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UNITED STATES

FORM 10-Q

For the quarterly period ended June 30, 2002

OR

For the transition period from______to_____
Commission file number 001-14879

BAY VIEW CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

1840 Gateway Drive, San Mateo, California 94404
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (650) 312-7200

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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

     Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

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FORM 10-Q
INDEX

BAY VIEW CAPITAL CORPORATION

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Forward-Looking Statements

     This Form 10-Q contains forward-looking statements which describe our future plans, strategies and expectations. All forward-looking statements are based on assumptions and involve risks and uncertainties, many of which are beyond our control and may cause our actual results, performance or achievements to differ materially from those that we anticipate. Factors that might affect forward-looking statements include, among other things:

•		our ability to remain in compliance with written regulatory agreements with government agencies;
•		the demand for our products;
•		actions taken by our competitors;
•		tax rate changes, new tax laws and revised tax law interpretations;
•		adverse changes occurring in the securities markets;
•		inflation and changes in prevailing interest rates that reduce our margins or the fair value of the financial instruments we hold;
•		economic or business conditions, either nationally or in our market areas, that are worse than we expect;
•		legislative or regulatory changes that adversely affect our business;
•		the timing, impact and other uncertainties of our asset sales or securitizations;
•		technological changes that are more difficult or expensive than we expect;
•		increases in delinquencies and defaults by our borrowers and other loan delinquencies;
•		increases in our provision for losses on loans and leases;
•		our inability to sustain or improve the performance of our subsidiaries;
•		our inability to achieve the financial goals in our strategic plans, including any financial goals related to both contemplated and consummated asset and deposit sales or acquisitions;
•		the outcome of lawsuits or regulatory disputes;
•		credit and other risks of lending, leasing and investment activities; and
•		our inability to use the net operating loss carryforwards and other net deferred tax assets that we currently have.

     Certain risk factors exist in connection with the transactions with Washington Mutual and U.S. Bank and our plan of dissolution and stockholder liquidity as further discussed in Note 13 to the Financial Statements and the Strategic Overview section of Management's Discussion and Analysis of Financial Condition and Results of Operations. The risk factors include:

•		the possibility of not making any distributions to our stockholders, if our plan of dissolution and stockholder liquidity is not authorized at the special stockholder meeting, unless and until we enter into an agreement regarding another transaction that would provide a source of funds for stockholder liquidity;
•		the possibility of not proceeding with our plan of dissolution and stockholder liquidity if the sale of our retail banking assets to U.S. Bank does not close;
•		the possibility of not being able to close the sale of our retail banking assets to U.S. Bank if we cannot consummate other asset transactions resulting in proceeds of not less than approximately $1.3 billion;
•		the uncertainty of the amount we ultimately distribute to our stockholders; and
•		possible stockholder liability if we make stockholder distributions but do not establish adequate reserves for all of our expenses and liabilities as part of our liquidation.

     As a result of the above, we cannot assure you that our future results of operations or financial condition or any other matters will be consistent with those presented in any forward-looking statements. Accordingly, we caution you not to rely on these forward-looking statements. We do not undertake, and specifically disclaim any obligation, to update these forward-looking statements, which speak only as of the date made.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)