MONTEREY BAY BANCORP INC
8-K, 1996-08-28
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)  August 28, 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 August 28, 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 August 28, 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
                                          --------------------------------------
                                          Marshall G. Delk
                                          President and Chief Operating Officer


Dated:  August 28, 1996
        ---------------








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                                  EXHIBIT 99



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                              MONTEREY BAY BANCORP
- --------------------------------------------------------------------------------


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

           MONTEREY BAY BANCORP, INC. ANNOUNCES DEPOSIT ASSUMPTION


Contact:    Marshall G. Delk
            President and Chief Operating Officer
            Monterey Bay Bancorp, Inc.
            (408) 722-3885


Watsonville, California
NASDAQ Trading Symbol: MBBC


August 28, 1996


        Watsonville Federal Savings and Loan Association, a wholly-owned
subsidiary of Monterey Bay Bancorp, Inc. ("Monterey Bay") today announced that
it has entered into an agreement to assume approximately $102 million in
deposits from Fremont Investment & Loan ("Fremont"). These deposits are located
in the Monterey and Salinas, California offices of Fremont. Consummation of this
transaction, which is subject to regulatory approval and other customary
conditions, is expected to occur by the end of the year.

        Marshall G. Delk, President of Monterey Bay, noted that "already having
offices in both Monterey and Salinas will allow the bank to service our new
depositors in a seamless fashion. The products that Fremont offers are similar
to those already offered by our organization. As well, Fremont's offices are
less than one mile from Watsonville Federal Savings and Loan offices in Monterey
and Salinas. Watsonville Federal Savings and Loan is dedicated to becoming the
premier financial organization in the greater Monterey Bay area, with this being
another step toward that goal."

        Monterey Bay Bancorp, Inc. and Watsonville Federal Savings and Loan
Association are headquartered in Watsonville, California. The Association
operates through its administrative office in Watsonville, six (6) full service
branches located in Watsonville, Gilroy, Prunedale, Salinas, and Monterey and
one (1) real estate office located in Salinas, California. The Association's
deposits are insured by the Federal Deposit Insurance Corporation.




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