SECURITIES AND EXCHANGE COMMISSION

                                                Washington, D.C. 20549



                                                       FORM 8-K

                                                    CURRENT REPORT




                                          Pursuant to Section 13 or 15(d) of
                                         THE SECURITIES EXCHANGE ACT OF 1934


                                                    Date of Report
                                          (Date of earliest event reported)
                                                  September 19, 1996




                                                 BAY AREA BANCSHARES
                         (Exact name of registrant as specified in its charter)




                                                      CALIFORNIA
                                 (State or other jurisdiction of incorporation)

 2-76003                                                       94-2779021
(Commission File Number)                      (IRS Employer Identification No.)



                                      900 Veterans Blvd., Redwood City, CA 94063
                            (Address of principal executive offices) (zip code)

Registrant's Telephone Number, including area code: (415) 367-1600







Item 4.           Changes in Registrant's Certifying Accountant

(a)               (1) (i) Ernst & Young LLP, the Registrant's former independent
                  accountants, was dismissed on September 19, 1996.

         (ii)     Ernst & Young LLP's  report on the  financial  statements  for
                  both of the past two years  contained no adverse  opinion or a
                  disclaimer of opinion, and was not qualified or modified as to
                  uncertainty, audit scope or accounting principles.

         (iii)    The decision to change accountants was approved by the 
                  Registrant's Board of Directors.

         (iv)     During the two most  recent  fiscal  years and the  subsequent
                  interim   period   preceding  the  dismissal   there  were  no
                  disagreements  with the  former  accountant  on any  matter of
                  accounting   principles  or  practices,   financial  statement
                  disclosure,   or   auditing   scope   or   procedure,    which
                  disagreement,  if not resolved to the  satisfaction of Ernst &
                  Young  LLP  would  have  caused  it to make  reference  to the
                  subject  matter of the  disagreement  in connection  with this
                  report.

         (v)      During the two most  recent  fiscal  years and any  subsequent
                  interim   period   preceding  the  dismissal   there  were  no
                  notifications  by  Ernst & Young  LLP  that  the  Registrant's
                  internal   controls  were  not  reliable,   that  management's
                  representations  could not be relied  upon,  that  there was a
                  need to significantly  increase the scope of their audits,  or
                  that  information had been noted that  materially  impacts the
                  fairness or reliability of the financial statements.

(a) (2)           Coopers & Lybrand was engaged on September 19, 1996 as the 
                  Registrant's independent accountants.

Item 7.           Financial Statements and Exhibits

(c)      The required exhibit will be filed as an amendment to this report. 
         

        
                                                      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 hereunto duly authorized.


BAY AREA BANCSHARES
Registrant

Date:    September 19, 1996                                 


/s/Anthony J. Gould
- ------------------------ 
Anthony J. Gould
Senior Vice President and
Chief Financial Officer