UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

               Current Report Pursuant To Section 13 Or 15(d) Of
                      The Securities Exchange Act Of 1934


                          Date Of Report: July 20, 2001
                        (Date Of Earliest Event Reported)

                           MONTEREY BAY BANCORP, INC.
             (Exact Name Of Registrant As Specified In Its Charter)

            DELAWARE                                        77-0381362
(State Or Other Jurisdiction Of                  (I.R.S. Employer Identification
 Incorporation Or Organization)                               Number)



                         Commission File Number: 0-24802

              567 Auto Center Drive, Watsonville, California 95076
               (Address Of Principal Executive Offices)(Zip Code)

                                (831) 768 - 4800
              (Registrant's Telephone Number, Including Area Code)

                             WWW.MONTEREYBAYBANK.COM
                          (Registrant's Internet Site)

                            INFO@MONTEREYBAYBANK.COM
                     (Registrant's Electronic Mail Address)


                                       1



Item 5.       Other Events

       On July 20, 2001, Monterey Bay Bancorp, Inc. ("Registrant" and "Company")
issued a press release that announced:

o      financial and operating results for the three and six month periods ended
June 30, 2001

o      the hiring of a new Senior Vice President for the Company's wholly owned
subsidiary, Monterey Bay Bank

o      the continuing arbitration of claims by a former executive


Item 7.       Financial Statements and Exhibits

         (c)  Exhibits

         The following Exhibits are filed as part of this Report:

              99.1     Press Release dated July 20, 2001.




                                       2






                                   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.

                                                      Monterey Bay Bancorp, Inc.
                                                                    (Registrant)




Date:      July 20, 2001        By:  /s/ C. Edward Holden
                                     --------------------
                                     C. Edward Holden
                                     Chief Executive Officer
                                     President
                                     Vice Chairman Of The Board Of Directors

Date:      July 20, 2001        By:  /s/ Mark R. Andino
                                     ------------------
                                     Mark R. Andino
                                     Chief Financial Officer
                                     Treasurer
                                     (Principal Financial & Accounting Officer)




                                       3






                                  EXHIBIT INDEX

Exhibit Number                      Exhibit
--------------                      -------

Exhibit 99.1                        Press Release Dated July 20, 2001






                                       4




Exhibit 99.1

July 20, 2001

FOR IMMEDIATE RELEASE
---------------------

                      MONTEREY BAY BANCORP, INC. ANNOUNCES:

                  SECOND QUARTER AND YEAR TO DATE 2001 RESULTS;
               HIRING OF A SENIOR EXECUTIVE FOR MONTEREY BAY BANK;
             CONTINUING ARBITRATION OF CLAIMS BY A FORMER EXECUTIVE

                                                      Common Stock Symbol:  MBBC
                                                          NASDAQ National Market

         Watsonville, CA. July 20, 2001. Monterey Bay Bancorp, Inc. ("Company"),
the holding company for Monterey Bay Bank ("Bank"), today reported net income of
$949 thousand,  equivalent to $0.29 diluted  earnings per share, for the quarter
ended June 30, 2001,  compared to net income of $554 thousand,  or $0.18 diluted
earnings per share,  for the same period in 2000.  Net income during the quarter
ended March 31, 2001 (the  immediately  preceding  quarter)  was $602  thousand,
equivalent to $0.18 diluted earnings per share.

         For the six months  ended June 30, 2001,  net income was $1.6  million,
equivalent to $0.47 diluted  earnings per share.  This compares to net income of
$1.4 million,  or $0.43 diluted  earnings per share, for the first six months of
2000.  Net  income  during  the first  half of 2001 was  impacted  by  (pre-tax)
operating costs for the conversion of the Company's core data processing  system
($447 thousand) and legal expenses  associated with the arbitration of claims by
a former executive ($161 thousand).

         During  the  second  quarter  of  2001,   the  Company   continued  the
implementation  of its strategic plan of transforming  the Bank into a community
focused  commercial bank serving the financial needs of consumers and businesses
throughout the Greater Monterey Bay Area. Key accomplishments  during the second
quarter  of  2001  included  the  expanded  utilization  of the  new  core  data
processing  system  implemented  in  March,  2001,  the  hiring of  several  new
professional  bankers,  and the  attainment  of record  levels of total  assets,
loans, and deposits at June 30, 2001.

         Net interest income increased from $4.6 million and $9.0 million during
the second  quarter and first half of 2000,  respectively,  to $4.8  million and
$9.5 million  during the same periods in 2001  primarily due to greater  average
balances of interest earning assets and liabilities.  The Company's ratio of net
interest  income to average  total  assets was 3.79% and 3.81% for the three and
six  months  ended  June 30,  2001,  down from  3.85% and 3.86%  during the same
periods in 2000. The Company's  margins were impacted in the most recent quarter
by a shift in loan mix toward residential mortgages.  Margins were also hampered
by the Company's  offering higher than normal relative retail deposit pricing to
facilitate  customer  retention  following  the  core  systems  conversion.   In
addition,  during the second quarter of 2001, the Company experienced difficulty
adjusting its NOW and Savings  deposit rates at the same pace as the declines in
indices utilized for adjustable rate loans, as the NOW and Savings deposit rates
were already at low nominal levels.

         The Company  recorded a $300 thousand  provision for loan losses during
the second quarter of 2001, down from $775 thousand during the second quarter of
2000.  For the first six months of 2001,  the Company  recorded $800 thousand in
provisions  for loan losses,  compared to $1.0 million during the same period in
2000. The Company's ratio of loan loss reserves to loans  outstanding  increased
slightly  from  1.35%  at  December  31,  2000 to 1.37%  at June  30,  2001.  No
recoveries were realized  during the first half of 2001, and charge-offs  during
the six month period totaled $26 thousand.



                                       5




Monterey Bay Bancorp, Inc.
Press Release                                                            Page 2
July 20, 2001

         The Company's  management  remains concerned about the negative impacts
upon the loan portfolio arising from the following factors:

o    the California energy crisis,  with effects upon the availability and price
     of electricity,  business costs,  consumer spending and disposable  income,
     and the pace of economic activity in the State

o    the financial difficulties experienced by many technology related companies
     in the Silicon Valley area adjacent to the Bank's primary market areas

o    the  impact  of  lower  technology  stock  prices  on  consumer   spending,
     liquidity, and investment,  with a particular concern regarding the effects
     on the demand and  pricing  for real  estate in the Bank's  primary  market
     areas

o    the significant  number of layoffs  announced during the first half of 2001
     by California companies, with a related rise in the rate of unemployment in
     California

o    the general reduction in national economic growth

         The Company commenced a special credit review during the second quarter
of  2001  with  the  intent  to  identify  significant  credits  that  might  be
particularly and materially  adversely impacted by the California energy crisis.
This special review was in addition to the ongoing credit  monitoring  processes
conducted  by the  Company.  To date,  no loans  have been  identified  as being
directly and materially  adversely affected by the California energy crisis. The
Company has  historically  focused on real estate loans and has  conducted  only
limited lending to manufacturers and other industries with a significant rate of
energy  utilization.  The Company intends to continue this special credit review
during the third  quarter of 2001.  In  addition,  the Company  now  includes an
analysis of borrowers' exposure to energy availability and prices as part of its
underwriting process for new loans.

         The  Company is in the  process  of  upgrading  the backup  electricity
generator  at its main  administrative  office.  The  upgraded  unit  will  have
sufficient  capacity to power the entire  building  for up to several  days,  as
compared  to the current  generator  that is  primarily  designed to support the
Company's  computer servers and network.  Through mid-July 2001, various factors
had  favorably  combined  to  limit  electricity   blackouts  in  California  to
relatively few occurrences.

         Non-accrual loans at June 30, 2001 totaled $1.1 million, down from $4.7
million at December 31, 2000. The payoff in full on two large  non-accrual loans
in April 2001,  as  previously  announced,  accounted  for most of the  decline.
Non-accrual  loans at June 30,  2001  were  primarily  comprised  of  delinquent
residential  mortgages.  The Company had no  foreclosed  real estate at June 30,
2001.



                                       6




Monterey Bay Bancorp, Inc.                                                Page 3
Press Release
July 20, 2001

         The special  residential  loan pool that the Company  purchased in 1998
has paid down  significantly  in recent months.  This pool is comprised of loans
that present a borrower credit profile and / or a loan to value ratio outside of
(less favorable than) the Company's normal  underwriting  criteria.  To mitigate
the credit  risk for this  portfolio,  the  Company  obtained,  at  purchase,  a
scheduled  principal / scheduled  interest  loan  servicing  agreement  from the
seller.  This  agreement  also  contains a guaranty  by the seller to absorb any
principal  losses on the  portfolio in exchange for the seller's  retention of a
portion of the loans' yield through loan  servicing  fees.  While the seller has
met all its  contractual  obligations  through  June 30,  2001,  the Company has
allocated certain reserves to this pool due to concerns  regarding the potential
losses by the seller in honoring the guaranty,  the present  delinquency profile
of the pool, and the  differential  between loan principal  balances and current
appraisals for  foreclosed  loans and loans in the process of  foreclosure.  The
original balance of the special residential loan pool in 1998 was $40.0 million,
which was paid down to $8.1 million at June 30, 2001. In late July,  the Company
is scheduled to receive  approximately  $700  thousand in  additional  principal
repayments associated with June activity.

         Non-interest  income  totaled $695 thousand and $1.3 million during the
three and six months ended June 30, 2001,  comparing  favorably to $583 thousand
and $1.1 million during the same periods in 2000.

         Service charge income rose from $312 thousand and $592 thousand  during
the three and six months ended June 30, 2000 to $473  thousand and $882 thousand
during the same periods in 2001. This increase in part resulted from the revised
fee and service charge schedule  implemented with the new core processing system
in  March,  2001.  The Bank has  also  benefited  from  fees  generated  from an
additional  remote ATM during the first six months of 2001 that was not in place
in the first half of the prior year. In addition,  selected  higher ATM fees and
increased debit card transaction  volume  contributed to a $44 thousand increase
in combined ATM and debit card fee income in the first six months of 2001 versus
the same period in 2000.

         There were no sales of mortgage backed and investment securities during
the second quarter of 2001.  During the second  quarter of 2000,  security sales
generated a pre-tax gain of $2 thousand. For the six months ended June 30, 2001,
security sales produced a pre-tax gain of $34 thousand, versus a pre-tax loss of
$77  thousand  during the first  half of 2000.  Although  many of the  Company's
securities  appreciated  during the second quarter of 2001 in  conjunction  with
interest rate cuts  implemented by the Federal  Reserve,  management  decided to
retain the securities as a means of generating net interest income.

         Loan servicing  income totaled $41 thousand and $43 thousand during the
three and six months  ended June 30,  2001,  compared  to $24  thousand  and $61
thousand during the same periods in 2000. The Company continues to sell the vast
majority  of its long term,  fixed rate  residential  loan  production  into the
secondary  market on a servicing  released basis. As a result,  the portfolio of
loans  serviced for others is declining as loans pay off. At June 30, 2001,  the
Company  serviced  $51.0 million in various types of loans for other  investors,
compared to $62.0 million at December 31, 2000.

         During the second quarter of 2001, the Company  continued the revamping
of its non-FDIC insured  investment sales program to improve franchise value and
better  integrate  this  operation  with the overall  strategic  plan.  Staffing
changes  contributed  to commissions  from the sale of annuities,  mutual funds,
insurance,  and  individual  securities  declining  from $183  thousand and $390
thousand during the three and six months ended June 30, 2000 to $71 thousand and
$188 thousand  during the same periods in 2001.  Commission  revenue  during the
third  quarter of 2001 is  anticipated  to be below the similar  period in 2000.
Revenue from the sale of non-FDIC  insured  investments  has also been  hampered
during the first half of 2001  versus the same  period in the prior year by less
favorable capital market conditions.


                                       7



Monterey Bay Bancorp, Inc.                                                Page 4
Press Release
July 20, 2001

         Non-interest  expense  totaled  $3.5  million and $7.4  million for the
three and six months  ended June 30,  2001,  compared  to $3.4  million and $6.7
million for the same  periods in 2000.  Total  non-interest  expense in 2001 has
been increased by costs for the data processing  conversion  ($447 thousand) and
legal expenses  associated with the arbitration of claims by a former  executive
($161 thousand).  Costs for the data processing conversion included deconversion
fees to the prior  service  bureau,  printing and postage  costs for  additional
customer communications, employee training and travel costs, and consulting fees
for   technology   professionals   retained   to  assist   with  and  speed  the
implementation of the new system.

         During the first half of 2001, the Company has adjusted its staffing to
advance  the  strategic  plan.  During  2001,  the Bank has added an  additional
commercial loan officer and hired three new professional  bankers.  Staffing has
increased  in the  data  processing  function,  coincident  with  the  Company's
shifting from an external service bureau to in-house data processing. The change
in the  Company's  systems  environment  also impacted  various other  operating
expenses.  Data  processing  fees were much lower in the second  quarter of 2001
than the same  period in 2000,  while  equipment  expense  was higher due to the
added  depreciation  from the new hardware and  software  installed in 2001.  In
addition to the  aforementioned  increase in non-interest  income, the Company's
new  client-server  technology  platform,  combined with the associated  product
redesign, has fostered various operating  efficiencies,  including reduced costs
for customer  statements,  certificate of deposit maturity notices,  and certain
electronic transaction processing.

         Advertising  and promotion costs were lower in the three and six months
ended June 30, 2001 than during the same  periods the prior year.  This  stemmed
from the Company's awaiting the completion of the systems conversion and product
redesign prior to conducting extensive  advertising.  By mid-2001,  however, the
Bank had commenced a significant  local radio  advertising  campaign  focused on
building customer relationships and centered about the theme "Monterey Bay Bank.
Expect More. Get The Best."

         Total assets increased  from  $486.2 million at December 31, 2000  to a
record $518.8 million at June 30, 2001.

         Cash & cash  equivalents  decreased  from $25.2 million at December 31,
2000 to $11.2 million at June 30, 2001 due to the Company's increased investment
in the loan  portfolio,  including  significant  credit  originations  and asset
purchases at the end of the second quarter.

         Investment and mortgage backed securities  decreased from $50.3 million
at  December  31,  2000 to $45.9  million  at June 30,  2001.  During the second
quarter of 2001,  the Company  utilized cash flows from  prepayments on mortgage
related  securities to fund the expansion in the loan  portfolio.  No securities
were purchased during the three months ended June 30, 2001.

         Loans  held for sale  totaled  $383  thousand  at June  30,  2001.  The
Company's  pace  of  mortgage  banking  activity  has  accelerated  in  2001  in
conjunction  with the Federal  Reserve's  six interest rate cuts and declines in
mortgage rates from their levels of one year ago, generating borrower impetus to
refinance.  The  Company  sells  most of its long term,  fixed rate  residential
mortgage  production  into the secondary  market on a servicing  released basis.
Gains on the sale of loans  originated for sale totaled $29 thousand  during the
first  half of 2001,  compared  to $11  thousand  during the first six months of
2000.  The Company  sells its long term,  fixed rate  residential  mortgages and
purchases more interest rate  sensitive  loans as part of its interest rate risk
management program.


                                       8



Monterey Bay Bancorp, Inc.                                                Page 5
Press Release
July 20, 2001

         Loans  held for  investment,  net,  increased  from  $391.8  million at
December  31, 2000 to a record  $441.1  million at June 30,  2001.  The increase
resulted from a combination of strong internal loan  originations  and from pool
purchases  of various  types of  California  real estate  loans.  Net loans as a
percentage of total assets increased from 80.6% at December 31, 2000 to 85.1% at
June 30,  2001,  in  conjunction  with the  Company's  strategy  supporting  its
interest  margin,  fostering  economic  activity in its local  communities,  and
effectively utilizing the Bank's capital. However, because $21.4 million in loan
pool purchases were funded in June 2001, the Company  generated only limited net
interest income from such during the second quarter.

         Even with the strong second quarter 2001 loan production, the Company's
pipeline at June 30, 2001 remained at a historically high level, including $35.0
million in outstanding firm loan commitments by the Bank,  portending additional
loan portfolio  expansion during the third quarter of 2001. The pipeline at June
30, 2001 included a number of commercial  credits,  as the Company has continued
to  gradually  expand its lending to local  businesses  in  conformity  with its
strategic plan.  Commercial  loans  represented  1.3% of gross loans at June 30,
2001.

         The Company reversed its long term loan portfolio  diversification away
from  residential  mortgages  during  the  first  half of  2001,  in part due to
management's  concerns about the near term status of the  California  economy in
general and construction lending in particular.  Residential mortgages comprised
43.4% of gross loans at June 30, 2001,  up from 37.8% at December  31, 2000.  In
contrast,  construction loans declined from 13.9% of gross loans at December 31,
2000 to 10.0% of gross loans at June 30, 2001.

         Premises and  equipment,  net,  increased from $7.4 million at December
31, 2000 to $7.9 million at June 30, 2001 primarily due to hardware and software
purchases in support of the new core processing system.

         Deposits  increased  from $407.8 million at December 31, 2000 to $418.3
million at June 30, 2001,  with the increase  concentrated  in  certificates  of
deposit.  Following the computer systems conversion,  the Company experienced an
increase in the rate of deposit  account  closures,  with the  account  closures
concentrated  in lower balance  accounts that are now subject to service charges
in conjunction  with a new fee and service charge schedule  implemented with the
computer systems conversion.  Net transaction account generation was also slowed
during  the  second  quarter  of  2001,  as the  Company  adjusted  its fees and
practices to address competitive  conditions and operational issues that stemmed
from the new data processing environment.

         Borrowings  increased  from $32.6 million at December 31, 2000 to $51.8
million at June 30, 2001. During 2001, the Company has utilized FHLB advances to
fund some of the  expansion in the loan  portfolio.  All of the  Company's  FHLB
advances at June 30, 2001 were fixed rate, fixed term borrowings without call or
put option features.

         Monterey  Bay Bank  continues to be in the highest  regulatory  capital
classification  of "Well  Capitalized".  The Bank  remains well in excess of the
institution  specific regulatory capital  requirements  imposed by the Office of
Thrift  Supervision  during the first  quarter of 2000 in  conjunction  with the
special residential mortgage pool. To support the Bank's growth during the first
half of 2001, Monterey Bay Bancorp,  Inc.  downstreamed $300 thousand in capital
to Monterey Bay Bank during June, 2001.


                                       9



Monterey Bay Bancorp, Inc.                                                Page 6
Press Release
July 20, 2001

         Consolidated  stockholders'  equity  increased  from  $43.8  million at
December 31, 2000 to $47.1 million at June 30, 2001 due to a combination  of net
income,  continued  amortization  of  deferred  stock  compensation,   Directors
receiving  their  fees  in  Company  stock,  appreciation  in the  portfolio  of
securities  classified as available  for sale,  and the exercise of vested stock
options. The Company did not conduct any share repurchases during the first half
of 2001.  The Company's  tangible book value per share  increased from $12.54 at
December 31, 2000 to $13.21 at June 30, 2001.

         The Bank recently  hired Susan M. Carlson as Senior Vice  President and
Chief  Administrative  Officer.  Ms.  Carlson has over  twenty  years of banking
experience,  and has previously served the Bank in a consulting capacity. In her
new position,  Ms. Carlson will be responsible  for the Bank's human  resources,
training,  facilities  management,  and marketing  functions.  Her position will
include  tasks  performed  by the  previous  Director  of Human  Resources,  who
resigned from the Bank during the second quarter of 2001.

         The  Company  participated  in  binding  arbitration  during the second
quarter of 2001 to address  claims by the former  President and Chief  Operating
Officer regarding payments due under his employment  contracts.  The arbitration
process will continue  during the third quarter of 2001. In the third quarter of
2000,  the Company  established  a $250 thousand  reserve for the  settlement of
these claims, exclusive of legal costs that are being recognized as incurred. At
this time,  the Company,  following  consultation  with  counsel,  believes this
reserve to be adequate to cover its liabilities in this regard.

         In reviewing the most recent quarter, C. Edward Holden, Chief Executive
Officer & President,  commented "The Company achieved a number of key objectives
during the second  quarter of 2001. We improved our  utilization of the new core
data  processing  system that was  implemented  at the end of the first quarter,
enhancing customer service and bolstering our internal efficiency. Our customers
will  experience  further  benefits in coming  months,  as there are  additional
features and  technologies  we have yet to  implement.  Our  commercial  banking
business  expanded as we attracted a number of new customers who sought the type
of relationship  banking approach that is the focus of our marketing efforts. We
hired  several  new  professional  bankers  to  augment  our  sales to  doctors,
accountants,  attorneys,  and other  professionals while also providing improved
service to our  existing  retail  customers.  In summary,  it was an  incredibly
active quarter as we  accelerated  the  implementation  of our strategic plan of
transforming the Company into a community based financial services firm."

         Mr.  Holden  continued,  "In light of the  slowdown in the national and
California economies,  the financial  difficulties being experienced by segments
of the technology  industry located adjacent to our primary market area, and the
uncertain  impact of the  California  energy crisis,  the Company  increased its
focus on relatively lower risk residential  lending during the second quarter of
2001.  The Company's  credit profile at June 30, 2001 was the most favorable its
has been in the past 18  months.  While  this  shift in focus may  restrain  the
Company's  margins in the short term, we believe  maintaining a keen emphasis on
credit  quality at this point in the  economic  cycle to be prudent  management.
When the national and California economies rebound, the Company wants to be well
positioned to participate  in and actively  foster the prosperity and quality of
life  in the  Greater  Monterey  Bay  Area.  In  that  regard,  the  Company  is
considering  potential  future  sites for  additional  branches  and stand alone
ATM's, in addition to an expansion in the scope of electronic financial services
offered."


                                       10



Monterey Bay Bancorp, Inc.                                                Page 7
Press Release
July 20, 2001

         McKenzie Moss, Chairman of the Board of Directors, commented "The Board
of Directors,  while somewhat  pleased with the Company's  improved  earnings in
2001 versus the first half of 2000,  acknowledges their job is to deliver a more
competitive  return on stockholders'  equity.  Our  transformation  strategy has
commenced and is bearing economic fruit; however,  additional investment will be
required to advance the  implementation of the strategic plan. We appreciate the
support  expressed  by our  customers  and  stockholders.  Members  of the Board
continue to receive  retainer fees exclusively in MBBC common stock, one of many
ways to communicate our dedicated support for the Company and our alignment with
stockholder interests."

         The  Company's  common  stock is listed on the NASDAQ  National  Market
under  the  symbol  "MBBC".  The  Company  and the  Bank  are  headquartered  in
Watsonville, California. The Bank operates through its administrative offices in
Watsonville and eight full service  branches located in the Greater Monterey Bay
Area of Central  California.  The Bank's  deposits  are  insured by the  Federal
Deposit Insurance Corporation up to the maximum allowed by law.

         This news release contains certain forward-looking  statements that are
subject to various factors that could cause actual results to differ  materially
from  such  statements.  Such  factors  include,  but are not  limited  to,  the
economic,  business,  and real estate market  conditions in the Company's market
areas,  competition,  regulatory actions,  the possibility that the Company will
not be successful in achieving its strategic  objectives,  the  performance  and
contributions of new employees,  expected loan payments,  the successful  future
utilization and efficacy of new technology,  the impact of the California energy
crisis,  and other factors  discussed in documents filed by the Company with the
Securities  and  Exchange  Commission  from time to time.  The Company  does not
undertake,   and   specifically   disclaims  any   obligation,   to  update  any
forward-looking  statements to reflect  occurrences or  unanticipated  events or
circumstances after the date of such statements.

                        For further information contact:
                        --------------------------------

C. Edward Holden                                 Mark R. Andino
Chief Executive Officer            or            Chief Financial Officer
(831) 768 - 4840                                 (831) 768 - 4806
ed.holden@montereybaybank.com                    mark.andino@montereybaybank.com


                             General communication:
                             ----------------------

                            INFO@MONTEREYBAYBANK.COM

                             www.montereybaybank.com

                             Phone: (831) 768-4800

                              Fax: (831) 722-6794

                         --- financial data follows ---


                                       11



                           MONTEREY BAY BANCORP, INC.
                        Consolidated Financial Highlights
                                    Unaudited
                 (Dollars In Thousands Except Per Share Amounts)



                                                                   June 30,         December 31,
Financial Condition Data                                             2001               2000
------------------------------------------------------               ----               ----
                                                                               
Cash and cash equivalents                                         $  11,150          $  25,159
Investment and mortgage backed securities available for sale         45,889             50,310

Loans held for sale                                                     383                 --

Loans receivable held for investment:
      Residential one to four unit real estate loans                202,650            160,155
      Multifamily five or more units real estate loans               88,442             76,727
      Commercial and industrial real estate loans                   103,890            102,322
      Construction loans                                             46,613             59,052
      Land loans                                                     13,097             16,310
      Other loans                                                    12,455              9,379
                                                                  ---------          ---------
   Sub-total gross loans held for investment                        467,147            423,945

   (Less) / Plus:
      Undisbursed construction loan funds                           (19,928)           (26,580)
      Unamortized purchase premiums, net of purchase discounts          205                 21
      Deferred loan fees and costs, net                                (158)              (202)
      Allowance for loan losses                                      (6,138)            (5,364)
                                                                  ---------          ---------
Loans receivable held for investment, net                           441,128            391,820

Investment in capital stock of the Federal Home Loan Bank             2,981              2,884
Accrued interest receivable                                           3,126              2,901
Premises and equipment, net                                           7,870              7,375
Core deposit intangibles, net                                         1,854              2,195
Real estate acquired via foreclosure, net                                --                 --
Other assets                                                          4,416              3,546
                                                                  ---------          ---------
Total assets                                                      $ 518,797          $ 486,190
                                                                  =========          =========

Non-interest bearing demand deposits                              $  20,248          $  17,065
Interest bearing NOW checking accounts                               41,505             41,859
Savings accounts                                                     19,998             16,503
Money market accounts                                                85,151             87,651
Certificates of deposit                                             251,437            244,710
                                                                  ---------          ---------

Total deposits                                                      418,339            407,788
Borrowings                                                           51,766             32,582
Other liabilities                                                     1,548              1,983
                                                                  ---------          ---------
Total liabilities                                                   471,653            442,353
                                                                  ---------          ---------
Stockholders' equity                                                 47,144             43,837
                                                                  ---------          ---------
Total liabilities and stockholders' equity                        $ 518,797          $ 486,190
                                                                  =========          =========





                                                                   Three Months Ended June 30,          Six Months Ended June 30,
                                                                   ---------------------------          -------------------------
Operating Data                                                       2001               2000               2001             2000
------------------------------------------------------               ----               ----               ----             ----
                                                                                                            

Interest income                                                   $   9,710          $   9,411         $  19,705        $  18,461
Interest expense                                                      4,937              4,859            10,180            9,417
                                                                  ---------          ---------         ---------        ---------

Net interest income before provision for loan losses                  4,773              4,552             9,525            9,044
Provision for loan losses                                               300                775               800            1,025
                                                                  ---------          ---------         ---------        ---------

Net interest income after provision for loan losses                   4,473              3,777             8,725            8,019
Non-interest income                                                     695                583             1,339            1,084
Non-interest expense                                                  3,520              3,369             7,363            6,706
                                                                  ---------          ---------         ---------        ---------

Income before income taxes                                            1,648                991             2,701            2,397
Provision for income taxes                                              699                437             1,150            1,044
                                                                  ---------          ---------         ---------        ---------

Net income                                                        $     949          $     554         $   1,551        $   1,353
                                                                  =========          =========         =========        =========

Shares applicable to basic earnings per share                     3,262,003          3,075,153         3,244,622        3,106,789
Basic earnings per share                                          $    0.29          $    0.18         $    0.48        $    0.44
                                                                  =========          =========         =========        =========

Shares applicable to diluted earnings per share                   3,300,595          3,076,403         3,287,577        3,113,614
Diluted earnings per share                                        $    0.29          $    0.18         $    0.47        $    0.43
                                                                  =========          =========         =========        =========



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                                                MONTEREY BAY BANCORP, INC.
                                              Selected Ratios And Other Data
                                                       Unaudited
                                                (Dollars In Thousands)



                                                        Three Months Ended June 30,                   Six Months Ended June 30,
                                                        ---------------------------                   -------------------------
                                                         2001                  2000                   2001                 2000
                                                         ----                  ----                   ----                 ----
                                                                                                          
Profitability Ratios
------------------------------------------
Return on average assets                                  0.75%                0.47%                  0.62%                0.58%
Return on average equity                                  8.14%                5.57%                  6.84%                6.81%
Interest rate spread during the period                    3.62%                3.59%                  3.64%                3.61%
Net interest income / average total assets                3.79%                3.85%                  3.81%                3.86%
Net interest margin                                       4.01%                4.02%                  4.02%                4.04%
Efficiency ratio                                         64.37%               65.61%                 67.78%               66.21%


Other Information
------------------------------------------
Average total assets                                 $ 503,666            $ 473,461              $ 499,905            $ 468,076
Average interest earning assets                        476,385              452,481                473,482            $ 447,511



                                                           At                   At
                                                         June 30,           December 31,
                                                          2001                 2000
                                                          ----                 ----
Asset Quality Information
------------------------------------------
Non-accrual loans                                      $ 1,070              $ 4,666
Non-performing loans                                     1,070                4,741
Real estate acquired via foreclosure                        --                   --
Allowance for loan losses                                6,138                5,364

Allowance for loan losses / loans outstanding             1.37%                1.35%
Allowance for loan losses / non-accrual loans           573.64%              114.96%


Bank Regulatory Capital Ratios
------------------------------------------
Tangible capital ratio                                    7.97%                8.03%
Core capital ratio                                        7.97%                8.03%
Tier one risk based capital ratio                        10.88%               11.03%
Total risk based capital ratio                           12.14%               12.28%


Other Information
------------------------------------------
Full-service customer facilities                             8                    8
Number of ATM's                                             11                   11
Loan to deposit ratio                                   105.54%               96.08%
Tangible book value per share                           $13.21               $12.54
Shares outstanding                                   3,428,440            3,321,210





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