UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Monterey Bay Bancorp, Inc.
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(Name of Issuer)
Common Stock par value $.01 per share
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(Title of Class of Securities)
61239H-10-7
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(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 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>
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monterey Bay Bank
Employee Stock Ownership Plan
IRS ID No. 33-6134953
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's employee stock benefit
plan organized in California.
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NUMBER OF 5. SOLE VOTING POWER
SHARES 215,625
BENEFICIALLY ----------------------------------------
6. SHARED VOTING POWER
OWNED BY
135,672
EACH
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REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 351,297
WITH
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8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,297
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% of 3,515,215 shares of Common Stock outstanding as of
December 31, 1998
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12. TYPE OF REPORTING PERSON*
EP
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<PAGE>
MONTEREY BAY BANK
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Item 1(a) Name of Issuer:
Monterey Bay Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
567 Auto Center Drive
Watsonville, California 95076
Item 2(a) Name of Person Filing:
Monterey Bay Bank
Employee Stock Ownership Plan
Trustee: CNA Trust
3080 S. Bristol Street
Costa Mesa, California 92626
Item 2(b) Address of Principal Business Offices or, if none, Residence:
567 Auto Center Drive
Watsonville, California 95076
Item 2(c) Citizenship:
Federally chartered stock savings institution's employee stock
benefit plan organized in California.
Item 2(d) Title of Class of Securities: Common Stock, par value $.01
per share
Item 2(e) CUSIP Number: 61239H-10-7
Item 3 The person filing this statement is an employee benefit plan
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Item 4 Ownership. As of December 31, 1998, the reporting person
beneficially owned 351,297 shares of the issuer. This number
of shares represents 9.99% of the common stock, par value
$.01, of the issuer, based upon 3,515,215 shares of such
common stock outstanding as of December 31, 1998. As of
December 31, 1998, the reporting person has sole power to vote
or to direct the vote of 215,625 shares and shares voting
power over 135,672 shares. The reporting person has the sole
power to dispose or direct the disposition of 351,297 shares
of common stock.
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class.
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
N/A
Item 8 Identification and Classification of Members of the Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
Item 10 Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
are not acquired in connection with or as a participant in any
transaction having such purpose or effect.
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, complete and
correct.
February 12, 1999 /s/ Marshall G. Delk
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Marshall G. Delk
President and Chief Operating Officer
