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): May 21, 1999


                              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.

     (a) On May 21, 1999, Greater Bay Bancorp (the "Registrant") consummated its
merger with Bay Area Bancshares ("BAB") pursuant to an Agreement and Plan of
Reorganization, dated as of January 26, 1999 (the "Agreement"), providing for
the merger of BAB with and into the Registrant (the "Merger").  In accordance
with the Agreement, former shareholders of BAB received 1.38682 shares of the
Registrant's common stock in exchange for each of their shares of BAB common
stock.  As a result of the Merger, Bay Area Bank, formerly a wholly owned
subsidiary of BAB, became a wholly owned subsidiary of the Registrant.  The
Merger was accounted for as a pooling of interests.

     The Registrant issued a press release announcing completion of the Merger
on May 24, 1999, 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. 333-72701) filed with the Securities and Exchange
Commission on February 22, 1999, as amended by Amendment No. 1 thereto filed
with the Securities and Exchange Commission on March 18, 1999, incorporated
herein by this reference.

     (b) On May 27, 1999, the Registrant issued a press release announcing its
second quarter dividend, a copy of which is attached hereto as Exhibit 99.2.

Item 7.  Financial Statements and Exhibits.

Exhibits
- --------

2.1    Agreement and Plan of Reorganization, dated as of January 26, 1999, by
       and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
       reference from the Registrant's Annual Report on Form 10-K for the fiscal
       year ended December 31, 1998)

99.1   Press Release dated May 24, 1999

99.2   Press Release dated May 27, 1999

                                       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: June 4, 1999                     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, 1999, by
       and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
       reference from the Registrant's Annual Report on Form 10-K for the fiscal
       year ended December 31, 1998)

99.1   Press Release dated May 24 1999

99.2   Press Release dated May 27, 1999

                                       4

EX-99.1

                                  EXHIBIT 99.1

For Information Contact
- -----------------------
At Greater Bay Bancorp:                 At Financial Relations Board:
David L. Kalkbrenner                    Lise Needham (general information)
President and CEO                       Stephanie Mishra (analyst contact)
(650) 614-5767                          (415) 986-1591
Steven C. Smith
EVP, COO and CFO
(650) 813-8222

At Bay Area Bank:
Frank Bartaldo
President and CEO
(650) 562-3238

                            GREATER BAY BANCORP AND
              BAY AREA BANCSHARES ANNOUNCE COMPLETION OF  MERGER

PALO ALTO, CA, May 24, 1999 -- Greater Bay Bancorp (Nasdaq: GBBK) today
announced that the merger with Bay Area Bancshares, the holding company for Bay
Area Bank, Redwood City, California, was completed on May 21, 1999.  The
transaction furthers the strategic plan of Greater Bay Bancorp in becoming the
preeminent independent bank holding company in Northern California.

Each Bay Area Bancshares shareholder will receive 1.38682 shares of Greater Bay
Bancorp stock for each share of Bay Area Bancshares in a tax-free exchange.  The
merger will be accounted for as a pooling of interests.  Following the
transaction, Bay Area Bank, a wholly owned subsidiary of Bay Area Bancshares,
will operate as a wholly owned subsidiary of Greater Bay Bancorp.  Based on
March 31, 1999 financial information, the combined company will have total
assets of approximately $1.9 billion and shareholders' equity of approximately
$113 million.

"We are pleased to add another community bank of such quality to the Greater Bay
family," said  David Kalkbrenner, President and Chief Executive Officer of
Greater Bay Bancorp.  "We expect this transaction to be accretive in 1999 as the
merger will provide revenue enhancements and savings in operating expenses.
With this merger, we now have five strong bank subsidiaries."

"We are excited to be joining Greater Bay Bancorp and believe this merger will
benefit our customers, the communities we serve, our shareholders, and our
employees," said Frank Bartaldo, President and Chief Executive Officer of Bay
Area Bank.  "By combining with Greater Bay Bancorp, we enhance Bay Area Bank's
ability to offer a wide range of financial services and increase our lending
capacity.  Together, we have a much stronger product offering and position in
our key target markets."

Greater Bay Bancorp and its financial service subsidiaries, Bay Area Bank,
Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and
Golden Gate Bank, along with its


operating divisions, Greater Bay Bank Santa Clara Commercial Banking Group,
Greater Bay Corporate Finance Group, Greater Bay Bank Contra Costa Regional
Banking Office, Greater Bay International Banking Division, Greater Bay Trust
Company, Pacific Business Funding and Venture Banking Group, serve clients
throughout Silicon Valley, the San Francisco Peninsula and the Contra Costa Tri
Valley Region, with offices located in San Jose, Cupertino, Santa Clara, Palo
Alto, Redwood City, San Mateo, Millbrae, San Bruno, San Francisco and Walnut
Creek.

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 Company's publicly available Securities and Exchange
Commission filings, including its Annual Report on Form 10-K for the year ended
December 31, 1998, and particularly the discussion of risk factors within the
document.

                                     # # #

EX-99.2

                                 EXHIBIT 99.2

For Information Contact
- -----------------------
at Greater Bay Bancorp:                 at Financial Relations Board:
David L Kalkbrenner, President & CEO    Lise Needham (general information)
(650) 614-5767                          Stephanie Mishra (analyst contact)
Steven C. Smith, EVP, COO & CFO         (415) 986-1591
(650) 813-8222

FOR IMMEDIATE RELEASE
- ---------------------

                          GREATER BAY BANCORP DECLARES
                          SECOND QUARTER CASH DIVIDEND

PALO ALTO, CA, May 27, 1999 -- Greater Bay Bancorp (Nasdaq: GBBK), a $1.9
billion in assets financial services holding company, has declared a twelve cent
($0.12) per share cash dividend for the second quarter of 1999.

The cash dividend will be payable on July 15, 1999, to shareholders of record as
of June 30, 1999.

"The company continues to show a strong earnings performance and we are happy
that our valued shareholders can share in our continued success," stated David
L. Kalkbrenner, president and chief executive officer of Greater Bay Bancorp.

Greater Bay Bancorp and its financial services subsidiaries, Bay Area Bank,
Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and
Golden Gate Bank, along with its operating divisions, Greater Bay Bank Santa
Clara Valley Commercial Banking Group, Greater Bay Corporate Finance Group,
Greater Bay Bank Contra Costa Business Banking Office, Greater Bay International
Banking Division, Greater Bay Trust Company, Pacific Business Funding and
Venture Banking Group, serve clients throughout Silicon Valley, the San
Francisco Peninsula and the Contra Costa Tri-Valley Region, with offices located
in San Jose, Cupertino, Santa Clara, Palo Alto, Redwood City, San Mateo,
Millbrae, San Bruno, San Francisco, and Walnut Creek.

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 the Annual Report on Form 10-K for the
year ended December 31, 1998, and particularly the discussion of risk factors
with such documents.

                          "WE INVEST IN RELATIONSHIPS"

                                     # # #