SCHEDULE 14A INFORMATION
 
        CONSENT SOLICITATION STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO.   )
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:
[X] Preliminary Consent Solicitation Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
    6(e)(2))
[_] Definitive Consent Solicitation Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
 
                              Greater Bay Bancorp
- -------------------------------------------------------------------------------
               (Name of Registrant as Specified in its Charter)
 
- -------------------------------------------------------------------------------
  (Name of Person(s) Filing Consent Solicitation Statement, if Other than the
                                  Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
    (1) Title of each class of securities to which transaction applies:
 
    ------------------------------------------------------------------------
 
    (2) Aggregate number of securities to which transaction applies:
 
    ------------------------------------------------------------------------
 
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
 
    ------------------------------------------------------------------------
 
    (4) Proposed maximum aggregate value of transaction:
 
    ------------------------------------------------------------------------
 
    (5) Total fee paid:
 
    ------------------------------------------------------------------------
 
[_] Fee paid previously with preliminary materials.
 
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
 
    (1) Amount Previously Paid: ________________________________________________
    (2) Form, Schedule or Registration Statement No.: __________________________
    (3) Filing Party: __________________________________________________________
    (4) Date Filed: ____________________________________________________________


 
                               Mailed to shareholders on or about April  , 1997
 
                              GREATER BAY BANCORP
 
                            2860 WEST BAYSHORE ROAD
                          PALO ALTO, CALIFORNIA 94303
 
                        CONSENT SOLICITATION STATEMENT
 
  This Consent Solicitation Statement for Solicitation of Written Consents
("Consent Solicitation Statement") is being furnished to the shareholders of
Greater Bay Bancorp, a California corporation (the "Company"), in connection
with the solicitation of written consents ("Consents") of shareholders to
approve the following proposals (the "Proposals"):
 
1. To approve an amendment to the Company's Articles of Incorporation (the
   "Articles") to eliminate cumulative voting in the election of directors;
   and
 
2. To approve an amendment to the Company's bylaws to provide for the
   classification of the Company's Board of Directors for purposes of the
   election of directors.
 
  The Consents of all shareholders of record on March 27, 1997 (the "Record
Date"), are being solicited by means of the attached form of written consent,
and only such shareholders of record are entitled to give Consents to approve
the Proposals. At the close of business on the Record Date, the Company had
outstanding and entitled to be voted 3,300,827 shares of its no par value
Common Stock (the "Common Stock"). Shareholders of Common Stock are entitled
to one vote for each share held. Approval of both Proposals by a majority of
the outstanding shares of the Company is required by California law.
 
  ANY PERSON GIVING A CONSENT IN THE FORM ACCOMPANYING THIS SOLICITATION HAS
THE POWER TO REVOKE THAT CONSENT BY A WRITING RECEIVED BY THE COMPANY PRIOR TO
THE TIME THAT CONSENTS OF THE NUMBER OF SHARES REQUIRED TO APPROVE EACH OF THE
PROPOSALS HAVE BEEN FILED WITH THE SECRETARY OF THE COMPANY. THE COMPANY
INTENDS THAT CONSENTS WILL BE FILED WITH THE SECRETARY OF THE COMPANY AS THEY
ARE RECEIVED BY THE COMPANY'S TRANSFER AGENT. THE COMPANY REQUESTS THAT
CONSENTS BE COMPLETED AND SIGNED AND MAILED IN THE ENVELOPE WHICH IS PROVIDED
IN ORDER TO BE RECEIVED BY THE COMPANY'S TRANSFER AGENT NOT LATER THAN APRIL
30, 1997. IF SUFFICIENT CONSENTS TO APPROVE THE PROPOSALS HAVE BEEN RECEIVED
BY THAT DATE, THE COMPANY WILL PUBLICLY ANNOUNCE THE RESULTS OF THE VOTING.
HOWEVER, IF SUFFICIENT CONSENTS TO APPROVE EITHER OR BOTH OF THE PROPOSALS
HAVE NOT BEEN RECEIVED BY THAT DATE, THE COMPANY WILL CONTINUE TO ACCEPT AND
RECEIVE CONSENTS AT ITS DISCRETION UNTIL EITHER SUFFICIENT UNREVOKED CONSENTS
TO APPROVE THE PROPOSALS HAVE BEEN RECEIVED OR THE COMPANY DETERMINES THAT
EITHER OR BOTH PROPOSALS WILL NOT BE APPROVED.
 
  The expense of soliciting Consents will be borne by the Company. It is
contemplated that Consents of registered shareholders will be solicited
principally through the use of the mails, but directors, officers and regular
employees of the Company may without additional compensation solicit Consents
personally or by other appropriate means. The Company has engaged Shareholder
Communications Corporation to solicit Consents from brokers, nominees,
fiduciaries and other custodians. The cost of this service is approximately
$6,500 plus out-of-pocket expenses in an anticipated maximum additional amount
of $3,500. Although there is no formal agreement to do so, the Company will
also reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses in forwarding
materials to their principals.
 
                                       1

 
  YOUR VOTE IS IMPORTANT. PLEASE EXECUTE THE ENCLOSED CONSENT AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR PROMPTNESS IN RETURNING THE CONSENT
WILL ASSIST IN THE EXPEDITIOUS COUNTING OF THE VOTES ON THESE IMPORTANT
PROPOSALS.
 
                                             By Order of the Board of Directors
 
                                                      /s/ _____________________
 
                                                              Secretary
 
Palo Alto, California
April   , 1997
 
 
                                       2

 
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                AND MANAGEMENT
 
  The following table sets forth information as of February 28, 1997
concerning beneficial ownership of the Company's Common Stock for the
directors and executive officers and as a group. Unless otherwise indicated,
each director and executive officer listed below possesses sole voting power
and sole investment power. All of the shares shown in the following table are
owned both of record and beneficially except as indicated in the notes to the
table. The Company has only one class of stock outstanding, Common Stock.
There are no current arrangements known to the Company that may result in a
change in control of the Company. As of February 28, 1997, no person known to
the Company owned more than five percent (5%) of the outstanding shares.
 


                                                 SHARES BENEFICIALLY OWNED(2)
                                                 --------------------------------
                                                  NUMBER OF       PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)             SHARES            CLASS
- ---------------------------------------          --------------- ----------------
                                                           
C. Donald Allen(3).............................           55,482            1.70
Murray B. Dey(4)...............................           21,575            0.67
John M. Gatto(5)...............................           29,354            0.90
David R. Hood(6)...............................           21,272            0.65
James E. Jackson(7)............................           49,104            1.51
David L. Kalkbrenner(8)........................           38,946            1.19
Rex D. Lindsay(9)..............................           51,141            1.57
Duncan L. Matteson(10).........................           41,750            1.28
Glen McLaughlin(11)............................           45,365            1.39
Hall Palmer(12)................................           22,179            0.68
Dick J. Randall(13)............................          107,194            3.30
Donald H. Seiler(14)...........................           32,880            1.01
Steven C. Smith(15)............................           30,886            0.95
Warren R. Thoits(16)...........................           29,065            0.90
Edwin E. van Bronkhorst(17)....................           25,330            0.78
All Directors and Executive Officers as a Group
 (15 Persons)(18)..............................
                                                         596,841           17.56

- --------
(1) The address for beneficial owners, all of whom are directors or executive
    officers of the Company, is the address of the Company, 2860 West Bayshore
    Road, Palo Alto, California 94303.
(2) Includes shares subject to stock options exercisable within 60 days of
    February 28, 1997.
(3) Includes 414 shares held by Mr. Allen's wife, 3,579 shares held in an IRA
    for Mr. Allen, 598 shares held in a 401(k) plan for Mr. Allen and 22,291
    shares issuable upon the exercise of options which are exercisable within
    60 days of February 28, 1997.
(4) Includes 14,563 shares held jointly with Mr. Dey's spouse as trustees of
    the Murray B. Dey and Wendy H. Dey Trust dated April 23, 1982 and 8,401
    shares subject to stock options exercisable within 60 days of February 28,
    1997.
(5) Includes 12,662 shares issuable upon the exercise of options which are
    exercisable within 60 days of February 28, 1997.
(6) Includes 5,526 shares held in Mr. Hood's IRA, 276 shares held jointly by
    Mr. Hood and his spouse, 387 shares in his 401(k) plan and 15,083 shares
    issuable upon the exercise of options which are exercisable within 60 days
    of February 28, 1997.
(7) Includes 32,109 shares held jointly by James E. Jackson and his spouse,
    1,466 shares held in an IRA for the benefit of Mr. Jackson's spouse, 7,015
    shares held in an IRA for Mr. Jackson, 1,385 shares held in a 401(k) plan
    for Mr. Jackson, and 7,131 shares issuable upon the exercise of options
    which are exercisable within 60 days of February 28, 1997.
 
                                       3

 
(8) Includes 9,047 shares held in Mr. Kalkbrenner's IRA account and 15,254
    shares subject to stock options exercisable within 60 days of February 28,
    1997.
(9) Includes 36,927 shares held by the Rex D. and Leonor L. Lindsay Family
    Trust, 1,906 shares held by Mr. Lindsay as custodian for his minor
    grandchildren and 12,123 shares issuable upon the exercise of options which
    are exercisable within 60 days of February 28, 1997.
(10) Includes 30,000 shares held jointly with Mr. Matteson's spouse as trustees
     of the Matteson Family Trust, 9,000 shares held by the Matteson Realty
     Services, Inc. Defined Benefit Employees' Retirement Trust and 2,750
     shares subject to stock options exercisable within 60 days of February 28,
     1997.
(11) Includes 4,861 shares in Mr. McLaughlin's Keogh account, and 16,418 shares
     issuable upon the exercise of options which are exercisable within 60 days
     of February 28, 1997.
(12) Includes 1,548 shares held in Mr. Palmer's IRA and 15,083 shares subject
     to stock options exercisable within 60 days of February 28, 1997.
(13) Includes 98,334 shares held by the Dick J. and Carolyn L. Randall Trust
     and 8,675 shares issuable upon the exercise of options which are
     exercisable within 60 days of February 28, 1997.
(14) Includes 24,580 shares held jointly with Mr. Seiler's spouse as trustees
     of the Seiler Family Trust and 2,000 shares subject to stock options
     exercisable within 60 days of February 28, 1997.
(15) Includes 2,121 shares held in Mr. Smith's 401(k) plan, 8,743 shares held
     jointly by Mr. Smith and his spouse and 20,022 shares issuable upon the
     exercise of options which are exercisable within 60 days of February 28,
     1997.
(16) Includes 9,832 shares held by Mr. Thoits as Trustee of the Warren R.
     Thoits Trust dated December 30, 1983, 5,836 shares held by Thoits
     Brothers, Inc., 10,647 shares for which Mr. Thoits is the record holding
     trustee and 2,750 shares subject to stock options exercisable within 60
     days of February 28, 1997.
(17) Includes 22,580 shares held jointly with Mr. van Bronkhorst's spouse as
     Trustees of the E.E. van Bronkhorst Trust dated July 12, 1977 and 2,750
     shares subject to stock options exercisable within 60 days of February 28,
     1997.
(18) Includes 168,075 options exercisable within 60 days of February 28, 1997.
 
                                  PROPOSAL 1:
                        ELIMINATION OF CUMULATIVE VOTING
 
  The California General Corporation Law permits California corporations with
widely traded securities, such as the Company, to provide, with the approval of
their shareholders, for majority rule voting in electing directors in lieu of
cumulative voting. This legislation was sponsored by the Business Law Section
of the State Bar of California and became effective on January 1, 1990.
 
  Prior to the legislation, cumulative voting in electing directors was
mandatory for California corporations upon proper notice by any shareholder of
the Company. By permitting shareholders of California corporations with widely
traded securities to provide for majority rule voting in electing directors,
the new law substantially conforms California corporate law with the corporate
laws of a majority of other states (including Delaware, Illinois, Michigan, New
Jersey, New York, Ohio, Pennsylvania and Texas) which either provide that
cumulative voting is optional or make no provisions for cumulative voting at
all.
 
  The Board of Directors believes that cumulative voting is not an appropriate
method of corporate governance for the Company. For a discussion of the reasons
for the Board's conclusion, please see the discussion below under "Reasons for
the Proposed Amendment." Accordingly, the Board of Directors has adopted and is
submitting for shareholder approval an amendment to the Company's Articles of
Incorporation (the "Articles") which, if approved by the shareholders, would
provide for majority rule voting in electing the Company's directors by
eliminating cumulative voting commencing with the next Annual Meeting of the
Company. The text of the proposed amendment to the Articles is set forth in
Annex A to this Consent Solicitation Statement.
 
                                       4

 
  A description of mandatory cumulative and majority rule voting and a summary
of the reasons for the Board's recommendation of the proposed amendment and
certain other considerations concerning the proposed amendment are set forth
below.
 
MANDATORY CUMULATIVE VOTING AND MAJORITY RULE VOTING
 
  Mandatory cumulative voting in the election of directors may currently be
invoked by any shareholder of the Company complying with statutory notice
requirements. Under cumulative voting, holders of shares of the Company's
Common Stock are entitled to a number of votes per share equal to the number
of directors to be elected and all directors are voted upon simultaneously.
Holders of shares may cast all of their votes for a single director candidate
or distribute them among two or more director candidates.
 
  AS A CONSEQUENCE OF CUMULATIVE VOTING, SHAREHOLDERS REPRESENTING A
RELATIVELY SMALL NUMBER OF THE VOTING SHARES HAVE THE POWER TO NOMINATE AND
ELECT ONE OR MORE DIRECTORS. FOR EXAMPLE, IF, AS IN THE CASE OF THE COMPANY,
TEN DIRECTORS ARE TO BE ELECTED AT AN ANNUAL MEETING, A SHAREHOLDER OR GROUP
OF SHAREHOLDERS HOLDING ONE VOTE MORE THAN 9.1 % OF THE VOTING SHARES COULD
NOMINATE AND ELECT ONE DIRECTOR BY CUMULATING AND CASTING THEIR TEN VOTES PER
SHARE ONLY FOR THEIR SINGLE CANDIDATE. THIS IS SO EVEN IF SHAREHOLDERS HOLDING
JUST UNDER 89.9% OF THE VOTING SHARES ARE OPPOSED TO THE ELECTION OF THAT
CANDIDATE AND CAST THEIR VOTE TO ELECT TEN OTHER DIRECTOR CANDIDATES.
 
  With majority rule voting, a nominee could not be elected without a majority
of shareholder votes. Under majority rule voting, shareholders are entitled to
only one vote per share in the election of directors and each director is
voted upon separately. Consequently, through majority rule voting, the only
director candidates who could be elected are those who receive support from a
majority of the shares voting, and the shareholders holding in excess of 50%
of the voting shares would be able to elect all of the directors.
 
REASONS FOR THE PROPOSED AMENDMENT
 
  The Board of Directors believes that approval of the proposed amendment is
in the best interests of the Company and its shareholders.
 
  The Board of Directors believes that every director of a publicly-held
corporation should represent the interests of a majority of shareholders. It
believes that directors elected by a minority shareholder or group of
shareholders through cumulative voting are likely to be partisans of the
particular interest group who elected them rather than representatives of a
majority of shareholders. Such partisanship could disrupt the management of
the Company and prevent it from operating in the most effective manner.
Further, the election of directors who view themselves as representing or
answerable to a particular minority constituency could introduce an element of
discord on the Board of Directors, impair the ability of the directors to work
effectively and discourage qualified independent individuals from serving as
directors. By providing for majority rule voting in electing directors,
approval of the proposed amendment will help ensure that each director acts in
the best interests of a majority of shareholders rather than the best interest
of a minority shareholder or group of shareholders. Implementation of majority
rule voting will increase the ability of all of the holders of a large number
of shares of Common Stock to elect all of the directors of the Company.
 
OTHER EFFECTS
 
  Approval of the proposed amendment may render more difficult any attempt by
a holder or group of holders of a significant number of voting shares, but
less than a majority, to monitor, change or influence the management or
policies of the Company. In addition, under certain circumstances, the
proposed amendment, along with other measures that may be viewed as having
anti-takeover effects, may discourage an unfriendly acquisition or business
combination involving the Company that a shareholder might consider to be in
such shareholder's best interest, including an unfriendly acquisition or
business combination that might result in a premium over the market price for
the shares held by the shareholder. For example, the proposed amendment may
discourage the accumulation of large minority shareholdings (as a prelude to
an unfriendly acquisition or business combination proposal or otherwise) by
persons who would not effect that acquisition without being assured of
representation on the Board of Directors.
 
                                       5

 
  Approval of the proposed amendment requires the favorable vote of the
holders of a majority of the shares of the Company's Common Stock entitled to
vote.
 
  THE BOARD OF DIRECTORS BELIEVES THAT THE ADVANTAGES OF THE PROPOSED
AMENDMENT IMPLEMENTING MAJORITY RULE VOTING GREATLY OUTWEIGH THE POSSIBLE
DISADVANTAGES OF THE AMENDMENT. ACCORDINGLY, THE BOARD OF DIRECTORS HAS
UNANIMOUSLY APPROVED THE PROPOSED AMENDMENT AND UNANIMOUSLY RECOMMENDS
APPROVAL BY SHAREHOLDERS.
 
                                  PROPOSAL 2:
                     CLASSIFICATION OF BOARD OF DIRECTORS
 
  The shareholders are being asked to approve an amendment to the Company's
bylaws providing for classification of the Board of Directors into three
classes, each consisting of a number of directors equal as nearly as
practicable to one-third the total number of directors, for so long as the
Board consists of at least ten authorized directors and, in the event that the
total number of authorized directors on the Board is at least six but less
than nine, for classification of the Board of Directors into two classes, each
consisting of a number of directors equal as nearly as practicable to one-half
the total number of directors. After initial implementation at the Company's
next Annual Meeting (discussed below), each class of directors would be
subject to election every third year and would serve for a three-year term for
so long as the Board remained classified into three classes, or would be
subject to election every second year and would serve for a two-year term in
the event the Board were classified into two classes. Currently, all of the
Company's directors are elected each year for a one-year term.
 
  The Board of Directors believes that this amendment to the bylaws is in the
best interests of the Company and its shareholders. Board classification will
help lend continuity and stability to the management of the Company. Following
adoption of the classified board structure, at any given time at least one-
half of the members of the Board of Directors will generally have had prior
experience as directors of the Company. The Board believes that this will
facilitate long-range planning, strategy and policy and will have a positive
impact on customer and employee loyalty. The Company has not historically had
problems with either the continuity or stability of its Board of Directors.
 
  If the proposal is approved by the shareholders, the Board of Directors
will, for purposes of initial implementation, designate three classes of
directors for election at the Company's next Annual Meeting. Class I will be
elected initially for a one-year term expiring at the 1998 Annual Meeting of
Shareholders; Class II will be elected initially for a two-year term expiring
at the 1999 Annual Meeting of Shareholders; and Class III will be elected for
a three-year term expiring at the Annual Meeting of Shareholders to be held in
the year 2000; and, in each case, until their successors are duly elected and
qualified. Commencing with the Annual Meeting of Shareholders scheduled to
occur in May 1998, directors elected to Class I would serve for a three-year
term and until their successors are duly elected and qualified, subject to any
decrease in the total number of authorized directors, as described above.
Subsequently in years 1999 and 2000, directors elected to Class II and Class
III, respectively, would also be elected for a three-year term and until their
successors are duly elected and qualified.
 
  Classification of the Board of Directors is permitted pursuant to the same
legislation which became effective as of January 1, 1990, referenced above
under "Elimination of Cumulative Voting." Under this legislation, a qualifying
California corporation, such as the Company, may divide its board of directors
into two or three classes, with one-half or one-third of the directors,
respectively, elected at each annual meeting (or as near to one-half or one-
third as practicable). The authorized number of directors must be not less
than six in the case of a two-class board and not less than nine in the case
of a three-class board. Classified boards of directors are permitted under the
corporate law of a majority of states, and the Company believes that well over
one-half of Fortune 500 companies provide for classified boards.
 
  The text of the proposed amendment to the bylaws is set forth in Annex B to
this Consent Solicitation Statement.
 
                                       6

 
EFFECT OF CLASSIFICATION OF BOARD
 
  If adopted, the classification of the Board will apply to every subsequent
election of directors for so long as at least six directors are authorized
under the Company's bylaws and the classification provision is not amended.
The Company's bylaws provide that the Board of Directors shall consist of not
less than seven and not more than thirteen directors, with the exact number of
directors currently set at ten. So long as the Board continues to consist of
at least ten authorized directors, after initial implementation of the
classified Board, directors will serve for a term of three years rather than
one year, and one-third of the directors (or as near to one-third as
practicable) will be elected each year.
 
  In the event that the number of directors increases, the increase will be
apportioned by the Board between the classes of directors to make each class
as nearly equal in number as possible. If the number of authorized directors
is decreased to at least six but less than nine, the directors will be
apportioned by the Board among two classes, each consisting of one-half of the
directors or as close an approximation as possible, directors will serve for a
term of two years, and one-half the directors (or as near to one-half as
practicable) will be elected each year. In any event, a decrease in the number
of directors cannot shorten the term of any incumbent director. Vacancies in
the Board created by any resignation, removal or other reason, or by an
increase in the size of the Board, may be filled for the remainder of the term
by the vote of the majority of the directors remaining in office or by the
vote of holders of a majority of the outstanding shares of the Company's
Common Stock.
 
  Pursuant to California law, members of the Board of Directors may be removed
by the Board of Directors for cause (defined to be a felony conviction or
court declaration of unsound mind), by the shareholders without cause or by
court order for fraudulent or dishonest acts or gross abuse of authority or
discretion. Prior to the 1990 legislation, no director could be removed by the
shareholders if the votes cast against such removal (or, if done by written
consent, the votes eligible to be cast by the non-consenting shareholders)
would have been sufficient to elect such director if voted cumulatively at an
election at which the same total number of votes were cast (or, if the action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of the director's most
recent election were then being elected (the "Relevant Number of Directors").
The legislation modifies the foregoing provision slightly in the case of
classified boards to use as the Relevant Number of Directors (i) the number of
directors elected at the most recent Annual Meeting of shareholders or, if
greater, (ii) the number sought to be removed. It should be noted that this
removal provision applies equally to corporations that permit cumulative
voting and to those that do not.
 
OTHER EFFECTS
 
  The classification of the Board of Directors will have the effect of making
it more difficult to replace incumbent directors. So long as the Board is
classified into three classes, a minimum of three annual meetings of
shareholders would generally be required to replace the entire Board, absent
intervening vacancies. While the proposal is not intended as a takeover-
resistive measure in response to a specific threat, it may discourage the
acquisition of large blocks of the Company's shares by causing it to take
longer for a person or group of persons who acquire such a block of shares to
effect a change in management.
 
  Approval of the proposed amendment requires the favorable vote of the
holders of a majority of the shares of the Company's Common Stock entitled to
vote.
 
  THE BOARD OF DIRECTORS BELIEVES THAT THE ADVANTAGES OF THE PROPOSED
AMENDMENT CLASSIFYING THE BOARD OF DIRECTORS FOR PURPOSES OF THE ELECTION OF
DIRECTORS GREATLY OUTWEIGH THE POSSIBLE DISADVANTAGES OF THE AMENDMENT.
ACCORDINGLY, THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PROPOSED
AMENDMENT AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS APPROVE IT.
 
 
                                       7

 
                              EFFECT OF PROPOSALS
 
  If both Proposals are approved and implemented, a shareholder or group of
shareholders seeking to replace a majority of the directors on the Board will
generally need to influence the voting of at least a majority of the
outstanding shares at three consecutive annual meetings. In addition, the
Company has other corporate attributes that may also have the effect of
helping the Company to resist an unfriendly acquisition. These include
provisions in the Company's Articles and bylaws eliminating, subject to
certain exceptions, the liability of directors for monetary damages;
provisions in the bylaws and agreements providing for indemnification of
directors and officers; and benefit plans for directors, executives and key
employees that accelerate benefits upon a change in control of the Company.
 
  The Proposals are not in response to any attempt to acquire control of the
Company, nor is the Company aware of any such attempt.
 
 
                                       8

 
                                    ANNEX A
 
                           TEXT OF PROPOSED AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
 
  The Articles of Incorporation of this Company shall be amended by adding
thereto a new Article Seven, which shall read as set forth below:
 
  SEVEN. ELIMINATION OF CUMULATIVE VOTING.
  -----
 
  No holder of any class of stock of the corporation shall be entitled to
cumulate votes at any election of directors of the corporation.
 
 
                                       9

 
                                    ANNEX B
 
                     TEXT OF PROPOSED AMENDMENT TO BYLAWS
 
  Article IV, Section 2 of the bylaws of the Company shall be amended in its
entirety to read as follows:
 
  Section 2. Classification, Election and Term of Office.
 
  (a) Nomination for election of directors may be made by the Board of
Directors or by any holder of any outstanding class of capital stock of the
Corporation entitled to vote for the election of directors. Notice of
intention to make any nominations shall be made in writing and shall be
delivered or mailed to the President of the Corporation not less than twenty-
one (21) days nor more than sixty (60) days prior to any meeting of
shareholders called for the election of directors; provided, however, that if
less than twenty-one (21) days' notice is given to shareholders, such notice
of intention to nominate shall be mailed or delivered to the President of the
Corporation not later than the close of business on the tenth (10th) day
following the day on which the notice of meeting was mailed; provided,
further, that if notice of such meeting is sent by third class mail (if
permitted by law), no notice of intention to make nominations shall be
required. Such notification shall contain the following information to the
extent known to the notifying shareholder.

  (1)  the name and address of each proposed nominee;
  (2)  the principal occupation of each proposed nominee;
  (3)  the number of shares of capital stock of the Corporation owned by each
       proposed nominee;
  (4)  the name and residence address of the notifying shareholder; and
  (5)  the number of shares of capital stock of the Corporation owned by the
       notifying shareholder.
 
  Nominations not made in accordance herewith may, in the discretion of the
Chairman of the meeting, be disregarded and upon the Chairman's instructions,
the inspectors of election can disregard all votes cast for each such nominee.
A copy of this paragraph shall be set forth in a notice to shareholders of any
meeting at which directors are to be elected.
 
  (b) In the event that the authorized number of directors shall be fixed at
nine (9) or more, the Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist of one-
third of the directors or as close an approximation as possible. The initial
term of office of the directors of Class I shall expire at the annual meeting
to be held during fiscal year 1998, the initial term of office of the
directors of Class II shall expire at the annual meeting to be held during
fiscal 1999 and the initial term of office of the directors of Class III shall
expire at the annual meeting to be held during fiscal year 2000. At each
annual meeting, commencing with the annual meeting to be held during fiscal
year 1998, each of the successors to the directors of the class whose term
shall have expired at such annual meeting shall be elected for a term running
until the third annual meeting next succeeding his or her election and until
his or her successor shall have been duly elected and qualified.
 
  In the event that the authorized number of directors shall be fixed with at
least six (6) but less than nine (9), the Board of Directors shall be divided
into two classes, designated Class I and Class II. Each class shall consist of
one-half of the directors or as close an approximation as possible. At each
annual meeting, each of the successors to the directors of the class whose
term shall have expired at such annual meeting shall be elected for a term
running until the second annual meeting next succeeding his or her election
and until his or her successor shall have been duly elected and qualified.
 
  Notwithstanding the rule that the classes shall be as nearly equal in number
of directors as possible, in the event of any change in the authorized number
of directors, each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he or she is a
member until the expiration of his or her current term, or his or her prior
death, resignation or removal.
 
 
                                      10

 
  At each annual election, the directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless,
by reason of any intervening changes in the authorized number of directors,
the Board of Directors shall designate one or more directorships whose term
then expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes.
 
  This section may only be amended or repealed by approval of the Board of
Directors and the outstanding shares (as defined in Section 152 of the
California General Corporation Law) voting as a single class, notwithstanding
Section 903 of the California General Corporation Law.
 
 
                                      11

 
                              GREATER BAY BANCORP
 
                                WRITTEN CONSENT
 
  The undersigned shareholder of Greater Bay Bancorp, a California
corporation, ("the Company"), hereby consents, pursuant to Section 603 of the
California General Corporation Law, with respect to all shares of Common
Stock, no par value per share, of the Company held by the undersigned as of
the Record Date of March 27, 1997 to the following action without a meeting
and without prior notice.
 
1. To approve an amendment to the Company's Articles of Incorporation (the
   "Articles") to eliminate cumulative voting in the election of directors.
 
              [_] CONSENT     [_] CONSENT WITHHELD     [_] ABSTAIN
 
2. To approve an amendment to the Company's bylaws to provide for the
   classification of the Company's Board of Directors for purposes of the
   election of directors.
 
              [_] CONSENT     [_] CONSENT WITHHELD     [_] ABSTAIN
 
  THE SHARES REPRESENTED BY THIS WRITTEN CONSENT WILL BE COUNTED AS MARKED
ABOVE. A WRITTEN CONSENT MARKED "ABSTAIN" WITH RESPECT TO EITHER PROPOSAL WILL
NOT BE COUNTED EITHER FOR OR AGAINST THE PROPOSAL.
 
  Please date and sign exactly as your name(s) appear(s). When signing as
attorney, executor, administrator, trustee or guardian, please give full
title. If more than one trustee, all should sign. All joint owners should
sign. PLEASE SIGN AND RETURN THIS WRITTEN CONSENT AS PROMPTLY AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
 
            , 1997
 
                                     Number of Common Shares: 
                                                             -------------------
 
                                     SHAREHOLDER(S):
 
                                     ------------------------------------------

                                     ------------------------------------------
 
 
                                      12