SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FOSTER THOMAS

(Last)

(First)

(Middle)

8 ESCALON DRIVE

(Street)

MILL VALLEY

94901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BAY VIEW CAPITAL CORP [ BVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Bay View Capital Corporation (BVC)	04/12/2004		M/K		17,858	A	⁽¹⁾	17,858	I	Deferred Compensation Trust⁽¹⁾
Bay View Capital Corporation (BVC)								50,000	D
Bay View Capital Corporation (BVC)								7,525	I	Foster Living Trust
Bay View Capital Corporation (BVC)								9,404	I	Keogh Plan
Bay View Capital Corporation (BVC)								1,690	I	Outside Directors Ret Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phanton Stock	⁽¹⁾	04/12/2003		C/K			17,858	⁽¹⁾	⁽¹⁾	BVC	17,858	⁽¹⁾	0	D

Explanation of Responses:

1. Between 1996 and 11/02, the company adopted the stock in lieu of cash plan which provided for the deferral of director fees earned by non-employee directors in the form of stock units (phantom) that were credited to accounts maintained for the non employee directors. In January 2003, the Compensation and Benefits Committee of the Board approved the transfer of the administration of the stock in lieu of cash plan to a trust and amended the plan to provide that the company may facilitate the settlement of the stock unit accounts by delivery shares of the company's common stock to the trustee to be held subject to the terms of the trust, to be held and maintained by or on behalf of the company in the same manner as are stock units in the stock unit acounts. In order to facilitate a more efficient manner of future distributions of the units in accordance with the plan, it was deemed best to convert the phantom stock units to equalivant shares of the company stock.

Remarks:

Power of Attorney on file

	Filed on behalf of Thomas Foster by Joseph J. Catalano, General Counsel	04/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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