content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
  
                                     FORM 8-K
  
  
                              Current Report Pursuant
                           to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): May 21, 1999
  
  
                                Greater Bay Bancorp
              (Exact name of registrant as specified in its charter)
  
  
  
              California                                 77-0387041
    (State or other jurisdiction of                   (I.R.S. employer
     incorporation or organization)                 identification number)
  
  
  
                          Commission file number:  0-25034
  
  
                              2860 West Bayshore Road
                            Palo Alto, California 94303
               (Address of principal executive offices and zip code)
  
  
         Registrant's telephone number, including area code: (650) 813-8200
  
  
  
  
  
  <PAGE>
  
  Item 5.  Other Events.
  
       (a) On May 21, 1999, Greater Bay Bancorp (the "Registrant") consummated its
  merger with Bay Area Bancshares ("BAB") pursuant to an Agreement and Plan of
  Reorganization, dated as of January 26, 1999 (the "Agreement"), providing for
  the merger of BAB with and into the Registrant (the "Merger").  In accordance
  with the Agreement, former shareholders of BAB received 1.38682 shares of the
  Registrant's common stock in exchange for each of their shares of BAB common
  stock.  As a result of the Merger, Bay Area Bank, formerly a wholly owned
  subsidiary of BAB, became a wholly owned subsidiary of the Registrant.  The
  Merger was accounted for as a pooling of interests.
  
       The Registrant issued a press release announcing completion of the Merger
  on May 24, 1999, a copy of which is attached hereto as Exhibit 99.1.
  
       For a more detailed discussion of the terms and conditions of the Agreement
  and the Merger, reference is made to the Registrant's Registration Statement on
  Form S-4 (Registration No. 333-72701) filed with the Securities and Exchange
  Commission on February 22, 1999, as amended by Amendment No. 1 thereto filed
  with the Securities and Exchange Commission on March 18, 1999, incorporated
  herein by this reference.
  
       (b) On May 27, 1999, the Registrant issued a press release announcing its
  second quarter dividend, a copy of which is attached hereto as Exhibit 99.2.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 1999, by
         and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
         reference from the Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998)
  
  99.1   Press Release dated May 24, 1999
  
  99.2   Press Release dated May 27, 1999
  
                                         2
  <PAGE>
  
                                    SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                          Greater Bay Bancorp
                                          (Registrant)
  
  
  
  Dated: June 4, 1999                     By:   /s/ Linda M. Iannone
                                                --------------------
                                                Linda M. Iannone
                                                Senior Vice President and General
                                                Counsel
  
                                         3
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 1999, by
         and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
         reference from the Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998)
  
  99.1   Press Release dated May 24 1999
  
  99.2   Press Release dated May 27, 1999
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4186}]
metadata_filer: {"company-data": {"conformed-name": "GREATER BAY BANCORP", "cik": "0000775473", "assigned-sic": "6021", "irs-number": "770387041", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25034", "film-number": "99641284"}, "business-address": {"street1": "2860 WEST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4153751555"}, "mail-address": {"street1": "2860 BAYSHORE ROAD", "street2": "420 COWPER ST", "city": "PALO ALTO", "state": "CA", "zip": "943011504"}, "former-company": [{"former-conformed-name": "MID PENINSULA BANCORP", "date-changed": "19941031"}, {"former-conformed-name": "SAN MATEO COUNTY BANCORP", "date-changed": "19920703"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                              Current Report Pursuant
                           to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): May 21, 1999
  
                                Greater Bay Bancorp
              (Exact name of registrant as specified in its charter)
  
              California                                 77-0387041
    (State or other jurisdiction of                   (I.R.S. employer
     incorporation or organization)                 identification number)
  
                          Commission file number:  0-25034
  
                              2860 West Bayshore Road
                            Palo Alto, California 94303
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (650) 813-8200
  Item 5.  Other Events.
  
       (a) On May 21, 1999, Greater Bay Bancorp (the "Registrant") consummated its
  merger with Bay Area Bancshares ("BAB") pursuant to an Agreement and Plan of
  Reorganization, dated as of January 26, 1999 (the "Agreement"), providing for
  the merger of BAB with and into the Registrant (the "Merger").  In accordance
  with the Agreement, former shareholders of BAB received 1.38682 shares of the
  Registrant's common stock in exchange for each of their shares of BAB common
  stock.  As a result of the Merger, Bay Area Bank, formerly a wholly owned
  subsidiary of BAB, became a wholly owned subsidiary of the Registrant.  The
  Merger was accounted for as a pooling of interests.
  
       The Registrant issued a press release announcing completion of the Merger
  on May 24, 1999, a copy of which is attached hereto as Exhibit 99.1.
  
       For a more detailed discussion of the terms and conditions of the Agreement
  and the Merger, reference is made to the Registrant's Registration Statement on
  Form S-4 (Registration No. 333-72701) filed with the Securities and Exchange
  Commission on February 22, 1999, as amended by Amendment No. 1 thereto filed
  with the Securities and Exchange Commission on March 18, 1999, incorporated
  herein by this reference.
  
       (b) On May 27, 1999, the Registrant issued a press release announcing its
  second quarter dividend, a copy of which is attached hereto as Exhibit 99.2.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 1999, by
         and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
         reference from the Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998)
  
  99.1   Press Release dated May 24, 1999
  
  99.2   Press Release dated May 27, 1999
  
                                         2
  SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                          Greater Bay Bancorp
                                          (Registrant)
  
  Dated: June 4, 1999                     By:   /s/ Linda M. Iannone
                                                --------------------
                                                Linda M. Iannone
                                                Senior Vice President and General
                                                Counsel
  
                                         3
  Exhibit Index
                                   -------------
  
  2.1    Agreement and Plan of Reorganization, dated as of January 26, 1999, by
         and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
         reference from the Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998)
  
  99.1   Press Release dated May 24 1999
  
  99.2   Press Release dated May 27, 1999
  
                                         4