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): December 20, 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 December 20, 2000, Greater Bay Bancorp (the "Registrant") issued a
press release announcing the declaration of its fourth quarter dividend. A copy
of the press release is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

Exhibits
- --------

99.1   Press Release dated December 20, 2000 re fourth quarter dividend

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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: December 21, 2000                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 December 20, 2000 re fourth quarter dividend

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EX-99.1

                                 EXHIBIT 99.1

                     Press Release dated December 20, 2000
                          re fourth quarter dividend

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

                         GREATER BAY BANCORP DECLARES
                            FOURTH QUARTER DIVIDEND

PALO ALTO, CA, December 20, 2000 - Greater Bay Bancorp (Nasdaq: GBBK), a $4.3
billion ($4.7 billion on a pro forma basis) in assets financial services holding
company, today announced that it has declared a ten cent ($.10) per share cash
dividend for the fourth quarter of 2000.

The cash dividend will be payable on January 16, 2001, to shareholders of record
as of December 29, 2000.

"We are pleased that Greater Bay Bancorp's financial success allows us to reward
our shareholders for their support," said David Kalkbrenner, president and chief
executive officer of Greater Bay Bancorp.  "This is our 34th consecutive
quarterly cash dividend and we are pleased that our shareholders continue to
benefit from our strong financial performance."

Greater Bay Bancorp through its ten 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, and Peninsula Bank of Commerce, 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 Coastal
Region.

Safe Harbor
This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected.  For a discussion of factors that could cause actual results to
differ, please see the publicly available Securities and Exchange Commission
filings of Greater Bay Bancorp, including its Annual Report on Form 10-K for the
year ended December 31, 1999, and particularly the discussion of risk factors
within such documents.

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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