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): March 12, 2002
  
                                 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.
  
       On March 12, 2002, Greater Bay Bancorp (the "Registrant") consummated its
  acquisition of Alburger, Basso, deGrosz Insurance Services, Inc. ("ABD")
  pursuant to an Amended and Restated Agreement and Plan of Merger and
  Reorganization, dated as of March 11, 2002 (the "Agreement"), providing for the
  initial merger of ABD Acquisition Corp., a wholly owned subsidiary of the
  Registrant, with and into ABD (the "Merger") . As a result of the Merger, ABD
  became a wholly owned subsidiary of the Registrant. Prior to December 31, 2002,
  a second merger will occur in which ABD will merge with and into ABD Insurance
  and Financial Services (formerly known as GBBK Corp.), also a wholly owned
  subsidiary of the Registrant.
  
       The Registrant issued a press release announcing completion of the Merger
  on March 12, 2002, a copy of which is attached hereto as Exhibit 99.1.
  
  Item 7. Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1  Amended and Restated Agreement and Plan of Merger and Reorganization, dated
       as of March 11, 2002, by and among Greater Bay Bancorp, Alburger, Basso,
       deGrosz Insurance Services, Inc., ABD Acquisition Corp. and ABD Insurance
       and Financial Services
  
  99.1 Press Release issued March 12, 2002
  
                                          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: March 14, 2002                      By: /s/ Linda  M. Iannone
                                                ----------------------------------
                                                Linda M. Iannone
                                                Senior Vice President and General
                                                Counsel
  
                                          3
  
  <PAGE>
  
  
                                    Exhibit Index
                                    -------------
  
  2.1  Amended and Restated Agreement and Plan of Merger and Reorganization, dated
       as of March 11, 2002, by and among Greater Bay Bancorp, Alburger, Basso,
       deGrosz Insurance Services, Inc., ABD Acquisition Corp. and ABD Insurance
       and Financial Services
  
  99.1 Press Release issued March 12, 2002
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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": "02575083"}, "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): March 12, 2002
  
                                 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.
  
       On March 12, 2002, Greater Bay Bancorp (the "Registrant") consummated its
  acquisition of Alburger, Basso, deGrosz Insurance Services, Inc. ("ABD")
  pursuant to an Amended and Restated Agreement and Plan of Merger and
  Reorganization, dated as of March 11, 2002 (the "Agreement"), providing for the
  initial merger of ABD Acquisition Corp., a wholly owned subsidiary of the
  Registrant, with and into ABD (the "Merger") . As a result of the Merger, ABD
  became a wholly owned subsidiary of the Registrant. Prior to December 31, 2002,
  a second merger will occur in which ABD will merge with and into ABD Insurance
  and Financial Services (formerly known as GBBK Corp.), also a wholly owned
  subsidiary of the Registrant.
  
       The Registrant issued a press release announcing completion of the Merger
  on March 12, 2002, a copy of which is attached hereto as Exhibit 99.1.
  
  Item 7. Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1  Amended and Restated Agreement and Plan of Merger and Reorganization, dated
       as of March 11, 2002, by and among Greater Bay Bancorp, Alburger, Basso,
       deGrosz Insurance Services, Inc., ABD Acquisition Corp. and ABD Insurance
       and Financial Services
  
  99.1 Press Release issued March 12, 2002
  
                                          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: March 14, 2002                      By: /s/ Linda  M. Iannone
                                                ----------------------------------
                                                Linda M. Iannone
                                                Senior Vice President and General
                                                Counsel
  
                                          3
  Exhibit Index
                                    -------------
  
  2.1  Amended and Restated Agreement and Plan of Merger and Reorganization, dated
       as of March 11, 2002, by and among Greater Bay Bancorp, Alburger, Basso,
       deGrosz Insurance Services, Inc., ABD Acquisition Corp. and ABD Insurance
       and Financial Services
  
  99.1 Press Release issued March 12, 2002