Registration Statement No. ___________

     As filed with the Securities and Exchange Commission on March 18, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ----------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               BAY AREA BANCSHARES
             (Exact name of registrant as specified in its charter)

                           California                        94-2779021
             (State or other jurisdiction of            (I.R.S. Employer
              incorporation or organization)            Identification No.)

                             900 Veterans Boulevard
                         Redwood City, California 94063
                    (Address of Principal Executive Offices)

                   Bay Area Bancshares 1993 Stock Option Plan
                            (Full title of the plan)



                                  Anthony Gould
                             Chief Financial Officer
                               Bay Area Bancshares
                             900 Veterans Boulevard
                         Redwood City, California 94063
                     (Name and address of agent for service)
                                 (650) 367-1600
                  (Telephone number, including area code, of agent of service)

                                 with copies to:

                                 Jay D. Pimentel
                                  Joan L. Grant
                            c/o Haines, Brydon & Lea
                                A Law Corporation
                           235 Pine Street, Suite 1300
                         San Francisco, California 94104
                            Telephone: (415) 981-1050

<PAGE>



<TABLE>
<CAPTION>

                         Calculation of Registration Fee


<S>                  <C>             <C>               <C>                  <C>
                                                       Proposed
                                     Proposed          maximum
Title of Securities  Amount to be    maximum offering  aggregate offering   Amount of
to be registered     registered      price per unit    price                registr. fee

Stock options and    518,569(1)      $29.75(2)           $15,427,427.75      $4,551.09
Common Stock to be
issued on exercise
of stock options

<FN>

(1)  The number of shares being registered consists of the number of shares for which options may be
granted under the Plan, less the number of shares already registered under Registration
Statement File No. 33-78242.
(2)  Under the Plan, the exercise price of an incentive option must not be less than the fair 
market value of the Registrant's common stock at the time the option is granted, and the exercise
price of a non-incentive option must not be less that 85% of such fair market value.  The proposed
maximum offering price per share is estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, based upon the bid
price of $29.75 per share quoted by a market maker for the shares as of March 12, 1998.
</FN>
</TABLE>

<PAGE>




This registration  statement is filed for the purpose of registering options and
shares  underlying  those options to be granted by the Registrant under its 1993
Stock Option Plan, as amended by Amendment  No. 1 to that plan.  Amendment No. 1
increased  the number of shares  for which  options  may be granted to  750,000,
"provided,  however,  that at no time shall the total number of shares  issuable
upon  exercise  of all  outstanding  options,  plus the  total  number of shares
provided for under any  compensation  plan of the Corporation  pursuant to which
shares  of  stock  may be  issued  to  participants,  exceed  30%  of  the  then
outstanding shares of the Corporation."  See, Amendment No. 1 to the Plan at
section 1 (amending section 2 of the Plan).

Pursuant to General  Instruction E of Form S-8, the contents of the Registrant's
Registration  Statement on Form S-8, SEC File No.  33-78242,  filed on April 28,
1994, as amended by Amendment  No. 1 to that  Registration  Statement,  filed on
March 18, 1998,  are hereby  incorporated  by reference  into this  Registration
Statement.

Item 8.  Exhibits.

         4.1    Bay Area Bancshares 1993 Stock Option Plan *

         4.2    Amendment No. 1 to the Bay Area Banschares 1993 Stock Option 
Plan **

         4.3    Form of Incentive Stock Option Agreement (employees who are not 
directors) **

         4.4    Form of Incentive Stock Option Agreement (employees who are 
directors) **

         4.5    Form of Stock Option Agreement (nonemployee-directors or 
consultants) **

         5.     Opinion of Haines, Brydon & Lea, a Law Corporation +

         23.1   Consent of Haines, Brydon & Lea, a Law Corporation (contained 
in Exhibit 5)

         23.2   Consent of Coopers & Lybrand +

         24.    Power of Attorney (contained in the signature page hereof)

         99.    Sections 204 and 317 of the California General Corporation Law, 
with respect to indemnification**

*  Incorporated  by  reference  to the  exhibit  having  the same  number in the
Registrant's Registration Statement on Form S-8, SEC File No. 33-78242, filed on
April 28, 1994.  
**  Incorporated  by  reference to the exhibit  having the same
number  in  Post-Effective  Amendment  No.  1 to the  Registrant's  Registration
Statement on Form S-8, SEC File No. 33-78242, which was filed on March 18, 1998.
+ Filed herewith.

<PAGE>

Item 9.  Undertakings.

         (a) The undersigned  registrant  hereby  undertakes (1) to file, during
any period in which it offers or sells securities, a post-effective amendment to
this  Registration  Statement  to include  any  additional  or changed  material
information  on  the  plan  of  distribution;  (2)  that,  for  the  purpose  of
determining   any  liability  under  the  Securities  Act  of  1933,  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;  and
(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 this
offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.


<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 Redwood City, State of California, on March 9, 1998.

BAY AREA BANCSHARES

by /s/Robert R. Haight
     Robert R. Haight
     Chairman of the Board, President
     and Chief Executive Officer


Each person whose signature appears below hereby authorizes Robert R. Haight and
Anthony J. Gould and each and any of them, as attorneys-in-fact and agents, with
full powers of substitution,  to sign on his or her behalf,  individually and in
the  capacities  stated  below,  and to file any and all  amendments  (including
post-effective  amendments) to this Registration  Statement on Form S-8 with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents  full  power  and  authority  to  perform  any other act on behalf of the
undersigned.

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
dates indicated:

Signature                  Title                                  Date


/s/Gary S. Goss          Director and Secretary                  March 10, 1998
Gary S. Goss
                       
                      
/s/Robert S. Haight      Chairman of the Board of Directors      March 9, 1998
Robert R. Haight         President and Chief Executive Officer


/s/Stanley A. Kangas     Director                                March 9, 1998
Stanley A. Kangas


/s/David J. Macdonald    Director                                March 9, 1998
David J. Macdonald


/s/Thorwald A. Madsen    Director                                March 9, 1998
Thorwald A. Madsen


/s/Dennis W. Royer       Director                                March 3, 1998
Dennis W. Royer

/s/Anthony J. Gould
Anthony J. Gould         Chief Financial (Accounting) Officer   March 10, 1998


Exhibit Index

5.    Opinion of Haines, Brydon & Lea, a Law Corporation
23.2  Consent of Coopers & Lybrand
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10818}]
{"company-data": {"conformed-name": "BAY AREA BANCSHARES", "cik": "0000701153", "assigned-sic": "6022", "irs-number": "942779021", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48203", "film-number": "98568539"}, "business-address": {"street1": "900 VETERANS BLVD", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "4153671600"}, "mail-address": {"street1": "900 VETERANS BLVD", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}, "former-company": {"former-conformed-name": "AREA FINANCIAL CORP", "date-changed": "19890612"}}
Registration Statement No. ___________

     As filed with the Securities and Exchange Commission on March 18, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ----------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               BAY AREA BANCSHARES
             (Exact name of registrant as specified in its charter)

                           California                        94-2779021
             (State or other jurisdiction of            (I.R.S. Employer
              incorporation or organization)            Identification No.)

                             900 Veterans Boulevard
                         Redwood City, California 94063
                    (Address of Principal Executive Offices)

                   Bay Area Bancshares 1993 Stock Option Plan
                            (Full title of the plan)

                                  Anthony Gould
                             Chief Financial Officer
                               Bay Area Bancshares
                             900 Veterans Boulevard
                         Redwood City, California 94063
                     (Name and address of agent for service)
                                 (650) 367-1600
                  (Telephone number, including area code, of agent of service)

                                 with copies to:

                                 Jay D. Pimentel
                                  Joan L. Grant
                            c/o Haines, Brydon & Lea
                                A Law Corporation
                           235 Pine Street, Suite 1300
                         San Francisco, California 94104
                            Telephone: (415) 981-1050
Calculation of Registration Fee
Proposed
                                     Proposed          maximum
Title of Securities  Amount to be    maximum offering  aggregate offering   Amount of
to be registered     registered      price per unit    price                registr. fee

Stock options and    518,569(1)      $29.75(2)           $15,427,427.75      $4,551.09
Common Stock to be
issued on exercise
of stock options
(1)  The number of shares being registered consists of the number of shares for which options may be
granted under the Plan, less the number of shares already registered under Registration
Statement File No. 33-78242.
(2)  Under the Plan, the exercise price of an incentive option must not be less than the fair 
market value of the Registrant's common stock at the time the option is granted, and the exercise
price of a non-incentive option must not be less that 85% of such fair market value.  The proposed
maximum offering price per share is estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, based upon the bid
price of $29.75 per share quoted by a market maker for the shares as of March 12, 1998.
This registration  statement is filed for the purpose of registering options and
shares  underlying  those options to be granted by the Registrant under its 1993
Stock Option Plan, as amended by Amendment  No. 1 to that plan.  Amendment No. 1
increased  the number of shares  for which  options  may be granted to  750,000,
"provided,  however,  that at no time shall the total number of shares  issuable
upon  exercise  of all  outstanding  options,  plus the  total  number of shares
provided for under any  compensation  plan of the Corporation  pursuant to which
shares  of  stock  may be  issued  to  participants,  exceed  30%  of  the  then
outstanding shares of the Corporation."  See, Amendment No. 1 to the Plan at
section 1 (amending section 2 of the Plan).

Pursuant to General  Instruction E of Form S-8, the contents of the Registrant's
Registration  Statement on Form S-8, SEC File No.  33-78242,  filed on April 28,
1994, as amended by Amendment  No. 1 to that  Registration  Statement,  filed on
March 18, 1998,  are hereby  incorporated  by reference  into this  Registration
Statement.

Item 8.  Exhibits.

         4.1    Bay Area Bancshares 1993 Stock Option Plan *

         4.2    Amendment No. 1 to the Bay Area Banschares 1993 Stock Option 
Plan **

         4.3    Form of Incentive Stock Option Agreement (employees who are not 
directors) **

         4.4    Form of Incentive Stock Option Agreement (employees who are 
directors) **

         4.5    Form of Stock Option Agreement (nonemployee-directors or 
consultants) **

         5.     Opinion of Haines, Brydon & Lea, a Law Corporation +

         23.1   Consent of Haines, Brydon & Lea, a Law Corporation (contained 
in Exhibit 5)

         23.2   Consent of Coopers & Lybrand +

         24.    Power of Attorney (contained in the signature page hereof)

         99.    Sections 204 and 317 of the California General Corporation Law, 
with respect to indemnification**

*  Incorporated  by  reference  to the  exhibit  having  the same  number in the
Registrant's Registration Statement on Form S-8, SEC File No. 33-78242, filed on
April 28, 1994.  
**  Incorporated  by  reference to the exhibit  having the same
number  in  Post-Effective  Amendment  No.  1 to the  Registrant's  Registration
Statement on Form S-8, SEC File No. 33-78242, which was filed on March 18, 1998.
+ Filed herewith.
Item 9.  Undertakings.

         (a) The undersigned  registrant  hereby  undertakes (1) to file, during
any period in which it offers or sells securities, a post-effective amendment to
this  Registration  Statement  to include  any  additional  or changed  material
information  on  the  plan  of  distribution;  (2)  that,  for  the  purpose  of
determining   any  liability  under  the  Securities  Act  of  1933,  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;  and
(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 this
offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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 Redwood City, State of California, on March 9, 1998.

BAY AREA BANCSHARES

by /s/Robert R. Haight
     Robert R. Haight
     Chairman of the Board, President
     and Chief Executive Officer

Each person whose signature appears below hereby authorizes Robert R. Haight and
Anthony J. Gould and each and any of them, as attorneys-in-fact and agents, with
full powers of substitution,  to sign on his or her behalf,  individually and in
the  capacities  stated  below,  and to file any and all  amendments  (including
post-effective  amendments) to this Registration  Statement on Form S-8 with the
Securities  and  Exchange  Commission,  granting to said  attorneys-in-fact  and
agents  full  power  and  authority  to  perform  any other act on behalf of the
undersigned.

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
dates indicated:

Signature                  Title                                  Date

/s/Gary S. Goss          Director and Secretary                  March 10, 1998
Gary S. Goss
                       
                      
/s/Robert S. Haight      Chairman of the Board of Directors      March 9, 1998
Robert R. Haight         President and Chief Executive Officer

/s/Stanley A. Kangas     Director                                March 9, 1998
Stanley A. Kangas

/s/David J. Macdonald    Director                                March 9, 1998
David J. Macdonald

/s/Thorwald A. Madsen    Director                                March 9, 1998
Thorwald A. Madsen

/s/Dennis W. Royer       Director                                March 3, 1998
Dennis W. Royer

/s/Anthony J. Gould
Anthony J. Gould         Chief Financial (Accounting) Officer   March 10, 1998

Exhibit Index

5.    Opinion of Haines, Brydon & Lea, a Law Corporation
23.2  Consent of Coopers & Lybrand