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): October 8, 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 October 8, 2001, the Registrant issued a press release announcing
the timing of its third quarter 2001 earnings release and conference call. The
press release also reported the Registrant's expected earnings per share for the
quarter. The subtitle and paragraphs 1, 4, 5, 6 and 7 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
--------

99.1     Press Release dated October 8, 2001

Item 9.  Regulation FD Disclosure

         The title and paragraphs 2 and 3 of the press release appearing in
Exhibit 99.1 are not filed but are 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: October 8, 2001                              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 October 8, 2001







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EX-99.1

                                  EXHIBIT 99.1

                       Press Release dated October 8, 2001

For Information Contact
-----------------------
At Greater Bay Bancorp:                At The 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 EXPECTS TO MEET
                 CONSENSUS EARNINGS ESTIMATES FOR THIRD QUARTER

      --Schedules Third Quarter 2001 Earnings Release And Conference Call--

PALO ALTO, CA, October 8, 2001 -- Greater Bay Bancorp (Nasdaq: GBBK), a
financial services holding company, announced that it will broadcast its third
quarter 2001 earnings conference call live via the Internet on Wednesday,
October 17, 2001.

The Company also reported that it expects third quarter 2001 core and net
earnings per share of $0.48, which is in line with First Call analysts'
consensus estimates. The Company also reaffirmed that, based on current market
and economic conditions, it anticipates its full year core earnings, exclusive
of one-time costs related to the merger of SJNB Financial Corp. and other
nonrecurring items, to meet the First Call analysts' consensus estimates.

David L. Kalkbrenner, President and Chief Executive Officer of Greater Bay
Bancorp, commented, "The anticipated third quarter earnings remain consistent
with the guidance we published in June of this year at the time we announced our
pending merger with SJNB Financial Corp. Because of that merger, we suspended
our stock repurchase program so that we could account for the merger as a
pooling-of-interests. Although the SEC granted some emergency exemptions from
the pooling requirements, other SEC rules prevent us from resuming our stock
repurchase program as we are in the middle of soliciting proxies for the
shareholder meetings to vote on the merger. If not for the status of the merger,
we would likely be in the market purchasing our stock, since, at current levels,
we believe it would make an excellent investment for us."

A press release outlining the third quarter financial results will be
distributed at 5:45 am PDT on October 17, 2001. The conference call will begin
at 8:00 am PDT on October 17, 2001 and will last for approximately one hour.

Investors have the opportunity to listen to the conference call live over the
Internet through Street Events, Inc., at http://www.streetevents.com. Investors
should go to the StreetEvents Web site 15 minutes prior to the start of the
call, as it may be necessary to download audio software to hear

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the conference call. To do so, investors should click on the Windows Media
Player icon at the bottom of the screen and follow directions from there. A
replay of the conference call will be available on the StreetEvents Web site for
30 days and via telephone through October 24, 2001 by dialing 703-925-2435,
passcode 5587068.

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

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, net loan charge-offs, rate of
loan loss reserve to total loans, 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 newly 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.

Greater Bay Bancorp has filed a registration statement on Form S-4 (Reg. No.
333-68336) with the SEC in connection with the proposed merger with SJNB
Financial Corp. The registration statement includes a prospectus/proxy statement
which was sent to shareholders of Greater Bay Bancorp and SJNB Financial Corp.
seeking their approval of the proposed merger. The registration statement can be
obtained at the Internet World Wide Web site maintained by the SEC at
http://www.sec.gov.
------------------

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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