8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 1, 2006

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.)

1900 University Avenue, 6th Floor East Palo Alto, CA	94303
(Address of principal executive offices)	(Zip Code)

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

N/A

(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:

¨ 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))

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

Item 2.02 Results of Operation and Financial Condition.

On March 17, 2006, Greater Bay Bancorp (the “Company”) issued a press release reporting revised fourth quarter and year end 2005 results due to the pay-offs of two loan relationships that occurred after the Company’s earnings announcement on February 1, 2006. The pay-offs constituted subsequent events which provided additional evidence concerning the realizability of these loans as of December 31, 2005. By this amendment to the Form 8-K originally filed on February 1, 2006, the Company hereby amends the information contained in the original Form 8-K and the February 1, 2006 earnings release.

The text of the March 17, 2006 press release is included as Exhibit 99.1 to this report. The information included in the press release is considered to be “filed” under the Securities Exchange Act of 1934.

Final operating results for the year ended December 31, 2005 will be reflected in the Company’s Annual Report on Form 10-K. The Company also announced that it filed a Form 12b-25 with respect to the late filing of its Form 10-K relating to the finalization of its consolidated statements of cash flows and completion of its internal control assessment. The Company intends to file its Form 10-K on or before March 31, 2006.

Item 9.01 Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.

(a) Financial statements of businesses acquired. None

(b) Pro forma financial information. None

(c) Shell company transactions. None

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 17, 2006, deemed “filed” under the Securities Exchange Act of 1934

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
	(Registrant)
Date: March 17, 2006	By:	/s/ Linda M. Iannone
		Linda M. Iannone Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 17, 2006, deemed “filed” under the Securities Exchange Act of 1934

EX-99.1

Exhibit 99.1

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
Byron A. Scordelis, President and CEO	Philip Bourdillon/Gene Heller
(650) 838-6101	(310) 208-2550
James S. Westfall, EVP and CFO
(650) 838-6108

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP ANNOUNCES REPAYMENT OF LARGE LOANS,

REVISION OF ITS PREVIOUSLY DISCLOSED 2005 FINANCIAL RESULTS

AND NOTICE OF LATE FILING OF ITS FORM 10-K

EAST PALO ALTO, Calif., March 17, 2006 – For the period ended December 31, 2005, Greater Bay Bancorp (Nasdaq:GBBK), a $7.1 billion in assets financial services holding company, previously reported non-performing assets of $68.2 million which included a single borrower relationship totaling $33.3 million. Subsequent to quarter-end and as disclosed in its earnings release dated February 1, 2006, the Company received a payment of $4.3 million which was fully applied to principal owed.

Since that disclosure, the Company has received an additional principal payment of $32.5 million which retired this borrower’s indebtedness to the Company. In an unrelated transaction, the Company also recently received full repayment of a large performing loan from another client which had the effect of reducing the pool analysis component of the Company’s loan loss reserve.

Although received after the quarter’s end, the payoffs of these loans were both determined to represent subsequent events which provided additional evidence concerning the realizability of these loans as of December 31, 2005. Accordingly, the carrying value of these loans as of December 31, 2005 has been adjusted to reflect their payoff value. The effect of this adjustment is as follows:

• Net income for the quarter ended December 31, 2005 has been adjusted upward from $22.8 million to $27.5 million, or a revised level of $0.48 per diluted common share ($0.51 per basic common share), from the previously announced $0.39 per diluted common share (or $0.42 per basic common share).

• Net income for the year ended December 31, 2005 has been adjusted upward from $92.6 million to $97.2 million, or a revised level of $1.64 per diluted common share ($1.77 per basic common share), from the previously announced $1.55 per diluted common share ($1.68 per basic common share).

Greater Bay Bancorp Announces Repayment of Large Loans, Revision of its

Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 2 of 9

• The provision for credit losses for the fourth quarter of 2005 has been adjusted downward from a negative $2.6 million to a revised level of a negative $10.5 million. For the year ended December 31, 2005, the resulting revised provision level is a negative $13.3 million, rather than the previously announced negative $5.4 million.

• The reported allowance for loan and lease losses as of December 31, 2005 has been adjusted downward from the previously announced $86.6 million to a revised level of $82.2 million.

• Net charge-offs for the fourth quarter of 2005 have been adjusted downward from the previously reported level of $4.7 million (or 0.40% of average loans, annualized) to a revised level of $1.2 million (or 0.10% of average loans annualized). For the year ended December 31, 2005, the resulting revised net charge-off level is $11.3 million (or 0.24% of average loans), rather than the previously announced $14.8 million (or 0.32% of average loans).

• Non-performing assets have been correspondingly revised upward by an amount equal to the net charge-off adjustment from an originally reported $68.2 million to a revised level of $71.7 million.

The impact of the combined payments totaling $36.8 million on the previously referenced non-performing relationship will be reflected as a reduction in the Company’s non-performing assets for the period ending March 31, 2006.

“Although necessitating a revision to our previously released financial results, we are clearly pleased with the outcome of these transactional matters,” stated Byron A. Scordelis, President and Chief Executive Officer of Greater Bay Bancorp. “The single non-performing relationship constituted more than fifty percent of that category total at year-end. While unanticipated with respect to its timing, the payoff of that obligation represents the culmination of an extended and diligent collection effort. We believe that the successful resolution of these loans provides enhanced clarity with respect to our credit metrics, our core credit disciplines, and the virtue of our relationship banking model,” he concluded.

In a separate matter, the Company today filed Form 12b-25 to extend the time for the filing of its Form 10-K for the fiscal year ended December 31, 2005. The reason for the extension is to allow additional time to complete the Company’s final validation of its consolidated statements of cash flows and to finalize management’s assessment of the Company’s internal control over financial reporting. Management expects to file the 2005 Form 10-K on or before March 31, 2006.

“While our books for the year remain open during this extended period, our present expectation is that our focus will be upon items related to our statements of cash flows. This review is specifically directed to categorizations within this statement. We do not currently anticipate any impact upon our consolidated statements of operations, balance sheets, or statements of shareholders’ equity for any period,” commented James S. Westfall, Executive Vice President and Chief Financial Officer.

Greater Bay Bancorp Announces Repayment of Large Loans, Revision of its

Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 3 of 9

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 Greater Bay Bank, N.A.’s 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 leasing 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.

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 completion of the Company’s evaluation of its cash flow statements and internal control environment, completion of its 2005 Annual Report on Form 10-K by March 31 2006 and its expectation that such evaluation will not impact its statements of operations, balance sheets or statements of shareholders’ equity. 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, the timely completion of the evaluations describe above. Greater Bay does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

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

[Revised Financial Tables Follow]

#    #    #

Greater Bay Announces Revision to its Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 4 of 9

GREATER BAY BANCORP

DECEMBER 31, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars and shares in 000’s, except per share data)

SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:

	Fourth Quarter 2005			Third Quarter 2005			Second Quarter 2005			First Quarter 2005			Fourth Quarter 2004
Interest income	$	102,225		$	100,710		$	96,050		$	91,798		$	92,576
Interest expense		34,478			32,714			30,625			25,756			24,473
Net interest income before provision for credit losses		67,747			67,996			65,425			66,042			68,103
Provision for credit losses		(10,491	)		(3,352	)		2,252			(1,678	)		213
Net interest income after provision for credit losses		78,238			71,348			63,173			67,720			67,890
Non-interest income:
Insurance commissions and fees		37,071			39,974			39,223			38,122			29,727
Rental revenues on operating leases		4,906			4,901			4,463			4,032			3,500
Service charges and other fees		2,533			2,496			2,869			2,550			2,611
Loan and international banking fees		1,919			1,663			2,113			2,013			1,094
Trust fees		1,101			1,074			1,060			1,066			1,041
Gain on sale of loans		172			100			111			95			1,315
Gain on sale of securities, net		—			43			9			290			1,636
Other income		5,307			4,238			4,393			2,025			3,796
Total non-interest income		53,009			54,489			54,241			50,193			44,720
Operating expenses:
Compensation and benefits		51,455			50,745			48,172			50,285			42,442
Occupancy and equipment		11,285			11,278			11,148			10,412			11,984
Legal costs and other professional		5,295			4,671			3,198			4,851			6,441
Depreciation - equipment leased to others		4,013			4,108			3,735			3,370			2,941
Amortization of intangibles		1,835			1,886			2,072			2,083			2,072
Other expenses		12,476			11,936			12,805			12,947			12,601
Total operating expenses		86,359			84,624			81,130			83,948			78,481
Income before provision for income taxes		44,888			41,213			36,284			33,965			34,129
Provision for income taxes		17,433			15,626			13,609			12,455			13,050
Net income	$	27,455		$	25,587		$	22,675		$	21,510		$	21,079
EARNINGS PER SHARE DATA:
Earnings per common share (1)
Basic	$	0.51		$	0.47		$	0.41		$	0.38		$	0.38
Diluted	$	0.48		$	0.44		$	0.38		$	0.34		$	0.33
Weighted average common shares outstanding		50,251			50,698			50,843			51,135			51,060
Weighted average common & common equivalent shares outstanding		53,370			54,010			55,573			58,184			58,924
GAAP ratios
Return on quarterly average assets, annualized		1.53	%		1.41	%		1.28	%		1.25	%		1.18	%
Return on quarterly average common shareholders’ equity, annualized		16.25	%		15.13	%		13.68	%		13.03	%		12.69	%
Return on quarterly average total equity, annualized		14.09	%		13.12	%		11.84	%		11.28	%		11.14	%
Net interest margin, annualized (2)		4.37	%		4.35	%		4.27	%		4.44	%		4.36	%
Operating expense ratio, annualized (3)		4.81	%		4.67	%		4.60	%		4.89	%		4.39	%
Efficiency ratio (4)		71.52	%		69.09	%		67.80	%		72.22	%		69.56	%
NON-GAAP ratios
Efficiency ratio (excluding ABD) (5)		62.70	%		60.12	%		60.79	%		68.86	%		60.80	%
(1)    The following table provides the detailed calculation of basic and diluted earnings per common share. The Company’s outstanding convertible preferred stock was antidilutive for all periods presented.

Net income as reported	$	27,455		$	25,587		$	22,675		$	21,510		$	21,079
Less: dividends on convertible preferred stock		(1,825	)		(1,834	)		(1,841	)		(1,840	)		(1,653	)
(A)   Net income available to common shareholders		25,630			23,753			20,834			19,670			19,426
Add: CODES interest and other related income/(loss), net of taxes		(99	)		76			111			179			190
(B)   Net income available to common shareholders including CODES	$	25,531		$	23,829		$	20,945		$	19,849		$	19,616
(C)   Weighted average common shares outstanding		50,251			50,698			50,843			51,135			51,060
Weighted average common equivalent shares:
Stock options		939			878			1,062			1,094			1,548
CODES due 2024		2,180			2,426			3,653			5,940			6,301
CODES due 2022		—			8			15			15			15
(D)   Total weighted average common & common equivalent shares outstanding		53,370			54,010			55,573			58,184			58,924
(A)/(C)     Earnings per common share - basic	$	0.51		$	0.47		$	0.41		$	0.38		$	0.38
(B)/(D)     Earnings per common share - diluted	$	0.48		$	0.44		$	0.38		$	0.34		$	0.33

(2)    Net interest income for the period, annualized and divided by average quarterly interest earning assets. Non accrual loans are excluded from the average balances.
(3)    Total operating expenses for the period, annualized and divided by average quarterly assets.
(4)    Total operating expenses divided by total revenue (the sum of net interest income and non-interest income, excluding provision for credit losses).
(5)    Total operating expenses less ABD operating expenses divided by total revenue less ABD revenue. The following table provides the information for calculating the efficiency ratio excluding ABD:
Revenue (excluding ABD)	$	83,614	$	81,796	$	80,190	$	77,744	$	82,537
Operating expenses (excluding ABD)	$	52,422	$	49,174	$	48,750	$	53,535	$	50,181

Greater Bay Announces Revision to its Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 5 of 9

GREATER BAY BANCORP

DECEMBER 31, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars and shares in 000’s, except per share data)

SELECTED CONSOLIDATED OPERATING DATA FOR THE TWELVE MONTH PERIODS:

	12 Months Ended December 31,
	2005			2004
Interest income	$	390,783		$	376,499
Interest expense		123,573			90,876
Net interest income before provision for credit losses		267,210			285,623
Provision for credit losses		(13,269	)		5,521
Net interest income after provision for credit losses		280,479			280,102
Non-interest income:
Insurance commissions and fees		154,390			130,500
Rental revenues on operating leases		18,302			11,549
Service charges and other fees		10,448			10,457
Loan and international banking fees		7,708			7,045
Trust fees		4,301			3,838
Gain on sale of loans		478			2,481
Gain on sale of securities, net		342			8,370
Other income		15,963			12,345
Total non-interest income		211,932			186,585
Operating expenses:
Compensation and benefits		200,657			182,162
Occupancy and equipment		44,123			44,010
Legal costs and other professional		18,015			20,910
Depreciation - equipment leased to others		15,226			9,647
Amortization of intangibles		7,876			8,286
Other expenses		50,164			49,300
Total operating expenses		336,061			314,315
Income before provision for income taxes		156,350			152,372
Provision for income taxes		59,123			59,453
Net income	$	97,227		$	92,919
EARNINGS PER SHARE DATA:
Earnings per common share (1)
Basic	$	1.77		$	1.68
Diluted	$	1.64		$	1.50
Weighted average common shares outstanding		50,730			51,468
Weighted average common & common equivalent shares outstanding		55,058			57,881
GAAP ratios
Return on YTD average assets		1.37	%		1.25	%
Return on YTD average common shareholders’ equity		14.54	%		14.21	%
Return on YTD average total equity		12.59	%		12.45	%
Net interest margin (2)		4.35	%		4.35	%
Operating expense ratio (3)		4.74	%		4.22	%
Efficiency ratio (4)		70.14	%		66.56	%
NON-GAAP ratios
Efficiency ratio (excluding ABD) (5)		63.05	%		59.31	%
____________           (1)    The following table provides the detailed calculation of basic and diluted earnings per common share. The Company’s outstanding convertible preferred stock was antidilutive for all periods presented.
Net income as reported	$	97,227		$	92,919
Less: dividends on convertible preferred stock		(7,340	)		(6,613	)
(A)   Net income available to common shareholders		89,887			86,306
Add: CODES interest and other related income, net of taxes		267			584
(B)   Net income available to common shareholders including CODES	$	90,154		$	86,890
(C)   Weighted average common shares outstanding		50,730			51,468
Weighted average common equivalent shares:
Stock options		1,017			1,526
CODES due 2024		3,302			4,872
CODES due 2022		9			15
(D)   Total weighted average common & common equivalent shares outstanding		55,058			57,881
(A)/(C)     Earnings per common share - basic	$	1.77		$	1.68
(B)/(D)     Earnings per common share - diluted	$	1.64		$	1.50
(2)    Net interest income for the period and divided by YTD average interest earning assets. Non accrual loans are excluded from the average balances.
(3)    Total operating expenses for the period and divided by YTD average assets.
(4)    Total operating expenses divided by total revenue (the sum of net interest income and non-interest income, excluding provision for credit losses).
(5)    Total operating expenses less ABD operating expenses divided by total revenue less ABD revenue. The following table provides the information for calculating the efficiency ratio excluding ABD:
Revenue (excluding ABD)	$	323,344		$	340,164
Operating expenses (excluding ABD)	$	203,881		$	201,751

Greater Bay Announces Revision to its Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 6 of 9

GREATER BAY BANCORP

DECEMBER 31, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars in 000’s)

SELECTED CONSOLIDATED FINANCIAL CONDITION DATA AND RATIOS:

	Dec 31 2005			Sept 30 2005			Jun 30 2005			Mar 31 2005			Dec 31 2004
Cash and Due From Banks	$	152,153		$	153,284		$	190,048		$	213,806		$	171,657
Fed Funds Sold		—			20,000			10,000			—			—
Securities		1,493,584			1,487,935			1,583,662			1,592,120			1,602,268
Loans:
Commercial (1)		2,067,873			2,020,656			2,040,289			2,028,492			1,988,465
Term Real Estate – Commercial		1,389,329			1,432,939			1,493,890			1,540,496			1,597,756
Total Commercial (1)		3,457,202			3,453,595			3,534,179			3,568,988			3,586,221
Real Estate Construction and Land		644,883			609,969			543,117			499,817			479,113
Residential Mortgage		266,263			258,268			260,453			71,004			22,982
Real Estate Other		263,164			261,969			277,847			250,977			268,755
Consumer and Other		108,833			115,593			137,827			129,859			145,065
Deferred Fees and Discounts, Net		(12,376	)		(12,681	)		(12,939	)		(13,239	)		(13,902	)
Total Loans, Net of Deferred Fees and Discounts (1)		4,727,969			4,686,713			4,740,484			4,507,406			4,488,234
Allowance for Loan and Lease Losses		(82,159	)		(92,857	)		(98,487	)		(99,355	)		(107,517	)
Total Loans, Net (1)		4,645,810			4,593,856			4,641,997			4,408,051			4,380,717
Goodwill		243,289			236,511			236,211			212,077			212,432
Other Intangible Assets		49,741			51,739			53,785			36,986			39,228
Other Assets		536,392			529,983			550,402			539,423			544,869
Total Assets (1)	$	7,120,969		$	7,073,308		$	7,266,105		$	7,002,463		$	6,951,171
Deposits:
Demand, Non-Interest Bearing	$	1,093,157		$	1,066,536		$	1,091,208		$	1,065,004		$	1,052,272
NOW, MMDA and Savings		3,000,647			3,003,159			2,955,343			3,193,558			3,263,716
Time Deposits, $100,000 and Over		741,682			750,406			696,740			602,432			647,531
Other Time Deposits		223,053			195,315			136,008			134,749			139,320
Total Deposits		5,058,539			5,015,416			4,879,299			4,995,743			5,102,839
Other Borrowings		797,802			813,006			1,117,285			775,361			578,664
Subordinated Debt		210,311			210,311			210,311			210,311			210,311
Other Liabilities (1)		265,607			252,510			275,417			249,170			283,670
Total Liabilities (1)		6,332,259			6,291,243			6,482,312			6,230,585			6,175,484
Preferred Stock of Real Estate Investment Trust Subsidiaries		12,699			12,658			12,617			12,577			12,621
Convertible Preferred Stock		103,387			102,706			103,366			103,569			103,816
Common Shareholders’ Equity		672,624			666,701			667,810			655,732			659,250
Total Equity		776,011			769,407			771,176			759,301			763,066
Total Liabilities and Total Equity (1)	$	7,120,969		$	7,073,308		$	7,266,105		$	7,002,463		$	6,951,171
RATIOS:
Loan Growth, current quarter to prior year quarter		5.34	%		4.31	%		6.40	%		1.26	%		-1.55	%
Loan Growth, current quarter to prior quarter, annualized		3.49	%		-4.50	%		20.74	%		1.73	%		-0.43	%
Loan Growth, YTD		5.34	%		5.91	%		11.33	%		1.73	%		-1.55	%
Core Loan Growth, current quarter to prior year quarter (2)		0.57	%		-1.13	%		0.75	%		-0.34	%		-2.05	%
Core Loan Growth, current quarter to prior quarter, annualized (2)		4.30	%		-4.09	%		4.73	%		-2.62	%		-2.46	%
Core Loan Growth, YTD (2)		0.57	%		-0.68	%		1.06	%		-2.62	%		-2.05	%
Deposit Growth, current quarter to prior year quarter		-0.87	%		-3.47	%		-8.06	%		-3.58	%		-3.95	%
Deposit Growth, current quarter to prior quarter, annualized		3.41	%		11.07	%		-9.35	%		-8.51	%		-7.10	%
Deposit Growth, YTD		-0.87	%		-2.29	%		-8.83	%		-8.51	%		-3.95	%
Core Deposit Growth, current quarter to prior year quarter (3)		-5.03	%		-6.45	%		-9.21	%		-0.04	%		5.33	%
Core Deposit Growth, current quarter to prior quarter, annualized (3)		-1.02	%		2.02	%		-16.23	%		-5.18	%		-6.94	%
Core Deposit Growth, YTD (3)		-5.03	%		-6.40	%		-10.63	%		-5.18	%		5.33	%
Revenue Growth, current quarter to prior year quarter		7.03	%		3.77	%		0.98	%		-5.38	%		-2.53	%
Revenue Growth, current quarter to prior quarter, annualized		-5.60	%		9.35	%		11.84	%		12.26	%		-17.56	%
Net Interest Income Growth, current quarter to prior year quarter		-0.52	%		-3.23	%		-8.98	%		-12.38	%		-9.46	%
Net Interest Income Growth, current quarter to prior quarter, annualized		-1.45	%		15.59	%		-3.75	%		-12.27	%		-12.25	%

(1) Amounts presented prior to the fourth quarter of 2005 have been reclassified to conform with the current presentation.

(2) Core loans calculated as total loans less purchased residential mortgage loans.

(3) Core deposits calculated as total deposits less institutional and brokered time deposits.

Greater Bay Announces Revision to its Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 7 of 9

GREATER BAY BANCORP

DECEMBER 31, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars in 000’s)

SELECTED AVERAGE BALANCE SHEET AND YIELD DATA:

	Three months ended
	December 31, 2005						September 30, 2005						December 31, 2004
	Average balance (1)		Interest		Average yield / rate		Average balance (1)		Interest		Average yield / rate		Average balance (1)		Interest		Average yield / rate
INTEREST-EARNING ASSETS:
Fed funds sold	$	74,740	$	716	3.80	%	$	45,033	$	384	3.38	%	$	103,806	$	474	1.82	%
Other short-term securities		11,245		45	1.58	%		11,923		59	1.97	%		3,369		21	2.53	%
Securities:
Taxable		1,374,102		14,862	4.29	%		1,446,354		15,118	4.15	%		1,588,942		16,774	4.20	%
Tax-exempt (2)		80,793		991	4.87	%		82,724		1,015	4.87	%		85,346		1,084	5.05	%
Loans (3)		4,604,029		85,611	7.38	%		4,616,593		84,135	7.23	%		4,434,865		74,222	6.66	%
Total interest-earning assets		6,144,909		102,225	6.60	%		6,202,625		100,710	6.44	%		6,216,328		92,576	5.92	%
Noninterest-earning assets		975,192		—				985,764		—				852,410		—
Total assets	$	7,120,101		102,225			$	7,188,389		100,710			$	7,068,738		92,576
INTEREST-BEARING LIABILITIES:
Deposits:
MMDA, NOW and Savings	$	3,111,275		14,841	1.89	%	$	3,004,193		13,042	1.72	%	$	3,379,322		12,150	1.43	%
Time deposits over $100,000		741,859		6,466	3.46	%		729,040		5,562	3.03	%		677,813		3,205	1.88	%
Other time deposits		194,054		1,376	2.81	%		180,933		1,172	2.57	%		146,052		647	1.76	%
Total interest-bearing deposits		4,047,188		22,682	2.22	%		3,914,167		19,776	2.00	%		4,203,188		16,001	1.51	%
Short-term borrowings		171,801		1,870	4.32	%		350,989		3,290	3.72	%		192,902		1,696	3.50	%
CODES		87,500		117	0.53	%		93,304		131	0.56	%		241,307		326	0.54	%
Subordinated debt		210,311		4,504	8.50	%		210,311		4,446	8.39	%		210,311		4,250	8.04	%
Other long-term borrowings		456,962		5,304	4.61	%		417,583		5,071	4.82	%		156,772		2,199	5.58	%
Total interest-bearing liabilities		4,973,762		34,478	2.75	%		4,986,354		32,714	2.60	%		5,004,480		24,473	1.95	%
Noninterest-bearing deposits		1,086,424						1,133,089						1,092,390
Other noninterest-bearing liabilities		274,391						282,410						206,357
Preferred stock of real estate investment trust subsidiaries		12,674						12,634						12,598
Shareholders’ equity		772,848						773,902						752,914
Total shareholders’ equity and liabilities	$	7,120,101		34,478			$	7,188,389		32,714			$	7,068,738		24,473
Net interest income			$	67,747					$	67,996					$	68,103
Net interest margin(4)					4.37	%					4.35	%					4.36	%

(1) Nonaccrual loans are excluded from the average balance.

(2) Tax equivalent yields earned on the tax-exempt securities are 7.25%, 7.27% and 7.60% for the three months ended December 31,2005, September 30, 2005, and December 31, 2004, respectively, using the federal statutory tax rate of 35%.

(3) Amortization of deferred loan fees, net of the amortization of deferred costs, resulted in an increase (decrease) of interest income on loans by $580,000, $841,000, and $340,000 for the three months ended December 31, 2005, September 30, 2005 and December 31, 2004, respectively.

(4) Net interest margin during the period equals (a) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (b) average interest-earning assets for the period, annualized.

Greater Bay Announces Revision to its Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 8 of 9

GREATER BAY BANCORP

DECEMBER 31, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars in 000’s)

SELECTED AVERAGE BALANCE SHEET AND YIELD DATA:

	For the twelve months ended:
	December 31, 2005						December 31, 2004
	Average balance (1)		Interest		Average yield / rate		Average balance (1)		Interest		Average yield / rate
INTEREST-EARNING ASSETS:
Fed funds sold	$	47,555	$	1,505	3.16	%	$	95,626	$	1,128	1.18	%
Other short-term securities		8,906		155	1.74	%		3,014		58	1.92	%
Securities:
Taxable		1,453,524		62,042	4.27	%		1,935,532		81,142	4.19	%
Tax-exempt (2)		83,201		3,983	4.79	%		88,115		4,435	5.03	%
Loans (3)		4,545,371		323,097	7.11	%		4,441,083		289,736	6.52	%
Total interest-earning assets		6,138,556		390,783	6.37	%		6,563,370		376,499	5.74	%
Noninterest-earning assets		951,042		—				886,023		—
Total assets	$	7,089,599		390,783			$	7,449,392		376,499
INTEREST-BEARING LIABILITIES:
Deposits:
MMDA, NOW and Savings	$	3,125,467		54,437	1.74	%	$	3,251,418		38,413	1.18	%
Time deposits over $100,000		682,213		19,640	2.88	%		434,897		7,417	1.71	%
Other time deposits		162,352		4,001	2.46	%		530,316		7,635	1.44	%
Total interest-bearing deposits		3,970,032		78,078	1.97	%		4,216,631		53,465	1.27	%
Short-term borrowings		297,561		10,741	3.61	%		538,690		10,266	1.91	%
CODES		137,585		749	0.54	%		210,990		1,566	0.74	%
Subordinated debt		210,311		17,639	8.39	%		210,311		17,754	8.44	%
Other long-term borrowings		333,454		16,367	4.91	%		206,133		7,825	3.80	%
Total interest-bearing liabilities		4,948,943		123,573	2.50	%		5,382,755		90,876	1.69	%
Noninterest-bearing deposits		1,088,927						1,058,253
Other noninterest-bearing liabilities		267,021						250,000
Preferred stock of real estate investment trust subsidiaries		12,618						12,273
Shareholders’ equity		772,089						746,111
Total shareholders’ equity and liabilities	$	7,089,599		123,573			$	7,449,392		90,876
Net interest income			$	267,210					$	285,623
Net interest margin(4)					4.35	%					4.35	%

(1) Nonaccrual loans are excluded from the average balance.

(2) Tax equivalent yields earned on the tax-exempt securities are 7.15% and 7.59% for the twelve months ended December 31,2005 and December 31, 2004, respectively, using the federal statutory tax rate of 35%.

(3) Amortization of deferred loan fees, net of the amortization of deferred costs, resulted in an increase (decrease) of interest income on loans by $1.4 million and $514,000 for the twelve months ended December 31, 2005 and December 31, 2004, respectively.

(4) Net interest margin during the period equals (a) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (b) average interest-earning assets for the period.

Greater Bay Announces Revision to its Previously Disclosed 2005 Financial Results and Notice of Late Filing of its Form 10-K

March 17, 2006

Page 9 of 9

GREATER BAY BANCORP

DECEMBER 31, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars and shares in 000’s, except per share data)

SELECTED CONSOLIDATED CREDIT QUALITY DATA:

	Dec 31 2005			Sept 30 2005			Jun 30 2005			Mar 31 2005			Dec 31 2004
Nonperforming Assets (1)
Commercial	$	7,650		$	5,495		$	7,122		$	8,213		$	11,586
Real Estate Term and Construction		42,068			43,621			57,404			26,591			19,608
SBA		6,497			7,612			7,421			6,752			1,876
Venture Banking Group		—			—			—			24			806
Specialty Finance		10,375			11,382			8,034			10,816			9,835
Other		4,504			3,821			8,105			189			—
Total Nonperforming Loans (2)	$	71,094		$	71,931		$	88,086		$	52,585		$	43,711
OREO		—			—			—			—			—
Other Nonperforming Assets		631			1,153			495			840			569
Total Nonperforming Assets (1)	$	71,725		$	73,084		$	88,581		$	53,425		$	44,280
Net Loan Charge-Offs (Recoveries) (3)	$	1,207		$	3,098		$	3,476		$	3,511		$	4,563
Ratio of Allowance for Loan and Lease Losses to:
End of Period Loans (4)		1.73	%		1.98	%		2.07	%		2.20	%		2.39	%
Total Nonaccrual Loans		115.56	%		129.09	%		111.81	%		188.94	%		245.97	%
Ratio of Provision for Credit Losses to Average Loans, annualized (4)		-0.89	%		-0.28	%		0.20	%		-0.15	%		0.02	%
Total Nonperforming Loans to Total Loans (4)		1.50	%		1.53	%		1.86	%		1.17	%		0.97	%
Total Nonperforming Assets to Total Assets (4)		1.01	%		1.03	%		1.22	%		0.76	%		0.64	%
Ratio of Quarterly Net Loan Charge-offs to Average Loans, annualized (4)		0.10	%		0.26	%		0.30	%		0.32	%		0.41	%
Ratio of YTD Net Loan Charge-offs to YTD Average Loans (4)		0.24	%		0.29	%		0.31	%		0.32	%		0.39	%

(1) Nonperforming assets include nonperforming loans, Other Real Estate Owned and other nonperforming assets.

(2) Nonperforming loans are defined as loans which are on nonaccrual status.

(3) Net loan charge-offs are loan charge-offs net of recoveries.

(4) Amounts presented prior to the fourth quarter of 2005 have been reclassified to conform with the current presentation.

SELECTED QUARTERLY CAPITAL RATIOS AND DATA:

	Dec 31 2005			Sept 30 2005			Jun 30 2005			Mar 31 2005			Dec 31 2004
Tier 1 Leverage ratio		10.41	%		10.23	%		10.30	%		10.98	%		10.67	%
Tier 1 Risk-Based Capital ratio		12.01	%		12.25	%		11.96	%		13.08	%		13.01	%
Total Risk-Based Capital ratio		13.26	%		13.51	%		13.22	%		14.34	%		14.27	%
Total Equity to Assets ratio		10.90	%		10.88	%		10.61	%		10.84	%		10.98	%
Tier I Capital	$	708,563		$	702,030		$	695,108		$	733,387		$	727,319
Total Risk-based Capital	$	782,525		$	774,044		$	768,187		$	803,966		$	797,788
Risk Weighted Assets	$	5,900,425		$	5,730,710		$	5,810,227		$	5,605,961		$	5,591,535
NON-GAAP RATIOS (1):
Tangible Total Equity to Tangible Assets - End of Period		7.07	%		7.09	%		6.90	%		7.56	%		7.63	%
Tangible Common Book Value Per Common Share - End of Period (2)	$	7.61		$	7.51		$	7.44		$	7.97		$	7.96
Common Book Value Per Common Share - End of Period (3)	$	13.48		$	13.22		$	13.16		$	12.85		$	12.88
Total Common Shares Outstanding - End of Period		49,906			50,425			50,756			51,046			51,179
(1)    The following table provides a reconciliation of Total Equity to Tangible Total Equity and Total Assets to Tangible Assets:
Common Shareholders’ Equity	$	672,624		$	666,701		$	667,810		$	655,732		$	659,250
Convertible Preferred Stock		103,387			102,706			103,366			103,569			103,816
Total Equity		776,011			769,407			771,176			759,301			763,066
Less: Goodwill and Other Intangible Assets		(293,030	)		(288,250	)		(289,996	)		(249,063	)		(251,660	)
Tangible Total Equity	$	482,981		$	481,157		$	481,180		$	510,238		$	511,406
Total Assets	$	7,120,969		$	7,073,308		$	7,266,105		$	7,002,463		$	6,951,171
Less: Goodwill and Other Intangible Assets		(293,030	)		(288,250	)		(289,996	)		(249,063	)		(251,660	)
Tangible Assets	$	6,827,939		$	6,785,058		$	6,976,109		$	6,753,400		$	6,699,511

(2) Computed as Common Shareholders’ Equity, less Goodwill and Other Intangible Assets divided by Total Common Shares outstanding.

(3) Computed as Common Shareholders’ Equity divided by Common Shares outstanding - end of period.