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) October 7, 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.)




                        2998 Douglas Boulevard, Suite 330
                               Roseville, CA 95661
                                  916.783.2812
          (Address and telephone number of principal executive offices)


<PAGE>


Item 5.  Other Events and Regulation FD Disclosure

The purpose of this current  report on Form 8-K is to announce  that  definitive
agreement  between Humboldt Bancorp  ("Humboldt")  and iPayment  Holdings,  Inc.
("iPayment") for the sale of certain assets related to its proprietary  merchant
bankcard  operations  was  terminated  effective  October 4, 2002.  Prior to the
termination,  both  Humboldt and iPayment  executed an amendment to the original
agreement that provided for, among other things, the payment of a non-refundable
$1 million  deposit toward the purchase price by iPayment.  Humboldt  expects to
recognize this fee in its results of operations for the fourth quarter of 2002.

Management  does not believe that the termination of this agreement will have an
adverse  impact on  Humboldt's  results of  operations  or financial  condition.
Further, management does not believe that the termination of the agreement was a
reflection of any problem or weakness  associated with the proprietary  merchant
bankcard  operation.  Humboldt has engaged the services of an investment banking
firm to assist with an immediate evaluation of strategic  alternative  available
for this business.

A copy of the press release  announcing the termination is included  herewith as
an exhibit to this report.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99.1     Press release dated October 7, 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: October 7, 2002                HUMBOLDT BANCORP,
                                      a California Corporation


                                      /S/Patrick J. Rusnak
                                      ------------------------------------------
                                      Patrick J. Rusnak, Chief Financial Officer


<PAGE>



Exhibit 99.1 Press Release

             Humboldt Bancorp Announces Termination of Agreement to

                Sell its Proprietary Merchant Bankcard Operations


EUREKA,  CA - October 7, 2002  /PRNewswire/ - Humboldt Bancorp  (Nasdaq:  HBEK),
today announced that the definitive  agreement to sell its proprietary  merchant
bankcard operations to iPayment Holdings, Inc., originally announced on July 22,
was terminated.

Humboldt  announced  on  September  13 that the  transaction  had not  closed as
scheduled on August 30 and that both parties were continuing efforts to complete
the  transaction.  On October 3, an  amendment  to the  purchase  agreement  was
executed by both parties that provided for,  among other things,  the payment of
$1 million to Humboldt as a  non-refundable  deposit toward the purchase  price.
This payment was  received by Humboldt  and will be  reflected in the  Company's
fourth quarter operating results.

"The proposed  transaction was negotiated to provide for both the realization of
value  for our  shareholders  and job  preservation  for  about  80  employees,"
commented  Robert M. Daugherty,  President & Chief Executive  Officer.  "We have
received  other  expressions  of  interest  as a  result  of  our  September  13
announcement and are reviewing all strategic  options for this business with our
investment banker."

Humboldt's  proprietary  merchant  bankcard  division  provides services to over
10,000   merchants  and  provides  a  consistent  and   significant   source  of
non-interest  revenue,  with minimal fraud losses. For the six months ended June
30, 2002, Humboldt recognized approximately $7.6 million in non-interest revenue
from its proprietary  merchant bankcard  operation and incurred net fraud losses
of $140,000.

Humboldt  Bancorp had total assets of $984 million as of June 30, 2002.  Through
its  principal  operating  subsidiary,  Humboldt  Bank,  it offers  business and
consumer banking  services  through 23 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 continued  profitability and successful sale of the
Company's proprietary merchant bankcard  business  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.
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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) October 7, 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.)

                        2998 Douglas Boulevard, Suite 330
                               Roseville, CA 95661
                                  916.783.2812
          (Address and telephone number of principal executive offices)
Item 5.  Other Events and Regulation FD Disclosure

The purpose of this current  report on Form 8-K is to announce  that  definitive
agreement  between Humboldt Bancorp  ("Humboldt")  and iPayment  Holdings,  Inc.
("iPayment") for the sale of certain assets related to its proprietary  merchant
bankcard  operations  was  terminated  effective  October 4, 2002.  Prior to the
termination,  both  Humboldt and iPayment  executed an amendment to the original
agreement that provided for, among other things, the payment of a non-refundable
$1 million  deposit toward the purchase price by iPayment.  Humboldt  expects to
recognize this fee in its results of operations for the fourth quarter of 2002.

Management  does not believe that the termination of this agreement will have an
adverse  impact on  Humboldt's  results of  operations  or financial  condition.
Further, management does not believe that the termination of the agreement was a
reflection of any problem or weakness  associated with the proprietary  merchant
bankcard  operation.  Humboldt has engaged the services of an investment banking
firm to assist with an immediate evaluation of strategic  alternative  available
for this business.

A copy of the press release  announcing the termination is included  herewith as
an exhibit to this report.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  99.1     Press release dated October 7, 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: October 7, 2002                HUMBOLDT BANCORP,
                                      a California Corporation

                                      /S/Patrick J. Rusnak
                                      ------------------------------------------
                                      Patrick J. Rusnak, Chief Financial Officer
Exhibit 99.1 Press Release

             Humboldt Bancorp Announces Termination of Agreement to

                Sell its Proprietary Merchant Bankcard Operations

EUREKA,  CA - October 7, 2002  /PRNewswire/ - Humboldt Bancorp  (Nasdaq:  HBEK),
today announced that the definitive  agreement to sell its proprietary  merchant
bankcard operations to iPayment Holdings, Inc., originally announced on July 22,
was terminated.

Humboldt  announced  on  September  13 that the  transaction  had not  closed as
scheduled on August 30 and that both parties were continuing efforts to complete
the  transaction.  On October 3, an  amendment  to the  purchase  agreement  was
executed by both parties that provided for,  among other things,  the payment of
$1 million to Humboldt as a  non-refundable  deposit toward the purchase  price.
This payment was  received by Humboldt  and will be  reflected in the  Company's
fourth quarter operating results.

"The proposed  transaction was negotiated to provide for both the realization of
value  for our  shareholders  and job  preservation  for  about  80  employees,"
commented  Robert M. Daugherty,  President & Chief Executive  Officer.  "We have
received  other  expressions  of  interest  as a  result  of  our  September  13
announcement and are reviewing all strategic  options for this business with our
investment banker."

Humboldt's  proprietary  merchant  bankcard  division  provides services to over
10,000   merchants  and  provides  a  consistent  and   significant   source  of
non-interest  revenue,  with minimal fraud losses. For the six months ended June
30, 2002, Humboldt recognized approximately $7.6 million in non-interest revenue
from its proprietary  merchant bankcard  operation and incurred net fraud losses
of $140,000.

Humboldt  Bancorp had total assets of $984 million as of June 30, 2002.  Through
its  principal  operating  subsidiary,  Humboldt  Bank,  it offers  business and
consumer banking  services  through 23 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 continued  profitability and successful sale of the
Company's proprietary merchant bankcard  business  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.