content: <PAGE>
  
                 UNITED STATES 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):  July 21, 2000
  
  
                                GREATER BAY BANCORP
              (Exact name of registrant as specified in its charter)
  
                California                               77-0387041
       (State or other jurisdiction of                  (IRS Employer
       incorporation or organization)                   Identification No.)
  
                          COMMISSION FILE NUMBER:  0-25034
  
               2860 West Bayshore Road, Palo Alto, California 94303
                 (Address of principal executive offices)   (Zip Code)
  
                                  (650) 813-8200
               (Registrant's telephone number, including area code)
  <PAGE>
  
  ITEM 5.  OTHER ITEMS.
  
       On July 21, 2000, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of Bank of Santa Clara which was accounted for as a pooling-of-
  interests.  Shareholders of Bank of Santa Clara received 0.8499 shares of the
  Registrant's Common Stock for each outstanding share of Bank of Santa Clara
  Common Stock.  A total of approximately 2,001,000 shares were issued in the
  transaction.
  
       The supplemental consolidated financial statements, which reports results
  of the Registrant as of and for the quarter ended June 30, 2000, filed herewith
  have been prepared accounting for the merger using the pooling-of-interests
  method of accounting. On July 26, 2000, the Registrant filed a Report on Form
  8-K which included supplemental consolidated financial statements of the
  registrant, as of and for the year ended December 31, 1999 and as of and for the
  quarter ended March 31, 2000, accounting for the merger using the pooling-of-
  interests method of accounting. Upon publication of the Registrant's financial
  statements for a period which includes July 21, 2000, these supplemental
  consolidated financial statements will become the historical financial
  statements of the Registrant.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  EXHIBIT
   NO.                                   EXHIBITS
  -------                                --------
  
  27.1  Restated Financial Data Schedules for the six months ended June 30, 2000
        (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Quarters Ended June 30, 2000 and 1999:
  
        Supplemental Consolidated Balance Sheet as of June 30, 2000 and
        December 31, 1999
        Supplemental Consolidated Statements of Operations for the Three and Six
        Months Ended June 30, 2000   and 1999
        Supplemental Consolidated Statements of Comprehensive Income for the Three
        and Six Months Ended   June 30, 2000 and 1999
        Supplemental Consolidated Statements of Cash Flows for the Six Months
        Ended June 30, 2000 and 1999
        Notes to Supplemental Consolidated Financial Statements
        Management's Discussion and Analysis
  
                                         2
  <PAGE>
  
                                     SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
  AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
  THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
  
  GREATER BAY BANCORP
  (Registrant)
  
  By:
  
  /s/ Shawn E. Saunders
  ---------------------
  Shawn E. Saunders
    Senior Vice President,
    Finance and Accounting
  
  
  Date:  August 7, 2000
  
                                         3
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibits.
  
  27.1     Restated Financial Data Schedules for the three months ended March 31,
           2000 filing through EDGAR) (included in electronic
  
  99.1     Supplemental Consolidated Financial Statements and Supplementary Data
           (restated to include Bank of Santa Clara)
  
           For the Quarters Ended June 30, 2000 and 1999:
  
           Supplemental Consolidated Balance Sheet as of June 30, 2000 and
           December 31, 1999
           Supplemental Consolidated Statements of Operations for the Three and
           Six Months Ended June 30, 2000 and 1999
           Supplemental Consolidated Statements of Comprehensive Income for the
           Three and Six Months Ended June 30, 2000 and 1999
           Supplemental Consolidated Statements of Cash Flows for the Three and
           Six Months Ended June 30, 2000 and 1999
           Notes to Supplemental Consolidated Financial Statements
           Management's Discussion and Analysis
  
                                        4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K DATED JULY 21, 2000", "secsgml_size_bytes": 4812}]
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": "687329"}, "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: UNITED STATES 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):  July 21, 2000
  
                                GREATER BAY BANCORP
              (Exact name of registrant as specified in its charter)
  
                California                               77-0387041
       (State or other jurisdiction of                  (IRS Employer
       incorporation or organization)                   Identification No.)
  
                          COMMISSION FILE NUMBER:  0-25034
  
               2860 West Bayshore Road, Palo Alto, California 94303
                 (Address of principal executive offices)   (Zip Code)
  
                                  (650) 813-8200
               (Registrant's telephone number, including area code)
  ITEM 5.  OTHER ITEMS.
  
       On July 21, 2000, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of Bank of Santa Clara which was accounted for as a pooling-of-
  interests.  Shareholders of Bank of Santa Clara received 0.8499 shares of the
  Registrant's Common Stock for each outstanding share of Bank of Santa Clara
  Common Stock.  A total of approximately 2,001,000 shares were issued in the
  transaction.
  
       The supplemental consolidated financial statements, which reports results
  of the Registrant as of and for the quarter ended June 30, 2000, filed herewith
  have been prepared accounting for the merger using the pooling-of-interests
  method of accounting. On July 26, 2000, the Registrant filed a Report on Form
  8-K which included supplemental consolidated financial statements of the
  registrant, as of and for the year ended December 31, 1999 and as of and for the
  quarter ended March 31, 2000, accounting for the merger using the pooling-of-
  interests method of accounting. Upon publication of the Registrant's financial
  statements for a period which includes July 21, 2000, these supplemental
  consolidated financial statements will become the historical financial
  statements of the Registrant.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  EXHIBIT
   NO.                                   EXHIBITS
  -------                                --------
  
  27.1  Restated Financial Data Schedules for the six months ended June 30, 2000
        (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Santa Clara)
  
        For the Quarters Ended June 30, 2000 and 1999:
  
        Supplemental Consolidated Balance Sheet as of June 30, 2000 and
        December 31, 1999
        Supplemental Consolidated Statements of Operations for the Three and Six
        Months Ended June 30, 2000   and 1999
        Supplemental Consolidated Statements of Comprehensive Income for the Three
        and Six Months Ended   June 30, 2000 and 1999
        Supplemental Consolidated Statements of Cash Flows for the Six Months
        Ended June 30, 2000 and 1999
        Notes to Supplemental Consolidated Financial Statements
        Management's Discussion and Analysis
  
                                         2
  SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
  AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
  THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
  
  GREATER BAY BANCORP
  (Registrant)
  
  By:
  
  /s/ Shawn E. Saunders
  ---------------------
  Shawn E. Saunders
    Senior Vice President,
    Finance and Accounting
  
  Date:  August 7, 2000
  
                                         3
  EXHIBIT INDEX
  
  Exhibits.
  
  27.1     Restated Financial Data Schedules for the three months ended March 31,
           2000 filing through EDGAR) (included in electronic
  
  99.1     Supplemental Consolidated Financial Statements and Supplementary Data
           (restated to include Bank of Santa Clara)
  
           For the Quarters Ended June 30, 2000 and 1999:
  
           Supplemental Consolidated Balance Sheet as of June 30, 2000 and
           December 31, 1999
           Supplemental Consolidated Statements of Operations for the Three and
           Six Months Ended June 30, 2000 and 1999
           Supplemental Consolidated Statements of Comprehensive Income for the
           Three and Six Months Ended June 30, 2000 and 1999
           Supplemental Consolidated Statements of Cash Flows for the Three and
           Six Months Ended June 30, 2000 and 1999
           Notes to Supplemental Consolidated Financial Statements
           Management's Discussion and Analysis
  
                                        4