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):  October 13, 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 October 13, 2000, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of Bank of Petaluma which was accounted for as a pooling-of-
  interests. Shareholders of Bank of Petaluma received 0.5731 shares of the
  Registrant's Common Stock for each outstanding share of Bank of Petaluma Common
  Stock. A total of approximately 834,000 (presplit) 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 Registrant's financial statements for a
  period which includes October 13, 2000, these supplemental consolidated
  financial statements will become the historical financial statements of the
  Company.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  EXHIBIT
   NO.                                   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)
  
  99.1     Supplemental Consolidated Financial Statements and Supplementary Data
           (restated to include Bank of Petaluma)
  
           For the Years Ended December 31, 1999, 1998 and 1997:
  
           Selected Financial Data
           Management's Discussion and Analysis
           Supplemental Consolidated Balance Sheet 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
           Ended 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
  
                                         2
  <PAGE>
  
                                    SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS  OF THE SECURITIES AND 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)
  
  By:
  
  /s/ Steven C. Smith
  -------------------
      Steven C. Smith
      Executive Vice President, Chief Administrative Officer and
      Chief Financial Officer
  
  
  
  Date:  October 17, 2000
  
                                         3
  <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)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Petaluma)
  
        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
        Ended 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": "741487"}, "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):  October 13, 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 October 13, 2000, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of Bank of Petaluma which was accounted for as a pooling-of-
  interests. Shareholders of Bank of Petaluma received 0.5731 shares of the
  Registrant's Common Stock for each outstanding share of Bank of Petaluma Common
  Stock. A total of approximately 834,000 (presplit) 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 Registrant's financial statements for a
  period which includes October 13, 2000, these supplemental consolidated
  financial statements will become the historical financial statements of the
  Company.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  EXHIBIT
   NO.                                   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)
  
  99.1     Supplemental Consolidated Financial Statements and Supplementary Data
           (restated to include Bank of Petaluma)
  
           For the Years Ended December 31, 1999, 1998 and 1997:
  
           Selected Financial Data
           Management's Discussion and Analysis
           Supplemental Consolidated Balance Sheet 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
           Ended 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
  
                                         2
  SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS  OF THE SECURITIES AND 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)
  
  By:
  
  /s/ Steven C. Smith
  -------------------
      Steven C. Smith
      Executive Vice President, Chief Administrative Officer and
      Chief Financial Officer
  
  Date:  October 17, 2000
  
                                         3
  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)
  
  99.1  Supplemental Consolidated Financial Statements and Supplementary Data
        (restated to include Bank of Petaluma)
  
        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
        Ended 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