8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 10, 2008

Date of Report (Date of earliest event reported)

Northern California Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

000-27666	77-0421107
(Commission File Number)	(IRS Employer Identification No.)
601 Munras Avenue	93940
(Address of Principal Executive Office)	(Zip Code)

831-649-4600

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01:  Other Events

On April 10, 2008, Northern California Bancorp, Inc. issued a press release reporting the affect on its first quarter 2008 earnings of the Visa, Inc initial public offering.  A copy of such press release is attached, and incorporated herein by reference as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements – not applicable

(b)Pro forma financial information – not applicable

(c)Shell company transactions – not applicable

(d)Exhibits.

EXHIBIT #  99.1 Press release of Northern California Bancorp, Inc. dated April 10, 2008.

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 hereunto duly authorized.

Date:	April 10, 2008	Northern California Bancorp, Inc.
		By:	/s/ Bruce N. Warner
		Executive Vice President &
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

PRESS RELEASE

CONTACT:	Brenda Roncarati
	Monterey County Bank Marketing Director
	(831) 642-6070, Ext. 106
	brenda@montereycountybank.com

NORTHERN CALIFORNIA BANCORP, INC. RECOGNIZES $804,000

PRE-TAX INCOME FROM VISA, INC IPO

MONTEREY, Calif. – April 10, 2008 –Northern California Bancorp, Inc.’s and its wholly owned subsidiary Monterey County Bank announced today that due to its membership in the Visa USA network, first quarter 2008 pre-tax earnings will be increased approximately $694,000 as a result of its equity interest in Visa, Inc.’s recent initial public offering.  In addition, the Company expects to reverse approximately $110,000 of indemnification liabilities related to Visa litigation established in the fourth quarter 2007.  As a result the Company’s first quarter 2008 results are expected to benefit from these events by approximately $442,000 after-tax.

FORWARD-LOOKING STATEMENTS This news release contains forward-looking  statements about the company for which the company claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the company’s possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) changes in interest rates, (2) significant changes in banking laws or regulations, (3) increased competition in the company’s market, (4) other-than-expected credit losses, (5) earthquake or other natural disasters impacting the condition of real estate collateral, (6) the effect of acquisitions and integration of acquired businesses, (7) the impact of proposed and/or recently adopted changes in regulatory, judicial, or legislative tax treatment of business; and (8) unknown economic impacts caused by the State of California’s budget issues. Management cannot predict at this time the severity or duration of the effects of the recent business slowdown on our specific business activities and profitability. Weaker or a further decline in capital and consumer spending, and related recessionary trends could adversely affect our performance in a number of ways including decreased demand for our products and services and increased credit losses.  Likewise, changes in deposit interest rates, among other things, could slow the rate of growth or put pressure on current deposit levels. Forward-looking statements speak only as of the date they are made, and the company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to update earnings guidance including the factors that influence earnings.

Monterey County Bank was chartered by the California State Banking Department in August 1976, and first opened its doors for business in May 1977. Monterey County Bank has four branches located primarily on the Monterey Peninsula and serves all of Monterey County with Small Business Administration (SBA), merchant card services, mortgage and construction lending programs, specializing in small business banking. Monterey County Bank can approve SBA loans in-house, resulting in a much faster turnaround for small businesses obtaining SBA financing. Because Monterey County Bank is locally owned and managed, all decisions, including loan approvals are made in the local office.  For more information call 649-4600.

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