Exhibit 31.2

                                  CERTIFICATION


I, Lee-Ann Cimino, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of North Bay Bancorp;


2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;


4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


     (a)   Designed  such  disclosure  controls  and  procedure,  or caused such
           disclosure   controls  and   procedures  to  be  designed  under  our
           supervision,  to ensure  that  material  information  relating to the
           registrant, including its consolidated subsidiaries, is made known to
           us by others within those entities, particularly during the period in
           which this report is being prepared;


     (b)   [Paragraph reserved pursuant to SEC Release 33-8238]


     (c)   Evaluated the effectiveness of the registrant's  disclosure  controls
           and procedures and presented in this report our conclusions about the
           effectiveness  of the disclosure  controls and procedures,  as of the
           end of the period  covered by this report  based on such  evaluation;
           and


     (d)   Disclosed  in this  report  any change in the  registrant's  internal
           control over financial  reporting that occurred  during  registrant's
           most  recent  fiscal  quarter  that has  materially  affected,  or is
           reasonably  likely to materially  affect,  the registrant's  internal
           control over financial reporting; and


5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):


     (a)   All significant deficiencies and material weaknesses in the design or
           operation of internal  control  over  financial  reporting  which are
           reasonably  likely to adversely  affect the  registrant's  ability to
           record, process, summarize and report financial information; and


     (b)   Any fraud, whether or not material, that involves management or other
           employees who have a significant  role in the  registrant's  internal
           controls over financial reporting.


Date:  August 11, 2005         /s/ Lee-Ann Cimino
                               -------------------------------------------------
                               Lee-Ann Cimino
                               Senior Vice President and Chief Financial Officer
                               Principal Financial Officer