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For the transition period from ____________________________to _________________________________

Commission file number                                                        0-18630                                                                 

(Exact name of registrant as specified in its charter)

                      Delaware                                                                                          95-4274680                          

        (State of other jurisdiction of incorporation                                                     (I.R.S. Employer

                    or organization)                                                                                    Identification No.)

(Address of principal executive offices)                                                                     (Zip Code)

Registrant's telephone number, including area code:     (213) 625-4700                                                                 

                                                                                                                                                                    ;         

(Former name, former address and former fiscal year, if changed since last report)

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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common stock, $.01 par value, 49,918,722 shares outstanding as of October 31, 2004.

PART I - FINANCIAL INFORMATION *

Item 1. FINANCIAL STATEMENTS (Unaudited) *

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) *

Business *

Merger with GBC Bancorp and Related Acquisition Reserves *

Basis of Presentation *

Recent Accounting Pronouncements *

Financial Derivatives *

Stock Split and Increase in Dividend *

Earnings per Share *

Stock-Based Compensation *

Commitments and Contingencies *

Regulatory Matters *

Regulated Investment Company *

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS *

Critical Accounting Policies *

Income Statement Review *

Financial Condition Review *

Asset Quality Review *

Capital Resources *

Capital Adequacy Review *

Liquidity *

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK *

Market Risk *

Financial Derivatives *

Item 4. CONTROLS AND PROCEDURES *

PART II - OTHER INFORMATION *

Item 1. LEGAL PROCEEDINGS *

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS *

Item 3. DEFAULTS UPON SENIOR SECURITIES *

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS *

Item 5. OTHER INFORMATION *

Item 6. EXHIBITS AND REPORTS ON FORM 8-K *

SIGNATURES *

Cathay General Bancorp (the "Bancorp") is the holding company for Cathay Bank (the "Bank"), five limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc., (together the "Company" or "we", "us," or "our"). The Bancorp also owns 100% of the common stock of three statutory business trusts created for the purpose of issuing capital securities. The Bank was founded in 1962 and offers a wide range of financial services. The Bank now operates twenty branches in Southern California, nine branches in Northern California, one branch in Washington State, three branches in New York State, two branches in Massachusetts, and one branch in Houston, Texas, plus representative offices in Hong Kong and Shanghai, China. As part of its post-merger integration plans to efficiently serve its customers, the Bank closed six branches in April 2004 and closed three additional branches in Southern California in October 2004. In addition, the Bank's subsidiary, Cathay Investment Company maintains an office in Taiwan. The Bank is a commercial bank, servicing primarily individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located.

As of the close of business on October 20, 2003, Cathay Bancorp, Inc. completed its merger with GBC Bancorp and its subsidiary, General Bank (the "GBC merger"), pursuant to the terms of the Agreement and Plan of Merger dated May 6, 2003. As a result of the merger, Cathay Bancorp, Inc. issued 6.75 million shares of its newly issued common stock, and paid $162.4 million in cash, including $7.2 million paid during 2004, for all of the issued and outstanding shares of GBC Bancorp common stock. In addition, Cathay Bancorp, Inc's name was changed to Cathay General Bancorp. The results of GBC Bancorp's operations have been included in the Company's consolidated financial statements since October 20, 2003. The return on assets and return on equity after the merger with GBC Bancorp are lower than in previous periods, due in part to the increases in assets and stockholders' equity as a result of the GBC merger.

Reserves for estimated lease termination costs of $1.3 million and severance and contract termination costs of $1.3 million were established as purchase price adjustments for the October 20, 2003, merger with GBC Bancorp. Through September 30, 2004, approximately $0.8 million of these costs have been incurred and paid. During 2004, goodwill was decreased due to a decrease of $1.1 million of income taxes payable upon finalization of GBC Bancorp's tax return for 2003, increased by $0.4 million as a result of an adjustment to the premium assigned to fixed rate loans to reflect estimated prepayments and increased $0.3 million as a result of the increase in the reserve for estimated lease termination costs as a result of more precisely determining the General Bank branches which were closed and several other smaller adjustments. The net impact of these adjustments was a reduction in goodwill of $0.7 million.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation. For further information, refer to the audited consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 2003.

The preparation of the consolidated financial statements in accordance with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most significant estimate subject to change relates to the allowance for loan losses.

 In March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments". This EITF describes a model involving three steps: (1) determine whether an investment is impaired, (2) determine whether the impairment is other-than-temporary, and (3) recognize any impairment loss in earnings. The EITF also requires several additional disclosures for cost-method investments. In September, the FASB approved the deferral of the effective date for EITF No. 03-1 until the finalization of a FASB Staff Position (FSP) to provide additional implementation guidance.

The Company enters into financial derivatives in order to mitigate exposure to interest rate risks related to its interest-earning assets and interest-bearing liabilities. The Company recognizes all derivatives on the balance sheet at fair value. Fair value is based on dealer quotes or quoted prices from instruments with similar characteristics. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company's financial statements.

On March 21, 2000, the Company entered into an interest rate swap agreement with a major financial institution in the notional amount of $20.0 million for a period of five years. The interest rate swap was for the purpose of hedging the cash flows from a portion of our floating rate loans against declining interest rates. The purpose of the hedge is to provide a measure of stability in the future cash receipts from such loans over the term of the swap agreement, which at September 30, 2004, had a remaining term of approximately two quarters. At September 30, 2004, the fair value of the interest rate swap was $0.5 million, exclusive of accrued interest. Amounts to be paid or received on the interest rate swap are reclassified into earnings upon the receipt of interest payments in the underlying hedged loans, including amounts totaling $0.2 million that were reclassified into earnings during the quarter ended September 30, 2004. The estimated net amount of the existing gains within accumulated other comprehensive income that are expected to reclassify into earnings within the next six months is approximately $0.4 million.

Stock Split and Increase in Dividend

On August 19, 2004, the Company's Board of Directors approved a two-for-one stock split of the Company's common stock, in the form of a 100% stock dividend, paid on September 28, 2004, to stockholders of record on September 13, 2004. Share and per share numbers for all periods presented reflect the two-for-one stock split that became effective on September 28, 2004. On October 1, 2004, the Company's Board of Directors approved a 29% increase in the common stock dividend from $0.07 to $0.09 per share payable on October 22, 2004, to stockholders of record on October 13, 2004.

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings.

For the three months and nine months ended September 30, 2004, options to purchase an additional 2.5 million shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. For the three months ended September 30, 2003, all options to purchase shares of common stock were included in the computation of diluted earnings share. For the nine months ended September 30, 2003, 0.2 million shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect.

The following table sets forth basic and diluted earnings per share calculations:

Prior to 2003, the Company used the intrinsic-value method to account for stock-based compensation. Accordingly, no expense was recorded in periods prior to 2003. In 2003, the Company adopted prospectively the fair value recognition provisions of Financial Accounting Standards Board ("FASB") Statement No. 123, "Accounting for Stock-Based Compensation," as amended by FASB Statement No. 148, "Accounting for Stock-Based Compensation - - Transition and Disclosure, an Amendment of FASB Statement No. 123," and began recognizing the expense associated with stock options granted starting in 2003 using the fair value method, which resulted in charges to salaries and employee benefits for the third quarters of 2004 and 2003 of $798,000 and $97,000, respectively. For the nine months ended September 2004 and 2003, the compensation expense associated with stock options granted was $2.3 million and $291,000, respectively. Stock-based compensation expense for stock options is calculated based on the fair value of the award at the grant date, and is recognized as an expense over the vesting period of the grant. The Company uses the Black-Scholes option pricing model to estimate the value of granted options. This model takes into account the option exercise price, the expected life, the current price of the underlying stock, the expected volatility of the Company's stock, expected dividends on the stock, and a risk-free interest rate. Since compensation cost is measured at the grant date, the only variable whose change would impact expected compensation expense recognized in future periods for these grants is actual forfeitures.

Under SFAS No.123, the weighted average per share fair value of the options granted during the nine months of 2004 and the full year 2003 was $6.80 and $5.56, respectively, on the date of grant. Fair value under SFAS No.123 is determined using the Black-Scholes option pricing model with the following assumptions:

If the compensation cost for all awards granted under the Company's stock option plan had been determined using the fair value method of SFAS No. 123, the Company's net income and earnings per share for the three months and the nine months ended September 30, 2004, and 2003, would have been reduced to the pro forma amounts indicated in the table below.