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 23, 2004

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 March 23, 2004, Greater Bay Bancorp (the “Company”) issued a press release announcing the completion of a private offering and sale of $265.2 million principal amount at maturity of its zero coupon senior convertible debt securities due 2024 with gross proceeds to the Company of $240.0 million. This amount includes $44.2 million principal amount at maturity of debt securities issued upon the exercise by the initial purchaser of its overallotment option.

The Company used approximately $47 million of the net proceeds from the sale to repurchase 1,695,273 shares of it common stock concurrently with the sale of the convertible debt securities. The Company intends to use the remaining net proceeds for general corporate purposes.

On March 23, 2004, the Company also issued a press release announcing the declaration of its 2004 first quarter cash dividend in the amount of $0.1425 per share. Such amount represents approximately a 6% increase from the cash dividend for the fourth quarter 2003.

The press releases, which appear as Exhibits 99.1 and 99.2, are filed and incorporated herein by reference, except as set forth in Item 9.

Item 7. Financial Statements and Exhibits.

Exhibits
99.1	Press Release dated March 23, 2004 re completion of debt offering
99.2	Press Release dated March 23, 2004 re dividend increase

Item 9. Regulation FD Disclosure

The paragraph of the dividend press release containing the quote of the President and Chief Executive Officer is not filed but is 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:	March 24, 2004	By:	/s/    Linda M. Iannone
			Linda M. Iannone Senior Vice President and General Counsel

3

Exhibit Index

99.1	Press Release dated March 23, 2004 re completion of debt offering
99.2	Press Release dated March 23, 2004 re dividend increase

4

EX-99.1

EXHIBIT 99.1

Press Release dated March 23, 2004

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
Byron A. Scordelis, President and CEO	Philip Bourdillon/Gene Heller
(650) 614-5751	(310) 208-2550
Steven C. Smith, EVP and CFO
(650) 813-8222

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP ANNOUNCES SALE

OF ZERO COUPON SENIOR CONVERTIBLE DEBT SECURITIES

PALO ALTO, Calif. – March 23, 2004 – Greater Bay Bancorp (Nasdaq:GBBK), a $7.6 billion in assets financial services holding company, today announced that it completed its private offering and sale of $265.2 million principal amount at maturity of its zero coupon senior convertible debt securities due 2024 with gross proceeds to the Company of $240.0 million. This amount includes $44.2 million principal amount at maturity of debt securities issued upon the exercise by the initial purchaser of its overallotment option.

The Company used approximately $47 million of the net proceeds from the sale to repurchase 1,695,273 shares of it common stock concurrently with the sale of the convertible debt securities. The Company intends to use the remaining net proceeds for general corporate purposes.

The debt securities were sold at an initial price of $904.95 per $1,000 principal amount at maturity representing a yield to maturity of 0.50%. Each $1,000 in principal amount at maturity is convertible into 23.7582 shares of the Company’s common stock (subject to adjustment in certain circumstances) upon the occurrence of certain events, including during any fiscal quarter if the sale price of the Company’s common stock is above 120% of the accreted conversion price measured over a specified number of trading days. This represents an initial conversion price of $38.09 per share of common stock, reflecting a premium of approximately 38% relative to the official Nasdaq closing price of the Company’s common stock of $27.60 on March 17, 2004. The Company may redeem all or some of the debt securities on or after March 23, 2009 at the issue price plus accreted issue discount to the redemption date. The Company may be required to repurchase the debt securities, at the option of the holders, on March 23, 2006, March 23, 2009, March 23, 2014 and March 23, 2019, at the issue price plus accreted issue discount to the repurchase date. The Company may also be required to repurchase the securities upon a change in control at the issue price plus accreted issue discount to the repurchase date.

The Company will pay contingent interest during any six month period commencing with the period beginning March 23, 2009, if the trading price of the securities exceeds 120% of the issue price plus accreted issue discount. The securities will mature on March 23, 2024.

The sale was made to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended.

The senior convertible debt securities and the common stock issuable upon conversion of the securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

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, 2003 and particularly the discussion of risk factors within such documents.

EX-99.2

Exhibit 99.2

Press Release dated March 23, 2004

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
Byron A. Scordelis, President and CEO	Philip Bourdillon/Gene Heller
(650) 614-5767	(310) 208-2550
Steven C. Smith, EVP and CFO
(650) 813-8222

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP DECLARES 6% INCREASE

IN FIRST-QUARTER CASH DIVIDEND

PALO ALTO, Calif. – March 23, 2004 – Greater Bay Bancorp (Nasdaq:GBBK), a $7.6 billion in assets financial services holding company, announced that it has declared a fourteen and one quarter cents ($0.1425) per share cash dividend for the first quarter of 2004.

This dividend represents approximately a 6% increase over the Company’s previous quarterly dividend of thirteen and one half cents ($0.135) per share. The cash dividend will be payable on April 15, 2004 to shareholders of record as of April 5, 2004.

“This payment represents the 47^th consecutive cash dividend paid by Greater Bay Bancorp,” stated Byron A. Scordelis, President and Chief Executive Officer of Greater Bay Bancorp. “This increase in our dividend reflects our continued desire to recognize and reward our shareholders for their support as well as to tangibly reaffirm our belief in the underlying strength of the regional markets that we serve.”

About Greater Bay Bancorp

Greater Bay Bancorp through its community banking organization, including 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, and its operating divisions serves clients throughout the greater San Francisco Bay Area and the Central Coastal Region. ABD Insurance and Financial Services provides commercial insurance brokerage, employee benefits consulting and risk management solutions to business clients throughout the United States.

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

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, 2003, and particularly the discussion of risk factors within such documents.