposits,
    money market accounts and savings accounts .......      (3,459)       2,476
  Net (decrease) increase in time deposits ...........        (173)      (1,880)
  Cash dividends .....................................           0            0
                                                          --------     --------
  
           Net cash provided by financing activities .      (3,632)         596
                                                          --------     --------

Net  increase (decrease) in cash and
cash equivalents .....................................      (3,943)       3,146

Cash and cash equivalents at beginning of period .....      11,930        6,149
                                                          --------     --------

Cash and cash equivalents at end of period ...........    $  7,987     $  9,295
                                                          ========     ========

Supplemental disclosures of cash flow information:

Cash paid during the period for:
      Interest                                                 493          482
      Income Taxes                                             341          234



Noncash investing and financing activities:

  The  Bank  recognized  an  decrease  of  $32,835  in  the  fair  value  of its
  available-for-sale  securities  in the  first  three  months  of  1996  and an
  increase of $730,537  in the fair value of its  available-for-sale  securities
  for the year ended December 31, 1995.


         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, 1996


NOTE A - Summary of Accounting Policies

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.  The Company's headquarters are located at the Manteca Branch at 611
North Main Street, Manteca,  California.  Through its branches the Bank provides
traditional   commercial   banking   services  to  individuals   and  small  and
medium-sized businesses located in the California Central Valley.

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.  A summary of the  significant  accounting
policies  applied in the preparation of the  accompanying  financial  statements
follows.

There have been no  material  changes in Delta  National  Bancorp's  significant
accounting policies during the three months ended March 31, 1996. Management has
presented,  for comparison purposes its unaudited  consolidated balance sheet as
of March 31, 1996,  its  unaudited  consolidated  statements of earning and cash
flows  for the  three  months  ended  March 31,  1996 and  1995.  The  financial
statements contain, in the opinion of management, all necessary normal recurring
adjustments  and are not  intended  to be  indicative  of  results  that  can be
expected for a full year.

1.     Consolidation

The consolidated financial statements of the Company include the accounts of the
Company and the Bank.  Significant  intercompany  transactions  and amounts have
been eliminated.

2.     Securities held-to-maturity

Bonds,  notes and  debentures  for which the Bank has the  positive  intent  and
ability to hold to maturity are reported at cost,  adjusted for  amortization of
premiums and  accretion of discounts  which are  recognized  as  adjustments  to
interest income over the period to maturity.

3.     Securities available-for-sale

Available-for-sale  securities  consist  of  bonds,  notes  and  debentures  not
classified as trading  securities  or  held-to-maturity  securities.  Unrealized
holding gains and losses, net of tax, are reported as a net amount in a separate
component of stockholders'  equity until realized.  Gains and losses on the sale
of   available-for-sale   securities   are   determined   using   the   specific
identification  method.  The amortization of premiums and accretion of discounts
are recognized as adjustments to interest income over the period to maturity.
<PAGE>



                             DELTA NATIONAL BANCORP

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996




4.     Loans

Loans are reported at the principal amount outstanding,  net of unearned income,
deferred  loan  fees,  and the  allowance  for loan  losses  (interim  financial
statements will also be reported net of deferred profit on OREO sales). Unearned
discounts on  installment  loans are  recognized as income over the terms of the
loans. Interest on other loans is calculated by using the simple interest method
on the daily balance of the principal amount outstanding.

Loan  fees net of  certain  direct  costs of  origination,  which  represent  an
adjustment to interest  yield,  are deferred and amortized over the  contractual
term of the loan.

Loans on which the accrual of interest has been  discontinued  are designated as
nonaccrual  loans.  Accrual of  interest  on loans is  discontinued  either when
reasonable  doubt  exists as to the full and timely  collection  of  interest or
principal or when a loan becomes  contractually  past due by ninety days or more
with  respect to  interest  or  principal.  When a loan is placed on  nonaccrual
status,  all interest  previously  accrued but not collected is reversed against
current period interest income.  Income on such loans is then recognized only to
the extent that cash is received and where the future collection of principal is
probable. Interest accruals are resumed on such loans only when they are brought
fully  current with respect to interest and  principal and when, in the judgment
of  management,  the  loans are  estimated  to be fully  collectible  as to both
principal and interest.

5.     Allowance for loan losses

The allowance for loan losses is established through a provision for loan losses
charged to expenses.  Loans are charged  against the  allowance for loans losses
when management  believes that the  collectibility of the principal is unlikely.
The allowance is an amount that  management  believes will be adequate to absorb
losses  inherent in existing loans and  commitments  to extend credit,  based on
evaluations of collectibility and prior loss experience of loans and commitments
to extend  credit.  The  evaluations  take into  consideration  such  factors as
changes in the nature and volume of the portfolio,  overall  portfolio  quality,
loan  concentrations,  specific problem loans,  commitments and current economic
conditions that may affect the borrowers' ability to pay.

6.     Property and equipment

Premises and  equipment  are stated at cost less  accumulated  depreciation  and
amortization.   Depreciation  and  amortization  are  provided  for  in  amounts
sufficient to relate the cost of  depreciable  assets to  operations  over their
estimated service lives.  Leasehold improvements are amortized over the lives of
the improvements or the terms of the related leases,  whichever is shorter.  The
straight-line  method  of  depreciation  is  followed  for  financial  reporting
purposes,  but  accelerated  methods are used for tax purposes.  Deferred income
taxes have been provided for the resulting depreciation differences.
<PAGE>


                             DELTA NATIONAL BANCORP

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996




7.     Foreclosed real estate

Real estate  properties  acquired through  foreclosure are initially  recorded a
fair value at the date of  foreclosure,  establishing  a new cost  basis.  After
foreclosure,  valuations are  periodically  performed by management and the real
estate is  carried  at the lower of (1) cost,  or (2) fair  market  value  minus
estimated costs to sell. The net carrying value (included in other assets on the
balance  sheet) of  foreclosed  real estate was $735,200  for the period  ending
March 31, 1996 and $560,600 for the period ending December 31, 1995.

8.     Income taxes

Deferred tax assets and  liabilities  are reflected at currently  enacted income
tax  rates  applicable  to the  period  in which  the  deferred  tax  assets  or
liabilities  are  expected to be realized or settled.  As changes in tax laws or
rates are enacted,  deferred tax assets and liabilities are adjusted through the
provision for income taxes.

9.     Earnings per share

Earnings per share  amounts are  computed on the basis of the  weighted  average
number of share  outstanding  during each year.  The weighted  average number of
shares outstanding for March 31, 1996 and December 31, 1995 was 376,782.

10.    Cash and cash equivalents

For the purposes of the  statement of cash flows,  the Bank  considers  due from
banks and federal funds sold for one-day periods to be cash equivalents.


NOTE B - CASH AND DEPOSITS

The Bank is required to maintain  reserves  by the  Federal  Reserve  Bank.  The
average reserve  requirements are based on a percentage of deposit  liabilities.
The Bank has met or exceeded the average  reserve  requirements  for the periods
presented in the financial statements. In addition, the Federal Reserve requires
the  Bank  to  maintain  a  certain  minimum  balance  at all  times,  and  such
requirement  was met by the Bank during the periods  presented in the  financial
statements.
<PAGE>


                             DELTA NATIONAL BANCORP

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996


NOTE C - SECURITIES

Effective  December 31, 1993,  the Bank  adopted SFAS No. 115,  "Accounting  for
Certain  Investments  in Debt  and  Equity  Securities".  These  securities  are
classified into one of three categories:  held-to-maturity,  available-for-sale,
or trading.  Held-to-maturity  securities  are  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.

Amortized cost (book values) and estimated fair values of investment  securities
for March 31, 1996 and December 31, 1995 are as follows:

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------
                                            March 31, 1996                     December 31, 1995
                                                Gross                                Gross
                                              Unrealized  Estimated               Unrealized    Estimated
                                   Amortized    Gains       Fair       Amortized    Gains         Fair
                                     Cost      (Losses)     Value        Cost      (Losses)       Value
- -----------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>          <C>         <C>         <C>          <C>      
Available-for-sale securities:
  U.S. treasury securities ...   $      0     $     0      $     0     $      0    $      0     $       0
  Obligations of other U.S.
    government agencies ......     11,839         (82)      11,757       12,189         (66)       12,123
  Obligations of state and
    political subdivisions ...        605         126          731          606         142           748
  Corporate bonds and other ..         55           0           55           55           0            55
                                  -------     -------      -------      -------     -------      --------


Total ........................   $ 12,499     $    44      $12,543     $ 12,850    $     76     $  12,926
                                 ========     =======      =======      =======    ========     =========

Held-to-maturity securities:
  U.S. treasury securities ...   $      0     $     0      $     0     $      0    $      0     $       0
  Obligations of other U.S.
    government agencies ......     19,445         122       19,567       18,252         142        18,394
  Obligations of state and
    political subdivisions ...        695          (1)         694          696          (2)          694
  Corporate bonds and other ..        700          (1)         699        1,404          (8)        1,396
                                 --------     -------      -------     --------    --------     ---------

Total ........................     20,840         120       20,960       20,352         132        20,484
                                 ========     =======      =======     ========    ========     =========

- -----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



                             DELTA NATIONAL BANCORP

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996

NOTE D - LOANS

The  composition of the Bank's loan portfolio at March 31, 1996 and December 31,
1995 is as follows:

- --------------------------------------------------------------------------------
                                                March 31,        December 31,
                                                  1996              1995
- --------------------------------------------------------------------------------
Commercial, financial and agricultural .......  $22,052,682      $22,755,013
Real estate - construction ...................    9,751,240        9,175,475
Real estate - mortgage .......................   14,104,579       14,090,502
Installment loans to individuals .............    1,944,843        2,073,749
                                                -----------      -----------

                                                 47,853,344       48,094,739

     Unearned discount ......................       (75,816)         (80,189)
     Allowance for loan losses ..............    (1,188,429)      (1,219,304)
     Deferred loan fees .....................      (290,512)        (275,427)
     Deferred profit on OREO sales (1) ......       (95,290)
                                                -----------      -----------
          Loans, net ........................   $46,203,297      $46,519,819
                                                ===========      ===========

- --------------------------------------------------------------------------------
(1) Audited financial statements for December 31, 1995 do not include Deferred
    profit on OREO sales due to not being material in amount.

The following table  summarizes the changes in the allowance for loan losses for
the periods ending March 31, 1996 and December 31, 1995:

- --------------------------------------------------------------------------------
                                                  March 31,         December 31,
                                                     1996               1995
- --------------------------------------------------------------------------------
Balance at January 1 ...........................  $1,219,304        $   599,422
Charge Offs:
    Commercial, financial and agricultural......           0                  0
    Real Estate - construction..................           0                  0
    Real Estate - mortgage......................           0                  0
    Installment loans to individuals ...........      (8,664)          (112,366)
                                                 -----------        -----------
                                                                    
        Total Charge Offs ......................      (8,664)          (112,366)
                                                 -----------        -----------
Recoveries:
    Commercial, financial and agricultural .....           0              1,390
    Real Estate - construction .................      20,605             80,425
    Real Estate - mortgage .....................         600              2,200
    Installment loans to individuals ...........      18,155             24,219
                                                 -----------        -----------
        Total Recoveries .......................      39,360            108,234
                                                 -----------        -----------
Net charge offs ................................      30,696             (4,132)
Additions charged to operations ................     (61,571)           624,014
                                                 -----------        -----------
Balance at December 31, ........................ $ 1,188,429        $ 1,219,304
                                                 ===========        ===========
<PAGE>
 

                             DELTA NATIONAL BANCORP

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996

Impaired  Loans:  In May 1993, the Financial  Accounting  Standards Board (FASB)
issued  Statement  of  Financial  Accounting  Standards  (SFAS) No. 114 entitled
"Accounting by Creditors for Impairment of a Loan". This statement, which became
effective January 1, 1995, requires that impaired loans, as defined, be measured
based on the present  value of  expected  future  cash flows  discounted  at the
loan's  effective  interest  rate or, as a  practical  expedient,  at the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  The Bank  adopted  and  implemented  SFAS No.  114 as of
January 1, 1995.

The carrying  value of impaired  loans totaled  $2,014,445 at March 31, 1996, of
which  $1,143,561  is the result of a  troubled  debt  restructuring.  The total
allowance  for loans  losses  relating to these loans was  $273,409.  Total cash
collected  on  impaired  loans for the first three  months of 1996  approximated
$614,406 of which  $590,435 was credited to the principal  balance  outstanding,
and the remainder was  recognized as interest  income.  One impaired loan in the
amount of $236,238 was transferred to OREO.

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.  Amounts due according to the
contractual  terms  include  both  principal  and  interest.   The  Company  has
determined  that the  definition of impaired loans will include any loans placed
on nonaccrual  status and any loans which have had a modification of terms under
troubled  debt  restructuring.  Loans in the amount of  $300,000 or more will be
evaluated individually.  Large groups of smaller-balance homogenous loans, under
$300,000,  will be evaluated on a composite basis using historical data, such as
average  recovery  period and average amount  recovered,  along with a composite
rate of  interest as a means of  measuring  for  impairment.  Loans that are not
evaluated individually will be grouped together by similar risk characteristics.
The following  categories will be grouped  together:  Agricultural,  Commercial,
Real Estate Construction, Residential Real Estate, Consumer, and Commercial Real
Estate loans.

Loan  impairment is measured by estimating the present value of expected  future
cash flows  discounted at the loan's  effective  interest  rate,  its observable
market  price,  or the  fair  value  of  collateral  if the  loan is  collateral
dependent.  When it has been  substantiated that a loss is evident and should be
recognized,  the impaired  loan will be charged off. The recorded  investment in
these  loans  and the  valuation  allowance  for  loan  losses  related  to loan
impairment are as follows:

- --------------------------------------------------------------------------------
                            March 31,                               December 31,
                              1996                                      1995
- --------------------------------------------------------------------------------
Principal amount of                       Principal amount of 
impaired loans.............$ 2,012,779    impaired loans.............$ 2,840,637
Accrued Interest ..........      1,051    Accrued Interest...........        267
Deferred loan costs .......        615    Deferred loan costs........      1,408
                           -----------                               -----------
                             2,014,445                                 2,842,312
Less valuation allowance ..    273,409    Less valuation allowance..     334,981
                           -----------                               -----------
    Total carrying value ..$ 1,741,036        Total carrying value..$  2,507,331
                           ===========                               ===========

Valuation allowance at                    Valuation allowance at 
beginning of period .......$   334,981    beginning of period...... $         0
Net charges to operations                 Net charges to operations     
for impairment  ...........    (61,572)   for impairment...........     334,981
Direct write-downs ........          0    Direct write-downs.......           0
Recoveries ................          0    Recoveries...............           0
                           -----------                              -----------
Valuation allowance at                    Valuation allowance at
end of period..............$   273,409    end of period............ $   334,981
                           ===========                              ===========
<PAGE>


                             DELTA NATIONAL BANCORP

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996

NOTE E - RELATED PARTY TRANSACTIONS

The Bank, in the ordinary course of business,  makes loans and receives deposits
from its directors and  stockholders.  The following sets forth  information for
all directors and officers (and their  families) who had loans with the bank, or
who were otherwise indebted to the Bank in an amount in excess of $60,000.

In 1991 the Bank  extended  credit to Valerie  Salas,  daughter of Andrew Rossi,
President,  Chief  Executive  Officer and  Director of the Company and sister of
Toinette  Rossi,  Vice  President/Manager  and Director of the  Company,  in the
amount of $16,595. As of March 31, 1996, the principal balance owing was $7,096.
This loan is  unsecured  and bears  interest  at a fixed rate of 13%.  This loan
matures on April 23, 1997.

In 1995,  the Bank  funded an  unsecured  line of credit to John  Rossi,  son of
Andrew Rossi, President, Chief Executive Officer and Director of the Company and
sister of Toinette Rossi, Vice President/Manager and Director of the Company, in
the amount of  $303,250.  On March 31, 1996,  the  principal  balance  owing was
$200,000. This loan bears interest at the Bank's reference rate plus 2.5% and is
scheduled to mature November 1, 1996.

NOTE F - FORECLOSED REAL ESTATE

Foreclosed real estate owned includes real estate acquired through  foreclosure,
or by obtaining a deed in lieu of foreclosure.  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.  Total  foreclosed real
estate (before the valuation  allowance) was $1,092,405 at March 31, 1996,  this
consisted of four properties,  three of which  represented bare land. The fourth
property is a condominium complex consisting of eight units which were completed
and placed in service as rental units by the Bank.  The  valuation  allowance at
March 31, 1996 totaled $357,205.

- --------------------------------------------------------------------------------
                                March 31, 1996     December 31, 1995
- --------------------------------------------------------------------------------
Real estate owned:
     Foreclosed assets            $1,092,405         $   856,167
     Less valuation allowance        357,205             295,567
- --------------------------------------------------------------------------------
          OREO, net               $  735,200         $   560,600
- --------------------------------------------------------------------------------

Changes in the allowance for losses for  foreclosed  real estate for the periods
ending March 31, 1996 and December 31, 1995 are as follows:

- --------------------------------------------------------------------------------
                                          March 31, 1996       December 31, 1995
- --------------------------------------------------------------------------------
     Balance at January 1,                $     295,567          $     257,644
     Provision charged to operations             61,638                 37,923
     Charge-offs, net of recoveries                   0                      0
- -------------------------------------------------------------------------------
     Balance at end of period             $     357,205          $     295,567
- --------------------------------------------------------------------------------
<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

FINANCIAL REVIEW

PERFORMANCE SUMMARY

The following  discussion is intended to provide  information  to facilitate the
understanding  and  assessment of  significant  changes in trends related to the
financial condition of Delta National Bancorp ("the Company") and its results of
operations.  It  should  be read in  conjunction  with the  unaudited  financial
statements and footnotes appearing elsewhere in this report.

At March 31,  1996,  the  Company's  total  assets were  $91,778,039,  net loans
amounted to $46,203,295,  stockholders' equity was $10,073,184 and the allowance
for loan losses was  $1,188,429.  This compares to total assets of  $94,924,333,
net loans of $46,519,819,  stockholders'  equity of $9,771,029 and allowance for
loan losses of $1,219,304 at December 31, 1995.

Net income for the first three  months of 1996  amounted to $321,364 or $.85 per
share, as compared with $208,482 or $.55 per share earned for the same period in
1995.  A  significant  portion of the increase in net income from a year ago was
due to increased  interest  income  earned on  securities  and a decrease in the
provision for loan losses.

The carrying value of nonaccrual loans at quarter end amounted to $870,884, down
from  $1,694,556 at December 31, 1995.  One large  commercial  loan makes up the
major  portion of the  nonaccrual  loans.  At March 31, 1996,  other real estate
owned ("OREO") (net of the valuation  allowance)  totaled $735,200 compared with
OREO of $560,600 at December 31, 1995.  Restructured  loans,  loans  outstanding
whose original terms have been modified,  totaled  $1,143,561 at March 31, 1996,
which  consisted of one real estate loan  compared to $l,147,775 at December 31,
1995.

There was a decrease in the provision for loan losses of ($61,571) compared to a
$100,000  accrual  for the same  period in 1995.  Net  charge-offs  continue  to
decrease in 1996 over the previous year. Net  (charge-offs)/recoveries  amounted
to $30,696 for the first three months of 1996 versus  $4,733 for the same period
in 1995.

Net interest income was $1,278,556 at March 31, 1996, compared to $1,176,484 for
March 31, 1995. Net interest income  increased due to increased  interest income
on securities.

Non-interest  income  amounted  to $217,988  as of March 31,  1996,  compared to
$185,908 for March 31,1995.  Income  related to the service  charges on deposits
increased  $12,082  while other income  increased  $45,634.  This  represents an
increase of 17.3% in other income.

Operating expenses amounted to $1,014,279 in the first quarter of 1996, compared
to $927,784 in the first quarter of 1995 which represents a 9.3% increase.  FDIC
assessments decreased significantly in 1996 while professional fees and salaries
and wages increased due to normal operating expenditures.
<PAGE>

EARNINGS PERFORMANCE

Net Income:  Net income for the first three months of 1996  amounted to $321,364
or $.85 per share,  as compared  with  $208,482 or $.55 per share earned for the
same period in 1995. A significant  portion of the increase in net income from a
year  ago was due to  increased  interest  income  earned  on  securities  and a
decrease in the provision for loan losses.

Net Interest  Income:  The Company's  operating  results depend primarily on net
interest  income. A primary factor affecting the level of net interest income is
the Company's interest rate margin between the yield earned on  interest-earning
assets  and  the  rate  paid  on  interest-bearing  liabilities  as  well as the
difference between the relative amounts of average  interest-earning  assets and
interest-bearing  liabilities.  Net interest income increased 8.6% to $1,278,556
for the quarter  ending March 31, 1996 compared to $1,176,484 at March 31, 1995.
Net interest income increased primarily due to increased income on securities.

Provision for Loan Losses: The provision for loan losses totaled ($61,571) as of
March 31,  1996,  compared  to a  $100,000  accrual  as of March 31,  1995.  The
decrease in the  provision in 1996 was  primarily  due to an impaired loan which
was transferred to Other Real Estate Owned. The corresponding provision for this
loan was transferred to the valuation allowance for OREO. The provision for loan
losses  reflects  management's  on-going  evaluation of the risk inherent in the
loan  portfolio,  which  includes  consideration  of numerous  factors,  such as
economic conditions,  relative risks in the loan portfolio, loan loss experience
and review and monitoring of individual loans for  identification and resolution
of potential problems.

Non-Interest  Income:  Non-interest  income  amounted to $217,988  for the first
three  months of 1996,  up from  $185,908 in 1995.  Service  charges on deposits
increased  approximately  10.4%  in 1996  due to the  increase  in  non-interest
bearing demand deposits.

- --------------------------------------------------------------------------------
                                             March 31, 1996    March 31, 1995
(In thousands)
- --------------------------------------------------------------------------------
Service charges on deposit accounts.....        $127,894         $115,812
Gain on sale of OREO ...................             144           25,780
Gain on sale of fixed assets............               0                0
Other income ...........................          89,950           44,316
- --------------------------------------------------------------------------------
    Total ..............................        $217,988         $185,908
- --------------------------------------------------------------------------------

Non-Interest  Expense:  Non-interest  expense  amounted to  $1,014,279  in 1996,
compared to $927,784 in 1995. FDIC assessments  decreased  significantly in 1996
while professional fees and salaries and wages increased due to normal operating
expenditures.

- --------------------------------------------------------------------------------
                                                March 31, 1996    March 31, 1995
(In thousands)
- --------------------------------------------------------------------------------
Salaries and wages ........................     $  465,862        $  409,483
Employee benefits ..........................        55,587            57,292
Occupancy and equipment ....................       173,611           161,243
Stationary and supplies ....................        13,182            16,056
Professional fees ..........................        45,070            26,710
Assessments ................................        10,253            53,748
Other operating ............................       249,653           191,564
Loss on sale of OREO .......................             0                 0
Loss on sale of fixed assets ...............         1,061            11,688
Loss on sale of available-for-sale security.             0                 0
- --------------------------------------------------------------------------------
    Total ..................................    $1,014,279        $  927,784
- --------------------------------------------------------------------------------
<PAGE>


ASSET LIABILITY MANAGEMENT

Liquidity:  For the  Company,  as with  most  commercial  banking  institutions,
liquidity  is  the  ability  to  roll  over  substantial   amounts  of  maturing
liabilities   and  to  acquire  new   liabilities  at  levels   consistent  with
management's  financial  targets.  During the first  three  months of 1996,  the
Company  continued to maintain a high level of  liquidity.  Highly liquid assets
consist of cash,  deposits placed with banks,  Federal funds sold and securities
available for sale. At quarter end, the Bank had a liquidity ratio of 23.69%.

Interest  Rate  Sensitivity  Management:  The  primary  objectives  of the asset
liability  management  process  are to  provide a stable  net  interest  margin,
generate net  interest  income to meet the  Company's  earnings  objectives  and
manage balance sheet risks. These risks include liquidity risk, capital adequacy
and overall interest rate risk inherent in the Company's balance sheet. In order
to manage its interest rate sensitivity,  the Company has adopted policies which
attempt to limit the change in pre-tax  net  interest  income  assuming  various
interest  rate  scenarios.  This is  accomplished  by  adjusting  the  repricing
characteristics  of the  Company's  assets and  liabilities  as  interest  rates
change.   The  Company's  Asset  Liability   Committee  chooses   strategies  in
conformance  with its  policies  to achieve  an  appropriate  trade off  between
interest rate  sensitivity and the volatility of pre-tax net interest income and
net interest margin.

The following table sets out the maturity and rate  sensitivity of the Company's
interest-earning  assets and interest -bearing liabilities as of March 31, 1996.
The  cumulative  interest  sensitivity  gap  ("gap") as  reflected  in the table
represents the difference between  interest-earning  assets and interest-bearing
liabilities  maturing or  repricing,  whichever is earlier,  at a given point in
time and is not necessarily indicative of the position on other dates.

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------
                                                 0 - 30    31 - 90     3 - 6     6 - 12     1 - 5      Over 5
(In Thousands)                                    Days      Days       Months    Months     Years      Years      Total
- -------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>        <C>       <C>        <C>     
Earning Assets:
    Fed funds sold ..........................   $ 4,800    $   --     $    --    $    --    $    --   $    --    $  4,800
    Deposit accounts with other banks........       622        --          --         --         --        --         622
    Securities: (3)
        U. S. government agencies............        --     17,495     13,263        500         --        25      31,283
        Municipals ..........................        --        220        410        280         --       391       1,301
        Corporate bonds (6) .................       700         --         --         --         --        --         700
- -------------------------------------------------------------------------------------------------------------------------
    Total securities ........................   $   700    $17,715    $13,673    $   780    $    --   $   416    $ 33,284
- ------------------------------------------------------------------------------------------------------------------------- 
    Loans: (1)...............................        
        Commercial - fixed ..................   $ 2,381    $   501    $ 1,168    $   619    $ 2,625   $   167    $  7,461
        Commercial - variable (2)............    14,589         --         --         --         --        --      14,589
        Real estate - fixed .................        --         --         --        811      1,855       414       3,080
        Real estate - variable...............    20,467         --         --         --         --        --      20,467
        Installment (4) .....................        21         31         31         93      1,182        --       1,358
- -------------------------------------------------------------------------------------------------------------------------
    Total loans .............................   $37,458    $   532    $ 1,199    $ 1,523    $ 5,662   $   581    $ 46,955
- -------------------------------------------------------------------------------------------------------------------------
    Total assets ............................   $43,580    $18,247    $14,872    $ 2,303    $ 5,662   $   997    $ 85,661
- -------------------------------------------------------------------------------------------------------------------------
Source of Funds:
    Deposits:
        Interest-bearing
        demand deposits .....................   $14,616    $    --    $    --    $    --    $    --   $    --    $ 14,616
        Time deposits greater than $100,000..     4,220      5,882      7,338      5,592      1,673        --      24,705
        Time deposits less than $100,000.....     1,033      2,967      2,749      2,365      1,578        --      10,692
        Passbook time deposits - variable ...     7,614         --         --         --         --        --       7,614
        Savings (5) .........................      --        9,704         --         --         --        --       9,704
- -------------------------------------------------------------------------------------------------------------------------   
    Total deposits ..........................   $27,483    $18,553    $10,087    $ 7,957    $ 3,251   $    --    $ 67,331
- ------------------------------------------------------------------------------------------------------------------------- 
    Total liabilities .......................   $27,483    $18,553    $10,087    $ 7,957    $ 3,251   $    --    $ 67,331
- ------------------------------------------------------------------------------------------------------------------------- 
    Gap .....................................   $16,097    $  (306)   $ 4,785    $(5,654)   $ 2,411   $   997    $ 18,330
- -------------------------------------------------------------------------------------------------------------------------
    Cumulative interest sensitivity gap .....   $16,097    $15,791    $20,576    $14,922    $17,333   $18,330    $ 18,330
                                                                
- -------------------------------------------------------------------------------------------------------------------------
<FN>
(1)   Non-accruing loans not yet charged off are included in the loan balance.
(2)  Overdrafts are not included in the loan balance.
(3)  Securities are stated at amortized cost.
(4)  Credit Cards are not included in the loan balance.
(5)  IRA's and Christmas Club accounts are not included in the balance.
(6)  FRB stock is not included in the balance.
</FN>
</TABLE>
<PAGE>

The gap is considered positive when the amount of interest rate sensitive assets
which  reprice  over a given time period  exceeds  the amount of  interest  rate
sensitive  liabilities which reprice over the same time period and is considered
negative when the reverse is true.  During a period of rising  interest rates, a
positive gap tends to result in increased  net interest  income while a negative
gap would have an adverse affect on net interest  income.  As illustrated by the
table,  the Company  maintained a positive  gap at March 31, 1996.  The Company,
therefore,  was asset  sensitive and was  positioned  for increased net interest
income given a rise in interest rates in 1996. The degree of positive gap is not
so large that a  significant  detrimental  impact  would  result  from stable or
declining interest rates.


BALANCE SHEET ANALYSIS

Cash and Due from Banks: Cash and due from banks for the quarter ended March 31,
1996 was $3,187,008,  down 26% from $4,330,351 at December 31, 1995 due to lower
cash balance requirements.

Securities: The fair value of available-for-sale securities totaled $12,543,255,
compared to $12,926,352 at December 31, 1995. The decrease in available-for-sale
securities  was primarily due to  investments  that matured during the year. New
securities   purchased  in  the  first  quarter  of  1996  were  placed  in  the
held-to-maturity category due to the Banks intent to hold these funds until they
mature. As of March 31, 1996,  available-for-sale  securities made up 37% of the
securities  portfolio  while  held-to-maturity  securities  made  up  63% of the
portfolio.  The majority of the securities are variable at 92% of the securities
portfolio and 8% are fixed rate.

The  securities   portfolio   consisted  primarily  of  U.S.  government  agency
securities,   municipals   and  one  corporate   bond.  The  amortized  cost  of
held-to-maturity  securities  totaled  $20,840,154  at quarter  end  compared to
$20,351,537 at December 31, 1995.

The  following  table shows the  amortized  cost (book  value) of the  Company's
portfolio of available-for-sale and held-to-maturity  securities for the periods
ending March 31,1996 and December 31, 1995:


- --------------------------------------------------------------------------------
 (In thousands)                             March 31, 1996  December 31, 1995
- --------------------------------------------------------------------------------
Available-for-sale:
    U. S. Treasury .........................   $        --   $        --
    U. S. government agencies ..............    11,838,705    12,188,734
    States & political subdivisions ........       605,423       605,656
    Corporate bonds and other ..............        55,350        55,350
                                               -----------   -----------
        Total ..............................   $12,499,478   $12,849,740
                                               ===========   ===========
Held-to-maturity:
    U. S. Treasury .........................   $        --   $        --
    U. S. government agencies ..............    19,444,427    18,252,276
    States & political subdivisions ........       695,386       695,578
    Corporate bonds and other ..............       700,341     1,403,683
                                               -----------   -----------
        Total ..............................   $20,840,154   $20,351,537
                                               ===========   ===========
<PAGE>


The  following  tables show the  amortized  cost (book value) and  maturities of
securities at March 31, 1996 and the weighted average yields (1).
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                               Securities/Maturities - March 31, 1996
                        
                                                     After 1 but          After 5 but
                              Within 1 year        Within 5 Years       Within 10 Years       After 10 Years
                             Amount      Yield     Amount     Yield     Amount     Yield     Amount      Yield
- -----------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>    <C>           <C>    <C>           <C>      <C>           <C>  
Available-for-sale:
    U. S. Treasury          $        --      --    $       --     --   $        --     --     $       --      --
    U.S. government
    agencies .............    2,698,722    4.51%    1,683,773   6.88%    7,456,210   6.42%            --      --
    States & political
    subdivisions (2)......      215,043    6.44%           --     --            --     --        390,380   13.50%
    Corporate bonds(2)(3).           --      --            --     --            --     --             --      --
 ----------------------------------------------------------------------------------------------------------------
        Total.............  $ 2,913,765    4.65%  $ 1,683,773   6.88%  $ 7,456,210   6.42%    $  390,380   13.50%
- -----------------------------------------------------------------------------------------------------------------
Held-to-maturity:
    U. S. Treasury          $        --      --   $        --     --   $        --     --     $       --      --
    U.S. government
    agencies .............       13,940    7.25%    3,289,037   8.09%   13,880,885   7.53%      2,260,565   7.94%
    States & political
    subdivisions (2)......      695,386    5.07%           --     --            --     --              --     --
    Corporate bond(2).....      700,341    4.64%           --     --            --     --              --     --
- -----------------------------------------------------------------------------------------------------------------
        Total ............  $ 1,409,667    4.88%  $ 3,289,037   8.09%  $13,880,885   7.53%    $ 2,260,565   7.94%
- -----------------------------------------------------------------------------------------------------------------
<FN>
(1)  Yields are calculated on a tax equivalent basis using the Federal statutory
     rate of 34%.
(2)  There were no securities which exceeded 10% of stockholders' equity.
(3)  Federal Reserve Stock not included in balance.
</FN>
</TABLE>


Loan  Composition:  The loan  portfolio  totaled  $46,203,297  at March 31, 1996
compared to  $46,519,819  at December  31,  1995.  There was a slight shift from
commercial  loans to real estate  construction  and real estate  mortgage loans.
Total gross  loans  decreased  less than 1% in the first  three  months of 1996.
Consumer  loans  continue  to  decline  due  to   recessionary   influences  and
competition. The composition of the Bank's loan portfolio is as follows:

- --------------------------------------------------------------------------------
                                           Percentage                 Percentage
                                March 31,   of Total    December 31,   of Total
                                  1996       Loans         1995          Loans
- --------------------------------------------------------------------------------
Commercial, financial and
agricultural................  $22,052,682     46.08%    $22,755,013       47.30%
Real Estate - construction..    9,751,240     20.38%      9,175,475       19.10%
Real Estate - mortgage......   14,104,579     29.48%     14,090,502       29.30%
Installment loans to
individuals.................    1,944,843      4.06%      2,073,749        4.30%
- --------------------------------------------------------------------------------
                              $47,853,344    100.00%    $48,094,739      100.00%
Unearned discount ..........      (75,816)                  (80,189)
Allowance for possible
loan losses.................   (1,188,429)               (1,219,304)
Deferred loan fees .........     (290,512)                 (275,427)
Deferred profit on OREO
Sales(2)....................      (95,290)                        -
- --------------------------------------------------------------------------------
    Loans, net .............  $46,203,297               $46,519,819
- --------------------------------------------------------------------------------
(1)  There were no lease financing or foreign loans
(2)  Audited financial statements for December 31, 1995 do not include Deferred
     profit on OREO sales  due to not being material in amount.

<PAGE>


The Bank's customers are primarily  located in Stanislaus County and San Joaquin
County.  Approximately  50%  of  the  Bank's  loans  are  for  real  estate  and
construction  and  approximately  46%  of  the  Bank's  loans  are  for  general
commercial uses including professional, retail, agricultural and small business.
Generally  real estate  loans are secured by real  property and  commercial  and
other  loans are  secured by funds on  deposit,  business  or  personal  assets.
Repayment is generally  expected  from the proceeds of the sales of property for
real estate  construction  loans,  and from cash flows of the borrower for other
loans.

Neither  the  Bank  or  the  regulators  have  placed  any  limitations  on  the
composition of the Bank's loan portfolio.  There were no concentrations of loans
exceeding 10% of total loans which were not otherwise disclosed as a category of
loans in the above table.  Unsecured loans are not a significant  portion of the
loan portfolio depicted in the above table. There were no other interest bearing
assets at the end of the period.

The Bank has collateral  management policies in place so that collateral lending
of all types is on a basis  which it  believes  is  consistent  with  regulatory
lending  standards.  Valuation  analyses are utilized to take into consideration
the  potentially   adverse  economic   conditions  under  which  liquidation  of
collateral could occur. It is generally the Bank's policy to fully collateralize
all loans with  loan-to-value  ratios  determined  on an  individual  loan basis
taking into account the  financial  stability of each borrower and the value and
type of the collateral.


Allowance  for Loan  Losses:  The  provision  for  loan  losses  is  based  upon
management's  evaluation  of the  adequacy of the existing  allowance  for loans
outstanding.  These evaluations take into  consideration such factors as changes
in the nature and  volume of the  portfolio,  overall  portfolio  quality,  loan
concentrations,  specific loan problems and current economic conditions that may
affect  the  borrower's  ability  to repay.  The  allowance  for loan  losses is
increased by provisions  charged to expense and reduced by loan  charge-offs net
of  recoveries.  Early  recognition  of  problem  credits is  critical  to avoid
shortages in the allowance.  The allowance for loan losses totaled $1,188,429 or
2.48% of total gross loans at March  31,1996  compared to $1,219,304 or 2.54% of
total gross loans at December  31, 1995.  The increase in the  allowance in 1995
was  primarily a response to the current state of the dairy  industry  which had
somewhat  deteriorated.  One dairy loan in particular accounts for a significant
portion of the allowance for loan losses.

The provision for loan losses is a product of the Bank's allowance for loan loss
methodology that reflects the potential losses in the loan portfolio. The Bank's
conservative lending philosophy allows this provision to be quite manageable. Of
particular  importance  is the three year trend of  decreasing  net  charged off
loans which reflects  strong  management of the loan  portfolio.  Loans totaling
$8,664  were  charged  off  during  the  period and  $39,360  was  collected  in
recoveries.  Loans  charged  off totaled  $112,366  as of December  31, 1995 and
$108,234 was collected in recoveries.

Total loans classified for regulatory purposes as loss,  doubtful,  substandard,
or special mention (including  nonaccrual loans and troubled debt restructuring)
at March 31, 1996 were  $8,132,937.  At December 31, 1995 total loans classified
for regulatory  purposes was $9,189,084.  Of the total  classified,  none of the
loans were  classified  as doubtful at the end of March 31, 1996 or December 31,
1995.  Management  is not  aware of any other  material  credit  which  there is
serious  doubt  regarding  the  ability to repay other than those  reflected  in
classified loans and in the allowance for possible loan losses.
<PAGE>


Non-Accrual  Loans,  Restructured  Loans  and  Real  Estate  Owned:  Information
regarding  non-accrual loans, past due loans and restructured loans is presented
below.


- ------------------------------------------------------------------ -------------
                                         March 31, 1996      December 31, 1995
- ------------------------------------------------------------------ -------------
Non-accrual loans: (1)
    Commercial loans ..............      $   612,909          $ 1,200,342
    Real estate loans .............          257,975              494,214
    Consumer loans ................               --                   --
- --------------------------------------------------------------------------------
        Total non-accrual loans ...      $   870,884          $ 1,694,556
- --------------------------------------------------------------------------------
Loans past due 90 days or more
still accruing interest............      $        --          $       --
- --------------------------------------------------------------------------------
Troubled debt restructuring .......      $ 1,141,895          $ 1,146,080
- --------------------------------------------------------------------------------
(1)   Principal balance only


Non-accrual  loans at quarter end amounted to $870,884,  down from $1,694,556 at
December 31,  1995.  One large  agricultural/commercial  loan makes up the major
portion of the  non-accrual  loans.  Gross interest  income that would have been
recorded  for  non-accrual  loans if loans had been current in  accordance  with
original  terms  and  had  been  outstanding  throughout  the  period  or  since
origination  for year to date  1996  and  December  31,  1995  was  $28,550  and
$115,869,  respectively. There was no interest income included in net income for
the period for non-accrual  loans.  There were no loans past due 90 days or more
which were still accruing interest.

Management  is  constantly  aware  of  the  need  for  maintaining  high  credit
standards.  The Company is not involved in foreign lending and is not engaged in
high yield,  high risk loans. A loan is placed on nonaccrual  status when either
principal or interest is in default for 90 days more, or when  external  factors
indicate that payment in full of principal and interest  appears unlikely unless
the loan is well secured and in the process of collection. When a loan is placed
on nonaccrual status,  all interest  previously accrued but uncollected shall be
reversed against the appropriate  income account.  In most cases, if the loan is
rated  substandard  or better,  payments  shall be applied to interest first and
then principal  provided no loss is anticipated.  If a loss is anticipated,  all
payments shall be applied to principal first and then interest. When one loan of
a customer is placed on nonaccrual  status related  borrowings will be evaluated
as to whether they should also be placed on nonaccrual status.  Nonaccrual loans
will be restored to an accruing  status when principal and interest is no longer
past due and  unpaid,  or the loan  otherwise  becomes  well  secured and in the
process of collection.

A troubled debt restructuring occurs when the Bank for economic or legal reasons
related to the  debtor's  financial  difficulties,  grants a  concession  to the
debtor that it would not ordinarily  consider.  Troubled debt  restructuring can
occur in a variety of forms,  such as  transferring  assets in a full or partial
settlement of the debt,  issuing debt, or modifying terms including reducing the
stated  interest rate,  extending  maturity  dates,  reducing the face amount or
maturity of the debt, or reducing accrued interest.  Restructured  loans totaled
$1,143,561  at  March  31,  1996  and  $1,147,775  at  December  31,  1995.  All
restructured loans were current as to principal and interest.
<PAGE>

FUNDING SOURCES

Deposits:  Total deposits  amounted to $81,208,093 as of March 31, 1996 compared
to  $84,839,377  at December 31, 1995 a decrease of 4.3 %. The decrease  between
December 31, 1995 and March 31, 1996 was primarily due to falling  deposit rates
in the savings category.  The Bank currently has a savings product which is tied
to the prime rate.  As the prime rate  decreases,  as it has in the last several
months, deposits are redistributed to time deposits or move out of the bank.
Historically, the Bank retains 90% or more of its deposits.

Non-interest bearing demand deposits averaged approximately $13,328,474 at March
31, 1996 and  $12,786,000  at  December  31,  1995.  Interest  bearing  deposits
averaged  approximately  $69,352,951 at quarter end and  $68,793,000 at year end
December 31, 1995.

- --------------------------------------------------------------------------------
                                      March 31, 1996         December 31, 1995
- --------------------------------------------------------------------------------
                                    Average     Average     Average    Average
                                    Balance      Rate       Balance     Rate
- --------------------------------------------------------------------------------
Interest bearing deposits
         Checking accounts......  $14,231,276    1.69%   $14,368,972    2.12%
         Savings ...............   19,025,823    3.71%    21,271,869    3.91%
         Time deposits (1)......   36,095,852    3.72%    33,152,076    5.59%
Non-interest bearing deposits...   13,328,474             12,786,029
- --------------------------------------------------------------------------------
(1)   Included at March 31, 1996 are $24,704,967 in time certificates of
      $100,000 or more, of which $10,101,542 matures in 3 months or less,
      $7,338,257 matures in 3 to 6 months, $5,592,111 matures in 6 to 12 months,
      and $1,673,057 matures in more than 12 months.

Other Borrowings:  There were no other borrowings as of March 31, 1996 or
December 31, 1995.

Capital:  Retained  earnings from  operations has been the primary source of new
capital  for  the  Company.  As of  March  31,  1996  stockholders'  equity  was
$10,073,184,  compared to $9,771,029  at year-end  1995.  Risk-adjusted  capital
guidelines,  issued by bank regulatory agencies, assign risk weighting to assets
and off-balance sheet items and place increased  emphasis on common equity.  The
guidelines  require  adequately  capitalized  institutions  to maintain a Tier I
(core) capital ratio of 4% and a combined Tier I and

Tier II capital ratio of 8%.  Institutions whose Tier I and total capital ratios
meet or exceed 6% and 10%, respectively,  are deemed to be well capitalized. For
the Company, Tier I capital consists of common stockholders' equity. In addition
to the risk-weighted ratios, all banks are expected to maintain leverage ratios,
to be  determined on an  individual  basis,  but not below a minimum of 3%. This
ratio is defined as Tier I capital to average  total  assets for the most recent
quarter. At March 31, 1996, the Company exceeded its capital requirements. Based
on  the  guidelines,  the  Bank's  Tier  I  and  combined  Tier  I and  Tier  II
risk-weighted  ratios at March 31, 1996 and  December  31, 1995 and 1994 were as
follows:

- --------------------------------------------------------------------------------
                                  Minimum    March 31, December 31, December 31,
                                              1996         1995         1994
- --------------------------------------------------------------------------------
Risk Based Capital Ratio .......   8.00%      18.95%      18.14%      15.47%
Tier I Ratio ...................   4.00%      17.69%      16.88%      14.49%
Leverage Ratio .................   3.00%      10.52%      10.02%       9.92%
- --------------------------------------------------------------------------------
<PAGE>



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

Item 5 - Other Information - No Change.

Item 6 - Exhibits and Reports on Form 8-K

         a)       Exhibits

                  Registrant's   Articles  of   Incorporation   and  Bylaws  are
                  furnished by way of incorporation by reference to Exhibit 3 to
                  registrant's  registration  statement  on Form S-14,  as filed
                  under the  Securities  Act of 1933 on  September  10, 1982 and
                  declared effective on October 8, 1982.

                  Plan of Reorganization and Agreement of Merger is furnished by
                  reference  to  registrant's  Form  S-14  as  filed  under  the
                  Securities  Act of 1933 on September 10, 1982 and effective on
                  October 8, 1982.

         b)       Reports on Form 8-K

                  The registrant did not file any reports on Form 8-K during the
                  period ending March 31, 1996

<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:       May 5, 1996                     /s/ Andrew Rossi
                                            Andrew Rossi
                                            President/Chief Executive Officer
                                            Director
                                            (Principal Executive Officer)



DATE:       May 5, 1996                     /s/ Warren E. Wegge
                                            Warren E. Wegge
                                            Executive Vice President
                                            (Principal Financial Officer)




DATE:       May 5, 1996                     /s/ Toinette Rossi
                                            Toinette Rossi
                                            Vice President and Manager
                                            Director



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                          0
                                    0
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