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 14, 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 5.  Other Events.
  
         On March 14, 2001, Greater Bay Bancorp (the "Registrant") entered into a
  Stock Purchase Agreement with CAPCO Financial Company, Inc. ("CAPCO") and the
  shareholders thereof providing for the acquisition by the Registrant of all of
  the outstanding shares of capital stock of CAPCO, subject to the terms and
  conditions therein, including the receipt of all required regulatory approvals.
  The Registrant issued a press release, attached hereto as Exhibit 99.1,
  announcing the acquisition on March 15, 2001.
  
         The title and paragraphs one, three and six of the press release
  appearing in Exhibit 99.1 are filed and incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2      Stock Purchase Agreement, dated as of March 14, 2001, by and among
         Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
         thereof
  
  99.1   Press Release dated March 15, 2001
  
  Item 9.  Regulation FD Disclosure
  
         Paragraphs two, four and five of the press release appearing in
  Exhibit 99.1 are not filed but are furnished pursuant to Regulation FD.
  
                                         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 15, 2001                     By:  /s/ Linda M. Iannone
                                                 --------------------
                                                 Linda M. Iannone
                                                 Senior Vice President and General
                                                 Counsel
  
                                         3
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  2      Stock Purchase Agreement, dated as of March 14, 2001 by and among Greater
         Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders thereof
  
  99.1   Press Release dated March 15, 2001
  
                                         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": "1569562"}, "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 14, 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 5.  Other Events.
  
         On March 14, 2001, Greater Bay Bancorp (the "Registrant") entered into a
  Stock Purchase Agreement with CAPCO Financial Company, Inc. ("CAPCO") and the
  shareholders thereof providing for the acquisition by the Registrant of all of
  the outstanding shares of capital stock of CAPCO, subject to the terms and
  conditions therein, including the receipt of all required regulatory approvals.
  The Registrant issued a press release, attached hereto as Exhibit 99.1,
  announcing the acquisition on March 15, 2001.
  
         The title and paragraphs one, three and six of the press release
  appearing in Exhibit 99.1 are filed and incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
  2      Stock Purchase Agreement, dated as of March 14, 2001, by and among
         Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
         thereof
  
  99.1   Press Release dated March 15, 2001
  
  Item 9.  Regulation FD Disclosure
  
         Paragraphs two, four and five of the press release appearing in
  Exhibit 99.1 are not filed but are furnished pursuant to Regulation FD.
  
                                         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 15, 2001                     By:  /s/ Linda M. Iannone
                                                 --------------------
                                                 Linda M. Iannone
                                                 Senior Vice President and General
                                                 Counsel
  
                                         3
  Exhibit Index
                                   -------------
  2      Stock Purchase Agreement, dated as of March 14, 2001 by and among Greater
         Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders thereof
  
  99.1   Press Release dated March 15, 2001
  
                                         4