BAY AREA BANCSHARES
8-K/A, 1996-10-03
STATE COMMERCIAL BANKS
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                                       SECURITIES AND EXCHANGE COMMISSION

                                                Washington, D.C. 20549



                                                       FORM 8-K/A

                                       AMENDMENT NO. 1 TO CURRENT REPORT




                                          Pursuant to Section 13 or 15(d) of
                                         THE SECURITIES EXCHANGE ACT OF 1934


                                                    Date of Report
                                          (Date of earliest event reported)
                                                  September 19, 1996




                                                 BAY AREA BANCSHARES
                         (Exact name of registrant as specified in its charter)




                                                      CALIFORNIA
                                 (State or other jurisdiction of incorporation)

 2-76003                                                       94-2779021
(Commission File Number)                      (IRS Employer Identification No.)



                                      900 Veterans Blvd., Redwood City, CA 94063
                            (Address of principal executive offices) (zip code)

Registrant's Telephone Number, including area code: (415) 367-1600



<PAGE>


Item 7.           Financial Statements and Exhibits

(c)     The following exhibit is attached to this report and incorporated by
this reference:

        (16)  Letter from Ernst & Young LLP regarding change in certifying
              accountants. 
         

        
                                                      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.


BAY AREA BANCSHARES
Registrant

Date:    October 2, 1996                                 


/s/Anthony J. Gould
- ------------------------ 
Anthony J. Gould
Senior Vice President and
Chief Financial Officer



<PAGE>

September 30, 1996

Securities Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentleman:

We have read Item 4 of Form 8-K dated September 19, 1996, of Bay Area 
Bancshares and are in agreement with the statements contained in Item 4(a)(1)
(i),(ii),(iii),(iv) and (v) on page 2 therein.  We have no basis to agree or
disagree with other statements of the registrant contained therein.

/s/Ernst & Young LLP
Ernst & Young LLP


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