Exhibit 3.1
                           CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
                              GREATER BAY BANCORP

     David L. Kalkbrenner and Linda M. Iannone do hereby certify that:

     1.   They are the duly elected and acting President and Secretary,
respectively, of GREATER BAY BANCORP, a California corporation ("the" or "this
Corporation").

     2.   Article FOUR, subsection (a) of the Articles of Incorporation is
amended to read in its entirety as follows:

          "This corporation is authorized to issue only two classes of shares
designated "Preferred Stock" and "Common Stock," respectively.  The number of
shares of Preferred Stock authorized to be issued is 4,000,000 and the number of
shares of Common Stock authorized to be issued is 40,000,000."

     3.   The foregoing amendment has been approved by the Board of Directors of
this Corporation.

     4.   The foregoing amendment has been duly approved by the required vote of
the shareholders of the Corporation in accordance with Section 902 and 903 of
the California Corporations Code. The total number of outstanding shares of
Common Stock of the Corporation is 14,376,788. There are no other shares of
stock of the Corporation issued and outstanding.  The number of shares voting in
favor of the amendment equaled or exceeded the vote required.  The percentage
vote required was more than 50% of the outstanding shares.


     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

     Dated: May 24, 2000


                              /s/ David L. Kalkbrenner
                              -----------------------------------
                              David L. Kalkbrenner, President


                              /s/ Linda M. Iannone
                              -----------------------------------
                              Linda M. Iannone, Secretary