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): August 8, 2000
  
  
                                 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 August 8, 2000, Greater Bay Bancorp (the "Registrant") entered into
  a Stock Purchase Agreement with The Matsco Companies Inc. ("Matsco") and the
  shareholders thereof providing for the acquisition by the Registrant of all of
  the outstanding shares of capital stock of Matsco, subject to the terms and
  conditions therein, including the receipt of all required regulatory approvals.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2        Stock Purchase Agreement, dated as of August 8, 2000, by and among
           Greater Bay Bancorp, The Matsco Companies Inc. and the shareholders
           thereof
  
  99.1     Press Release dated August 8, 2000
  
                                         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: August 8, 2000                       By:  /s/  Linda  M. Iannone
                                                 ---------------------------------
                                                   Linda M. Iannone
                                                   Senior Vice President and
                                                   General Counsel
  
                                         3
  <PAGE>
  
                                    Exhibit Index
                                    -------------
  
  
  2        Stock Purchase Agreement, dated as of August 8, 2000 by and among
           Greater Bay Bancorp, The Matsco Companies Inc. and the
           shareholders thereof
  
  99.1     Press Release dated August 8, 2000
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 2942}]
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": "691364"}, "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): August 8, 2000
  
                                 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 August 8, 2000, Greater Bay Bancorp (the "Registrant") entered into
  a Stock Purchase Agreement with The Matsco Companies Inc. ("Matsco") and the
  shareholders thereof providing for the acquisition by the Registrant of all of
  the outstanding shares of capital stock of Matsco, subject to the terms and
  conditions therein, including the receipt of all required regulatory approvals.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2        Stock Purchase Agreement, dated as of August 8, 2000, by and among
           Greater Bay Bancorp, The Matsco Companies Inc. and the shareholders
           thereof
  
  99.1     Press Release dated August 8, 2000
  
                                         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: August 8, 2000                       By:  /s/  Linda  M. Iannone
                                                 ---------------------------------
                                                   Linda M. Iannone
                                                   Senior Vice President and
                                                   General Counsel
  
                                         3
  Exhibit Index
                                    -------------
  
  2        Stock Purchase Agreement, dated as of August 8, 2000 by and among
           Greater Bay Bancorp, The Matsco Companies Inc. and the
           shareholders thereof
  
  99.1     Press Release dated August 8, 2000
  
                                         4