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): February 22, 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)  Greater Bay Bancorp (the "Registrant") issued a press release on
  February 22, 2000 announcing its first quarter 2000 cash dividend.  A copy of
  the press release is attached hereto as Exhibit 99.1.
  
       (b)  On January 31, 2000, the Registrant completed its merger with Mt.
  Diablo Bancshares ("MDB"), which was accounted for using the pooling of
  interests method of accounting.  Attached hereto as Exhibit 99.2 are the
  Registrant's interim financial data as of February 29, 2000 showing 30
  days of post-combination operating results.  Upon filing of this interim
  financial data, the Registrant's supplemental consolidated financial
  statements included in the Registrant's Current Report on Form 8-K, filed with
  the SEC on February 1, 2000, become the historical consolidated financial
  statements of the Registrant.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  99.1  Press Release dated February 22, 2000
  
  99.2  Interim Financial Data as of February 29, 2000
  
                                         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 30, 2000               By:  /s/ Linda M. Iannone
                                           --------------------
                                           Linda M. Iannone
                                           Senior Vice President and General
                                           Counsel
  
                                         3
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  99.1  Press Release dated February 22, 2000
  
  99.2  Interim Financial Data as of February 29, 2000
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3045}]
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": "591832"}, "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): February 22, 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)  Greater Bay Bancorp (the "Registrant") issued a press release on
  February 22, 2000 announcing its first quarter 2000 cash dividend.  A copy of
  the press release is attached hereto as Exhibit 99.1.
  
       (b)  On January 31, 2000, the Registrant completed its merger with Mt.
  Diablo Bancshares ("MDB"), which was accounted for using the pooling of
  interests method of accounting.  Attached hereto as Exhibit 99.2 are the
  Registrant's interim financial data as of February 29, 2000 showing 30
  days of post-combination operating results.  Upon filing of this interim
  financial data, the Registrant's supplemental consolidated financial
  statements included in the Registrant's Current Report on Form 8-K, filed with
  the SEC on February 1, 2000, become the historical consolidated financial
  statements of the Registrant.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  99.1  Press Release dated February 22, 2000
  
  99.2  Interim Financial Data as of February 29, 2000
  
                                         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 30, 2000               By:  /s/ Linda M. Iannone
                                           --------------------
                                           Linda M. Iannone
                                           Senior Vice President and General
                                           Counsel
  
                                         3
  Exhibit Index
                                   -------------
  
  99.1  Press Release dated February 22, 2000
  
  99.2  Interim Financial Data as of February 29, 2000
  
                                         4