PART 1 — FINANCIAL INFORMATION

Item 1. Financial Statements

CENTRAL COAST BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

CENTRAL COAST BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)

CENTRAL COAST BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

CENTRAL COAST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2004 (Unaudited)

NOTE 1. CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly Central Coast Bancorp’s (the “Company’s”) consolidated financial position at September 30, 2004, the results of operations for the three and nine month periods ended September 30, 2004 and 2003 and cash flows for the nine month periods ended September 30, 2004 and 2003.

Certain disclosures normally presented in the notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. These interim consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2003 Annual Report to Shareholders. The results of operations for the three and nine month periods ended September 30, 2004 and 2003 may not necessarily be indicative of the operating results for the full year.

In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses.

Management has determined that since all of the commercial banking products and services offered by the Company are available in each branch of the Community Bank of Central California, its bank subsidiary (the “Bank”), all branches are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment.

Stock dividend — On January 26, 2004, the Board of Directors declared a 10% stock dividend, which was distributed on February 27, 2004, to shareholders of record as of February 12, 2004. All earnings per share data and share data related to the stock option information have been retroactively adjusted to reflect the stock dividend.

NOTE 2. STOCK COMPENSATION

The Company accounts for its stock-based awards using the intrinsic value method in accordance with Accounting Principles Board No. 25, Accounting for Stock Issued to Employees and its related interpretations. No compensation expense has been recognized in the financial statements for employee stock arrangements, as the Company’s stock option plans provide for the issuance of options at a price of no less than the fair market value at the date of the grant. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, requires the disclosure of pro forma net income and earnings per share had the Company adopted the fair value method of accounting for stock-based compensation. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company’s calculations were made using the Black-Scholes option pricing model with the following assumptions: expected life, four years following vesting; average stock volatility of 16.8% for 2004 and 16.1% and 2003; risk free interest rates ranging from 3.08% to 4.35% for 2004 and 2.77% to 3.55% for 2003; and no dividends during the expected term for 2004 and 2003. The Company’s calculations are based on a multiple option valuation approach and forfeitures are recognized as they occur.

A summary of the pro forma effects to reported net income and earnings per share as if the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date as prescribed by SFAS No. 123 is as follows.

NOTE 3. COMMITMENTS AND CONTINGENCIES

In the normal course of business there are outstanding various commitments to extend credit which are not reflected in the financial statements, including loan commitments of approximately $265,683,000 and standby letters of credit of approximately $10,568,000 at September 30, 2004. However, all such commitments will not necessarily culminate in actual extensions of credit by the Company.

Approximately $42,577,000 of loan commitments outstanding at September 30, 2004 relate to real estate construction loans that are expected to fund within the next twelve months. The remaining commitments primarily relate to commercial revolving lines of credit, other commercial loans and home equity lines of credit. Many of these commitments are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Each potential borrower and the necessary collateral are evaluated on an individual basis. Collateral varies, but may include real property, bank deposits, debt or equity securities or business assets.

Stand-by letters of credit are commitments written to guarantee the performance of a customer to a third party. These guarantees are issued primarily relating to contract performance or purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. Virtually all such commitments are collateralized.

NOTE 4. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised and converted into common stock.

There was no difference in the numerator used in the calculation of basic earnings per share and diluted earnings per share. The denominator used in the calculation of basic earnings per share and diluted earnings per share for three and nine month periods ended September 30 is reconciled as follows:

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

In addition to the historical information contained herein, this report on Form 10-Q contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Changes to such risks and uncertainties, which could impact future financial performance, include, among others, (1) competitive pressures in the banking industry; (2) changes in the interest rate environment; (3) general economic conditions, nationally, regionally and in operating market areas, including a decline in real estate values in the Company’s market areas; (4) the effects of terrorism, the threat of terrorism or the impact of military conflicts; (5) changes in the regulatory environment; (6) changes in business conditions and inflation; (7) changes in securities markets; (8) data processing compliance problems; (9) variances in the actual versus projected growth in assets; (10) return on assets; (11) loan losses; (12) expenses; (13) rates charged on loans and earned on securities investments; (14) rates paid on deposits; and (15) fee and other noninterest income earned, as well as other factors. This entire report should be read to put such forward-looking statements in context. To gain a more complete understanding of the uncertainties and risks involved in the Company’s business this report should be read in conjunction with Central Coast Bancorp’s annual report on Form 10-K for the year ended December 31, 2003 and quarterly reports on form 10-Q and current reports on form 8-K.

Critical Accounting Policies

General

Central Coast Bancorp’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. We use historical loss factors as one factor in determining the inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical factors that we use. Other estimates that we use are related to the expected useful lives of our depreciable assets. In addition GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting. (1) Statement of Financial Accountings Standards (“SFAS”) No. 5 “Accounting for Contingencies,” which requires that losses be accrued when they are probable of occurring and estimable and (2) SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

Our allowance for loan losses has three basic components: the formula allowance, the specific allowance and the unallocated allowance. Each of these components is determined based upon estimates that can and do change when the actual events occur. The formula allowance uses an historical loss view as an indicator of future losses and as a result could differ from the loss incurred in the future. However, since this history is updated with the most recent loss information, the errors that might otherwise occur are mitigated. The specific allowance uses various techniques to arrive at an estimate of the expected loss. Historical loss information and fair market value of collateral are used to estimate those losses. The use of these values is inherently subjective and our actual losses could be greater or less than the estimates. The unallocated allowance addresses losses that are attributable to various factors including economic events, industry or geographic sectors whose impact on the portfolio have occurred, but have yet to be recognized in either the formula or specific allowances. For further information regarding our allowance for loan losses, see “Allowance for Loan Losses” discussion later in this Item.

Stock Based Awards

The Company accounts for its stock based awards using the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25 and related interpretations. Since the Company’s stock option plan provides for the issuance of options at a price of no less than the fair market value at the date of the grant, no compensation expense has been recognized in the financial statements.

Business Organization

Central Coast Bancorp (the “Company”) is a California corporation organized in 1994, and is the parent company for Community Bank of Central California, a state-chartered bank, headquartered in Salinas, California (the “Bank”). Its investment in the Bank comprises the major business activity of the Company. Upon prior notification to the Board of Governors of the Federal Reserve System, the Company is authorized to engage in a variety of activities, which are deemed closely related to the business of banking. The Company is engaged in certain lending activities related to the purchase of certain tax advantaged loans from the Bank.

The Bank offers a full range of commercial banking services, including a diverse range of traditional banking products and services to individuals, merchants, small and medium-sized businesses, professionals and agribusiness enterprises. Its principal markets are located in the counties of Monterey, San Benito, Santa Clara and Santa Cruz, which are in the central coast area of California.

Overview

For the third quarter of 2004, the Company had net income of $3,263,000 as compared to $2,950,000 reported in the year earlier period. Diluted earnings per share for the two quarters was $0.28 and $0.25, respectively. The annualized return on average equity (ROAE) and return on average assets (ROAA) for the third quarter of 2004 were 13.66% and 1.22% as compared to 13.75% and 1.21% for the same period in 2003.

Net income for the nine months ended September 30, 2004 and 2003 was $9,715,000 and $8,803,000. Diluted earnings per share were $0.85 and $0.76, respectively. For the first nine months of 2004, ROAE was 13.99% and ROAA was 1.25% as compared to 14.25% and 1.27% for the same period in 2003. The earnings per share for the 2003 periods have been adjusted for the 10% stock dividend distributed in February 2004.

The Company continued to experience growth in total assets, loans and deposits during the third quarter of 2004. The Company ended the quarter with total assets of $1,073,765,000, an increase of $24,280,000 (2.3%) from the June 30, 2004 balance and a $35,925,000 (3.5%) increase from year-end 2003. Loan demand picked up in the third quarter as loans increased $40,697,000 (5.1%) from the June 30, 2004 balance to total $840,549,000 at September 30, 2004. This increase was net of a $9.0 million nonperforming loan transaction. Loans have increased $57,808,000 (7.4%) from the year-end 2003. Deposits grew to $954,159,000 at September 30, 2004, an increase of $6,441,000 (0.7%) from June 30, 2004 and an increase of $16,049,500,000 (1.7%) from year-end 2003. On a year-over-year basis, internal growth has generated an increase in assets of $103,882,000 (10.7%); an increase in loans of $92,181,000 (12.3%); and an increase in deposits of $82,157,000 (9.4%).

At September 30, 2004, nonperforming assets totaled $7,281,000, which was a decrease of $3,289,000 from the June 30, 2004 balance of $10,570,000. The decrease was attributable to the charge-off of one of the two loans related to the City of King redevelopment project. The second loan moved from nonaccrual status to OREO in the quarter. (For additional information see Nonaccrual, Past Due, Restructured Loans and Other Real Estate Owned section of this MD&A and Part II Items 1 and 6 (b)).

Central Coast Bancorp ended the third quarter of 2004 with a Tier 1 capital ratio of 10.5% and a total risk-based capital ratio of 11.7% versus 10.5% and 11.8%, respectively, at the end of the third quarter of 2003.

Within the Management’s Discussion and Analysis, interest income, net interest income, net interest margin and the efficiency ratio are presented on a fully taxable equivalent basis (“FTE”). These items have been adjusted to give effect to $287,000 and $273,000 in taxable equivalent interest income on tax-free investments for the three-month periods ended September 30, 2004 and 2003 and $841,000 and $828,000 for the nine-month periods ended September 30, 2004 and 2003.

The following table provides a summary of the major elements of income and expense for the periods indicated.

Condensed Comparative Income Statement

(1) Interest on tax-free securities is reported on tax equivalent basis.

Net interest income / net interest margin

Net interest income, the difference between interest earned on loans and investments and interest paid on deposits and other borrowings, is the principal component of the Bank’s earnings. Net interest margin is net interest income expressed as a percentage of average earning assets. The first two following tables provide a summary of the components of net interest income and the changes within the components for the periods indicated. The third table sets forth a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated.

(1) Loan interest income includes fee income of $416,000 and $427,000 for the three months ended September 30, 2004 and 2003, respectively.

(2) Includes the average allowance for loan losses of $17,510,000 and $15,777,000 and average deferred loan fees of $1,127,000 and $1,057,000 for the three months ended September 30, 2004 and 2003, respectively.

(3) Net interest margin is computed by dividing net interest income by the total average earning assets.

(1) Loan interest income includes fee income of $1,333,000 and $1,251,000 for the nine months ended September 30, 2004 and 2003, respectively

(2) Includes the average allowance for loan losses of $16,971,000 and $15,493,000 and average deferred loan fees of $1,143,000 and $1,010,000 for the nine months ended September 30, 2004 and 2003, respectively.

(3) Net interest margin is computed by dividing net interest income by the total average earning assets.

(1) The average balance of non-accruing loans is not significant as a percentage of total loans and, as such, has been included in net loans.

(2)  Loan fees of $416,000 and $427,000 for the quarters ended September 30, 2004 and 2003, and loan fees of $1,333,000 and $1,251,000 for the nine months ended September 30, 2004 and 2003, respectively, have been included in the interest income computation.

(3)  Includes taxable-equivalent adjustments that relate to income on certain securities that are exempt from Federal income taxes. The effective Federal statutory tax rate was 35% for 2004 and 2003.

(4) The rate / volume variance has been included in the rate variance.

Net interest income for the third quarter of 2004 was $11,414,000, which was an increase of $1,483,000 (14.9%) from the $9,931,000 recorded in the third quarter of 2003. Both interest income and interest expense increased from their prior year levels. The interest income component increased $1,491,000 (11.7%) on a quarter-over-quarter basis as due to the large increase in earning assets. Average loan balances were $80,472,000 (11.1%) higher in the third quarter of 2004 versus the same quarter in the previous year. This volume difference added $1,094,000 to interest income. However, the average yield earned on loans in the third quarter of 2004 was 6.04%, a decrease of 5 basis points from the yield earned in the third quarter of 2003. The lower loan yield decreased interest income by $141,000. The average balance of taxable investment securities in the third quarter of 2004 was $34,573,000 (38.8%) higher than it was in the third quarter of 2003. The higher balances added $300,000 to interest income. The rates received on those investments increased 32 basis points between the two periods. The higher rates increased interest income $95,000 on a quarter-over-quarter basis. The average balance of the Company’s portfolio of tax-exempt securities increased $4,887,000 (10.1%) from the third quarter of 2003 to the third quarter of 2004. The tax equivalent yield decreased 29 basis points to 6.43% during that period. The higher balance and lower rate combined to increase interest income $42,000.

Interest expense had a slight increase of only $8,000 to $2,853,000 in the third quarter of 2004 as compared to the third quarter of 2003. The average rate paid on interest-bearing liabilities declined 14 basis points to 1.62% for the third quarter of 2004 as compared to 1.76% in the year earlier period. This decrease in rates reduced interest expense by $197,000. Average balances of interest-bearing liabilities in the third quarter of 2004 increased by $56,656,000 (8.8%) over the prior year period. These higher balances added $205,000 to interest expense.

The net interest margin for the third quarter of 2004 was 4.56% as compared to 4.39% in the year earlier period. The net interest margin in the third quarter of 2004 increased 4 basis points from 4.52% in the second quarter of 2004. The increase in net interest margin from the second quarter is primarily a result of slightly higher yields on loans and taxable investment securities as compared to a smaller increase in rates paid on deposit liabilities.

For the nine-month period ending September 30, 2004, net interest income increased $3,856,000 (13.4%) over the first nine months of 2003. The interest income component increased $3,298,000 to $40,864,000. Average balances of earning assets were $104,839,000 (12.2%) higher in the first nine-months of 2004 than the same period in 2003. The average balance of loans was $61,667,000 higher, which contributed $2,856,000 to interest income. The average yield received on loans in the first nine-months of 2004 was 17 basis points lower than the 6.17% received in the year earlier period. The lower yield on loans decreased interest income by $968,000. The average balance of taxable investment securities was $54,797,000 (80.1%) higher in the first nine-months of 2004 than in the year earlier period. The higher balances in taxable investments increased interest income $1,485,000.

Interest expense for the nine-month period ending September 30, 2004 decreased $558,000 (6.3%) from the first nine-months of 2003. Average balances of interest bearing liabilities in the first nine-months of 2004 were $61,523,000 9.9%) higher than in the year earlier period. These volume increases added $685,000 to interest expense. For the first nine-months of 2004, average rates paid on interest bearing liabilities was 1.62% for a decline of 28 basis points from the rates paid in the first nine-months of 2003. The lower rates resulted in a $1,243,000 decrease in interest expense in the first nine-months of 2004 from the prior year period.

The impact of the above changes in volumes and rates for earning assets and interest bearing liabilities for the first nine-months of 2004 resulted in a 5 basis point increase in the net interest margin to 4.50% from 4.45% in the year earlier period.

Provision for Loan Losses

The Bank provided $885,000 for loan losses in the third quarter of 2004 as compared to $630,000 in the third quarter of 2003. For the nine-month period ended September 30, 2004, the Bank provided $1,540,000 compared to $930,000 in the year earlier period. The provision for loan losses that has been recorded is based on factors which consider the growth or decline in the level of loans, changes in the level of nonperforming and classified assets, changing portfolio mix and prevailing local and national economic conditions to establish the required level of loan loss reserves. At September 30, 2004, the ratio of the allowance for loan losses to total loans was 1.76% as compared to 2.12% at December 31, 2003 and 2.17% at September 30, 2003. (See the “Credit Risk” and “Allowance for Loan Losses” sections for additional discussion).

Noninterest Income

Noninterest income consists primarily of service charges on deposit accounts and fees for miscellaneous services. Noninterest income decreased $453,000 (29.5%) to $1,085,000 in the third quarter of 2004 as compared to $1,538,000 in the third quarter of 2003. Most of the decrease was related to two significant changes. In the third quarter of 2003, the Company recorded operating income of $260,000 from its OREO property and it realized a gain of $176,000 on the sale of investment securities. During the third quarter of this year, the Company did not have any revenue from OREO or gains on the sale of securities.

For the first nine-months of 2004, noninterest income decreased $1,021,000 (24.7%) to $3,110,000 compared to $4,131,000 in the same period last year. Service charges on deposits increased to $2,346,000 from $2,330,000 in 2003. In the first nine-months of 2004, other fee income was $764,000, a decrease of $1,037,000 from the $1,801,000 earned in the same period last year. Within other fees there were three significant changes. Mortgage origination fees decreased $155,000 due to lower volume of home refinancing in 2004. The Company did not have any income from OREO in 2004 as compared to $383,000 in 2003. The Company realized losses of $116,000 on the sale of securities in 2004 as compared to gains of $430,000 in 2003.

Noninterest Expense

Noninterest expenses increased $308,000 (5.1%) to $6,335,000 in the third quarter of 2004 as compared to $6,027,000 in the third quarter 2003. Salary and employee benefits increased $302,000 (8.9%) to $3,709,000 because of additional staffing for the new Santa Cruz and Soledad branches, internal growth, higher benefit costs, and normal salary increases. On a quarter-over-quarter basis, occupancy and fixed asset expenses increased $108,000 (10.2%) from $1,061,000 in 2003 to $1,169,000 in 2004. Costs related to the new Santa Cruz and Soledad branches and higher business volume contributed to the increase. Other expenses for the third quarter of 2004 was $1,457,000, a decrease of $102,000 (6.5%) from the prior year quarter. In the third quarter of 2003, the Company incurred $293,000 in OREO expense as compared to none in 2004. Increase in business volumes, higher audit fees due to compliance with Sarbanes-Oxley internal control requirements and increased promotional costs contributed to offsetting some of the favorable impact of the lower OREO expense. The efficiency ratio for the quarter ended September 30, 2004 was 50.7% as compared to 52.6%, in the year earlier period.

Noninterest expenses for the nine-month period ending September 30, 2004 increased $896,000 (5.1%) to a total of $18,468,000 compared to $17,572,000 for the same period in 2003. Salary and benefit expenses increased $854,000 (8.5%) to $10,891,000 in 2004 versus $10,037,000 in the first nine-months of 2003. The increase was due to the additional staffing for the new Santa Cruz and Soledad branches, higher benefit costs and normal salary increases. For the first nine-months of 2004, occupancy and fixed asset expenses increased $135,000 (4.2%) to $3,377,000 compared to $3,242,000 in the same period last year. Costs related to the two new branches and higher business volume contributed to the increase. Other expenses decreased $93,000 (2.2%) to $4,200,000 for the nine-month period ended September 30, 2004. OREO expenses decreased $546,000 as the Company sold the property in 2003. The same factors discussed in the preceding paragraph contributed to offsetting some of the favorable impact of the lower OREO expense. The efficiency ratio for the first nine-months of 2004 was 51.7% as compared to 53.5% for the same period of 2003.

Provision for Income Taxes

The Company recorded income tax expense of $1,729,000 and $5,143,000 for the quarter and nine-month periods ending September 30, 2004 as compared to $1,589,000 and $4,739,000 for the same periods in 2003. The effective tax rates, considering state and federal taxes, and tax exempt income, for the third quarter and first nine-months of 2004 were 34.6% compared to 35.0% for the same periods in 2003. The effective tax rate was lower in both periods of 2004 as the Company revised the calculation of deferred tax assets for a change in the tax rate.

Securities

At September 30, 2004, available-for-sale securities had a market value of $179,322,000 with an amortized cost basis of $177,340,000. On an amortized cost basis, the investment portfolio decreased by $2,055,000 from the balance at June 30, 2004 and increased $25,722,000 from the balance at December 31, 2003. The pretax unrealized gain of $1,982,000 at September 30, 2004 represented an increase of $3,845,000 from the unrealized loss of $1,863,000 at June 30, 2004 and a decrease of $127,000 from the unrealized gain of $2,109,000 at December 31, 2003. The change from an unrealized loss to an unrealized gain position on the portfolio was the result of the change in interest rates during the third quarter of 2004 as the investment markets reacted to slower economic growth.

Loans

The ending loan balance at September 30, 2004 was $840,549,000, which was an increase of $40,697,000 (5.1%) from the June 30, 2004 balance, an increase of $57,808,000 (7.4%) from the year-end 2003 balance and an increase of $92,181,000 (12.3%) from the September 30, 2003 balance. During the third quarter all loan categories increased from June 30, 2004 balances. The most significant loan growth in the quarter was in the real estate – other category, which increased $31,760,000 (6.0%). Construction loans increased $5,665,000 (2.5%). Commercial loans increased $2,393,000 (6.1%) and Consumer loans increased $927,000 (7.6%). Within its primary market area, the Bank has diversified its risk both as to property type and location. See “Credit Risk” below for a discussion regarding real estate risk.

Credit Risk

The Bank assesses and manages credit risk on an ongoing basis through stringent credit review and approval policies, extensive internal monitoring and established formal lending policies. Additionally, the Bank contracts with an outside loan review consultant to periodically examine new loans and to review the existing loan portfolio. Management believes its ability to identify and assess risk and return characteristics of the Company’s loan portfolio is critical for profitability and growth. Management strives to continue the historically low level of loan losses by continuing its emphasis on credit quality in the loan approval process, active credit administration and regular monitoring. With this in mind, management has designed and implemented a comprehensive loan review and grading system that functions to continually assess the credit risk inherent in the loan portfolio.

Ultimately, the credit quality of the Bank’s loans may be influenced by underlying trends in the national and local economic and business cycles. The Bank’s business is mostly concentrated in Monterey County. The County’s economy is highly dependent on the agricultural and tourism industries. The agricultural industry is also a major driver of the economies of San Benito County and the southern portions of Santa Cruz and Santa Clara Counties, which represent the additional market areas for the Bank. As a result, the Bank lends money to individuals and companies dependent upon the agricultural and tourism industries.

The Company has significant extensions of credit and commitments to extend credit which are secured by real estate, totaling approximately $698 million at September 30, 2004. Although management believes this real estate concentration has no more than the normal risk of collectibility, a substantial decline in the economy in general, or a decline in real estate values in the Bank’s primary market areas in particular, could have an adverse impact on the collectibility of these loans. The ultimate recovery of these loans is generally dependent on the successful operation, sale or refinancing of the real estate. The Bank monitors the effects of current and expected market conditions and other factors on the collectibility of real estate loans. When, in management’s judgment, these loans are impaired, an appropriate provision for losses is recorded. The more significant assumptions management considers involve estimates of the following: lease, absorption and sale rates; real estate values and rates of return; operating expenses; inflation; and sufficiency of collateral independent of the real estate including, in limited instances, personal guarantees. Notwithstanding the foregoing, abnormally high rates of impairment due to general or local economic conditions could adversely affect the Company’s future prospects and results of operations.

In extending credit and commitments to borrowers, the Bank generally requires collateral and/or guarantees as security. The repayment of such loans is expected to come from cash flow or from proceeds from the sale of selected assets of the borrowers. The Bank’s requirement for collateral and/or guarantees is determined on a case-by-case basis in connection with management’s evaluation of the creditworthiness of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing properties, residences and other real property. The Bank secures its collateral by perfecting its interest in business assets, obtaining deeds of trust, or outright possession among other means. Loan losses from lending transactions related to real estate and agriculture compare favorably with the Bank’s loan losses on its loan portfolio as a whole.

Management believes that its lending policies and underwriting standards will tend to mitigate losses in an economic downturn; however, there is no assurance that losses will not occur under such circumstances. The Bank’s loan policies and underwriting standards include, but are not limited to, the following: 1) maintaining a thorough understanding of the Bank’s service area and limiting investments outside of this area, 2) maintaining a thorough understanding of borrowers’ knowledge and capacity in their field of expertise, 3) basing real estate construction loan approval not only on salability of the project, but also on the borrowers’ capacity to support the project financially in the event it does not sell within the original projected time period, and 4) maintaining conforming and prudent loan to value and loan to cost ratios based on independent outside appraisals and ongoing inspection and analysis by the Bank’s construction lending officers. In addition, the Bank strives to diversify the risk inherent in the construction portfolio by avoiding concentrations to individual borrowers and on any one project.

Nonaccrual, Past Due, Restructured Loans and Other Real Estate Owned (OREO)

Management generally places loans on nonaccrual status when they become 90 days past due, unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, the accrued and unpaid interest receivable is reversed and the loan is accounted for on the cash or cost recovery method thereafter, until qualifying for return to accrual status. Generally, a loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement and remaining principal is considered collectible or when the loan is both well secured and in the process of collection. Loans are charged off when, in the opinion of management, collection appears unlikely. The following table sets forth nonaccrual loans, loans past due 90 days or more, restructured loans performing in compliance with modified terms and OREO at September 30, 2004 and December 31, 2003:

Nonperforming and restructured loans decreased from $10,570,000 at June 30, 2004 to $2,031,000 at September 30, 2004. Approximately $9.0 million of the nonperforming balance at June 30, 2004 pertained to loans for a commercial and retail redevelopment project in the City of King. During the third quarter of 2004, the Company charged-off a balance of $3.3 million on one of these loans and foreclosed on the other loan. At September 30, 2004, the property was recorded as other real estate owned (OREO) at a value of $5,250,000. (For additional information see Part II Items 1 and 6 (b)). As a result of the aforementioned charge-off, nonperforming assets decreased $3,289,000 from the June 30, 2004 balance. Consequently, the ratio of the allowance for loan losses to nonperforming and restructured loans increased to 728% at September 30, 2004 as compared to 159% at December 31, 2003 and 146% at September 30, 2003. The ratio of the allowance for loan losses to total loans was 1.76% at September 30, 2004 as compared to 2.12% at December 31, 2003 and 2.17% at September 30, 2003. The Company had OREO of $5,250,000 at September 30, 2004, which consisted of the redevelopment project as mentioned above. The Company did not have any OREO properties at December 31, 2003.

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are 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.

At September 30, 2004, the recorded investment in loans that are considered impaired under SFAS No. 114 was $1,717,000. The total impaired loans include $924,000 of nonaccrual loans, $752,000 of restructured loans and $41,000 in other loans identified as impaired. The impaired loans had related valuation allowances totaling $563,000.

At December 31, 2003, the recorded investment in loans considered impaired was $10,694,000, of which $9,606,000 was included in nonaccrual loans, $835,000 was included in restructured loans and $253,000 in other loans identified as impaired. The impaired loans had valuation allowances totaling $2,516,000.

Other than for the impaired loans disclosed above, management is not aware of any other potential problem loans, which were accruing and current at September 30, 2004, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms.

Allowance for Loan Losses

The Bank maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on our regular assessments of the probable estimated losses inherent in the loan portfolio and to a lesser extent, unused commitments to provide financing. Determining the adequacy of the allowance is a matter of careful judgment, which reflects consideration of all significant factors that affect the collectibility of the portfolio as of the evaluation date. Our methodology for measuring the appropriate level of the allowance relies on several key elements, which include the formula allowance, specific allowances for identified problem loans and the unallocated reserve. The unallocated allowance contains amounts that are based on management’s evaluation of conditions that are not directly measured in the determination of the formula and specific allowances.

The formula allowance is calculated by applying loss factors to outstanding loans and certain unused commitments, in each case based on the internal risk grade of such loans and commitments. Changes in risk grades of both performing and nonperforming loans affect the amount of the formula allowance. Loss factors are based on our historical loss experience and may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. At September 30, 2004, the formula allowance was $10,590,000 compared to $12,400,000 at June 30, 2004 and $12,236,000 at December 31, 2003. The decrease in the formula allowance in the third quarter was primarily a result of a decrease in the balances of supervised loans and a reduction in the factor applied to one classification of supervised loans.

In addition to the formula allowance calculated by the application of the loss factors to the standard loan categories, certain specific allowances may also be calculated. Quarterly, all significant classified and criticized loans are analyzed individually based on the source and adequacy of repayment and specific type of collateral, and an assessment is made of the adequacy of the formula reserve relative to the individual loan. A specific allocation either higher or lower than the formula reserve will be calculated based on the higher/lower-than-normal probability of loss and the adequacy of the collateral. At September 30, 2004, the specific allowance was $2,485,000 on a loan base of $20,907,000 compared to a specific allowance of $2,810,000 on a loan base of $31,537,000 at June 30, 2004 and a specific allowance of $3,059,000 on a loan base of $40,545,000 at December 31, 2004. The decrease in the specific allowance in the third quarter of 2004 was due to the decrease in the level of loans requiring specific valuation allowances coupled with changes of the level of specific allowance applied to several loans.

The unallocated allowance contains amounts that are based on management’s evaluation of conditions that 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 loans or portfolio segments. At September 30, 2004, the unallocated allowance was $1,703,000 compared to $2,022,000 at June 30, 2004 and $1,294,000 at December 31, 2003. The conditions evaluated in connection with the unallocated allowance include the following at the balance sheet date:

o The current national and local economic and business conditions, trends and developments, including the condition of various market segments within our lending area;

o Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices;

o Changes in the nature, mix, concentrations and volume of the loan portfolio;

o The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Bank’s current portfolio.

There can be no assurance that the adverse impact of any of these conditions on the Bank will not be in excess of the unallocated allowance as determined by management at September 30, 2004 and set forth in the preceding paragraph.

The allowance for loan losses totaled $14,779,000 or 1.76% of total loans at June 30, 2004 compared to $17,232,000 or 2.15% at June, 2004, $16,590,000 or 2.12% at December 31, 2003 and $16,272,000 or 2.17% at September 30, 2003. At these dates, the allowance represented 728%, 163%, 159% and 146% of nonperforming loans.

It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the loan portfolio. Based on information currently available to analyze loan loss potential, including economic factors, overall credit quality, historical delinquency and a history of actual charge-offs, management believes that the loan loss provision and allowance are adequate. However, no prediction of the ultimate level of loans charged off in future years can be made with any certainty.

The following table summarizes activity in the allowance for loan losses for the periods indicated:

Liquidity

Liquidity management refers to the Company’s ability to provide funds on an ongoing basis to meet fluctuations in deposit levels as well as the credit needs and requirements of its clients. Both assets and liabilities contribute to the Company’s liquidity position. Federal funds lines, short-term investments and securities, and loan repayments contribute to liquidity, along with deposit increases, while loan funding and deposit withdrawals decrease liquidity. The Bank assesses the likelihood of projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual client funding needs. Commitments to fund loans and outstanding standby letters of credit at September 30, 2004 were approximately $265,583,000 and $10,568,000, respectively. Such loans relate primarily to commercial revolving lines of credit, real estate construction loans, other commercial loans and home equity lines of credit.

The Company’s sources of liquidity consist of overnight funds sold to correspondent banks, unpledged marketable investments, loans pledged to the Federal Home Loan Bank of San Francisco (“FHLB-SF”) and sellable SBA loans. On September 30, 2004, liquid assets totaled $174.0 million or 16.2% of total assets as compared to $208.3 million or 20.1% of total assets on December 31, 2003. In addition to liquid assets, the Bank maintains short-term lines of credit with correspondent banks. At September 30, 2004, the Bank had $90,000,000 available under these credit lines. Informal agreements are also in place with various other banks to purchase participations in loans, if necessary. The Company serves primarily a business and professional customer base and, as such, its deposit base is susceptible to economic fluctuations. Accordingly, management strives to maintain a balanced position of liquid assets to volatile and cyclical deposits.

Capital Resources

The Company’s total shareholders’ equity was $97,750,000 at September 30, 2004 compared to $89,595,000 at December 31, 2003.

The Company and the Bank are subject to regulations issued by the Board of Governors and the FDIC which require maintenance of a certain level of capital. Under the regulations, capital requirements are based upon the composition of an institution’s asset base and the risk factors assigned to those assets. The guidelines characterize an institution’s capital as being “Tier 1” capital (defined to be principally shareholders’ equity less intangible assets) and “Tier 2” capital (defined to be principally the allowance for loan losses, limited to one and one-fourth percent of gross risk weighted assets). The guidelines require the Company and the Bank to maintain a risk-based capital target ratio of 8%, one-half or more of which should be in the form of Tier 1 capital.

The following table shows the Company’s and the Bank’s actual capital amounts and ratios at September 30, 2004 and December 31, 2003 as well as the minimum capital ratios for capital adequacy under the regulatory framework:

The Bank meets the “well capitalized” ratio measures at both September 30, 2004 and December 31, 2003.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Overview

The goal for managing the assets and liabilities of the Bank is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Bank to undue interest rate risk. The Board of Directors has overall responsibility for the Company’s interest rate risk management policies. The Bank has an Asset and Liability Management Committee (ALCO), which establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates.

Asset/Liability Management

Activities involved in asset/liability management include but are not limited to lending, accepting and placing deposits, investing in securities and issuing debt. Interest rate risk is the primary market risk associated with asset/liability management. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contribute to earnings even in periods of volatile interest rates. The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin and market value of equity under changing interest rate environments. The Company uses simulation models to forecast earnings, net interest margin and market value of equity.

Simulation of earnings is one of the tools used to measure the sensitivity of earnings to interest rate changes. Using computer modeling techniques, the Company is able to estimate the potential impact of changing interest rates on earnings. A balance sheet forecast is prepared using inputs of actual loan and interest bearing liability (i.e. deposits/borrowings) positions as the beginning base.

The Company measures the interest rate risk embedded in its current portfolio based on interest rates evolving over time along four forecast paths. Net interest margin and net interest income are calculated as the forecast balance sheet is processed against these four interest rate scenarios. One scenario is a flat rate based on the current rate environment. One scenario is an economic forecast, based on underlying economic and financial sector modeling. The other two are a rising and declining scenario based on gradual rate ramps which embody rate relationships. The nature of the specified rate tests is a gradual but significant change in interest rates projected to evolve over 12 months. The interest rate risk modeling is a useful tool, but there are certain limits to the rate forecast estimates. Actual rate changes rarely follow any given forecast, asset-liability pricing and other model inputs usually do not remain constant in their historic relationships as new rate environments evolve. However, holding these assumptions constant through the modeling horizon helps to appropriately emphasize specific repricing/mismatch points and their performance implications.

A one year projection of net interest income, as forecast below, was modeled utilizing a forecast balance sheet projected from August 31, 2004 balances.

The following table summarizes the effect on net interest income of three rate scenarios as measured against a most likely rate scenario.

Interest Rate Risk Simulation of Net Interest Income

The Company also estimates rate risk through the use of rate shock analysis. The model calculates both the percent and dollar changes in net interest income (NII) and market value of equity (MVE) projected to occur should the yield curve instantaneously shift up or down in a parallel fashion from its beginning position. MVE measures the impact on equity due to the changes in the market values of assets and liabilities as a result of a change in interest rates. In the rate shock analysis, the forecast balance sheet is processed against seven interest rate scenarios. These seven interest rate scenarios include the flat rate scenario described above, and six additional rate shock scenarios ranging from +300 to -300 basis points around the flat scenario in 100 basis point increments. These rate shock scenarios assume that interest rates increase or decrease immediately and remain at the new level in the future. The Company measures the volatility of these benchmarks using a twelve-month time horizon. Using the August 31, 2004 balance sheet as the base for the simulation, the following table summarizes the effect on net interest income of a +200 and +/-100 basis point change in interest rates. Due to the current historic low level of interest rates, the potential for interest bearing deposit accounts to respond to further changes in projected rates is limited, therefore calculations for rate decreases greater than 100 bp are misleading and have not been presented.

Interest Rate Risk Simulation of NII

These results indicate that the balance sheet is asset sensitive since earnings increase when interest rates rise. The magnitude of the NII change is within the Company’s policy guidelines. The asset liability management policy limits aggregate market risk, as measured in this fashion, to an acceptable level within the context of risk-return trade-offs.

The simulations of earnings do not incorporate any management actions, which might moderate the negative consequences of interest rate deviations. Therefore, they do not reflect likely actual results, but serve as conservative estimates of interest rate risk. The risk profile of the Company has not changed materially from that at year-end 2003.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management as of the end of the Company’s fiscal quarter ended September 30, 2004. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

(b) Internal Control Over Financial Reporting: An evaluation of any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), that occurred during the Company’s fiscal quarter ended September 30, 2004, was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that no change identified in connection with such evaluation has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER MATTERS

Terrorist Acts

The terrorist actions on September 11, 2001 and thereafter have had significant adverse effects upon the United States economy. Whether the terrorist activities in the future and the actions of the United States and its allies in combating terrorism on a worldwide basis, including the current military action in Iraq, will adversely impact the Company and the extent of such impact is uncertain. However, such events have had and may continue to have an adverse effect on the economy in the Company’s market areas. Such continued economic deterioration could adversely affect the Company’s future results of operations by, among other matters, reducing the demand for loans and other products and services offered by the Company, increasing nonperforming loans and the amounts reserved for loan losses, and causing a decline in the Company’s stock price.

Off-Balance Sheet Items

The Company has certain ongoing commitments under operating leases. These commitments do not significantly impact operating results. As of September 30, 2004 and December 31, 2003, commitments to extend credit and letters of credit were the only financial instruments with off-balance sheet risk (See Note 3 to the consolidated condensed financial statements — Commitments and Contingencies). The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options or similar instruments.

Certain financial institutions have elected to use special purpose vehicles (“SPV”) to dispose of problem assets. A SPV is typically a subsidiary company with an asset and liability structure and legal status that makes it obligations secure even if the parent corporation goes bankrupt. Under such circumstances, these financial institutions may exclude the problem assets from their reported impaired and non-performing assets. The Company does not use SPV or other structures to dispose of problem assets.

Website Access

Information on the Company and its subsidiary Bank may be obtained from the Company’s website www.community-bnk.com. Copies of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto are available free of charge on the website as soon as they are filed with the SEC. To access these reports through a link to the Edgar reporting system simply select the “Central Coast Bancorp – Corporate Profile” menu item, then click on the “Central Coast Bancorp SEC Filings” link. Section 16 insider filings can also be accessed through the website. Follow the same instructions and select “Central Coast Bancorp SEC Section 16 Reports”.

PART II — OTHER INFORMATION

Item 1. Legal proceedings.

At June 30, 2004, the Bank held approximately $9.0 million of nonperforming loans pertaining to a commercial and retail redevelopment project in the City of King. During the third quarter of 2004, the Company charged-off a balance of $3.3 million on one of these loans and foreclosed on the other loan. At September 30, 2004, the property was recorded as other real estate owned (OREO) at a value of $5,250,000. The foreclosure proceedings are separate and apart from the Bank’s actions related to the City of King regarding the CD secured loan in the approximate amount of $4.4 million. Details of these loans have been disclosed on Forms 8-K and Forms 10-Q filed with the Securities and Exchange Commission (SEC) during 2003 as reflected in Form 10-K for the period ended December 31, 2003, filed with the SEC on March 1, 2004.

The outcome of the dispute regarding the above discussed CD secured loan continues to be uncertain at the present time; however, the Bank intends to vigorously defend its rights in respect of the certificate of deposit on appeal of the Judgment.

Except as disclosed above, there are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company or the Bank is a party or as to which any of their property is subject.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

The Board of Directors has authorized a stock repurchase program under which repurchases will be made from time to time by the Company in the open market, or in block purchases, or in privately negotiated transactions, in compliance with Securities and Exchange Commission rules. During the third quarter of 2004, the Company did not repurchase any shares. Year-to-date through September 30, 2004, the Company has repurchased 140,792 shares at a total cost of $2,501,000. During the fourth quarter, the Company intends to continue to repurchase shares up to the remaining 197,891 shares authorized for repurchase under the Plan. The following table summarizes repurchase activity during the third quarter.

Purchases of Central Coast Bancorp Stock

Item 3. Defaults upon senior securities.

None.

Item 4. Submission of matters to a vote of security holders.

None.

Item 5. Other information.

None.

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

(a) Exhibits

Agreement and Plan of Reorganization and Merger by and between Central Coast Bancorp, CCB Merger Company and Cypress Coast Bank dated as of December 5, 1995, incorporated by reference from Exhibit 99.1 to Form 8-K, filed with the Commission on December 7, 1995.

Articles of Incorporation, as amended, incorporated by reference from Exhibit 10.18 to the Registrant’s 2001 Annual Report on Form 10-K filed with the Commission on March 26, 2002.

Bylaws, as amended.

Specimen form of Central Coast Bancorp stock certificate, incorporated by reference from the Registrant’s 1994 Annual Report on Form 10-K filed with the Commission on March 31, 1995.

Lease agreement dated December 12, 1994, related to 301 Main Street, Salinas, California incorporated by reference from the Registrant’s 1994 Annual Report on Form 10-K filed with the Commission on March 31, 1995.

King City Branch Lease incorporated by reference from Exhibit 10.3 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on March 28, 1994.

Amendment to King City Branch Lease, incorporated by reference from Exhibit 10.4 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on March 28, 1994.

1994 Stock Option Plan, as amended and restated, incorporated by reference from Exhibit 99 to Registration Statement on Form S-8, No. 33-89948, filed with the Commission on November 15, 1996.

Form of Nonstatutory Stock Option Agreement under the 1994 Stock Option Plan incorporated by reference from Exhibit 99 to Registration Statement on Form S-8, No. 33-89948, filed with Commission on November 15, 1996.

Form of Incentive Stock Option Agreement under the 1994 Stock Option Plan incorporated by reference from Exhibit 99 to Registration Statement on Form S-8, No. 33-89948, filed with the Commission on November 15, 1996.

Form of Director Nonstatutory Stock Option Agreement under the 1994 Stock Option Plan incorporated by reference from Exhibit 99 to Registration Statement on Form S-8, No. 33-89948, filed with the Commission on November 15, 1996.

Form of Bank of Salinas Indemnification Agreement for directors and executive officers incorporated by reference from Exhibit 10.9 to Amendment No. 1 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on April 15, 1994.

401(k) Pension and Profit Sharing Plan Summary Plan Description incorporated by reference from Exhibit 10.8 to Registration Statement on Form S-4, No. 33-76972, filed with the Commission on March 28, 1994.

Form of Executive Employment Agreement incorporated by reference from Exhibit 10.13 to the Company’s 1996 Annual Report on Form 10-K filed with the Commission on March 31, 1997.

Form of Executive Salary Continuation Agreement incorporated by reference from Exhibit 10.14 to the Company’s 1996 Annual Report on Form 10-K filed with the Commission on March 31, 1997.

Form of Indemnification Agreement incorporated by reference from Exhibit D to the Proxy Statement filed with the Commission on September 3, 1996, in connection with Registrant’s 1996 Annual Shareholders’ Meeting held on September 23, 1996.

Purchase and Assumption Agreement for the Acquisition of Wells Fargo Bank Branches incorporated by reference from Exhibit 10.17 to the Registrant’s 1996 Annual Report on Form 10-K filed with the Commission on March 31, 1997.

Lease agreement dated November 27, 2001 related to 491 Tres Pinos Road, Hollister, California incorporated by reference from Exhibit 10.17 to the Registrant’s 2001 Annual Report on Form 10-K filed with the Commission on March 26, 2002.

Lease agreement dated February 11, 2002, related to 761 First Street, Gilroy, California incorporated by reference from Exhibit 10.18 to the Registrant’s 2001 Annual Report on Form 10-K filed with the Commission on March 26, 2002.

Lease agreement dated November 18, 2002, related to 439 Alvarado Street, Monterey, California incorporated by reference from Exhibit 10.16 to the Registrant’s 2002 Annual Report on Form 10-K filed with the Commission on March 20, 2003.

2004 Stock Option Plan and Forms of Incentive and Nonstautory Stock Option Agreement incorporated by reference from Exhibit 99.1 to Registration Statement on Form S-8, No. 333-117043, filed with the Commission on June 30, 2004.

Code of Ethics, incorporated by reference from Exhibit 14.1 to the Registrant's 2004 Annual Report on Form 10-K filed with the Commission on March 1, 2004.

The Registrant's only subsidiary is its wholly owned subsidiary, Community Bank of Central California.

Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Central Coast Bancorp by its Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Denotes management contracts, compensatory plans or arrangements.

(b) Reports on Form 8-K.

A report of Form 8-K was filed with the Commission on August 26, 2004 reporting that as of August 12, 2004, the Registrant’s subsidiary, Community Bank of Central California, had taken possession through foreclosure of real estate collateral to offset outstanding loans and other costs related to $9.0 million of nonperforming loans. The loans for a commercial/retail redevelopment project in the City of King which were secured by real estate and certificate of deposit collateral.

A second report on Form 8-K was filed with the Commission on October 4, 2004, reporting a change in directors and an amendment to the Company’s By-Laws.

A third report on Form 8-K was filed with the Commission on October 22, 2004, reporting a press release dated October 19, 2004 regarding the Company’s operating results for the quarter ended September 30, 2004.

A fourth report on Form 8-K was filed with the Commission on November 1, 2004 reporting an amendment to the Company’s By-Laws.

SIGNATURES

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

EXHIBIT INDEX