8-K

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): February 25, 2002

Greater Bay Bancorp
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 77-0387041
(I.R.S. employer
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 February 25, 2002, Greater Bay Bancorp (the “Registrant”) issued a press release announcing that representatives of the Registrant will participate in the Sandler O’Neill & Partners conference on February 28, 2002. The press release, included in this report as Exhibit 99.1, is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

Exhibits
99.1	Press Release dated February 25, 2002 re conference participation
99.2	Greater Bay Bancorp slide presentation for February 28, 2002 Sandler O’Neill & Partners conference

Item 9. Regulation FD Disclosure

     The slide presentation included herein as Exhibit 99.2 is not filed but is furnished pursuant to Regulation FD.

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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 27, 2002	By:	/s/ Linda M. Iannone
		Linda M. Iannone
		Senior Vice President and General Counsel

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Exhibit Index

99.1	Press Release dated February 25, 2002 re conference participation
99.2	Greater Bay Bancorp slide presentation for February 28, 2002 Sandler O’Neill & Partners conference

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EX-99.1

Press Release dated February 25, 2002
re conference participation

For Information Contact
At Greater Bay Bancorp:	At Financial Relations Board:
David L. Kalkbrenner	Christina Carrabino (general information)
President and CEO	Stephanie Mishra (analyst contact)
(650) 614-5767	(415) 986-1591
Steven C. Smith, EVP, CAO and CFO
(650) 813-8222

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP TO ATTEND SANDLER O’NEILL

WEST COAST FINANCIAL SERVICES CONFERENCE

PALO ALTO, CA, February 25, 2002 -- Greater Bay Bancorp (Nasdaq:GBBK), a $7.9 billion in assets financial services holding company, announced that representatives of the Company will participate in a conference sponsored by Sandler O’Neill & Partners, L.P. on February 28, 2002 at 7:45 a.m. (pacific time).

The conference will also be accessible on-demand through Sandler O’Neill’s website at http://www.sandleroneill.com by clicking on the “conference webcast” tab during the conference and for 30 days following the conference. Slides of Greater Bay Bancorp’s presentation will be accessible on this website and will be filed with the SEC on a Current Report on Form 8-K prior to the presentation.

Persons interested in listening to the conference should go to the website 15 minutes prior to the start of the conference to register. It may be necessary to download audio software to hear the presentation.

You may also listen to the conference by telephone by dialing (888) 924-4447.

Greater Bay Bancorp through its eleven subsidiary banks, Bank of Petaluma, Bank of Santa Clara, Bay Area Bank, Bay Bank of Commerce, Coast Commercial Bank, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt. Diablo National Bank, Peninsula Bank of Commerce and San Jose National Bank, along with its operating divisions, serves clients throughout Silicon Valley, San Francisco, the San Francisco Peninsula, the East Bay Region, the North Bay Region and the Central Coastal Region.

Greater Bay Bancorp’s corporate press releases are available on the Company’s web site at http://www.gbbk.com.

Safe Harbor

Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to the Company’s current expectations regarding future operating results, growth in loans, deposits and assets, net loan charge-offs, level of loan loss reserves, loan quality, continued success of its Super Community Banking strategy and the strength of the local economy. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions at the international, national and local levels and increased competition among financial service providers on the Company’s results of operations, the Company’s ability to continue its internal growth at historical rates, the Company’s ability to maintain its net interest spread, and the quality of the Company’s earning assets; (2) government regulations; (3) the ability to successfully integrate pending mergers and acquisitions; (4) the risks relating to the Company’s warrant positions; and (5) the other risks set forth in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001.

For investor information on Greater Bay Bancorp at no charge, call our automated shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code GBBK. For international access, dial 1-201-432-6555.

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EX-99.2

Exhibit 99.2

Greater Bay Bancorp slide presentation
for February 28, 2002 Sandler O’Neill & Partners conference