EXHIBIT 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Form 8-K of our report
dated February 27, 1997, on our audits of the consolidated financial statements
of Greater Bay Bancorp and Subsidiaries as of December 31, 1996 and 1995, and
for the three years in the period ended December 31, 1996, appearing in the
registration statement on Form S-4 (SEC File No. 333-37169) of Greater Bay
Bancorp and Subsidiaries.


San Francisco, California
January 6, 1998