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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) ~~May~~June 3019, 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, 6th Floor East Palo Alto, CA		94303
1900 University Avenue, 6th Floor, East Palo Alto, California		94303
(Address of principal executive offices)		(Zip Code)

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

~~N/A~~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):

x¨ 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 85.0102 ~~Other~~Departure ~~Events.~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~On ~~Annual~~June 19, ~~Meeting~~2007, the Board of ~~Shareholders~~ Directors of Greater Bay Bancorp is(the ~~being~~“Company”) ~~held~~amended onand ~~May 30,~~restated ~~2007~~the atGreater ~~10:30~~Bay ~~a.m.~~Bancorp AtChange in Control Pay Plan I (“Plan I”) and the ~~meeting,~~Greater ~~management~~Bay ~~will~~Bancorp ~~review~~Change ~~recent~~in ~~financial~~Control ~~performance~~Pay ~~and~~Plan ~~discuss~~II (“Plan II”) (the ~~recently~~“Change ~~announced~~in ~~proposed~~Control ~~merger~~Plans”). ~~with~~Plan ~~Wells~~II ~~Fargo &~~participants include executive officers of the Company. ~~Management~~and its subsidiary ABD Insurance and Financial Services (including the Company’s ~~slide~~ ~~presentation~~named ~~for~~executive officers) and members of the ~~annual~~Company’s ~~meeting~~Senior isManagement Council. Plan I participants include other qualifying full-time and part-time employees of the Company and its subsidiaries. The amended and restated Change in Control Plans are effective June 19, 2007. The amended Change in Control Plans are attached hereto as ~~Exhibit~~Exhibits 9910.1 and is10.2, respectively and incorporated herein by reference ~~herein~~.

~~FORWARD-LOOKING~~The changes resulting from the amendment and restatement of the Change in Control Plans include, among other things: (1) revisions to the ~~STATEMENTS~~definitions of “cause” and “comparable position” to clarify the circumstances under which benefits would not be paid under the Change in Control Plans; (2) clarification of which bonus and incentive compensation payments are included in the definition of “pay” for purposes of calculating benefits payable under the Change in Control Plans; (3) shortening of the time frame within which employment termination must occur in order for benefits to be paid to within one year (from two years in Plan I and from three years in Plan II) following a Change in Control of the Company; (4) moving members of the Company’s Senior Management Council from Plan I to Plan II; (5) exclusion of persons accepting employment with the Company after the public announcement of a Change in Control from participating in benefits under the Change in Control Plans; and (6) provision of lump sum payment of benefits (rather than monthly payments over 24 months as provided prior to the amendments), subject to specified constraints on the timing and form of benefits.

~~Information~~Item ~~set forth in this report contains forward-looking statements about the proposed transaction between Wells Fargo and Greater Bay Bancorp~~9.01 ~~There~~(d) ~~are~~Financial ~~several~~Statements ~~factors – many beyond Wells Fargo’s~~ and Greater Bay Bancorp’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of some of these factors, refer to Wells Fargo’s and Greater Bay Bancorp’s reports filed with the SEC. The transaction is subject to regulatory approval, and Wells Fargo and Greater Bay Bancorp cannot be certain when or if or on what terms and conditions required regulatory approvals will be granted. Divestitures may be required for regulatory approval. This report is not an offer of any securities for sale. Exhibits

MORE INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT


Exhibit Number		Exhibit Title or Description
10.1		Change in Control Pay Plan I, as amended and restated effective June 19, 2007

10.2		Change in Control Pay Plan II, as amended and restated effective June 19, 2007

The proposed merger will be submitted to Greater Bay’s shareholders for their consideration. Wells Fargo will file a registration statement with the Securities and Exchange Commission (SEC), which will include a proxy statement-prospectus describing the merger. Wells Fargo and Greater Bay may file other relevant materials concerning the merger with the SEC. Shareholders of Greater Bay and other investors are urged to read the registration statement and proxy statement-prospectus (and any amendments or supplements to those documents) when they become available, as well as other relevant documents filed with the SEC, because they will contain important information. When filed with the SEC, the registration statement and proxy statement-prospectus will be available free on the SEC’s website (http://www.sec.gov). In addition, Wells Fargo and Greater Bay will provide free copies of the proxy statement-prospectus, and any SEC filings incorporated by reference into that document, upon request as follows:

Wells Fargo & Company, Attention Corporate Secretary, MAC N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479, (612) 667-8655.

Greater Bay Bancorp, Attention Corporate Secretary, 1900 University Ave., Sixth Floor, East Palo Alto, California 94303. (650) 838-6109.

Wells Fargo and Greater Bay and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Greater Bay shareholders in connection with the proposed merger. Information about Wells Fargo’s directors and executive officers and their ownership of Wells Fargo common stock is set forth in the definitive proxy statement for Wells Fargo’s 2007 annual meeting of stockholders, as filed by Wells Fargo with the SEC on Schedule 14A on March 17, 2007. Information about Greater Bay’s directors and executive officers and their ownership of Greater Bay common stock is set forth in the definitive proxy statement for Greater Bay’s 2007 annual meeting of shareholders, as filed by Greater Bay with the SEC on Schedule 14A on April 20, 2007. The proxy statement-prospectus for the proposed merger will provide more information about participants in the solicitation of proxies from Greater Bay shareholders.

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

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Slide presentation for 2007 Annual Meeting of Shareholders

SIGNATURES

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

		Greater Bay Bancorp (Registrant)
	GREATER BAY BANCORP
Date: May 30, 2007
Date: June 25, 2007	By:	/s/ Linda M. Iannone
		By:	/s/ Linda M. Iannone
		Linda M. Iannone
			Linda M. Iannone Executive Vice President and General Counsel
		Executive Vice President, General
		Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
ExhibitNumber		Exhibit Title or Description
99.1		Slide presentation for 2007 Annual Meeting of Shareholders
10.1		Change in Control Pay Plan I, as amended and restated effective June 19, 2007
10.2		Change in Control Pay Plan II, as amended and restated effective June 19, 2007

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