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): November 30, 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 November 30, 2000, Greater Bay Bancorp (the "Registrant") consummated
  its acquisition of The Matsco Companies Inc. ("Matsco") pursuant to a Stock
  Purchase Agreement, dated as of August 8, 2000 (the "Agreement"), providing for
  the acquisition by the Registrant of all of the outstanding capital stock of
  Matsco (the "Acquisition"). Immediately following the Acquisition, Matsco merged
  with and into the Registrant and the Registrant contributed substantially all of
  the assets of Matsco to Cupertino National Bank, a subsidiary of the Registrant.
  As a result, The Matsco Companies currently operates as a division of Cupertino
  National Bank.
  
       The Registrant issued a press release announcing completion of the
  Acquisition on November 30, 2000, a copy of which is attached hereto as Exhibit
  99.1.
  
  Item 7.   Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1       Stock Purchase Agreement, dated as of August 8, 2000, by and among
            Greater Bay Bancorp, The Matsco Companies Inc. and the shareholders
            thereof (incorporated by reference from the Registrant's Current
            Report on Form 8-K filed August 10, 2000)
  
  99.1      Press Release issued November 30, 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: December 1, 2000                By:  /s/ Linda M. Iannone
                                              ------------------------------------
                                              Linda M. Iannone
                                              Senior Vice President and General
                                              Counsel
  
                                         3
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  2.1  Stock Purchase Agreement, dated as of August 8, 2000, by and among Greater
       Bay Bancorp, The Matsco Companies Inc. and the shareholders thereof
       (incorporated by reference from the Registrant's Current Report on Form 8-K
       filed August 10, 2000)
  
  99.1 Press Release issued November 30, 2000
  
                                         4
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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": "782114"}, "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): November 30, 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 November 30, 2000, Greater Bay Bancorp (the "Registrant") consummated
  its acquisition of The Matsco Companies Inc. ("Matsco") pursuant to a Stock
  Purchase Agreement, dated as of August 8, 2000 (the "Agreement"), providing for
  the acquisition by the Registrant of all of the outstanding capital stock of
  Matsco (the "Acquisition"). Immediately following the Acquisition, Matsco merged
  with and into the Registrant and the Registrant contributed substantially all of
  the assets of Matsco to Cupertino National Bank, a subsidiary of the Registrant.
  As a result, The Matsco Companies currently operates as a division of Cupertino
  National Bank.
  
       The Registrant issued a press release announcing completion of the
  Acquisition on November 30, 2000, a copy of which is attached hereto as Exhibit
  99.1.
  
  Item 7.   Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1       Stock Purchase Agreement, dated as of August 8, 2000, by and among
            Greater Bay Bancorp, The Matsco Companies Inc. and the shareholders
            thereof (incorporated by reference from the Registrant's Current
            Report on Form 8-K filed August 10, 2000)
  
  99.1      Press Release issued November 30, 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: December 1, 2000                By:  /s/ Linda M. Iannone
                                              ------------------------------------
                                              Linda M. Iannone
                                              Senior Vice President and General
                                              Counsel
  
                                         3
  Exhibit Index
                                   -------------
  
  2.1  Stock Purchase Agreement, dated as of August 8, 2000, by and among Greater
       Bay Bancorp, The Matsco Companies Inc. and the shareholders thereof
       (incorporated by reference from the Registrant's Current Report on Form 8-K
       filed August 10, 2000)
  
  99.1 Press Release issued November 30, 2000
  
                                         4