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): SEPTEMBER 29, 1998
  
  
                                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 ITEMS.
  
       On August 14, 1998, Greater Bay Bancorp (the "Registrant"), reported
  interim operating results for the three-month and six-month periods ended June
  30, 1998 in its Quarterly Report on Form 10-Q for the quarterly period ended
  June 30, 1998.  This was the first financial information to be published
  following the business combination with Pacific Rim Bancorporation ("PRB"), and
  its wholly owned banking subsidiary, Golden Gate Bank ("GGB"), which was
  consummated on May 8, 1998 and accounted for as a pooling of interests.
  
       Consolidated Financial Statements for the years ended December 31, 1997,
  1996 and 1995, have been restated on a historical basis to give retroactive
  effect to the Registrant's merger with PRB on a pooling-of-interests basis (See
  Exhibit 99.1).
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  Exhibits.
  -------- 
  
  27.1 Restated Financial Data Schedules for the years ended
       December 31, 1997 and 1996 (included in electronic filing through EDGAR)
  
  27.2 Restated Financial Data Schedules for the year ended
       December 31, 1995 (included in electronic filing through EDGAR)
  
  99.1 Consolidated Financial Statements and Supplementary Data
       (restated to include PRB and GGB)
  
       For the Years Ended December 31, 1997, 1996 and 1995:
  
       Five-Year Selected Data
       Management's Discussion and Analysis
       Consolidated Balance Sheets as of December 31, 1997 and 1996
       Consolidated Statements of Operations for the Years
            Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Shareholders' Equity for the
            Years Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Cash Flows for the Years
            Ended December 31, 1997,1996 and 1995
       Notes to Consolidated Financial Statements
       Report of Independent Accountants
  
  
  
                                         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:  September 29, 1998               By: /s/ STEVEN C. SMITH
                                              -----------------------------------
                                             Steven C. Smith
                                             Executive Vice President, Chief
                                             Operating Officer and Chief Financial
                                             Officer
  
  
  
  
  
  
  
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  
  
  Exhibits.
  -------- 
  
  27.1 Restated Financial Data Schedules for the years ended
       December 31, 1997 and 1996 (included in electronic filing through EDGAR)
  
  27.2 Restated Financial Data Schedules for the year ended
       December 31, 1995 (included in electronic filing through EDGAR)
  
  99.1 Consolidated Financial Statements and Supplementary Data
       (restated to include PRB and GGB)
  
       For the Years Ended December 31, 1997, 1996 and 1995:
  
       Five-Year Selected Data
       Management's Discussion and Analysis
       Consolidated Balance Sheets as of December 31, 1997 and 1996
       Consolidated Statements of Operations for the Years
            Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Shareholders' Equity for the
            Years Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Cash Flows for the Years
            Ended December 31, 1997,1996 and 1995
       Notes to Consolidated Financial Statements
       Report of Independent Accountants
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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): SEPTEMBER 29, 1998
  
                                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 ITEMS.
  
       On August 14, 1998, Greater Bay Bancorp (the "Registrant"), reported
  interim operating results for the three-month and six-month periods ended June
  30, 1998 in its Quarterly Report on Form 10-Q for the quarterly period ended
  June 30, 1998.  This was the first financial information to be published
  following the business combination with Pacific Rim Bancorporation ("PRB"), and
  its wholly owned banking subsidiary, Golden Gate Bank ("GGB"), which was
  consummated on May 8, 1998 and accounted for as a pooling of interests.
  
       Consolidated Financial Statements for the years ended December 31, 1997,
  1996 and 1995, have been restated on a historical basis to give retroactive
  effect to the Registrant's merger with PRB on a pooling-of-interests basis (See
  Exhibit 99.1).
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  Exhibits.
  -------- 
  
  27.1 Restated Financial Data Schedules for the years ended
       December 31, 1997 and 1996 (included in electronic filing through EDGAR)
  
  27.2 Restated Financial Data Schedules for the year ended
       December 31, 1995 (included in electronic filing through EDGAR)
  
  99.1 Consolidated Financial Statements and Supplementary Data
       (restated to include PRB and GGB)
  
       For the Years Ended December 31, 1997, 1996 and 1995:
  
       Five-Year Selected Data
       Management's Discussion and Analysis
       Consolidated Balance Sheets as of December 31, 1997 and 1996
       Consolidated Statements of Operations for the Years
            Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Shareholders' Equity for the
            Years Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Cash Flows for the Years
            Ended December 31, 1997,1996 and 1995
       Notes to Consolidated Financial Statements
       Report of Independent Accountants
  
                                         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:  September 29, 1998               By: /s/ STEVEN C. SMITH
                                              -----------------------------------
                                             Steven C. Smith
                                             Executive Vice President, Chief
                                             Operating Officer and Chief Financial
                                             Officer
  
                                         3
  EXHIBIT INDEX
                                   -------------
  
  Exhibits.
  -------- 
  
  27.1 Restated Financial Data Schedules for the years ended
       December 31, 1997 and 1996 (included in electronic filing through EDGAR)
  
  27.2 Restated Financial Data Schedules for the year ended
       December 31, 1995 (included in electronic filing through EDGAR)
  
  99.1 Consolidated Financial Statements and Supplementary Data
       (restated to include PRB and GGB)
  
       For the Years Ended December 31, 1997, 1996 and 1995:
  
       Five-Year Selected Data
       Management's Discussion and Analysis
       Consolidated Balance Sheets as of December 31, 1997 and 1996
       Consolidated Statements of Operations for the Years
            Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Shareholders' Equity for the
            Years Ended December 31, 1997, 1996 and 1995
       Consolidated Statements of Cash Flows for the Years
            Ended December 31, 1997,1996 and 1995
       Notes to Consolidated Financial Statements
       Report of Independent Accountants