EXHIBIT INDEX


Exhibit Number                      Exhibit
- --------------                      -------

Exhibit 99.1                        Press Release Dated October 21, 2002


                                       4





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

October 21, 2002

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

                      MONTEREY BAY BANCORP, INC. ANNOUNCES:
            THIRD QUARTER AND SEPTEMBER 30 YEAR TO DATE 2002 RESULTS;
          RECORD LEVELS OF INCOME, ASSETS, LOANS, DEPOSITS, AND EQUITY

                                                      Common Stock Symbol:  MBBC
                                                          NASDAQ National Market


         Watsonville,   CA.  October  21,  2002.  Monterey  Bay  Bancorp,   Inc.
("Company"),  the holding company for Monterey Bay Bank ("Bank"), today reported
record net income of $1.47  million,  equivalent to $0.42  diluted  earnings per
share, for the quarter ended September 30, 2002, compared to net income of $1.06
million,  or $0.31 diluted  earnings per share, for the same period in 2001. Net
income  during  the  quarter  ended  June 30,  2002 (the  immediately  preceding
quarter) was $1.35 million, equivalent to $0.38 diluted earnings per share.

         For the nine months  ended  September  30,  2002,  net income was $4.02
million,  equivalent to $1.15 diluted  earnings per share.  This compares to net
income of $2.61 million, or $0.79 diluted earnings per share, for the first nine
months of 2001.  The 54.1%  increase  in net income for the first nine months of
2002  compared  to the  same  period  in 2001  primarily  resulted  from two key
factors:

     o    the  continued  implementation  of the  Company's  strategic  plan  to
          transform the Bank into a community commercial bank

     o    during the first nine  months of 2001,  the Company  incurred  pre-tax
          operating  costs of $447 thousand for the  conversion of the core data
          processing system and $284 thousand for legal expenses associated with
          the arbitration of claims by a former executive

         The third  quarter of 2002  earnings were the highest of any quarter in
the  Company's  history.  Annualized  return  on  average  stockholders'  equity
improved  from 8.76% during the third quarter of 2001 to 10.73% during the third
quarter of 2002. At September 30, 2002,  the Company had record levels of loans,
assets,  deposits,  and  stockholders'  equity.  Tangible  book  value per share
increased from $14.08 at December 31, 2001 to $15.45 at September 30, 2002.

         During  the  third   quarter  of  2002,   the  Company   continued  the
implementation  of its strategic plan of transforming  the Bank into a community
focused  commercial bank serving the financial  needs of individuals,  families,
local  organizations,  and  businesses.  Key  accomplishments  during  the third
quarter of 2002 included:

     o    significant progress in shifting the composition of the loan portfolio

     o    increased local commercial banking business

     o    continued improvement in the Company's efficiency ratio

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Monterey Bay Bancorp, Inc.                                                Page 2
Press Release
October 21, 2002


         Net  interest  income  increased  from $5.0  million and $14.5  million
during the third quarter and first nine months of 2001 to $5.8 million and $16.7
million  during the same periods in 2002.  These  increases  resulted  from 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 4.01% for the first nine  months of 2002,  up from 3.80% for the same period
in  2001.  The  increased  spread  in part  stemmed  from the  Bank's  continued
implementation of its strategic plan, which incorporates a higher ratio of loans
to total  assets,  a  smaller  percentage  of total  loans  being  comprised  of
residential  mortgages,  and transaction accounts constituting a greater portion
of total deposits.

         The Company  recorded a $400 thousand  provision for loan losses during
the third quarter of 2002,  up from $275 thousand  during the same period in the
prior year. This greater provision primarily resulted from the growth and change
in mix of the loan  portfolio.  For the first nine  months of 2002,  the Company
recorded $1.1 million in provisions  for loan losses,  increasing  slightly from
the same period in 2001.  Net  charge-offs  during the first nine months of 2002
totaled  $33  thousand,  of which less than $1  thousand  occurred  in the third
quarter. The Company's ratio of loan loss reserves to total loans increased from
1.41% at December 31, 2001 to 1.54% at September 30, 2002.  The primary  factors
contributing to the rise in this ratio included:

     o    the continued  shift in the Company's  loan mix away from its historic
          concentration in residential mortgages

     o    the  establishment of a specific reserve for a loan secured by a hotel
          / resort within the  Company's  primary  market area, as  subsequently
          discussed

     o    the Company's  updating its formula general reserve factors to reflect
          current  information   regarding  real  estate  valuations,   business
          conditions,  rental  and  vacancy  rates for  various  types of income
          property,  and other factors in estimating the amount of loss inherent
          in the loan portfolio at September 30, 2002

         Non-accrual  loans  increased from $2.3 million at December 31, 2001 to
$3.6  million at September  30, 2002  primarily  due to the  placement of a $2.3
million commercial real estate mortgage on non-accrual  status. This credit is a
participation  loan where the Bank is not the lead  financial  institution.  The
loan is secured by a first deed of trust on a hotel / resort  located within the
Company's  primary market area and by a first deed of trust on a residential lot
located in California. The borrowers are directly personally indebted. The hotel
/ resort is a relatively new development that has experienced limited cash flow.
The hotel / resort was also  adversely  impacted  by the  decline in tourism and
travel  following  the events of September  11, 2001 and the  national  economic
recession.

         At September 30, 2002, the Company  maintained a $475 thousand specific
reserve  for  this  hotel / resort  loan,  based  upon  estimated  net  proceeds
following  foreclosure and sale.  This specific  reserve was decreased from $754
thousand at June 30, 2002 due to payments received from the borrowers during the
third quarter,  the borrowers  providing  additional real estate collateral (the
first  deed of trust on the  residential  lot),  and the  Company's  receipt  of
updated  valuation  and  financial  information  regarding  the  hotel / resort.
Although the loan was current in its payments at September 30, 2002, the Company
maintained the loan on  non-accrual  status at September 30, 2002 due to concern
about the future net cash flow of the hotel / resort  following  the peak summer
season,  particularly  in  light  of the  status  of the  economy,  the  tourism
industry,  and the outlook for  business  travel  activity.  These  factors also
create particular volatility in the market value of the hotel / resort.

                                       6




Monterey Bay Bancorp, Inc.                                                Page 3
Press Release
October 21, 2002


         Non-accrual loans at September 30, 2002 also included:

     o    An $846  thousand  residential  mortgage  secured  by a first  deed of
          trust. The borrowers have declared  bankruptcy.  There are significant
          junior mortgages from other lenders secured by the subject collateral.
          The Company is currently  pursuing  approval from the bankruptcy court
          to proceed with foreclosure.

     o    One additional residential mortgage with a balance of $303 thousand.

     o    A $129 thousand  loan secured by a first deed of trust on  residential
          land.

         The Company  does not  anticipate  recording a loss on any of the above
three non-accrual loans due to the estimated value of the underlying real estate
collateral.  All  non-accrual  loans at September  30, 2002 were secured by real
estate. The Company had no foreclosed real estate at September 30, 2002.

         Non-interest  income  totaled $490 thousand and $1.5 million during the
three and nine months ended September 30, 2002, down from $690 thousand and $2.0
million during the same periods in 2001.

         Customer  service  charge  income was $387  thousand  and $1.1  million
during  the three and nine  months  ended  September  30,  2002,  down from $401
thousand and $1.3 million during the same periods in 2001. In  conjunction  with
the conversion to the new core data processing system in March 2001, the Company
implemented a revamped consumer checking product line and an associated  revised
fee and service  charge  schedule.  These changes  contributed to the closing of
certain lower balance,  recurring overdraft,  and / or higher transaction volume
consumer  checking  accounts  beginning in the second  quarter of 2001,  as such
accounts  began  incurring  increased  service  charges.  The  closure  of these
accounts  contributed to the reduced  levels of customer  service charge income,
but also decreased certain operating costs for the Company.

         Commissions from the sale of non-FDIC insured investment  products were
$25 thousand and $100 thousand  during the three and nine months ended September
30, 2002,  down from $35 thousand and $223  thousand  during the same periods in
2001.  This  decrease was  primarily  due to vacancies in positions for licensed
investment sales representatives and the general state of the capital markets in
the first nine months of 2002. The Company expects revenue from these operations
to remain constrained during the fourth quarter of 2002.

         Loan servicing  income totaled $18 thousand and $47 thousand during the
three and nine months ended September 30, 2002, compared to $33 thousand and $77
thousand during the same periods in 2001. 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, and purchases more interest rate
sensitive loans as part of its interest rate risk management program.  Additions
to loans  serviced  for  others  during  2002  have thus  been  limited  to loan
participations sold to correspondent  banks. As a result, the portfolio of loans
serviced for others is declining  as loans pay off. At September  30, 2002,  the
Company  serviced  $38.3 million in various types of loans for other  investors,
compared to $42.6  million at December 31,  2001.  The Company  maintained  loan
servicing  assets of $39 thousand at September 30, 2002,  and is thus limited in
its exposure of loan servicing income to the accelerated loan prepayment  speeds
now occurring as a result of the low interest rate  environment  and high volume
of residential mortgage refinance activity.

                                        7




Monterey Bay Bancorp, Inc.                                                Page 4
Press Release
October 21, 2002


         Gains on the sale of loans were $33 thousand  during the third  quarter
of 2002, up from $18 thousand  during the third  quarter of 2001.  For the first
nine months of 2002,  gains on the sale of loans totaled $81  thousand,  a 72.3%
increase  from the $47 thousand  recorded  during the first nine months of 2001.
The Company  anticipates  continued  favorable results from its mortgage banking
operations during the fourth quarter of 2002,  stimulated by the availability of
thirty and fifteen  year fixed rate  residential  mortgages at rates below 6.25%
and 5.75%, respectively, at the beginning of the quarter.

         The  Company  recorded a loss of $8  thousand  on the sale of an Agency
collateralized  mortgage  obligation  ("CMO")  during the third quarter of 2002,
compared  to  realizing a gain of $156  thousand  on the sale of two  non-Agency
CMO's  during  the third  quarter  of 2001.  The recent  sale was  conducted  in
conjunction with the Company's asset / liability  management  program.  Gains on
sale of  mortgage  backed  securities  were $35  thousand  during the first nine
months  of 2002,  compared  to $190  thousand  during  the same  period in 2001.
Although many of the Company's  mortgage backed  securities  appreciated in fair
value  during the first nine months of 2002 due to the  decline in most  capital
markets  interest  rates,  the Company  retained  the  securities  as a means of
generating net interest income.

         Non-interest  expense totaled $3.4 million and $10.3 million during the
three and nine months  ended  September  30, 2002,  comparing  favorably to $3.6
million and $10.9 million during the same periods in 2001. Factors  contributing
to the lower expenses included the Company's incurring  significant costs in the
first nine months of 2001 associated with its data processing conversion and the
arbitration of claims by a former executive.

         Compensation  and employee  benefits costs were higher in the three and
nine months ended September 30, 2002 than during the same periods the prior year
due to:

     o    compensation  costs  associated  with the Los Angeles loan  production
          office which opened during the first quarter of 2002

     o    other  staff  additions  and  changes  in  support  of  the  Company's
          strategic  plan,  particularly  in the Company's  commercial  banking,
          income property lending, and information technology functions

     o    higher costs for the Bank's  Employee Stock  Ownership Plan due to the
          greater average market price of the Company's common stock

     o    higher costs for payroll taxes on a greater compensation base

     o    increased  expenses for worker's  compensation  insurance,  which is a
          general problem faced by businesses in the State of California

         Deposit  insurance  premiums  decreased  from  $50  thousand  and  $148
thousand for the three and nine months ended  September 30, 2001 to $19 thousand
and $121 thousand during the same periods in 2002,  despite the expansion in the
Company's  deposit  portfolio.  The decline  resulted  from an adjustment in the
Company's  insurance  premium rate effective  July 1, 2002. The lower  insurance
premium rate will also favorably  impact deposit  insurance  expenses during the
fourth quarter of 2002.

                                       8




Monterey Bay Bancorp, Inc.                                                Page 5
Press Release
October 21, 2002


         Legal and  accounting  expenses were lower in the three and nine months
ended  September 30, 2002 than during the same periods in 2001  primarily due to
the aforementioned  arbitration in 2001 and due to the Company's  utilizing more
cost effective providers for certain professional services in 2002.

         Advertising  and promotion  costs totaled $52 thousand during the third
quarter of 2002,  down from $86 thousand during the same period during the prior
year. The Company limited its print and broadcast  advertising  during the third
quarter of 2002 in light of the  challenges  of  advertising  for deposits  with
interest rates at historic low levels.  Advertising  and promotion costs totaled
$214 thousand during the first nine months of 2002, up from $143 thousand during
the same period the prior year. These costs were unusually low in the first half
of 2001, as the Company postponed certain advertising and promotional activities
due  to  the  implementation  of  the  new  computer  systems  environment.   In
conjunction with the Company's strategic plan and as an alternative to print and
broadcast  media,  the Company's  employees  and  Directors  enhanced the Bank's
visibility during 2002 by their extensive  participation in a significant number
of community events and organizations. As just one example, the Bank's employees
logged over 150 volunteer hours during the month of September  participating  in
various  community  events,  the majority of which were  fundraisers  to support
local non-profit organizations in the Bank's primary market area.

         Consulting expenses declined from $31 thousand and $336 thousand during
the three and nine  months  ended  September  30, 2001 to $16  thousand  and $59
thousand  during the same periods in 2002.  In 2001,  the Company  hired several
consultants to assist with the core systems conversion and the implementation of
complementary technology following the conversion.

         Net  income  during  the third  quarter  of 2002 was  increased  by $32
thousand  associated with a non-recurring  reduction in the Company's  provision
for income taxes  resulting  from a change in California  tax law. This one time
reduction  contributed  to the Company's  reporting an effective book income tax
rate of 40.0% for the third quarter of 2002, compared to the Company's effective
book income tax rate of 40.8% for the first nine months of 2002.

         The Company's  efficiency  ratio  improved from 62.86% during the third
quarter of 2001 and 56.12%  during the second  quarter of 2002 to 54.77%  during
the third  quarter of 2002.  While the  Company  continues  to pursue a range of
alternatives to improve its efficiency and augment revenue,  further progress in
this ratio will likely be  tempered in coming  quarters by the need to invest in
support of the continued implementation of the strategic plan.

         Total assets  increased  from $537.4  million at December 31, 2001 to a
record $575.4 million at September 30, 2002.

         Cash and cash equivalents  decreased from $13.1 million at December 31,
2001 to $9.5 million at September 30, 2002 due to the use of cash equivalents to
fund expansions in the security and loan portfolios.

         Investment and mortgage backed securities  increased from $37.9 million
at  December  31,  2001 to $50.1  million at  September  30,  2002.  The Company
purchased  relatively  short  duration,   AAA  rated   collateralized   mortgage
obligations  ("CMO's")  during  the  first  nine  months  of  2002 to  serve  as
collateral for certain  deposits and to invest available  liquidity.  Throughout
2002,  the  Company  has not  owned any  corporate  bonds  issued  by  companies
primarily  in the  telecommunications,  technology,  or energy  industries.  The
Company  owned two  corporate  bonds at September  30, 2002,  both of which were
variable  rate,   trust   preferred   securities   issued  by  large   financial
institutions.  These  bonds  were  rated  "A" and  "A-" by  Standard  & Poors at
September 30, 2002.

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Monterey Bay Bancorp, Inc.                                                Page 6
Press Release
October 21, 2002


         Loans  held for  investment,  net,  increased  from  $465.9  million at
December 31, 2001 to a record $496.0 million at September 30, 2002. The increase
resulted from a combination of strong internal loan originations, including from
the Los Angeles loan production office, and from purchases of, or participations
in, individual income property and construction loans from correspondent  banks.
Relatively  high  loan  payoff  volumes  stemming  from  the low  interest  rate
environment restrained the rate of loan portfolio growth during 2002.

         Total net loans as a percentage of total assets were 86.2% at September
30,  2002,  down  slightly  from 86.8% at  December  31,  2001.  The Company has
targeted  increasing  this ratio to 90.0% as part of its strategy of  supporting
its interest margin,  fostering economic activity in its local communities,  and
effectively utilizing the Bank's capital.

         The loan portfolio  product mix shifted during the first nine months of
2002 in conformity with the Company's  strategic  plan.  Residential one to four
unit loans  declined  from 42.3% of gross loans at December 31, 2001 to 35.5% of
gross loans at September  30, 2002.  In contrast,  commercial  real estate loans
rose from 22.6% to 23.9%,  construction loans increased from 7.9% to 10.2%, land
loans increased from 2.5% to 4.1%,  commercial loans rose from 1.8% to 3.1%, and
consumer loans  (primarily  home equity lines of credit)  increased from 1.4% to
1.9%.  This  change  in loan  mix was  facilitated  by the  commercial  business
relationship  officers  the Company  hired over the past year and by the new Los
Angeles  loan  production  office,  which  concentrates  on income  property and
construction lending. The Company plans to continue decreasing the percentage of
its  loan  portfolio  allocated  to  residential  mortgages  in  favor  of other
generally higher yielding and more interest rate sensitive types of loans.

         The Company concluded the third quarter of 2002 with a significant loan
pipeline. Management anticipates for the fourth quarter of 2002:

     o    a further rise in loans outstanding and total assets

     o    an increase in the ratio of loans to assets

     o    residential  mortgages  comprising a smaller percentage of total gross
          loans

         Deposits increased from $432.3 million at December 31, 2001 to a record
$461.7 million at September 30, 2002. This increase was primarily due to:

     o    The  Bank's  issuance  of its first  brokered  certificate  of deposit
          ("CD"),  for $20.0  million,  during the second  quarter of 2002.  The
          brokered CD was issued in order to provide funding for loan production
          in the second and third quarters of 2002.

     o    A $9.0 million  increase in deposits from the State of California time
          deposit  program during 2002.  The State places funds with  California
          banks as a vehicle for encouraging employment and economic growth.

                                       10




Monterey Bay Bancorp, Inc.                                                Page 7
Press Release
October 21, 2002


         The  Company  continues  to pursue  increases  in  transaction  account
balances as a fundamental  component of its strategic plan. Excluding the impact
of the aggregate  $29.0 million  increase in brokered and State  certificates of
deposit, transaction accounts increased from 43.6% of total deposits at December
31, 2001 to 47.7% of total  deposits at September  30,  2002.  This shift in mix
contributed to the Company's reducing its weighted average cost of deposits from
2.41%  during the second  quarter of 2002 to 2.26%  during the third  quarter of
2002.  This 15 basis point  reduction in deposit  cost was attained  despite the
historically  low level of interest  rates and therefore  the Company's  limited
ability to decrease  interest rates on many deposit  products that are currently
priced between zero and one percent.

         Management  is,  however,  not  satisfied  with the  volume of  deposit
acquisition  achieved  by its  eight  full  service  retail  branches  in  2002,
particularly  in light of general  deposit  inflows into the banking system from
investors leaving the equity markets.  Management  responded to this performance
by:

     o    designing new relationship  oriented deposit products for introduction
          during the fourth quarter of 2002 and the first quarter of 2003

     o    recruiting  a Director of Branch  Sales  during the second  quarter of
          2002,  whose  primary  responsibility  is to  implement  and manage an
          improved sales culture throughout the branch network

     o    altering  branch  staff  compensation  to  provide  for  an  increased
          incentive  opportunity  based upon deposit growth and quality customer
          service

         Checking account balances  increased from $63.6 million at December 31,
2001 to $68.5  million at  September  30, 2002.  The Company  plans to introduce
several new consumer  checking products during the first quarter of 2003, with a
particular  focus on  relationship  pricing and providing  increased  choice and
options to customers.  In addition,  the Company's  commercial  lending officers
have  increasing  business  demand deposit  balances as a key component of their
sales  objectives.  During the third  quarter of 2002,  the  Company  introduced
"remote  deposit"  services  to its  business  and  high  net  worth  individual
accounts.  Via this new service, the Bank's customers can make deposits to their
Monterey Bay Bank checking  account at any branch of a  correspondent  bank with
over  4,900  banking  locations  in 23  states.  Remote  deposit  services  were
implemented to offer improved  convenience and assist the Bank in competing with
larger financial institutions with more extensive branch networks.

         Money market  deposits  increased  from $105.8  million at December 31,
2001 to $119.4  million at September 30, 2002.  Factors  supporting  the rise in
money market  balances in the first nine months of 2002  included the  Company's
active  cross-selling  of this product in its branches and the desire by certain
customers  to avoid  committing  funds to term  certificates  of  deposit in the
current  historically  low  interest  rate  environment.  The  Company  plans to
introduce two new money market accounts in the latter part of the fourth quarter
of 2002:  Investors  Money Market and Business  Money  Market.  Investors  Money
Market is a highly  tiered  product  targeted to attract funds from money market
mutual funds and brokerage  firms.  Business Money Market is a product  designed
specifically  for the Bank's local  commercial  customers  seeking an attractive
return on liquid  funds  while  also  enjoying  the many  attractive  attributes
provided by the Bank,  including  Internet  banking,  global ATM access, 24 hour
bilingual telephone banking,  and, above all, superior customer service by local
bankers familiar with their business.

                                       11




Monterey Bay Bancorp, Inc.                                                Page 8
Press Release
October 21, 2002


         The  Company's  ratio of net loans to deposits was 107.47% at September
30, 2002. In addition to the planned deposit related  actions  described  above,
the Company intends to actively manage this ratio by:

     o    pursuing opportunities for additional branch locations, either de novo
          or acquisition of existing branches from other financial institutions

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

         Borrowings  increased  from $53.8 million at December 31, 2001 to $57.7
million at September 30, 2002. The increase was associated with funding the rise
in the loan and  security  portfolios.  All of the  Company's  FHLB  advances at
September 30, 2002 were fixed rate, fixed term or overnight  borrowings  without
call or put option features.

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

         Consolidated  stockholders'  equity  increased  from  $50.2  million at
December  31,  2001 to a record  $54.8  million at  September  30, 2002 due to a
combination of:

     o    net income

     o    continued amortization of deferred stock compensation

     o    additional paid-in capital generated from the Employee Stock Ownership
          Plan

     o    Directors  continuing to receive their retainer fees in Company common
          stock

     o    the exercise of 46,963 vested stock options

         The above  factors more than offset the impact of  depreciation  in the
aggregate  fair  value  of  securities  classified  as  available  for  sale and
acquisitions  of  common  stock  under the  Company's  repurchase  program.  The
depreciation in the portfolio of securities classified as available for sale was
concentrated  in reduced  market prices for the  Company's  two corporate  trust
preferred  securities.  The Company  repurchased  5,000 shares of the  Company's
common stock at $16.25 per share during the first  quarter of 2002,  none during
the second  quarter of 2002,  and 25,000 shares during the third quarter of 2002
at prices ranging from $17.10 to $17.36 per share. At September 30, 2002,  there
were 84,035  remaining  shares  authorized  for  repurchase  under the Company's
current repurchase  program.  The Company plans to repurchase  additional shares
during the fourth quarter of 2002 should market  conditions prove favorable,  as
repurchases  at the recent price of the Company's  common stock are accretive to
earnings per share.

                                       12




Monterey Bay Bancorp, Inc.                                                Page 9
Press Release
October 21, 2002


         In reviewing the most recent quarter,  C. Edward Holden,  the Company's
Chief Executive Officer and President,  commented: "We are pleased to report the
sixth consecutive  quarter of increased  earnings per share, and the achievement
of record levels of loans, assets,  deposits, and tangible book value per share.
These results  reinforce the importance of the Company's  continuing to progress
in our  strategy  of  transforming  the Bank into a  community  based  financial
services firm. The Bank's focus on increasing income property, construction, and
commercial  lending led to a  meaningful  shift in the  composition  of the loan
portfolio  toward higher  yielding and more interest  sensitive  types of loans,
which in turn  contributed to the record spreads  reported by the Company.  This
change in loan volume and mix was accomplished through our relationship oriented
approach to providing financial services; and was accompanied by suitably higher
nominal and relative levels of loan loss reserves and Bank capital."

         Mr.  Holden  continued:  "While our progress  from just one year ago is
substantial, we recognize the need to further improve earnings and profitability
to levels  generated by better  performing  peer  financial  institutions.  This
objective  continues to be made  challenging  by the state of the economy and by
the Company's  continued  need to invest in employee  recruitment  and training,
technology,   product  development,   and  augmented  distribution  and  service
channels.  However,  our status as one of the oldest and largest local community
banks in Central  California,  combined with our unrelenting  focus on providing
knowledgeable and timely financial solutions to our customers, furnishes us with
the  opportunity to enjoy continued  success.  I believe our future success will
also evolve from the extensive community  contributions provided by the Company,
and its  employees  and  Directors.  It's  very  rewarding  to  make a  positive
difference in the quality of life in your local  community as a key component of
your job."

         McKenzie Moss, Chairman of the Board of Directors, remarked: "The Board
continues its strong  commitments to quality corporate  governance and enhancing
stockholder value. For example,  the recent addition of Rita Alves as a Director
provides the Audit  Committee with a second highly  experienced  Chief Financial
Officer in addition to Diane Bordoni.  CEO Holden is the only inside Director on
a Board of  well-qualified,  independent  executives.  The Board's commitment to
stockholder value is exhibited by the Directors'  ongoing support of the Company
via business  referrals,  personal stock  purchases,  local community  outreach,
authorization  of Company stock  repurchases,  endorsement  of the growth of the
Company,  and payment of Director retainer fees and certain Management incentive
compensation in Company common stock. We will continue to seek additional equity
analyst coverage of the Company,  as a means of both  communicating the progress
being  achieved in regards to the  strategic  plan and  reducing the discount in
relative  valuation the Company currently  experiences  versus peer bank holding
companies."

         Rita Alves, the Company's newest Director,  commented:  "I look forward
to  contributing  to the  success  of the  Company.  The  significant  ownership
position in the Company by the  employees  and  Directors  fosters  teamwork and
results.  This  orientation,  and the  Bank's  strong  commitment  to  community
service, attracted me to the opportunity to join the Company's Board."

                                       13




Monterey Bay Bancorp, Inc.                                               Page 10
Press Release
October 21, 2002


         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,  one stand-alone loan production  office in Los Angeles,  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") to the maximum extent allowed
by law.

         Certain of the  statements  contained  herein  that are not  historical
facts  are  forward-looking   statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act.  Forward-looking  statements  are  typically
identified  by words  or  phrases  such as  "believe",  "expect",  "anticipate",
"intend",  "estimate",  "target", "plan", "may increase", "may fluctuate",  "may
result in", "are  projected",  and similar  expressions.  The  Company's  actual
results  may  differ  materially  from  those  included  in the  forward-looking
statements.  These  forward-looking  statements  involve risks and uncertainties
including,  but not limited to, the economic,  business,  and real estate market
conditions  in  the  Company's   market  areas,   competition,   regulatory  and
legislative  actions, the possibility that the Company will not be successful in
achieving its strategic  objectives,  actions by investment  banking firms,  the
performance and contributions of employees and Directors,  the Company's ability
to recruit high caliber bankers, expected loan payments, loan originations,  and
future collateral  values, the successful future utilization and efficacy of new
technology,  and other factors  discussed in documents filed by the Company with
the  Securities  and  Exchange  Commission  from  time to  time,  including  the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001
and the  quarterly  Form  10-Q's  filed by the  Company . 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.

         This news release is available at the www.montereybaybank.com  Internet
site for no charge  and is  included  as an Exhibit to a Form 8-K filed with the
Securities & Exchange  Commission that is available at the www.sec.gov  Internet
site.

                        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 ---

                                       14




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





                                                                            September 30,          December 31,
Financial Condition Data                                                             2002                  2001
- ------------------------------------------                                           ----                  ----
                                                                                                
Cash and cash equivalents                                                        $  9,513             $  13,079
Investment securities available for sale                                            7,060                 7,300
Mortgage backed securities available for sale                                      43,000                30,644

Loans held for sale                                                                   170                   713

Loans receivable held for investment:
      Residential one to four unit real estate loans                              187,484               204,829
      Multifamily five or more units real estate loans                            112,407               103,854
      Commercial and industrial real estate loans                                 126,606               109,988
      Construction loans                                                           54,207                38,522
      Land loans                                                                   21,598                11,924
      Commercial loans                                                             16,650                 8,843
      Other loans                                                                   9,944                 6,980
                                                                                ---------             ---------

   Sub-total gross loans held for investment                                      528,896               484,940

   (Less) / Plus:
      Undisbursed construction loan funds                                         (24,935)              (12,621)
      Unamortized purchase premiums, net of purchase discounts                        568                   435
      Deferred loan fees and costs, net                                              (781)                 (202)
      Allowance for loan losses                                                    (7,742)               (6,665)
                                                                                ---------             ---------

Loans receivable held for investment, net                                         496,006               465,887

Investment in capital stock of the Federal Home Loan Bank                           3,347                 2,998
Accrued interest receivable                                                         3,024                 2,915
Premises and equipment, net                                                         7,278                 7,618
Core deposit intangibles, net                                                       1,003                 1,514
Real estate acquired via foreclosure, net                                              --                    --
Other assets                                                                        5,029                 4,723
                                                                                ---------             ---------

Total assets                                                                    $ 575,430             $ 537,391
                                                                                =========             =========


Non-interest bearing demand deposits                                             $ 24,898              $ 21,062
Interest bearing NOW checking accounts                                             43,561                42,557
Savings accounts                                                                   18,703                19,127
Money market accounts                                                             119,398               105,828
Certificates of deposit                                                           255,118               243,765
                                                                                ---------             ---------
Total deposits                                                                    461,678               432,339
FHLB advances and other borrowings                                                 57,654                53,800
Other liabilities                                                                   1,328                 1,090
                                                                                ---------             ---------
Total liabilities                                                                 520,660               487,229
                                                                                ---------             ---------
Stockholders' equity                                                               54,770                50,162
                                                                                ---------             ---------
Total liabilities and stockholders' equity                                      $ 575,430             $ 537,391
                                                                                =========             =========


                                       15




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





                                                                    Three Months Ended                  Nine Months Ended
                                                                       September 30,                      September 30,
                                                              ----------------------------         --------------------------
Operating Data                                                   2002               2001              2002             2001
- ------------------------------------------                       ----               ----              ----             ----

                                                                                                        
Interest income                                               $   8,979          $   9,758         $  26,625        $  29,464
Interest expense                                                  3,184              4,743             9,917           14,924
                                                              ---------          ---------         ---------        ---------
Net interest income before provision for loan losses              5,795              5,015            16,708           14,540
Provision for loan losses                                           400                275             1,110            1,075
                                                              ---------          ---------         ---------        ---------

Net interest income after provision for loan losses               5,395              4,740            15,598           13,465
                                                              ---------          ---------         ---------        ---------

Non-interest income:
     Customer service charges                                       387                401             1,130            1,282
     (Loss) gain on sale of mortgage backed securities               (8)               156                35              190
     Commissions from sales of non-insured products                  25                 35               100              223
     Gain on sale of loans held for sale                             33                 18                81               47
     Income from loan servicing                                      18                 33                47               77
     Other income                                                    35                 47               112              209
                                                              ---------          ---------         ---------        ---------

Total non-interest income                                           490                690             1,505            2,028
                                                              ---------          ---------         ---------        ---------

Non-interest expense:
     Compensation and employee benefits                           1,960              1,739             5,697            5,052
     Occupancy and equipment                                        444                440             1,277            1,222
     Deposit insurance premiums                                      19                 50               121              148
     Data and item processing                                       146                133               423              746
     Legal and accounting                                           107                274               328              724
     Supplies, postage, and telecommunications                      158                158               505              510
     Advertising and promotion                                       52                 86               214              143
     Amortization of intangible assets                              170                170               511              511
     Consulting                                                      16                 31                59              336
     Other                                                          370                505             1,176            1,556
                                                              ---------          ---------         ---------        ---------

Total non-interest expense                                        3,442              3,586            10,311           10,948
                                                              ---------          ---------         ---------        ---------

Income before provision for income taxes                          2,443              1,844             6,792            4,545
Provision for income taxes                                          977                787             2,772            1,937
                                                              ---------          ---------         ---------        ---------

Net income                                                    $   1,466          $   1,057         $   4,020        $   2,608
                                                              =========          =========         =========        =========

Shares applicable to basic earnings per share                 3,384,522          3,293,853         3,369,532        3,261,032
Basic earnings per share                                      $    0.43          $    0.32         $    1.19        $    0.80
                                                              =========          =========         =========        =========

Shares applicable to diluted earnings per share               3,509,118          3,385,556         3,494,528        3,320,237
Diluted earnings per share                                    $    0.42          $    0.31         $    1.15        $    0.79
                                                              =========          =========         =========        =========



                                       16




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



                                                             Three Months Ended                  Nine Months Ended
                                                                 September 30,                      September 30,
                                                       ----------------------------         --------------------------
Profitability Ratios [1]                                  2002                 2001            2002            2001
- ------------------------------------------                ----                 ----            ----            ----

                                                                                                  
Return on average assets                                 1.03%                0.80%           0.97%           0.68%
Return on average equity                                10.73%                8.76%          10.11%           7.51%
Interest rate spread during the period                   4.02%                3.64%           3.96%           3.64%
Net interest income / average total assets               4.07%                3.79%           4.01%           3.80%
Net interest margin                                      4.27%                3.99%           4.21%           4.01%
Efficiency ratio                                        54.77%               62.86%          56.62%          66.08%


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

Average total assets                                 $ 569,194            $ 529,964       $ 555,326       $ 510,046
Average interest earning assets                      $ 542,728            $ 502,611       $ 528,612       $ 483,298


                                                 September 30,         December 31,
                                                          2002                 2001
                                                          ----                 ----
Asset Quality Information
- ------------------------------------------

Non-accrual loans                                     $  3,554             $  2,252
Non-performing loans                                  $  3,554             $  2,252
Real estate acquired via foreclosure, net                   --                   --
Allowance for loan losses                             $  7,742             $  6,665

Non-performing loans /
     total assets                                        0.62%                0.42%
Allowance for loan losses /
     loans outstanding                                   1.54%                1.41%
Allowance for loan losses /
     non-accrual loans                                 217.84%              295.96%


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

Tangible capital ratio                                   8.57%                8.24%
Core capital ratio                                       8.57%                8.24%
Tier one risk based capital ratio                       11.76%               11.38%
Total risk based capital ratio                          13.01%               12.64%


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

Full-service customer facilities                             8                    8
Stand alone loan production offices                          1                   --
Number of ATM's                                             11                   11
Loan to deposit ratio                                  107.47%              107.92%
Tangible book value per share                           $15.45               $14.08
Shares outstanding                                   3,480,756            3,456,097



- -------------------------------------------------------
[1] All applicable ratios reflect annualized figures.


                                       17