Exhibit 99.1
- ------------

January 29, 2002

FOR IMMEDIATE RELEASE
- ---------------------


                      MONTEREY BAY BANCORP, INC. ANNOUNCES:
                  FOURTH QUARTER AND FISCAL YEAR 2001 RESULTS;
                  DATE FOR 2002 ANNUAL MEETING OF STOCKHOLDERS;
        RECORD DATE FOR VOTING AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS

                                                      Common Stock Symbol:  MBBC
                                                          NASDAQ National Market

         Watsonville,   CA.  January  29,  2002.  Monterey  Bay  Bancorp,   Inc.
("Company"),  the holding company for Monterey Bay Bank ("Bank"), today reported
net income of $1.14 million, equivalent to $0.33 diluted earnings per share, for
the fourth  quarter  ended  December  31,  2001,  compared to net income of $709
thousand,  or $0.22 diluted earnings per share, for the same period in 2000. Net
income for the third quarter ended September 30, 2001 (the immediately preceding
quarter) was $1.06 million, equivalent to $0.31 diluted earnings per share.

         For the year ended  December  31, 2001,  net income was $3.75  million,
equivalent to $1.12 diluted  earnings per share.  This compares to net income of
$2.52 million, or $0.81 diluted earnings per share, for the year 2000. The $3.75
million  in 2001 net  income  was the  highest  annual  level  in the  Company's
history.  Return on average stockholders' equity increased from 6.24% in 2000 to
7.94% in 2001.

         During  the  fourth  quarter  of  2001,   the  Company   continued  the
implementation  of its strategic plan of transforming  the Bank into a community
focused  commercial bank serving the financial needs of consumers and businesses
throughout the Greater Monterey Bay Area. Key accomplishments  during the fourth
quarter of 2001 included:

         o        the continued  expansion of the Company's  commercial  banking
                  business

         o        the hiring of a new Director of  Information  Technology  with
                  over 20 years of banking experience

         o        several other key hires,  including an  additional  investment
                  sales representative with extensive local experience and a new
                  branch sales manager with longstanding ties to the communities
                  served by the Bank

         o        the ongoing implementation of technology  complementary to the
                  new core processing system installed in March 2001

         o        the  attainment  of  record  levels  of total  assets,  loans,
                  deposits, and stockholder's equity at December 31, 2001

         o        the  attraction  of several new market makers to the Company's
                  common stock

In addition, the $1.14 million in earnings during the fourth quarter of 2001 was
the highest of any quarter in the Company's history.


                                       5



Monterey Bay Bancorp, Inc.                                                Page 2
Press Release
January 29, 2002


         The Company's 2001 net income was impacted by (pre-tax) operating costs
for the conversion of the Company's core data processing  system ($447 thousand)
and legal and other expenses  associated  with the now concluded  arbitration of
claims by a former executive ($284 thousand).  Neither of these factors impacted
the Company's results for the fourth quarter of 2001.

         Net  interest  income  increased  from $4.5  million and $18.0  million
during the fourth quarter and the year 2000,  respectively,  to $5.2 million and
$19.7 million  during the same periods in 2001 due to both expanded  spreads and
greater  average  balances  of  interest  earning  assets and  liabilities.  The
Company's  ratio of net  interest  income to average  total assets was 3.92% and
3.83% for the fourth quarter and year ended December 31, 2001, compared to 3.76%
and 3.79% during the same periods in 2000. The increased spreads in part stemmed
from the Bank's continued implementation of its strategic plan to transform a 76
year old savings & loan into a community focused commercial bank.

         The ratio of net interest income to average total assets increased from
3.79%  during the third  quarter of 2001 to 3.92%  during the fourth  quarter of
2001 despite the  Company's  difficulty in  decreasing  NOW and Savings  deposit
rates at the same pace as the declines in indices  utilized for adjustable  rate
loans.  The Company's NOW and Savings  deposit rates were already at low nominal
levels  before the  significant  interest rate cuts  implemented  by the Federal
Reserve  throughout  2001. The Company has moderated the impact of these factors
in 2001  through  its  proactive  asset /  liability  management  program and an
increase in the ratio of net loans to total assets.

         The Company  recorded a $325 thousand  provision for loan losses during
the fourth quarter of 2001, down from $500 thousand during the fourth quarter of
2000.  For the full year 2001,  the Company  recorded $1.4 million in provisions
for loan  losses,  compared  to $2.2  million  during the year  2000.  Loan loss
provisions during 2001 were lower than those for the prior year due to:

o        a lower level of net charge-offs in 2001 versus 2000

o        a decreased  amount of classified loans at December 31, 2001 versus the
         prior year end

o        a reduced concentration of relatively higher risk construction and land
         loans in 2001 versus 2000

o        the reduction in specific  reserves of $600 thousand  associated with a
         commercial  real estate  construction  loan that was  collected in full
         during the second quarter of 2001

o        an increased  concentration  of relatively  lower risk  residential and
         multifamily mortgages in 2001 versus 2000

The above  factors  more than  offset  the  impact of a larger  loan  portfolio,
including growth in commercial business loans outstanding,  which increased from
$3.1  million at  December  31,  2000 to $8.8  million  at  December  31,  2001.
Continued expansion of this portfolio is central to the Company's strategic plan
of more  completely  meeting  the  financial  needs of local  businesses  in the
Greater Monterey Bay Area.


                                       6



Monterey Bay Bancorp, Inc.                                                Page 3
Press Release
January 29, 2002


         Non-accrual loans at December 31, 2001 totaled $2.3 million,  down from
$4.7 million at December 31, 2000.  The payoff in full on two large  non-accrual
loans  in  April  2001  accounted  for most of the  decline.  Non-accrual  loans
increased, however, from $1.0 million at September 30, 2001 primarily due to the
change in status of two loans. One of these loans is a residential mortgage with
a principal  balance of $845  thousand and the other loan is a  commercial  real
estate mortgage with a principal balance of $851 thousand. The Company is in the
process of foreclosing on the underlying real estate  collateral for both loans.
Based upon a review of  comparable  recent market  sales,  the Company,  at this
time,  does not  anticipate  incurring a loss on either of these two loans.  The
Company had no foreclosed real estate at December 31, 2001.

         The  Company's  ratio  of  loan  loss  reserves  to  loans  outstanding
increased  from 1.35% at December  31, 2000 to 1.41% at December  31,  2001.  No
recoveries were realized during 2001, and charge-offs during the year, primarily
comprised of commercial business loans, totaled $99 thousand, approximately half
of which occurred during the fourth quarter.

         During the fourth  quarter of 2001,  the Company  increased its formula
general  valuation  reserve  factors for hotel / motel real estate loans and its
"Business  Express" small business loans due to the Company's estimate of a rise
in the inherent loss present in these portfolios.  The general valuation reserve
factor was  increased  for hotel / motel  loans due to the  particular  economic
difficulties  being  experienced by the hospitality  industry  stemming from the
national recession and reduced personal and business travel following  September
11, 2001.  At December 31, 2001,  the Company had $30.8 million in hotel / motel
loans  outstanding.   The  Company's  Business  Express  portfolio   experienced
historically  high charge-off rates in 2001, in part stemming from the nature of
these  loans,  which  were  extended  to  smaller  and  less  established  local
businesses.  These businesses often have less financial strength than larger and
/ or more established business, and thus have been  disproportionately  affected
by the US  economic  recession.  At  December  31,  2001,  the  Company had $543
thousand of Business Express loans outstanding.

         The special  residential  loan pool that the Company  purchased in 1998
has paid down  significantly  in 2001.  This  pool is  comprised  of loans  that
present a borrower  credit  profile  and / or a loan to value  ratio  outside of
(less favorable than) the Company's normal  underwriting  criteria.  To mitigate
the credit  risk for this  portfolio,  the  Company  obtained,  at  purchase,  a
scheduled  principal / scheduled  interest  loan  servicing  agreement  from the
seller.  This  agreement  also  contains a guaranty  by the seller to absorb any
principal  losses on the  portfolio in exchange for the seller's  retention of a
portion of the loans' yield through loan  servicing  fees.  While the seller has
met all its  contractual  obligations  through January 20, 2002, the Company has
allocated certain reserves to this pool due to concerns  regarding the potential
losses by the seller in honoring the guaranty,  the present  delinquency profile
of the pool, and the  differential  between loan principal  balances and current
appraisals for  foreclosed  loans and loans in the process of  foreclosure.  The
original balance of the special residential loan pool in 1998 was $40.0 million,
which was paid down to $5.6 million at December 31, 2001. In January  2002,  the
Company received  approximately $528 thousand in additional principal repayments
associated with December activity.


                                       7



Monterey Bay Bancorp, Inc.                                                Page 4
Press Release
January 29, 2002


         Non-interest  income totaled $538 thousand during the fourth quarter of
2001,  down from $626 thousand  during the same period in 2000. This decline was
due to the impact of lower commissions from sales of non-FDIC insured investment
products and reduced gains on security sales more than  offsetting the effect of
increased  customer  service  charges and higher mortgage  banking  income.  The
Company  did not sell any  securities  during  the fourth  quarter of 2001,  and
reinvested  principal  payments  received on mortgage  related  securities  into
limited  duration US Agency  mortgage  related  securities  in order to maintain
minimum collateral requirements for various deposits.

         Non-interest  income totaled $2.6 million in 2001,  comparing favorably
to $2.3 million in 2000. The Company  recorded $190 thousand in pre-tax gains on
security  sales in 2001,  versus a pre-tax loss of $55 thousand  during 2000. As
discussed  below,  customer  service  charges and mortgage  banking  income also
increased in 2001 versus the prior year, offset by reduced loan servicing income
and decreased commissions from sales of non-FDIC insured investments.

         Service  charge income rose from $357 thousand and $1.3 million  during
the fourth  quarter and the year 2000 to $405  thousand and $1.7 million  during
the same periods in 2001. This increase  primarily resulted from the revised fee
and service charge schedule  implemented with the new core processing  system in
March, 2001.

         Loan servicing income totaled $24 thousand and $101 thousand during the
three and twelve  months ended  December 31, 2001,  compared to $28 thousand and
$118 thousand during the same periods in 2000. The Company continues to sell the
vast majority of its long term,  fixed rate residential loan production into the
secondary  market on a servicing  released basis. As a result,  the portfolio of
loans  serviced  for others is declining as loans pay off. At December 31, 2001,
the  Company  serviced  $42.6  million  in  various  types  of loans  for  other
investors, compared to $62.0 million at December 31, 2000.

         Commissions  from sale of  non-FDIC  insured  investments  totaled  $22
thousand and $244 thousand during the fourth quarter and year ended December 31,
2001,  compared to $142  thousand and $676  thousand  during the same periods in
2000.  Less favorable  general  capital market  conditions and investment  staff
turnover contributed to the lower revenues in 2001 versus 2000.

         Gains on the sale of loans  increased from $8 thousand and $23 thousand
during the fourth  quarter and year ended  December 31, 2000 to $41 thousand and
$88  thousand  during  the  same  periods  in  2001.  The  lower  interest  rate
environment  in 2001  resulting  from the eleven  rate cuts  implemented  by the
Federal Reserve led to a strong residential loan refinance market, which in turn
has bolstered  the  Company's  mortgage  banking  activity.  The $41 thousand in
mortgage  banking income during the three months ended December 31, 2001 was the
highest quarterly result in the Company's history.

         Non-interest  expense  totaled $3.4  million and $14.4  million for the
fourth  quarter and year ended  December 31, 2001,  compared to $3.4 million and
$13.7 million for the same periods in 2000. Total  non-interest  expense in 2001
was increased by costs for the data  processing  conversion  ($447 thousand) and
legal and other expenses  associated  with the arbitration of claims by a former
executive  ($284  thousand).  As  previously  announced,   the  arbitration  was
concluded during the fourth quarter of 2001 with no additional  financial impact
to the Company beyond that recorded through September 30, 2001.


                                       8



Monterey Bay Bancorp, Inc.                                                Page 5
Press Release
January 29, 2002


         Throughout  2001,  the Company has adjusted its staffing to advance the
strategic  plan,  primarily  through the hiring of commercial  loan officers and
professional  bankers.  Staffing  has  also  increased  in the  data  processing
function, coincident with the Company's shifting from an external service bureau
to in-house data  processing.  The change in the Company's  systems  environment
also impacted various other operating  expenses.  Data processing fees were much
lower in 2001 versus 2000,  while equipment  expense was higher due to the added
depreciation from the new hardware and software installed in 2001.

         Costs for the data processing  conversion included deconversion fees to
the prior service  bureau,  printing and postage costs for  additional  customer
communications,  employee  training and travel costs,  and  consulting  fees for
technology professionals retained to assist with and speed the implementation of
the new system.

         Compensation  and employee  benefit  costs were also  increased in 2001
versus 2000 for payments  under  certain  incentive  compensation  plans.  These
expenses  rose in 2001 in  conjunction  with the  Company's  improved  financial
performance.  Costs  for the  Bank's  employee  stock  ownership  plan  ("ESOP")
increased  in 2001 versus 2000 because of the higher  average  price of Monterey
Bay Bancorp, Inc. common stock.

         Advertising  and  promotion  costs  totaled $108 thousand in the fourth
quarter  of  2001,  up from  $78  thousand  during  the  same  period  in  2000.
Advertising  during the fourth  quarter of 2001  included  local  radio ads that
focused on attracting business customers through the communication of the Bank's
"relationship  banking" approach to customer service. The Bank also continued to
promote its 2001 theme of "Monterey  Bay Bank.  Expect More.  Get The Best." For
the year 2001,  advertising  and promotion  costs were $249 thousand,  down from
$361 thousand in 2000 primarily due to the Company's  reducing certain marketing
efforts early in 2001 while the core processing conversion was being completed.

         Total assets  increased  from $486.2  million at December 31, 2000 to a
record $537.4 million at December 31, 2001.

         Cash & cash  equivalents  decreased  from $25.2 million at December 31,
2000 to $13.1  million at  December  31,  2001 due to the  Company's  using cash
equivalents to fund an expansion in the loan portfolio.

         Investment and mortgage backed securities  decreased from $50.3 million
at December 31, 2000 to $37.9  million at December 31,  2001.  During 2001,  the
Company has utilized  cash flows from sales and  principal  payments on mortgage
related securities to fund an increase in the loan portfolio.

         Loans held for sale  totaled $713  thousand at December  31, 2001.  The
Company sells most of its long term, fixed rate residential  mortgage production
into the secondary  market on a servicing  released  basis,  and purchases  more
interest  rate  sensitive  loans as part of its  interest  rate risk  management
program.

         Loans  held for  investment,  net,  increased  from  $391.8  million at
December 31, 2000 to a record $465.9  million at December 31, 2001. The increase
resulted from a combination of strong internal loan  originations  and from pool
purchases  of various  types of  California  real estate  loans.  Net loans as a
percentage of total assets increased from 80.6% at December 31, 2000 to 86.8% at
December 31, 2001, in conjunction with the Company's  strategy of supporting its
interest  margin,  fostering  economic  activity in its local  communities,  and
effectively utilizing the Bank's capital.


                                        9



Monterey Bay Bancorp, Inc.                                                Page 6
Press Release
January 29, 2002


         While just 1.8% of gross loans  outstanding  at December 31, 2001,  the
Company's  commercial business lending gained momentum during the fourth quarter
of 2001, ending the year with a record loan pipeline. The new commercial banking
relationship  officers  hired  during  2001 had a positive  impact in the fourth
quarter of the year,  generating  a rise in deposit  balances in addition to the
expansion in the business loan portfolio.

         Premises and  equipment,  net,  increased from $7.4 million at December
31, 2000 to $7.6  million at December  31, 2001  primarily  due to hardware  and
software purchases in support of the new core processing system.

         Deposits increased from $407.8 million at December 31, 2000 to a record
$432.3  million at December 31, 2001. The Company  experienced  strong growth in
money market  deposits during the fourth quarter of 2001 due to a combination of
sales and marketing focus and the historically  low interest rate  environment's
leading  certain  customers to delay  committing  funds to term  certificates of
deposit.  Deposit  growth  during  the  fourth  quarter  of 2001  was,  however,
restrained  by  certain  competitors  that  conducted   aggressive   promotional
campaigns.

         The Company  continues to focus on attracting new  transaction  deposit
accounts in conjunction  with its strategic plan, with the additional  objective
of  continuing  to reduce the  percentage  of the  deposit  mix  represented  by
relatively higher cost certificates of deposit. Certificates of deposit declined
from 60.0% of total  deposits at December 31, 2000 to 56.4% of total deposits at
December 31, 2001.

         The  Company's  ratio of net loans to deposits  was 107.92% at December
31, 2001. In 2002, the Company intends to actively manage this ratio by:

o        introducing  new  deposit  products  and  related  services,  including
         Internet banking for businesses

o        modifying staff incentive  programs to more strongly focus on expanding
         deposit relationships

o        pursuing opportunities for additional branch locations

o        directing a higher  percentage of the advertising and promotion  budget
         to deposit generation

         Borrowings  increased  from $32.6 million at December 31, 2000 to $53.8
million at December 31, 2001. During 2001, the Company has utilized Federal Home
Loan Bank ("FHLB") advances to fund some of the expansion in the loan portfolio.
All of the Company's  FHLB advances at December 31, 2001 were fixed rate,  fixed
term borrowings  without call or put option features.  During the fourth quarter
of 2001,  the Company  prepaid  $10.0  million in FHLB advances due in the first
quarter  of  2002 in  order  to  extend  the  term  structure  of  that  debt in
conjunction with the Company's asset / liability management program.

         Monterey  Bay Bank  continues to be in the highest  regulatory  capital
classification  of "Well  Capitalized",  with capital  levels  significantly  in
excess of regulatory requirements.


                                       10



Monterey Bay Bancorp, Inc.                                                Page 7
Press Release
January 29, 2002


         Consolidated  stockholders'  equity  increased  from  $43.8  million at
December  31,  2000 to a record  $50.2  million at  December  31,  2001 due to a
combination of:

o        net income

o        continued amortization of deferred stock compensation

o        Directors receiving their fees in Company stock

o        appreciation in the portfolio of securities classified as available for
         sale

o        the exercise of vested stock options

In addition,  during the fourth quarter of 2001, the Company's  Chief  Executive
Officer and Chief Financial Officer elected to receive  significant  portions of
their 2001 incentive compensation in Company common stock rather than cash.

         The Company did not conduct any share repurchases during 2001. However,
as previously  announced  during the fourth quarter of 2001, the Company's Board
of  Directors  has  authorized a 114,035  share stock  repurchase  program.  The
Company's  tangible book value per share  increased  from $12.54 at December 31,
2000 to a record $14.08 at December 31, 2001.

         The 2002 annual  meeting of  stockholders  will take place on Thursday,
May 23,  2002  at  9:00 AM  Pacific  Time  at the  Watsonville  Women's  Club in
Watsonville,  California.  All stockholders are cordially invited to attend. The
Board of Directors has established Monday, March 25, 2002 as the Record Date for
voting at the 2002 annual meeting of stockholders.

         In reviewing the most recent quarter,  C. Edward Holden,  the Company's
Chief Executive Officer and President, commented, "The Company realized five key
accomplishments this quarter.  First, we continued  implementing our strategy of
transforming  the Bank into a community based financial  services firm.  Second,
the Company  generated  improved  profitability  versus prior periods,  although
still trailing high performing peer institutions in various  financial  measures
including return on average  stockholders'  equity and efficiency ratio.  Third,
the Company maintained a favorable credit profile, which we view as particularly
important  during a national  recession.  Fourth,  we achieved  record levels of
loans, assets, deposits, and stockholder's equity; fueled by our focused efforts
to meet the financial needs of individuals,  families, and businesses throughout
the Greater  Monterey Bay Area.  Fifth, and finally,  we took several  proactive
steps to augment  stockholder  value,  including adding additional market makers
for the Company's common stock,  increasing the use of stock based  compensation
in lieu of cash compensation,  announcing a stock repurchase authorization,  and
pursuing an enhanced investment banking  relationship in order to better support
and respond to our stockholders."


                                       11



Monterey Bay Bancorp, Inc.                                                Page 8
Press Release
January 29, 2002


         Mr. Holden  continued,  "Our objectives for 2002 include  continuing to
better utilize the  significant  new technology  implemented at the Company this
year,  further expanding  commercial  business lending,  increasing the scope of
electronic  financial services offered,  and evaluating  potential new sites for
branches in our local market area and loan production offices in California.  We
want to expand with our local  communities  and  encourage  growth  within those
communities by assisting our customers in achieving their financial  objectives.
We begin the new year with the Company  presenting an improved financial profile
versus  prior years,  a favorable  pipeline of potential  new  business,  and an
enhanced  employee roster.  While my enthusiasm for the Company remains vibrant,
my outlook must of course be tempered by the potential  impacts of an economy in
recession,  higher levels of unemployment,  and continued business issues in the
technology  sector which  represents  an important  component of the  California
economy.  We  continue  to feel that the best  approach in this type of economic
environment  is the  one  core  to our  business  strategy:  fostering  quality,
longstanding relationships with our customers."

         McKenzie Moss, Chairman of the Board of Directors, commented "The Board
of Directors is pleased with the  significant  rise in the price of Monterey Bay
Bancorp's  common  stock  during  2001,  encompassing  a shift from trading at a
discount  to tangible  book value per share to trading at a premium,  even as we
generated a strong  increase in tangible book value.  The Board  appreciates the
support of individual  and  institutional  investors who have made the effort to
understand  the  strategic  transformation  occurring at the Company.  We remain
focused  on  stockholder  value,  a focus  demonstrated  by both the  Directors'
continuing to receive  retainer fees in Company stock and by the numerous  share
purchases by Directors and Officers throughout 2001. The Directors are active in
their  support of the Company  through the  referral of new  business  and their
communication of appreciation for existing customers.  We plan to continue these
efforts in 2002,  thereby  advancing the Company's  strategic plan and achieving
our key goal of enhancing stockholder value."

         The  Company's  common  stock is listed on the NASDAQ  National  Market
under  the  symbol  "MBBC".  The  Company  and the  Bank  are  headquartered  in
Watsonville, California. The Bank operates through its administrative offices in
Watsonville and eight full service  branches located in the Greater Monterey Bay
Area of Central  California.  The Bank operates 11 ATM's including two at remote
(non-branch) sites. The Bank also offers customer access via bilingual telephone
banking,  Internet banking, and worldwide ATM networks.  The Bank's deposits are
insured by the Federal Deposit Insurance  Corporation ("FDIC") up to the maximum
allowed by law.


                                       12



Monterey Bay Bancorp, Inc.                                                Page 9
Press Release
January 29, 2002


         This news release contains certain forward-looking  statements that are
subject to various factors that could cause actual results to differ  materially
from  such  statements.  Such  factors  include,  but are not  limited  to,  the
economic,  business,  and real estate market  conditions in the Company's market
areas,  competition,  regulatory actions,  the possibility that the Company will
not be successful in achieving its strategic  objectives,  actions by investment
banking firms and significant stockholders, the performance and contributions of
new  employees,  expected  loan  payments  and  future  collateral  values,  the
successful future utilization and efficacy of new technology, the impact of past
and potential future terrorist  actions upon consumer  confidence,  income,  and
spending, and other factors discussed in documents filed by the Company with the
Securities  and  Exchange  Commission  from time to time.  The Company  does not
undertake,   and   specifically   disclaims  any   obligation,   to  update  any
forward-looking  statements to reflect  occurrences or  unanticipated  events or
circumstances after the date of such statements.


                        For further information contact:


C. Edward Holden                                 Mark R. Andino
Chief Executive Officer              or          Chief Financial Officer
President                                        Treasurer
(831) 768 - 4840                                 (831) 768 - 4806
ed.holden@montereybaybank.com                    mark.andino@montereybaybank.com



                             General communication:

                            INFO@MONTEREYBAYBANK.COM

                             www.montereybaybank.com

                             Phone: (831) 768 - 4800

                              Fax: (831) 722 - 6794


                         --- financial data follows ---


                                       13





                                           MONTEREY BAY BANCORP, INC.
                                                 (NASDAQ: MBBC)
                                        Consolidated Financial Highlights
                                                    Unaudited
                                             (Dollars In Thousands)



                                                                             December 31,          December 31,
Financial Condition Data                                                             2001                  2000
- ------------------------------------------------------------                    ---------             ---------
                                                                                                
Cash and cash equivalents                                                       $  13,079             $  25,159
Investment and mortgage backed securities available for sale                       37,944                50,310

Loans held for sale                                                                   713                    --

Loans receivable held for investment:
      Residential one to four unit real estate loans                              204,829               160,155
      Multifamily five or more units real estate loans                            103,854                76,727
      Commercial and industrial real estate loans                                 109,988               102,322
      Construction loans                                                           38,522                59,052
      Land loans                                                                   11,924                16,310
      Other loans                                                                  15,823                 9,379
                                                                                ---------             ---------

   Sub-total gross loans held for investment                                      484,940               423,945

   (Less) / Plus:
      Undisbursed construction loan funds                                         (12,621)              (26,580)
      Unamortized purchase premiums, net of purchase discounts                        435                    21
      Deferred loan fees and costs, net                                              (202)                 (202)
      Allowance for loan losses                                                    (6,665)               (5,364)
                                                                                ---------             ---------

Loans receivable held for investment, net                                         465,887               391,820

Investment in capital stock of the Federal Home Loan Bank                           2,998                 2,884
Accrued interest receivable                                                         2,915                 2,901
Premises and equipment, net                                                         7,618                 7,375
Core deposit intangibles, net                                                       1,514                 2,195
Real estate acquired via foreclosure, net                                              --                    --
Other assets                                                                        4,723                 3,546
                                                                                ---------             ---------

Total assets                                                                    $ 537,391             $ 486,190
                                                                                =========             =========


Non-interest bearing demand deposits                                             $ 21,062              $ 17,065
Interest bearing NOW checking accounts                                             42,557                41,859
Savings accounts                                                                   19,127                16,503
Money market accounts                                                             105,828                87,651
Certificates of deposit                                                           243,765               244,710
                                                                                ---------             ---------

Total deposits                                                                    432,339               407,788
Borrowings                                                                         53,800                32,582
Other liabilities                                                                   1,090                 1,983
                                                                                ---------             ---------

Total liabilities                                                                 487,229               442,353
                                                                                ---------             ---------

Stockholders' equity                                                               50,162                43,837
                                                                                ---------             ---------

Total liabilities and stockholders' equity                                      $ 537,391             $ 486,190
                                                                                =========             =========



                                                       14




                                                  MONTEREY BAY BANCORP, INC.
                                                        (NASDAQ: MBBC)
                                         Consolidated Financial Highlights, Continued
                                                           Unaudited
                                        (Dollars In Thousands Except Per Share Amounts)



                                                                        Three Months Ended                Twelve Months Ended
                                                                              December 31,                       December 31,
                                                              ----------------------------         --------------------------
Operating Data                                                     2001               2000              2001             2000
- ----------------------------------------------------          ---------          ---------         ---------        ---------
                                                                                                        
Interest income                                               $   9,267          $   9,782         $  38,731        $  37,757
Interest expense                                                  4,066              5,246            18,990           19,777
                                                              ---------          ---------         ---------        ---------

Net interest income before provision for loan losses              5,201              4,536            19,741           17,980
Provision for loan losses                                           325                500             1,400            2,175
                                                              ---------          ---------         ---------        ---------

Net interest income after provision for loan losses               4,876              4,036            18,341           15,805
                                                              ---------          ---------         ---------        ---------

Non-interest income:
     Gain (loss) on sale of securities, net                          --                 22               190              (55)
     Commissions from sales of non-insured products                  22                142               244              676
     Customer service charges                                       405                357             1,688            1,306
     Income from loan servicing                                      24                 28               101              118
     Gain on sale of loans                                           41                  8                88               23
     Other income                                                    46                 69               255              272
                                                              ---------          ---------         ---------        ---------

Total non-interest income                                           538                626             2,566            2,340
                                                              ---------          ---------         ---------        ---------

Non-interest expense:
     Compensation and employee benefits                           1,805              1,578             6,857            6,569
     Occupancy and equipment                                        430                318             1,652            1,278
     Deposit insurance premiums                                      50                 48               198              188
     Data processing fees                                           131                305               876            1,142
     Legal and accounting expenses                                  138                172               863              661
     Supplies, postage, telephone, and office                       152                157               663              679
       expenses
     Advertising and promotion                                      108                 78               249              361
     Amortization of intangible assets                              170                199               681              723
     Other expense                                                  436                563             2,330            2,075
                                                              ---------          ---------         ---------        ---------

Total non-interest expense                                        3,420              3,418            14,369           13,676
                                                              ---------          ---------         ---------        ---------

Income before income taxes                                        1,994              1,244             6,538            4,469
Provision for income taxes                                          851                535             2,787            1,946
                                                              ---------          ---------         ---------        ---------

Net income                                                    $   1,143          $     709         $   3,751        $   2,523
                                                              =========          =========         =========        =========

Shares applicable to basic earnings per share                 3,318,113          3,129,897         3,275,303        3,110,910
Basic earnings per share                                      $    0.34          $    0.23         $    1.15        $    0.81
                                                              =========          =========         =========        =========

Shares applicable to diluted earnings per share               3,412,222          3,163,182         3,343,233        3,123,552
Diluted earnings per share                                    $    0.33          $    0.22         $    1.12        $    0.81
                                                              =========          =========         =========        =========



                                                              15




                                                  MONTEREY BAY BANCORP, INC.
                                                        (NASDAQ: MBBC)
                                                Selected Ratios And Other Data
                                                           Unaudited
                                        (Dollars In Thousands Except Per Share Amounts)


                                                    Three Months Ended December 31,            Twelve Months Ended December 31,
                                                    -------------------------------            --------------------------------
                                                          2001                 2000                   2001                 2000
                                                          ----                 ----                   ----                 ----
                                                                                                              
Profitability Ratios [1]
- ------------------------------------------

Return on average assets                                  0.86%                0.59%                  0.73%                0.53%
Return on average equity                                  9.17%                6.81%                  7.94%                6.24%
Interest rate spread during the period                    3.79%                3.50%                  3.67%                3.54%
Net interest income / average total                       3.92%                3.76%                  3.83%                3.79%
assets
Net interest margin                                       4.12%                3.92%                  4.04%                3.96%
Efficiency ratio                                         59.59%               66.21%                 64.41%               67.30%


Other Information
- ------------------------------------------
Average total assets                                 $ 531,389            $ 482,368              $ 515,351            $ 474,487
Average interest earning assets                      $ 505,110            $ 462,276              $ 488,796            $ 454,096





                                                  December 31,         December 31,
                                                          2001                 2000
                                                          ----                 ----
                                                                    
Asset Quality Information
- ------------------------------------------

Non-accrual loans                                    $   2,252            $   4,666
Non-performing loans                                 $   2,252            $   4,741
Real estate acquired via foreclosure                        --                   --
Allowance for loan losses                            $   6,665            $   5,364

Allowance for loan losses /
     loans outstanding                                    1.41%                1.35%
Allowance for loan losses /
     non-accrual loans                                  295.96%              114.96%


Bank Regulatory Capital Ratios
- ------------------------------------------

Tangible capital ratio                                    8.24%                8.03%
Core capital ratio                                        8.24%                8.03%
Tier one risk based capital ratio                        11.38%               11.03%
Total risk based capital ratio                           12.64%               12.28%


Other Information
- ------------------------------------------

Full-service customer facilities                             8                    8
Number of ATM's                                             11                   11
Loan to deposit ratio                                   107.92%               96.08%
Tangible book value per share                        $   14.08            $   12.54
Shares outstanding                                   3,456,097            3,321,210

- ------------------------------------------
<FN>
[1]  All applicable quarterly ratios reflect annualized figures.
</FN>



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