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 30, 2001
  
  
                                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 30, 2001, Greater Bay Bancorp (the "Registrant") consummated its
  acquisition of CAPCO Financial Company, Inc. ("CAPCO") pursuant to a Stock
  Purchase Agreement, dated as of March 14, 2001 (the "Agreement"), providing for
  the acquisition by the Registrant of all of the outstanding capital stock of
  CAPCO (the "Acquisition"). Immediately following the Acquisition, CAPCO merged
  with and into the Registrant and the Registrant sold and contributed all of the
  assets of CAPCO to Cupertino National Bank, a subsidiary of the Registrant. As a
  result, CAPCO Financial Company currently operates as a division of Cupertino
  National Bank.
  
       The Registrant issued a press release announcing completion of the
  Acquisition on April 2, 2001. The title and paragraphs one, three and six of the
  press release, which appear as part of Exhibit 99.1, are filed and incorporated
  herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1      Stock Purchase Agreement, dated as of March 14, 2001, by and among
           Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
           thereof (incorporated by reference from the Registrant's Current Report
           on Form 8-K filed March 15, 2001)
  
  99.1     Press Release issued April 2, 2001
  
  Item 9.  Regulation FD Disclosure
  
       Paragraphs two, four and five of the press release appearing in Exhibit
  99.1 are not filed but are furnished pursuant to Regulation FD.
  
                                         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: April 2, 2001            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 March 14, 2001, by and among
         Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
         thereof (incorporated by reference from the Registrant's Current Report
         on Form 8-K filed March 15, 2001)
  
  99.1   Press Release issued April 2, 2001
  
                                         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": "1590186"}, "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 30, 2001
  
                                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 30, 2001, Greater Bay Bancorp (the "Registrant") consummated its
  acquisition of CAPCO Financial Company, Inc. ("CAPCO") pursuant to a Stock
  Purchase Agreement, dated as of March 14, 2001 (the "Agreement"), providing for
  the acquisition by the Registrant of all of the outstanding capital stock of
  CAPCO (the "Acquisition"). Immediately following the Acquisition, CAPCO merged
  with and into the Registrant and the Registrant sold and contributed all of the
  assets of CAPCO to Cupertino National Bank, a subsidiary of the Registrant. As a
  result, CAPCO Financial Company currently operates as a division of Cupertino
  National Bank.
  
       The Registrant issued a press release announcing completion of the
  Acquisition on April 2, 2001. The title and paragraphs one, three and six of the
  press release, which appear as part of Exhibit 99.1, are filed and incorporated
  herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2.1      Stock Purchase Agreement, dated as of March 14, 2001, by and among
           Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
           thereof (incorporated by reference from the Registrant's Current Report
           on Form 8-K filed March 15, 2001)
  
  99.1     Press Release issued April 2, 2001
  
  Item 9.  Regulation FD Disclosure
  
       Paragraphs two, four and five of the press release appearing in Exhibit
  99.1 are not filed but are furnished pursuant to Regulation FD.
  
                                         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: April 2, 2001            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 March 14, 2001, by and among
         Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
         thereof (incorporated by reference from the Registrant's Current Report
         on Form 8-K filed March 15, 2001)
  
  99.1   Press Release issued April 2, 2001
  
                                         4