Exhibit 99.1

January 29, 2003

FOR IMMEDIATE RELEASE

                      MONTEREY BAY BANCORP, INC. ANNOUNCES:

               RECORD FOURTH QUARTER AND FISCAL YEAR 2002 RESULTS;

          INFORMATION REGARDING THE 2003 ANNUAL MEETING OF STOCKHOLDERS

                                                       Common Stock Symbol: MBBC
                                                          NASDAQ National Market

      Watsonville, CA. January 29, 2003. Monterey Bay Bancorp, Inc. ("Company"),
the holding company for Monterey Bay Bank ("Bank"), today reported net income of
$1.62 million,  equivalent to $0.46 diluted  earnings per share, for the quarter
ended  December  31,  2002,  compared to net income of $1.14  million,  or $0.33
diluted  earnings per share,  for the same period in 2001. Net income during the
quarter ended September 30, 2002 (the immediately  preceding  quarter) was $1.47
million,  equivalent to $0.42 diluted  earnings per share.  The earnings for the
fourth quarter of 2002 were the highest of any quarter in the Company's history.

      For the year ended  December  31,  2002,  net  income  was a record  $5.64
million,  equivalent to $1.61 diluted  earnings per share.  This compares to net
income of $3.75 million, or $1.12 diluted earnings per share, for the year 2001.
The $1.89 million  (50.3%)  increase in net income for the year 2002 compared to
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 with a focus on  relationship
      banking and strong commitment to community involvement

o     during the year 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 and other expenses  associated  with the arbitration of
      claims by a former executive

      Return on  average  stockholders'  equity  improved  from 7.94% in 2001 to
10.50% in 2002,  and was 11.64% for the fourth  quarter of 2002. At December 31,
2002, the Company had record levels of loans, assets, and stockholders'  equity.
Tangible  book value per share  increased  from $14.08 at  December  31, 2001 to
$16.00 at December 31, 2002.  The closing  price of the  Company's  common stock
increased  from  $15.50 per share on  December  31,  2001 to $19.95 per share on
December 31, 2002.


Monterey Bay Bancorp, Inc.                                                Page 2
Press Release
January 29, 2003


      During 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 fourth quarter included:

o     strong growth in net loans held for investment

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

o     expanded customer use of new services

o     record mortgage banking activity and income

o     maintenance of strong credit quality

      Net interest  income  increased from $5.2 million and $19.7 million during
the fourth  quarter and the year 2001 to $5.9 million and $22.6  million  during
the same periods in 2002.  These increases  resulted from both expanded  spreads
and growth in the average  balances of interest  earning assets and liabilities.
The Company's ratio of net interest income to average total assets was 4.01% for
2002,  up from 3.83% for 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
fourth  quarter of 2002,  up from $325  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 full year of 2002, the Company  recorded
$1.5 million in provisions for loan losses,  compared to $1.4 million during the
year 2001.  The Company's  ratio of loan loss reserves to total loans  increased
from 1.41% at  December  31,  2001 to 1.54% at December  31,  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
      December 31, 2002


Monterey Bay Bancorp, Inc.                                                Page 3
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January 29, 2003


      Net charge-offs during 2002 totaled $13 thousand,  comparing  favorably to
$99  thousand  during 2001.  Non-accrual  loans  increased  from $2.3 million at
December  31, 2001 to $2.6  million at December  31, 2002  primarily  due to the
placement  of a $2.3  million  commercial  real estate  mortgage on  non-accrual
status during the first  quarter of 2002.  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
during late 2001 and all of 2002.

      At December 31, 2002,  the Company  maintained  a $462  thousand  specific
reserve  for  this  hotel / resort  loan,  based  upon  estimated  net  proceeds
following foreclosure and sale. Although the loan was current in its payments at
December 31, 2002,  the Company  maintained  the loan on  non-accrual  status at
December  31, 2002 due to concern  about the future net cash flow of the hotel /
resort during the seasonally  slow winter months,  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.

      Non-accrual loans at December 31, 2002 also included:

o     a residential mortgage with a principal balance of $201 thousand

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

o     a $49 thousand home equity line of credit

      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.

      At December 31, 2002, the Company had one foreclosed  property with a book
value of $846 thousand.  This property is a custom single family home located in
an upscale  neighborhood  in the East Bay of the Greater San Francisco Bay Area.
The Company has ordered a current  appraisal  for the  property,  and intends to
list the property for sale following the completion of certain maintenance work.
The original  appraisal and current real estate broker price opinions indicate a
market value in excess of the Bank's investment in the property.

      Non-interest  income  totaled $622  thousand  and $2.1 million  during the
fourth quarter and the year ended  December 31, 2002,  compared to $538 thousand
and $2.6 million during the same periods in 2001.


Monterey Bay Bancorp, Inc.                                                Page 4
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January 29, 2003


      Customer  service  charge income was $411 thousand and $1.5 million during
the fourth quarter and the year ended  December 31, 2002.  This compares to $405
thousand and $1.7 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  restructured  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 for the full year, but also  decreased  certain  operating  costs for the
Company.  Customer  service  charge  income  during the  fourth  quarter of 2002
benefited  from a 24.8% increase in debit card income versus the same period the
prior year.  The Company  conducted a debit card  education  and sales  campaign
during 2002 to foster  increased  customer  utilization  of this  convenient and
flexible service.

      Gains on the sale of loans were $89 thousand  during the fourth quarter of
2002, up from $41 thousand  during the fourth quarter of 2001. For the full year
of 2002, gains on the sale of loans totaled $170 thousand, a 93.2% increase from
the $88 thousand  recorded  during 2001.  Mortgage  banking  income  during 2002
benefited  from the  historically  low  interest  rate  environment  and  record
national  refinance  volume.  At the  beginning of 2003,  the Company  commenced
offering  a  greater   variety  of  residential   mortgages  under  an  expanded
relationship  with a secondary  market  conduit.  This  expansion was pursued in
light of the Company's desire to continue reducing the percentage of total loans
held for investment  comprised of residential  mortgages  while at the same time
continuing  to meet  the home  financing  needs of its  local  communities.  The
Company  anticipates  continued  favorable  results  from its  mortgage  banking
operations  during the first  quarter of 2003 based upon its pipeline at the end
of 2002 and the continued  availability of thirty year fixed rate loans at rates
near 6.00%.

      Commissions from the sale of non-FDIC insured investment products were $25
thousand and $125 thousand during the three and twelve months ended December 31,
2002,  compared to $22  thousand  and $244  thousand  during the same periods in
2001.  This decrease for the full year of 2002 was primarily due to vacancies in
positions for licensed investment sales representatives and the general state of
the  capital  markets  during  2002.  The  Company  expects  revenue  from these
operations to remain constrained during the first quarter of 2003.

      Loan  servicing  income  totaled $16 thousand and $63 thousand  during the
three and twelve months ended December 31, 2002, down from $24 thousand and $101
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  been  limited  to  loan
participations sold to correspondent  banks. As a result, the portfolio of loans
serviced for others continues to decline as loans pay off. At December 31, 2002,
the  Company  serviced  $35.3  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 $35 thousand at December 31, 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.


Monterey Bay Bancorp, Inc.                                                Page 5
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January 29, 2003


      The Company did not sell any securities during the fourth quarters of 2002
or 2001.  Gains on sale of mortgage  backed  securities  during 2002 totaled $35
thousand,  down from $190 thousand  during 2001.  The Company's  security  sales
during 2002 were limited to the sale of two collateralized mortgage obligations.
These securities were sold in conjunction with the Company's  interest rate risk
management program.  Although the market value of many of the Company's mortgage
backed securities exceeded historic carrying cost during 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 $3.5 million and $13.8  million  during the
fourth  quarter and year ended  December 31, 2002,  compared to $3.4 million and
$14.4 million  during the same periods in 2001.  Factors  contributing  to lower
expenses in 2002 included the 2001  nonrecurring  expenses  associated  with its
data processing conversion and the arbitration of claims by a former executive.

      Compensation and employee benefits costs were higher in the fourth quarter
and year ended December 31, 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 $198 thousand
for the fourth quarter and year ended December 31, 2001 to $19 thousand and $140
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 first half of
2003.

      Legal  and  accounting  expenses  decreased  from $138  thousand  and $863
thousand  for the  fourth  quarter  and year  ended  December  31,  2001 to $114
thousand and $442  thousand  during the same periods in 2002.  These  reductions
were  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.  In addition,  the Company  during 2002  commenced  performing
certain regulatory filing functions internally at lower cost.


Monterey Bay Bancorp, Inc.                                                Page 6
Press Release
January 29, 2003


      Advertising  and promotion  costs  totaled $86 thousand  during the fourth
quarter of 2002,  down from $108  thousand  during the same  period in the prior
year.  Advertising  expenses during the fourth quarter of 2002 were concentrated
in print  advertising for consumer  deposits and radio  advertising  targeted at
local  businesses.  Advertising and promotion costs totaled $300 thousand during
2002, up from $251 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.

      Other  non-interest  expense decreased from $436 thousand and $2.3 million
during the fourth  quarter and year ended December 31, 2001 to $407 thousand and
$1.6 million  during the same periods in 2002.  The Company  spent $236 thousand
less for  consulting  in 2002 than during 2001,  when  significant  professional
costs were  incurred  in support of a data  processing  systems  conversion.  In
addition, the Company has implemented a number of expense control and efficiency
initiatives over the past year that moderated various operating costs.

      In conjunction with the Company's  strategic plan, 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,  during the months of  November  and  December,  the  Company
focused  its  efforts  on  helping  the less  fortunate  by  providing  food and
donations to local food banks through a Holiday Food Drive Campaign. Each of the
Bank's  eight  branches  as well as the  Administrative  Headquarters  served as
public  collection  sites  promoting  donations  of  non-perishable  food items.
Through the combined efforts of employees, Directors, customers, and the general
public, the Company collected the equivalent of over 7,000 pounds of food.

      The Company's  effective  book tax rate during the fourth  quarter of 2002
was 38.3%,  compared to 42.7% in the same quarter the prior year.  The reduction
in effective book tax rate resulted from the Company's increased  utilization of
tax  benefits  under the State of  California  Enterprise  Zone  Program and the
purchase of Bank owned life  insurance  during the fourth  quarter of 2002.  The
Company's  Administrative  Headquarters  building  and  Watsonville  branch  are
located within a State of California Enterprise Zone, and the Bank has increased
its lending to local  businesses also domiciled  within  Enterprise  Zones.  The
dividends the Company earns on the Bank owned life  insurance are not subject to
regular Federal and State income tax.

      The  Company's  efficiency  ratio  improved  from 59.59% during the fourth
quarter of 2001 and 54.77% during the third quarter of 2002 to 53.41% during the
fourth  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. These investments
are  projected to include  product  development,  new branch  sites,  additional
relationship officers, and enhanced technology-facilitated services.

      Total  assets  increased  from $537.4  million at  December  31, 2001 to a
record $609.7 million at December 31, 2002.

      Cash and cash  equivalents  decreased  from $13.1  million at December 31,
2001 to $11.4 million at December 31, 2002 due to the use of cash equivalents to
fund expansions in the security and loan portfolios,  and to purchase Bank owned
life insurance.


Monterey Bay Bancorp, Inc.                                                Page 7
Press Release
January 29,2003


      Investment and mortgage backed securities  increased from $37.9 million at
December 31, 2001 to $44.5 million at December 31, 2002.  The Company  purchased
relatively  short  duration,  AAA  rated  collateralized   mortgage  obligations
("CMO's") and Agency balloon mortgage backed  securities during 2002 to serve as
collateral  for certain  deposits,  invest  available  liquidity,  and provide a
recurring  stream of cash flow to support the  expansion in lending.  Throughout
2002, the Company did not own any corporate bonds issued by companies  primarily
in the telecommunications,  technology, or energy industries.  The Company owned
two  corporate  bonds at December 31, 2002,  both of which were  variable  rate,
trust preferred securities issued by large financial  institutions.  These bonds
reprice  quarterly  based upon  LIBOR and were rated "A" and "A-" by  Standard &
Poors at December 31, 2002.

      Loans held for investment,  net, increased from $465.9 million at December
31, 2001 to a record $521.9 million at December 31, 2002. The increase  resulted
from a combination of strong internal loan originations, including activity from
the Los Angeles loan production office, and from purchases of, or participations
in, individual income property and construction loans from correspondent  banks.
In addition,  during the fourth quarter of 2002,  the Company  purchased a $16.9
million  pool of high credit  quality,  seasoned  hybrid  residential  mortgages
secured by first deeds of trust on California  homes in order to better  utilize
the Company's capital, support the Bank's Qualified Thrift Lender ("QTL") ratio,
and offset  historically high loan payoff volumes stemming from the low interest
rate environment.

      Total net loans as a  percentage  of total  assets  were 85.9% at December
31,2002,  down  slightly  from 86.8% at December 31, 2001 and 86.2% at September
30, 2002. 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 decline in
this ratio  during  the  fourth  quarter  of 2002  primarily  resulted  from the
Company's  acquisition  of  $9.0  million  in  Bank  owned  life  insurance,  as
subsequently discussed.

      The loan portfolio  product mix shifted during 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 33.2% of gross  loans at December  31,
2002. In contrast,  commercial and industrial  real estate loans rose from 22.6%
to 24.6%,  construction loans increased from 7.9% to 12.2%, land loans increased
from 2.5% to 4.4%,  commercial  loans rose from 1.8% to 3.2%, and consumer loans
(primarily home equity lines of credit) increased from 1.4% to 1.6%. 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.  During
2003,  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.


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


      The Company  concluded 2002 with a significant  loan  pipeline,  including
several new commercial  banking  relationships.  Management  anticipates for the
first quarter of 2003:

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

o     a significant percentage rise in commercial business loans outstanding

      The  Company's  investment  in the capital  stock of the Federal Home Loan
Bank ("FHLB")  increased  from $3.0 million at December 31, 2001 to $4.7 million
at December 31, 2002.  This increase was due to a combination  of required stock
purchases  stemming from the Bank's  increased  utilization of FHLB advances and
the receipt of FHLB stock dividends.

      The Bank purchased  $9.0 million in Bank owned life  insurance  during the
fourth  quarter of 2002.  The  associated  policies are universal  life modified
endowment  contracts spread among five insurance companies with favorable credit
profiles and histories of competitive  policy dividend yields. The insurance was
purchased to fund:

o     non-qualified  supplemental  executive  retirement  benefits for the Chief
      Executive Officer and Chief Financial Officer that were implemented by the
      Company in early 2003

o     the increasing expense of the tax qualified Employee Stock Ownership Plan,
      with  associated  costs  rising  due to the  higher  market  price  of the
      Company's common stock

In addition,  the Bank owned life insurance policies provide significant key man
insurance to the Company.

      Deposits  increased  from $432.3  million at  December  31, 2001 to $458.3
million at December 31, 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 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.

      Total  deposits  decreased  by $3.3 million  during the fourth  quarter of
2002.   Contributing   factors   included  the  Company's   declining  to  match
significantly above market rates offered on selected transaction accounts by two
large thrifts and seasonal  deposit  balance  reductions  by certain  commercial
banking customers. The Company was, however, successful in increasing the number
of deposit  accounts  maintained by customers with  commercial  banking and real
estate lending relationships during the fourth quarter of 2002.


Monterey Bay Bancorp, Inc.                                                Page 9
Press Release
January 29, 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 49.3% of total deposits at December 31, 2002.  This shift in mix  contributed
to the  Company's  reducing  its weighted  average  cost of deposits  from 2.26%
during  the third  quarter of 2002 to 2.05%  during the fourth  quarter of 2002.
This 21  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     hiring 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

o     hiring a new Director of Retail  Banking  effective in February  2003 with
      extensive local financial industry experience

      The prior  Director of Retail  Banking will continue to assist the Company
in its  implementation of the strategic plan by serving as Chief  Administrative
Officer.

      Checking  account  balances  increased  from $63.6 million at December 31,
2001 to $67.2  million at December  31,  2002.  The Company  plans to  introduce
several new consumer  checking  products during 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 latter part 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.


Monterey Bay Bancorp, Inc.                                               Page 10
Press Release
January 29, 2003


      Money market  deposits  increased from $105.8 million at December 31, 2001
to $126.1  million at December 31, 2002.  Factors  supporting  the rise in money
market  balances in 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  introduced two new money market accounts at the
beginning of 2003:  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 superior customer service provided by
local bankers familiar with their business.

      The  Company's  ratio of net loans to deposits was 114.21% at December 31,
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

o     taking  advantage of  opportunities  to cost  effectively  issue a limited
      volume of brokered  certificates  of deposit  during the first  quarter of
      2003

o     selling a greater percentage of total residential loan production into the
      secondary market

      In early 2003, the Bank was actively  negotiating for the lease of a 3,000
square foot building to serve as a de novo branch in its primary market area. In
addition,  effective in January 2003, the Bank received approval from the Office
of  Thrift   Supervision   to  operate  a  branch  at  the  Company's   existing
Administrative Headquarters building in Watsonville.  This branch will primarily
serve the Bank's growing base of commercial business,  construction,  and income
property real estate customers who are served by relationship officers operating
from the Headquarters building.

      Borrowings  increased  from $53.8  million at  December  31, 2001 to $93.8
million at December 31, 2002. The increase was associated  with funding the rise
in the loan and  security  portfolios.  All of the  Company's  FHLB  advances at
December 31, 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.  All of the Bank's regulatory capital ratios
increased  from  December 31, 2001 to December 31, 2002,  despite a  significant
rise in Bank assets,  due to the increased net income  generated by the Bank and
because of a $1.0 million capital  contribution  from the holding company during
the fourth quarter of 2002.


Monterey Bay Bancorp, Inc.                                               Page 11
Press Release
January 29, 2003


      Consolidated stockholders' equity increased from $50.2 million at December
31, 2001 to a record $56.1 million at December 31, 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 and the Performance Equity Plan

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

o     the exercise of 48,463 vested stock options

      The above factors more than offset the impact of the  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's stock repurchases during 2002 were comprised
of the following:

                                Number Of                    Price
2002                               Shares                Of Shares
Quarter                       Repurchased              Repurchased
- -----------------        -----------------        -----------------

First                               5,000                   $16.25

Second                               None                       --

Third                               5,000                   $17.10
                                    5,000                   $17.20
                                    5,000                   $17.24
                                    5,000                   $17.25
                                    5,000                   $17.36

Fourth                             31,000                   $18.15

Full Year 2002                     61,000           $17.62 average

      At December 31, 2002, there were 53,035  remaining  shares  authorized for
repurchase under the Company's current repurchase program.


Monterey Bay Bancorp, Inc.                                               Page 12
Press Release
January 29, 2003


      The 2003 annual meeting of stockholders  will take place on Thursday,  May
22, 2003 at 9:00 AM Pacific Time in Watsonville,  California.  All  stockholders
are  cordially  invited  to  attend.  The  Board of  Directors  has  established
Wednesday,  March 26,  2003 as the  Record  Date for  voting at the 2003  annual
meeting of stockholders.

      In reviewing  the most recent  quarter,  C. Edward  Holden,  the Company's
Chief Executive Officer and President,  commented: "We are pleased to report the
seventh consecutive quarter of increased earnings per share, and the achievement
of record  levels of loans,  assets,  and tangible  book value per share.  These
results reinforce the benefits deriving from our continued focus on relationship
banking and ongoing involvement in our local communities. It has been gratifying
during 2002 to be able to meet a broader  range of  customer  needs while at the
same time  generating  record  levels of net  income for our  stockholders.  Our
introduction  of new  financial  products  and  services,  including  commercial
letters of credit and enhanced money market accounts, has assisted in attracting
new customers  and better  helping  existing  customers  attain their  financial
objectives."

      Mr.  Holden  continued:  "Three  other  accomplishments  of  which  we are
particularly proud are the maintenance of strong credit quality in a challenging
economic  environment,  the 28.7% rise in the price of MBBC common  stock during
2002,  and  the  record  levels  of  community   involvement  and  contributions
associated  with  our  employees  and  Directors.  Upon  hearing  of  particular
difficulties  experienced by local food banks in feeding the hungry this winter,
we conducted an extensive  campaign to raise awareness and increase donations of
food and money.  At the same time, we extended  credit to help local  businesses
expand  and  create new jobs.  Looking  forward to 2003,  we start the year with
positive  momentum  in a number of areas,  a strong  and larger  balance  sheet,
improved capital  utilization,  and an ongoing commitment to creating additional
stockholder  value.  However,  we expect our  financial  results  for 2003 to be
tempered by the current economic  environment,  possibly  including impacts from
international  events, and by the Company's continued need to invest in employee
recruitment  and  training,   technology,  product  development,  and  augmented
distribution and service channels."

      McKenzie Moss,  Chairman of the Board of Directors,  remarked:  "While our
progress from just one year ago is substantial, we recognize the need to further
improve  earnings  and  profitability  to the  levels  generated  by our  better
performing  peers. The Board maintains strong  commitments to quality  corporate
governance and enhancing  stockholder  value. With regard to stockholder  value,
the Directors adopted a new Board compensation program during the fourth quarter
of  2002  that  better  links   Directors   fees  to  a  Director's   individual
contribution.  In addition,  all Director fees are paid in Company common stock.
Management's  alignment with  stockholder  value was exhibited during the fourth
quarter of 2002,  when the Chief Executive  Officer and Chief Financial  Officer
again volunteered to accept a portion of their annual incentive  compensation in
Company  common stock.  The Board of Directors  recognizes and  appreciates  the
continued support of our stockholders throughout 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.


Monterey Bay Bancorp, Inc.                                               Page 13
Press Release
January 29, 2003


      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", "plans", "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,  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 ---



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



                                                                    December 31,      December 31,
Financial Condition Data                                                   2002              2001
- -------------------------------------------------------------       -----------         ---------
                                                                                  
Cash and cash equivalents                                             $  11,447         $  13,079
Investment securities available for sale                                  7,030             7,300
Mortgage backed securities available for sale                            37,466            30,644

Loans held for sale                                                       1,545               713

Loans receivable held for investment:
      Residential one to four unit real estate loans                    187,471           204,829
      Multifamily five or more units real estate loans                  118,004           103,854
      Commercial and industrial real estate loans                       140,027           109,988
      Construction loans                                                 69,526            38,522
      Land loans                                                         24,801            11,924
      Commercial loans                                                   18,008             8,843
      Other loans                                                         9,216             6,980
                                                                      ---------         ---------

   Sub-total gross loans held for investment                            567,053           484,940

   (Less) / Plus:
      Undisbursed construction loan funds                               (36,683)          (12,621)
      Unamortized purchase premiums, net of purchase discounts              848               435
      Deferred loan fees and costs, net                                  (1,127)             (202)
      Allowance for loan losses                                          (8,162)           (6,665)
                                                                      ---------         ---------

Loans receivable held for investment, net                               521,929           465,887

Investment in capital stock of the Federal Home Loan Bank                 4,679             2,998
Accrued interest receivable                                               2,867             2,915
Premises and equipment, net                                               7,161             7,618
Core deposit intangibles, net                                               833             1,514
Bank owned life insurance                                                 9,036                --
Real estate acquired via foreclosure, net                                   846                --
Other assets                                                              4,857             4,723
                                                                      ---------         ---------

Total assets                                                          $ 609,696         $ 537,391
                                                                      =========         =========

Non-interest bearing demand deposits                                  $  23,549         $  21,062
Interest bearing NOW checking accounts                                   43,629            42,557
Savings accounts                                                         18,474            19,127
Money market accounts                                                   126,061           105,828
Certificates of deposit                                                 246,621           243,765
                                                                      ---------         ---------

Total deposits                                                          458,334           432,339
FHLB advances and other borrowings                                       93,805            53,800
Other liabilities                                                         1,454             1,090
                                                                      ---------         ---------

Total liabilities                                                       553,593           487,229
                                                                      ---------         ---------

Stockholders' equity                                                     56,103            50,162
                                                                      ---------         ---------

Total liabilities and stockholders' equity                            $ 609,696         $ 537,391
                                                                      =========         =========



                                       14


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



                                                                         Three Months Ended                      Year Ended
                                                                            December 31,                        December 31,
                                                                    ----------------------------        ----------------------------
Operating Data                                                         2002              2001              2002              2001
- ----------------------------------------------------                ----------        ----------        ----------        ----------
                                                                                                              
Interest income                                                     $    8,861        $    9,267        $   35,486        $   38,731
Interest expense                                                         2,990             4,066            12,907            18,990
                                                                    ----------        ----------        ----------        ----------

Net interest income before provision for loan losses                     5,871             5,201            22,579            19,741
Provision for loan losses                                                  400               325             1,510             1,400
                                                                    ----------        ----------        ----------        ----------

Net interest income after provision for loan losses                      5,471             4,876            21,069            18,341
                                                                    ----------        ----------        ----------        ----------

Non-interest income:
     Customer service charges                                              411               405             1,541             1,688
     Gain on sale of loans held for sale                                    89                41               170                88
     Commissions from sales of non-insured products                         25                22               125               244
     Income from loan servicing                                             16                24                63               101
     Gain on sale of mortgage backed securities                             --                --                35               190
     Other income                                                           81                46               193               255
                                                                    ----------        ----------        ----------        ----------

Total non-interest income                                                  622               538             2,127             2,566
                                                                    ----------        ----------        ----------        ----------

Non-interest expense:
     Compensation and employee benefits                                  1,929             1,805             7,626             6,857
     Occupancy and equipment                                               428               430             1,705             1,652
     Amortization of intangible assets                                     170               170               681               681
     Supplies, postage, and telecommunications                             170               152               675               663
     Data and item processing                                              145               131               567               876
     Legal and accounting                                                  114               138               442               863
     Advertising and promotion                                              86               108               300               251
     Deposit insurance premiums                                             19                50               140               198
     Other                                                                 407               436             1,644             2,328
                                                                    ----------        ----------        ----------        ----------

Total non-interest expense                                               3,468             3,420            13,780            14,369
                                                                    ----------        ----------        ----------        ----------

Income before provision for income taxes                                 2,625             1,994             9,416             6,538
Provision for income taxes                                               1,005               851             3,778             2,787
                                                                    ----------        ----------        ----------        ----------

Net income                                                          $    1,620        $    1,143        $    5,638        $    3,751
                                                                    ==========        ==========        ==========        ==========

Shares applicable to basic earnings per share                        3,369,803         3,318,113         3,369,600         3,275,303
Basic earnings per share                                            $     0.48        $     0.34        $     1.67        $     1.15
                                                                    ==========        ==========        ==========        ==========

Shares applicable to diluted earnings per share                      3,505,016         3,412,222         3,497,150         3,343,233
Diluted earnings per share                                          $     0.46        $     0.33        $     1.61        $     1.12
                                                                    ==========        ==========        ==========        ==========



                                       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,         Year Ended December 31,
                                                                 ------------------------------       ------------------------------
                                                                     2002              2001               2002              2001
                                                                 ------------      ------------       ------------      ------------
                                                                                                            
Profitability Ratios [1]
- ------------------------------------------

Return on average assets                                                 1.11%             0.86%             1.00%             0.73%
Return on average equity                                                11.64%             9.17%            10.50%             7.94%
Interest rate spread during the period                                   4.01%             3.79%             3.96%             3.67%
Net interest income / average total assets                               4.02%             3.92%             4.01%             3.83%
Net interest margin                                                      4.24%             4.12%             4.22%             4.04%
Efficiency ratio                                                        53.41%            59.59%            55.78%            64.41%

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

Average total assets                                              $   583,791       $   531,389       $   562,500       $   515,351
Average interest earning assets                                   $   553,899       $   505,110       $   534,986       $   488,796


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

Non-accrual loans                                                 $     2,643       $     2,252
Non-performing loans                                              $     2,643       $     2,252
Real estate acquired via foreclosure, net                         $       846                --
Allowance for loan losses                                         $     8,162       $     6,665

Non-performing loans /
     total assets                                                        0.43%             0.42%
Allowance for loan losses /
     loans outstanding                                                   1.54%             1.41%
Allowance for loan losses /
     non-accrual loans                                                 308.82%           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                                       11.63%            11.38%
Total risk based capital ratio                                          12.88%            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                                                  114.21%           107.92%
Tangible book value per share                                     $     16.00       $     14.08
Shares outstanding                                                  3,454,315         3,456,097
Stock price at end of period                                      $     19.95       $     15.50


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


                                       16