FORM 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

For Quarter Ended March 31, 2000                 Commission File Number: 1-10394

                               CVB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

         California                                    95-3629339
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

701 North Haven Ave, Suite 350, Ontario, California             91764
     (Address of Principal Executive Offices)                  (Zip Code)

(Registrant's telephone number, including area code)           (909) 980-4030

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

Number of shares of common stock of the registrant: 25,000,093 outstanding as of
                                  April 1, 2000.

 This Form 10-Q contains 27 pages. Exhibit index on page 25.

                         PART I - FINANCIAL INFORMATION
                      CVB FINANCIAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           dollar amounts in thousands

                                                       March 31,           December 31,
                                                         2000                 1999
                                                      (unaudited)
                                                                    
ASSETS
Investment securities available-for-sale              $       911,054     $           877,332
Loans and lease finance receivables, net                      927,927                 935,791
                                                      ----------------    --------------------
     Total earning assets                                   1,838,981               1,813,123
Cash and due from banks                                        98,828                 118,360
Premises and equipment, net                                    27,638                  27,726
Other real estate owned, net                                      520                     703
Goodwill and intangibles                                        8,156                   8,452
Accrued interest receivable                                    12,257                  11,454
Other assets                                                   29,780                  30,939
                                                      ----------------    --------------------
      TOTAL                                           $     2,016,160     $         2,010,757
                                                      ================    ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Deposits:
     Noninterest-bearing                              $       601,165     $           649,821
     Interest-bearing                                         859,321                 851,252
                                                      ----------------    --------------------
                                                            1,460,486               1,501,073
   Demand note issued to U.S. Treasury                            536                  16,951
   Federal Funds Purchased                                     28,000                  23,000
   Repurchase Agreement                                       355,000                 300,000
   Other liabilities                                           26,964                  28,963
                                                      ----------------    --------------------
                                                            1,870,986               1,869,987
Stockholders' Equity:
   Preferred stock (authorized, 20,000,000 shares
      without par; none issued or outstanding)                      0                       0
   Common stock (authorized, 50,000,000 shares
      without par; issued and outstanding
      24,998,881 and 24,716,832)                              107,440                 105,304
   Retained earnings                                           56,674                  51,857
   Accumulated other comprehensive loss                       (18,940)                (16,391)
                                                      ----------------    --------------------
                                                              145,174                 140,770
                                                      ----------------    --------------------
      TOTAL                                           $     2,016,160     $         2,010,757
                                                      ================    ====================

See accompanying notes to the consolidated financial statements.

                                       2

                      CVB FINANCIAL CORP. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (unaudited)
                  dollar amounts in thousands, except per share

                                                        For the Three Months
                                                           Ended March 31,
                                                           2000            1999
                                                     --------------   -------------
                                                                
Interest income:
  Loans, including fees                               $     21,257    $     18,519
  Investment securities:
     Taxable                                                11,801          10,447
     Tax-advantaged                                          2,264           1,247
                                                     --------------   -------------
            Total investment income                         14,065          11,694
  Federal funds sold and interest bearing
     deposits with other financial institutions                  2             468
                                                     --------------   -------------
            Total interest income                           35,324          30,681
Interest expense:
  Deposits                                                   6,864           6,247
  Other borrowings                                           5,250           3,035
                                                     --------------   -------------
            Total interest expense                          12,114           9,282
                                                     --------------   -------------
    Net interest income                                     23,210          21,399
Provision for credit losses                                    900             670
                                                     --------------   -------------
    Net interest income after
       provision for credit losses                          22,310          20,729
Other operating income:
   Service charges on deposit accounts                       2,646           2,516
   Loss on sale of securities                                  (74)              0
   Gains on sale of other real estate owned                    223               0
   Trust services                                            1,041           1,030
   Other                                                       878             957
                                                     --------------   -------------
            Total other income                               4,714           4,503
Other operating expenses:
   Salaries and employee benefits                            7,514           7,543
   Occupancy                                                 1,375           1,317
   Equipment                                                 1,270           1,254
   Professional services                                     1,121           1,352
   Other                                                     3,065           3,713
                                                     --------------   -------------
            Total operating expenses                        14,345          15,179
                                                     --------------   -------------
Earnings before income taxes                                12,679          10,053
Provision for income taxes                                   4,823           3,788
                                                     --------------   -------------
    Net earnings                                      $      7,856    $      6,265
                                                     ==============   =============

Basic earnings per common share                       $       0.32    $       0.26
                                                     ==============   =============
Diluted earnings per common share                     $       0.31    $       0.25
                                                     ==============   =============

Cash dividends per common share                       $       0.12    $       0.09
                                                     ==============   =============

See accompanying notes to the consolidated financial statements.

                                       3

                      CVB FINANCIAL CORP. AND SUBSIDIARIES
                         STATEMENT OF CHANGES IN EQUITY
                                  (unaudited)
                          dollar amounts in thousands

                                                                                                       Accumulated
                                                                                                          Other
                                                                       Comprehensive      Retained    Comprehensive       Common
                                                            Total         Income          Earnings        Income           Stock
                                                         -----------  --------------   -------------  --------------   -------------
                                                                                                          
Beginning balance, January 1, 1999                       $  139,430                      $  35,517       $   1,348       $  102,565
Comprehensive income
  Net Income                                                 25,960    $     25,960         25,960
  Other comprehensive income, net of tax
     Unrealized gains (losses) on securities, net of
         reclassification adjustment (see disclosure)       (17,739)        (17,739)                       (17,739)
                                                                      --------------
Comprehensive income                                                   $      8,221
                                                                      ==============
Common Stock issued                                           2,739                                                           2,739
Repurchase of Common Stock                                        0
Tax benefit from exercise of stock options                      221                            221
Dividends declared on common stock                           (9,841)                        (9,841)
                                                         -----------                   -------------  --------------   -------------
Ending balance, December 31, 1999                           140,770                         51,857         (16,391)         105,304
                                                         -----------                   -------------  --------------   -------------
Comprehensive income

  Net Income                                                  7,856    $      7,856          7,856
  Other comprehensive income, net of tax
    Unrealized gains (losses) on securities, net of
         reclassification adjustment (see disclosure)        (2,549)         (2,549)                        (2,549)
                                                                      --------------
Comprehensive income                                                   $      5,307
                                                                      ==============
Common Stock issued                                           2,136                                                           2,136
Dividends declared on common stock                           (3,039)                        (3,039)
                                                         -----------                   -------------  --------------   -------------
Ending balance, March 31, 2000                           $  145,174                      $  56,674        ($18,940)      $  107,440
                                                         ===========                   =============  ==============   =============

Disclosure of reclassification amount

Unrealized holding gains (losses) arising during period,
net of tax effects of $13,058                                          $    (17,790)
Less:
   Reclassification adjustment for gains included in
      net income, net of tax effects of  $29                                     51
                                                                    ----------------
Net unrealized loss on securities, December 31, 1999                   $    (17,739)
                                                                    ================
Unrealized holding losses arising during period,
net of tax benefit of $1,679                                           $     (2,592)
Less:
   Reclassification adjustment for losses included in
      net income, net of tax benefit of  $31                                     43
                                                                    ----------------
Net unrealized losses on securities, March 31, 2000                    $     (2,549)
                                                                    ================

See accompanying notes to the consolidated financial statements.

                                       4

                      CVB FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                           dollar amounts in thousands

                                                                             For the Three Months
                                                                                Ended March 31,
                                                                             2000             1999
                                                                       ---------------  ---------------
                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
           Interest received                                           $       36,837   $       31,650
           Service charges and other fees received                              4,788            4,388
           Interest paid                                                      (11,743)          (9,436)
           Cash paid to suppliers and employees                               (15,004)         (18,127)
           Income taxes paid                                                   (2,737)          (1,000)
                                                                       ---------------  ---------------
             Net cash provided by operating activities                         12,141            7,475
                                                                       ---------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
           Proceeds from sales of securities available for sale                15,621                0
           Proceeds from maturities of securities available for sale           27,458           49,145
           Proceeds from maturities of securities held to maturity                  0            2,094
           Purchases of securities available for sale                         (82,440)         (54,083)
           Purchases of securities held to maturity                                 0              (43)
           Net decrease (increase) in loans                                     6,964           (8,194)
           Purchase of premises and equipment                                  (1,077)            (718)
           Other investing activities                                            (293)             504
                                                                       ---------------  ---------------
             Net cash used in investing activities                            (33,767)         (11,295)
                                                                       ---------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
           Net (decrease) in transaction deposits                             (35,338)         (18,224)
           Net (decrease) increase in time deposits                            (5,249)           5,741
           Net increase in short-term borrowings                               43,584            7,718
           Cash dividends on common stock                                      (3,039)          (2,290)
           Proceeds from exercise of stock options                              2,136              200
                                                                       ---------------    -------------
             Net cash provided by financing activities                          2,094           (6,855)
                                                                       ---------------    -------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (19,532)         (10,675)
CASH AND CASH EQUIVALENTS, beginning of period                                118,360          174,964
                                                                       ---------------  ---------------
CASH AND CASH EQUIVALENTS, end of period                               $       98,828   $      164,289
                                                                       ===============  ===============

See accompanying notes to the consolidated financial statements.

                                       5

                      CVB FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                           dollar amounts in thousands

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                             2000             1999
                                                                       ---------------  ---------------
                                                                                  
RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
           Net earnings                                                $        7,856   $        6,265
           Adjustments to reconcile net earnings to net cash
              provided by operating activities:
           Loss on sale of investment securities                                   74                0
           Amortization of premiums on investment securities                    2,317              729
           Provisions for loan losses                                             900              670
           Depreciation and amortization                                        1,126              921
           Change in accrued interest receivable                                 (803)             240
           Change in accrued interest payable                                     371             (154)
           Change in other assets and liabilities                                 300           (1,196)
                                                                       ---------------  ---------------
             Total adjustments                                                  4,285            1,210
                                                                       ---------------  ---------------
           NET CASH PROVIDED BY OPERATING ACTIVITIES                   $       12,141   $        7,475
                                                                       ===============  ===============

Supplemental Schedule of Noncash Investing and Financing Activities

           Securities purchased and not settled                        $          980   $        1,640
           Real estate acquired through foreclosure                    $            0   $          756

                                       6

                      CVB FINANCIAL CORP. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

               For the three months ended March 31, 2000 and 1999

1.       Summary of Significant  Accounting  Policies.  See Note 1 of the Notes
         to  Consolidated  Financial  Statements in CVB Financial Corp.'s 1999
         Annual Report on Form 10-K.

         Goodwill resulting from purchase accounting treatment of acquired banks
         is amortized on a straight-line basis over 15 years.

         The Bank accounts for impaired  loans in accordance  with  Statement of
         Financial   Accounting  Standards  ("SFAS")  No.  114,  "Accounting  by
         Creditors  for  Impairment  of a Loan,"  as  amended  by SFAS No.  118,
         "Accounting by Creditors for Impairment of a Loan -- Income Recognition
         and  Disclosures."  Impaired  loans  totaled  $2.7 million at March 31,
         2000.  These  loans were  supported  by  collateral  with a fair market
         value, net of prior liens, of $3.1 million.

2.       Certain  reclassifications  have been made in the 1999 financial
         information to conform to the presentation used in 2000.

3.       In the ordinary course of business, the Company enters into commitments
         to extend credit to its customers.  These commitments are not reflected
         in the accompanying  consolidated financial statements. As of March 31,
         2000, the Company had entered into commitments  with certain  customers
         amounting to $302.8 million  compared to $250.8 million at December 31,
         1999.  Letters of credit at March 31, 2000, and December 31, 1999, were
         $13.0 million and $13.3 million, respectively.

4.       The interim consolidated financial statements are unaudited and reflect
         all  adjustments  and  reclassifications   which,  in  the  opinion  of
         management,  are  necessary  for a fair  statement  of the  results  of
         operations  and  financial   condition  for  the  interim  period.  All
         adjustments and reclassifications are of a normal and recurring nature.
         Results  for the  period  ending  March  31,  2000 are not  necessarily
         indicative  of  results  which may be  expected  for any other  interim
         period or for the year as a whole.

5.       The  actual  number  of  shares  outstanding  at  March  31,  2000  was
         24,998,881. Basic earnings per share are calculated on the basis of the
         weighted  average  number  of shares  outstanding  during  the  period.
         Diluted  earnings per share are calculated on the basis of the weighted
         average  number of shares  outstanding  during the period  plus  shares
         issuable upon the assumed exercise of outstanding common stock options.
         All 1999 per  share  information  in the  financial  statements  and in
         Management's   Discussion  and  Analysis  has  been  restated  to  give
         retroactive  effect to the 5-for-4  stock split  declared  December 15,
         1999 and which was  effective  on January  14,  2000.  The table  below
         presents  the  reconciliation  of  earnings  per share for the  periods
         indicated.

                                       7

                        Earnings Per Share Reconciliation
           (Dollars and shares in thousands, except per share amounts)
                              For the Three Months
                                 Ended March 31,

                                                       2000                                              1999
                              ------------------------------------------------  --------------------------------------------------
                                                     Weighted                                          Weighted
                                    Income        Average Shares    Per Share          Income       Average Shares     Per Share
                                  (Numerator)     (Denominator)      Amount         (Numerator)      (Denominator)      Amount
                              ------------------------------------------------  --------------------------------------------------
                                                                                                      
BASIC EPS
  Income available to
    common stockholders       $        7,856           24,717        $0.32       $       6,265           24,444         $0.26
EFFECT OF DILUTIVE
  SECURITIES
  Incremental shares
    from assumed exercise
    of outstanding options                                559        (0.01)                                 788         (0.01)
                              ------------------------------------------------  -------------------------------------------------
DILUTED EPS
  Income available to
    common stockholders       $        7,856           25,276        $0.31       $       6,265           25,232         $0.25
                              ================================================  ==================================================

6.      Supplemental Cash Flow Information - During the three-month period ended
        March 31, 1999,  loans  amounting to $756,000 were  transferred to Other
        Real  Estate  Owned  ("OREO")  as a result  of  foreclosure  on the real
        properties held as collateral.  No loans were transferred to OREO during
        the three-month period ended March 31, 2000.

                                       8

                      CVB FINANCIAL CORP. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

         Management's  discussion  and  analysis  is written to provide  greater
insight  into the  results of  operations  and the  financial  condition  of CVB
Financial  Corp. and its  subsidiaries.  Throughout this  discussion,  "Company"
refers to CVB Financial  Corp. and its  subsidiaries  as a consolidated  entity.
"CVB" refers to CVB Financial  Corp. as the  unconsolidated  parent  company and
"Bank" refers to Citizens  Business Bank. For a more complete  understanding  of
CVB  Financial  Corp.  and  its  operations,  reference  should  be  made to the
financial  statements  included in this report and in the Company's  1999 Annual
Report on Form 10-K.  Certain  statements in this Report on Form 10-Q constitute
"forward-looking  statements" under the Private Securities Litigation Reform Act
of 1995 which involve risks and uncertainties.  The Company's actual results may
differ   significantly  from  the  results  discussed  in  such  forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited to,  economic  conditions,  competition  in the  geographic and business
areas in which the Company conducts operations,  fluctuations in interest rates,
credit quality, year 2000 data systems compliance,  and government  regulations.
For additional  information  concerning  these factors,  see "Item 1. Business -
Factors That May Affect  Results"  contained in the  Company's  Annual Report on
Form 10-K for the year ended December 31, 1999.

         On October 4, 1999,  Orange  National  Bancorp merged with and into the
Company in a transaction accounted for using the pooling-of-interests  method of
accounting. Orange National Bank, the subsidiary of Orange National Bancorp, had
six branch  offices,  four  branches  located in Orange,  one branch  located in
Laguna  Hills,  and one  branch  located  in  Laguna  Beach.  The  merger  added
approximately $250.4 million deposits and $152.0 million in net loans.

                              RESULTS OF OPERATIONS

         The Company  reported net earnings of $7.9 million for the three months
ended March 31, 2000. This  represented an increase of $1.6 million,  or 25.40%,
over net  earnings of $6.3  million,  for the three months ended March 31, 1999.
Basic earnings per share for the three month period increased to $0.32 per share
for 2000,  compared  to $0.26 per share  for 1999.  Diluted  earnings  per share
increased  to $0.31 per share for the first  three  months of 2000,  compared to
$0.25 per share for the same three month period last year. The annualized return
on average  assets was 1.58% for the first  three  months of 2000  compared to a
return on average assets of 1.39% for the three months ended March 31, 1999. The
annualized  return on average equity was 21.27% for the three months ended March
31,  2000,  compared to a return of 17.54% for the three  months ended March 31,
1999.

         Pre-tax operating earnings, which exclude the impact of gains or losses
on sale of securities  and OREO,  and the provisions for credit and OREO losses,
totaled  $13.4  million  for  the  three  months  ended  March  31,  2000.  This
represented  an  increase of $2.7  million,  or 25.23 %,  compared to  operating
earnings of $10.1 million for the first three months of 1999.

Net Interest Income/Net Interest Margin

         The  principal  component  of the  Company's  earnings is net  interest
income,  which is the  difference  between the interest and fees earned on loans
and investments and the interest paid on deposits and other borrowed funds. When
net interest income is expressed as a percentage of average earning assets,  the
result  is the net  interest  margin.  The net  interest  spread is the yield on
average earning assets minus the average cost of  interest-bearing  deposits and
borrowed funds.
                                       9

            For the three months ended March 31, 2000,  net interest  income was
$23.2 million.  This represented an increase of $1.8 million, or 8.46%, over net
interest  income of $21.4  million for the three  months  ended March 31,  1999.
Although net interest  income  increased,  the net interest margin was 5.27% for
both the three months ended March 31, 2000 and March 31, 1999. However,  the net
interest  spread  decreased  to 3.92% for the three months ended March 31, 2000,
compared to a spread of 4.02% for the three months ended March 31, 1999.

         The  increase in net  interest  income for the most recent  three month
period was  primarily  the  result of an  increased  volume of  average  earning
assets. Earning assets averaged $1.8 billion for the first three months of 2000.
This represented an increase of $167.8 million,  or 10.19%,  compared to average
earning  assets of $1.7 billion for the first three months of 1999. The decrease
in net  interest  spread from 4.02% for the three months ended March 31, 1999 to
3.92% for the three  months  ended  March 31,  2000 was the  result of  interest
earning assets  increasing 42 basis points,  while interest bearing  liabilities
increased 52 basis points.

         The cost of interest bearing  liabilities was 3.99% for the first three
months of 2000  compared to 3.47% for the same period last year,  an increase of
52 basis  points.  The yield on  earning  assets  was 7.91% for the first  three
months of 2000  compared to 7.49% for the same period last year,  an increase of
42 basis points.

         The Company  reported  total  interest  income of $35.3 million for the
three months ended March 31, 2000. This represented an increase of $4.6 million,
or 15.13%,  over total  interest  income of $30.7  million for the three  months
ended March 31,  1999.  The  increase  reflected  the greater  volume of earning
assets and an increase in yield noted above.

         The  increase  in the yield on average  earning  assets  resulted  from
higher  yields on average  loans and  investments.  The yield on  average  loans
increased to 9.01% for the three  months  ended March 31, 2000,  from a yield of
8.86% for the first three months of 1999. The yield (FTE) on average investments
increased  to 6.75% for the first  three  months of 2000,  from a yield (FTE) of
6.20% for the first three months of 1999. Loans typically generate higher yields
than investments.  Accordingly, the higher the loan portfolio is as a percentage
of earning assets,  the higher the yield on earning assets. For the three months
ended  March 31,  2000,  average  loans  represented  51.55% of average  earning
assets, compared to 50.27% for the three months ended March 31, 1999.

         The  interest  expense  for the  three  months  ended  March  31,  2000
increased when compared to the same periods for 1999.  Interest  expense totaled
$12.1  million for the three months ended March 31, 2000.  This  represented  an
increase of $2.8 million, or 30.51%, over total interest expense of $9.3 million
for the three months ended March 31, 1999.

         The increase in interest  expense  reflected an increase in the average
volume of  interest-bearing  liabilities  and an  increase in the cost of funds.
Average  interest-bearing  liabilities  were $1.2  billion  for the first  three
months of 2000. This represented an increase of $144.3 million,  or 13.47%, from
average interest-bearing  liabilities of $1.1 billion for the first three months
of 1999.

         Average interest-bearing  deposits totaled $851.3 million for the three
months ended March 31, 2000. This  represented an increase of $13.9 million,  or
1.65%,  over average  interest-bearing  deposits of $837.4 million for the three
months ended March 31, 1999.

         Other borrowed funds averaged $364.3 million for the three months ended
March 31, 2000. This represented an increase of $130.5 million,  or 55.80%, over
average other  borrowed funds of $233.8 million for the three months ended March
31, 1999.

         The cost of average interest-bearing liabilities increased to 3.99% for
the three months ended March 31, 2000, compared to a cost of 3.47% for the first
three months of 1999. The increase in the cost of  interest-bearing  liabilities
was primarily the result of an increase in the interest  rate  environment.  The
cost of average  interest  bearing deposits was 3.23% for the first three months
of 2000 as  compared to 2.98% for the first  three  months of 1999.  The cost of
other  borrowed  funds  increased  to 5.76% for the three months ended March 31,
2000, compared to a cost of 5.19% for the three months ended March 31, 1999.

          Table 1  shows  the  average  balances  of  assets,  liabilities,  and
stockholders' equity and the related interest income, expense, and rates for the
three month periods ended March 31, 2000,  and 1999.  Rates for  tax-preferenced
investments are shown on a taxable equivalent basis using a 40.3% tax rate.
                                       10

TABLE 1 - Distribution of Average Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differentials
(dollars in thousands)

                                                                            Three-month periods ended March 31,
                                                                         2000                                  1999
                                                        --------------------------------------- -----------------------------------
                                                          Average                                 Average
ASSETS                                                    Balance     Interest      Rate          Balance      Interest   Rate
                                                        --------------------------------------- -----------------------------------
                                                                                                        
Investment Securities
  Taxable                                               $     717,974      11,801    6.57%      $    675,813    10,447     6.18%
  Tax-advantaged (1)                                          169,307       2,264    7.50%           111,076     1,247     6.26%
Federal Funds Sold & Interest-bearing
   deposits with other financial institutions                     154           2    5.19%            40,418       468     4.63%
Loans (2) (3)                                                 944,067      21,257    9.01%           836,351    18,519     8.86%
                                                        --------------------------------------- -----------------------------------
Total Earning Assets                                        1,831,502      35,324    7.91%         1,663,658    30,681     7.49%
Total Non-earning Assets                                      157,860                                144,595
                                                        --------------                          ---------------
Total Assets                                            $   1,989,362                           $  1,808,253
                                                        ==============                          ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Non-interest bearing deposits                           $     596,582                           $    570,386
Savings Deposits (4)                                          520,640       2,994    2.30%           509,495     2,497     1.96%
Time Deposits                                                 330,648       3,870    4.68%           327,952     3,750     4.57%
                                                        --------------------------------------- -----------------------------------
Total Deposits                                              1,447,870       6,864    1.90%         1,407,833     6,247     1.77%
                                                        --------------------------------------- -----------------------------------
Other Borrowings                                              364,281       5,250    5.76%           233,818     3,035     5.19%
                                                        --------------------------------------- -----------------------------------
Total Interest-Bearing Liabilities                          1,215,569      12,114    3.99%         1,071,265     9,282     3.47%
                                                        --------------                          ---------------
Other Liabilities                                              29,483                                 23,715
Stockholders' Equity                                          147,728                                142,887
                                                        --------------                          ---------------
Total Liabilities and
  Stockholders' Equity                                  $   1,989,362                           $  1,808,253
                                                        ==============                          ===============

Net interest spread                                                                  3.92%                               4.02%
Net interest margin                                                                  5.27%                               5.27%

(1) Yields are calculated on a taxable equivalent basis.
(2) Loan fees are included in total interest income as follows: 2000, $917;
    1999, $719
(3) Nonperforming loans are included in loans as follows: 2000, $687; 1999,
    $8,423
(4) Includes interest-bearing demand and money market accounts.

                                       11

         Table 2 summarizes the changes in interest income and interest  expense
based on changes in average asset and liability balances (volume) and changes in
average  rates  (rate).  For  each  category  of  interest  earning  assets  and
interest-bearing  liabilities,  information  is provided with respect to changes
attributable  to (1) changes in volume  (change in volume  multiplied by initial
rate), (2) changes in rate (change in rate multiplied by initial volume) and (3)
changes in rate/volume (change in rate multiplied by change in volume).

TABLE 2 - Rate and Volume Analysis for Changes in Interest Income, Interest
Expense and Net Interest Income
(amounts in thousands)

                                                    Comparison of three-month period
                                                      ended March 31, 2000 and 1999
                                            Increase (decrease) in interest income or expense
                                                           due to changes in
                                         -----------------------------------------------------------
                                                                           Rate/
                                           Volume           Rate          Volume          Total
                                         -----------------------------------------------------------
                                                                         
Interest Income:
  Taxable investment securities        $         652   $         661  $          41  $        1,354
  Tax-advantaged securities                      654             238            125           1,017
  Fed funds sold & interest bearing
   deposits with other institutions             (467)            133           (132)           (466)
  Loans                                        2,386             312             40           2,738
                                       -------------------------------------------------------------
Total earning assets                           3,225           1,344             74           4,643
                                       -------------------------------------------------------------
Interest Expense:
  Savings deposits                                55             433              9             497
  Time deposits                                   31              88              1             120
  Other borrowings                             1,693             335            187           2,215
                                       -------------------------------------------------------------
Total interest-bearing liabilities             1,779             856            197           2,832
                                       -------------------------------------------------------------

Net Interest Income                    $       1,446   $         488  $        (123)  $       1,811
                                       =============================================================

         During  periods of  changing  interest  rates,  the  ability to reprice
interest  earning  assets and  interest-bearing  liabilities  can  influence net
interest income, net interest margin, and, consequently, the Company's earnings.
Interest rate risk is managed by attempting to control the spread  between rates
earned  on  interest-earning  assets  and the  rates  paid  on  interest-bearing
liabilities  within the constraints  imposed by market competition in the Bank's
service area. Short term repricing risk is minimized by controlling the level of
floating  rate loans and  maintaining  bond  payments and  maturities  which are
scheduled in approximately  equal increments over time. Basis risk is managed by
the timing and magnitude of changes to  interest-bearing  deposits rates.  Yield
curve risk is reduced by keeping the  duration  of the loan and bond  portfolios
relatively  short.  Options risk in the bond portfolio is monitored  monthly and
actions are recommended when appropriate.
                                       12

         Both the net interest  spread and the net  interest  margin are largely
affected by interest rate changes in the market place and the Company's  ability
to reprice assets and liabilities as these interest rates change.  The Company's
management  utilizes the results of a dynamic  simulation  model to quantify the
estimated  exposure  of net  interest  income to  sustained  changes in interest
rates.  The  sensitivity of the Company's net interest income is measured over a
rolling two year horizon.  The simulation model estimates the impact of changing
interest rates on the net interest  income from all interest  earning assets and
interest  expense  paid on all  interest  bearing  liabilities  reflected on the
Company's  balance sheet. The sensitivity  analysis is compared to policy limits
which specify a maximum  tolerance level for net interest income exposure over a
one year time horizon  assuming no balance sheet growth,  given both a 200 basis
point upward and downward shift in interest rates. A parallel and pro rata shift
in interest rates over a 12 month period is assumed.  The following reflects the
Company's net interest  income  sensitivity  over a one year horizon as of March
31, 2000.

                                                Estimated Net
             Simulated                         Interest Income
            Rate Changes                         Sensitivity
            ------------                         -----------
         +200 basis points                         (3.72%)
         -200 basis points                          2.89%

         The  table  indicates  that  net  interest  income  would  decrease  by
approximately  3.72% over a 12 month period if there was a  sustained,  parallel
and pro rata 200 basis point upward shift in interest rates. Net interest income
would  increase  approximately  2.89%  over a 12 month  period  if  there  was a
sustained,  parallel  and pro rata 200 basis  point  downward  shift in interest
rates.

Credit Loss Experience

         The  allowance  for credit  losses is based upon  estimates of probable
losses  inherent in the loan and lease  portfolio.  The amount of credit  losses
actually  incurred  can vary  significantly  from  the  estimated  amounts.  The
Company's methodology includes several features which are intended to reduce the
differences between estimated and actual losses.

         Implicit in lending  activities  is the risk that losses will occur and
that the amount of such  losses will vary over time.  Consequently,  the Company
maintains  an  allowance  for credit  losses by charging a provision  for credit
losses to  earnings.  Loans  determined  to be losses are  charged  against  the
allowance  for credit  losses.  The  Company's  allowance  for credit  losses is
maintained  at a level  considered  by the Bank's  management  to be adequate to
provide for  estimated  losses  inherent in the  existing  portfolio,  including
commitments under commercial and standby letters of credit.

         The Company's  methodology  for assessing  the  appropriateness  of the
allowance consists of several key elements, which include the formula allowance,
specific  allowances for identified problem loans and portfolio segments and the
unallocated  allowance.  In addition,  the allowance incorporates the results of
measuring  impaired  loans as  provided in  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 114,  "Accounting by Creditors for Impairment of a Loan"
and SFAS No. 118,  "Accounting  by Creditors  for  Impairment of a Loan - Income
Recognition  and  Disclosures."   These  accounting   standards   prescribe  the
measurement  methods,  income  recognition and  disclosures  related to impaired
loans.

         Specific  allowances  are  established  in cases where  management  has
identified  significant  conditions  or  circumstances  related to a credit that
management  believes  indicates the probability that a loss has been incurred in
excess of the amount determined by the application of the formula allowance.

         Management performs a detailed analysis of these loans, including,  but
not limited to, appraisals of the collateral,  conditions of the marketplace for
liquidating  the collateral and assessment of the  guarantors.  Management  then
determines  the loss  potential  and  allocates a portion of the  allowance  for
losses as a specific allowance for each of these credits.
                                       13

         The  unallocated  allowance is based upon  management's  evaluation  of
various  conditions,  the  effects  of which are not  directly  measured  in the
determination  of the formula and specific  allowances.  The  evaluation  of the
inherent loss with respect to these  conditions is subject to a higher degree of
uncertainty  because they are not identified  with specific  problem  credits or
portfolio segments.  The conditions evaluated in connection with the unallocated
allowance include the following  conditions that existed as of the balance sheet
date:

o        then-existing  general  economic and business  conditions  affecting
         the key lending areas of the Company, o then-existing  economic and
         business conditions of areas outside the lending areas, such as other
         sections of the United States, Asia and Latin America,
o        credit quality trends (including trends in non-performing loans
         expected to result from existing conditions),
o        collateral values,
o        loan volumes and concentrations,
o        seasoning of the loan portfolio,
o        specific industry conditions within portfolio segments,
o        recent loss experience in particular segments of the portfolio,
o        duration of the current business cycle,
o        bank regulatory examination results, and
o        findings of the Company's internal credit examiners.

         Management  reviews these  conditions in discussion  with the Company's
senior credit officers.  To the extent that any of these conditions is evidenced
by a specifically  identifiable  problem  credit or portfolio  segment as of the
evaluation  date,  management's  estimate of the effect of such condition may be
reflected  as a  specific  allowance  applicable  to such  credit  or  portfolio
segment.  Where  any of these  conditions  is not  evidenced  by a  specifically
identifiable  problem  credit or portfolio  segment as of the  evaluation  date,
management's  evaluation  of the  probable  loss  related to such  condition  is
reflected in the unallocated allowance.

         The Company  maintains an allowance for potential credit losses that is
increased by a provision for credit losses charged  against  operating  results.
The  allowance  for  credit  losses is also  increased  by  recoveries  on loans
previously  charged  off and  reduced  by  actual  loan  losses  charged  to the
allowance.  The  provision  for credit  losses was $900,000 for the three months
ended March 31, 2000,  as compared to $670,000  for the same period of 1999,  an
increase of $230,000, or 34.33%.

         The allowance  for credit  losses at March 31, 2000 was $17.5  million.
This represented an increase of $2.0 million,  or 12.80%, from the allowance for
credit  losses of $15.5  million at March 31,  1999.  The  allowance  for credit
losses was 1.86% of average  gross loans for the first three  months of 2000 and
1.86% of average  gross loans for the first three months of 1999.  For the three
months ended March 31, 2000, net loan charge offs totaled $137,000,  compared to
net loan charge offs of $23,000 for the first three months of 1999.

Non-performing loans, which include non-accrual loans, loans past due 90 or more
days and still accruing, and restructured loans were $687,000 at March 31, 2000.
This  represented  a  decrease  of  $507,000,  or  42.46%,  from  the  level  of
non-performing loans at December 31, 1999.  Non-performing assets, which include
non-performing  loans  plus  other  real  estate  owned  (foreclosed   property)
decreased  to $1.2  million at March 31, 2000.  This  represented  a decrease of
$690,000,  or 36.37%, from non-performing assets of $1.9 million at December 31,
1999. Table 6 presents  non-performing assets as of March 31, 2000, and December
31, 1999. The Company  applies the methods  prescribed by Statement of Financial
Accounting  Standards No. 114 for  determining  the fair value of specific loans
for which the eventual  collection  of all  principal and interest is considered
impaired.

          While  management  believes that the allowance at March 31, 2000,  was
adequate to absorb losses from any known or inherent risks in the portfolio,  no
assurance  can be given that  economic  conditions  which  adversely  affect the
Company's  service  areas  or  other  circumstances  will  not be  reflected  in
increased  provisions or credit losses in the future.  Table 3 shows comparative
information  on net  credit  losses,  provisions  for  credit  losses,  and  the
allowance for credit losses for the periods indicated.
                                       14

TABLE 3 - Summary of Credit Loss Experience
(amounts in thousands)

                                                                             Three-months
                                                                            ended March 31,
                                                                   ----------------------------------
                                                                        2000                1999
                                                                   --------------      --------------
                                                                                 
Amount of Total Loans at End of Period                             $     945,451       $     839,636
                                                                   ==============      ==============
Average Total Loans Outstanding                                    $     944,067       $     836,351
                                                                   ==============      ==============
Allowance for Credit Losses at Beginning of Period                 $      16,761       $      14,888
Loans Charged-Off:
  Real Estate Loans                                                          187                   0
  Commercial and Industrial                                                    0                 115
  Consumer Loans                                                               1                   2
                                                                   --------------      --------------
    Total Loans Charged-Off                                                  188                 117
                                                                   --------------      --------------
Recoveries:
  Real Estate Loans                                                            6                   0
  Commercial and Industrial                                                   44                  93
  Consumer Loans                                                               1                   1
                                                                   --------------      --------------
    Total Loans Recovered                                                     51                  94
                                                                   --------------      --------------
Net Loans Charged-Off                                                        137                  23
                                                                   --------------      --------------
Provision Charged to Operating Expense                                       900                 670
                                                                   --------------      --------------
Allowance for Credit Losses at End of period                       $      17,524       $      15,535
                                                                   ==============      ==============

Net Loans Charged-Off to Average Total Loans*                              0.06%               0.01%
Net Loans Charged-Off to Total Loans at End of Period*                     0.06%               0.01%
Allowance for Credit Losses to Average Total Loans                         1.86%               1.86%
Allowance for Credit Losses to Total Loans at End of Period                1.85%               1.85%
Net Loans Charged-Off to Allowance for Credit Losses*                      3.13%               0.59%
Net Loans Charged-Off to Provision for Credit Losses                      15.22%               3.43%

* Net Loan Charge-Off amounts are annualized.

                                       15

Other Operating Income

         Other operating income includes revenues earned from sources other than
interest  income.  These sources  include:  service  charges and fees on deposit
accounts,  fee income from the Asset  Management  Division,  other fee  oriented
products and  services,  gain or loss on sale of securities or other real estate
owned and gross  revenue  from  Community  Trust Deed  Services  (the  Company's
nonbank subsidiary).

         Other operating  income totaled $4.7 million for the three months ended
March 31, 2000. This represented an increase of $211,000,  or 4.69%,  from other
operating  income of $4.5 million for the three months ended March 31, 1999. The
increase was  primarily the result of higher  service  charge income and gain on
sale of other real  estate  owned,  which was offset by a loss of $74,000 on the
sale of securities, and a reduction of $79,000 in other income.

         Service  charge income  totaled $2.6 million for the first three months
ended March 31, 2000.  This represents an increase of $130,000,  or 5.17%,  over
service charge income of $2.5 million for the three months ended March 31, 1999.

         Trust income  totaled $1.0 million for the three months ended March 31,
2000. This  represented an increase of $11,000,  or 1.07%,  over trust income of
$1.0 million for the three months ended March 31, 1999.

Other Operating Expenses

         Other  operating  expenses  totaled  $14.3 million for the three months
ended March 31, 2000. This represented an decrease of $834,000,  or 5.49%,  over
other  operating  expenses of $15.2 million for the three months ended March 31,
1999.

         Salaries and employee benefits totaled $7.5 million for the first three
months of 2000. This represented a decrease of $29,000,  or 0.38%, from salaries
and employee  benefits of $7.5 million for the same period last year.  Equipment
expense  totaled $1.3  million for the three  months ended March 31, 2000.  This
represents  an increase of $16,000,  or 1.28%,  over  equipment  expense of $1.3
million for the three  months ended March 31, 1999.  Occupancy  expense  totaled
$1.4  million for the three  months ended March 31,  2000.  This  represents  an
increase of $58,000,  or 4.40%,  over occupancy  expense of $1.3 million for the
same period last year. Professional expense, which includes legal and accounting
expenses  totaled  $1.1 million for the first three months ended March 31, 2000.
This represents a decrease of $231,000,  or 17.09%, over professional expense of
$1.4 million for the three months ended March 31,  1999.  Other  expense,  which
includes data processing,  supplies,  promotional,  and other expenses,  totaled
$3.1 million for the first three months ended March 31, 2000.  This represents a
decrease of  $648,000,  or 17.45%,  over other  expense of $3.7  million for the
first three months of 1999 and resulted from economies of scale derived from the
merger with Orange National Bancorp.

         The Company  maintains an allowance for potential  losses on other real
estate owned. The allowance is increased by a provision for losses on other real
estate  owned,  and  reduced  by losses on the sale of other real  estate  owned
charged directly to the allowance.  The allowance was established to provide for
future  losses.  For the  three  months  ended  March  31,  2000,  there  was no
additional  provision  made for other real estate  owned.  At March 31, 2000 the
allowance  for  potential  losses on other real estate  owned was  $115,000,  or
22.11%, of the $520,000 in other real estate owned.

         As a percent of average assets,  annualized  other  operating  expenses
decreased  to 2.88% for the three  months  ended March 31,  2000,  compared to a
ratio of 3.36% for the three months  ended March 31,  1999.  The decrease in the
ratio  indicates  that the  Company is  managing a greater  level of assets with
proportionately  lower levels of operating  expenses.  The Company's  efficiency
ratio decreased to 51.26% for the three months ended March 31, 2000, compared to
a ratio of 58.60% for the three months ended March 31, 1999. The decrease in the
efficiency  ratio indicates that the Company is allocating a lower percentage of
net revenue to operating expenses.
                                       16

                             BALANCE SHEET ANALYSIS

         The Company  reported  total assets of $2.02 billion at March 31, 2000.
This  represented  an increase of $5.4 million,  or 0.27%,  over total assets of
$2.01  billion at December 31, 1999.  Gross  loans,  net of deferred  loan fees,
totaled  $945.5 million at March 31, 2000.  This  represented a decrease of $7.1
million,  or 0.75%,  over gross loans of $952.6  million at December  31,  1999.
Total deposits decreased $40.6 million,  or 2.70%, to $1.46 billion at March 31,
2000,  from $1.50  billion at  December  31,  1999.  The  decrease  in loans and
deposits in the first quarter  represents normal cyclicial activity primarily in
agribusiness loans and the deposit activity of business customers.

Investment Securities and Debt Securities Available-for-Sale

             The Company reported total investment  securities of $911.1 million
at March 31, 2000. This represented an increase of $33.7 million, or 3.84%, over
total investment securities of $877.3 million at December 31, 1999.

            At March 31, 2000, the Company's net  unrealized  loss on securities
available-for-sale  totaled $32.7 million.  Accumulated other comprehensive loss
totaled  $18.9  million,  and  deferred tax assets  totaled  $13.8  million.  At
December 31, 1999,  the Company  reported a net  unrealized  loss on  investment
securities  available  for sale of $28.4  million,  with an adjustment to equity
capital of $16.4  million and  deferred  taxes of $12.0  million.  Note 2 of the
Notes to the  Consolidated  Financial  Statements in the  Company's  1999 Annual
Report on Form 10-K  discusses its current  accounting  policy as it pertains to
recognition   of   market   values   for   investment    securities    held   as
available-for-sale.

         Table  4  sets  forth  investment securities available-for-sale, at
March 31, 2000 and December 31, 1999.
                                       17

Table 4 - Composition of Securities Portfolio
(dollars in thousands)

                                             March 31,                                     December 31,
                                               2000                                           1999
                                          ---------------------------------------------  ------------------------------------------
                                            Amortized   Market      Net       Yield       Amortized    Market     Net        Yield
                                              Cost      Value    Unrealized                 Cost       Value   Unrealized
                                                                 Gain/(Loss)                                   Gain/(Loss)
                                          ---------------------------------------------  ------------------------------------------
                                                                                                     
U.S. Treasury securities
          Available for Sale              $    999    $    986   $    (13)    5.91%        $    999     $    991  $     (8)   5.91%

FHLMC, FNMA CMO's, REMIC's
and mortgage-backed pass-through securities
          Available for Sale               622,493     594,708    (27,785)    6.50%         608,007      586,036   (21,971)   6.45%

Other Government Agency Securities
          Available for Sale                25,779      25,147       (632)    6.09%          35,392       34,882      (510)   6.02%

GNMA mortgage-backed pass-through
securities
          Available for Sale                56,059      54,088     (1,971)    6.74%          57,907       56,201    (1,706)   6.68%

Tax-exempt Municipal Securities
          Available for Sale               196,000     193,866     (2,134)    5.39%         165,137      160,946    (4,191)   5.21%

Corporate Bond
          Available for Sale                 9,537       9,417       (120)    7.05%           9,536        9,493       (43)   7.05%

Other  securities
          Available for Sale                32,842      32,842          0     0.00%          28,783       28,783         0    0.00%

                                          ---------------------------------------------  ------------------------------------------
                                          $943,709    $911,054   $(32,655)    6.27%        $905,761     $877,332  $(28,429)   6.22%
                                          =============================================  ==========================================

                                       18

Loan Composition and Non-performing Assets

           Table 5 sets forth the  distribution of the loan portfolio by type as
of the dates indicated (dollar amounts in thousands):

         Table 5 - Distribution of Loan Portfolio by Type

                                                            March 31,          December 31,
                                                              2000                1999
                                                           ------------       -------------
                                                                            
Commercial and Industrial                                     $390,138            $392,094
Real Estate:
      Construction                                              47,184              48,078
      Mortgage                                                 385,584             375,387
Consumer                                                        24,481              24,731
Municipal lease finance receivables                             21,271              21,268
Agribusiness                                                    80,329              94,560
                                                           ------------       -------------
      Gross Loans                                             $948,987            $956,118
Less:
      Allowance for credit losses                               17,524              16,761
      Deferred net loan fees                                     3,536               3,566
                                                           ------------       -------------
Net loans                                                     $927,927            $935,791
                                                           ============       =============

As set forth in Table 6, non-performing assets (non-accrual loans, loans 90 days
or more past due and still accruing interest, restructured loans, and other real
estate  owned)  totaled  $1.2  million at March 31,  2000.  This  represented  a
decrease of $690,000,  or 36.37%, from non-performing  assets of $1.9 million at
December 31, 1999. As a percent of total assets, non-performing assets decreased
to 0.06% at March 31, 2000, from 0.09% at December 31, 1999.

         Although management  believes that non-performing  assets are generally
well secured and that potential losses are reflected in the allowance for credit
losses,  there can be no  assurance  that a general  deterioration  of  economic
conditions or collateral values would not result in future credit losses.
                                       19

Table 6 - Non-performing Assets (dollar amounts in thousands)

                                                                March 31, 2000          December 31, 1999
                                                                                          
Non-accrual loans                                                   $  660                      $1,191
Loans past due 90 days or more
 and still accruing interest                                            27                           3
Restructured loans                                                       0                           0
Other real estate owned (OREO), net                                    520                         703
                                                                    ------                      ------
Total non-performing assets                                         $1,207                      $1,897
                                                                    ======                      ======
Percentage of non-performing assets
   to total loans outstanding and OREO                               0.13%                       0.20%
Percentage of non-performing
   assets to total assets                                            0.06%                       0.09%

         The decrease in  non-performing  assets was  primarily  the result of a
decrease in non-accrual  loans.  Non-accrual loans totaled $660,000 at March 31,
2000. This represented a decrease of $531,000, or 44.58%, from total non-accrual
loans of $1.2 million at December 31, 1999.

         At  March  31,   2000,   the   majority  of   non-accrual   loans  were
collateralized  by real property.  The estimated loan balances to the fair value
of related  collateral  (loan-to-value  ratio) for non-accrual loans ranged from
approximately 15% to 110%.

         The Bank has allocated  specific  reserves to provide for any potential
loss on non-performing loans. Management cannot, however,  predict the extent to
which the current economic  environment may persist or worsen or the full impact
such environment may have on the Company's loan portfolio.

Deposits and Other Borrowings

         At March 31, 2000, total deposits were $1.46 billion.  This represented
a decrease of $40.6 million,  or 2.70%,  from total deposits of $1.50 billion at
December 31, 1999.  Demand  deposits  totaled  $601.2 million at March 31, 2000,
representing a decrease of $48.7 million,  or 7.49%,  from total demand deposits
of $649.8 million at December 31, 1999. The decrease in demand deposits from the
year end total reflects  normal seasonal  fluctuations  relating to agricultural
and other depositors. Average demand deposits for the first three months of 2000
were $596.6 million.  This  represented an increase of $26.2 million,  or 4.59%,
from  average  demand  deposits of $570.4  million for the first three months of
1999. The comparison of average  balances for the first three months of 2000 and
1999 is more  representative  of the Company's growth in deposits as it excludes
the seasonal peak in deposits at year end.

         Time  deposits   totaled  $325.0  million  at  March  31,  2000.   This
represented  a decrease of $5.2 million,  or 1.59%,  over total time deposits of
$330.3  million at December  31,  1999.  Time  deposits  are not affected by the
Company's seasonal fluctuation in demand deposits.

         Other borrowed  funds totaled  $383.0  million at March 31, 2000.  This
represented an increase of $60.0 million, or 18.58% over other borrowed funds of
$323.0 million at December 31, 1999. The increase in other borrowed funds during
the first three months of 2000 was primarily  the result of an increase  Federal
Home Loan Bank borrowing.
                                       20

  Liquidity

         Liquidity  risk is the risk to earnings or capital  resulting  from the
Bank's  inability to meet its obligations  when they come due without  incurring
unacceptable  losses.  It includes  the ability to manage  unplanned  changes in
funding  sources and to recognize or address  changes in market  conditions that
affect the Bank's  ability to liquidate  assets quickly and with minimum loss of
value.  Factors  considered in liquidity  risk  management  are stability of the
deposit base;  marketability,  maturity,  and pledging of  investments;  and the
demand for credit.

         In general, liquidity risk is managed daily by controlling the level of
Fed funds  and the use of funds  provided  by the cash flow from the  investment
portfolio.  To meet  unexpected  demands,  lines of credit are  maintained  with
correspondent  banks,  the Federal Home Loan Bank and the Federal  Reserve Bank.
The sale of bonds  maturing  in the near  future can also serve as a  contingent
source of funds.  Increases in deposit  rates are  considered a last resort as a
means of raising funds to increase liquidity.

         For the Bank,  sources of funds normally include principal  payments on
loans and  investments,  other borrowed funds,  and growth in deposits.  Uses of
funds include withdrawal of deposits, interest paid on deposits,  increased loan
balances, purchases, and other operating expenses.

         Net cash provided by operating activities totaled $12.1 million for the
first  three  months  of  2000,  compared  to net  cash  provided  by  operating
activities  of $7.5  million  for the same period last year.  The  increase  was
primarily the result of an increase in interest received.

         Net cash used by investing  activities  totaled  $33.8  million for the
first three months of 2000,  compared to net cash used for investing  activities
of $11.3 million for the same period last year. The increase in net cash used by
investing  activities  was  primarily  the  result of  additional  purchases  of
investment  securities.  Financing  activities  provided  net cash flows of $2.1
million for the three months ended March 31, 2000. This compares to $6.9 million
in net cash used for the three months ended March 31, 1999.  The increase in net
cash  provided by financing  activities  was  primarily the result of additional
short-term  borrowings.  At March 31, 2000,  cash and cash  equivalents  totaled
$98.8 million compared to $164.3 million at March 31, 1999.

         Since the primary  sources and uses of funds for the Bank are loans and
deposits,  the  relationship  between gross loans and total deposits  provides a
useful measure of the Bank's liquidity. Typically, the closer the ratio of loans
to deposits is to 100%,  the more  reliant the Bank is on its loan  portfolio to
provide for short term  liquidity  needs.  Since  repayment of loans tends to be
less  predictable  than the maturity of investments and other liquid  resources,
the higher the loan to deposit ratio the less liquid are the Bank's assets.  For
the first three months of 2000,  the Bank's average net loan to deposit  ratio
averaged 64.02%,  compared to an average  ratio of 58.23% for the first  three
months of
1999.

         CVB is a company separate and apart from the Bank that must provide for
its own  liquidity.  Substantially  all of  CVB's  revenues  are  obtained  from
dividends  declared and paid by the Bank.  There are  statutory  and  regulatory
provisions  that could limit the ability of the Bank to pay dividends to CVB. At
March  31,  2000,   approximately   $53.2  million  of  the  Bank's  equity  was
unrestricted  and  available to be paid as dividends to CVB.  Management  of CVB
believes that such restrictions will not have an impact on the ability of CVB to
meet its ongoing cash  obligations.  As of March 31, 2000,  neither the Bank nor
CVB had any material commitments for capital expenditures.
                                       21

Capital Resources

         The Company's  equity capital was $145.2 million at March 31, 2000. The
primary  source of capital for the Company  continues to be the retention of net
after tax earnings.  The Company's 1999 Annual Report on Form 10-K (Management's
Discussion and Analysis and Note 15 of the  accompanying  financial  statements)
describes the regulatory capital requirements of the Company and the Bank.

         The  Bank and the  Company  are  required  to meet  risk-based  capital
standards set by their respective regulatory authorities. The risk-based capital
standards  require  the  achievement  of a  minimum  ratio of total  capital  to
risk-weighted assets of 8.0% (of which at least 4.0% must be Tier 1 capital). In
addition,  the regulatory  authorities require the highest rated institutions to
maintain a minimum  leverage  ratio of 4.0%. At March 31, 2000, the Bank and the
Company  exceeded  the  minimum  risk-based  capital  ratio and  leverage  ratio
required to be considered "Well Capitalized".

             Table 7 below presents the Company's and the Bank's  risk-based and
leverage capital ratios as of March 31, 2000, and December 31, 1999.

Table 7 - Regulatory Capital Ratios

                                             Required
                                             Minimum          March 31, 2000        December 31, 1999
Capital Ratios                               Ratios       Company        Bank      Company       Bank
- - --------------                               ------       -------        ----      -------       ----
                                                                                  
Risk-based capital ratios
Tier I                                        4.00%        13.21%        13.01%      12.60%       12.33%
Total                                         8.00%        14.47%        14.27%      13.86%       13.59%
Leverage ratio                                4.00%         7.87%         7.76%       7.73%        7.56%

Risk Management

         The Company's management has adopted a Risk Management Policy to ensure
the proper control and management of all risk factors  inherent in the operation
of the Company and the Bank.  The policy is  designed to address  specific  risk
factors defined by federal bank regulators.  These risk factors are not mutually
exclusive.  It is recognized  that any product or service offered may expose the
Bank to one or more of these risks.  The Risk Management  Policy  identifies the
significant  risks  as:  credit  risk,  interest  rate  risk,   liquidity  risk,
transaction risk,  compliance risk, strategic risk, reputation risk, price risk,
and foreign exchange risk.
                                       22

Year 2000

         The financial  institutions  industry,  as with other  industries,  was
faced with year 2000 issues. These issues centered around computer programs that
do not  recognize a year which begins with "20" instead of "19",  or uses only 2
digits for the year.

         All  Year  2000  statements  are  designated  as  Year  2000  Readiness
Disclosures  under the Year 2000  Information  and Readiness  Disclosures Act of
1998.

         The Company uses third party software and systems  exclusively.  During
1999, all of the software was analyzed in conjunction  with the Company's  third
party  vendors.  Several  systems were  replaced  during 1999.  The Company also
updated its  contingency  plan to include Year 2000 issues.  All of the software
and systems  were tested  throughout  the year.  The  contingency  plan was also
tested, using remote data processing hot sites.

         The Bank  surveyed,  on several  occasions,  its large  depositors  and
borrowing customers. This was done to ascertain their preparation for Year 2000.
No major issues arose from these surveys.

         As of December 31, 1999, all phases of Year 2000 Plan were complete. As
of March 31, 2000,  the Company  experienced  no problems with Year 2000 issues.
The Company will continue to monitor critical dates throughout the Year 2000. It
is not anticipated that there will be any problems from Year 2000 issues.
                                       23

                           PART II - OTHER INFORMATION

Item 1   -        Legal Proceedings
                  Not Applicable

Item 2   -        Changes in Securities
                  Not Applicable

Item 3   -        Defaults upon Senior Securities
                  Not Applicable

Item 4   -        Submission of Matters to a Vote of Security Holders
                  Not Applicable

Item 5   -        Other Information
                  Not Applicable

Item 6   -        Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           Exhibit 27 - Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None
                                       24

                                  Exhibit Index

Exhibit No.                Description                                  Page

         27                Financial Data Schedule                      27

                                       25

                                   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.

                               CVB FINANCIAL CORP.

                                  (Registrant)

Date:    May 8, 2000                            /s/ Edward J. Biebrich, Jr.
                                                 ---------------------------
                                                 Edward J. Biebrich, Jr.
                                                 Chief Financial Officer

                                       26

  

 9

THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31,
2000, CONSOLIDATED BALANCE SHEET, AND THE MARCH 21, 2000, CONSOLIDATED STATEMENT
OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

 1,000

                   3-MOS
                          DEC-31-2000
                               MAR-31-2000
                                          98,828
                               0
                                     0
                                     0
                    911,054
                               0
                                 0
                                        945,451
                                     17,524
                               2,016,160
                                   1,460,486
                                   383,000
                             27,135
                                        365
                                0
                                          0
                                       107,440
                                      37,734
               2,016,160
                                 21,257
                               14,065
                                     2
                                35,324
                               6,864
                              12,114
                           23,210
                                      900
                                (74)
                                 14,345
                                  4,823
                       7,856
                                      0
                                            0
                                     7,856
                                       0.32
                                     0.31
                                    5.27
                                        660
                                        27
                                     0
                                  2,041
                                16,761
                                      188
                                        51
                               17,524
                            10,688
                                  0
                          6,836