SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR the quarter period ended March 31, 2004

Commission File No.  0-31080

                                NORTH BAY BANCORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                California                                68-0434802
----------------------------------------    ------------------------------------
(State or Jurisdiction of incorporation)    (I.R.S. Employer Identification No.)

              1190 Airport Road, Suite 101, Napa, California 94558
           ----------------------------------------------------------
           (Address of principal executive office including Zip Code)


Registrant's telephone number, including area code:  (707) 252-5026

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, No Par Value
                           --------------------------

                         Preferred Share Purchase Rights
                         -------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes [X]    No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                                Yes [ ]    No [X]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of May 10, 2004: 2,404,171


<PAGE>

                                     Part 1.
                              FINANCIAL INFORMATION

FORWARD LOOKING STATEMENTS
--------------------------
In  addition to the  historical  information,  this  Quarterly  Report  contains
certain  forward-looking  information  within the  meaning of Section 27A of the
Securities Act of 1933, as amended and Section 321E of the  Securities  Exchange
Act of 1934, as amended,  and are subject to the "Safe Harbor"  created by those
Sections.  The reader of this Quarterly  Report should  understand that all such
forward-looking  statements are subject to various  uncertainties and risks that
could affect their outcome. The Company's actual results could differ materially
from those  suggested  by such  forward-looking  statements.  Factors that could
cause or contribute  to such  differences  include,  but are not limited to, (i)
variances in the actual  versus  projected  growth in assets,  return on assets,
loan  losses,  expenses,  rates  charged  on  loans  and  earned  on  securities
investments,  rates  paid on  deposits,  and fee and  other  noninterest  income
earned;  (ii)  competitive   pressures  among  depository  and  other  financial
institutions may increase significantly and have an effect on pricing, spending,
third-party  relationships and revenues;  (iii) enactment of adverse  government
regulations;  (iv)  adverse  conditions  and  volatility,  as a result of recent
economic uncertainty created by the United States' war on terrorism,  the war in
Iraq, in the stock market,  the public debt market and other capital markets and
the impact of such  conditions  of the  Company;  (v)  continued  changes in the
interest rate  environment may reduce interest  margins and adversely impact net
interest  income;  (vi) as well as other factors.  This entire  Quarterly Report
should be read to put such  forward-looking  statements in context and to gain a
more  complete  understanding  of the  uncertainties  and risks  involved in the
Company's business.

Moreover,  wherever phrases such as or similar to "In Management's  opinion", or
"Management  considers" are used,  such  statements are as of and based upon the
knowledge  of  Management  at the time  made and are  subject  to  change by the
passage of time and/or  subsequent  events,  and accordingly such statements are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

FINANCIAL INFORMATION
---------------------
The information  for the three months ended March 31, 2004 is unaudited,  but in
the opinion of  management  reflects  all  adjustments  which are  necessary  to
present fairly the financial  condition of North Bay Bancorp  (Company) at March
31, 2004 and the results of operations  and cash flows for the three months then
ended.  Results for interim  periods  should not be  considered as indicative of
results for a full year.


                                       2
<PAGE>

                                     Item 1.
                              FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                                                       North Bay Bancorp
                                                                                 Consolidated Balance Sheets
                                                                                           Unaudited
                                                                                 (In 000's except share data)

                                                                           March 31,        March 31,    December 31,
Assets                                                                       2004             2003             2003
                                                                           --------         --------         --------
<S>                                                                        <C>              <C>              <C>
Cash and due from banks                                                    $ 36,772         $ 28,995         $ 28,756
Federal funds sold                                                           27,000           14,729            9,195
                                                                           --------         --------         --------
                     Total cash and cash equivalents                         63,772           43,724           37,951

Time deposits with other financial institutions                                 100              100              100

Investment Securities:
   Held-to-maturity                                                               0            1,250                0
   Available-for-sale                                                        77,984           98,337           90,655
   Equity securities                                                          1,358            1,349            1,351
                                                                           --------         --------         --------
                     Total investment securities                             79,342          100,936           92,006

Loans, net of allowance for loan losses of $3,703 in March, 2004
   $3,327 in March, 2003 and $3,524 in December, 2003                       317,386          237,646          303,139
Loans held-for-sale                                                           3,398           14,189            3,095
Investment in subsidiary                                                        310                0                0
Bank premises and equipment, net                                             10,629           11,320           10,909
Accrued interest receivable and other assets                                 13,165           11,679           12,282
                                                                           --------         --------         --------

                            Total assets                                   $488,102         $419,594         $459,482
                                                                           ========         ========         ========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                    $111,632         $ 93,903         $103,401
   Interest bearing                                                         322,451          276,746          303,044
                                                                           --------         --------         --------
                           Total deposits                                   434,083          370,649          406,445


Subordinated debentures                                                      10,310           10,000           10,000
Accrued interest payable and other liabilities                                3,170            3,083            3,596
                                                                           --------         --------         --------

                          Total liabilities                                 447,563          383,732          420,041


Shareholders' equity:

Preferred stock - no par value:
Authorized, 500,000 shares;
Issued and outstanding - none
Common stock - no par value:
Authorized, 10,000,000 shares;
Issued and outstanding - 2,404,171 shares in March, 2004,
   2,244,793 shares in March, 2003, and 2,285,646 in December, 2003          33,023           28,460           29,210
Retained earnings                                                             6,477            6,148            9,623
Accumulated other comprehensive income                                        1,039            1,254              608
                                                                           --------         --------         --------
                     Total shareholders' equity                              40,539           35,862           39,441

             Total liabilities and shareholders' equity                    $488,102         $419,594         $459,482
                                                                           ========         ========         ========
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                                       3
<PAGE>

                                North Bay Bancorp
                         Consolidated Income Statements
                                    Unaudited
                          (In 000's except share data)

                                                            Three Months Ended
                                                           ---------------------
                                                           March 31,   March 31,
                                                             2004        2003
                                                            ------     ------
Interest Income
   Loans (including fees)                                   $5,256     $4,356
   Federal funds sold                                           41         63
   Investment securities - taxable                             607        782
   Investment securities - tax exempt                          160        160
                                                            ------     ------
Total interest income                                        6,064      5,361

Interest Expense
   Deposits                                                    557        687
   Long term debt                                              131        141
                                                            ------     ------
Total interest expense                                         688        828

Net interest income                                          5,376      4,533

Provision for loan losses                                      186         45
                                                            ------     ------

Net interest income after
   provision for loan losses                                 5,190      4,488

Non interest income                                            986        709
Gains on securities transactions, net                            0         99
                                                            ------     ------
Total non interest income                                      986        808

Non interest expenses
   Salaries and employee benefits                            2,504      2,306
   Occupancy                                                   367        257
   Equipment                                                   492        450
   Other                                                     1,234      1,002
                                                            ------     ------
Total non interest expense                                   4,597      4,015
                                                            ------     ------

Income before provision for
   income taxes                                              1,579      1,281

Provision for income taxes                                     544        386
                                                            ------     ------

Net income                                                  $1,035     $  895
                                                            ======     ======

Basic earnings per common share:                            $ 0.43     $ 0.38
                                                            ======     ======
Diluted earnings per common share:                          $ 0.42     $ 0.37
                                                            ======     ======
Dividends Paid:                                             $ 0.20     $ 0.20
                                                            ======     ======

The accompanying notes are an integral part of these statements

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                              North Bay Bancorp
                                                           Consolidated Statement of Change in Shareholders' Equity
                                                                          For the Three Months Ended
                                                                                March 31, 2004

                                                                                 (Unaudited)

                                                                        (In 000's except share data)


                                                                                Accumulated
                                                                                      Other           Total
                                          Common Shares    Common   Retained  Comprehensive    Shareholders'   Comprehensive
                                            Outstanding     Stock   Earnings         Income          Equity          Income
                                          ----------------------------------------------------------------------------------
<S>                                           <C>         <C>        <C>            <C>             <C>               <C>
BALANCE, DECEMBER 31, 2003                    2,285,646   $29,210    $9,623         $  608          $39,441

Stock dividend                                  113,997     3,706    (3,723)                            (17)
Cash dividend                                                          (458)                           (458)
Comprehensive income:
    Net income                                                        1,035                           1,035           $1,035
    Other comprehensive loss, net of tax:
       Change in net unrealized
         losses on available-for-sale
         securities, net of tax of $306                                                431              431              431
Comprehensive income                                                                                                  $1,466
                                                                                                                      ======
Stock options exercised, net of tax of $20        4,528       107                                       107
                                              ---------   -------                                   -------
BALANCE, MARCH 31, 2004                       2,404,171   $33,023     $6,477        $1,039          $40,539
                                              =========   =======     ======        ======          =======

<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
                                North Bay Bancorp
                      Consolidated Statement of Cash Flows
                                    Unaudited
                                   (In 000's)
<CAPTION>
                                                               Three Months Ended March 31,
                                                               ----------------------------
                                                                    2004        2003
                                                                  --------    --------
<S>                                                               <C>         <C>
Cash Flows From Operating Activities:
Net income                                                        $  1,035    $    895
Adjustment to reconcile net income to net cash
  used by operating activities:
  Depreciation and amortization                                        397         376
  Provision for loan losses                                            186          45
  Amortization of deferred loan fees                                  (171)       (141)
  Proceeds from sale of loans held-for-sale                         10,204      11,991
  Purchase of loans held-for-sale                                  (10,507)    (26,180)
  Premium amortization (discount accretion), net                       112         294
  Gain on securities transactions                                        0         (99)
   Changes in:
    Interest receivable and other assets                            (1,189)        200
    Interest payable and other liabilities                            (406)       (188)
                                                                  --------    --------
   Net cash used by operating activities                              (339)    (12,807)
                                                                  --------    --------
Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                        0          22
Investment securities available-for-sale:
  Proceeds from maturities and principal payments                   13,296       9,922
  Proceeds from sale of securities                                       0      10,241
  Purchases                                                              0     (14,374)
Equity securities:
  Purchases                                                             (7)          0
Net increase in loans                                              (14,262)     (3,213)
Capital expenditures                                                  (117)       (896)
                                                                  --------    --------
   Net cash (used) provided in investing activities                 (1,090)      1,702
                                                                  --------    --------
Cash Flows From Financing Activities:
Net increase in deposits                                            27,638       2,846
Stock options exercised                                                 87         114
Dividends paid                                                        (475)       (441)
                                                                  --------    --------
   Net cash provided by financing activities                        27,250       2,519
                                                                  --------    --------
Net increase (decrease)  in cash and cash equivalents               25,821      (8,586)
Cash and cash equivalents at beginning of year                      37,951      52,310
                                                                  --------    --------
Cash and cash equivalents at end of period                        $ 63,772    $ 43,724
                                                                  ========    ========
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                   $    777    $    809
  Taxes paid                                                      $    880    $    135

<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                                       6
<PAGE>
                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 2004


NOTE 1 - Basis of Presentation
------------------------------
The accompanying  consolidated financial statements,  which include the accounts
of North Bay Bancorp and its  subsidiaries  together  the  "Company",  have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission and in Management's opinion, include all adjustments (consisting only
of normal recurring  adjustments)  necessary for a fair  presentation of results
for such interim periods.  The subsidiaries  consist of two community banks, The
Vintage Bank,  established  in 1985,  and Solano Bank,  which opened in 2000 and
Vintage  Capital Trust, a subsidiary of The Vintage Bank,  which was established
in February 2003.  North Bay has announced its intension,  subject to regulatory
approval,  to  consolidate  its  subsidiary  banks  to  simplify  the  Company's
corporate structure. All significant intercompany transactions and balances have
been eliminated. The Company de-consolidated its subsidiary, North Bay Statutory
Trust 1,  effective  March 31,  2004.  The Trust  has no  independent  assets or
operations  and exists  solely for the  purpose of  issuing  and  selling  trust
preferred securities.

Certain  information and note disclosures  normally included in annual financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted  pursuant to SEC rules or  regulations;  however,  the Company
believes  that  the  disclosures  made  are  adequate  to make  the  information
presented not  misleading.  The interim results for the three months ended March
31, 2004 and 2003, are not necessarily  indicative of results for the full year.
It is suggested that these financial  statements be read in conjunction with the
financial  statements and the notes included in the Company's  Annual Report for
the year ended December 31, 2003.

NOTE 2 - Commitments
--------------------
The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$1,359,000,  undisbursed  real estate and  construction  loans of  approximately
$13,340,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately  $75,262,000,  as of March 31, 2004.  The Company had  outstanding
standby Letters of Credit of approximately $658,000, undisbursed real estate and
construction loans of approximately $25,209,000,  and undisbursed commercial and
consumer lines of credit of approximately $58,560,000, as of March 31, 2003.

NOTE 3 - Earnings Per Common Share
----------------------------------
The Company declared a 5% stock dividend on January 26, 2004. As a result of the
stock  dividend the number of common shares  outstanding  and earnings per share
data was adjusted retroactively for all periods presented.

<TABLE>
The following  table  reconciles the numerator and  denominator of the Basic and
Diluted earnings per share computations:
<CAPTION>
                                                                   Weighted Average      Per-Share
                                                 Net Income             Shares             Amount
                                                 ----------             ------             ------
                                                              (In 000's except share data)
<S>                                                 <C>               <C>                  <C>
For the three months ended March 31, 2004
  Basic earnings per share                          $1,035            2,401,352            $0.43
  Dilutive effect of stock options                                       81,876
  Diluted earnings per share                                          2,483,228            $0.42

For the three months ended March 31, 2003
  Basic earnings per share                            $895            2,351,509            $0.38
  Dilutive effect of stock options                                       75,670
  Diluted earnings per share                                          2,427,179            $0.37

</TABLE>

                                       7
<PAGE>
NOTE 4- Stock-Based Compensation
--------------------------------
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25 and related interpretations).  Under this method, compensation expense is
recognized for awards of options to purchase shares of common stock to employees
under  compensatory  plans  only if the fair  market  value of the  stock at the
option  grant date (or other  measurement  date,  if later) is greater  than the
amount the  employee  must pay to  acquire  the stock.  Statement  of  Financial
Accounting   Standards  No.  123  (SFAS  123),   "Accounting   for   Stock-Based
Compensation", permits companies to continue using the intrinsic-value method to
account  for stock  option  plans or adopt a fair value based  method.  The fair
value based method results in recognizing as expense over the vesting period the
fair  value of all  stock-based  awards on the date of grant.  The  Company  has
elected  to  continue  to use the  intrinsic  value  method  and  the pro  forma
disclosures  required by SFAS 123. Using the fair value method the Company's net
income and earnings per share  amounts  would have been reduced to the pro forma
amounts as indicated below:

                                                    (In 000's except share data)
                                                          For the three months
                                                            ended March 31,
                                                        ------------------------
                                                           2004           2003
                                                        ---------       --------
Net income as reported                                  $   1,035       $    895
 Total stock-based employee
    compensation
    expense determined under
    the fair value based method
    for all awards, net of related
    tax effects                                                83             61
                                                        ---------       --------
Net income pro forma                                    $     952       $    834
Earnings per share:
      As reported:
Basic                                                   $     .43       $    .38
Diluted                                                 $     .42       $    .37
      Pro forma:
Basic                                                   $     .40       $    .35
Diluted                                                 $     .38       $    .34

NOTE 5 - Impact of Recently Issued Accounting Standards
-------------------------------------------------------
In January 2003,  the Financial  Accounting  Standards  Board (FASB) issued FASB
Interpretation  No.  46  "Consolidation  of  Variable  Interest   Entities,   an
interpretation  of ARB No. 51" (FIN 46).  FIN 46  provides a new  framework  for
identifying  variable  interest  entities (VIEs) and determining  when a company
should include the assets, liabilities,  noncontrolling interests and results of
activities  of a VIE in its  consolidated  financial  statements.  Prior  to the
implementation  of FIN 46, VIEs were generally  consolidated by the company when
the  company had a  controlling  financial  interest  through  ownership  of the
majority of the voting  inertest in the company.  The  provisions of FIN 46 were
effective  immediately.  In October 2003, the FASB agreed to defer the effective
date of FIN 46 for VIEs to allow time for  certain  implementation  issues to be
addressed.  On December 24, 2003,  the FASB  released its latest  interpretation
(FIN 46R) of the  appropriate  accounting  treatment  for  VIEs,  which in part,
specifically  addresses  limited  purpose trusts formed to issue trust preferred
securities. In July 2003, the Board of Governors of the Federal Reserve issued a
supervisory letter instructing bank holding companies to continue to include the
trust  preferred  securities  in their  Tier 1 capital  for  regulatory  capital
purposes until notice is given to the contrary.  The Federal  Reserve intends to
review the regulatory  implications of any accounting  treatment changes and, if
necessary or warranted,  provide further appropriate  guidance.  There can be no
assurance  that the  Federal  Reserve  will  continue to allow  institutions  to
include trust preferred securities in Tier 1 capital for regulatory purposes. If
the trust  preferred  securities were no longer allowed to be included in Tier 1
capital,  the Company  would also be permitted to redeem the capital  securities
without penalty.

The Company  adopted FIN 46R  effective  March 31,  2004,  and the effect was to
de-consolidate  the subsidiary  trust North Bay Statutory  Trust I, and move the
mandatory redeemable preferred securities directly to the parent company balance
sheet under the caption  "subordinated  debentures."  The Company  prospectively
applied this ruling in the accompanying financial information.

                                       8
<PAGE>
                                     Item 2.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS
--------------------------
In addition to the historical information this Quarterly Report contains certain
forward-looking   statements.   The  reader  of  this  Quarterly  Report  should
understand  that all such  forward-looking  statements  are  subject  to various
uncertainties  and risks that could affect their outcome.  The Company's  actual
results could differ  materially  from those  suggested by such  forward-looking
statements.  Factors that could cause or contribute to such differences include,
but are not limited  to,  variances  in the actual  versus  projected  growth in
assets,  return on assets,  loan losses,  expenses,  rates  charged on loans and
earned on securities investments,  rates paid on deposits,  competition effects,
fee and other noninterest income earned, the economic uncertainty created by the
United  States' war on terrorism and the war in Iraq, as well as other  factors.
This  entire  Quarterly  Report  should  be  read  to put  such  forward-looking
statements  in  context  and  to  gain  a  more  complete  understanding  of the
uncertainties and risks involved in the Company's business.

Moreover,  wherever  phrases  such as or  similar to "In  Management's  opinion"
"Management  considers" are used,  such  statements are as of and based upon the
knowledge  of  Management  at the time  made and are  subject  to  change by the
passage of time and/or  subsequent  events,  and accordingly such statements are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

CRITICAL ACCOUNTING POLICIES
----------------------------
The  Company's  accounting  policies are integral to  understanding  the results
reported.  The most complex accounting policies require management's judgment to
ascertain the valuation of assets,  liabilities,  commitments and contingencies.
The Company has established  detailed  policies and control  procedures that are
intended  to  ensure   valuation   methods  are  well   controlled  and  applied
consistently from period to period. In addition, the policies and procedures are
intended  to ensure that the process  for  changing  methodologies  occurs in an
appropriate  manner.  The  following  is a  brief  description  of  our  current
accounting policies involving significant management valuation judgments.

Allowance for Loan  Losses.

The allowance for loan losses  represents  management's  best estimate of losses
inherent  in the  existing  loan  portfolio.  The  allowance  for loan losses is
increased  by the  provision  for loan losses  charged to expense and reduced by
loans charged-off, net of recoveries.

We evaluate our allowance for loan loss on a monthly basis.  We believe that the
allowance for loan loss is a "critical  accounting estimate" because it is based
upon management's  assessment of various factors affecting the collectibility of
the loans,  including  current and projected  economic  conditions,  past credit
experience,  delinquency status, the value of the underlying collateral, if any,
and a continuing review of the portfolio of loans and commitments.

We determine the appropriate  level of the allowance for loan losses,  primarily
on an analysis of the various  components of the loan  portfolio,  including all
significant  credits on an individual basis. We segment the loan portfolios into
as many  components as practical.  Each  component  would  normally have similar
characteristics,  such as risk  classification,  past due status,  type of loan,
industry or collateral.

Management  has an  established  methodology  for  calculating  the level of the
allowance for loan losses. We analyze the following  components of the portfolio
and provide for them in the allowance for loan losses:

Specific allowances defined as:

     o    Management assessment of all loans classified as substandard or worse,
          with an outstanding balance of $100,000

     o    A specific  allowance  is provided  for any amount by which the loan's
          collateral   fair  value  is   insufficient  to  cover  the  loan;  or
          discounting  estimated  further cash flows, or by observing the loan's
          market price if it is of a kind for which there is a secondary market

General allowance defined as:

     o    An allowance  for all loans  outstanding  within the portfolio and not
          contained in the specific allowances

Judgmental allowance defined as:

     o    National and local economic trends and conditions
     o    Trends in volume of loans
     o    Changes in underwriting standards and/or lending personnel
     o    Concentrations of credit within the portfolio

No assurance can be given that the Company will not sustain loan losses that are
sizable in relation to the amount  provided,  or that subsequent  evaluations of
the loan  portfolio  will not require an increase in the  allowance.  Prevailing
factors  in  association  with  the  methodology  may  include   improvement  or
deterioration  of  individual  commitments  or pools of similar  loans,  or loan
concentrations.


Available for Sale Securities.

SFAS 115 requires that  Available for Sale  securities be carried at fair value.
We believe this is a "critical  accounting estimate" in that the fair value of a
security is based on quoted  market  prices or if quoted  market  prices are not
available,  fair  values  are  extrapolated  from the  quoted  prices of similar

                                       9
<PAGE>
instruments.  Adjustments to the Available for Sale securities fair value impact
the  consolidated  financial  statements by increasing or decreasing  assets and
shareholders' equity.

Deferred Tax Assets.

Deferred  income  taxes  reflect the  estimated  future tax effects of temporary
differences  between the reported amount of assets and liabilities for financial
purposes and such amounts as measured by tax laws and  regulations.  We consider
the scheduled  reversal of deferred tax  liabilities,  projected  future taxable
income,  amounts available in the carryback periods, and tax planning strategies
to support  our  position  that it is more  likely  than not the  benefit of our
deferred tax assets will be realized.


                                       10
<PAGE>
OVERVIEW
--------
Net income was  $1,035,000  or $.42 per diluted share for the three months ended
March 31, 2004,  compared  with $895,000 or $.37 per diluted share for the three
months ended March 31, 2003, an increase of 16%. Total assets were  $488,102,000
as of March 31,  2004;  equating  to a 16%  growth in assets  during  the twelve
months ended March 31, 2004.

SUMMARY OF EARNINGS

NET INTEREST INCOME
The following  table  provides a summary of the  components of interest  income,
interest  expense and net interest  margins for the three months ended March 31,
2004 and March 31, 2003:
<TABLE>
<CAPTION>

                                                                                      (In 000's)
                                                                  2004                                         2003
                                               ------------------------------------------     --------------------------------------
                                                 Average        Income/        Average         Average        Income/       Average
                                                 Balance        Expense       Yield/Rate       Balance        Expense     Yield/Rate
                                               -------------------------------------------------------------------------------------
<S>                                            <C>             <C>               <C>          <C>             <C>              <C>
 Loans (1)(2)                                  $ 313,742       $   5,256         6.70%        $ 246,273       $   4,356        7.08%
 Investment securities:
   Taxable                                        68,275             606         3.55%           88,757             781        3.52%
   Non-taxable (3)                                16,464             218         5.30%           13,595             242        7.12%
                                               ---------       ---------                      ---------       ---------
TOTAL LOANS AND INVESTMENT
SECURITIES                                       398,481           6,080         6.10%          348,625           5,379        6.17%

 Due from banks, time                                100               1         4.00%              100               1        4.00%
 Federal funds sold                               16,492              41          .99%           22,243              63        1.13%
                                               ---------       ---------                      ---------       ---------

TOTAL EARNING ASSETS                             415,073       $   6,122         5.90%          370,968       $   5,443        5.87%
                                               ---------       ---------                      ---------       ---------

 Cash and due from banks                          30,973                                         23,121
 Allowance for loan losses                        (3,596)                                        (3,348)
 Premises and equipment, net                      10,824                                         11,110
 Investment in subsidiary                            310                                              0
 Accrued interest receivable
   and other assets                               13,007                                         11,654
                                               ---------                                      ---------
TOTAL ASSETS                                   $ 466,591                                      $ 413,505
                                               =========                                      =========

LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand                     $ 200,863       $     247         0.49%        $ 155,564       $     229        0.59%
   Savings                                        37,978              21         0.22%           29,643              34        0.46%
   Time                                           72,111             289         1.60%           83,044             424        2.04%
                                               ---------       ---------         ----         ---------       ---------        ----
                                                 310,952             557          .72%          268,251             687        1.02%

   Long-term debt                                 10,310             131         5.08%           10,000             141        5.64%

TOTAL INTEREST BEARING
 LIABILITIES                                     321,262       $     688          .86%          278,251       $     828        1.19%
                                               ---------       ---------                      ---------       ---------

 Noninterest bearing DDA                         101,567                                         95,441
 Accrued interest payable
   and other liabilities                           5,164                                          3,966
 Shareholders' equity                             38,598                                         35,847
                                               ---------                                      ---------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                          $ 466,591                                      $ 413,505
                                               =========                                      =========

NET INTEREST INCOME                                            $   5,434                                      $   4,615
                                                               =========                                      =========
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                           5.24%                                          4.98%
</TABLE>

                                       11
<PAGE>
(1) Average loans would include  nonaccrual loans. The Company had no nonaccrual
loans during 2004 or 2003.

(2) Loan interest income includes loan fee income of $356 and $258 for the three
months ended March 31, 2004 and March 31, 2003, respectfully.

(3) Average  yields shown are on a  taxable-equivalent  basis.  On a non-taxable
basis,  2004 interest  income on tax exempt  securities was $160 with an average
yield of 3.89%; in 2003, on a non-taxable  basis,  interest income on tax exempt
securities was $160 with an average yield of 4.71%.

(4) Net interest  margin is  calculated  by dividing net interest  income by the
average balance of total earning assets for the applicable period

Net interest  income  represents the amount by which interest  earned on earning
assets (primarily loans and investments)  exceeds the amount of interest paid on
deposits. Net interest income is a function of volume,  interest rates and level
of non-accrual  loans.  Non-refundable  loan  origination  fees are deferred and
amortized into income over the life of the loan.

Net interest income before the provision for loan losses on a taxable-equivalent
basis  for the  three  months  ended  March  31,  2004 and  March  31,  2003 was
$5,434,000 and $4,615,000, respectively. These results equate to an 18% increase
in net  interest  income  for the first  quarter of 2004  compared  to the first
quarter of 2003.  Loan fee income,  which is  included  in interest  income from
loans,  was $356,000 for the three  months ended March 31, 2004,  compared  with
$258,000 for the three months ended March 31, 2003.

Taxable-equivalent  interest  income  increased  $679,000  or 12%  in the  first
quarter of 2004  compared  with the same  period of 2003.  The net  increase  of
$679,000  was  attributable  to an  increase  in the  volume of  earning  assets
accounting  for  $1,048,000 of this  increase,  offset by a decrease of $369,000
attributable  to lower  rates.  Interest  paid on  interest-bearing  liabilities
decreased  $140,000 in the first quarter of 2004 compared with the first quarter
of 2003.  Although  increases  in the volume of  deposits  and other  borrowings
accounted for an increase of $21,000 it was offset by $161,000  attributable  to
lower rates.

The average balance of earning assets increased $44,105,000 or 12% when compared
with March 31,  2003 and the  average  balance of  interest-bearing  liabilities
increased  $42,701,000 or 15% compared with the same period in 2003.  Management
does not expect a material  change in the Company's  net interest  margin during
the next twelve months as the result of a modest increase or decrease in general
interest rates.


                                       12
<PAGE>
The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the three months ended March 31, 2004 over the same period of
2003 resulting  from changes in assets and  liabilities  volumes and rates.  The
change in interest due to both rate and volume has been  allocated in proportion
to the relationship of absolute dollar amounts of change in each.

                                                           (In 000's)
                                                        2004 Over 2003
                                              ---------------------------------
                                               Volume        Rate        Total
                                              ---------------------------------
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions                    $     0      $     0      $     0

   Investment Securities:
     Taxable                                     (180)           5         (175)
     Non-Taxable (1)                               51          (75)         (24)
   Federal Funds Sold                             (16)          (6)         (22)
   Loans                                        1,193         (293)         900
                                              ---------------------------------
   Total Interest and Fee Income                1,048         (369)         679
                                              ---------------------------------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                          67          (49)          18
     Savings                                       10          (23)         (13)
     Time Deposits                                (56)         (79)        (135)
                                              ---------------------------------
   Total Deposits                                  21         (151)        (130)

   Long-term Debt                                   0          (10)         (10)
                                              ---------------------------------
   Total Interest Expense                          21         (161)        (140)
                                              ---------------------------------
   Net Interest Income                        $ 1,027      ($  208)     $   819
                                              =================================

(1) The interest earned is taxable-equivalent.


PROVISION AND ALLOWANCE FOR LOAN LOSSES
---------------------------------------
The  Company  maintains  an  allowance  for loan  losses  at a level  considered
adequate to provide for losses that can be reasonably anticipated. The allowance
is  increased by the  provision  for loan losses and reduced by net charge offs.
The  allowance for loan losses is based on  estimates,  and ultimate  losses may
vary from current  estimates.  These estimates are reviewed  periodically and as
adjustments  become  necessary  they are  reported in earnings in the periods in
which  they  become  known.  The  Company  conducts  credit  reviews of the loan
portfolio  and  considers  current  economic  conditions,  historical  loan loss
experience  and other  factors in  determining  the  adequacy  of the  allowance
balance.  This  evaluation  establishes a specific  allowance for all classified
loans over $100,000 and establishes  percentage  allowance  requirements for all
other loans,  according to the  classification  as  determined  by the Company's
internal  grading system.  As of March 31, 2004 the allowance for loan losses of
$3,703,000  represented  1.15% of loans  outstanding.  As of March 31, 2003, the
allowance represented 1.38% of loans outstanding.  During the three months ended
March 31, 2004  $186,000  was  charged to expense  for the loan loss  provision,
compared  with $45,000 for the same period in 2003.  The increase in the expense
for the loan loss  provision  was to  provide  for  growth in the  overall  loan

                                       13
<PAGE>

portfolio. There were net charge-offs of $7,000 during the first three months of
2004 compared with $8,000 net charge-offs during the first three months of 2003.

 The following table summarizes changes in the allowance for loan losses:
<TABLE>
<CAPTION>

                                                              (In 000's)
                                                      For the three months ended
                                                   --------------------------------
                                                   March 31, 2004    March 31, 2003
                                                   --------------    --------------
<S>                                                        <C>         <C>
Balance, beginning of period                               $ 3,524     $ 3,290
Provision for loan losses                                      186          45
Loans charged off                                               (8)        (11)
Recoveries of loans previously charged off                       1           3
                                                           -------     -------
Balance, end of period                                     $ 3,703     $ 3,327
                                                           =======     =======

Allowance for loan losses to total outstanding loans         1.15%       1.38%
</TABLE>

There were no loans on non-accrual status as of March 31, 2004, March 31, 2003
or December 31, 2003. There were no loans 90 days or more past due and still
accruing interest or restructured loans at March 31, 2004, March 31, 2003 or
December 31, 2003.

NON-INTEREST INCOME
-------------------
Non-interest income, excluding gains on the sale of securities, was $986,000 for
the three months ended March 31, 2004 compared with $709,000 for the same period
in 2003,  a 39%  increase.  Non-interest  income  primarily  consists of service
charges and other fees related to deposit accounts. The increase in non-interest
income  resulted  primarily from an increase in the number of deposit  accounts,
transaction  volumes and directly  related service  charges.  Service charges on
deposit  accounts  increased  proportionately  more  than  deposits  because  of
improved collection efforts and implementation of an overdraft privilege program
that commenced in the fourth quarter of 2003.

GAINS ON SECURITIES
-------------------
Net gains of  $99,000  as of March 31,  2003  resulted  from the sale of several
available-for-sale  securities.  There  were no gains or  losses  for the  three
months ended March 31, 2004.

NON-INTEREST EXPENSE
--------------------
Non-interest  expense  for the three  months  ended March 31, 2004 and March 31,
2003 was $4,597,000 and $4,015,000,  respectively,  a 14% increase. Salaries and
employee  benefits  expense for the three  months  ended March 31, 2004 and 2003
were $2,504,000 and  $2,306,000,  respectively,  a 9% increase.  The increase in
2004 resulted from  increased  salaries paid to Company  officers and employees,
and an increase of approximately twenty-one full-time equivalent (FTE) employees
from 139 at March 31, 2003 to 160 at March 31, 2004.  The  increases in FTE were
related to  increasing  sales  activity  and  lending  staff to support the loan
growth.  Occupancy  expense for the three  months  ended March 31, 2004 and 2003
were $367,000 and $257,000,  respectively,  a 43% increase. The increase in 2004
is  attributable  to  opening  a  branch  office  and  relocated  Executive  and
Administration  offices to new leased offices in March 2003.  Equipment expenses
for the three months  ended March 31, 2004 and 2003 was  $492,000 and  $450,000,
respectively,  representing  an increase  of 9%,  Other  expenses  for the three
months ended March 31, 2004 and March 31, 200 were  $1,234,000  and  $1,002,000,
respectively,  a 23% increase.  Components of other  non-interest  expenses that
increased materially were insurance expenses, donations and general supplies.

INCOME TAXES
------------
The Company reported a provision for income tax for the three months ended March
31, 2004 and 2003 of $544,000 and $386,000, respectively. Both the 2004 and 2003
provisions  reflect tax accruals at statutory  rates for federal  income  taxes,
adjusted  primarily  for the effect of the Company's  investments  in tax-exempt
municipal securities, bank owned life insurance policies and state taxes.

BALANCE SHEET
-------------
Total assets as of March 31, 2004 were  $488,102,000  compared with $419,594,000
as of March 31, 2003,  and  $459,482,000  at December 30, 2003 equating to a 16%
increase  during the twelve  months ended March 31, 2004,  and a 6% increase for
the three months ended March 31, 2004.  Total deposits as of March 31, 2004 were
$434,083,000  compared with  $370,649,000 as of March 31, 2003, and $406,445,000
at December 30, 2003  representing a 17% increase  during the twelve months then
ended,  and a 7% increase for the three months ended March 31, 2004. Gross loans
outstanding as of March 31, 2004 were $321,089,000 compared with $240,973,000 as
of March 31,  2003,  and  $306,663,000  at December  30, 2003  equating to a 33%
increase  during the twelve  months then ended and a 5%  increase  for the three
months ended March 31, 2004.

LOANS HELD FOR SALE
-------------------
The  Company  had   $3,398,000,   $14,189,000   and   $3,095,000   in  purchased
participations  in  mortgage  loans as of March 31,  2004,  March  31,  2003 and
December 31, 2003,  respectively.  Loans  originated or purchased and considered
held for sale are carried at the lower of cost or estimated  market value in the
aggregate. Net unrealized losses are recognized through a valuation allowance by
charges to income.

SUBORDINATED DEBENTURES
-----------------------
During June 2002,  the Company  formed North Bay  Statutory  Trust I (Trust),  a
Connecticut  statutory  business  trust,  for the purpose of issuing  guaranteed


                                       14
<PAGE>

undivided beneficial interest in junior subordinated debentures (trust preferred
securities).  During June 2002,  the Trust  issued $10 million in floating  rate
Cumulative Trust Preferred Securities (Securities). The Securities bear interest
at a rate of Libor plus 3.45% and had an initial  interest rate of 5.34%;  as of
March 31, 2004 the interest rate was 4.56%;  the Securities  will mature on June
26, 2032, but earlier redemption is permitted under certain circumstances,  such
as changes in tax or regulatory capital rules.

As previously  discussed the Company  de-consolidated  the Trust as of March 31,
2004. As a result, the junior  subordinated  debentures issued by the Company to
the  issuer  trust,   totaling   $10,310,000  are  reflected  on  the  Company's
consolidated  balance  sheet,  under the caption  Subordinated  Debentures.  The
Company also recognized its $310,000  investment in the trust, which is recorded
in Investment in Subsidiary. The Trust has no  independent  assets or operations
and exist  for the sole  purpose  of  issuing  trust  preferred  securities  and
investing  the  proceeds  thereof  in  an  equivalent   amount  of  subordinated
debentures issued by the Company.

The Securities, the subordinated debentures, and the common securities issued by
the Trust are  redeemable  in whole or in part on or after June 26, 2007,  or at
any time in whole,  but not in part, upon the occurrence of certain events.  The
Securities  are  included  in Tier 1 capital  for  regulatory  capital  adequacy
determination  purposes,  subject to certain limitations.  The Company fully and
unconditionally  guarantees  the  obligations  of the Trust with  respect to the
issuance of the Securities.

Subject to certain  exceptions  and  limitations,  the Company may, from time to
time, defer subordinated  debenture  interest payments,  which would result in a
deferral  of   distribution   payments  on  the  Securities  and,  with  certain
exceptions,  prevent the Company from declaring or paying cash  distributions on
the  Company's  common  stock  or  debt  securities  that  rank  junior  to  the
subordinated debentures.

LIQUIDITY AND CAPITAL ADEQUACY
------------------------------
The  Company's  liquidity  is  determined  by the level of assets (such as cash,
Federal  Funds,  and  investment in unpledged  marketable  securities)  that are
readily  convertible  to cash  to  meet  customer  withdrawals  and  borrowings.
Management reviews the Company's liquidity position on a regular basis to ensure
that it is adequate to meet projected  loan funding and potential  withdrawal of
deposits.  The  Company  has  a  comprehensive  Asset/Liability  Management  and
Liquidity Policy, which it uses to determine adequate liquidity. As of March 31,
2004 liquid assets were 29% of total  assets,  compared with 35% as of March 31,
2003.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICIA) established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital
of at least  10%,  tier 1  risked-based  capital  of at least 6%, and a leverage
ratio of at least 5%. As of March 31, 2004,  the  Company's  risk-based  capital
ratio was 13.27%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 12.34% and 10.61%, respectively.


                                       15
<PAGE>
As the following table  indicates,  the Company and the Banks currently  exceeds
the  regulatory  capital  minimum  requirements.  The  Company and the Banks are
considered "Well Capitalized" according to regulatory guidelines.

<TABLE>
<CAPTION>

                                                                                To Be Well Capitalized
                                                     For Capital                Under Prompt Corrective
                                   Actual          Adequacy Purposes              Action Provisions
                               ---------------     -----------------    --------------------------------------
                                                           (In 000's)
                                                 Mininum Regulatory Requirements
                               Amount    Ratio     Amount     Ratio     Amount                Ratio
                               ------    -----     ------     -----     ------                -----
<S>                           <C>        <C>       <C>        <C>                            <C>        <C>
As of March 31, 2004:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $53,203    13.27%    $32,086    8.00%    $40,108    less than or equal to 10.00%
      The Vintage Bank         35,903    11.60%     24,767    8.00%     30,959    less than or equal to 10.00%
       Solano Bank              9,138    10.40%      7,031    8.00%      8,789    less than or equal to 10.00%
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             49,500    12.34%     16,043    4.00%     24,064    less than or equal to 6.00%
      The Vintage Bank         32,938    10.64%     12,383    4.00%     18,575    less than or equal to 6.00%
       Solano Bank              8,400     9.56%      3,516    4.00%      5,274    less than or equal to 6.00%
Tier I Capital (to
   Average Assets)
      Consolidated             49,500    10.61%     18,657    4.00%     23,321    less than or equal to 5.00%
      The Vintage Bank         32,938     9.11%     14,470    4.00%     18,088    less than or equal to 5.00%
       Solano Bank              8,400     9.00%      3,734    4.00%      4,667    less than or equal to 5.00%
</TABLE>

                                     Item 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss  resulting  from changes in interest  rates,
foreign currency  exchange rates,  commodity prices and equity prices.  Although
the Company manages other risks, as in credit quality and liquidity risk, in the
normal  course of  business,  management  considers  interest  rate risk to be a
principal  market risk.  Other types of market risks,  such as foreign  currency
exchange rate risk, do not arise in the normal course of the Company's  business
activities.  The  majority  of the  Company's  interest  rate risk  arises  from
instruments,  positions and  transactions  entered into for purposes  other than
trading. They include loans, securities available-for-sale, deposit liabilities,
short-term  borrowings and long-term debt. Interest rate risk occurs when assets
and liabilities reprice at different times as interest rates change.

The Company manages interest rate risk through its Audit Committee, which serves
as the Asset Liability  Committee (ALCO). The ALCO monitors exposure to interest
rate risk on a  quarterly  basis  using  both a  traditional  gap  analysis  and
simulation  analysis.  Traditional gap analysis  identifies  short and long-term
interest  rate  positions  or  exposure.  Simulation  analysis  uses  an  income
simulation  approach to measure the change in interest  income and expense under
rate shock conditions. The model considers the three major factors of (a) volume
differences,  (b) repricing differences and (c) timing in its income simulation.
The model begins by disseminating data into appropriate  repricing buckets based
on internally  supplied  algorithms (or overridden by  calibration).  Next, each
major asset and liability  type is assigned a  "multiplier"  or beta to simulate
how much that particular  balance sheet category type will reprice when interest
rates change. The model uses eight asset and liability multipliers consisting of
bank-specific  or default  multipliers.  The  remaining  step is to simulate the
timing effect of assets and liabilities by modeling a month-by-month  simulation
to estimate  the change in interest  income and expense  over the next  12-month
period.  The results are then  expressed  as the change in pre-tax net  interest
income over a 12-month period for +1%, and +2% shocks.

Utilizing the simulation  model to measure  interest rate risk at March 31, 2004
and  December  31, 2003 the Company is within the  established  exposure of a 4%
change in "return on equity" tolerance limit. There were no significant  changes
in interest rate risk from the annual report on form 10-K for December 31, 2003.

                                       16
<PAGE>
                                     Item 4.

                             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Based on their  evaluation as of March 31, 2004, the Company's  Chief  Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective to ensure that information  required to be
disclosed in the reports that the Company files or submits under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.

Changes in Internal Controls:

There  have not been any  significant  changes  in our  internal  controls  over
financial reporting or in other  factors that could  significantly  affect these
controls subsequent to the date of their evaluation.


                                       17
<PAGE>
                                     PART 2
                                OTHER INFORMATION



OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Other  than  ordinary  routine  litigation  incidental  to the  business  of the
Company, there are no material pending legal proceedings.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.    OTHER INFORMATION

None


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  An index of exhibits begins on page 20.

          (b)  During the quarter  ended  March 31,  2004 the Company  filed the
               following Current Reports on Form 8-K:

               Filed January 29, 2004,  under Item 5 of Form 8-K,  reported that
               it will increase its provision for income taxes for 2003 due to a
               recent  announcement  by  the  California   Franchise  Tax  Board
               regarding  its  position  on the tax  treatment  of certain  real
               estate investment  vehicles.  As a result,  the registrant's 2003
               net income will be reduced by approximately  $386,000 or 17 cents
               per share.

               Filed  February  6,  2004,  under  Items  5  and 9 of  Form  8-K,
               declaring  a 5%  stock  dividend  and a  20-cents-per-share  cash
               dividend,  payable March 29, 2004 to shareholders as of March 12,
               2004.

               Filed February 24, 2004, under Item 12 of Form 8-K, reporting net
               income of $4.4 million for year ended December 31, 2003.

               Filed March 4, 2004,  under Item 5 of Form 8-K,  announcing plans
               to  consolidate  its  bank  subsidiary  charters  as  part  of  a
               corporate  initiative  to simplify and  streamline  its corporate
               structure, increase efficiency and improve operating performance.

          No financial  statements  were filed with the Current  Reports on Form
          8-K.


                                       18
<PAGE>
Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Company has duly caused this quarterly  report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            NORTH BAY BANCORP
                                            A California Corporation


Date: May 13 , 2004                         BY: /s/ Terry L. Robinson
                                                --------------------------------
                                                Terry L. Robinson
                                                President & CEO
                                                Principal Executive Officer


Date: May 13, 2004                          BY: /s/ Lee-Ann Cimino
                                                --------------------------------
                                                Lee-Ann Cimino
                                                Senior Vice President
                                                Principal Financial Officer


                                       19
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

     11        Statement re:  computation  of per share  earnings is included in
               Note  3  to  the  unaudited  condensed   consolidated   financial
               statements of Registrant.

   31.1        Certificate  of  Principal  Executive  Officer  Pursuant  to  SEC
               Release 33-8238

   31.2        Certificate  of  Principal  Financial  Officer  Pursuant  to  SEC
               Release 33-8238

   32.1        Certificate of Principal  Executive Officer Pursuant to 18 U.S.C.
               Section 1350

   32.2        Certificate of Principal  Financial Officer Pursuant to 18 U.S.C.
               Section 1350



                                       20