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): July 21, 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 July 21, 2000, Greater Bay Bancorp (the "Registrant") consummated its
acquisition of Bank of Santa Clara ("BSC") pursuant to an Agreement and Plan of
Reorganization, dated as of January 26, 2000 (the "Agreement"), providing for
the merger of GBB Merger Corp. ("Newco"), a wholly owned subsidiary of the
Registrant, with and into BSC (the "Merger").  As a result of the Merger, BSC
became a wholly owned subsidiary of GBB.

       In accordance with the Agreement, former shareholders of BSC received
0.8499 shares of the Registrant's common stock in exchange for each of their
shares of BSC common stock. The Merger was accounted for as a pooling of
interests.

       The Registrant issued a press release announcing completion of the Merger
on July 24, 2000, a copy of which is attached hereto as Exhibit 99.1.

       For a more detailed discussion of the terms and conditions of the
Agreement and the Merger, reference is made to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-35576) filed with the Securities and
Exchange Commission on April 25, 2000, as amended by Amendment No. 1 thereto
filed with the Securities and Exchange Commission on June 1, 2000, incorporated
herein by this reference.

Item 7.  Financial Statements and Exhibits.

Exhibits
- --------

2.1    Agreement and Plan of Reorganization, dated as of January 26, 2000, by
       and between Greater Bay Bancorp, GBB Merger Corp. and Bank of Santa Clara
       (incorporated by reference from the Registrant's Current Report on Form
       8-K dated February 3, 2000)

99.1   Press Release dated July 24, 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: July 24, 2000                  By: /s/ Linda M. Iannone
                                          --------------------
                                          Linda M. Iannone
                                          Senior Vice President and General
                                          Counsel

                                       3


                                 Exhibit Index
                                 -------------

2.1    Agreement and Plan of Reorganization, dated as of January 26, 2000, by
       and between Greater Bay Bancorp, GBB Merger Corp. and Bank of Santa Clara
       (incorporated by reference from the Registrant's Current Report on Form
       8-K dated February 3, 2000)

99.1   Press Release dated July 24, 2000

                                       4

EX-99.1

                                                                    EXHIBIT 99.1

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


FOR IMMEDIATE RELEASE

                   GREATER BAY BANCORP ANNOUNCES COMPLETION
                      OF MERGER WITH BANK OF SANTA CLARA


PALO ALTO, CA, July 24, 2000 -- Greater Bay Bancorp (Nasdaq: GBBK), a $3.7
billion in assets financial services holding company, announced today that its
merger with Bank of Santa Clara was completed on July 21, 2000.

Each Bank of Santa Clara shareholder will receive 0.8499 shares of Greater Bay
Bancorp stock for each share of Bank of Santa Clara in a tax-free exchange.  The
merger will be accounted for as a pooling of interests.  Following the
transaction, Bank of Santa Clara will operate as a wholly owned subsidiary of
Greater Bay Bancorp.  On a pro forma basis as of June 30, 2000, the combined
company will have total assets of approximately $4.1 billion and shareholders'
equity of approximately $270.3 million.  Including the pending merger with Bank
of Petaluma, the company's pro forma assets and shareholders' equity as of June
30, 2000 would be $4.3 billion and $286.6 million, respectively.

According to David Kalkbrenner, President and Chief Executive Officer of Greater
Bay Bancorp, "Bank of Santa Clara provides Greater Bay with a unique opportunity
to add to our organization a high performing community bank with an excellent
reputation for service.  With more than 25 years of quality service in its
Silicon Valley market area, Bank of Santa Clara has a proven track record of
success and we are pleased that the bank has joined our Super Community Banking
family. We are also pleased to welcome Thaddeus J. Whalen, Jr., a current
director of Bank of Santa Clara, to the Greater Bay Board of Directors."

Ronald Reinartz, who will continue as President and Chief Executive Officer of
Bank of Santa Clara, commented, "This merger enhances our ability to serve our
clients and community which we expect will be very receptive to the broader
array of financial services and increased lending capabilities we can now offer.
We will continue to operate under the name Bank of Santa Clara with the same
commitment to client and community service that we have always maintained."

Greater Bay Bancorp through its nine subsidiary banks, 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, and Peninsula
Bank of Commerce,


along with its operating divisions serves clients throughout Silicon Valley, San
Francisco, the San Francisco Peninsula, the Contra Costa Tri-Valley Region and
the Coastal Market.

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 future financial performance
and condition and pending mergers.  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 due to a number of factors,
including, but not limited to, when and if the proposed mergers are consummated,
the success of Greater Bay Bancorp in integrating the new banks into its
organization and other risks detailed in the Greater Bay Bancorp reports filed
with the Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended December 31, 1999.

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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