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 22, 2002

                                HUMBOLDT BANCORP
             (Exact name of registrant as specified in its charter)

        California                     0-27784                  93-1175446

(State or other jurisdiction of      (Commission             (I.R.S. Employer
incorporation or organization)       File Number)           Identification No.)


             2440 6th Street, Eureka, California 95502; 707-445-3233
          (Address and telephone number of principal executive offices)


<PAGE>






Item 5.  Other

The  purpose of this  current  report on Form 8-K is to announce  that  Humboldt
Bancorp  ("Humboldt")  has entered into a  definitive  agreement  with  iPayment
Holdings,  Inc. for the sale of certain assets related to Humboldt's Proprietary
Merchant  Bankcard  operations.  Humboldt is also  announcing  that its Board of
Directors has approved a new stock  repurchase plan for up to one million shares
and a six-for-five stock split payable to shareholders of record as of August 5,
2002 on August 19, 2002. A copy of the press release  announcing the asset sale,
repurchase  plan,  and stock  split is  included  herewith as an exhibit to this
report.


Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99.1     Press release dated July 22, 2002.



                                    SIGNATURE

     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.


Dated: July 22, 2002                  HUMBOLDT BANCORP,
                                      a California Corporation

                                      /s/Patrick J. Rusnak
                                      Patrick J. Rusnak, Chief Financial Officer


<PAGE>
EXHIBIT 99.1


   Humboldt Bancorp Agrees to Sell Proprietary Merchant Processing Operations;
          Announces New Stock Repurchase Authorization and Stock Split


EUREKA, CA - July 22, 2002 /PRNeswire/ - Humboldt Bancorp (Nasdaq:  HBEK), today
announced  that it has entered into a definitive  agreement  for the sale of its
proprietary  merchant  processing  division to iPayment Holdings,  Inc. ("IPH").
Under the terms of the  agreement,  Humboldt will receive $34 million in cash in
consideration  for the sale of its  proprietary  merchant  portfolio  and  other
related  assets,  and expects to recognize an after-tax  gain on sale during the
third quarter of  approximately  $18 million.  The transaction is expected to be
completed by August 31, 2002.

"Although   merchant  card  operations  have  provided  for  a  good  source  of
non-interest  revenue over the past several years, it is clearly a business that
has risks that are unlike those in  traditional  commercial  banking,"  remarked
Robert  M.  Daugherty,  President  and CEO.  "This  transaction  provides  us an
opportunity  to transfer  ownership of this valuable  asset to a company that we
know well and specializes in transaction  processing.  Further, it will allow us
to align our risk profile along the lines of other  community  banks and free up
capital that will be used to repurchase  shares or acquire other community banks
in a defined  footprint that encompasses all of Northern  California from Fresno
north to Oregon, exclusive of the Bay area," Daugherty added.

In  connection  with  approval  of  the  sale,  Humboldt's  Board  of  Directors
authorized a new stock repurchase plan for up to one million,  or 9.7%, of total
shares outstanding. The common stock may be repurchased by the Company from time
to time in open market transactions or in privately  negotiated  transactions as
permitted under applicable rules and  regulations.  The repurchase  program will
begin  immediately  and may be  modified,  suspended or  terminated  at any time
without notice.  The extent to which the Company  repurchases its shares and the
timing of such purchases will depend upon market  conditions and other corporate
considerations.  "The  repurchase  program  will,  we believe,  provide the most
efficient use of the additional  capital created as a result of this transaction
in the near term" commented Patrick Rusnak, CFO. "Ultimately, we would expect to
reissue shares for bank  acquisitions that are both accretive to EPS and located
within  our  defined   strategic   market   area."   Humboldt  has   repurchased
approximately   285,000  shares  under  the  500,000  share  repurchase  program
announced in February 2002. In addition,  Humboldt declared a six-for-five stock
split,  payable  to  shareholders  of record as of August 5, 2002 on August  19,
2002.

"Although  this  transaction  will  result in a  decrease  in net  income and an
associated decline in performance ratios, our plan to improve the performance of
our core banking  operations  through cost reductions and revenue  enhancements,
combined with the  repurchase  of shares,  is expected to restore EPS to current
levels  within 12 to 18  months,"  added  Rusnak.  "We expect  this  strategy to
provide for an  improvement  in the quality of earnings  through a reduced  risk
profile that will, hopefully, translate into a premium multiple for HBEK."
<PAGE>


On an annualized basis, the transaction would reduce Humboldt's diluted earnings
per  share  by  approximately  $0.20,  assuming  the net  proceeds  are  used to
repurchase  shares at an average  price of $17.00.  The  Company  has  developed
specific cost saving and revenue enhancement initiatives that, if achieved, will
replace the lost contribution  within 18 months. "The contribution from Merchant
Processing  allowed our core bank to  under-perform,"  commented  Daugherty.  We
intend to focus on the  basics of retail  banking  and to  greatly  improve  the
profit dynamics of our bank,  with a more  acceptable risk profile,  in the near
term." No job eliminations are expected in connection with the transaction.

Humboldt will continue to serve as the sponsoring financial  institution for IPH
for a period of up to eight months after closing. Humboldt intends to completely
exit the Independent  Sales  Organization  ("ISO")  sponsorship  business as its
remaining  ISO  contracts  expire over the next 18 months.  The  majority of the
remaining ISO processing is with a single national firm that provides  financial
guarantees against any loss incurred by Humboldt.

IPH is based in  Nashville,  Tennessee  and  currently  provides  merchant  card
services for approximately 60,000 businesses throughout the country.

Humboldt Bancorp, with total assets of $982 million, is headquartered in Eureka,
California. Through its principal operating subsidiary, Humboldt Bank, it offers
business and consumer banking  services through 24 banking centers,  principally
in  Northern  California,  including  its Tehama  Bank and  Capitol  Valley Bank
divisions.



                                              www.humboldtbancorp.com

This news release includes forward-looking statements, which management believes
are a benefit to shareholders and investors.  These  forward-looking  statements
describe Humboldt Bancorp management's  expectations regarding future events and
developments,  including the  completion  of the sale of Humboldt's  proprietary
merchant bankcard operations; the net gain to be realized upon completion of the
sale; receipt of any special  regulatory  approvals needed to repurchase shares;
Humboldt's  ability to repurchase  sufficient  shares at acceptable prices under
the new authorization;  and,  Humboldt's ability to achieve the expected results
from it retail banking strategy. Future events are difficult to predict, and the
expectations  described above are  necessarily  subject to risks and uncertainty
that may cause actual results to differ  materially and adversely.  In addition,
discussions about risks and uncertainties are set forth from time to time in the
Company's  publicly  available   Securities  and  Exchange  Commission  filings.
Humboldt  undertakes  no  obligation  to publicly  revise these  forward-looking
statements to reflect subsequent events or circumstances.






Note: Transmitted on PR Newswire on July 22, 2002 at ___ PDT.
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{"company-data": {"conformed-name": "HUMBOLDT BANCORP", "cik": "0001008554", "assigned-sic": "6035", "irs-number": "931175446", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27784", "film-number": "02710120"}, "business-address": {"street1": "2440 SIXTH STREET", "city": "EUREKA", "state": "CA", "zip": "95501", "phone": "7074453233"}, "mail-address": {"street1": "2440 SIXTH STREET", "city": "EUREKA", "state": "CA", "zip": "95501"}}
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 22, 2002

                                HUMBOLDT BANCORP
             (Exact name of registrant as specified in its charter)

        California                     0-27784                  93-1175446

(State or other jurisdiction of      (Commission             (I.R.S. Employer
incorporation or organization)       File Number)           Identification No.)

             2440 6th Street, Eureka, California 95502; 707-445-3233
          (Address and telephone number of principal executive offices)
Item 5.  Other

The  purpose of this  current  report on Form 8-K is to announce  that  Humboldt
Bancorp  ("Humboldt")  has entered into a  definitive  agreement  with  iPayment
Holdings,  Inc. for the sale of certain assets related to Humboldt's Proprietary
Merchant  Bankcard  operations.  Humboldt is also  announcing  that its Board of
Directors has approved a new stock  repurchase plan for up to one million shares
and a six-for-five stock split payable to shareholders of record as of August 5,
2002 on August 19, 2002. A copy of the press release  announcing the asset sale,
repurchase  plan,  and stock  split is  included  herewith as an exhibit to this
report.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99.1     Press release dated July 22, 2002.

                                    SIGNATURE

     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.

Dated: July 22, 2002                  HUMBOLDT BANCORP,
                                      a California Corporation

                                      /s/Patrick J. Rusnak
                                      Patrick J. Rusnak, Chief Financial Officer
EXHIBIT 99.1

   Humboldt Bancorp Agrees to Sell Proprietary Merchant Processing Operations;
          Announces New Stock Repurchase Authorization and Stock Split

EUREKA, CA - July 22, 2002 /PRNeswire/ - Humboldt Bancorp (Nasdaq:  HBEK), today
announced  that it has entered into a definitive  agreement  for the sale of its
proprietary  merchant  processing  division to iPayment Holdings,  Inc. ("IPH").
Under the terms of the  agreement,  Humboldt will receive $34 million in cash in
consideration  for the sale of its  proprietary  merchant  portfolio  and  other
related  assets,  and expects to recognize an after-tax  gain on sale during the
third quarter of  approximately  $18 million.  The transaction is expected to be
completed by August 31, 2002.

"Although   merchant  card  operations  have  provided  for  a  good  source  of
non-interest  revenue over the past several years, it is clearly a business that
has risks that are unlike those in  traditional  commercial  banking,"  remarked
Robert  M.  Daugherty,  President  and CEO.  "This  transaction  provides  us an
opportunity  to transfer  ownership of this valuable  asset to a company that we
know well and specializes in transaction  processing.  Further, it will allow us
to align our risk profile along the lines of other  community  banks and free up
capital that will be used to repurchase  shares or acquire other community banks
in a defined  footprint that encompasses all of Northern  California from Fresno
north to Oregon, exclusive of the Bay area," Daugherty added.

In  connection  with  approval  of  the  sale,  Humboldt's  Board  of  Directors
authorized a new stock repurchase plan for up to one million,  or 9.7%, of total
shares outstanding. The common stock may be repurchased by the Company from time
to time in open market transactions or in privately  negotiated  transactions as
permitted under applicable rules and  regulations.  The repurchase  program will
begin  immediately  and may be  modified,  suspended or  terminated  at any time
without notice.  The extent to which the Company  repurchases its shares and the
timing of such purchases will depend upon market  conditions and other corporate
considerations.  "The  repurchase  program  will,  we believe,  provide the most
efficient use of the additional  capital created as a result of this transaction
in the near term" commented Patrick Rusnak, CFO. "Ultimately, we would expect to
reissue shares for bank  acquisitions that are both accretive to EPS and located
within  our  defined   strategic   market   area."   Humboldt  has   repurchased
approximately   285,000  shares  under  the  500,000  share  repurchase  program
announced in February 2002. In addition,  Humboldt declared a six-for-five stock
split,  payable  to  shareholders  of record as of August 5, 2002 on August  19,
2002.

"Although  this  transaction  will  result in a  decrease  in net  income and an
associated decline in performance ratios, our plan to improve the performance of
our core banking  operations  through cost reductions and revenue  enhancements,
combined with the  repurchase  of shares,  is expected to restore EPS to current
levels  within 12 to 18  months,"  added  Rusnak.  "We expect  this  strategy to
provide for an  improvement  in the quality of earnings  through a reduced  risk
profile that will, hopefully, translate into a premium multiple for HBEK."
On an annualized basis, the transaction would reduce Humboldt's diluted earnings
per  share  by  approximately  $0.20,  assuming  the net  proceeds  are  used to
repurchase  shares at an average  price of $17.00.  The  Company  has  developed
specific cost saving and revenue enhancement initiatives that, if achieved, will
replace the lost contribution  within 18 months. "The contribution from Merchant
Processing  allowed our core bank to  under-perform,"  commented  Daugherty.  We
intend to focus on the  basics of retail  banking  and to  greatly  improve  the
profit dynamics of our bank,  with a more  acceptable risk profile,  in the near
term." No job eliminations are expected in connection with the transaction.

Humboldt will continue to serve as the sponsoring financial  institution for IPH
for a period of up to eight months after closing. Humboldt intends to completely
exit the Independent  Sales  Organization  ("ISO")  sponsorship  business as its
remaining  ISO  contracts  expire over the next 18 months.  The  majority of the
remaining ISO processing is with a single national firm that provides  financial
guarantees against any loss incurred by Humboldt.

IPH is based in  Nashville,  Tennessee  and  currently  provides  merchant  card
services for approximately 60,000 businesses throughout the country.

Humboldt Bancorp, with total assets of $982 million, is headquartered in Eureka,
California. Through its principal operating subsidiary, Humboldt Bank, it offers
business and consumer banking  services through 24 banking centers,  principally
in  Northern  California,  including  its Tehama  Bank and  Capitol  Valley Bank
divisions.

                                              www.humboldtbancorp.com

This news release includes forward-looking statements, which management believes
are a benefit to shareholders and investors.  These  forward-looking  statements
describe Humboldt Bancorp management's  expectations regarding future events and
developments,  including the  completion  of the sale of Humboldt's  proprietary
merchant bankcard operations; the net gain to be realized upon completion of the
sale; receipt of any special  regulatory  approvals needed to repurchase shares;
Humboldt's  ability to repurchase  sufficient  shares at acceptable prices under
the new authorization;  and,  Humboldt's ability to achieve the expected results
from it retail banking strategy. Future events are difficult to predict, and the
expectations  described above are  necessarily  subject to risks and uncertainty
that may cause actual results to differ  materially and adversely.  In addition,
discussions about risks and uncertainties are set forth from time to time in the
Company's  publicly  available   Securities  and  Exchange  Commission  filings.
Humboldt  undertakes  no  obligation  to publicly  revise these  forward-looking
statements to reflect subsequent events or circumstances.

Note: Transmitted on PR Newswire on July 22, 2002 at ___ PDT.