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) February 26, 2007

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 8.01 Other Events.

On February 26, 2007, Greater Bay Bancorp (the “Company”) issued a press release announcing that the Board of Directors has approved the redemption of the rights associated with the Company’s shareholder rights plan. The Company also reported that the Board has amended its Corporate Governance Guidelines to provide that any future shareholder rights plan will be adopted only if pre-approved by the shareholders or ratified by the shareholders within one year of the date of adoption. The press release, included in this report as Exhibit 99.1, is incorporated herein by reference.

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 February 26, 2007 re rights redemption

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 27, 2007	By:	/s/ Linda M. Iannone
		Linda M. Iannone
		Senior Vice President, General Counsel and Secretary

Exhibit Index

99.1 Press Release dated February 26, 2007 re rights redemption

EX-99.1

Exhibit 99.1

Press Release dated February 26, 2007 re rights redemption

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

REDEMPTION OF SHAREHOLDER RIGHTS PLAN

EAST PALO ALTO, Calif. – February 26, 2007 – Greater Bay Bancorp (Nasdaq: GBBK), a $7.4 billion in assets financial services holding company, announced that its Board of Directors has elected to redeem the rights associated with the company’s shareholder rights plan. The Board has also amended its Corporate Governance Guidelines to provide that any future shareholder rights plan will be adopted only if pre-approved by the shareholders or ratified by the shareholders within one year of the date of adoption.

Byron A. Scordelis, President and Chief Executive Officer, commented, “The Board believes that redemption of the rights is in keeping with the Board’s desire to adhere to corporate governance best practices and to be responsive to shareholder sentiment. Similarly, we believe the Board’s policy with respect to future shareholder rights plans is consistent with the guidelines of Institutional Shareholder Services.”

The redemption date for the rights, which currently trade with the common stock, will be April 13, 2007 and the payment date will be April 30, 2007. In accordance with the shareholder rights plan, the redemption price will be $0.001 per right.

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 the Greater Bay Bank, N.A. community banking organization, including Bank of Petaluma, Coast Commercial Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt. Diablo National Bank, Peninsula Bank of Commerce and Santa Clara Valley 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.

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, 2005 and particularly the discussion of risk factors within such documents.

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