U.S. SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549 FORM 10-KSB/A

(Mark One)
[] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
   OF 1934

   For the Fiscal Year Ended December 31, 1998

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
   ACT OF 1934

   For the transition period from ____________ to _____________

                        Commission File Number: 0-12231

                            BAY COMMERCIAL SERVICES
                 (Name of small business issuer in its charter)

           California                                          94-2760444
(State or other jurisdiction of incorporation              (IRS Employer
 or organization                                            Identification No.)

1495 East 14th Street, San Leandro, California                    94577     
(Address of principal executive offices)                       (Zip code)

Issuer's telephone number (510) 357-2265

Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities  registered under Section 12(g) of the Exchange Act: Common Stock, No
                                                                   Par Value 
                                                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES[X]  NO[ ]

     Check if no  disclosure  of  delinquent  filers in  response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year: $11,141,000

     State the aggregate  market value of the voting stock held by nonaffiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of April 28, 1999: $15,631,715.

     State the  number of shares  of Common  Stock  outstanding  as of April 28,
1999: 1,322,110

Documents Incorporated by Reference:                       Part of Form 10-KSB

1998 Annual Report to Shareholders for fiscal year         Part II, Items 5, 6, 
ended December 31, 1998.                                    7 and 8

Transitional Small Business Disclosure Format (Check one): Yes[ ]  No[X]        

<PAGE>




                                    PART III

ITEM 9- DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS;  SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            The following  table sets forth certain  information as of April 28,
1999 with respect to the directors of the Company,  as well as all directors and
officers of the  Company as a group.  All of the shares  shown in the  following
table are owned both of record and  beneficially  and the person named possesses
sole voting power, except as otherwise indicated in the notes to the table.
<TABLE>
<CAPTION>

                                                                             Shares Beneficially Owned as of
                                                                                      April 28, 1999
                                                                             -------------------------------

Directors and Nominees        Age     Positions and Offices      Director       Amount    Percent of Class
                                      Held With the Company        Since
--------------------------    ---     ---------------------      --------     ---------   ----------------
<S>                            <C>                                 <C>        <C>             <C>  
 Joshua Fong, O.D              75     Chairman of the Board        1983        67,164(1)       5.08%
                                           and Director                      
                                                                             
                                                                             
                                                                             
 William R. Henson             74            Director              1983        20,000          1.51%
                                                                             
                                                                             
                                                                             
                                                                             
 Richard M. Kahler             63         President, Chief         1983       148,029(2)      11.20%
                                       Executive Officer and                 
                                            Director                         
                                                                             
                                                                             
 Dimitri V. Koroslev           53           Director               1985        39,646(3)       2.99%
                                                                             
                                                                             
                                                                             
                                                                             
 William E. Peluso             85          Director                1986        99,044(4)       7.49%
                                                                             
                                                                             
                                                                             
                                                                             
 Oswald (Ozzie) A. Rugaard     68          Director                1987        24,207          1.83%
                                                                             
                                                                             
                                                                             
                                                                             
 Mark A. Wilton                52         Director                 1998         8,949          0.68%
                                                                             
                                                                           
All directors and officers of the Company as a group (8 in number).           463,633(5)      34.97%
</TABLE>

----------------------
          (1) Includes 4,005 shares in an Individual Retirement Account.

          (2)  Includes  2,292  shares held in  Individual  Retirement  Accounts
          belonging to Mr. Kahler, 1,079 shares held in an Individual Retirement
          Account  belonging to Mr. Kahler's wife and 26,343 shares allocated as
          of  December  31,  1998 to Mr.  Kahler's  account  pursuant to the Bay
          Commercial Services Employee Stock Ownership Plan (the "ESOP").

          (3) Includes  13,485 shares held in an Individual  Retirement  Account
          belonging  to  Mr.  Koroslev,  3,235  shares  held  in  an  Individual
          Retirement Account belonging to Denise N. Koroslev, 223 shares held by
          Denise  Koroslev,  80 shares held by Dimitri V. and Denise N. Koroslev
          as custodians for Heather J. and Vasily D. Koroslev,  and 2,400 shares
          subject to exercisable options under the 1994 Stock Option Plan.
    
          (4) Includes  42,997 shares held in an Individual  Retirement  Account
          belonging to Mr. Peluso's wife.

          (5) Includes 46,737 shares  allocated as of December 31, 1998 pursuant
          to the ESOP.



     The  following  table sets forth  certain  information  with respect to the
executive officers(1) of the Company:
<TABLE>
<CAPTION>
                          
                                       Positions Held With                                                Officer of the
Name                        Age        the Company and the Bank                                           Company Since 
----------------------      ---        -------------------------------------
<S>                          <C>       <C>                                                                           <C> 
Richard M. Kahler            63        President and Chief Executive Officer                                      1983
                                       of the Company and the Bank

Randall D. Greenfield        50        Vice President, Chief Financial                                            1983
                                       Officer and Secretary of the Company;
                                       Senior Vice President, Chief Administrative
                                       Officer and Secretary of the Bank

Robert A. Perantoni          65        Senior Vice President and Senior                                           1993
                                       Loan Officer of the Bank
</TABLE>

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


          (1) As used  throughout  this 10KSB/A,  the term  "executive  officer"
          means  the  president,  any  senior  vice  president  in  charge  of a
          principal  business unit or function,  any other officer or person who
          performs a policy making  function for the Company,  and any executive
          officer of the  Company's  subsidiaries  who  performs  policy  making
          functions for the Company.


     Each  executive  officer  serves on an annual basis and must be selected by
the Board of  Directors  annually  pursuant  to the Bylaws of the Company or the
Bank.

     The  following  information  with respect to the principal  occupation  and
employment of each director and executive officer, the principal business of the
corporation  or other  organization  in which such  occupation and employment is
carried on, and in regard to other  affiliations and business  experience during
the past five (5) years,  has been  furnished  to the Company by the  respective
directors and executive officers.  Except for the Bank, none of the corporations
or organizations discussed below is an affiliate of the Company.

     JOSHUA FONG,  O.D. is the Chairman of the Board of Directors of the Company
and a retired optometrist. Dr. Fong is a member of the Personnel Relations Board
of the City of San  Leandro.  He was a partner  in the Castro  Valley  Optometry
Group from 1989 to 1998. Dr. Fong has been a Director of the San Leandro Chamber
of  Commerce,  a trustee of Humana  Hospital  of San  Leandro and of the Oakland
Chinese  Presbyterian Church. Dr. Fong has been the President of the San Leandro
Breakfast  Club,  Kiwanis Club of East Oakland and the Wa-Sung Service Club. Dr.
Fong  is one of the  founders  of the New  Life  Christian  Fellowship  American
Baptist Church in Castro Valley.

     RANDALL D.  GREENFIELD  is Vice  President,  Chief  Financial  Officer  and
Secretary of the Company and Senior Vice President, Chief Administrative Officer
and  Secretary  of the Bank.  Prior to  joining  the Bank in 1981,  he served as
Cashier-Treasurer  of Centennial Bank in Hayward,  California after joining that
Bank as Controller in 1977. Mr.  Greenfield  worked with the First State Bank of
Northern  California in San Leandro in 1974 and 1975 in Bank  Operations  and as
the  Assistant  Auditor.  Mr.  Greenfield  is a graduate  of the  University  of
Washington  in Seattle.  He is a past  Director and Treasurer of the San Leandro
Boys and Girls Club and past  President  of the Golden Gate  Chapter of the Bank
Administration Institute.

     WILLIAM R. HENSON is and has been since 1963 the President of Superior Home
Loans, a California loan brokerage firm, and of Superior Financial  Services,  a
personal  property  brokerage  firm.  Mr.  Henson is a former  Director and past
President of the Southern  Alameda County Board of Realtors,  a past Director of
the  California  Association  of Realtors and a past President of the California
Independent Mortgage Brokers Association.

     RICHARD  M.  KAHLER is the  President  and Chief  Executive  Officer of the
Company and the Bank.  Previously,  Mr.  Kahler  served as  President  and Chief
Executive Officer of Centennial Bank from 1976 to 1979, when he left to organize
Bay Bank of Commerce. Prior to 1976, Mr. Kahler was a Regional Vice President of
Camino  California  Bank  in San  Francisco,  and a  Vice  President  in  Lloyds
Bank-Commercial  Division,  in charge of Southern Alameda County. He is a member
of the San Leandro Chamber of Commerce and has served as President of the Pinole
Chamber and as a Director of the Hayward and Castro Valley Chambers. He has also
been a Vice President of the Fruitvale and Pinole Lions Clubs.

     DIMITRI V.  KOROSLEV is Chairman of the Board of Directors of the Bank.  He
has engaged in asset based  lending  since 1971.  Mr.  Koroslev is President and
director of Bay Business  Credit,  an asset based lender in Walnut  Creek.  From
1982  until  1988 Mr.  Koroslev  served  as  Senior  Vice  President/Manager  of
Commonwealth  Financial  Corporation,  an asset  based  lender in Walnut  Creek,
California. From 1980 to 1982, he was Vice President/Manager of Foothill Capital
Corp., an asset based lender.

     WILLIAM  E.  PELUSO  is an East Bay  restaurant  consultant  who has  owned
numerous  establishments  since  1946.  In 1965 he  developed  the Blue  Dolphin
restaurant  at the San  Leandro  Marina,  as part of the San  Leandro  Shoreline
redevelopment  project.  The Blue  Dolphin and the San Leandro  Marina  became a
focal point of community  activity.  The Blue Dolphin closed in 1998. Mr. Peluso
is past  President  of the  Shoreline  Business  Association  (1965-73)  and the
Southern Alameda County Restaurant  Association  (1975-83).  He is a Director of
the San  Leandro  Boys Club and has  served  as a  Director  of the San  Leandro
Chamber of Commerce.  Mr. Peluso  currently  serves on the Oakland Coliseum Task
Force. He is a member of the Elks and the Native Sons of California.

     ROBERT A. PERANTONI is the Senior Vice President and Senior Lending Officer
of the Bank. Previously,  Mr. Perantoni was a Vice President at Sanwa Bank, from
1963 to 1993.

     OSWALD (OZZIE) A. RUGAARD is an independent sales consultant since 1995 and
serves in such capacity for Bay Airgas.  He also serves on the Welding  Advisory
Board of Chabot College,  Las Positas College, and Hayward Area Eden ROP. He was
a Sales Manager for Middleton Bay Airgas in 1994 and was the President and Sales
Manager of Middleton  Welder's  Supply Company in San Leandro from 1948 to 1993.
He was  President of the San Leandro  Chamber of Commerce in 1984,  President of
San Leandro  Manufacturer's  Association in 1970 and 1976,  past Director of San
Leandro  Rotary  Club,  a trustee of Humana  Hospital  of San  Leandro  and past
President of the Independent Welder's Association.

     MARK A. WILTON is the owner of MarWil Investments.  He has been involved in
HUD  negotiations  and the  building of HUD  properties  since 1976.  He was the
president of Marlind Inc. from 1979 to 1986.  Marlind Inc. is a builder of homes
and condominiums.

     No director or executive officer of the Company has any family relationship
with any other director or executive officer of the Company.

     No director of the Company is a director of any other  company with a class
of securities  registered  pursuant to section 12 or subject to the requirements
of section 15(d) of the Securities  Exchange Act of 1934, as amended,  or of any
company  registered as an investment company under the Investment Company Act of
1940, as amended.

Committees of the Board of Directors
------------------------------------

     The Board of  Directors  of the Company has  established  a standing  Audit
Committee,  with Dimitri V. Koroslev as Chairman,  Joshua Fong,  Oswald Rugaard,
William R. Henson and William E. Peluso as members.

     The Audit  Committee  met once  during  1998.  The  functions  of the Audit
Committee  are: (1) to  recommend  the  appointment  of and to oversee a firm of
independent  certified public  accountants  whose duty is to audit the books and
records  of the  Company  and the Bank for the  fiscal  year for which  they are
appointed;  (2) to monitor and  recommend  accounting  policies to the Boards of
Directors;  (3) to monitor and analyze  the results of internal  and  regulatory
examinations;  (4) to  monitor  the  Company's  and  the  Bank's  financial  and
accounting procedures and financial reporting; and (5) to assure compliance with
applicable  legal and regulatory  requirements  with respect to audit  committee
functions, internal controls, management and auditor reporting.

     The Company does not have a nominating or compensation committee. The Board
of Directors of the Company performs the functions of these committees.


     The Board of Directors of the Company met eighteen  (18) times during 1998.
All directors of the Company  attended at least 75% of the meetings of the Board
of Directors and the meetings of committees on which each director served.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the Securities and Exchange  Commission.
Officers,  directors and greater than  ten-percent  shareholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file.  To the best  knowledge  of the  Company,  there are no greater  than
ten-percent  holders of the Company's Common Stock other than Richard M. Kahler,
President and Chief Executive Officer of the Company and the Company's  Employee
Stock Ownership Plan.

     Based  solely on its review of the copies of such forms  received by it, or
written  representations  from  certain  reporting  persons that no Forms 5 were
required for those persons, the Company believes that, for fiscal year 1998, the
officers  and  directors  of the Company  complied  with all  applicable  filing
requirements,  except that executive  officer Randall D. Greenfield and director
Dimitri  Koroslev each failed to file on a timely basis one Report of Changes in
Beneficial  Ownership on Form 4 to report one  transaction in securities.  These
transactions were subsequently reported during 1998.


ITEM 10-                EXECUTIVE COMPENSATION


Summary of Compensation
-----------------------
     The following  table sets forth a summary of the  compensation  paid during
the Company's past three fiscal years for services rendered in all capacities to
Richard M. Kahler, President and Chief Executive Officer of the Company, Randall
D.  Greenfield,  Vice President and Chief  Financial  Officer of the Company and
Robert A.  Perantoni,  Senior Vice President and Senior  Lending  Officer of the
Bank, the only executive  officers of the Company whose annual base compensation
and bonus exceeded $100,000 during the Company's 1998 fiscal year.


<PAGE>
<TABLE>
<CAPTION>
                                         Summary Compensation Table
---------------------------------------------------------------------------------------------------------------------
                                                       Annual compensation
                                                  --------------------------------

 Name and principal position ...           Year   Salary($)  Bonus($)  Other annual      Long term         All other
                                                                      compensation     compensation     compensation  
                                                                         ($)(1)      Awards/Securities       ($)
                                                                                        Underlying
                                                                                        Options (#)
---------------------------------------------------------------------------------------------------------------------  
<S>                                       <C>    <C>        <C>          <C>               <C>            <C>       
  Richard M. Kahler,                      1998   $167,045   $ 71,462     $2,232            0              $39,146(2)
  President and CEO                       1997   $167,045   $ 62,425     $2,270            0              $46,663
                                          1996   $152,295   $ 63,915     $1,141            0              $40,915
                                        
  Randall D. Greenfield,                  1998   $109,600   $ 35,731     $7,768            0              $10,825(3)
  Vice President and CFO                  1997   $104,600   $ 31,212     $7,421            0              $16,085                
                                          1996   $ 95,430   $ 31,958     $6,600            0              $17,425                 
                                            
                                                                                       
   Robert A. Perantoni,                   1998   $110,250   $ 35,731     $7,086            0              $ 8,949(4)
 Senior Vice President and                1997   $105,000   $ 31,212     $7,256            0              $11,960        
  Senior Lending Officer                  1996   $ 99,250   $ 31,958     $5,480            0              $ 8,178
                                                                                                                      
</TABLE>
--------------------------------

               (1)  Consisting  of the  dollar  value  of the  use of a  Company
               automobile or paid auto allowance.

               (2) Includes (for 1998) the cash value of shares allocated to Mr.
               Kahler's account in the ESOP ($9,347),  $5,000 contributed by the
               Company to Mr.  Kahler's  account in the  Company's  401(k) Plan,
               $21,200 in  directors'  fees paid by the Bank and the Company and
               $3,599 in term life  insurance  payments  made by the  Company on
               behalf of Mr. Kahler.

               (3) Includes (for 1998) the cash value of shares allocated to Mr.
               Greenfield's account in the ESOP ($6,929),  $3,520 contributed by
               the Company to Mr.  Greenfield's  account in the Company's 401(k)
               Plan  and $376 in life  insurance  premium  payments  made by the
               Company on behalf of Mr. Greenfield.

               (4) Includes (for 1998) the cash value of shares allocated to Mr.
               Perantoni's  account in the ESOP ($3,783),  $3,537 contributed by
               the Company to Mr.  Perantoni's  account in the Company's  401(k)
               Plan and $1,629 in life  insurance  premium  payments made by the
               Company on behalf of Mr. Perantoni.

Option Grants and Exercises
---------------------------

     Stock Option Grants
     -------------------
     The Company has established the 1994 Stock Option Plan,  which was approved
by the Company's  shareholders  at the 1994 Annual Meeting of  Shareholders.  No
grants of options were made to the  executive  officers or the  employees of the
Company and the Bank during fiscal year 1998.

     Stock Option Exercises
     ----------------------

     No stock options  outstanding  under the 1982 Stock Option Plan or the 1994
Stock Option Plan were exercised by any executive  officer of the Company during
the Company's 1998 fiscal year. On January 14, 1999, Mr. Perantoni  exercised an
option to purchase  15,000 shares of Common Stock. On April 28, 1999, Mr. Kahler
exercised an option to purchase  94,500 shares and Mr.  Greenfield  exercised an
option to purchase 18,675 shares of the Common Stock.
           
     The  following  table shows the value at December  31, 1998 of  unexercised
options held by the named executive officers of the Company under the 1982 Stock
Option Plan and the 1994 Stock Option Plan:

<TABLE>
<CAPTION>

         Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

----------------------------------------------------------------------------------------------------------------
                                                                           Number of               
                                                                           securities              Value of
                                                                           underlying         unexercised in-the-
                                                                       unexercised options      money options at
                                                                        at fiscal year-end      fiscal year-end 
                                                                              (#)                    ($)
                 Name               Shares acquired on  Value Realized    Exercisable/           Exercisable/
                                        exercise (#)          ($)        unexercisable         unexercisable(1)
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>           <C>              <C>      
            Richard M. Kahler             -0-                  -0-             94,500/0(2)        $720,563/$0

            Randall D. Greenfield         -0-                  -0-           19,735/265(2)    $151,672/$2,319

            Robert A. Perantoni           -0-                  -0-             15,000/0(2)        $131,250/$0
</TABLE>
------------------------------
               (1)  Based on a bid  price  per  share at  December  31,  1998 of
               $13.00.

               (2) On January 14, 1999, Mr.  Perantoni  exercised his option to
               purchase  15,000 shares of Common Stock.  On April 28, 1999,  Mr.
               Kahler  exercised his option to  purchase  94,500  shares and Mr.
               Greenfield  exercised  his option to purchase  18,675 shares of 
               the Common Stock.


Director Compensation
---------------------
     During  the 1998  fiscal  year,  directors  of the Bank were paid an annual
retainer of $20,000, while directors of the Company were paid an annual retainer
of $1,200 for service as a director.  Dr. Fong also received a community liaison
fee of $275 per month.  Accordingly,  aggregate directors' fees in the amount of
$10,000 and $135,700 were paid by the Company and the Bank, respectively, during
1998.

ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders
----------------------

     As of the April 28,  1999,  no person or group known to the  Company  owned
beneficially more than five percent (5%) of the outstanding shares of its Common
Stock except as described below.

<TABLE>
<CAPTION>
                                                        
Name and Address of        Amount and Nature of     Percentage of Outstanding
Beneficial Owner           Beneficial Ownership     Shares Beneficially Owned
----------------------------------------------------------------------------- 
<S>                              <C>                     <C>  
Joshua Fong, O.D.                67,164(1)               5.62%(1)
1495 E. 14th Street                                  
San Leandro, CA 94577                                
                                                     
Patrick Hopper                   81,000(2)               6.78%
350 East Desert Inn Road                             
Las Vegas, NV 89109                                  
</TABLE>
                                                     
                                                     
<PAGE>                                               
                                                     
<TABLE>
<CAPTION>
Name and Address of         Amount and Nature of    Percentage of Outstanding 
Beneficial Owner            Beneficial Ownership    Shares Beneficially Owned 
----------------------------------------------------------------------------- 
<S>                             <C>                      <C>   
 Richard M. Kahler              148,029(3)               12.39%(3)
 1495 East 14th Street                               
 San Leandro, CA 94577                               
                                                     
 William E. Peluso               99,044(4)                8.29%(4)
 1495 E. 14th Street                                 
 San Leandro, CA 94577                               
                                                     
 Bay Commercial Services        155,096(5)               12.98%(5)
 Employee Stock Ownership Plan  
</TABLE>
                     
 ---------------------------
                    (1) See note (1) to beneficial ownership of management table
                    at Item 9, above.
            
                    (2) Based on  information  available  to the Company and not
                    independently confirmed by the shareholder.

                    (3) See note (3) to beneficial ownership of management table
                    at Item 9, above.

                    (4) See note (5) to beneficial ownership of management table
                    at Item 9, above.

                    (5) Shares allocated to a participant's  account in the ESOP
                    are  voted  by  the  participant.  The  ESOP  Administrative
                    Committee  is  authorized  pursuant  to the ESOP to vote any
                    unallocated shares of Company Common Stock held by the ESOP.
                    The ESOP Administrative Committee is composed of Mr. Kahler,
                    President and Chief Executive  Officer of the Bank,  Dimitri
                    V.  Koroslev,  Chairman  of the  Board  of the  Bank,  and a
                    non-officer  employee of the Bank.  As of December 31, 1998,
                    there were no  unallocated  shares of Company  Common  Stock
                    held by the ESOP.

Ownership  of  Management
----------------------- 
     Information  concerning  ownership of the Bank's  Common Stock by directors
and officers of the Bank is set forth in Item 9.


ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

     There have been no material  transactions  since  January 1, 1998,  nor are
there any currently  proposed  transactions,  to which the Company or any of its
subsidiaries  was or is to be a party,  in which  the  amount  involved  exceeds
$60,000 and in which any director,  executive officer,  five-percent shareholder
or any member of the immediate  family of any of the  foregoing  persons had, or
will have, a direct or indirect material interest.

Indebtedness of Management
--------------------------

     Some of the directors and executive  officers of the Company and members of
their immediate  families and the companies with which they have been associated
have been customers of, and have had banking  transactions with, the Bank in the
ordinary  course of the Bank's  business  since  January  1, 1998,  and the Bank
expects  to  have  such  banking  transactions  in the  future.  All  loans  and
commitments to lend included in such transactions were made on substantially the
same terms, including interest rates and collateral,  as those prevailing at the
time for comparable  transactions  with other persons and, in the opinion of the
Bank,  did not involve  more than the normal risk of  collectability  or present
other unfavorable features.




<PAGE>



                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

     Date: April 29, 1999                  BAY COMMERCIAL SERVICES

                                           By:/s/ R. M. Kahler  
                                           Richard M. Kahler,
                                           President and Chief Executive Officer

     In  accordance  with the Exchange Act, this report has been signed below by
     the following persons on behalf of the registrant and in the capacities and
     on the dates indicated.
<TABLE>

<S>                                                      <C>    <C> 
     /s/ R. M. Kahler                                    DATE:  April 29, 1999
     ----------------------------------------------
     Richard M. Kahler,
     President and Chief Executive Officer
      (Principal Executive Officer) and Director


     /s/ R. D. Greenfield                                DATE:  April 29, 1999
     ----------------------------------------------
     Randall D. Greenfield,
     Chief Financial Officer (Principal Financial
     Officer and Principal Accounting Officer)
     and Secretary


     Joshua Fong, O.D.*                                  DATE:  April 29, 1999
     ----------------------------------------------
     Joshua Fong, O.D.,
     Chairman of the Board of Directors and Director


     William R. Henson*                                  DATE:  April 29, 1999
     ----------------------------------------------
     William R. Henson, Director


     Dimitri V. Koroslev*                                DATE:  April 29, 1999
     ----------------------------------------------
     Dimitri V. Koroslev, Director


     William E. Peluso*                                  DATE:  April 29, 1999
     ----------------------------------------------     
     William E. Peluso, Director
 

     Oswald A. Rugaard*                                  DATE:  April 29, 1999
     ----------------------------------------------
     Oswald A. Rugaard, Director


     Mark A. Wilton*                                     DATE:  April 29, 1999
     ----------------------------------------------
     Mark A. Wilton, Director

*By /s/ R. M. Kahler                                     DATE:  April 29, 1999
    --------------------------------------------------
(Richard M. Kahler, as Attorney-in-Fact)
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS



Exhibit
Number                  Exhibit

23                      Independent Auditors' Consent