GREATER BAY BANCORP
425, 2000-06-29
NATIONAL COMMERCIAL BANKS
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                                                                        Rule 425
                                                     Filer:  Greater Bay Bancorp
                                                     Issuer: Greater Bay Bancorp
                                                Commission File Number:  0-25034


                         [BANK OF PETALUMA LETTERHEAD]


June 30, 2000



Dear Fellow Shareholder:

Your Board of Directors declared a cash dividend of $.06 per share to
shareholders of record on June 23, 2000.  We are very happy to enclose your
dividend check and at the same time thank you for your support.

We expect to schedule a shareholders meeting late in the summer to vote on the
Greater Bay Bancorp merger.

Our first quarter profit was $576,000 and assets were $206 million on March 31,
2000.  Diluted earnings per share for the 2000 first quarter were $.38 compared
to $.37 in the same period last year.

We are very excited about our future with the Greater Bay Bancorp merger and the
opportunities it will create.  Their "Super Community Bank" concept will enhance
our products and services for our customers.

Bank of Petaluma will retain its name and operate as a subsidiary of Greater Bay
Bancorp.  I will continue as President and CEO and our Board of Directors will
remain.

Very truly yours,

/s/ Walter E. Bragdon

Walter E. Bragdon
President &
Chief Executive Officer


Greater Bay Bancorp will file a registration statement on Form S-4 with the SEC
in connection with the proposed merger.  The registration statement will include
a prospectus/proxy statement which will be sent to shareholders of Bank of
Petaluma seeking their approval of the proposed merger.  When filed, the
registration statement can be obtained at the Internet World Wide Web site
maintained by the SEC at "http://www.sec.gov."


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