MONTEREY BAY BANCORP INC
8-K, 1996-07-22
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                     Date of Report (Date of earliest event
                             reported) July 19, 1996
                                       -------------

                          COMMISSION FILE NO.: 0-25664


                           MONTEREY BAY BANCORP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                                         77-03811362
- ----------------------------------------------------         -------------------
(State or other Jurisdiction of Incorporation                (IRS Employer or
organization)                                                Identification No.)

36 Brennan Street, Watsonville, California                          95076
- ------------------------------------------------             -------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code            (408) 722-3885
                                                             -------------------
                                                        

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Item 5.   Other Information
          -----------------

          On July 19, 1996 the Registrant issued the press release attached
hereto as Exhibit 99 and incorporated herein by reference.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

          Exhibit 99 - Press Release dated July 19, 1996.



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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.


                                          By:      /s/ Marshall G. Delk
                                                   -----------------------------
                                                   President and Chief Operating
                                                   Officer


Dated:  July 22, 1996
        -------------
















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                                   EXHIBIT 99



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                            MONTEREY BAY BANCORP, INC.
- --------------------------------------------------------------------------------



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

               MONTEREY BAY BANCORP, INC. ANNOUNCES CASH DIVIDEND


Contact:          Marshall G. Delk
                  President and Chief Operating Officer
                  Monterey Bay Bancorp, Inc.

Watsonville, California
NASDAQ Trading Symbol: MBBC


July 19, 1996

     The Board of Directors of Monterey Bay Bancorp, Inc. today announced a
first semi- annual cash dividend of $0.05 per share to stockholders of record on
August 1, 1996. Payment of the cash dividend will be made on August 15, 1996.

     Common Stock of Monterey Bay Bancorp, Inc. is listed on the NASDAQ National
Market under the symbol "MBBC."

     Monterey Bay Bancorp, Inc. acquired all of the outstanding capital stock of
Watsonville Federal Savings and Loan Association upon its conversion from a
federally chartered mutual savings association to a federally chartered stock
savings association on February 14, 1995.

     The Company and the Association are headquartered in Watsonville,
California. The Association operates through its administrative office in
Watsonville, six (6) full services branches and one (1) real estate loan office
located in Salinas, California. The Association's deposits are insured by the
Federal Deposit Insurance Corporation.



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