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): April 3, 2002
  
  
                                 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 April 3, 2002, the Registrant issued a press release announcing the
  receipt of investment grade ratings from Moody's Investors Service and Standard
  & Poor's. This press release is included herein as Exhibit 99.1 and is filed and
  incorporated herein by reference.
  
          On April 4, 2002, the Registrant issued a press release announcing the
  timing of its first quarter 2002 earnings release and conference call. The press
  release also included earnings guidance for the quarter and noted that
  additional guidance would be included in a Form 8-K. The title and paragraphs 1
  and 5 through 7 of the press release, which appear as part of Exhibit 99.2, are
  filed and incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  99.1    Press Release dated April 3, 2002 re investment grade ratings
  99.2    Press Release dated April 4, 2002 re first quarter earnings release
  99.3    Management's Discussion of Trends and Performance Guidance
  
  Item 9.  Regulation FD Disclosure
  
          Paragraphs 2 through 4 and 8 of the press release appearing in Exhibit
  99.2 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 99.3 to this Form 8-K. Exhibit 99.3 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: April 4, 2002                        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 April 3, 2002 re investment grade ratings
  99.2    Press Release dated April 4, 2002 re first quarter earnings release
  99.3    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": "02602201"}, "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): April 3, 2002
  
                                 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 April 3, 2002, the Registrant issued a press release announcing the
  receipt of investment grade ratings from Moody's Investors Service and Standard
  & Poor's. This press release is included herein as Exhibit 99.1 and is filed and
  incorporated herein by reference.
  
          On April 4, 2002, the Registrant issued a press release announcing the
  timing of its first quarter 2002 earnings release and conference call. The press
  release also included earnings guidance for the quarter and noted that
  additional guidance would be included in a Form 8-K. The title and paragraphs 1
  and 5 through 7 of the press release, which appear as part of Exhibit 99.2, are
  filed and incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  99.1    Press Release dated April 3, 2002 re investment grade ratings
  99.2    Press Release dated April 4, 2002 re first quarter earnings release
  99.3    Management's Discussion of Trends and Performance Guidance
  
  Item 9.  Regulation FD Disclosure
  
          Paragraphs 2 through 4 and 8 of the press release appearing in Exhibit
  99.2 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 99.3 to this Form 8-K. Exhibit 99.3 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: April 4, 2002                        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 April 3, 2002 re investment grade ratings
  99.2    Press Release dated April 4, 2002 re first quarter earnings release
  99.3    Management's Discussion of Trends and Performance Guidance