<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
                                   BAY VIEW BANK
                        STOCK IN LIEU OF CASH COMPENSATION
                         PLAN FOR NON-EMPLOYEE DIRECTORS
                            (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       400,000 shares  $27.875  $11,150,000  
$3,379
  
=================================================================
===========
(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, at $27.875 per share, which was the average
of the high and low prices
    of the Bay View Capital Corporation common stock on September
26, 1997, as reported on 
    the Nasdaq National Market.

</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.

<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   
     ------------------------      ---------------------------


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR STOCK IN LIEU OF CASH ", "secsgml_size_bytes": 11949}]
{"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": "333-37029", "film-number": "97689930"}, "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
                                   BAY VIEW BANK
                        STOCK IN LIEU OF CASH COMPENSATION
                         PLAN FOR NON-EMPLOYEE DIRECTORS
                            (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       400,000 shares  $27.875  $11,150,000  
$3,379
  
=================================================================
===========
(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, at $27.875 per share, which was the average
of the high and low prices
    of the Bay View Capital Corporation common stock on September
26, 1997, as reported on 
    the Nasdaq National Market.
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.
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   
     ------------------------      ---------------------------