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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended March 31, 2003

OR

For the Transition Period from          to         

Commission file number 0-21656

HUMBOLDT BANCORP

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 under Rule 12b-2 of the Exchange Act).

YES [X]   NO [   ]

Common stock, no par value: 12,360,094 shares
outstanding as of April 21, 2003

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INDEX

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HUMBOLDT BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets (unaudited)
For the Period Ended March 31, 2003 and December 31, 2002
(in thousands)

See accompanying notes to the consolidated financial statements

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HUMBOLDT BANCORP AND SUBSIDIARIES
Consolidated Statements of Income (unaudited)
For the three months ended March 31, 2003 and 2002
(in thousands, except per share data)

See accompanying notes to the consolidated financial statements

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HUMBOLDT BANCORP AND SUBSIDIARIES
Consolidated Statement of Cash Flows (unaudited)
For the three months ended March 31, 2003 and 2002
(in thousands)

See accompanying notes to the consolidated financial statements

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HUMBOLDT BANCORP AND SUBSIDIARIES
Consolidated Statements of Other Comprehensive Income (unaudited)
For the three months ended March 31, 2003 and 2002
(in thousands)

See accompanying notes to the consolidated financial statements

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Humboldt Bancorp and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 – Significant Accounting Policies

     The accounting and financial reporting policies of Humboldt and its subsidiaries conform to generally accepted accounting principles and general banking industry practices. The consolidated financial statements have not been audited and all material intercompany balances and transactions have been eliminated. A more detailed description of Humboldt’s accounting policies is included in the 2002 annual report filed on Form 10-K.

     In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are considered normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. Certain amounts for the comparative periods of 2002 have been reclassified to conform to the 2003 presentation.

Note 2 – Per Share Data

     Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income available to common stockholders and assumed conversions by the weighted average number of shares of common stock plus equivalent shares of common stock outstanding, including dilutive stock options. All per share information contained in this Quarterly Report have been restated to reflect the six-for –five stock split issued in August 2002. The following table provides reconciliation of the basic and dilutive earnings per share computations for the three months ended March 31, 2003 and 2002.

Earnings Per Share
(In thousands, except per share data)

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Note 3 – Sale of Proprietary Merchant Bankcard Operations

     On March 13, 2003, Humboldt completed the sale of Humboldt Bank’s proprietary merchant bankcard operations to Humboldt Merchant Services, LP, an affiliate of First National Bank Holding Company. Humboldt received $32 million in cash in connection with the sale and recognized an after-tax gain of $18.6 million during the first quarter of 2003.

Note 4 - Segment Information

     Through March 31, 2003, Humboldt operated in two principal industry segments: retail banking and merchant bankcard services. Humboldt’s core retail banking segment includes commercial, commercial real estate, construction, and permanent residential lending along with all depository activities. Although Humboldt’s proprietary merchant bankcard portfolio was sold to a third party during the first quarter of 2003, Humboldt will continue to provide sponsorship processing for three independent sales organizations (“ISOs”) under existing agreements and, in accordance with terms of a transition agreement related to the sale of the proprietary portfolio, for Humboldt Merchant Services, LP for a period of up to six months after March 13, 2003. Subsequent to March 31, 2003, one ISO agreement expired and the related sponsorship discontinued. The remaining agreements are expected to terminate by March 31, 2004. Additional information regarding these agreements is included in Humboldt 2002 Form 10-K under Part I.

Business Segments