content: <PAGE>
   
                        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
  
  
  
         Date of Report (date of earliest event reported): August 21, 1996
                                                           ---------------
  
  
  
                            CUPERTINO NATIONAL BANCORP
                    ------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
     California                   0-18015                          33-0060898
  - ------------------            -----------                  ------------------
  (State or other               (Commission                     (IRS Employer
  jurisdiction of                File Number)                Identification No.)
  incorporation)
  
  
  20230 Stevens Creek Blvd, Cupertino CA                         95014
  - ----------------------------------------                       -----
  (Address of principal executive offices)                     (Zip Code)
  
  
  
  Registrant's telephone number, including area code:  (408) 996-1144
                                                       --------------
  
                                       NONE
         -----------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  
  
  
  The Exhibit Index is on Page 4.               Page 1 of 61 Pages
  <PAGE>
   
  Item 5.   Other Events.
            ------------ 
  
            The Registrant and Mid-Peninsula Bancorp, Palo Alto, California, have
  entered into a Second Amended and Restated Agreement and Plan of Reorganization
  and Merger dated August 20, 1996, which amends the Amended and Restated
  Agreement and Plan of Reorganization and Merger dated June 26, 1996, in order to
  make certain technical corrections and to delete certain provisions related to
  employment agreements as conditions to consummation of the transactions
  contemplated pursuant to the Agreement.
  
            The foregoing description is qualified by reference to the Second
  Amended and Restated Agreement and Plan of Reorganization and Merger dated
  August 20, 1996, attached hereto as Exhibit 2.1 and incorporated herein by
  reference.
  
  
  Item 7.   Financial Statements and Exhibits.
            --------------------------------- 
  
            (a)  Not applicable.
  
            (b)  Not applicable.
  
            (c)  Exhibits.
                 -------- 
  
                 2.1    Second Amended and Restated Agreement and Plan
                        of Reorganization and Merger dated August 20, 1996.
  
                                        -2-
  <PAGE>
   
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Bancorp has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      CUPERTINO NATIONAL BANCORP
  
  
  
  Date:  August 21, 1996              By:/s/ C. Donald Allen
                                         ---------------------------------
                                         C. Donald Allen
                                         President and Chief
                                         Executive Officer
  
                                        -3-
  <PAGE>
   
                                   Exhibit Index
                                   -------------
  
  
  
                                                                
       Exhibit No.                 Description                  
       -----------                 -----------                  
                                                                
                                                                
           2.1             Second Amended and Restated          
                           Agreement and Plan of
                           Reorganization and
                           Merger dated August 20,
                           1996
  
                                        -4-
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text: 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
  
         Date of Report (date of earliest event reported): August 21, 1996
                                                           ---------------
  
                            CUPERTINO NATIONAL BANCORP
                    ------------------------------------------
              (Exact name of registrant as specified in its charter)
  
     California                   0-18015                          33-0060898
  - ------------------            -----------                  ------------------
  (State or other               (Commission                     (IRS Employer
  jurisdiction of                File Number)                Identification No.)
  incorporation)
  
  20230 Stevens Creek Blvd, Cupertino CA                         95014
  - ----------------------------------------                       -----
  (Address of principal executive offices)                     (Zip Code)
  
  Registrant's telephone number, including area code:  (408) 996-1144
                                                       --------------
  
                                       NONE
         -----------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  
  The Exhibit Index is on Page 4.               Page 1 of 61 Pages
  Item 5.   Other Events.
            ------------ 
  
            The Registrant and Mid-Peninsula Bancorp, Palo Alto, California, have
  entered into a Second Amended and Restated Agreement and Plan of Reorganization
  and Merger dated August 20, 1996, which amends the Amended and Restated
  Agreement and Plan of Reorganization and Merger dated June 26, 1996, in order to
  make certain technical corrections and to delete certain provisions related to
  employment agreements as conditions to consummation of the transactions
  contemplated pursuant to the Agreement.
  
            The foregoing description is qualified by reference to the Second
  Amended and Restated Agreement and Plan of Reorganization and Merger dated
  August 20, 1996, attached hereto as Exhibit 2.1 and incorporated herein by
  reference.
  
  Item 7.   Financial Statements and Exhibits.
            --------------------------------- 
  
            (a)  Not applicable.
  
            (b)  Not applicable.
  
            (c)  Exhibits.
                 -------- 
  
                 2.1    Second Amended and Restated Agreement and Plan
                        of Reorganization and Merger dated August 20, 1996.
  
                                        -2-
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Bancorp has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      CUPERTINO NATIONAL BANCORP
  
  Date:  August 21, 1996              By:/s/ C. Donald Allen
                                         ---------------------------------
                                         C. Donald Allen
                                         President and Chief
                                         Executive Officer
  
                                        -3-
  Exhibit Index
                                   -------------
  
                                                                
       Exhibit No.                 Description                  
       -----------                 -----------                  
                                                                
                                                                
           2.1             Second Amended and Restated          
                           Agreement and Plan of
                           Reorganization and
                           Merger dated August 20,
                           1996
  
                                        -4-