8-K

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) November 15, 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, East 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))

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

Item 7.01 Regulation FD Disclosure.

Greater Bay Bancorp (the “Company”) has updated its investor slide presentation with information as of September 30, 2006. The slide presentation is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K pursuant to Regulation FD.

Item 9.01 Financial Statements and Exhibits.

99.1 Slide presentation of Greater Bay Bancorp as of September 30, 2006 (furnished pursuant to Regulation FD)

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: November 15, 2006	By:	/s/ Linda M. Iannone
		Linda M. Iannone
		Senior Vice President, General Counsel and Secretary

Exhibit Index

99.1 Slide presentation of Greater Bay Bancorp as of September 30, 2006

EX-99.1

Exhibit 99.1

Slide Presentation of Greater Bay Bancorp as of September 30, 2006

1

Greater

Bay Bancorp

Greater

Bay Bancorp

Investor Presentation

November 2006

2

Greater Bay Bancorp

Greater Bay Bancorp

Certain

matters

discussed

in

this

presentation

constitute

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward

looking

statements

relate

to

the

Company’s

current

expectations

regarding

future

operating

results,

net

interest

margin,

net

loan

charge-offs,

asset

quality,

level

of

loan

loss

reserves,

growth

in

loans

and

deposits,

the

strength

of

the

local

economy

and

the

Company’s

intent

to

adopt

SAB

108

as

of

December

31,

2006.

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:

(1)

the

impact

of

changes

in

interest

rates,

a

decline

in

economic

conditions

at

the

local,

national

and

international

levels

and

increased

competition

among

financial

service

providers

on

the

Company’s

results

of

operations

and

the

quality

of

the

Company’s

earning

assets;

(2)

government

regulation,

including

ABD’s

receipt

of

requests

for

information

from

state

insurance

commissioners

and

subpoenas

from

state

attorneys

general

related

to

the

ongoing

insurance

industry-

wide

investigations

into

contingent

commissions

and

override

payments;

and

(3)

the

other

risks

set

forth

in

the

Company‘s

reports

filed

with

the

Securities

and

Exchange

Commission,

including

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2005.

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.

3

Company Profile

As of September 30, 2006

Company Profile

As of September 30, 2006

$4.6 billion

Core Loans

(1)

1.00% / 10.2%

Q3 ROA / ROCE

$1.3 billion

Market Capitalization

(3)

$734 million

Common Equity

51.0 million

Common Shares Outstanding

$0.32

Q3 Diluted EPS

$18.5 million

Q3 Net Income

$4.1 billion

Core Deposits

(2)

$7.3 billion

Total Assets

(1)

Excludes purchased whole loans

(2)

Excludes brokered and wholesale institutional deposits

(3)

As of November 6, 2006

4

Investment Rationale

Investment Rationale

Largest independent banking franchise in Northern

California operating in lucrative San Francisco Bay

Area regional market.

–

Proven record of organic growth.

–

Established track record as acquirer of choice.

Diversified provider of financial services in three

distinct business areas.

–

Mitigates geographic and sector-specific

concentrations.

–

Balanced spread and fee revenue mix.

5

Investment Rationale

Investment Rationale

Strong financial fundamentals and sound credit metrics.

Experienced and proven executive management team.

Leading to long-term record of superior shareholder return.

6

An Exceptional Regional Market

An Exceptional Regional Market

7

Greater San Francisco Bay Area

Greater San Francisco Bay Area

8

Greater San Francisco Bay Area Profile

Greater San Francisco Bay Area Profile

Recognized

global

leadership

in

technological

innovation,

advancement, and growth.

–

Unmatched

concentration

of

venture

capital

funding

and investment.

–

Entrepreneurial

spirit

and

results-oriented

ethic.

Highest

levels

of

worker

productivity

and

per

capita

income

in

the

nation.

Highest

level

of

workforce

education

in

the

nation.

Exceptionally

strong

international

trade

position.

9

Diversified Financial Services Provider

Diversified Financial Services Provider

Greater Bay Bancorp

Community Banking

Loans of $3.0 billion

Core deposits of $4.1

billion

8 distinct community bank

brands

41 offices

Relationship based

Centralized operations,

international and cash

management support

Bay Area in scope

Assets of $1.7 billion

Commercial finance to

health care businesses

Small ticket leasing

Factoring and asset

based lending

SBA lending

National in scope

Annual premiums of

$2.2 billion

2005 revenues of $154

million

Offering P&C and D&O,

employee benefits, risk

management services

No underwriting risk

Western U.S. in scope

Specialty Finance

Insurance Brokerage

10

Community Banking

Community Banking

11

Community Banking Business

Community Banking Business

Operating 8 separate banking identities under single

consolidated charter –

41 office locations throughout the

Greater Bay Area.

Common data processing platform, credit policies and

operating procedures –

served and supported by single

administrative staff.

Relationship focused:

–

Loans: Commercial ($500M-5MM), CRE ($1-10MM),

and construction ($1-10MM).

–

Deposits: Full suite of business and personal products.

–

Local people in local markets making local decisions

based upon local knowledge.

12

Community Banking Footprint

Community Banking Footprint

13

Client-Centric Banking Model

Client-Centric Banking Model

Install

Sell

Service

Craft

Locate and

Diagnose

1

5

4

2

3

Client

Link and

Build

6

Relationship

Management

Business

Development

14

Business Development Group Initiatives

Business Development Group Initiatives

Proven

executive

hired

in

Q4

2005

to

build

&

manage

team.

16

proven

BDOs

recruited

to

date.

–

Top

performers

from

two

major

local

competitors.

–

Virtually

all

BDOs

from

large

banks.

–

Targeted

to

grow

to

17

by

year-end.

Each

BDO

expected

to

generate

$20MM

in

annual

loan/line

commitments

and

related

deposit

business.

–

Commercial

and

owner-occupied

CRE

in

nature.

–

Target

size

of

$1-6

MM

per

commitment.

15

Core

Deposit

Balances

(1)

$4.43

$4.56

$4.81

$4.56

$4.47

$4.25

$4.10

$0

$2

$4

$6

2002

2003

2004

2005

Q1 '06

Q2 '06

Q3 '06

($ in Billions)

(1) Core deposits exclude brokered and wholesale institutional deposits.

16

Core Deposit Pricing

Core Deposit Pricing

0%

1%

2%

3%

4%

5%

6%

Dec

'03

Dec

'04

Dec

'05

Sept

'06

Interest Bearing Core Deposit Cost

LIBOR

Core deposits exclude brokered and wholesale institutional deposits.

17

(1) Core deposits exclude brokered and wholesale institutional deposits.

By Region

By Type

Demand

24%

MMDAs

36%

Time

Deposits

>$100

10%

Other Time

Deposits

3%

Savings &

NOW

27%

San Mateo

29%

Contra

Costa

15%

Sonoma

4%

Santa Clara

35%

Santa Cruz

& Monterey

6%

Alameda

4%

Marin

2%

San

Francisco

5%

Community Banking Core Deposits

(1)

September 30, 2006

18

Specialty Finance

Specialty Finance

19

Specialty Finance Business

Specialty Finance Business

Collection

of

discrete

businesses

focused

on

acquisition

and

servicing/sale

of

value-based

assets

where

execution,

efficiency,

standardization,

and

productivity

are

essential

to

optimizing

profitability.

Transaction rather than relationship-based.

–

Relationships essentially limited to intermediaries who

source the business (dealers, distributors, etc.).

Mandate to compete at high end of credit quality spectrum.

–

No deviation from target borrower –

very disciplined.

Intense

focus

on

perpetual

growth

of

credit

risk

knowledge

and

on

automation-based

underwriting

as

core

strategic

elements.

20

Professional dental

and veterinary term

commercial financing

National in scope

Matsco

Total Loans $947 million

(1)

Small-ticket leasing

National in scope

Greater Bay Capital

Operating Leases $52 million

Finance Leases $231 million

Factoring and asset-

based lending

National in scope

Greater Bay

Business Funding

Total Loans $90 million

(1)

504 and 7(A) business

sourced direct and via

community banks

Regional in scope

SBA

Lending

Total Loans $273 million

(1)

Specialty Finance

Group

(1)  Total loans, gross of deferred costs and fees.

21

Specialty Finance Group

Loan Portfolio Composition

September 30, 2006

Specialty Finance Group

Loan Portfolio Composition

September 30, 2006

Matsco

(1)

59%

Greater Bay

Capital

(2)

14%

SBA Lending

(1)

17%

Other

(1)

4%

Greater Bay

Business Funding

(1)

6%

Total Assets:       $1.7 billion

(1)

Total loans, gross of deferred costs and fees.

(2)

Excludes operating lease totals of $52 million at 09/30/06.

22

Consolidated Loan Portfolio Profile

Consolidated Loan Portfolio Profile

23

Core Loan Portfolio Composition

Combined Community Banking and Specialty Finance

(1)

($ in Billions)

$-

$1

$2

$3

$4

$5

2001

2002

2003

2004

2005

Q3 2006

Commercial-Term RE

Construction and Land

Commercial - Community Banking

Commercial-Specialty Finance

SNC/Residential/All Other

$4.51                  $4.81                  $4.54           

$4.45                  $4.49                 $4.61

14%

13%

26%

16%

31%

11%

17%

24%

15%

33%

10%

19%

23%

12%

36%

9%

23%

22%

11%

35%

9%

26%

20%

14%

31%

8%

27%

19%

16%

30%

(1)  Total Loans, gross of deferred costs and fees.

24

-400

-200

0

200

400

Dec-03

Dec-04

Dec-05

Sep-06

Commercial - Term RE

Construction and Land

Commercial - Community Banking

Commercial - Specialty Finance

Total Loans, gross of deferred costs and fees

Core Loan Portfolio Evolution

(Cumulative Change Since December 2003)

($ in Millions)

25

Term Commercial Real Estate

Loan Composition

September 30, 2006

Term Commercial Real Estate

Loan Composition

September 30, 2006

Retail

21%

Industrial

16%

Other

15%

Office

34%

Warehouse

6%

R&D

3%

Hotel/

Motel

5%

San Mateo

11%

Contra

Costa

8%

Marin

7%

San

Francisco

10%

Santa Cruz

6%

Sonoma

8%

Other

11%

Alameda

15%

Santa Clara

24%

By Type

By County

Total -

$1.4 Billion

26

Bay Area Office Market and Vacancy Trends

Bay Area Office Market and Vacancy Trends

$0

$2

$4

$6

1999

2000

2001

2002

2003

2004

2005

0%

5%

10%

15%

20%

25%

Avg

Rent

Vacancy

27

Construction Loan Portfolio Composition

September 30,  2006

Construction Loan Portfolio Composition

September 30,  2006

By County

Santa Clara

32%

San

Francisco

12%

San Mateo

14%

Alameda

7%

Santa Cruz

5%

Contra

Costa

7%

Sonoma

3%

Marin

1%

Other

16%

Solano

3%

Owner

Occupied

4%

SFD

30%

Condo /

Townhome

40%

Apartments

7%

CRE

19%

By Type

Total -

$586 Million

Excludes land loans of  $167,110 million.

28

65-70%

26%

< 60%

19%

70-75%

25%

60-65%

25%

75-80%

5%

By  LTV

By Total Commitment Size

Total -

$762 Million

1-4 Family/Condo Construction

Portfolio Commitments

September 30, 2006

$20-25MM

14%

Over

$25MM

22%

Under

$5MM

30%

$15-20MM

4%

$10-15MM

14%

$5-10MM

16%

29

Commercial Insurance

Brokerage

Commercial Insurance

Brokerage

30

Commercial Insurance Services

Business

Commercial Insurance Services

Business

Acquired

ABD

Insurance

and

Financial

Services

in

March

2002

–

a

highly-respected

provider

of

commercial

insurance

brokerage

and

risk

management

services.

14

th

largest

brokerage

firm

in

the

nation.

Diversified

property

and

casualty

(65%)

and

employee

benefit

(35%)

revenue

streams.

Key

strengths

in

technology,

biotech,

wine,

construction,

and

agribusiness

industry

sectors.

31

Strategic

focus

on

disciplined

expansion

(via

organic

growth

and

acquisitions)

into

key

western

regional

markets.

–

Leverage

existing

lines

of

business

expertise

–

and

to

develop

enhanced

“provider-of-choice”

branding

and

pricing

positions.

–

Successful expansion into Seattle (2003) and Nevada

(2005).

–

Entered Oregon in 2006.

Commercial Insurance Services

Business

32

Bay Area

Sacramento

Reno

Los Angeles/

Southern CA

Seattle

Additional Major

Western Regional

Markets

ABD Insurance and

Financial Services

33

ABD Geographic Distribution

% of 2005 Revenue

ABD Geographic Distribution

% of 2005 Revenue

Nevada

Seattle

Bay Area

Southern CA/

Central Coast

Sacramento

10%

10%

13%

17%

50%

34

ABD 2005 Revenue Distribution

By Size of Client Relationship *

($ in 000’s)

ABD 2005 Revenue Distribution

By Size of Client Relationship *

($ in 000’s)

$5-25

16%

$25-50

14%

Over

$750

2%

$500-750

4%

$250-500

14%

$50-100

21%

$100-250

29%

Property and Casualty

* Excludes relationships of less than $5,000

$5-25

15%

Over

$750

4%

$500-750

4%

$250-500

12%

$100-250

28%

$25-50

16%

$50-100

21%

Employee Benefits

35

Increased Non-Interest Revenue

Contribution

Increased Non-Interest Revenue

Contribution

18%

13%

25%

12%

28%

12%

32%

12%

35%

12%

2002

2003

2004

2005

YTD '06

ABD

Other Fee-Based

40%

31%

37%

44%

47%

36

Sound Credit Metrics

Sound Credit Metrics

37

Credit Quality

Credit Quality

2.63%

2.70%

2.73%

1.73%

2.39%

1.48%

1.18%

0.58%

0.67%

0.08%

0.39%

0.24%

0.79%

0.91%

1.37%

0.99%

1.52%

0.64%

Allowance%

Net charge-off %

NPAs %

2001

2002

2003                      2004

200

YTD ‘06

38

Non-Performing Assets by Loan Type

Non-Performing Assets by Loan Type

$0

$25

$50

$75

$100

6/30/04

9/30/04

12/31/04

3/31/05

6/30/05

9/30/05

12/31/05

3/31/06

6/30/06

9/30/06

CRE

Const./Land

Commercial

Specialty Finance

All Other

$42

$59

$44

$53

$88*

$73*

$72*

*

Includes

single

borrowing

relationship

representing

$41.6MM

at

6/30/05,

$36.6MM

at

9/30/05

and

$36.8MM

12/31/05.

$33

$33

$30

39

Strong Financial Indicators

Strong Financial Indicators

40

Solid Capital Base

September 30, 2006

Solid Capital Base

September 30, 2006

6.3%

6.8%

10.0%

9.0%

13.4%

12.2%

GBBK

GBBK Peer Group*

Tangible

Common %

Total

Common %

Total Risk-

Based Ratio

* Comparable bank holding companies with assets between $5-$11 billion.

41

Interest Rate Risk Profile

Interest Rate Risk Profile

Neutral

risk

positioning

orientation.

–

Basically

matched

across

maturity

spectrum.

–

Balanced

under

1-year

gap,

but

note

that

assets

reset

before

liabilities.

Investment

portfolio

continues

to

be

managed

for

minimal

credit

and

controlled

convexity

risk.

Deposit

repricing

lag,

speed

and

balance

behaviors

primary

position

uncertainty.

42

Quality Management

Quality Management

43

Experienced and Committed

Management Team

Experienced and Committed

Management Team

Franklin Templeton, KeyCorp

Allen Gula

Chief Information Officer

ABD, Minet, COMPRO

Dan R. Francis

Insurance Brokerage

Wells Fargo

Colleen M. Anderson

Community Banking

Stanford University, Bank of

America, EurekaBank

Peggy Hiraoka

Human Resources

Wells Fargo, ATT Capital

Keith Wilton

Specialty Finance

Cal Fed, OTS

Kenneth Shannon

Chief Risk Officer

Bank of America

James S. Westfall

Chief Financial Officer

Wells Fargo, Bank of America,

EurekaBank

Byron A. Scordelis

Chief Executive Officer

Experience

Name

Officer

44

2006 Accomplishments of Note

2006 Accomplishments of Note

Continuation

of

solid

and

quality

growth

realized

in

specialty

finance

and

commercial

insurance

brokerage

businesses.

–

Integration

of

insurance

acquisition

successfully

completed.

–

Sustained

brisk

expansion

of

MATSCO

and

GBC

franchises.

Repositioning

of

community

bank

asset

portfolio

proceeding

in

concert

with

stated

objectives.

–

Balanced

migration

from

CRE

to

construction.

–

BDO

initiative

established

and

growing.

Key

risk

and

control

metrics

favorably

reflect

devotion

of

focus

and

resources.

–

Credit

quality

trends

sustainably

strengthening.

–

SOX

compliance

efforts

consistent

with

control-based

ethic.

45

Recent Developments

Community Bank

Recent Developments

Community Bank

Reduced number of bank brands from twelve to eight.

–

Strategic

positioning

around

“natural”

regional

community

banking

economic

markets.

–

Including

coalescence

of

four

previously

unfocused

identities

in

the

Santa

Clara

Valley

around

single

new

regional

brand.

De novo banking and loan production offices

–

Santa Rosa –

opened August 2006

–

Oakland –

expected opening November 2006

–

Livermore –

expected opening April 2007

46

Focus on the Future

Focus on the Future

47

Key Objectives

Key Objectives

Drive top-line revenue growth.

–

Loan and deposit growth in targeted product types and

client profiles.

•

Emphasis on building C&I, construction, and

specialty finance lending.

•

Focus on deposit franchise growth through

expanded banking clientele relationships and

service quality differentiation.

–

Maintain pricing and credit underwriting disciplines

–

Continued insurance brokerage franchise development.

Increase operating cost efficiency

–

Rationalize responsibilities and structures.

–

Streamlining administrative processes.

48

Focus on Shareholder Value

Focus on Shareholder Value

49

GBBK Share Price Performance

0%

200%

400%

600%

800%

GBBK

S&P Bank Index

S&P 500

Nasdaq Bank Index

50

Appendix –

Custom Peer Group

Appendix –

Custom Peer Group

Provident Bankshares

Corp.

Republic Bancorp Inc.

Santander

Bancorp

Sterling Financial Corp.

Susquehanna Bancshares, Inc.

SVB Financial Group

Texas Regional Bancshares, Inc.

Trustmark

Corp.

UCBH Holdings, Inc.

UMB Financial Corp.

Westamerica

Bancorporation

Whitney Holding Corp.

AMCORE Financial, Inc.

Bank of Hawaii Corp.

Cathay General Bancorp

Central Pacific Financial Corp.

Chittenden Corporation

Citizens Banking Corp.

CVB Financial Corp.

First Commonwealth Financial Corp.

First Midwest Bancorp, Inc.

First Republic Bank

FirstMerit

Corp.

Old National Bancorp

Pacific Capital Bancorp