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 16, 2002

Greater Bay Bancorp

(Exact name of registrant as specified in its charter)

California	77-0387041
(State or other jurisdiction of incorporation or organization)	(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 December 16, 2002, the Registrant issued a press release announcing the appointment of Kenneth Shannon as Executive Vice President and Chief Risk Officer. The title and paragraphs 1 and 3 through 6 of the press release, which appear as part of Exhibit 99.1, are filed and incorporated herein by reference.

On December 18, 2002, the Registrant issued a press release announcing the declaration of the fourth quarter cash dividend on the Registrant’s common stock. The title and paragraphs 1, 2 and 4 through 6 of the press release, which appear as part of Exhibit 99.2, are filed and incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

Exhibits
99.1	Press Release dated December 16, 2002 re appointment of executive officer
99.2	Press Release dated December 18, 2002 re cash dividend

Item 9.    Regulation FD Disclosure

Paragraph 2 of the press release appearing in Exhibit 99.1 is not filed but are furnished pursuant to Regulation FD. Paragraph 3 of the press release appearing in Exhibit 99.2 is not filed but are furnished pursuant to Regulation FD.

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 19, 2002	By:	/s/    Linda M. Iannone
			Linda M. Iannone Senior Vice President and General Counsel

Exhibit Index

99.1	Press Release dated December 16, 2002 re appointment of executive officer
99.2	Press Release dated December 18, 2002 re cash dividend

EX-99.1

Exhibit 99.1

Press Release dated December 16, 2002

For Information Contact

At Greater Bay Bancorp:	At FRB | Weber Shandwick:
David L. Kalkbrenner, President & CEO	James Hoyne (analyst contact)
(650) 614-5767	(310) 407-6546

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP APPOINTS

KENNETH SHANNON CHIEF RISK OFFICER

PALO ALTO, CA, December 16, 2002—Greater Bay Bancorp (Nasdaq:GBBK), a financial services holding company, announced the appointment of Kenneth Shannon as Executive Vice President and Chief Risk Officer.

“We are very pleased that Ken has joined us to head our Enterprise Wide Risk Management Group,” stated David L. Kalkbrenner, President and Chief Executive Officer of Greater Bay Bancorp. “This is a newly created position that includes responsibilities for risk management, internal audit, compliance and credit review and reflects our commitment to ensuring that the depth of our management team continues to keep pace with our growth and changing needs. Ken’s experience as a senior executive of a large institution and as a former bank regulator will serve the Company extremely well in this important strategic position.”

Mr. Shannon previously served as Executive Vice President and Chief Credit Officer of California Federal Bank. He joined California Federal Bank in 1993 as director of risk asset review. Prior to joining California Federal Bank, Mr. Shannon served as Assistant Regional Director for the western region of the Federal Home Loan Bank/Office of Thrift Supervision. Mr. Shannon holds a bachelor of arts degree from Miami University (Ohio) and a master of business administration degree from the University of San Francisco.

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. ABD Insurance and Financial Services, a wholly owned subsidiary of Greater Bay Bancorp, provides commercial insurance brokerage, employee benefits consulting and risk management solutions to business clients throughout the United States.

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, 2001, and particularly the discussion of risk factors within such documents.

For additional information and press releases about Greater Bay Bancorp, visit the Company’s web site at http://www.gbbk.com.

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EX-99.2

Exhibit 99.2

Press Release dated December 18, 2002

For Information Contact

At Greater Bay Bancorp:	At FRB | Weber Shandwick:
David L. Kalkbrenner	James Hoyne
President and CEO	(310) 407-6546
(650) 614-5767
Steven C. Smith
EVP, CAO and CFO
(650) 813-8222

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP DECLARES

FOURTH QUARTER 2002 CASH DIVIDEND

PALO ALTO, CA, December 18, 2002—Greater Bay Bancorp (Nasdaq: GBBK), a financial services holding company, announced that it has declared a twelve and one-half cents ($.125) per share cash dividend for the fourth quarter of 2002.

The cash dividend will be payable on January 15, 2003, to shareholders of record as of December 31, 2002.

“We are pleased to be able to reward our shareholders for their support of Greater Bay Bancorp,” said David L. Kalkbrenner, president and chief executive officer of Greater Bay Bancorp. “This is our 42nd consecutive quarterly cash dividend, a reflection of our ongoing commitment to delivering strong shareholder returns.”

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. ABD Insurance and Financial Services, a wholly owned subsidiary of Greater Bay Bancorp, provides commercial insurance brokerage, employee benefits consulting and risk management solutions to business clients throughout the United States.

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, 2001, and particularly the discussion of risk factors within such documents.

For additional information and press releases about Greater Bay Bancorp, visit the Company’s web site at http://www.gbbk.com.

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