UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______2____)*
Monterey Bay Bancorp, Inc.
_____________________________
(Name of Issuer)
Common Stock, $.01 par value
_____________________________________
(Title of Class of Securities)
61239H107
______________
(CUSIP Number)
Miss Joan Kane, 430 Park Avenue, Suite 1800,
_____________________________________________________
New York, New York 10022 (212) 319-0881
____________________________________________
(Name, Address and Telephone Number of Person Authorize
Receive Notices and Communications)
July 1, 1996
________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ____.
Check the following box if a fee is being paid with the statement. (A fee is
not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 8 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
<PAGE> 2 OF 6
SCHEDULE 13D
CUSIP No. 61239H107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Josiah T. Austin S.S.N. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__X__
(b)_____
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
SOLE VOTING POWER
NUMBER OF 7 0
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 324,464
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
324,464
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES* __X__
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE> 3 OF 6
SCHEDULE 13D
CUSIP No. 61239H107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valer C. Austin S.S.N. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)__X__
(b)_____
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
SOLE VOTING POWER
NUMBER OF 7 0
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 324,464
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
324,464
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,464
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES* _X_
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE> 4 of 6
This statement constitutes Amendment No. 2 to the Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") on February
26, 1996 (the "Initial Schedule 13D") with respect to the Common Stock, par
value $.01 per share (the "Common Stock"), of Monterey Bay Bancorp Inc., a
Delaware corporation (the "Company"). The address of the principal
executive office of the Company is 36 Brennan Street, Watsonville,
California 95076.
This statement is being filed on behalf of Josiah T. and
Valer C. Austin to amend Item 5.
Other than as set forth herein, there has been no change in the
information set forth in any of the Items to the Initial Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The Company's most recent Proxy Statement reported 3,414,063 shares
issued and outstanding as of April 8, 1996.
(a) Mr. and Mrs. Austin are each the beneficial owners
of 324,464 shares (9.5%) of the Common Stock. Of these shares, 30,000
shares are held in the name of Mr. Austin, 92,488 shares are held in the
name of the Josiah Austin Trust I, a trust of which Mrs. Austin is the
trustee and Mr. Austin and his children are beneficiaries, 111,788 shares
are held in the name of Mrs. Austin, 79,188 shares are held in the name of
the Valer C. Austin Trust I, a trust of which Mr. Austin is the trustee and
Mrs. Austin and her children are beneficiaries, 1,000 shares are held in the
name of the Austin-Clark Family Irrevocable Life Insurance Trust (the
"Family Trust"), a trust of which Mr. Austin is the trustee, 2,000 shares
are held in the name of the Albert H. Gordon, II Trust, a trust of which Mr.
Austin is the trustee, 2,000 shares are held in the name of the Valerie A.
Gordon Trust, a trust of which Mr. Austin is the trustee, 3,000 shares are
held in the name of the Christina E. Lowrey Trust, a trust of which Mr.
Austin is the trustee, and 3,000 shares are held in the name of the Matthew
A. Lowrey Trust, a trust of which Mr. Austin is the trustee. The reported
number of shares does not include 9,000 shares held by the Clark Family
Foundation Inc. (the "Foundation"), as to which shares neither Mr. nor Mrs.
Austin has the power to vote nor the power to dispose. Mr. and Mrs. Austin
disclaim beneficial ownership of all shares held by the
Foundation.
Mr. Austin is the beneficial owner of shares held by the
Albert H. Gordon, II Trust, the Valerie A. Gordon Trust, the Christina E.
Lowrey Trust and the Matthew A. Lowrey Trust by virtue of his appointment as
trustee of these trusts in April 1995.
(b) Mr. and Mrs. Austin share the power to vote and
dispose of all shares reported in this statement.
(c) Since the filing of Amendment No. 1 to this
Schedule 13D, Mr. and Mrs. Austin purchased in their own names shares of
Common Stock as set forth below. All transactions were effected through
brokerage firms and were purchased through the Nasdaq Stock Market. Prices
do not include brokerage fees.
<PAGE>
<PAGE> 5 OF 6
Number Price
Date of Shares per Share
____ _________ _________
5/2/96 30,000 $12.00
7/1/96 25,000 $12.00
7/2/96 10,000 $12.00
(d) No person other than Mr. and Mrs. Austin and the
trusts identified above (and, upon termination of the trusts, their
beneficiaries) has any right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of shares of the Common
Stock beneficially owned by Mr. and Mrs. Austin.
(e) Not applicable.
<PAGE>
<PAGE> 6 of 6
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true
and correct.
July 3, 1996 *
_____________ ____________________________________
Date Valer C. Austin
*
____________________________________
Josiah T. Austin
/s/ Joan Kane
*By: _____________________________________
Joan Kane
Attorney-in-fact
