September 30, 1996 Securities Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentleman: We have read Item 4 of Form 8-K dated September 19, 1996, of Bay Area Bancshares and are in agreement with the statements contained in Item 4(a)(1) (i),(ii),(iii),(iv) and (v) on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/Ernst & Young LLP Ernst & Young LLP