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): October 23, 2001
  
  
                                 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 2.  Acquisition or Disposition of Assets.
  
           On October 23, 2001, SJNB Financial Corp. ("SJNB") merged (the
  "Merger") with and into Greater Bay Bancorp (the "Registrant") pursuant to the
  Agreement and Plan of Reorganization, dated as of June 25, 2001, as amended as
  of September 5, 2001, by and between SJNB and the Registrant (the "Agreement").
  In accordance with the Agreement, former shareholders of SJNB received 1.82
  shares of the Registrant's common stock in exchange for each of their shares of
  SJNB common stock. As a result of the Merger, San Jose National Bank (the
  "Bank"), formerly a wholly owned subsidiary of SJNB, became a wholly owned
  subsidiary of the Registrant. The Merger was accounted for as a pooling of
  interests.
  
           As of September 30, 2001, the Bank had four banking offices located in
  San Jose, Saratoga, Los Gatos and Danville, California, with total assets of
  $663.6 million, total deposits of $563.8 million and total loans of $480.8
  million. The Bank will continue to conduct its banking operations at all of
  these locations after the Merger.
  
           In connection with the Merger, Robert A. Archer and Arthur K. Lund,
  current members of the Bank's Board of Directors, were appointed to the Board of
  Directors of GBB. In addition, David Kalkbrenner, President and Chief Executive
  Officer of GBB, was appointed to the Board of Directors of the Bank.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  99.1     Press release issued October 23, 2001 re closing of the Merger
  
                                         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: October 23, 2001                  By: /s/  Linda  M. Iannone
                                                    ----------------------
                                                    Linda M. Iannone
                                                    Senior Vice President, General
                                                    Counsel and Secretary
  
                                         3
  
  <PAGE>
  
                                    Exhibit Index
                                    -------------
  
           99.1    Press release issued October 23, 2001 re closing of the Merger
  
                                         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": "1764894"}, "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): October 23, 2001
  
                                 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 2.  Acquisition or Disposition of Assets.
  
           On October 23, 2001, SJNB Financial Corp. ("SJNB") merged (the
  "Merger") with and into Greater Bay Bancorp (the "Registrant") pursuant to the
  Agreement and Plan of Reorganization, dated as of June 25, 2001, as amended as
  of September 5, 2001, by and between SJNB and the Registrant (the "Agreement").
  In accordance with the Agreement, former shareholders of SJNB received 1.82
  shares of the Registrant's common stock in exchange for each of their shares of
  SJNB common stock. As a result of the Merger, San Jose National Bank (the
  "Bank"), formerly a wholly owned subsidiary of SJNB, became a wholly owned
  subsidiary of the Registrant. The Merger was accounted for as a pooling of
  interests.
  
           As of September 30, 2001, the Bank had four banking offices located in
  San Jose, Saratoga, Los Gatos and Danville, California, with total assets of
  $663.6 million, total deposits of $563.8 million and total loans of $480.8
  million. The Bank will continue to conduct its banking operations at all of
  these locations after the Merger.
  
           In connection with the Merger, Robert A. Archer and Arthur K. Lund,
  current members of the Bank's Board of Directors, were appointed to the Board of
  Directors of GBB. In addition, David Kalkbrenner, President and Chief Executive
  Officer of GBB, was appointed to the Board of Directors of the Bank.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  99.1     Press release issued October 23, 2001 re closing of the Merger
  
                                         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: October 23, 2001                  By: /s/  Linda  M. Iannone
                                                    ----------------------
                                                    Linda M. Iannone
                                                    Senior Vice President, General
                                                    Counsel and Secretary
  
                                         3
  Exhibit Index
                                    -------------
  
           99.1    Press release issued October 23, 2001 re closing of the Merger
  
                                         4