SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 15

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
         SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                          Commission File Number    000-11090
                                                                    ---------

                             NAPA NATIONAL BANCORP
     ---------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                901 Main Street
                               Napa, California
                                (707) 257-2440
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                        common stock, without par value
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           (Title of each class of securities covered by this Form)

                                     None
                  ------------------------------------------
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(I)    [X]           Rule 12h-3(b)(1)(i)   [ ]
          Rule 12g-4(a)(1)(ii)   [ ]           Rule 12h-3(b)(1)(ii)  [ ]
          Rule 12g-4(a)(2)(I)    [ ]           Rule 12h-3(b)(2)(i)   [ ]
          Rule 12g-4(a)(2)(ii)   [ ]           Rule 12h-3(b)(2)(ii)  [ ]
                                               Rule 15d-6            [ ]

     Approximate number of holders of record as of the certification or notice
date:  1
      ---

     Pursuant to the requirements of the Securities Exchange Act of 1934, Napa
National Bancorp has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.

Date:  March 22, 2000       By:  NAPA NATIONAL BANCORP:



                                     By:  /s/ Laurel A. Holschuh
                                          ------------------------------
                                          Laurel A. Holschuh
                                          Executive Vice President