BAY VIEW CAPITAL CORP
8-K/A, 1998-05-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                                       



                            FORM 8-K/A


                          CURRENT REPORT


              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 29, 1998
                                                  --------------


                   BAY VIEW CAPITAL CORPORATION
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      (Exact name of registrant as specified in its charter)

 

    Delaware                 0-17901               94-3078031
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(State or other      (Commission File Number)     (IRS Employer
jurisdiction of                                  Identification
incorporation)                                        No.)



1840 Gateway Drive, San Mateo, California                94404
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(Address of principal executive offices)              (Zip Code)



Registrant's telephone number, including area code (650) 573-7300
                                                   --------------


                               N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last report.)
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Item 4.  Changes in Registrant's Certifying Accountant. 

        As previously indicated in Bay View Capital Corporation's
        (the "Company's") Annual Meeting proxy statement dated
        April 20, 1998, the Company has been formally reviewing
        which independent accountants are to be appointed as the
        Company's independent auditors for the fiscal year ending
        December 31, 1998.  On April 29, 1998, the Company
        decided to replace Deloitte & Touche LLP, the Company's
        principal accountants for the fiscal year ended
        December 31, 1997, with a firm yet to be named.  The
        decision to replace Deloitte & Touche LLP was approved by
        the audit committee of the Company's Board of Directors.

        In connection with the audits of the two fiscal years
        ended December 31, 1997, there were no disagreements with
        Deloitte & Touche LLP on any matter of accounting
        principles or practices, financial statement disclosure,
        or auditing scope or procedures, which disagreements if
        not resolved to their satisfaction would have caused them
        to make reference to the subject matters of the
        disagreements in connection with their opinion.

        The audit reports of Deloitte & Touche LLP on the
        Company's consolidated financial statements as of and for
        the years ended December 31, 1997 and 1996, did not
        contain an adverse opinion or disclaimer of opinion, nor
        were they qualified or modified as to uncertainty, audit
        scope, or accounting principles.

        The Company requested that Deloitte & Touche LLP furnish
        the Company with a letter, as promptly as possible,
        addressed to the Securities and Exchange Commission,
        stating whether they agree with the statements in this
        Item 4, and if not, stating the respects in which
        they do not agree.  A copy of such letter, dated
        May 4, 1998 and which the Company received on May 5, 1998,
        is filed as Exhibit 16 to this Form 8-K/A.

Item 7. Financial Statements and Exhibits

    c)  Exhibits

        16    Letter of Deloitte & Touche LLP dated May 4, 1998<PAGE>
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                            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 VIEW CAPITAL CORPORATION



Date: May 6, 1998             By: /s/ David A. Heaberlin 
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                                  David A. Heaberlin
                                  Executive Vice President and  
                                   Chief Financial Officer
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                                EXHIBIT INDEX


Exhibit Number                                    Description
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      16                            Letter of Deloitte & Touche LLP dated
                                    May 4, 1998



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                                                                    Exhibit 16




     [LETTERHEAD OF DELOITTE & TOUCHE LLP, SAN FRANCISCO, CA]


May 4, 1998

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of Bay View
Capital Corporation dated April 29, 1998.

Yours truly,

/s/ Deloitte & Touche LLP





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