--------------------------------------------------------------------------------


       As filed with the Securities and Exchange Commission on December 13, 1999
                                                    Registration No. 333-
------------------------------------------------------------------------------


                                  UNITED STATES
                       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
 incorporation or organization)                              Identification No.)

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
             Executive Vice President, General Counsel and Secretary
                          Bay View Capital Corporation
                             1840 Gateway Boulevard
                           San Mateo, California 94404
                     (Name and address of agent for service)
                                 (650) 312-7200
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:

                           CHRISTOPHER R. KELLY, P.C.
                           DANIEL C. HOLDGREIWE, ESQ.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                           1100 New York Avenue, N.W.
                             Washington, D.C. 20005
                                 (202) 414-6100

<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
                                                    Proposed        Proposed
                                                     maximum         maximum      Amount of
       Title of Securities         Amount to be  offering price     aggregate    registration
        to be registered            registered      per share     offering price   fee (1)
--------------------------------  -------------- --------------   -------------- -------------
<S>                                <C>                 <C>            <C>            <C>
Common Stock, par value $.01 per  500,000 shares     $15.72       $7,860,000       $2,075.04
share
----------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose of
      calculating  the  Registration  Fee,  at $15.72 per  share,  which was the
      average of the high and low sales  price of the  common  stock of Bay View
      Capital Corporation on the New York Stock Exchange on December 9, 1999.




<PAGE>



                          INCORPORATION BY REFERENCE


      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  ("Bay  View"),  authorized  for issuance  under Bay View's
Amended and Restated  1995 Stock Option and  Incentive  Plan (the  "Plan").  The
contents of Bay View's previously filed Registration Statement on Form S-8 (File
No. 333-37031) relating to the Plan are incorporated herein by reference.


                        REQUIRED OPINIONS AND CONSENTS



        5         Opinion and consent of Silver, Freedman & Taff, L.L.P.
       23.1       Consent  of  KPMG  LLP  with  respect  to  Bay  View  Capital
                  Corporation
       23.2       Consent  of KPMG  LLP  with  respect  to  Franchise  Mortgage
                  Acceptance  Company
       23.3       Consent of  Deloitte  & Touche  LLP with  respect to Bay View
                  Capital Corporation
       23.4       Consent  of  Silver,  Freedman & Taff,  L.L.P.  (included  in
                  Exhibit 5)
        24        Power of attorney (included on signature page)





                                     II-1

<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 December 10, 1999.

                                       BAY VIEW CAPITAL CORPORATION


                                       By:  /s/ Edward H. Sondker
                                            --------------------------------
                                            Edward H. Sondker, President and
                                             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,  as such person's true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
re-substitution,  for such person and in such person's,  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 such
person might or could do in person,  hereby  ratifying and  confirming  the said
attorney-in-fact  and agent or his substitute or substitutes  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  by  the  following  persons  in  the
capacities and on the date indicated.



/s/ Edward H. Sondker                     Date: December 10, 1999
----------------------------------              -----------------
Edward H. Sondker
President, Chief Executive Officer
 and Director
 (Principal Executive Officer)


/s/  David A. Heaberlin                    Date: December 10, 1999
----------------------------------               -----------------
David A. Heaberlin
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)


/s/  Scott H. Ray                          Date: December 10, 1999
----------------------------------               -----------------
Scott H. Ray, Senior Vice President
 and Controller (Principal
 Accounting Officer)



                                      II-2
<PAGE>

/s/  John R. McKean                        Date: December 10, 1999
----------------------------------               -----------------
John R. McKean, Director



                                           Date:
----------------------------------               -----------------
Stephen T. McLin, Director



                                           Date:
----------------------------------               -----------------
W. Blake Winchell, Director



                                           Date:
----------------------------------               -----------------
Robert M. Greber, Director



/s/  Paula R. Collins                      Date: December 10, 1999
----------------------------------               -----------------
Paula R. Collins, Director



                                           Date:
----------------------------------               -----------------
Thomas M. Foster, Director



/s/  George H. Krauss                      Date: December 10, 1999
----------------------------------               -----------------
George H. Krauss, Director



/s/ Wayne L. Knyal                         Date: December 10, 1999
----------------------------------               -----------------
Wayne L. Knyal, Director



                                     II-3
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 8862}]
{"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": "333-92637", "film-number": "99773557"}, "business-address": {"street1": "1840 GATEWAY DRIVE", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6503127200"}, "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 December 13, 1999
                                                    Registration No. 333-
------------------------------------------------------------------------------

                                  UNITED STATES
                       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
 incorporation or organization)                              Identification No.)

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
             Executive Vice President, General Counsel and Secretary
                          Bay View Capital Corporation
                             1840 Gateway Boulevard
                           San Mateo, California 94404
                     (Name and address of agent for service)
                                 (650) 312-7200
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:

                           CHRISTOPHER R. KELLY, P.C.
                           DANIEL C. HOLDGREIWE, ESQ.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                           1100 New York Avenue, N.W.
                             Washington, D.C. 20005
                                 (202) 414-6100
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
                                                    Proposed        Proposed
                                                     maximum         maximum      Amount of
       Title of Securities         Amount to be  offering price     aggregate    registration
        to be registered            registered      per share     offering price   fee (1)
--------------------------------  -------------- --------------   -------------- -------------
Common Stock, par value $.01 per  500,000 shares     $15.72       $7,860,000       $2,075.04
share
----------------------------------------------------------------------------------------------
(1)   Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose of
      calculating  the  Registration  Fee,  at $15.72 per  share,  which was the
      average of the high and low sales  price of the  common  stock of Bay View
      Capital Corporation on the New York Stock Exchange on December 9, 1999.
INCORPORATION BY REFERENCE

      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  ("Bay  View"),  authorized  for issuance  under Bay View's
Amended and Restated  1995 Stock Option and  Incentive  Plan (the  "Plan").  The
contents of Bay View's previously filed Registration Statement on Form S-8 (File
No. 333-37031) relating to the Plan are incorporated herein by reference.

                        REQUIRED OPINIONS AND CONSENTS

        5         Opinion and consent of Silver, Freedman & Taff, L.L.P.
       23.1       Consent  of  KPMG  LLP  with  respect  to  Bay  View  Capital
                  Corporation
       23.2       Consent  of KPMG  LLP  with  respect  to  Franchise  Mortgage
                  Acceptance  Company
       23.3       Consent of  Deloitte  & Touche  LLP with  respect to Bay View
                  Capital Corporation
       23.4       Consent  of  Silver,  Freedman & Taff,  L.L.P.  (included  in
                  Exhibit 5)
        24        Power of attorney (included on signature page)

                                     II-1
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 December 10, 1999.

                                       BAY VIEW CAPITAL CORPORATION

                                       By:  /s/ Edward H. Sondker
                                            --------------------------------
                                            Edward H. Sondker, President and
                                             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,  as such person's true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
re-substitution,  for such person and in such person's,  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 such
person might or could do in person,  hereby  ratifying and  confirming  the said
attorney-in-fact  and agent or his substitute or substitutes  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  by  the  following  persons  in  the
capacities and on the date indicated.

/s/ Edward H. Sondker                     Date: December 10, 1999
----------------------------------              -----------------
Edward H. Sondker
President, Chief Executive Officer
 and Director
 (Principal Executive Officer)

/s/  David A. Heaberlin                    Date: December 10, 1999
----------------------------------               -----------------
David A. Heaberlin
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)

/s/  Scott H. Ray                          Date: December 10, 1999
----------------------------------               -----------------
Scott H. Ray, Senior Vice President
 and Controller (Principal
 Accounting Officer)

                                      II-2
/s/  John R. McKean                        Date: December 10, 1999
----------------------------------               -----------------
John R. McKean, Director

                                           Date:
----------------------------------               -----------------
Stephen T. McLin, Director

                                           Date:
----------------------------------               -----------------
W. Blake Winchell, Director

                                           Date:
----------------------------------               -----------------
Robert M. Greber, Director

/s/  Paula R. Collins                      Date: December 10, 1999
----------------------------------               -----------------
Paula R. Collins, Director

                                           Date:
----------------------------------               -----------------
Thomas M. Foster, Director

/s/  George H. Krauss                      Date: December 10, 1999
----------------------------------               -----------------
George H. Krauss, Director

/s/ Wayne L. Knyal                         Date: December 10, 1999
----------------------------------               -----------------
Wayne L. Knyal, Director

                                     II-3