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EXHIBIT 14

                     [BAYVIEW CAPITAL CORPORATION GRAPHIC]

                             CODE OF ETHICAL CONDUCT
                               Revised: June 2004

Bay View is firmly committed to high standards of business conduct and ethics as
these represent the foundation upon which our business operates and upon which
we develop and maintain relationships with the customers and communities that we
serve. Bay View also strives to provide a work environment that is professional
and dignified and where each employee can work free from unlawful harassment and
discrimination. Maintaining appropriate conduct and ethical behavior are
critical elements of every employee's job responsibilities and performance
expectations.

EMPLOYEE RESPONSIBILITIES FOR BUSINESS CONDUCT AND ETHICS

      It is the policy of Bay View, including all its subsidiaries, to conduct
      its business according to the highest ethical standards and in compliance
      with all laws regulating the business conduct of financial institutions
      and their employees. Principles of professional ethics and federal law
      govern financial institutions and those working within them. Our Code of
      Ethical Conduct is intended to assist employees in understanding and
      meeting the requirements of both.

      Every employee must act to protect our Company's reputation as a
      responsible financial services organization that is trusted for its
      integrity and high ethical standards. This means that you must agree to
      understand and abide by the Code of Ethical Conduct at all times. Because
      no set of guidelines can anticipate or provide answers to every
      circumstance concerning conduct and ethical behavior, you are expected to
      seek guidance from the General Counsel or the on-site Human Resources
      Manager if you have any questions or if any part of the requirements
      established by the Code of Ethical Conduct are unclear. Other important
      responsibilities that you have for business conduct and ethics are
      outlined below.

            -     Reading, understanding and completing the Code of Ethical
                  Conduct Certification at hire and once every year thereafter.

            -     Discussing questions that you have about ethical conduct with
                  your manager, Bay View's General Counsel or the on-site Human
                  Resources Manager.

            -     Consistently abiding by the Code of Ethical Conduct and Bay
                  View's policies prohibiting unlawful harassment and
                  discrimination.

            -     Promptly reporting all conflicts of interest - whether they
                  are actual conflicts or have the appearance of a conflict of
                  interest.


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            -     Promptly reporting any suspected fraudulent or illegal
                  activity to your manager, the on-site Human Resources Manager
                  or Bay View's General Counsel.

      In addition to the above, all employees are expected to fully cooperate
      with all internal or external investigations, audits or regulatory
      reviews. False or misleading statements to auditors or other investigators
      may be considered a breach of trust or falsification of records and could
      result in corrective action up to and including termination of employment.

   REPORTING IMPROPRIETIES IN THE WORKPLACE

      If you believe or suspect that unlawful or unethical activities are
      occurring in the workplace, it is your duty to promptly report these
      activities to the appropriate person at Bay View. Ordinarily, you would
      report the activity to your manager; however, you may also report the
      situation to Bay View's General Counsel or the on-site Human Resources
      Manager.

      Bay View will not retaliate against you for good faith reports of
      fraudulent or illegal activity nor will it tolerate such retaliation by
      other employees. If you knowingly make a false report, or if you are
      involved in improper or criminal activity, you may be subject to
      corrective action up to and including the termination of employment.

   WHISTLE BLOWING POLICY AND PROCEDURES

      It is the policy of Bay View Capital Corporation and that of its Board of
      Directors that no employee shall be discharged or discriminated against
      with respect to compensation, terms, conditions or privileges of
      employment because the employee (or any person acting pursuant to the
      request of the employee) informs either management, the Board of
      Directors, the Securities and Exchange Commission, or the U. S. Attorney
      General regarding a possible violation of any law or regulation by the
      Company or any director, officer or employee, or for expressing any
      concerns about any questionable accounting, internal accounting controls
      or auditing matters.

      In connection with the above, the Audit Committee of the Board of
      Directors has established the following procedures:

      Under the Code of Ethical Conduct, employees are encouraged to discuss any
      concerns they have regarding compliance with laws and regulations or other
      violations of the Code of Ethical Conduct, directly with their manager or,
      in the alternative, with the General Counsel, who acts as the Company's
      ethics officer. However, employees may also submit at any time any
      concerns regarding questionable accounting, internal accounting controls
      or auditing matters, or any other possible violations of law, by
      submitting them anonymously in writing to "Executive Offices - Internal
      Communications", 1840 Gateway Drive, San Mateo, California 94404.
      Communications addressed in this manner will be opened by the Company's
      Assistant Secretary, who will discard the envelope without reading the
      contents and then forward the contents to the Corporate


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      Secretary. The Corporate Secretary will review the contents and report on
      them directly to the Audit Committee of the Board of Directors.

      In the alternative, employees or third parties who wish to express any
      concerns directly to the Board of Directors may do so by sending them in
      writing addressed to "Non-management Directors", care of the Corporate
      Secretary at the Company's headquarters at 1840 Gateway Drive, San Mateo,
      California 94404.

      The Corporate Secretary will document and retain all complaints or
      concerns expressed by employees or third parties regarding possible
      violations of law or questionable accounting, internal accounting controls
      or auditing matters and shall report such complaints or concerns directly
      to the Audit Committee of the Board of Directors.

   CONFLICTS OF INTEREST

      In order to maintain the trust and confidence of our customers, you must
      avoid all actual or perceived conflicts of interest. Generally, a conflict
      of interest is a situation where your private or outside interests
      interfere with your duties and responsibilities to Bay View or create a
      reasonable question that there could be such an interference. It's
      important to remember that the appearance of a conflict of interest can be
      as harmful to Bay View as an actual conflict of interest. For these
      reasons, you may not engage in outside employment or certain types of
      outside business activities without prior written disclosure to and the
      approval of your manager and Bay View's General Counsel.

      At the time of employment, and annually thereafter, all employees are
      required to complete the Code of Ethical Conduct Certification and
      disclose any possible conflicts of interest. This allows Bay View to
      assess and prevent any actual or potential conflicts of interest from
      arising.

      Although it is not possible to specify every action or activity that might
      create a conflict of interest, the following are some examples of outside
      employment or business activities that Bay View can not approve under any
      circumstance. For additional information, please refer to the Code of
      Ethical Conduct or consult with your manager, Bay View's General Counsel
      or the on-site Human Resources Manager.

            -     Working for a company or engaging in a business activity that
                  competes with Bay View's business interests.

            -     Work that involves the preparation, audit or certification of
                  statements or documents that Bay View may rely on to make
                  business decisions.

            -     Outside work that involves the use of Bay View's equipment,
                  supplies or facilities.

            -     Outside work as an insurance, securities or loan broker, agent
                  or representative.

            -     Outside work that suggests that Bay View sponsors or supports
                  your other employer.


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            -     Outside work for a customer of Bay View or for another Bay
                  View employee with whom you have a close or direct
                  relationship (i.e., supervision, processing or audit of work,
                  reliance upon for information).

      PERSONAL AND FAMILY RELATIONSHIPS AT WORK

      All employees are expected to exercise good judgment and appropriate
      discretion regarding their business and personal relationships with
      co-workers and subordinates. Family relationships, romantic personal
      relationships, and close or unique social relationships can create
      conflicts of interest, the appearance of favoritism and even place the
      company at risk. If a relationship creates the appearance of a conflict of
      interest or favoritism, you must notify your manager or the on-site Human
      Resources Manager for assistance in addressing the situation. Additional
      details about this policy may be found in the section titled, "Employment
      of Family and Household Members" in Chapter 2 of the Employee Handbook.

   GIVING ADVICE TO CUSTOMERS

      If you are asked by a customer to recommend products or services that are
      not normally available through Bay View's own referral sources--for
      example, legal or tax advice or alternate lending services--you should
      explain that such referrals are generally not provided. However, in the
      interest of customer service, and with the approval of your division
      manager, you may provide a list of several qualifying sources without
      indicating any preference. If you are providing this type of information
      to a customer, you also should explain that Bay View does not endorse or
      recommend the providers of the products or services.

      LOAN APPLICATIONS AND CREDIT DECISIONS

      If you are aware of a customer whose application for credit was denied by
      Bay View, you may not refer this customer to another credit source in
      return for a commission, or present the customer's credit application to
      another lender, whether or not you receive a commission. You also may not
      offer to advance credit to the customer on your own. You may provide the
      customer with a list of qualifying referral sources as described above.

   ACCEPTING GIFTS AND HOSPITALITY

      The principal rule to remember regarding gifts and hospitality is that
      they must not influence, or appear to influence the recipient's judgment.
      In general, employees and their immediate family members are not permitted
      to solicit or accept gifts or hospitality from any current or prospective
      customers or suppliers except as provided below, and only if there is no
      reasonable likelihood of improper influence. Hospitality is generally
      defined as meals, refreshments and entertainment. Gifts include anything
      of value other than hospitality. GIFTS OF CASH OR CASH EQUIVALENTS (E.G.,
      GIFT CERTIFICATES) IN ANY AMOUNT MAY NEVER BE accepted. This policy
      applies to all employees, officers and Directors of Bay View.

      The following summary information is provided to assist employees in
      understanding this policy's key provisions.

            -     Certain non-cash gifts may be accepted if the value of the
                  gift does not exceed the dollar limit designated for the
                  employee's job level and the gift


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                  represents an expression of friendship or gratitude that does
                  not create the appearance of improper influence. The
                  applicable dollar limit for SVP's and above and Directors is
                  $250.00; FVP's, VP's and AVP's $100.00 and all other employees
                  $25.00.

            -     Gifts or hospitality based on obvious family or personal
                  relationships that are clearly the result of the relationship
                  and not the business may be accepted.

            -     Unsolicited advertising or promotional material of reasonable
                  value such as pens, pencils, note pads, key chains, calendars
                  and similar items may be accepted.

            -     Awards of reasonable value from civic, charitable, educational
                  or religious organizations for recognition of service and
                  accomplishment may be accepted.

            -     Discounts or rebates on merchandise or service may be accepted
                  if they do not exceed those available to other customers.

      Bay View's General Counsel is designated as the Company's Compliance
      Officer for the Code of Ethical Conduct. Any questions regarding the Code,
      its interpretation or application should be directed to the General
      Counsel's office.

   SOLICITATION AND DISTRIBUTION

      Approaching fellow employees or customers in the workplace regarding
      activities, organizations or causes, regardless of how worthwhile or
      important can create unnecessary pressure and work disruption for others.
      For this reason, Bay View restricts solicitation and distribution of
      literature during work time and in work areas. Solicitation includes
      activities such as requests for signatures, contributions for charities,
      support for political or organizing activities, the purchase of
      merchandise and requests for donations. Managers are not to solicit
      employees under their supervision for any reason. Work time does not
      include rest breaks, meal periods and time before and after work.

   CONFIDENTIAL AND PROPRIETARY INFORMATION

      All Bay View employees share in a commitment to preserve in strictest
      confidence all proprietary and confidential information about the Company
      and its customers. Confidential and/or proprietary information includes,
      but is not limited to customer lists and account information, documents,
      notes, files, records, business plans and strategies, personnel or payroll
      records, or any other document or information regarding Bay View's
      customers, operations, systems, procedures or practices that are not
      prepared for public distribution. Confidential information is considered
      the property of Bay View and may not be removed from your work site or
      disclosed to any outside party without permission from your division
      manager.

      Safeguarding confidential information about our current and/or former
      customers is essential to maintaining their trust and is required not only
      by state and federal law, but also by Bay View's Privacy Policy. Each
      employee is expected to understand the importance of customer
      confidentiality and to follow the provisions of our Privacy Policy


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      at all times. Bay View restricts access to confidential customer
      information to those employees who need this information to perform their
      jobs. Confidential customer information must never be discussed or
      disclosed with anyone outside of the Company and only those within the
      Company with a legitimate business need to know, unless you have approval
      of your division manager.

      Confidential information obtained during employment with Bay View may not
      be used by any employee for the purpose of furthering current or future
      outside employment or activities or for obtaining personal gain or profit.
      If you leave Bay View, you may not keep any copies of any confidential
      information that was available to you during your employment and you will
      be expected to return this information to your manager prior to your
      departure. Bay View reserves the right to use all legal or equitable
      remedies to prevent unauthorized use of confidential information and to
      recover damages incurred as a result of such use. Your obligations under
      this policy are ongoing and continue even after termination from
      employment.

   ACCURACY AND RETENTION OF COMPANY RECORDS

      All Company records must be accurate and consistent with Bay View's
      established accounting standards and Company policies. If you or any
      employee have information or knowledge of any unrecorded fund, asset,
      liability or any prohibited act (i.e., one that involves theft,
      dishonesty, breach of trust, etc.), it must be reported promptly to your
      manager, Bay View's General Counsel or the on-site Human Resources
      Manager. In addition, you or any employee must not engage in any activity
      which results in false or misleading entries in any of Bay View's records
      or which serves to conceal or hide funds, assets or liabilities.

      Some Company records are subject to certain minimum requirements for
      retention either by law, or by Bay View policy. Other records may be
      needed for anticipated or pending legal cases. In either case, destruction
      of these records could place Bay View at risk. Before you destroy Company
      documents or records, check with your manager for the appropriateness of
      doing so.

   OUTSIDE ACTIVITIES

      Bay View encourages the active interest of its employees in political,
      civic and community activities. If you are involved in, or are interested
      in becoming involved in outside activities such as these, you need to be
      aware of certain requirements related to your participation.

      POLITICAL ACTIVITIES

      All employees who choose to participate in political activities must
      understand that they do so separate from their official job
      responsibilities and that they do so as individuals, not as
      representatives of Bay View. If you want to run for elected office or
      accept an appointment to public office, you must first obtain clearance by
      Bay View's Chief Executive Officer. Employees may not solicit campaign
      funds on Company premises or engage in any other type of election
      activities using Bay View's name, property or resources. Although you may
      make a personal political contribution to a party or a


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      candidate of your choice, it is illegal for a person on behalf of Bay View
      to make a cash donation or a gift from the Company's resources to any
      public office holder or candidate for federal office.

      CIVIC AND COMMUNITY ACTIVITIES

      Employees are encouraged to support community activities and other
      worthwhile causes. If you choose to participate in a civic organization or
      function, you must do so as an individual and not as a representative of
      Bay View. You must also ensure that your participation does not interfere
      with your job in any way, and that it does not create a conflict of
      interest.

      DIRECTORSHIPS

      If you are asked or wish to serve as a director of another company or
      organization (for profit or nonprofit), you must obtain the approval of
      Bay View's Chief Executive Officer prior to accepting the appointment.
      Directorships of companies or organizations closely held by the employee's
      family, as well as those of nonprofit, social, civic, religious or
      philanthropic organizations will normally be approved. When you serve as a
      Director, you may not participate in, approve or control any transaction
      between Bay View and the other organization.

   INSIDER TRADING

      Bay View forbids any employee, officer, director or person associated with
      Bay View from trading on material nonpublic information or communicating
      material nonpublic information to others in violation of the law.
      Information is considered nonpublic until it has been communicated to the
      marketplace at large and may include, by way of example, information such
      as dividend changes, earnings estimates, changes in previously released
      earnings estimates, significant merger or acquisition proposals, major
      litigation and extraordinary management developments. This type of
      prohibited conduct is commonly referred to as "insider trading" and is
      considered a possible violation of federal securities laws. As a guideline
      to help you avoid violations of these laws, you should always hold in
      strict confidence all material nonpublic information about Bay View and
      any of its customers and consult with Bay View's General Counsel before
      trading in Bay View stock. Similarly, if you have material nonpublic
      information about any other company that you acquired through your
      employment with Bay View, you should not trade in that company's stock
      until the information is made public.

   FAVORED TREATMENT AND FAIR COMPETITION

      Bay View and in some cases federal and state laws, prohibit bribes,
      kickbacks, extraordinary commissions or other means of obtaining favored
      treatment by government representatives, other businesses, vendors,
      customers or individuals. You must immediately report any such requests or
      approaches to your manager. Services selected by Bay View are chosen on
      the basis of qualifications, quality, service, price and benefit to the
      Company and not merely on personal or client relationships.

      You are expected to be fair and ethical in dealing with Bay View's
      competitors. Employees are prohibited from involving Bay View in
      arrangements with its competitors, which provide for setting or
      controlling of rates, prices or marketing policies. Making disparaging
      remarks regarding competitors is considered inappropriate, unethical and
      may be unlawful.


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   PERSONAL FINANCES

      Bay View's business, as a financial institution, depends on the confidence
      that our customers place in us. Although Bay View considers your personal
      finances to be private in most cases, it is important for all employees to
      manage their personal financial affairs in a manner consistent with this
      confidence.

      PERSONAL TRANSACTIONS

      You are not allowed to handle or approve your own transactions or those of
      any family member or transactions on accounts over which you have any
      ownership interest, control, signing authority or which would create a
      potential conflict of interest. Both monetary and non-monetary personal
      transactions, including payments, changes of address or limits, and fee
      waivers must be processed by another staff member. You can not request
      that an employee that you directly or indirectly supervise approve a
      personal transaction.

      BORROWING

      You may not borrow from or lend personal funds to current customers of Bay
      View, unless the customer is a recognized lending institution and the loan
      is made at the prevailing rate of interest and is free from favored
      treatment of any kind. You should also not borrow significant amounts of
      money from, or lend significant amounts of money to other Bay View
      employees who are in direct or indirect reporting, reviewing or auditing
      relationships with you.

      FIDUCIARY APPOINTMENTS

      You may act as an executor, trustee, guardian or in other fiduciary
      capacities only in those situations involving members of your immediate
      family. You may keep compensation received for fiduciary appointments and
      relationships with your family. You may not accept fees for serving as a
      co-fiduciary with Bay View on any account.

      WILLS, ESTATES OR TRUSTS

      You may witness a customer's will only if the customer's attorney is
      present. You may not accept an inheritance under a will from a customer,
      unless the customer is a member of your family. Any benefit from the
      estate or trust of a customer must be disclosed to and approved by Bay
      View's General Counsel.

PUBLIC AND MEDIA RELATIONS

      To ensure that confidential or proprietary information is not released to
      the media and to prevent potential misstatements or confusion, all media
      inquiries and contacts of any kind. In addition, if you write an article
      or story about Bay View for publication outside of the Company, the
      General Counsel must review it prior to publication.

CODE OF ETHICAL CONDUCT FOR SENIOR FINANCIAL OFFICERS

      Because Bay View's equity and debt securities are publicly traded, senior
      financial officers are held to an especially high set of ethical
      standards. Senior financial officers include the Chief Executive Officer,
      Chief Financial Officer, Controller or any person serving in an equivalent
      position. In addition to complying with the other provisions of this Code
      of Ethical Conduct, senior financial officers must establish procedures
      and


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      financial accounting controls that are appropriate to ensure the full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that the Company files with, or submits to, the Securities and
      Exchange Commission, the federal banking regulators and in other public
      communications made by the Company. Any employee supplying information or
      analyses known to be relied upon by a senior financial officer for
      inclusion in any report or communication supplied to the SEC, a federal
      bank regulator or the public shall certify in writing that, to the best of
      such employee's knowledge, such information is complete and accurate in
      all material respects. Senior financial officers shall also establish
      procedures that ensure that the business transactions of the Company are
      recorded on the Company's books in accordance with Generally Accepted
      Accounting Principles, established Company policy, and/or appropriate
      regulatory rules and guidelines, and otherwise ensure that the Company
      complies with applicable laws, rules and regulations. As with other
      provisions of this Code of Ethical Conduct, any employee who knows of or
      suspects a violation of these provisions must promptly report such
      violation to the on-site Human Resources Manager or General Counsel. Bay
      View will not retaliate against any employee for a good faith report of
      known or suspected violations. Any senior financial officer who does not
      comply with this code of ethical conduct will be subject to disciplinary
      action, up to and including termination of employment.

POLICY AGAINST HARASSMENT

      It is Bay View's policy and commitment to provide a work environment that
      is free from unlawful harassment based on race, color, national origin,
      ancestry, religion, creed, physical or mental disability, marital status,
      medical condition, sexual orientation, age or any other basis that is
      protected by federal, state or local law. Each employee is responsible for
      contributing to a professional and dignified workplace that is free from
      unlawful harassment.

      Harassment is defined as unwelcome or unsolicited verbal or physical
      conduct that creates an intimidating, hostile or offensive work
      environment; unreasonably interferes with an employee's job performance;
      or adversely affects the terms or conditions of employment or is used as a
      basis for employment decisions. Harassment can include a range of subtle
      and not so subtle behaviors and may involve individuals of the same or of
      different genders. It is not unlawful harassment for managers to enforce
      Bay View's policies or job performance and conduct standards in a
      consistent manner. Examples of harassment can be found in Bay View's
      policy against harassment set forth in the Employee Handbook. Employees
      are responsible for becoming familiar with and complying with Bay View's
      complete policy against harassment which is set forth in the Employee
      Handbook.

      Employees should report every instance of unlawful discrimination or
      harassment to their manager or the on-site Human Resources Manager. Bay
      View will then conduct a timely investigation and take appropriate
      corrective action if it is determined that prohibited conduct occurred.
      Bay View will not retaliate against employees for submitting a good faith
      report of discrimination or harassment or for cooperating with any
      investigation.

      Any employee who is found to have engaged in prohibited harassment is
      subject to corrective action, up to and including immediate termination
      from employment. In addition, any manager or supervisor who knew about the
      harassment and took no action


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      to stop it or failed to report it may be subject to corrective action up
      to and including immediate termination of employment.

USE OF COMPANY RESOURCES AND TECHNOLOGY

      The Company's technical resources - including fax machines, copiers,
      telephones, personal computers, Internet access, e-mail and voice mail -
      are provided to employees for use in the pursuit of Company business.
      However, Bay View also recognizes the need for employees to occasionally
      use these Company resources for personal reasons on a limited basis. If
      you have any doubt about the level of personal use that is permitted,
      please ask your manager or the on-site Human Resources Manager.

      The Company reserves the right to monitor electronic and voice messages,
      documents and systems. Any and all communications and files created,
      received or maintained using Company resources are considered Company
      property. The Company reserves the right to inspect or search its property
      at anytime, without the presence of any particular employee. Improper use
      of Company resources may result in corrective action. Employees are
      responsible for becoming familiar with and complying with the Company's
      Use of Company Resources and Technology policy as set forth in the
      Employee Handbook.


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