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) September 4, 2001



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


<TABLE>
<CAPTION>

<S>                               <C>                               <C>
           California                        0-27784                      93-1175446
           ----------                        -------                      ----------
(State or other jurisdiction of     (Commission File Number)           (I.R.S. Employer
 incorporation or organization)                                       Identification No.)

</TABLE>


          2440 Sixth Street, Eureka, California 95501; (707) 445-3233
         (Address and telephone number of principal executive offices)

<PAGE>2

Item 4. Changes in Registrant's Certifying Accountants.

     Richardson  & Co. was  previously  the  principal  accountant  for Humboldt
Bancorp (the  "Registrant").  Effective  September  4, 2001,  Richardson & Co.'s
appointment  as principal  accountant was terminated and KPMG LLP was engaged as
principal  accountants.  The decision to change  accountants was approved by the
audit committee and the full board of directors of the Registrant.

     During the  Registrant's  two most recent  fiscal years ended  December 31,
2000,  and the subsequent  interim  period through June 30, 2001,  there were no
disagreements  between  the  Registrant  and  Richardson  & Co. on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedures,  which  disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of this disagreement.

     None of the  "reportable  events"  described  under  Item  304(a)(1)(v)  of
Regulation S-K occurred within  Humboldt  Bancorp's two most recent fiscal years
and the subsequent interim period through June 30, 2001.

     The  audit  report  of  Richardson  & Co.  on  the  consolidated  financial
statements of Humboldt  Bancorp and  subsidiaries as of and for the fiscal years
ended  December  31,  2000 and 1999,  did not  contain  any  adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit  scope,  or  accounting  principles.  A letter  from  Richardson  & Co. is
attached as Exhibit 16.1.

     During the  Registrant's  two most recent  fiscal years ended  December 31,
2000,  and the  subsequent  interim period through June 30, 2001, the Registrant
did not consult with KPMG LLP  regarding  any of the matters or events set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

     The following exhibit is filed with this Form 8-K:

     16.1 Letter of Richardson & Co. regarding change in certifying accountant.


                                    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:  September 5, 2001                  HUMBOLDT BANCORP

                                           /s/   Patrick J Rusnak
                                           Patrick J. Rusnak
                                           Senior Vice President and
                                           Chief Financial Officer
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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) September 4, 2001

                                HUMBOLDT BANCORP
             (Exact name of registrant as specified in its charter)
California                        0-27784                      93-1175446
           ----------                        -------                      ----------
(State or other jurisdiction of     (Commission File Number)           (I.R.S. Employer
 incorporation or organization)                                       Identification No.)
2440 Sixth Street, Eureka, California 95501; (707) 445-3233
         (Address and telephone number of principal executive offices)
2

Item 4. Changes in Registrant's Certifying Accountants.

     Richardson  & Co. was  previously  the  principal  accountant  for Humboldt
Bancorp (the  "Registrant").  Effective  September  4, 2001,  Richardson & Co.'s
appointment  as principal  accountant was terminated and KPMG LLP was engaged as
principal  accountants.  The decision to change  accountants was approved by the
audit committee and the full board of directors of the Registrant.

     During the  Registrant's  two most recent  fiscal years ended  December 31,
2000,  and the subsequent  interim  period through June 30, 2001,  there were no
disagreements  between  the  Registrant  and  Richardson  & Co. on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedures,  which  disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of this disagreement.

     None of the  "reportable  events"  described  under  Item  304(a)(1)(v)  of
Regulation S-K occurred within  Humboldt  Bancorp's two most recent fiscal years
and the subsequent interim period through June 30, 2001.

     The  audit  report  of  Richardson  & Co.  on  the  consolidated  financial
statements of Humboldt  Bancorp and  subsidiaries as of and for the fiscal years
ended  December  31,  2000 and 1999,  did not  contain  any  adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit  scope,  or  accounting  principles.  A letter  from  Richardson  & Co. is
attached as Exhibit 16.1.

     During the  Registrant's  two most recent  fiscal years ended  December 31,
2000,  and the  subsequent  interim period through June 30, 2001, the Registrant
did not consult with KPMG LLP  regarding  any of the matters or events set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

     The following exhibit is filed with this Form 8-K:

     16.1 Letter of Richardson & Co. regarding change in certifying accountant.

                                    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:  September 5, 2001                  HUMBOLDT BANCORP

                                           /s/   Patrick J Rusnak
                                           Patrick J. Rusnak
                                           Senior Vice President and
                                           Chief Financial Officer