<PAGE> 1


    As filed with the Securities and Exchange Commission on  June 26, 1996
                                                Registration No. 33-__________

===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                          MONTEREY BAY BANCORP, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                   6035                  77-0381362
(state or other jurisdiction of      (Primary Standard         (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)


                              36 BRENNAN STREET
                         WATSONVILLE, CALIFORNIA 95076
                                (408) 722-3885
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

          MONTEREY BAY BANCORP, INC. 1995 INCENTIVE STOCK OPTION PLAN
    MONTEREY BAY BANCORP, INC. 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                           (Full Title of the Plans)

MARSHALL G. DELK                                COPIES TO:
PRESIDENT AND CHIEF OPERATING OFFICER           JOSEPH G. PASSAIC, JR., ESQUIRE
WATSONVILLE FEDERAL SAVINGS                     WILLIAM E. DONNELLY, ESQUIRE
  AND LOAN ASSOCIATION                          PATRICIA A. MURPHY, ESQUIRE
36 BRENNAN STREET                               MULDOON, MURPHY & FAUCETTE
WATSONVILLE, CALIFORNIA 95076                   5101 WISCONSIN AVENUE, N.W.
(408) 722-3885                                  WASHINGTON, D.C. 20016
                                                (202) 362-0840
                                                    

           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /

================================================================================
   Title of each        Proposed     Proposed Max.   Max Aggregate
Class of Securities   Amount to be   Offering Price    Offering     Registration
 to be Registered     Registered(1)  Per Share (2)     Price (2)       Fee
- --------------------------------------------------------------------------------
   Common Stock          359,750
  $.01 par Value        Shares(3)      $11.43         $4,112,303     $1,399.00
================================================================================

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Monterey Bay Bancorp, Inc. 1995 Incentive Stock Option Plan (the "1995
     Incentive Stock Option Plan") and pursuant to the Monterey Bay Bancorp,
     Inc. 1995 Stock Option Plan for Outside Directors (the "1995 Directors'
     Option Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding Common Stock of Monterey Bancorp, Inc.
     pursuant to Rule 416(a) under the Securities Act of 1933.
(2)  Weighted average determined by the average exercise price of $11.37 per
     share at which options for 357,580 shares under the plans have been granted
     as of June 21, 1996 and by $11.94, the market value of the Common Stock on
     June 21, 1996, as determined by the average of the high and low prices
     listed on the NASDAQ Stock Market as reported in the Wall Street Journal,
     for 2,170 shares for which options have not yet been granted under the
     plans.
(3)  Represents the total number of shares currently reserved or available for
     future issuance pursuant to the plans.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND 17 C.F.R. SS.
230.462





<PAGE> 2



                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the 1995 Incentive
Stock Option Plan and the 1995 Directors' Option Plan required by Part I of the
Registration Statement will be sent or given to the participants in each Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.


                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

         (a)  Monterey Bay Bancorp, Inc.'s (the "Holding Company" or
"Registrant") Annual Report on Form 10-K for the fiscal year ended December 31,
1995, which includes the consolidated statements of financial condition of the
Holding Company and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, together
with the related notes and the report of the independent auditors, Deloitte &
Touche LLP, filed with the SEC (File No. 0-24842) on April 12, 1996.

         (b)  The Form 10-Q report filed by the Registrant for the fiscal
quarter ended March 31, 1996 (File No. 0-24842) filed with the SEC on
May 14, 1996.

         (c)  The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 0-24842), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 12b-15 promulgated thereunder, declared effective on November 10,
1994, as incorporated by reference from the Registrant's Registration Statement
on Form S-1 (SEC No. 33-84272) filed on September 21, 1994.

         (d)  All documents filed by the Registrant and the Plan (if applicable)
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.



                                      2

<PAGE> 3



          Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein, 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.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In accordance with the General Corporation Law of the State of Delaware (being
Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
- -----

A.   Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent, or in any other capacity while serving as a Director,
Officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B.   The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General


                                      3

<PAGE> 4


Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
Article TENTH, or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.


                                      4

<PAGE> 5



ELEVENTH:
- --------

A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

     The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

The exhibits filed pursuant to Item 601 of Regulation S-K as a part of this
Registration Statement are as follows:

(a)  List of Exhibits (filed herewith unless otherwise noted)

 4.1 Certificate of Incorporation of Monterey Bay Bancorp, Inc.(1)
 4.2 Bylaws of Monterey Bay Bancorp, Inc.(1)
 5   Opinion of Muldoon, Murphy & Faucette as to the legality of the Common 
     Stock registered hereby.
10.1 Monterey Bay Bancorp, Inc. 1995 Incentive Stock Option Plan (2)
10.2 Monterey Bay Bancorp, Inc. 1995 Stock Option Plan for Outside Directors (2)
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion included as
     Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24   Powers of Attorney (contained on the signature page)
- ---------------------------
(1)  Incorporated by reference to Exhibit 3.1 and 3.2, respectively, contained 
     in the Registration Statement on Form S-1 (SEC No. 33-84272) as amended,
     declared effective by the Securities and Exchange Commission on November
     10, 1994.

(2)  Incorporated by reference to the Definitive Proxy Material for the
     Registrant's Annual Meeting of Shareholders held on August 24, 1995, as
     filed with the Securities and Exchange Commission on July 26, 1995.

                                      5

<PAGE> 6



ITEM 9.  UNDERTAKINGS.

     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:

         (i)   To include any Prospectus required by Section 10(a)(3) of the 
               Securities Act of 1933;

         (ii)  To reflect in the Prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.  Notwith-
               standing the foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of securitie
               offered would not exceed that which was registered) and an
               deviation from the low or high and of the estimated maximu
               offering range may be reflected in the form of prospectus filed 
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement; and

         (iii) 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;


         unless the information required by (i) and (ii) is contained in
         periodic reports filed by the Registrant pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference into this
         Registration Statement;

     (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 the Offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report


                                     6

<PAGE> 7



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.

     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 will be governed by the final adjudication of
such issue.





                                     7

<PAGE> 8



                                  SIGNATURES

THE REGISTRANT.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
Monterey Bay Bancorp, Inc. 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 Watsonville, State of California, on
June 26, 1996.

                                      MONTEREY BAY BANCORP, INC.


                                      By:/s/  Marshall G. Delk
                                         ---------------------------------------
                                         Marshall G. Delk
                                         President and Chief Operating Officer

    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Marshall G. Delk and Eugene R. Friend, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

    Name                               Title                          Date
    ----                               -----                          ----

/s/ Eugene R. Friend            Chief Executive Officer and      June 26, 1996
- --------------------------      Chairman of the Board of
Eugene R. Friend                Directors
                             


/s/ Marshall G. Delk            President and Chief
- --------------------------      Operating Officer                June 26, 1996
Marshall G. Delk                (principal exeuctive officer)



/s/ Deborah R. Chandler         Senior Vice President,           June 26, 1996
- --------------------------      Chief Financial Officer and
Deborah R. Chandler             Treasure
                                (principal accounting officer)




<PAGE> 9




/s/ P. W. Bachan                Director                         June 26, 1996
- --------------------------
P. W. Bachan



/s/ Edward K. Banks             Director                         June 26, 1996
- --------------------------
Edward K. Banks



/s/ Steven Franich              Director                         June 26, 1996
- --------------------------
Steven Franich



/s/ Donald K. Henrichsen        Director                         June 26, 1996
- --------------------------
Donald K. Henrichsen



/s/ Gary L. Manfre              Director                         June 26, 1996
- --------------------------
Gary L. Manfre



/s/William J. Meidl           Director                           June 26, 1996
- --------------------------
William J. Meidl



/s/ Louis Resetar, Jr.        Director                           June 26, 1996
- --------------------------
Louis Resetar, Jr.
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1

    As filed with the Securities and Exchange Commission on  June 26, 1996
                                                Registration No. 33-__________

===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                          MONTEREY BAY BANCORP, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                   6035                  77-0381362
(state or other jurisdiction of      (Primary Standard         (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                              36 BRENNAN STREET
                         WATSONVILLE, CALIFORNIA 95076
                                (408) 722-3885
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

          MONTEREY BAY BANCORP, INC. 1995 INCENTIVE STOCK OPTION PLAN
    MONTEREY BAY BANCORP, INC. 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                           (Full Title of the Plans)

MARSHALL G. DELK                                COPIES TO:
PRESIDENT AND CHIEF OPERATING OFFICER           JOSEPH G. PASSAIC, JR., ESQUIRE
WATSONVILLE FEDERAL SAVINGS                     WILLIAM E. DONNELLY, ESQUIRE
  AND LOAN ASSOCIATION                          PATRICIA A. MURPHY, ESQUIRE
36 BRENNAN STREET                               MULDOON, MURPHY & FAUCETTE
WATSONVILLE, CALIFORNIA 95076                   5101 WISCONSIN AVENUE, N.W.
(408) 722-3885                                  WASHINGTON, D.C. 20016
                                                (202) 362-0840
                                                    

           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /

================================================================================
   Title of each        Proposed     Proposed Max.   Max Aggregate
Class of Securities   Amount to be   Offering Price    Offering     Registration
 to be Registered     Registered(1)  Per Share (2)     Price (2)       Fee
- --------------------------------------------------------------------------------
   Common Stock          359,750
  $.01 par Value        Shares(3)      $11.43         $4,112,303     $1,399.00
================================================================================

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Monterey Bay Bancorp, Inc. 1995 Incentive Stock Option Plan (the "1995
     Incentive Stock Option Plan") and pursuant to the Monterey Bay Bancorp,
     Inc. 1995 Stock Option Plan for Outside Directors (the "1995 Directors'
     Option Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding Common Stock of Monterey Bancorp, Inc.
     pursuant to Rule 416(a) under the Securities Act of 1933.
(2)  Weighted average determined by the average exercise price of $11.37 per
     share at which options for 357,580 shares under the plans have been granted
     as of June 21, 1996 and by $11.94, the market value of the Common Stock on
     June 21, 1996, as determined by the average of the high and low prices
     listed on the NASDAQ Stock Market as reported in the Wall Street Journal,
     for 2,170 shares for which options have not yet been granted under the
     plans.
(3)  Represents the total number of shares currently reserved or available for
     future issuance pursuant to the plans.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND 17 C.F.R. SS.
230.462
2

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the 1995 Incentive
Stock Option Plan and the 1995 Directors' Option Plan required by Part I of the
Registration Statement will be sent or given to the participants in each Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.

                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

         (a)  Monterey Bay Bancorp, Inc.'s (the "Holding Company" or
"Registrant") Annual Report on Form 10-K for the fiscal year ended December 31,
1995, which includes the consolidated statements of financial condition of the
Holding Company and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, together
with the related notes and the report of the independent auditors, Deloitte &
Touche LLP, filed with the SEC (File No. 0-24842) on April 12, 1996.

         (b)  The Form 10-Q report filed by the Registrant for the fiscal
quarter ended March 31, 1996 (File No. 0-24842) filed with the SEC on
May 14, 1996.

         (c)  The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 0-24842), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 12b-15 promulgated thereunder, declared effective on November 10,
1994, as incorporated by reference from the Registrant's Registration Statement
on Form S-1 (SEC No. 33-84272) filed on September 21, 1994.

         (d)  All documents filed by the Registrant and the Plan (if applicable)
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.

                                      2
3

          Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein, 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.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In accordance with the General Corporation Law of the State of Delaware (being
Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
- -----

A.   Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent, or in any other capacity while serving as a Director,
Officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B.   The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General

                                      3
4

Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
Article TENTH, or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.

                                      4
5

ELEVENTH:
- --------

A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

     The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.  EXHIBITS

The exhibits filed pursuant to Item 601 of Regulation S-K as a part of this
Registration Statement are as follows:

(a)  List of Exhibits (filed herewith unless otherwise noted)

 4.1 Certificate of Incorporation of Monterey Bay Bancorp, Inc.(1)
 4.2 Bylaws of Monterey Bay Bancorp, Inc.(1)
 5   Opinion of Muldoon, Murphy & Faucette as to the legality of the Common 
     Stock registered hereby.
10.1 Monterey Bay Bancorp, Inc. 1995 Incentive Stock Option Plan (2)
10.2 Monterey Bay Bancorp, Inc. 1995 Stock Option Plan for Outside Directors (2)
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion included as
     Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24   Powers of Attorney (contained on the signature page)
- ---------------------------
(1)  Incorporated by reference to Exhibit 3.1 and 3.2, respectively, contained 
     in the Registration Statement on Form S-1 (SEC No. 33-84272) as amended,
     declared effective by the Securities and Exchange Commission on November
     10, 1994.

(2)  Incorporated by reference to the Definitive Proxy Material for the
     Registrant's Annual Meeting of Shareholders held on August 24, 1995, as
     filed with the Securities and Exchange Commission on July 26, 1995.

                                      5
6

ITEM 9.  UNDERTAKINGS.

     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:

         (i)   To include any Prospectus required by Section 10(a)(3) of the 
               Securities Act of 1933;

         (ii)  To reflect in the Prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.  Notwith-
               standing the foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of securitie
               offered would not exceed that which was registered) and an
               deviation from the low or high and of the estimated maximu
               offering range may be reflected in the form of prospectus filed 
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement; and

         (iii) 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;

         unless the information required by (i) and (ii) is contained in
         periodic reports filed by the Registrant pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference into this
         Registration Statement;

     (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 the Offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report

                                     6
7

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.

     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 will be governed by the final adjudication of
such issue.

                                     7
8

                                  SIGNATURES

THE REGISTRANT.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
Monterey Bay Bancorp, Inc. 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 Watsonville, State of California, on
June 26, 1996.

                                      MONTEREY BAY BANCORP, INC.

                                      By:/s/  Marshall G. Delk
                                         ---------------------------------------
                                         Marshall G. Delk
                                         President and Chief Operating Officer

    KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Marshall G. Delk and Eugene R. Friend, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

    Name                               Title                          Date
    ----                               -----                          ----

/s/ Eugene R. Friend            Chief Executive Officer and      June 26, 1996
- --------------------------      Chairman of the Board of
Eugene R. Friend                Directors
                             

/s/ Marshall G. Delk            President and Chief
- --------------------------      Operating Officer                June 26, 1996
Marshall G. Delk                (principal exeuctive officer)

/s/ Deborah R. Chandler         Senior Vice President,           June 26, 1996
- --------------------------      Chief Financial Officer and
Deborah R. Chandler             Treasure
                                (principal accounting officer)
9

/s/ P. W. Bachan                Director                         June 26, 1996
- --------------------------
P. W. Bachan

/s/ Edward K. Banks             Director                         June 26, 1996
- --------------------------
Edward K. Banks

/s/ Steven Franich              Director                         June 26, 1996
- --------------------------
Steven Franich

/s/ Donald K. Henrichsen        Director                         June 26, 1996
- --------------------------
Donald K. Henrichsen

/s/ Gary L. Manfre              Director                         June 26, 1996
- --------------------------
Gary L. Manfre

/s/William J. Meidl           Director                           June 26, 1996
- --------------------------
William J. Meidl

/s/ Louis Resetar, Jr.        Director                           June 26, 1996
- --------------------------
Louis Resetar, Jr.