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): AUGUST 12, 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.
  
       Greater Bay Bancorp (the "Registrant"), issued a press release on August
  13, 1998 with respect to the completion of an offering of Cumulative Trust
  Preferred Securities in an aggregate amount of $30 million through GBB Capital
  II, a trust affiliate of the Registrant formed for the purpose of the offering.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  Financial Statements.
  -------------------- 
  
  Not Required.
  
  Exhibits.
  -------- 
  
  4.1     Indenture between Greater Bay Bancorp and Wilmington Trust Company, as
          Debenture Trustee, dated as of August 12, 1998.
  
  4.2     Floating Rate Junior Subordinated Deferrable Interest Debenture Due
          September 15, 2028 Series A /Series B, of Greater Bay Bancorp.
  
  4.3     Registration Rights Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill & Partners, L.P., dated as of August 7, 1998.
  
  4.4     Certificate of Trust of GBB Capital II, dated as of May 18, 1998.
  
  4.5     Amended and Restated Trust Agreement of GBB Capital II, among Greater
          Bay Bancorp, Wilmington Trust Company and the Administrative Trustees
          named therein dated as of August 12, 1998.
  
  4.6     Certificate Evidencing Common Securities of GBB Capital II.
  
  4.7     Certificate Evidencing Capital Securities of GBB Capital II.
  
  4.8     Common Securities Guarantee Agreement of Greater Bay Bancorp, dated as
          of August 12, 1998.
  
  4.9     Series A Capital Securities Guarantee Agreement of Greater Bay Bancorp
          and Wilmington Trust Company, dated as of August 12, 1998.
  
  4.10    Liquidated Damages Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill and Partners, L.P., dated as of August 7,
          1998.
  
  99.1    Press Release dated August 13, 1998.
  
                                         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)
  
  
   
                                         /s/ Steven C. Smith
  Dated:  August 28, 1998             By___________________________________
                                           Steven C. Smith
                                           Executive Vice President, Chief
                                           Operating Officer and Chief Financial
                                           Officer
  
                                         3
  <PAGE>
   
                                  EXHIBIT INDEX
                                  -------------
  Exhibits.
  -------- 
  
  4.1     Indenture between Greater Bay Bancorp and Wilmington Trust Company, as
          Debenture Trustee, dated as of August 12, 1998.
  
  4.2     Floating Rate Junior Subordinated Deferrable Interest Debenture Due
          September 15, 2028 Series A /Series B, of Greater Bay Bancorp.
  
  4.3     Registration Rights Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill & Partners, L.P., dated as of August 7, 1998.
  
  4.4     Certificate of Trust of GBB Capital II, dated as of May 18, 1998.
  
  4.5     Amended and Restated Trust Agreement of GBB Capital II, among Greater 
          Bay Bancorp, Wilmington Trust Company and the Administrative Trustees 
          named therein dated as of August 12, 1998.
  
  4.6     Certificate Evidencing Common Securities of GBB Capital II.
  
  4.7     Certificate Evidencing Capital Securities of GBB Capital II.
  
  4.8     Common Securities Guarantee Agreement of Greater Bay Bancorp, dated as 
          of August 12, 1998.
  
  4.9     Series A Capital Securities Guarantee Agreement of Greater Bay Bancorp
          and Wilmington Trust Company, dated as of August 12, 1998.
  
  4.10    Liquidated Damages Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill and Partners, L.P., dated as of August 7,
          1998.
  
  99.1    Press Release dated August 13, 1998.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5290}]
metadata_filer: {"company-data": {"conformed-name": "GREATER BAY BANCORP", "cik": "0000775473", "assigned-sic": "6021", "irs-number": "942952485", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25034", "film-number": "98700694"}, "business-address": {"street1": "2860 WEST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4153751555"}, "mail-address": {"street1": "2860 BAYSHORE", "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): AUGUST 12, 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.
  
       Greater Bay Bancorp (the "Registrant"), issued a press release on August
  13, 1998 with respect to the completion of an offering of Cumulative Trust
  Preferred Securities in an aggregate amount of $30 million through GBB Capital
  II, a trust affiliate of the Registrant formed for the purpose of the offering.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  Financial Statements.
  -------------------- 
  
  Not Required.
  
  Exhibits.
  -------- 
  
  4.1     Indenture between Greater Bay Bancorp and Wilmington Trust Company, as
          Debenture Trustee, dated as of August 12, 1998.
  
  4.2     Floating Rate Junior Subordinated Deferrable Interest Debenture Due
          September 15, 2028 Series A /Series B, of Greater Bay Bancorp.
  
  4.3     Registration Rights Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill & Partners, L.P., dated as of August 7, 1998.
  
  4.4     Certificate of Trust of GBB Capital II, dated as of May 18, 1998.
  
  4.5     Amended and Restated Trust Agreement of GBB Capital II, among Greater
          Bay Bancorp, Wilmington Trust Company and the Administrative Trustees
          named therein dated as of August 12, 1998.
  
  4.6     Certificate Evidencing Common Securities of GBB Capital II.
  
  4.7     Certificate Evidencing Capital Securities of GBB Capital II.
  
  4.8     Common Securities Guarantee Agreement of Greater Bay Bancorp, dated as
          of August 12, 1998.
  
  4.9     Series A Capital Securities Guarantee Agreement of Greater Bay Bancorp
          and Wilmington Trust Company, dated as of August 12, 1998.
  
  4.10    Liquidated Damages Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill and Partners, L.P., dated as of August 7,
          1998.
  
  99.1    Press Release dated August 13, 1998.
  
                                         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)
  
   
                                         /s/ Steven C. Smith
  Dated:  August 28, 1998             By___________________________________
                                           Steven C. Smith
                                           Executive Vice President, Chief
                                           Operating Officer and Chief Financial
                                           Officer
  
                                         3
  EXHIBIT INDEX
                                  -------------
  Exhibits.
  -------- 
  
  4.1     Indenture between Greater Bay Bancorp and Wilmington Trust Company, as
          Debenture Trustee, dated as of August 12, 1998.
  
  4.2     Floating Rate Junior Subordinated Deferrable Interest Debenture Due
          September 15, 2028 Series A /Series B, of Greater Bay Bancorp.
  
  4.3     Registration Rights Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill & Partners, L.P., dated as of August 7, 1998.
  
  4.4     Certificate of Trust of GBB Capital II, dated as of May 18, 1998.
  
  4.5     Amended and Restated Trust Agreement of GBB Capital II, among Greater 
          Bay Bancorp, Wilmington Trust Company and the Administrative Trustees 
          named therein dated as of August 12, 1998.
  
  4.6     Certificate Evidencing Common Securities of GBB Capital II.
  
  4.7     Certificate Evidencing Capital Securities of GBB Capital II.
  
  4.8     Common Securities Guarantee Agreement of Greater Bay Bancorp, dated as 
          of August 12, 1998.
  
  4.9     Series A Capital Securities Guarantee Agreement of Greater Bay Bancorp
          and Wilmington Trust Company, dated as of August 12, 1998.
  
  4.10    Liquidated Damages Agreement among Greater Bay Bancorp, GBB Capital II,
          and Sandler O'Neill and Partners, L.P., dated as of August 7,
          1998.
  
  99.1    Press Release dated August 13, 1998.