SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549



                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       FOR THE QUARTER ENDED June 30, 1998

                         Commission File Number 2-76003

                               BAY AREA BANCSHARES


                             California #94-2779021

                   900 Veterans Blvd., Redwood City, CA 94063
                            Telephone (650) 562-3238


         The registrant (1) has filed all reports required by Section  13 or
            15(d) of the Securities Exchange Act during the preceding 12 months,
            and

                                x  Yes           No

         (2)  has been subject to such filing requirements for the past 90 days.
                                x  Yes           No


             982,528 Shares of Common Stock Outstanding as of June 30, 1998

<PAGE>


Part 1 Item 1

<TABLE>
<CAPTION>


                       BAY AREA BANCSHARES & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            (UNAUDITED, IN THOUSANDS)


ASSETS                                                                      06/30/98                       12/31/97
<S>                                                                            <C>                         <C>   
Cash and due from banks                                                         $13,578                     $11,464
Federal Funds Sold                                                                8,500                       7,500
                                                                         
     Cash and cash equivalents                                                   22,078                      18,964
Investment securities available for sale
  (market value approximates book value)                                          1,609                       1,106
Investment securities held to maturity
  (market value of $12,410 in 1998 and $14,683 in 1997)                          12,282                      14,482
Loans, net of reserve for possible loan losses
    of $1,773 in 1998 and $1,638 in 1997                                        100,258                      84,374
Premises and equipment,net                                                          542                         653
Real estate owned                                                                     0                           0
Interest receivable and other assets                                              2,061                       2,506
                                                                         
     Total assets                                                              $138,830                    $122,085
                                                                      

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Demand                                                                       $36,069                     $28,248
   Interest-bearing transaction                                                  45,833                      41,758
   Savings                                                                        6,904                       6,399
   Time                                                                          34,532                      31,021
                                                                                     
     Total Deposits                                                             123,338                     107,426
Interest payable and other liabilities                                            1,071                       1,671
Federal funds purchased                                                               0                           0
Federal Home Loan Bank advances                                                   1,500                       1,000
                                                                         
     Total liabilities                                                          125,909                     110,097
                                                                         
Shareholders' equity:

   Common stock, no par value:
     Authorized - 20,000,000 shares; issued & outstanding                         4,854                       4,736
      982,528  in 1998 and 977,035 in 1997
   Unrealized (loss) gain on securities held for sale                                 0                          (2)
   Additonal paid in capital                                                        640                           0
   Retained earnings                                                              7,427                       7,254
                                                                        
     Total shareholders' equity                                                  12,921                      11,988
                                                                         

     Total liabilities and shareholders' equity                                $138,830                    $122,085
</TABLE>

                                                                        





                                                               (1)
<PAGE>


Part 1 Item 1
                       BAY AREA BANCSHARES & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (UNAUDITED, DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                              Three Months               Three Months
                                                                                 Ended                      Ended
                                                                               06/30/98                   06/30/97
<S>                                                                              <C>                      <C>   
Interest Income:                                                         

     Interest and fees on loans                                                  $2,589                      $1,990
     Interest on investment securities                                              216                         253
     Interest on federal funds sold                                                 158                          92
     Interest on time deposits with other financial institutions                      0                           1
                                                                        
             Total Interest Income                                                2,963                       2,336
Interest Expense:                                                       
     Interest on interest-bearing transaction amounts                               356                         349
     Interest on savings deposits                                                    72                          59
     Interest on time deposits                                                      462                         287
     Interest on short-term borrowing                                                21                           0
     Interest on notes payable and redeemable debentures                              0                           0
                                                                        
             Total Interest Expense                                                 911                         695
                                                                                                 
             Net interest income                                                  2,052                       1,641
Provision for possible loan losses                                                   30                          80
                                                                                               
             Net interest income after provision for possible loan losses         2,022                       1,561
Noninterest income:                                                                        
     Service charges on deposit accounts                                             62                          50
     Net loss on sales of securities                                                  0                           0
     Net gain on disposal of assets                                                   0                           0
     Net gain on sale of loans held for sale                                          0                           0
     Other  Mortgage Banking Revenue                                                 52                          51
     ATM network revenue                                                            479                         514
     Other                                                                           21                          28
                                                                        
             Total noninterest income                                               614                         643
Noninterest expense:                                                                       
     Salaries and related benefits                                                  634                         519
     Occupancy                                                                      121                         122
     Equipment                                                                      122                         104
     Professional fees                                                               96                          67
     Stationery and supplies                                                         22                          30
     Other                                                                          559                         599
                                                                                                 
             Total noninterest expense                                            1,554                       1,441
                                                                                                 
Income before provision for income taxes                                          1,082                         763
Provision for income taxes                                                          458                         312
                                                                                                
Net Income                                                                          624                         451
                                                                                                
Comprehensive income:  Unrealized gain (loss) on investment
     securities held-for- sale, net                                                   0                           0
                                                                                                
Comprehensive Income                                                               $624                        $451
                                                                                                

Earnings per share:
     Average common and equivalent shares outstanding- Primary                  981,903                     982,000
                                                                         

     Average common and equivalent shares outstanding- Fully Diluted          1,010,000                     982,000
                                                                                                  

     Earnings Per Common Share                                                    $0.64                       $0.46
                                                                         
     Earnings Per Common Share - Assuming Dilution                                $0.62                       $0.46
                                                                         
</TABLE>

                                                               (2)

<PAGE>




Part 1 Item 1
                       BAY AREA BANCSHARES & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (UNAUDITED, DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>



                                                                              Six Months                 Six Months
                                                                                Ended                      Ended
                                                                               6/30/98                    6/30/97
<S>                                                                           <C>                           <C>    
Interest Income:                                                        
     Interest and fees on loans                                                  $4,837                      $3,846
     Interest on investment securities                                              448                         480
     Interest on federal funds sold                                                 293                         203
     Interest on time deposits with other financial institutions                      0                           2
                                                                                                 
             Total Interest Income                                                5,578                       4,531
Interest Expense:                                                                                 
     Interest on interest-bearing transaction amounts                               655                         688
     Interest on savings deposits                                                   142                         117
     Interest on time deposits                                                      900                         551
     Interest on short-term borrowing                                                37                           0
     Interest on notes payable and redeemable debentures                              0                           0
                                                                                                  
             Total Interest Expense                                               1,734                       1,356
                                                                                                  
             Net interest income                                                  3,844                       3,175
Provision for possible loan losses                                                   70                         120
                                                                                                  
             Net interest income after provision for possible loan losses         3,774                       3,055
Noninterest income:                                                                               
     Service charges on deposit accounts                                            122                          98
     Net loss on sales of securities                                                  0                           0
     Net gain on disposal of assets                                                   0                           0
     Net gain on sale of loans held for sale                                          0                          12
     Other  Mortgage Banking Revenue                                                101                          75
     ATM network revenue                                                            930                         995
     Other                                                                           56                          49
                                                                                                  
             Total noninterest income                                             1,209                       1,229
Noninterest expense:                                                                              
     Salaries and related benefits                                                1,306                       1,156
     Occupancy                                                                      245                         232
     Equipment                                                                      247                         235
     Professional fees                                                              173                         113
     Stationery and supplies                                                         47                          58
     Other                                                                        1,078                       1,046
                                                                                                  
             Total noninterest expense                                            3,096                       2,840
                                                                                                  
Income before provision for income taxes                                          1,887                       1,444
Provision for income taxes                                                          788                         601
                                                                                                  
Net Income                                                                        1,099                         843
                                                                                                  
Comprehensive income:  Unrealized gain (loss) on investment
     securities held-for- sale, net                                                   2                          (3)
                                                                                                  
Comprehensive Income                                                             $1,101                        $840

                                                                                                  
Earnings per share:
     Average common and equivalent shares outstanding- Primary                  982,111                     980,000
                                                                                                  


     Average common and equivalent shares outstanding- Fully Diluted          1,010,000                     980,000
                                                                                                  

     Earnings Per Common Share                                                    $1.12                       $0.86
     Earnings Per Common Share - Assuming Dilution                                $1.09                       $0.86
                                                                                                  
</TABLE>

                                                                (3)

<PAGE>


Part 1 Item 1
                               BAY AREA BANCSHARES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        (UNAUDITED, DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                               Six Months                 Six Months
                                                                                Ended                      Ended
                                                                                06/30/98                   06/30/97
<S>                                                                             <C>                         <C>    

Cash flows from operating activities:                                                            

    Net Income                                                                   $1,099                        $843
    Adjustments to reconcile net income to net cash provided
    by operating activities:

      Depreciation of premises and equipment                                        176                         216
      Provision for possible loan losses                                             70                         140
      Net gain loss on sale of assets                                                 0                           0
      Funding of loans held for sale                                                  0                        (947)
      Proceeds from the sale of loans held for sale                                   0                       1,682
      Net gain on sale of loans held for sale                                         0                         (12)
      Net loss on sale of investment securities                                       0                           0
      Net ammortization and accretion of investment premiums and discounts           63                           8
      Net decrease in interest receivable and other assets                          445                          49
      Net  increase in interest payable and other liabilities                      (600)                       (524)
      Net  decrease in deferred loan fees                                           (42)                        (97)
                                                                                                  
          Total adjustments                                                         112                         515
                                                                                                 
          Net cash provided by operating activities                               1,211                       1,358

Cash flows from investing activities:
    Proceeds from sale of investment securities                                       0                         100
    Proceeds from the maturity of investment securities
        held for sale                                                                 0                           0
    Proceeds from the maturity of investment securities
        held to maturity                                                          1,085                       1,715
    Mortgage backed securities principal payments                                 1,715                         256
    Purchase of investment securities held to maturity                           (1,166)                     (2,741)
    Purchase of investment securities held for sale                                                               0
    Net increase in gross loans                                                 (15,911)                    (12,197)
    Proceeds from the sale of Real Estate Owned                                       0                           0
    Capital expenditures                                                            (65)                       (126)
                                                                                                  
                                   Net cash used in investing activities        (14,342)                    (12,993)

Cash flows from financing activities:
    Net  increase in demand deposits,transaction and savings                     12,401                       3,002
    Net increase in time deposits                                                 3,511                       2,356
    Repayment of Federal Funds Purchased                                              0                           0
    Net proceeds of Federal Home Loan Bank advances                                 500                           0
    Proceeds from stock warrants and options exercised                               29                         211
    Cash Dividends paid                                                            (196)                       (156)
                                                                                                  
                                   Net cash  provided by financing activities    16,245                       5,413
                                                                                                 
Net  increase (decrease) in cash and cash equivalents                             3,114                      (6,222)

Cash and cash equivalents,beginning of period                                    18,964                      17,861
                                                                                                  

Cash and cash equivalents,end of period                                         $22,078                     $11,639
                                                                                                  
</TABLE>

There were $0 and $499 in loans transferred to Real Estate Owned  in 1998 and 
1997 respectively.

                                                                        (4)
<PAGE>


BAY AREA BANCSHARES & SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


All  adjustments,  which in the opinion of  management  are necessary for a fair
statement of the  Company's  financial  condition  at June 30, 1998,  results of
operations  for the three  and six month  periods  ended  June 30,  1998 and the
statement  of cash flows for the six month  period ended June 30, 1998 have been
included. These adjustments are of a normal and recurring nature. The results of
operations  and  statement of cash flows are not  necessarily  indicative of the
results for a full year's activity.

The accompanying  unaudited  financial  statements have been prepared on a basis
consistent  with  the  accounting  principles  and  policies  reflected  in  the
Company's Annual Report for the year ended December 31, 1997.


All references to the "Bank" are in reference to the Company's  sole, and wholly
owned, subsidiary Bay Area Bank.

New Statements of Financial Accounting Standards:

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard  No. 130,  "Reporting  Comprehensive  Income"
("SFAS  130").  Under the  provisions  of SFAS 130,  the  Company is required to
report comprehensive income in its financial statements;  the term comprehensive
income describes the total of all components of  comprehensive  income including
net  income  as well as other  revenues,  expenses,  gains and  losses  that are
included in comprehensive  but excluded from earnings (net income).  The Company
started to report comprehensive income as part of the consolidated statements of
operations,  including other comprehensive  income items added separately to net
income resulting in total  comprehensive  income. SFAS 130 is effective with the
year-end 1998 financial  statements;  however, the total comprehensive income is
required in the financial  statements for interim periods beginning in 1998. The
Company  adopted SFAS 130 as of January 1, 1998;  the adoption of the  statement
did not have a material impact on the Company's financial statements.

In June of 1997, the Financial  Accounting  Standards  Board ("FASB") issued the
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related  Information" ("SFAS 131"). Under the provisions of
SFAS 131, an entity is required to report selected  information  about operating
segments in annual financial  statements and interim financial reports.  It also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas and major customers. The Statement uses a "management approach"
to identify  operating  segments and defines an operating segment as a component
of an enterprise (I) for which discrete financial information is available; (ii)
that engages in business  activities  that may earn revenues and incur  expenses
(including  revenues and expenses relating to transactions with other components
of the same enterprise) and (iii) whose operating results are regularly reviewed
by the enterprise's chief operating decision maker. Reportable segments

                                                        (5)
<PAGE>

(aggregated  if  appropriate)   are  operating   segments  that  meet  specified
quantitative  thresholds based on revenues,  profit or loss and assets,  using a
ten  percent  rule.  SFAS 131 is  effective  for fiscal  years  beginning  after
December  15,  1997.  Segment  information  that is  presented  for  comparative
purposes is to be restated to conform to the  requirements of SFAS 131 unless it
is impracticable to do so. The required interim  disclosures are not required to
be made in the initial year of application  but the  information for the interim
periods for the  initial  year is required  as  comparative  information  in the
second year of application.


BAY AREA BANCSHARES & SUBSIDIARIES

ITEM 2

Management's Discussion and Analysis of Financial Condition and Results of 
Operations

Item 2A  Financial Condition

Liquidity

Liquid assets (Cash, Federal Funds Sold and Investments)  increased $1.4 million
or 4.1% to $35.7  million  over the six month  period from  December 31, 1997 to
June 30, 1998. At year-end,  total liquid assets as a percentage of total assets
was 28.3%, whereas on June 30, 1998 it had decreased to 25.9%.

Cash & due from banks  increased  $2.1 million over the first six months of 1998
to $13.6 million at June 30, 1998.  During the first six months of 1998 cash and
due from banks averaged $10.8 million.  The portion of the total cash & due from
banks  representing ATM ("Automatic  Teller Machine") network cash inventory has
averaged  approximately  $2.6 million during 1998 and averaged $3.7 in the first
two  quarters of 1997.  The  reduction in ATM cash is primarily a result of more
aggressive management of the cash inventory in the machines.

Both average and period end loans and deposits  outstanding are at record levels
for the Company. During the first six months of 1998 gross loans outstanding has
averaged  $91.2  million as compared to $71.7 million in the first six months of
1997,  an  increase of 27%.  Gross loans were $102.0  million at June 30, 1998 a
record  level for the Company  and a $16.0  million or 18.6%  increase  over the
balance at December 31, 1998.  The $16.0 million  increase in loans  outstanding
was comprised primarily of an increase in commercial loans of approximately $6.0
million and increase in  construction  loans  outstanding  of $9.0 million.  The
Company  expects  construction  lending to remain  strong in the near  term,  as
construction commitments have grown $16.4 million or 40% since December 31, 1997
to $57.5 million at June 30, 1998.

Deposits have averaged $114.1 million in the first six months of 1998 while they
averaged  $96.3  million  during the first six months of 1997,  an  increase  of
18.4%.  Deposits were $123.3 million at 6/30/98, an increase of $15.9 million or
15% since year end 1997.

Management believes current liquid assets and current available credit lines are
adequate  to cover the  working  capital  requirements  of the  Company  and any
reasonable needs arising from deposit withdrawals.



                                                        (6)
<PAGE>


Capital

Consolidated  equity  capital plus reserves  increased $1.1 million in the first
six  months of 1998 from  $13.6  million  or  11.16%  of total  gross  assets at
December  31, 1997 to $14.7  million or 10.9% of total gross  assets at June 30,
1998. Bank capital plus reserves  totaled $13.6 million on June 30, 1998 or 9.7%
of total  adjusted  assets as compared to capital plus reserves of $12.3 million
or 10.03% of total  adjusted  assets at December 31, 1997.  At June 30, 1998 the
Bank  maintained a tier one capital ratio of 11.02% and a tier two capital ratio
of 12.27% as compared to 11.7% and 12.9% respectively at December 31, 1997.

The Bank's capital level continues to exceed State and Federal Deposit Insurance
Corporation  requirements  and satisfies  the Federal  Reserve  Board's  current
risk-based capital Guidelines.

The Bank declared no dividends to the Parent  company in the first six months of
1998 and the Company declared cash dividends to common  shareholders of $.10 per
share in June of 1998.  The second  quarter  dividend  represents  twenty  seven
consecutive   quarterly  cash  dividends  declared  by  the  Parent  company  to
shareholders.


Item 2B  Results of Operations

Results of Operations

Consolidated  operating  profits were $624,000  ($.62 per common share  assuming
dilution vs. $.46 in the prior year) for the second quarter of 1998, the highest
second quarter earnings in the Company's history.  This represents a $173,000 or
38.36% increase over the second quarter of 1997 when net income was $451,000.

The  increase in second  quarter  earnings in 1998 versus the second  quarter of
1997 is a  result  of an  increase  in  pretax  earnings  of  $319,000  which is
comprised  of an increase in net  interest  income of $411,000 and a decrease in
loan loss provisions of $50,000, offset in part by a decrease in other income of
$29,000 and an increase in noninterest expense of $113,000.

Consolidated  operating profits were $1,099,000 ($1.09 per common share assuming
dilution  vs.  $.86 in the prior  year) for the  first six  months of 1998,  the
highest six months of earnings  in the  Company's  history.  This  represents  a
$256,000 or 30.1% increase over the first six months of 1997 when net income was
$843,000.

The  increase in six month  earnings in 1998 versus the first six months of 1997
is a result of an increase in pretax  earnings of $443,000 which is comprised of
an  increase  in net  interest  income of  $669,000  and a decrease in loan loss
provisions  of $50,000,  offset in part by a decrease in other income of $20,000
and a increase in noninterest expense of $256,000.

The  growth in net  interest  income of 25.1% in the  second  quarter of 1998 is
primarily  a result  of  growth  in total  earning  assets  offset  in part by a
decrease in net interest  margin.  (Net interest  margin is computed by dividing
annualizing  net interest income by average earning assets during the respective
period).  Average  earning  assets in the  second  quarter  of 1998 were  $122.5
million,  a $26.3 million or 27.3% increase over the second quarter of 1997 when
earning assets averaged $96.2 million. Net interest margin in the second quarter
of 1998 was  approximately  6.70% as compared to 6.82% in the second  quarter of
1997.

                                                        (7)

<PAGE>


The  growth in net  interest  income of 23.5% in the first six months of 1998 is
primarily  a result  of  growth  in total  earning  assets  offset  in part by a
decrease in net interest margin.  Average earning assets in the first six months
of 1998 have been $116.9  million,  a $22.5  million or 23.8%  increase over the
first  six  months of 1997 when  earning  assets  averaged  $94.4  million.  Net
interest margin in the first half of 1998 was approximately 6.58% as compared to
6.73% in the first six months of 1997.

The modest decline in net interest margin that has occurred throughout the first
half of 1998 is a result of an  decrease  in the yield on earning  assets and an
increase  in the cost of  deposits  and  advances.  The yield on earning  assets
decreased  in the first six month of 1998 to 9.54% as  compared  to 9.60% in the
first  six  months  of  1997.  The  cost of the  Bank's  deposits  and  advances
(including  demand  deposits),  which  averaged  $115.3 million in the first six
months of 1998,  rose to 3.01% as  compared  to 2.82% in the first six months of
1997, when the deposits and advances averaged $96.3 million. Management believes
that further  compression of net interest margin may occur in the second half of
1998 and into  1999  primarily  as a result  of  competitive  pressures  on loan
pricing.

Loan loss  provisions  were $30,000 in the second quarter of 1998 and $80,000 in
the second  quarter of 1997.  Loan loss  provisions  for the first six months of
1998 were  $70,000  as  compared  $120,000  for the first six month of 1997.  Th
decrease in loan loss  provisions in 1998, as compared to 1997, is a result of a
decline in nonperforming  assets and a continued local economic  expansion.  Non
performing  assets at June 30, 1998 were  $145,000  or .10% of total  assets and
8.2% of loan loss  reserves.  Non  performing  assets at December  31, 1997 were
$373,000 or .31% of total assets and 22% of loan loss reserves.  There have been
$33,000  in loans  charged  off  during  the six  months of 1998 and  $98,000 in
recoveries  of loans  previously  charged  off as  compared  to $42,000 in loans
charged off and $22,000 in recoveries in the first six months of 1997. Loan loss
reserves of $1.77  million at June 30, 1998  represent a ratio of 1.74% of gross
loans  outstanding  as compared to a loan loss reserve of $1.64 million or 1.90%
of gross loans at December 31, 1997.

The Bank's ATM revenues were down $35,000 or 6.8% in the second  quarter of 1998
and fell  $65,000 or 6.5% in the first six months of 1998 in  comparison  to the
same periods in 1997.  Revenue per machine has averaged $3,394 thus far in 1998,
an increase of 3% over the first six months of 1997 in which average revenue per
machine  was  $3,295.   The  average   number  of  machines  in  operation   was
approximately 51 in the first six months of 1997 and fell to 47 in the first six
months of 1998.

The  reduction  in the  average  number of  machines  in service was a result of
certain contracts that expired and certain  unprofitable sites that were closed,
primarily  during  1997.  The Bank hopes to find  acceptable  machines  sites to
redeploy some of the excess machines in the future.  The department  contributed
$157,000  to  pretax  profits  in the first six  months of 1998 as  compared  to
$148,000 in the first six months of 1997. The ATM department  expects to realize
significant cost reductions in the future. These cost reductions include $10,000
a month savings as a result of a consultant contract that was fully amortized in
June of 1998, an expected savings of approximately  $6,000 per month as a result
of new contractual  terms with a major service provider that begins in July 1998
and a reduction of depreciation expense as certain existing capital costs become
fully  depreciated  resulting in a $7,000 a month saving of  depreciation on the
existing infrastructure by January of 1999.

Non interest  expense was up $113,000 or 7.84% in the second  quarter of 1998 as
compared  to the second  quarter of 1997 and  $256,000 or 9.0% for the first six
months  of 1998.  The  increase  in both  periods  was  comprised  primarily  of
additional  salaries  and  benefits  which are up 13% in the first six months of
1998.

                                                       (8)
<PAGE>


ITEM 6
(a)  Exhibits.

3.1 Restated Articles of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 of the  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1988).

3.2 Amendment to Restated  Articles of  Incorporation
(incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989).

3.3 Bylaws of the Company, as
amended (incorporated by reference to Exhibit 3.2 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987).

3.4  Amendment to
Bylaws of Company  (incorporated  by reference  to Exhibit 3.3 of the  Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1987).

27 Financial Data Schedule (filed herewith)


Part 2, Item 4

(a)   The 1998 Annual Meeting of the Shareholders of the Registrant was held on 
      May 19, 1998.

(b)  The  following  table  shows the votes for,  against or  withheld,  and the
     broker  nonvotes as to each  candidate  for  director.  Each  candidate was
     elected.
<TABLE>
<CAPTION>


Name                       Votes For        Votes Against or Withheld    Broker Nonvotes
<S>                        <C>              <C>                                <C>

Gary S. Goss               769,669          17,946                              0
Robert R. Haight           771,710          75,905                              0
Stanley A. Kangas          770,069          17,546                              0
David J. Macdonald         713,189          74,426                              0
Thorwald A. Madsen         768,190          19,425                              0
Dennis W. Royer            770,069          17,546                              0
</TABLE>

To approve Amendment No. 1 of the Bay Area Bancshares 1993 Stock Option Plan.
For - 578,083              Against - 53,716          Abstain - 3,912

Broker Non Votes - 151,904

                                                        (9)


<PAGE>




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





BAY AREA BANCSHARES
Registrant

Dated:  August 13, 1998





/s/Robert R. Haight
Robert R. Haight
President and Chief Executive Officer


/s/Anthony J. Gould
Anthony J. Gould
Chief Accounting Officer

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