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): March 30, 2001


                              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 March 30, 2001, Greater Bay Bancorp (the "Registrant") consummated its
acquisition of CAPCO Financial Company, Inc. ("CAPCO") pursuant to a Stock
Purchase Agreement, dated as of March 14, 2001 (the "Agreement"), providing for
the acquisition by the Registrant of all of the outstanding capital stock of
CAPCO (the "Acquisition"). Immediately following the Acquisition, CAPCO merged
with and into the Registrant and the Registrant sold and contributed all of the
assets of CAPCO to Cupertino National Bank, a subsidiary of the Registrant. As a
result, CAPCO Financial Company currently operates as a division of Cupertino
National Bank.

     The Registrant issued a press release announcing completion of the
Acquisition on April 2, 2001. The title and paragraphs one, three and six of the
press release, which appear as part of Exhibit 99.1, are filed and incorporated
herein by reference.

Item 7.  Financial Statements and Exhibits.

Exhibits
- --------

2.1      Stock Purchase Agreement, dated as of March 14, 2001, by and among
         Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
         thereof (incorporated by reference from the Registrant's Current Report
         on Form 8-K filed March 15, 2001)

99.1     Press Release issued April 2, 2001

Item 9.  Regulation FD Disclosure

     Paragraphs two, four and five of the press release appearing in Exhibit
99.1 are not filed but are furnished pursuant to Regulation FD.

                                       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: April 2, 2001            By: /s/ Linda M. Iannone
                                    --------------------
                                    Linda M. Iannone
                                    Senior Vice President and General
                                    Counsel

                                       3


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

2.1    Stock Purchase Agreement, dated as of March 14, 2001, by and among
       Greater Bay Bancorp, CAPCO Financial Company, Inc. and the shareholders
       thereof (incorporated by reference from the Registrant's Current Report
       on Form 8-K filed March 15, 2001)

99.1   Press Release issued April 2, 2001

                                       4

EX-99.1

                                                                    EXHIBIT 99.1

                      Press Release issued April 2, 2001

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

     FOR IMMEDIATE RELEASE

                   GREATER BAY BANCORP COMPLETES ACQUISITION
                       OF CAPCO FINANCIAL COMPANY, INC.

PALO ALTO, CA, April 2, 2001 -- Greater Bay Bancorp (Nasdaq:GBBK), a $5.1
billion in assets financial services holding company, announced that it has
completed the acquisition of CAPCO Financial Company, Inc., a factoring and
asset-based lending company headquartered in Bellevue, Washington. Greater Bay
Bancorp purchased the company for $8.5 million in cash and stock, representing
approximately 3.7 times EBITDA.

Greater Bay Bancorp anticipates the transaction to be approximately 1% accretive
in the first year of combined operations and approximately 2% accretive in the
second year of combined operations, after goodwill amortization and excluding
one-time nonrecurring transaction-related expenses. Greater Bay Bancorp has not
included any anticipated revenue enhancements that may be realized from the
acquisition.

CAPCO, with approximately $28 million in commitments and $2.8 million in equity,
provides accounts receivable financing to small businesses located in the
Pacific Northwest. CAPCO's services include lines of credit secured by accounts
receivable and accounts receivable factoring. Thomas Nesbit, Chief Executive
Officer, and Steven Shaughnessey, President, will continue to lead CAPCO's
operations as part of Greater Bay Bancorp.

David L. Kalkbrenner, President and Chief Executive Officer of Greater Bay
Bancorp, commented, "We are very pleased to welcome CAPCO to the Greater Bay
Bancorp family, as it will provide us with an important presence in the Pacific
Northwest and an opportunity to expand our asset-based lending capabilities."

Mr. Nesbit added, "The CAPCO team is excited about the opportunities for growth
and expanded client services now that we are part of the Greater Bay Bancorp
Super Community Banking family."

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 Central Coastal Region.

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, 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) any difficulties that may be
encountered in integrating recently acquired businesses and in realizing
operating efficiencies; (3) government regulation; (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, 2000.

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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