<PAGE>
 
      As filed with the Securities and Exchange Commission on July 8, 1997
                                              Registration No. 333-
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20005
                              --------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                              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 No.)

        2860 WEST BAYSHORE ROAD                              94303
         PALO ALTO, CALIFORNIA                            (Zip code)
(Address of principal executive offices)
                              -------------------

                 GREATER BAY BANCORP 401(k) PROFIT SHARING PLAN
                            (Full title of the plan)
                              -------------------
                              DAVID L. KALKBRENNER
                            Chief Executive Officer
                              Greater Bay Bancorp
                            2860 West Bayshore Road
                          Palo Alto, California 94303
                    (Name and address of agent for service)

                                 (415) 813-8200
         (Telephone number, including area code, of agent for service)

                                With a Copy to:

                              PAUL H. IRVING, ESQ.
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                         Los Angeles, California 90064
                                 (310) 312-4209

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                        Proposed maximum 
                                          Amount to be        Proposed maximum          aggregate offering        Amount of
Title of securities to be registered       registered    offering price per unit(1)           price           registration fee
                                                                                                  
------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>                           <C>                   <C>
401(k) Profit Sharing Plan                   450,000              $32.75                  $14,737,500             $4,466
       Common Stock
==============================================================================================================================
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein and such
indeterminate number of shares as may become available as a result of the
adjustment provisions thereof.

(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee.  The price per share under the Greater Bay Bancorp 401(k)
    Profit Sharing Plan price is computed on the basis of the average of the
    high and low prices of the Common Stock on July 3,1997 as reported on the
    National Association of Securities Dealers Automated Quotations System.

================================================================================
<PAGE>
 
                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
          -----------------------------------------------

          The following documents filed by Greater Bay Bancorp (the
"Registrant") with the Commission are incorporated in this Registration
Statement by reference:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b) The Registrant's Quarterly Report for the quarterly period ending
March 31, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

          (c) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since March 31, 1997.

          (d) The description of the Registrant's common stock which is
contained in the Registrant's Registration Statement on Form 8-A, as amended,
including any amendment or report filed for the purpose of updating such
information.

          All other documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicate that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts And Counsel
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors And Officers
          -----------------------------------------

          The Registrant's Articles of Incorporation provide that the liability
of the directors for monetary damages shall be eliminated to the fullest extent
permissible under California law.  Pursuant to 

                                       2
<PAGE>
 
California law, the Registrant's directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its shareholders. However, this provision does not eliminate the duty of
care, and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under California law.
In addition, each director will continue to be subject to liability for (i) acts
or omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interests of the Registrant or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any transaction from
which a director derived an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Registrant or its shareholders, (v) acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders, (vi)
any transaction that constitutes an illegal distribution or dividend under
California law, and (vii) any transaction involving an unlawful conflict of
interest between the director and the Registrant under California law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.

Item 8.   Exhibits
          --------

          See Exhibit Index.

Item 9.   Undertakings
          ------------

          The undersigned Registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

               (c) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

          Provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

                                       3
<PAGE>
 
          2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          3.   To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

          The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person the Prospectus is sent or given,
the latest Annual Report to security holders that is incorporated by reference
in the Prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

                                       4
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California on July 7, 1997.

                                 GREATER BAY BANCORP



                                 By /s/ David L. Kalkbrenner
                                    -----------------------------------
                                    David L. Kalkbrenner
                                    Chief Executive Officer


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David L. Kalkbrenner and Steven C. Smith
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 7, 1997.

<TABLE> 
<CAPTION> 
Signature                        Title
<S>                              <C> 


/s/ David L. Kalkbrenner         Chief Executive Officer,
-------------------------        President and Director
    David L. Kalkbrenner         (Principal Executive Officer)



/s/ Steven C. Smith              Executive Vice President, Chief
-------------------------        Financial Officer and Chief
    Steven C. Smith              Operating Officer (Principal
                                 Financial and Accounting
                                 Officer)


/s/ John M. Gatto                Director  
-------------------------        
    John M. Gatto        
</TABLE> 
                                      S-1
<PAGE>
 
<TABLE> 
<S>                              <C> 


/s/ James E. Jackson             Director  
----------------------------         
    James E. Jackson 


/s/ Rex D. Lindsay               Director
----------------------------
    Rex D. Lindsay       


/s/ Duncan L. Matteson           Director
----------------------------
    Duncan L. Matteson


/s/ Glen McLaughlin              Director
----------------------------
    Glen McLaughlin 


/s/ Dick J. Randall              Director
----------------------------
    Dick J. Randall


/s/ Donald H. Seiler             Director  
----------------------------
    Donald H. Seiler                

                                           
/s/ Warren R. Thoits             Director                                   
----------------------------
    Warren R. Thoits

                                 
/s/ Edwin E. van Bronkhorst      Director  
----------------------------
    Edwin E. van Bronkhorst
</TABLE> 

                                      S-2
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE> 
<C>   <S> 
5.1   Opinion of Manatt, Phelps & Phillips, LLP

23.1  Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)

23.2  Consent of Independent Public Accountants

25.1  Power of Attorney (included on signature page hereof)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17261}]
{"company-data": {"conformed-name": "GREATER BAY BANCORP", "cik": "0000775473", "assigned-sic": "6021", "irs-number": "942952485", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30913", "film-number": "97637625"}, "business-address": {"street1": "2860 WEST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4153751555"}, "mail-address": {"street1": "2860 BAYSHORE", "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"}]}
As filed with the Securities and Exchange Commission on July 8, 1997
                                              Registration No. 333-
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20005
                              --------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

                              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 No.)

        2860 WEST BAYSHORE ROAD                              94303
         PALO ALTO, CALIFORNIA                            (Zip code)
(Address of principal executive offices)
                              -------------------

                 GREATER BAY BANCORP 401(k) PROFIT SHARING PLAN
                            (Full title of the plan)
                              -------------------
                              DAVID L. KALKBRENNER
                            Chief Executive Officer
                              Greater Bay Bancorp
                            2860 West Bayshore Road
                          Palo Alto, California 94303
                    (Name and address of agent for service)

                                 (415) 813-8200
         (Telephone number, including area code, of agent for service)

                                With a Copy to:

                              PAUL H. IRVING, ESQ.
                         Manatt, Phelps & Phillips, LLP
                          11355 West Olympic Boulevard
                         Los Angeles, California 90064
                                 (310) 312-4209

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                                        Proposed maximum 
                                          Amount to be        Proposed maximum          aggregate offering        Amount of
Title of securities to be registered       registered    offering price per unit(1)           price           registration fee
                                                                                                  
------------------------------------------------------------------------------------------------------------------------------
401(k) Profit Sharing Plan                   450,000              $32.75                  $14,737,500             $4,466
       Common Stock
==============================================================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein and such
indeterminate number of shares as may become available as a result of the
adjustment provisions thereof.

(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee.  The price per share under the Greater Bay Bancorp 401(k)
    Profit Sharing Plan price is computed on the basis of the average of the
    high and low prices of the Common Stock on July 3,1997 as reported on the
    National Association of Securities Dealers Automated Quotations System.

================================================================================
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
          -----------------------------------------------

          The following documents filed by Greater Bay Bancorp (the
"Registrant") with the Commission are incorporated in this Registration
Statement by reference:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b) The Registrant's Quarterly Report for the quarterly period ending
March 31, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

          (c) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since March 31, 1997.

          (d) The description of the Registrant's common stock which is
contained in the Registrant's Registration Statement on Form 8-A, as amended,
including any amendment or report filed for the purpose of updating such
information.

          All other documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicate that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

          Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts And Counsel
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors And Officers
          -----------------------------------------

          The Registrant's Articles of Incorporation provide that the liability
of the directors for monetary damages shall be eliminated to the fullest extent
permissible under California law.  Pursuant to 

                                       2
California law, the Registrant's directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its shareholders. However, this provision does not eliminate the duty of
care, and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under California law.
In addition, each director will continue to be subject to liability for (i) acts
or omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interests of the Registrant or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any transaction from
which a director derived an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the Registrant or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Registrant or its shareholders, (v) acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Registrant or its shareholders, (vi)
any transaction that constitutes an illegal distribution or dividend under
California law, and (vii) any transaction involving an unlawful conflict of
interest between the director and the Registrant under California law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.

Item 8.   Exhibits
          --------

          See Exhibit Index.

Item 9.   Undertakings
          ------------

          The undersigned Registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

               (b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;

               (c) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

          Provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

                                       3
2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          3.   To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

          The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person the Prospectus is sent or given,
the latest Annual Report to security holders that is incorporated by reference
in the Prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

                                       4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California on July 7, 1997.

                                 GREATER BAY BANCORP

                                 By /s/ David L. Kalkbrenner
                                    -----------------------------------
                                    David L. Kalkbrenner
                                    Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David L. Kalkbrenner and Steven C. Smith
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 7, 1997.
Signature                        Title
/s/ David L. Kalkbrenner         Chief Executive Officer,
-------------------------        President and Director
    David L. Kalkbrenner         (Principal Executive Officer)

/s/ Steven C. Smith              Executive Vice President, Chief
-------------------------        Financial Officer and Chief
    Steven C. Smith              Operating Officer (Principal
                                 Financial and Accounting
                                 Officer)

/s/ John M. Gatto                Director  
-------------------------        
    John M. Gatto
S-1
/s/ James E. Jackson             Director  
----------------------------         
    James E. Jackson 

/s/ Rex D. Lindsay               Director
----------------------------
    Rex D. Lindsay       

/s/ Duncan L. Matteson           Director
----------------------------
    Duncan L. Matteson

/s/ Glen McLaughlin              Director
----------------------------
    Glen McLaughlin 

/s/ Dick J. Randall              Director
----------------------------
    Dick J. Randall

/s/ Donald H. Seiler             Director  
----------------------------
    Donald H. Seiler                

                                           
/s/ Warren R. Thoits             Director                                   
----------------------------
    Warren R. Thoits

                                 
/s/ Edwin E. van Bronkhorst      Director  
----------------------------
    Edwin E. van Bronkhorst
S-2
EXHIBIT INDEX
5.1   Opinion of Manatt, Phelps & Phillips, LLP

23.1  Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)

23.2  Consent of Independent Public Accountants

25.1  Power of Attorney (included on signature page hereof)