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):  January 31, 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 January 31, 2000, Greater Bay Bancorp (the "Registrant") completed a
  merger with Mt. Diablo Bancshares ("MD Bancshares"), the holding company of Mt.
  Diablo National Bank ("MDNB"), which was accounted for as a pooling-of-
  interests.  Shareholders of MD Bancshares received 0.9532 shares of the
  Registrant's Common Stock for each outstanding share of MD Bancshares Common
  Stock.  A total of 1,395,499 shares were issued in the transaction.
  
       The supplemental consolidated financial statements filed herewith have been
  prepared accounting for the merger using the pooling-of-interests method of
  accounting.  Upon publication of the Company's financial statements for a period
  which includes January 31, 2000 these supplemental consolidated financial
  statements will become the historical financial statements of the Registrant.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       Reference is made to the Exhibit Index on page 3 of this document.
  
                                                                                 1
  <PAGE>
  
                                     SIGNATURES
  
       In accordance with the requirements  of the Securities 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)
  
  
  
  Dated: January 31, 2000                 By: /s/ Steven C. Smith
                                              -------------------
                                              Steven C. Smith
                                              Executive Vice President, Chief
                                              Administrative Officer and Chief
                                              Financial Officer
  
  
                                                                              2
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibits.
  
  23.1  Consent of PricewaterhouseCoopers LLP
  
  27.1  Restated Financial Data Schedules for the years ended December 31, 1999
        and 1998 (included in electronic filing through EDGAR)
  
  27.2  Restated Financial Data Schedules for the year ended December 31, 1997
        (included in electronic filing through EDGAR)
  
  27.3  Restated Financial Data Schedules for quarters ended December 31, 1999 and
        September 30, 1999 (included in electronic filing through EDGAR)
  
  27.4  Restated Financial Data Schedules for quarters ended June 30, 1999 and
        March 31, 1999 (included in electronic filing through EDGAR)
  
  27.5  Restated Financial Data Schedules for quarters ended December 31, 1998 and
        September 30, 1998 (included in electronic filing through EDGAR)
  
  27.6  Restated Financial Data Schedules for quarters ended June 30, 1998 and
        March 31, 1998 (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include MD Bancshares and MDNB)
  
        For the Years Ended December 31, 1999, 1998 and 1997:
  
        Selected Financial Data
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheets as of December 31, 1999 and 1998
        Supplemental Consolidated Statements of Operations for the Years Ended
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Comprehensive Income for the Years
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Shareholders' Equity for the Years
        Ended December 31, 1999, 1998 and 1997
        Notes to Supplemental Consolidated Financial Statements
        Report of Independent Accountants
  
                                                                               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": "518460"}, "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):  January 31, 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 January 31, 2000, Greater Bay Bancorp (the "Registrant") completed a
  merger with Mt. Diablo Bancshares ("MD Bancshares"), the holding company of Mt.
  Diablo National Bank ("MDNB"), which was accounted for as a pooling-of-
  interests.  Shareholders of MD Bancshares received 0.9532 shares of the
  Registrant's Common Stock for each outstanding share of MD Bancshares Common
  Stock.  A total of 1,395,499 shares were issued in the transaction.
  
       The supplemental consolidated financial statements filed herewith have been
  prepared accounting for the merger using the pooling-of-interests method of
  accounting.  Upon publication of the Company's financial statements for a period
  which includes January 31, 2000 these supplemental consolidated financial
  statements will become the historical financial statements of the Registrant.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       Reference is made to the Exhibit Index on page 3 of this document.
  
                                                                                 1
  SIGNATURES
  
       In accordance with the requirements  of the Securities 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)
  
  Dated: January 31, 2000                 By: /s/ Steven C. Smith
                                              -------------------
                                              Steven C. Smith
                                              Executive Vice President, Chief
                                              Administrative Officer and Chief
                                              Financial Officer
  
                                                                              2
  EXHIBIT INDEX
  
  Exhibits.
  
  23.1  Consent of PricewaterhouseCoopers LLP
  
  27.1  Restated Financial Data Schedules for the years ended December 31, 1999
        and 1998 (included in electronic filing through EDGAR)
  
  27.2  Restated Financial Data Schedules for the year ended December 31, 1997
        (included in electronic filing through EDGAR)
  
  27.3  Restated Financial Data Schedules for quarters ended December 31, 1999 and
        September 30, 1999 (included in electronic filing through EDGAR)
  
  27.4  Restated Financial Data Schedules for quarters ended June 30, 1999 and
        March 31, 1999 (included in electronic filing through EDGAR)
  
  27.5  Restated Financial Data Schedules for quarters ended December 31, 1998 and
        September 30, 1998 (included in electronic filing through EDGAR)
  
  27.6  Restated Financial Data Schedules for quarters ended June 30, 1998 and
        March 31, 1998 (included in electronic filing through EDGAR)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include MD Bancshares and MDNB)
  
        For the Years Ended December 31, 1999, 1998 and 1997:
  
        Selected Financial Data
        Management's Discussion and Analysis
        Supplemental Consolidated Balance Sheets as of December 31, 1999 and 1998
        Supplemental Consolidated Statements of Operations for the Years Ended
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Comprehensive Income for the Years
        December 31, 1999, 1998 and 1997
        Supplemental Consolidated Statements of Shareholders' Equity for the Years
        Ended December 31, 1999, 1998 and 1997
        Notes to Supplemental Consolidated Financial Statements
        Report of Independent Accountants
  
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