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): January 26, 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.
  
    On January 26, 2000, Greater Bay Bancorp (the "Registrant") entered into an
  Agreement and Plan of Reorganization with Bank of Santa Clara ("BSC") and GBB
  Merger Corp. ("Newco") providing for the merger of Newco with and into BSC (the
  "Merger"), subject to the terms and conditions therein, including the receipt of
  all required regulatory approvals and the approval of the shareholders of BSC.
  As a result of the Merger, BSC will become a wholly owned subsidiary of the
  Registrant.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2      Agreement and Plan of Reorganization, dated as of January 26, 2000, by
         and among Greater Bay Bancorp, Bank of Santa Clara and GBB Merger Corp.
  
  99.1   Press Release dated January 27, 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: February 3, 2000                 By: /s/ Linda M. Iannone
                                              ----------------------------------
                                              Linda M. Iannone
                                              Senior Vice President and General
                                              Counsel
  
                                         3
  <PAGE>
  
                                  Exhibit Index
                                  -------------
  
  2      Agreement and Plan of Reorganization, dated as of January 26, 2000 by
         and among Greater Bay Bancorp, Bank of Santa Clara and GBB Merger Corp.
  
  99.1   Press Release dated January 27, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K FOR PERIOD DATED 1/26/2000", "secsgml_size_bytes": 2893}]
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": "522323"}, "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): January 26, 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.
  
    On January 26, 2000, Greater Bay Bancorp (the "Registrant") entered into an
  Agreement and Plan of Reorganization with Bank of Santa Clara ("BSC") and GBB
  Merger Corp. ("Newco") providing for the merger of Newco with and into BSC (the
  "Merger"), subject to the terms and conditions therein, including the receipt of
  all required regulatory approvals and the approval of the shareholders of BSC.
  As a result of the Merger, BSC will become a wholly owned subsidiary of the
  Registrant.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2      Agreement and Plan of Reorganization, dated as of January 26, 2000, by
         and among Greater Bay Bancorp, Bank of Santa Clara and GBB Merger Corp.
  
  99.1   Press Release dated January 27, 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: February 3, 2000                 By: /s/ Linda M. Iannone
                                              ----------------------------------
                                              Linda M. Iannone
                                              Senior Vice President and General
                                              Counsel
  
                                         3
  Exhibit Index
                                  -------------
  
  2      Agreement and Plan of Reorganization, dated as of January 26, 2000 by
         and among Greater Bay Bancorp, Bank of Santa Clara and GBB Merger Corp.
  
  99.1   Press Release dated January 27, 2000