--------------------------------------------------------------------------------
         As filed with the Securities and Exchange Commission on April 19, 1999
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        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                                  (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

1840 GATEWAY DRIVE, SAN MATEO, CALIFORNIA                            94404
(Address of principal executive offices)                          (Zip Code)

                          BAY VIEW CAPITAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                              ROBERT J. FLAX, ESQ.
                            Executive Vice President
                          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
                         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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

==============================================================================================
                                                    PROPOSED        PROPOSED
       TITLE OF SECURITIES         AMOUNT TO BE      MAXIMUM         MAXIMUM      AMOUNT OF
        TO BE REGISTERED            REGISTERED   OFFERING PRICE     AGGREGATE    REGISTRATION
                                                    PER SHARE    OFFERING PRICE       FEE
-----------------------------      ------------  --------------- --------------  ------------
<S>                                    <C>            <C>            <C>            <C>

Common Stock, par value $.01      217,687 shares(1)   $18.375(2)  $3,999,999(2)    $1,112(2)
per share
Deferred Compensation               $4,000,000           N/A             N/A          N/A
Obligations(3)

=============================================================================================
</TABLE>

(1)Estimated,   solely  for  purposes  of  calculating  the  registration   fee.
(2)Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the
registration  fee, at $18.375 per share,  which was the average of the high and
low prices of the common  stock of Bay View  Capital  Corporation  on April 15,
1999  as  reported  on the  NYSE.  
(3)Represents  estimated  obligations of the Registrant to make distributions of
deferred  compensation  in cash in  accordance  with the  terms of the  Deferred
Compensation Plan.


<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
(the "Prospectus") will be sent or given to participants in the Bay View Capital
Corporation  Deferred  Compensation  Plan  (the  "Plan")  as  specified  by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

      Such  document(s) are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     I-1

<PAGE>



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The  following  documents  previously  or  concurrently  filed by Bay View
Capital  Corporation (the "Company") with the Commission are hereby incorporated
by reference in this Registration
Statement and the Prospectus:

(a)   The  Company's  Annual  Report  on Form  10-K for the  fiscal  year  ended
      December 31, 1998 (File No.  0-17901)  filed pursuant to Rule 13a-1 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)   The Company's Current Report on Form 8-K filed March 19, 1999; and

(c)   The  description  of the common  stock,  par value $.01 per share,  of the
      Company  (and  the  associated  rights  under  the  Bay  View  Stockholder
      Protection  Rights  Agreement)  set forth  under  "Description  of Capital
      Stock-Common  Stock,"  "-Section  203 of the Delaware  Law" and  "-Certain
      Provisions of the Amended and Restated  Certificate of  Incorporation  and
      Bylaws"  contained in the  Company's  prospectus  dated  October 19, 1998,
      filed  pursuant  to Rule  424(b) of the  Securities  Act  together  with a
      prospectus  supplement  on  December  16,1998,  and  incorporated  in  the
      Company's registration statement on Form 8-A dated March 3, 1999.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
Registration  Statement and the  Prospectus  and to be a part hereof and thereof
from the date of the filing of such  documents.  Any statement  contained in the
documents  incorporated,  or deemed to be  incorporated,  by reference herein or
therein  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

      The  Company  shall  furnish  without  charge  to each  person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Bay  View  Capital  Corporation,  1840  Gateway  Drive,  San  Mateo,
California 94404, telephone number (650) 312-7200.

      All  information   appearing  in  this  Registration   Statement  and  the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.


                                     II-1

<PAGE>



Item 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 9 of the  Company's  Certificate  of  Incorporation  provides  for
indemnification  of any  director or officer of the Company  against any and all
expense,  liability and loss (including  attorneys' fees,  judgments,  fines and
amounts  paid in  settlement)  reasonably  incurred or suffered by him or her in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, to the fullest extend
authorized  by Delaware  law,  subject to certain  limitations  set forth in the
Certificate of Incorporation.  Section 9 also authorizes the Company to purchase
insurance on behalf of directors and officers  against  liabilities  incurred in
their capacities as such.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other corporation or enterprise.

      Indemnification is permitted where such person acted in good faith, and in
a manner  he or she  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  such person had no  reasonable  cause to believe his or her conduct
was unlawful.

      Unless  ordered by a court,  indemnification  may be made only following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of directors
not at the time parties to such proceeding,  even if less than a quorum; or (ii)
by a committee of such directors  designated by majority vote of such directors,
even if less than a quorum; or (iii) if there are no such directors,  or if such
directors so direct, by independent legal counsel in a written opinion;  or (iv)
by the stockholders.



                                     II-2

<PAGE>



      Section 145 also permits  expenses  incurred by directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
or she is not  entitled  to be  indemnified  by  the  corporation  against  such
expenses.

      Under a directors' and officers' liability insurance policy, directors and
officers  of the  Company are insured  against  certain  liabilities,  including
certain liabilities under the Securities Act of 1933.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

Item 8.   EXHIBITS.

4.1   Restated  Certificate  of  Incorporation  of the  Company,  together  with
      Certificate  of  Amendment  of  Restated   Certificate  of   Incorporation
      (incorporated by reference to the Company's Registration Statement on Form
      S-3 (No. 333-29757)).

4.2   By-Laws of the Company (incorporated by reference to the Company's Current
      Report on Form 8-K filed on January 10, 1994 (File No. 0-17901)).

4.3   Stockholder  Protection Rights Agreement (the "Rights Agreement") dated as
      of July  31,  1990  between  the  Company  and  Chase  Mellon  Shareholder
      Services,  L.L.P., as successor rights agent (incorporated by reference to
      the  Company's  Registration  Statement  on Form 8 filed on March 9,  1993
      (Amendment No. 2 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.4   First   Amendment  to  the  Rights   Agreement  dated  February  26,  1993
      (incorporated by reference to the Company's Registration Statement on Form
      8 filed on March 9, 1993  (Amendment  No. 2 to the Company's  Registration
      Statement on Form 8-A filed on August 6, 1990 (File No. 0-17901))).

4.5   Second  Amendment  to  the  Rights   Agreement   dated  October  10,  1997
      (incorporated by reference to the Company's Registration Statement on Form
      8-A12G/A  filed on  October  15,  1997  (Amendment  No. 3 to the Company's
      Registration  Statement  on Form 8-A  filed on  August  6,  1990 (File No.
      0-17901))).

4.6   Third Amendment to the Rights Agreement  (incorporated by reference to the
      Company's  Registration  Statement on Form 8 filed on  September  29, 1998
      (Amendment No. 4 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.7   Specimen Form of common stock certificate of the Company  (incorporated by
      reference  to the  Company's  Registration  Statement on Form S-8 filed on
      July 26, 1991 (File No. 33- 41924)).



                                     II-3

<PAGE>



4.8   Form of Rights  Certificate  and  Election to Exercise  pursuant to Rights
      Agreement   (incorporated  by  reference  to  the  Company's  Registration
      Statement  on Form 8 filed  on  March  9,  1993  (Amendment  No.  2 to the
      Company's Registration Statement on Form 8-A filed on August 6, 1990 (File
      No. 0-17901))).

5     Opinion of Silver, Freedman & Taff, L.L.P.

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of KPMG LLP

23.3  Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

24    Power of Attorney of certain  officers and directors  (included as part of
      the signature pages hereof).

Item 9.   UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement.

      (2) That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial BONA FIDE offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)   The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
      determining any  liability  under the  Securities  Act each  filing of the
      Registrant's annual  report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated by  reference in the  registration
      statement shall be deemed to be a new registration  statement  relating to
      the securities offered therein, and the offering of  such   securities  at
      that time shall be deemed to be the  initial bona fide  offering  thereof.


                                     II-4

<PAGE>



(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                     II-5

<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 the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of San Mateo, State of California, on April 14, 1999.

                              BAY VIEW CAPITAL CORPORATION




                              By:   /s/ Robert J. Flax                     
                                    -----------------------------------------
                                    Robert J. Flax, Executive Vice President,
                                    General Counsel and Secretary

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Robert J. Flax and David A. Heaberlin,  or either
of them, as such person's true and lawful  attorney-in-fact  and agent with full
power of  substitution  for such person's name,  place and stead, in any and all
capacities, to sign any and all amendments and post-effective amendments to this
Registration  Statement,  and any and all other  documents  filed in  connection
therewith,  granting  unto each said  attorney-in-fact  and agent full power and
authority to do and perform each and every act fully to all intents and purposes
as such person might or could do in person,  hereby ratifying and confirming all
that each said  attorney-in-fact  and agent,  or any  substitute  therefor,  may
lawfully do or cause to be done by virtue thereof.

      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 date indicated.



/s/ Edward H. Sondker                           /s/ David A. Heaberlin
-------------------------------                 --------------------------------
Edward H. Sondker, Director,                    David A. Heaberlin,  Executive
President and Chief Executive                   Vice President and Chief
Officer                                         Financial Officer
(Principal Executive Officer)                   (Principal Financial and 
                                                 Principal Accounting Officer)

Date: April 14, 1999                            Date: April 14, 1999

                                     II-6

<PAGE>



/s/ John R. McKean                              /s/ Paula R. Collins
-------------------------------                 --------------------------------
John R. McKean, Director                        Paula R. Collins, Director


Date: April 14, 1999                            Date: April 14, 1999



/s/ Roger K. Easley                             /s/ Thomas M. Foster
-------------------------------                 --------------------------------
Roger K. Easley, Director                       Thomas M. Foster, Director


Date: April 14, 1999                            Date: April 14, 1999



/s/ Stephen T. McLin                            
-------------------------------                 --------------------------------
Stephen T. McLin, Director                      Angelo J. Siracusa, Director


Date: April 14, 1999                            Date: 



/s/ W. Blake Winchell                           /s/ George H. Krauss
-------------------------------                 --------------------------------
W. Blake Winchell, Director                     George H. Krauss, Director


Date: April 14, 1999                            Date: April 14, 1999



/s/ Robert M. Greber
-------------------------------
Robert M. Greber, Director


Date: April 14, 1999


                                     II-7

<PAGE>



================================================================================




                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549







                                   EXHIBITS


                                      TO


                                   FORM S-8


                            REGISTRATION STATEMENT


                                     UNDER


                          THE SECURITIES ACT OF 1933








                         BAY VIEW CAPITAL CORPORATION

================================================================================




<PAGE>



                                 EXHIBIT INDEX

4.1   Restated  Certificate  of  Incorporation  of the  Company,  together  with
      Certificate  of  Amendment  of  Restated   Certificate  of   Incorporation
      (incorporated by reference to the Company's Registration Statement on Form
      S-3 (No. 333-29757)).

4.2   By-Laws of the Company (incorporated by reference to the Company's Current
      Report on Form 8-K filed on January 10, 1994 (File No. 0-17901)).

4.3   Stockholder  Protection Rights Agreement (the "Rights Agreement") dated as
      of July  31,  1990  between  the  Company  and  Chase  Mellon  Shareholder
      Services,  L.L.P., as successor rights agent (incorporated by reference to
      the  Company's  Registration  Statement  on Form 8 filed on March 9,  1993
      (Amendment No. 2 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.4   First   Amendment  to  the  Rights   Agreement  dated  February  26,  1993
      (incorporated by reference to the Company's Registration Statement on Form
      8 filed on March 9, 1993  (Amendment  No. 2 to the Company's  Registration
      Statement on Form 8-A filed on August 6, 1990 (File No. 0-17901))).

4.5   Second  Amendment  to  the  Rights   Agreement   dated  October  10,  1997
      (incorporated by reference to the Company's Registration Statement on Form
      8-A12G/A  filed on  October  15,  1997 (Amendment  No. 3 to the  Company's
      Registration Statement  on Form 8-A  filed on  August  6,  1990  (File No.
      0-17901))).

4.6   Third Amendment to the Rights Agreement  (incorporated by reference to the
      Company's  Registration  Statement on Form 8 filed on  September  29, 1998
      (Amendment No. 4 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.7   Specimen Form of common stock certificate of the Company  (incorporated by
      reference  to the  Company's  Registration  Statement on Form S-8 filed on
      July 26, 1991 (File No. 33- 41924)).

4.8   Form of Rights  Certificate  and  Election to Exercise  pursuant to Rights
      Agreement   (incorporated  by  reference  to  the  Company's  Registration
      Statement  on Form 8 filed  on  March  9,  1993  (Amendment  No.  2 to the
      Company's Registration Statement on Form 8-A filed on August 6, 1990 (File
      No. 0-17901))).

5     Opinion of Silver, Freedman & Taff, L.L.P.

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of KPMG LLP

23.3  Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

24    Power of Attorney of certain  officers and directors  (included as part of
      the signature pages hereof).
[{"type": "S-8", "sequence": "1", "description": "DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 25114}]
{"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": "333-76553", "film-number": "99596858"}, "business-address": {"street1": "1840 GATEWAY DRIVE", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6505737300"}, "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 April 19, 1999
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        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                                  (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

1840 GATEWAY DRIVE, SAN MATEO, CALIFORNIA                            94404
(Address of principal executive offices)                          (Zip Code)

                          BAY VIEW CAPITAL CORPORATION
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                              ROBERT J. FLAX, ESQ.
                            Executive Vice President
                          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
                         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        PROPOSED
       TITLE OF SECURITIES         AMOUNT TO BE      MAXIMUM         MAXIMUM      AMOUNT OF
        TO BE REGISTERED            REGISTERED   OFFERING PRICE     AGGREGATE    REGISTRATION
                                                    PER SHARE    OFFERING PRICE       FEE
-----------------------------      ------------  --------------- --------------  ------------
Common Stock, par value $.01      217,687 shares(1)   $18.375(2)  $3,999,999(2)    $1,112(2)
per share
Deferred Compensation               $4,000,000           N/A             N/A          N/A
Obligations(3)

=============================================================================================
(1)Estimated,   solely  for  purposes  of  calculating  the  registration   fee.
(2)Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the
registration  fee, at $18.375 per share,  which was the average of the high and
low prices of the common  stock of Bay View  Capital  Corporation  on April 15,
1999  as  reported  on the  NYSE.  
(3)Represents  estimated  obligations of the Registrant to make distributions of
deferred  compensation  in cash in  accordance  with the  terms of the  Deferred
Compensation Plan.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
(the "Prospectus") will be sent or given to participants in the Bay View Capital
Corporation  Deferred  Compensation  Plan  (the  "Plan")  as  specified  by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

      Such  document(s) are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     I-1
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The  following  documents  previously  or  concurrently  filed by Bay View
Capital  Corporation (the "Company") with the Commission are hereby incorporated
by reference in this Registration
Statement and the Prospectus:

(a)   The  Company's  Annual  Report  on Form  10-K for the  fiscal  year  ended
      December 31, 1998 (File No.  0-17901)  filed pursuant to Rule 13a-1 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)   The Company's Current Report on Form 8-K filed March 19, 1999; and

(c)   The  description  of the common  stock,  par value $.01 per share,  of the
      Company  (and  the  associated  rights  under  the  Bay  View  Stockholder
      Protection  Rights  Agreement)  set forth  under  "Description  of Capital
      Stock-Common  Stock,"  "-Section  203 of the Delaware  Law" and  "-Certain
      Provisions of the Amended and Restated  Certificate of  Incorporation  and
      Bylaws"  contained in the  Company's  prospectus  dated  October 19, 1998,
      filed  pursuant  to Rule  424(b) of the  Securities  Act  together  with a
      prospectus  supplement  on  December  16,1998,  and  incorporated  in  the
      Company's registration statement on Form 8-A dated March 3, 1999.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
Registration  Statement and the  Prospectus  and to be a part hereof and thereof
from the date of the filing of such  documents.  Any statement  contained in the
documents  incorporated,  or deemed to be  incorporated,  by reference herein or
therein  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement  and  the  Prospectus  to the  extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

      The  Company  shall  furnish  without  charge  to each  person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Bay  View  Capital  Corporation,  1840  Gateway  Drive,  San  Mateo,
California 94404, telephone number (650) 312-7200.

      All  information   appearing  in  this  Registration   Statement  and  the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                     II-1
Item 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 9 of the  Company's  Certificate  of  Incorporation  provides  for
indemnification  of any  director or officer of the Company  against any and all
expense,  liability and loss (including  attorneys' fees,  judgments,  fines and
amounts  paid in  settlement)  reasonably  incurred or suffered by him or her in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, to the fullest extend
authorized  by Delaware  law,  subject to certain  limitations  set forth in the
Certificate of Incorporation.  Section 9 also authorizes the Company to purchase
insurance on behalf of directors and officers  against  liabilities  incurred in
their capacities as such.

      Section  145 of the  General  Corporation  Law of the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other corporation or enterprise.

      Indemnification is permitted where such person acted in good faith, and in
a manner  he or she  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  such person had no  reasonable  cause to believe his or her conduct
was unlawful.

      Unless  ordered by a court,  indemnification  may be made only following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of directors
not at the time parties to such proceeding,  even if less than a quorum; or (ii)
by a committee of such directors  designated by majority vote of such directors,
even if less than a quorum; or (iii) if there are no such directors,  or if such
directors so direct, by independent legal counsel in a written opinion;  or (iv)
by the stockholders.

                                     II-2
Section 145 also permits  expenses  incurred by directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
or she is not  entitled  to be  indemnified  by  the  corporation  against  such
expenses.

      Under a directors' and officers' liability insurance policy, directors and
officers  of the  Company are insured  against  certain  liabilities,  including
certain liabilities under the Securities Act of 1933.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

Item 8.   EXHIBITS.

4.1   Restated  Certificate  of  Incorporation  of the  Company,  together  with
      Certificate  of  Amendment  of  Restated   Certificate  of   Incorporation
      (incorporated by reference to the Company's Registration Statement on Form
      S-3 (No. 333-29757)).

4.2   By-Laws of the Company (incorporated by reference to the Company's Current
      Report on Form 8-K filed on January 10, 1994 (File No. 0-17901)).

4.3   Stockholder  Protection Rights Agreement (the "Rights Agreement") dated as
      of July  31,  1990  between  the  Company  and  Chase  Mellon  Shareholder
      Services,  L.L.P., as successor rights agent (incorporated by reference to
      the  Company's  Registration  Statement  on Form 8 filed on March 9,  1993
      (Amendment No. 2 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.4   First   Amendment  to  the  Rights   Agreement  dated  February  26,  1993
      (incorporated by reference to the Company's Registration Statement on Form
      8 filed on March 9, 1993  (Amendment  No. 2 to the Company's  Registration
      Statement on Form 8-A filed on August 6, 1990 (File No. 0-17901))).

4.5   Second  Amendment  to  the  Rights   Agreement   dated  October  10,  1997
      (incorporated by reference to the Company's Registration Statement on Form
      8-A12G/A  filed on  October  15,  1997  (Amendment  No. 3 to the Company's
      Registration  Statement  on Form 8-A  filed on  August  6,  1990 (File No.
      0-17901))).

4.6   Third Amendment to the Rights Agreement  (incorporated by reference to the
      Company's  Registration  Statement on Form 8 filed on  September  29, 1998
      (Amendment No. 4 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.7   Specimen Form of common stock certificate of the Company  (incorporated by
      reference  to the  Company's  Registration  Statement on Form S-8 filed on
      July 26, 1991 (File No. 33- 41924)).

                                     II-3
4.8   Form of Rights  Certificate  and  Election to Exercise  pursuant to Rights
      Agreement   (incorporated  by  reference  to  the  Company's  Registration
      Statement  on Form 8 filed  on  March  9,  1993  (Amendment  No.  2 to the
      Company's Registration Statement on Form 8-A filed on August 6, 1990 (File
      No. 0-17901))).

5     Opinion of Silver, Freedman & Taff, L.L.P.

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of KPMG LLP

23.3  Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

24    Power of Attorney of certain  officers and directors  (included as part of
      the signature pages hereof).

Item 9.   UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement.

      (2) That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial BONA FIDE offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)   The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
      determining any  liability  under the  Securities  Act each  filing of the
      Registrant's annual  report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated by  reference in the  registration
      statement shall be deemed to be a new registration  statement  relating to
      the securities offered therein, and the offering of  such   securities  at
      that time shall be deemed to be the  initial bona fide  offering  thereof.

                                     II-4
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                     II-5
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 the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in the City of San Mateo, State of California, on April 14, 1999.

                              BAY VIEW CAPITAL CORPORATION

                              By:   /s/ Robert J. Flax                     
                                    -----------------------------------------
                                    Robert J. Flax, Executive Vice President,
                                    General Counsel and Secretary

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints Robert J. Flax and David A. Heaberlin,  or either
of them, as such person's true and lawful  attorney-in-fact  and agent with full
power of  substitution  for such person's name,  place and stead, in any and all
capacities, to sign any and all amendments and post-effective amendments to this
Registration  Statement,  and any and all other  documents  filed in  connection
therewith,  granting  unto each said  attorney-in-fact  and agent full power and
authority to do and perform each and every act fully to all intents and purposes
as such person might or could do in person,  hereby ratifying and confirming all
that each said  attorney-in-fact  and agent,  or any  substitute  therefor,  may
lawfully do or cause to be done by virtue thereof.

      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 date indicated.

/s/ Edward H. Sondker                           /s/ David A. Heaberlin
-------------------------------                 --------------------------------
Edward H. Sondker, Director,                    David A. Heaberlin,  Executive
President and Chief Executive                   Vice President and Chief
Officer                                         Financial Officer
(Principal Executive Officer)                   (Principal Financial and 
                                                 Principal Accounting Officer)

Date: April 14, 1999                            Date: April 14, 1999

                                     II-6
/s/ John R. McKean                              /s/ Paula R. Collins
-------------------------------                 --------------------------------
John R. McKean, Director                        Paula R. Collins, Director

Date: April 14, 1999                            Date: April 14, 1999

/s/ Roger K. Easley                             /s/ Thomas M. Foster
-------------------------------                 --------------------------------
Roger K. Easley, Director                       Thomas M. Foster, Director

Date: April 14, 1999                            Date: April 14, 1999

/s/ Stephen T. McLin                            
-------------------------------                 --------------------------------
Stephen T. McLin, Director                      Angelo J. Siracusa, Director

Date: April 14, 1999                            Date: 

/s/ W. Blake Winchell                           /s/ George H. Krauss
-------------------------------                 --------------------------------
W. Blake Winchell, Director                     George H. Krauss, Director

Date: April 14, 1999                            Date: April 14, 1999

/s/ Robert M. Greber
-------------------------------
Robert M. Greber, Director

Date: April 14, 1999

                                     II-7
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   EXHIBITS

                                      TO

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                         BAY VIEW CAPITAL CORPORATION

================================================================================
EXHIBIT INDEX

4.1   Restated  Certificate  of  Incorporation  of the  Company,  together  with
      Certificate  of  Amendment  of  Restated   Certificate  of   Incorporation
      (incorporated by reference to the Company's Registration Statement on Form
      S-3 (No. 333-29757)).

4.2   By-Laws of the Company (incorporated by reference to the Company's Current
      Report on Form 8-K filed on January 10, 1994 (File No. 0-17901)).

4.3   Stockholder  Protection Rights Agreement (the "Rights Agreement") dated as
      of July  31,  1990  between  the  Company  and  Chase  Mellon  Shareholder
      Services,  L.L.P., as successor rights agent (incorporated by reference to
      the  Company's  Registration  Statement  on Form 8 filed on March 9,  1993
      (Amendment No. 2 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.4   First   Amendment  to  the  Rights   Agreement  dated  February  26,  1993
      (incorporated by reference to the Company's Registration Statement on Form
      8 filed on March 9, 1993  (Amendment  No. 2 to the Company's  Registration
      Statement on Form 8-A filed on August 6, 1990 (File No. 0-17901))).

4.5   Second  Amendment  to  the  Rights   Agreement   dated  October  10,  1997
      (incorporated by reference to the Company's Registration Statement on Form
      8-A12G/A  filed on  October  15,  1997 (Amendment  No. 3 to the  Company's
      Registration Statement  on Form 8-A  filed on  August  6,  1990  (File No.
      0-17901))).

4.6   Third Amendment to the Rights Agreement  (incorporated by reference to the
      Company's  Registration  Statement on Form 8 filed on  September  29, 1998
      (Amendment No. 4 to the Company's Registration Statement on Form 8-A filed
      on August 6, 1990 (File No. 0-17901))).

4.7   Specimen Form of common stock certificate of the Company  (incorporated by
      reference  to the  Company's  Registration  Statement on Form S-8 filed on
      July 26, 1991 (File No. 33- 41924)).

4.8   Form of Rights  Certificate  and  Election to Exercise  pursuant to Rights
      Agreement   (incorporated  by  reference  to  the  Company's  Registration
      Statement  on Form 8 filed  on  March  9,  1993  (Amendment  No.  2 to the
      Company's Registration Statement on Form 8-A filed on August 6, 1990 (File
      No. 0-17901))).

5     Opinion of Silver, Freedman & Taff, L.L.P.

23.1  Consent of Deloitte & Touche LLP

23.2  Consent of KPMG LLP

23.3  Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

24    Power of Attorney of certain  officers and directors  (included as part of
      the signature pages hereof).