<PAGE>


     As filed with the Securities and Exchange Commission on
October 2, 1997
                                                           
Registration No.
333-   
=================================================================
==============
===========
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                             -------------------------
                                    FORM S-8
                              REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                             -------------------------
                            BAY VIEW CAPITAL CORPORATION
                  (Exact name of registrant as specified in its   
             
                        charter)
          Delaware                                            
94-3078031
(State or other jurisdiction of                  (I.R.S. Employer
Identification No.)
  incorporation or organization)                

1840 Gateway Drive, San Mateo, California  94404
(Address of principal executive offices)                      
(Zip Code)

                            BAY VIEW CAPITAL CORPORATION
              AMENDED AND RESTATED 1995 STOCK OPTION AND
INCENTIVE PLAN
                              (Full title of the plan)
                            --------------------------
                              ROBERT J. FLAX, ESQ.
                            Executive Vice President,
                         General Counsel and Secretary
                          Bay View Capital Corporation
                              1840 Gateway Drive
                         San Mateo, California  94404
                     (Name and address of agent for service)
                                (415) 573-7300
           (Telephone number, including area code, of agent for
                                     service)
                         Copy of all communications to:
                          CHRISTOPHER R. KELLY, P.C.
                             CRAIG M. SCHEER, ESQ.
                        Silver, Freedman & Taff, L.L.P.
       (a limited liability partnership including professional
                                 corporations)
                           1100 New York Ave., N.W.
                           Washington, D.C.  20005
                               (202) 414-6100

                       CALCULATION OF REGISTRATION FEE
=================================================================
==============
===========
<TABLE>
<CAPTION>
                                    Proposed maximum Proposed
maximum
Title of securities    Amount to be  offering price     aggregate 
 Amount of
to be registered   registered(1)  per share(2)   offering
price(2) registration
fee(2)
-----------------------------------------------------------------
--------------
-----------
<S>                   <C>               <C>        <C>            
 <C>
Common Stock, par value
$.01 per share        1,750,000 shares  $26.94     $47,136,675    
 $14,284
                                        
=================================================================
===========
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this
Registration Statement covers, in addition to the number of
shares set forth
above, an indeterminate number of shares which, by reason of
certain events
specified in the Plan, may become subject to the Plan.
(2)  Estimated in accordance with Rule 457(h), solely for the
purpose of
calculating the registration fee. The proposed maximum offering
price per share
represents the weighted average of the (i) weighted average
exercise price per
share, with respect to shares subject to outstanding options that
were granted
at fair market value, and (ii) average of the high and low price
per share of
that class on the Nasdaq National Market on September 26, 1997,
with respect to
shares that are not subject to outstanding options.

</TABLE>
<PAGE>


    The purpose of this Registration Statement on Form S-8 is to
register
additional shares of the common stock, par value $.01 per share,
of Bay View
Capital Corporation (the "Company"), authorized for issuance
under the
Company's Amended and Restated 1995 Stock Option and Incentive
Plan (the
"Plan").  The contents of the Company's previously filed
Registration Statement
on Form S-8 (File No. 33-95726) relating to the Plan (the
"Initial Registration
Statement") are incorporated herein by reference, except for Item
8 of Part II
of the Initial Registration Statement.  Requests for items
incorporated by
reference pursuant to Item 3 of Part II of the Initial
Registration Statement
(incorporated herein by reference)  should be directed to Robert
J. Flax,
Executive Vice President, General Counsel and Secretary, 1840
Gateway Drive,
San Mateo, California 94404, telephone number (415) 573-7300.<PAGE>
<PAGE>

Item 8.  Exhibits.
         --------- 
<TABLE>
<CAPTION>

      Regulation
          S-K                               Reference to Prior
        Exhibit                              Filing or Exhibit
         Number          Document           Number Attached
Hereto
      ----------    --------------------   ----------------------
         <C>              <S>                     <C>
        4           Instruments Defining 
                    the Rights of Securities
                    Holders, Including 
                    Indentures: 

                    (1) Certificate of              *
                    Incorporation of Bay View 
                    Capital Corporation

                    (2) Bylaws of Bay View          ** 
                    Capital Corporation

                    (3) Specimen form of            ***
                    common stock certificate 
                    of Bay View Capital 
                    Corporation

                    (4) Stockholder Protection      ****
                    Rights Agreement, dated 
                    July 31, 1991 (the "Rights 
                    Agreement")

                    (5) First Amendment to the       **** 
                    Rights Agreement, dated 
                    February 25, 1993

                    (6) Form of Rights Certificate   ****
                    and of Election to Exercise 
                    (included as Exhibit A 
                    to the Rights Agreement)

                    (7) Bay View Capital Corporation ***** 
                    Amended and Restated 1995 
                    Stock Option and Incentive 
                    Plan

        5           Opinion of Silver,            Attached as
                    Freedman & Taff, L.L.P.       Exhibit 5

       15           Letter re unaudited financial
                    information.                   Not Applicable

       23.1         Consent of Silver, 
                    Freedman & Taff, L.L.P. 

<PAGE>

                   (Included in Exhibit 5) Contained in Exhibit 5

      23.2         Consent of Deloitte & 
                   Touche LLP            Attached as Exhibit 23.2

      24           Power of Attorney       Contained on Signature
                                                    Page

*   Filed as an exhibit to the Company's Registration Statement
on
    Form S-3 (File No.  333-29757) dated June 20, 1997 and hereby
    incorporated by reference in accordance with Item 601 of
    Regulation S-K.

**  Filed as an exhibit to the Company's Current Report on 
    Form 8-K (File No.  0-17901) dated January 10, 1994 and 
    hereby incorporated by reference in accordance with Item 601 
    of Regulation S-K.

*** Filed as an exhibit to the Company's Registration Statement
on
    Form S-8 (File No. 33-41924) dated July 23, 1991 and hereby
    incorporated by reference in accordance with Item 601 of
    Regulation S-K.

****Filed as an exhibit to the Company's Registration Statement
on
    Form 8-A (the second amendment to the Company's Form 8-A
filed
    on August 6, 1990) (File No.  0-17901) dated March 8, 1993
and
    hereby incorporated by reference in accordance with Item 601
    of Regulation S-K.

*****Filed as an exhibit to the Company's Annual Report on Form
     10-K for the fiscal year ended December 31, 1996, as amended
     on Form 10-K on June 27, 1997 and hereby incorporated by
     reference in accordance with Item 601 of Regulation S-K.

/TABLE
<PAGE>

<PAGE>

                         SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933,
the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the
requirements for filing on Form S-8 and has duly caused this
Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly
authorized in the City of San Mateo, State of California, on
October 1,
1997.


                       BAY VIEW CAPITAL CORPORATION




                       By:/s/ Edward H. Sondker
                          ----------------------------- 
                          Edward H. Sondker, President,
                          Chief Executive Officer
                          (Duly Authorized Representative)



    KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears
below constitutes and appoints Edward H. Sondker his/her true and
lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for him/her and in his/her name, place and
stead, in any and
all capacities, to sign any and all amendments (including
post-effective
amendments) to this Registration Statement, and to file the same,
with all
exhibits thereto, and all other documents in connection
therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in- fact and
agent full power and authority to do and perform each and every
act and thing
requisite and necessary to be done, as fully to all intents and
purposes as
he/she might or could do in person, hereby ratifying and
confirming all said
attorney-in-fact and agent or his substitutes or substitute may
lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this
Registration Statement has been signed below by the following
persons in the
capacities and on the dates indicated.


<PAGE>
<PAGE>

By:/s/ Edward H. Sondker      By:/s/ John R. McKean           
   --------------------------    -----------------------------
   Edward H. Sondker,            John R. McKean, Chairman of
   President, Chief the Board
   Executive Officer and
   Director (Principal
   Executive Officer)


Date: October 1, 1997          Date: October 1, 1997   
     ------------------------      ---------------------------


By:/s/David A. Heaberlin      By:/s/ Paula R. Collins         
   --------------------------    -----------------------------
   David A. Heaberlin,           Paula R. Collins, Director
   Executive Vice President and
   Chief Financial Officer
   (Principal Accounting and 
   Financial Officer)


Date: October 1, 1997          Date: October 1, 1997   
    -------------------------      ---------------------------

By:/s/ Roger K. Easley        By:/s/ Angelo J. Siracusa       
   --------------------------   ------------------------------
   Roger K. Easley, Director    Angelo J. Siracusa, Director


Date: October 1, 1997          Date: October 1, 1997   
     ------------------------      ---------------------------


By:/s/ Thomas M. Foster       By:/s/ Richard J. Quinlan       
   --------------------------    -----------------------------
   Thomas M. Foster, Director    Richard J. Quinlan, Director


Date: October 1, 1997          Date: October 1, 1997   
   --------------------------       --------------------------


By:/s/ Robert L. Witt         By:/s/ W. Blake Winchell        
   --------------------------    -----------------------------
   Robert L. Witt, Director      W. Blake Winchell, Director


Date: October 1, 1997          Date: October 1, 1997   
     ------------------------      ---------------------------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR AMENDED AND RESTATED 1995 ", "secsgml_size_bytes": 12084}]
{"company-data": {"conformed-name": "BAY VIEW CAPITAL CORP", "cik": "0000840387", "assigned-sic": "6035", "irs-number": "943078031", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37031", "film-number": "97689931"}, "business-address": {"street1": "1840 GATEWAY DRIVE", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4155737300"}, "mail-address": {"street1": "2121 SOUTH EL CAMINO REAL", "street2": "2121 SOUTH EL CAMINO REAL", "city": "SAN MATEO", "state": "CA", "zip": "94403"}}
As filed with the Securities and Exchange Commission on
October 2, 1997
                                                           
Registration No.
333-   
=================================================================
==============
===========
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                             -------------------------
                                    FORM S-8
                              REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
                             -------------------------
                            BAY VIEW CAPITAL CORPORATION
                  (Exact name of registrant as specified in its   
             
                        charter)
          Delaware                                            
94-3078031
(State or other jurisdiction of                  (I.R.S. Employer
Identification No.)
  incorporation or organization)                

1840 Gateway Drive, San Mateo, California  94404
(Address of principal executive offices)                      
(Zip Code)

                            BAY VIEW CAPITAL CORPORATION
              AMENDED AND RESTATED 1995 STOCK OPTION AND
INCENTIVE PLAN
                              (Full title of the plan)
                            --------------------------
                              ROBERT J. FLAX, ESQ.
                            Executive Vice President,
                         General Counsel and Secretary
                          Bay View Capital Corporation
                              1840 Gateway Drive
                         San Mateo, California  94404
                     (Name and address of agent for service)
                                (415) 573-7300
           (Telephone number, including area code, of agent for
                                     service)
                         Copy of all communications to:
                          CHRISTOPHER R. KELLY, P.C.
                             CRAIG M. SCHEER, ESQ.
                        Silver, Freedman & Taff, L.L.P.
       (a limited liability partnership including professional
                                 corporations)
                           1100 New York Ave., N.W.
                           Washington, D.C.  20005
                               (202) 414-6100

                       CALCULATION OF REGISTRATION FEE
=================================================================
==============
===========
Proposed maximum Proposed
maximum
Title of securities    Amount to be  offering price     aggregate 
 Amount of
to be registered   registered(1)  per share(2)   offering
price(2) registration
fee(2)
-----------------------------------------------------------------
--------------
-----------
Common Stock, par value
$.01 per share        1,750,000 shares  $26.94     $47,136,675    
 $14,284
                                        
=================================================================
===========
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this
Registration Statement covers, in addition to the number of
shares set forth
above, an indeterminate number of shares which, by reason of
certain events
specified in the Plan, may become subject to the Plan.
(2)  Estimated in accordance with Rule 457(h), solely for the
purpose of
calculating the registration fee. The proposed maximum offering
price per share
represents the weighted average of the (i) weighted average
exercise price per
share, with respect to shares subject to outstanding options that
were granted
at fair market value, and (ii) average of the high and low price
per share of
that class on the Nasdaq National Market on September 26, 1997,
with respect to
shares that are not subject to outstanding options.
The purpose of this Registration Statement on Form S-8 is to
register
additional shares of the common stock, par value $.01 per share,
of Bay View
Capital Corporation (the "Company"), authorized for issuance
under the
Company's Amended and Restated 1995 Stock Option and Incentive
Plan (the
"Plan").  The contents of the Company's previously filed
Registration Statement
on Form S-8 (File No. 33-95726) relating to the Plan (the
"Initial Registration
Statement") are incorporated herein by reference, except for Item
8 of Part II
of the Initial Registration Statement.  Requests for items
incorporated by
reference pursuant to Item 3 of Part II of the Initial
Registration Statement
(incorporated herein by reference)  should be directed to Robert
J. Flax,
Executive Vice President, General Counsel and Secretary, 1840
Gateway Drive,
San Mateo, California 94404, telephone number (415) 573-7300.
Item 8.  Exhibits.
         ---------
Regulation
          S-K                               Reference to Prior
        Exhibit                              Filing or Exhibit
         Number          Document           Number Attached
Hereto
      ----------    --------------------   ----------------------
4           Instruments Defining 
                    the Rights of Securities
                    Holders, Including 
                    Indentures: 

                    (1) Certificate of              *
                    Incorporation of Bay View 
                    Capital Corporation

                    (2) Bylaws of Bay View          ** 
                    Capital Corporation

                    (3) Specimen form of            ***
                    common stock certificate 
                    of Bay View Capital 
                    Corporation

                    (4) Stockholder Protection      ****
                    Rights Agreement, dated 
                    July 31, 1991 (the "Rights 
                    Agreement")

                    (5) First Amendment to the       **** 
                    Rights Agreement, dated 
                    February 25, 1993

                    (6) Form of Rights Certificate   ****
                    and of Election to Exercise 
                    (included as Exhibit A 
                    to the Rights Agreement)

                    (7) Bay View Capital Corporation ***** 
                    Amended and Restated 1995 
                    Stock Option and Incentive 
                    Plan

        5           Opinion of Silver,            Attached as
                    Freedman & Taff, L.L.P.       Exhibit 5

       15           Letter re unaudited financial
                    information.                   Not Applicable

       23.1         Consent of Silver, 
                    Freedman & Taff, L.L.P.
(Included in Exhibit 5) Contained in Exhibit 5

      23.2         Consent of Deloitte & 
                   Touche LLP            Attached as Exhibit 23.2

      24           Power of Attorney       Contained on Signature
                                                    Page

*   Filed as an exhibit to the Company's Registration Statement
on
    Form S-3 (File No.  333-29757) dated June 20, 1997 and hereby
    incorporated by reference in accordance with Item 601 of
    Regulation S-K.

**  Filed as an exhibit to the Company's Current Report on 
    Form 8-K (File No.  0-17901) dated January 10, 1994 and 
    hereby incorporated by reference in accordance with Item 601 
    of Regulation S-K.

*** Filed as an exhibit to the Company's Registration Statement
on
    Form S-8 (File No. 33-41924) dated July 23, 1991 and hereby
    incorporated by reference in accordance with Item 601 of
    Regulation S-K.

****Filed as an exhibit to the Company's Registration Statement
on
    Form 8-A (the second amendment to the Company's Form 8-A
filed
    on August 6, 1990) (File No.  0-17901) dated March 8, 1993
and
    hereby incorporated by reference in accordance with Item 601
    of Regulation S-K.

*****Filed as an exhibit to the Company's Annual Report on Form
     10-K for the fiscal year ended December 31, 1996, as amended
     on Form 10-K on June 27, 1997 and hereby incorporated by
     reference in accordance with Item 601 of Regulation S-K.

/TABLE
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the
requirements for filing on Form S-8 and has duly caused this
Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly
authorized in the City of San Mateo, State of California, on
October 1,
1997.

                       BAY VIEW CAPITAL CORPORATION

                       By:/s/ Edward H. Sondker
                          ----------------------------- 
                          Edward H. Sondker, President,
                          Chief Executive Officer
                          (Duly Authorized Representative)

    KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears
below constitutes and appoints Edward H. Sondker his/her true and
lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for him/her and in his/her name, place and
stead, in any and
all capacities, to sign any and all amendments (including
post-effective
amendments) to this Registration Statement, and to file the same,
with all
exhibits thereto, and all other documents in connection
therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in- fact and
agent full power and authority to do and perform each and every
act and thing
requisite and necessary to be done, as fully to all intents and
purposes as
he/she might or could do in person, hereby ratifying and
confirming all said
attorney-in-fact and agent or his substitutes or substitute may
lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this
Registration Statement has been signed below by the following
persons in the
capacities and on the dates indicated.
By:/s/ Edward H. Sondker      By:/s/ John R. McKean           
   --------------------------    -----------------------------
   Edward H. Sondker,            John R. McKean, Chairman of
   President, Chief the Board
   Executive Officer and
   Director (Principal
   Executive Officer)

Date: October 1, 1997          Date: October 1, 1997   
     ------------------------      ---------------------------

By:/s/David A. Heaberlin      By:/s/ Paula R. Collins         
   --------------------------    -----------------------------
   David A. Heaberlin,           Paula R. Collins, Director
   Executive Vice President and
   Chief Financial Officer
   (Principal Accounting and 
   Financial Officer)

Date: October 1, 1997          Date: October 1, 1997   
    -------------------------      ---------------------------

By:/s/ Roger K. Easley        By:/s/ Angelo J. Siracusa       
   --------------------------   ------------------------------
   Roger K. Easley, Director    Angelo J. Siracusa, Director

Date: October 1, 1997          Date: October 1, 1997   
     ------------------------      ---------------------------

By:/s/ Thomas M. Foster       By:/s/ Richard J. Quinlan       
   --------------------------    -----------------------------
   Thomas M. Foster, Director    Richard J. Quinlan, Director

Date: October 1, 1997          Date: October 1, 1997   
   --------------------------       --------------------------

By:/s/ Robert L. Witt         By:/s/ W. Blake Winchell        
   --------------------------    -----------------------------
   Robert L. Witt, Director      W. Blake Winchell, Director

Date: October 1, 1997          Date: October 1, 1997   
     ------------------------      ---------------------------