SC TO-C

UNITED STATES

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) February 15, 2005

GREATER BAY BANCORP

(Exact name of registrant as specified in its charter)

California	0-25034	77-0387041
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2860 West Bayshore Road, Palo Alto, California	94303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 813-8200

NA

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

See Item 5.02 below regarding compensation awarded to four directors in connection with their resignations.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a) On February 16, 2005, four directors of Greater Bay Bancorp (the “Company”) tendered their resignations to be effective March 1, 2005. The four directors are Robert A. Archer, Susan B. Ford Dorsey, Warren R. Thoits and T. John Whalen. In accordance with the early retirement program for directors disclosed in the Company’s Current Report on Form 8-K filed on January 28, 2005, the Company will make a one-time payment to these directors in the amount of the fees they received last year, as follows: (a) Robert A. Archer, $44,000; (b) Susan B. Ford Dorsey, $32,000; (c) Warren Thoits, $72,000 and (d) T. John Whalen, $40,000.

(b) On February 15, 2005, the Board of Directors appointed Kamran F. Husain to the position of Controller. In such position, Mr. Husain, 39, will serve as the Company’s principal accounting officer. Mr. Husain began his career with the Company in April 1999 as Senior Vice President, Finance and Risk Management. Prior to joining the Company, Mr. Husain was an employee at PriceWaterhouseCoopers LLP from 1993 to 1999 where he reached the level of Senior Manager. From 1989 to 1993, he was a financial analyst with Kidder Peabody.

Item 8.01 Other Events

On February 21, 2005, the Company issued a press release announcing its termination of its proposed exchange offer for the Company’s Zero Coupon Senior Convertible Debt Securities due 2024 (“CODES”). The press release is included as Exhibit 99 to this report. The information included in the press release is incorporated herein by reference and is considered to be “filed” under the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99. Press release dated February 21, 2005 relating to termination of proposed exchange offer of CODES, deemed filed under the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREATER BAY BANCORP
Date: February 22, 2005	By:	/s/ Linda M. Iannone
		Linda M. Iannone
		Senior Vice President, General
		Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
99.	Press release dated February 21, 2005 relating to termination of proposed exchange offer of CODES, deemed filed under the Securities Exchange Act of 1934.

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EX-99

Exhibit 99.

For Information Contact
At Greater Bay Bancorp: Byron A. Scordelis, President and CEO (650) 614-5751 James S. Westfall, EVP and CFO (650) 813-8275	At Silverman Heller Associates: Philip Bourdillon/Gene Heller (310) 208-2550

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP TERMINATES PLAN TO EXCHANGE

ZERO COUPON SENIOR CONVERTIBLE CONTINGENT DEBT SECURITIES

PALO ALTO, Calif., February 21, 2005—Greater Bay Bancorp (Nasdaq: GBBK), a $6.9 billion in assets financial services holding company, announced today that it has decided to terminate its previously announced plan to exchange up to $265,212,000 principal amount at maturity of new Zero Coupon Senior Convertible Contingent Debt Securities (CODES) due 2024 for all of its currently outstanding CODES due 2024.

According to Byron A. Scordelis, President and Chief Executive Officer, “Our Board decided to terminate the planned exchange offer based on the passage of time since the original announcement of the intent to commence the exchange offer and the costs associated with completing the exchange. In this context, the Board also considered the potential that current CODES holders may elect to exercise their put options in March 2006 in light of the recent rise in interest rates and the current price of our common stock. For these reasons, we no longer believe that the exchange offer would be in the best interests of the Company and its shareholders at this time.”

About Greater Bay Bancorp

Greater Bay Bancorp, a diversified financial services holding company, provides community banking services in the Greater San Francisco Bay Area 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. Nationally, Greater Bay Bancorp provides specialized lending and loan services through its specialty finance group, which includes Matsco, CAPCO and Greater Bay Capital. ABD Insurance and Financial Services, the Company’s insurance brokerage subsidiary 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.

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