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): October 17, 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 October 17, 2001, the Registrant issued a press release announcing
  its third quarter 2001 results. The title and paragraphs 1 through 8, 12 and 15
  through 18 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
  --------
  99.1     Press Release dated October 17, 2001 re third quarter results
  99.2     Management's Discussion of Trends and Performance Guidance
  
  Item 9.  Regulation FD Disclosure
  
           Paragraphs 9 through 11, 13 and 14 of the press release appearing in
  Exhibit 99.1 are not filed but are furnished pursuant to Regulation FD.
  
           To assist investors, financial analysts and other interested parties in
  their analysis of Greater Bay Bancorp, the Registrant has developed the document
  attached as Exhibit 99.2 to this Form 8-K. Exhibit 99.2 is not filed but is
  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: October 17, 2001                 By:  /s/ Steven C. Smith
                                             ----------------------------------
                                             Steven C. Smith
                                             Executive Vice President, Chief
                                             Administrative Officer and
                                             Chief Financial Officer
  
                                         3
  
  <PAGE>
  
  Exhibit Index
  -------------
  99.1     Press Release dated October 17, 2001 re third quarter results
  99.2     Management's Discussion of Trends and Performance Guidance
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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": "1760491"}, "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): October 17, 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 October 17, 2001, the Registrant issued a press release announcing
  its third quarter 2001 results. The title and paragraphs 1 through 8, 12 and 15
  through 18 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
  --------
  99.1     Press Release dated October 17, 2001 re third quarter results
  99.2     Management's Discussion of Trends and Performance Guidance
  
  Item 9.  Regulation FD Disclosure
  
           Paragraphs 9 through 11, 13 and 14 of the press release appearing in
  Exhibit 99.1 are not filed but are furnished pursuant to Regulation FD.
  
           To assist investors, financial analysts and other interested parties in
  their analysis of Greater Bay Bancorp, the Registrant has developed the document
  attached as Exhibit 99.2 to this Form 8-K. Exhibit 99.2 is not filed but is
  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: October 17, 2001                 By:  /s/ Steven C. Smith
                                             ----------------------------------
                                             Steven C. Smith
                                             Executive Vice President, Chief
                                             Administrative Officer and
                                             Chief Financial Officer
  
                                         3
  Exhibit Index
  -------------
  99.1     Press Release dated October 17, 2001 re third quarter results
  99.2     Management's Discussion of Trends and Performance Guidance