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): March 23, 2000
  
  
                                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.
  
       (a)  On March 23, 2000 (the "Closing Date"), Greater Bay Bancorp (the
  "Registrant") consummated the sale of 324,324 shares (the "Shares") of the
  Registrant's common stock, no par value, in a private offering pursuant to a
  Securities Purchase Agreement, dated as of March 22, 2000, between the
  Registrant and certain investors identified therein (the "Investors").  The
  Registrant sold the Shares for a purchase price of $37.00 per share, or an
  aggregate amount of $12,000,000.  In addition, the Registrant entered into a
  Registration Rights Agreement, dated as of March 23, 2000, with the Investors
  pursuant to which the Registrant has agreed to file, within 30 business days of
  the Closing Date, a registration statement with the Securities and Exchange
  Commission registering the Shares under the Securities Act of 1933, as amended.
  
       (b)  On March 23, 2000, the Registrant completed the issuance of $9,500,000
  in  Fixed Rate Capital Pass-Through Securities (liquidation amount $1,000 per
  security) (the "Trust Preferred Securities") through the company's trust
  subsidiary GBB Capital III, to a qualified institutional buyer.  The Trust
  Preferred Securities bear a 10 7/8% fixed rate of interest payable semi-
  annually.  GBB Capital III used the proceeds from the sale of the trust
  preferred securities to purchase junior subordinated deferrable interest
  debentures of Greater Bay Bancorp.  Greater Bay Bancorp intends to invest a
  portion of the net proceeds in one or more of its subsidiary banks to increase
  their capital levels and intends to use the remaining net proceeds for general
  corporate purposes.  Under applicable regulatory guidelines, Greater Bay Bancorp
  expects that a certain portion of the Trust Preferred Securities will qualify as
  Tier I Capital, and the remaining portion will qualify as Tier II Capital.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  4.1  Securities Purchase Agreement, dated as of March 22, 2000, between the
       Registrant and the Investors
  
  4.2  Registration Rights Agreement, dated as of March 23, 2000, between the
       Registrant and the Investors
  
  99.1 Press Release dated March 23, 2000 re completion of the offerings
  
                                         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: March 24, 2000                 By: /s/ Linda M. Iannone
                                            --------------------
                                            Linda M. Iannone
                                            Senior Vice President and General
                                            Counsel
  
                                         3
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  4.1  Securities Purchase Agreement, dated as of March 22, 2000, between the
       Registrant and the Investors
  
  4.2  Registration Rights Agreement, dated as of March 23, 2000, between the
       Registrant and the Investors
  
  99.1 Press Release dated March 23, 2000 re completion of the offerings
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4477}]
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": "578396"}, "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): March 23, 2000
  
                                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.
  
       (a)  On March 23, 2000 (the "Closing Date"), Greater Bay Bancorp (the
  "Registrant") consummated the sale of 324,324 shares (the "Shares") of the
  Registrant's common stock, no par value, in a private offering pursuant to a
  Securities Purchase Agreement, dated as of March 22, 2000, between the
  Registrant and certain investors identified therein (the "Investors").  The
  Registrant sold the Shares for a purchase price of $37.00 per share, or an
  aggregate amount of $12,000,000.  In addition, the Registrant entered into a
  Registration Rights Agreement, dated as of March 23, 2000, with the Investors
  pursuant to which the Registrant has agreed to file, within 30 business days of
  the Closing Date, a registration statement with the Securities and Exchange
  Commission registering the Shares under the Securities Act of 1933, as amended.
  
       (b)  On March 23, 2000, the Registrant completed the issuance of $9,500,000
  in  Fixed Rate Capital Pass-Through Securities (liquidation amount $1,000 per
  security) (the "Trust Preferred Securities") through the company's trust
  subsidiary GBB Capital III, to a qualified institutional buyer.  The Trust
  Preferred Securities bear a 10 7/8% fixed rate of interest payable semi-
  annually.  GBB Capital III used the proceeds from the sale of the trust
  preferred securities to purchase junior subordinated deferrable interest
  debentures of Greater Bay Bancorp.  Greater Bay Bancorp intends to invest a
  portion of the net proceeds in one or more of its subsidiary banks to increase
  their capital levels and intends to use the remaining net proceeds for general
  corporate purposes.  Under applicable regulatory guidelines, Greater Bay Bancorp
  expects that a certain portion of the Trust Preferred Securities will qualify as
  Tier I Capital, and the remaining portion will qualify as Tier II Capital.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  4.1  Securities Purchase Agreement, dated as of March 22, 2000, between the
       Registrant and the Investors
  
  4.2  Registration Rights Agreement, dated as of March 23, 2000, between the
       Registrant and the Investors
  
  99.1 Press Release dated March 23, 2000 re completion of the offerings
  
                                         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: March 24, 2000                 By: /s/ Linda M. Iannone
                                            --------------------
                                            Linda M. Iannone
                                            Senior Vice President and General
                                            Counsel
  
                                         3
  Exhibit Index
                                   -------------
  
  4.1  Securities Purchase Agreement, dated as of March 22, 2000, between the
       Registrant and the Investors
  
  4.2  Registration Rights Agreement, dated as of March 23, 2000, between the
       Registrant and the Investors
  
  99.1 Press Release dated March 23, 2000 re completion of the offerings
  
                                         4