FORM 4

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

(Print or Type Responses)

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,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response .... 0.5

Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

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

Fernandez

Gonzalo

Pacific Crest Capital Inc. PCCI

Director

10% Owner

(Last)

(First)

(Middle)

I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

Statement for
Month/Day/Year

X Officer (give
title below)

Other
(specify below)

30343 Canwood Street

01/2003

Executive Vice President

(Street)

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

Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One

Agoura Hills

91301

Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date
(Month/Day/Year)

2A.

Deemed Execution Date, if any
(Month/Day/Year)

Transaction Code
(Instr. 8)

Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

Amount

(A) or (D)

Price

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security
(Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date
(Month/Day/Year)

3A.

Deemed Execution Date, if any
(Month/Day/Year)

Transaction Code
(Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

Code

(A)

(D)

Date
Exercisable

Expiration Date

Stock Options

17.14

1/23/2003

5,000

01/23/2005

01/23/2013


7.	Title and Amount of Underlying Securities (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 of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

	Common Stock	5,000		17.14		5,000		D

Explanation of Responses: Employee Incentive Stock Options become exercisable in 33¹/3 increments on the second, third and fourth anniversary dates of the grant. The grant includes tandem tax withholding rights.

/s/ Gonzalo Fernandez		1/23/03
**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.

PACIFIC CREST CAPITAL INC 4