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 June 30, 2003

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) 257-8585

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 August 6, 2003: 2,284,563

<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 September 11, 2001 terrorists attacks on the
World Trade Center and the Pentagon,  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 and six months ended June 30, 2003 and June
30, 2002 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 June 30, 2003 and the results of operations and cash flows
for the three and six 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>
                                                                             North Bay Bancorp
                                                                        Consolidated Balance Sheets
                                                                                  Unaudited
                                                                       (In 000's except share data)

<CAPTION>
                                                                     June 30,   June 30, December 31,
Assets                                                                   2003       2002         2002
                                                                     --------   --------     --------
<S>                                                                  <C>        <C>          <C>
Cash and due from banks                                              $ 27,559   $ 14,135     $ 23,785
Federal funds sold                                                     20,670     26,648       28,525
Time deposits with other financial institutions                           100        100          100
                                                                     --------   --------     --------
                     Total cash and cash equivalents                   48,329     40,883       52,410

Investment Securities:
   Held-to-maturity                                                     1,250      1,293        1,272
   Available-for-sale                                                  85,839     88,713      104,473
   Equity securities                                                    1,398      1,267        1,349
                                                                     --------   --------     --------
                     Total investment securities                       88,487     91,273      107,094

Loans, net of allowance for loan losses of $3,373 in June, 2003
   $3,005 in June, 2002 and $3,290 in December, 2002                  256,440    206,899      234,337
Loans held-for-sale                                                    19,538          0            0
Bank premises and equipment, net                                       11,166     10,647       10,800
Accrued interest receivable and other assets                           11,484     12,989       11,817
                                                                     --------   --------     --------

                            Total assets                             $435,444   $362,691     $416,458
                                                                     ========   ========     ========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                              $102,107   $ 86,419     $104,142
   Interest bearing                                                   282,332    231,153      263,661
                                                                     --------   --------     --------
                           Total deposits                             384,439    317,572      367,803


Accrued interest payable and other liabilities                          3,300      2,724        3,312
                                                                     --------   --------     --------

                          Total liabilities                           387,739    320,296      371,115

Floating rate subordinated debenture (trust preferred securities)      10,000     10,000       10,000

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 - 2,282,521 shares in June 2003,
   2,098,313 shares in June, 2002, and 2,130,288 in December, 2002     29,145     24,833       25,387
Retained earnings                                                       7,160      6,560        8,612
Accumulated other comprehensive income                                  1,400      1,002        1,344
                                                                     --------   --------     --------
                     Total shareholders' equity                        37,705     32,395       35,343

             Total liabilities and shareholders' equity              $435,444   $362,691     $416,458
                                                                     ========   ========     ========

</TABLE>

The accompanying notes are an integral part of these statements

                                       3
<PAGE>

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

                                           Three Months Ended  Six Months Ended
                                           June 30,  June 30,  June 30, June 30,
                                             2003      2002      2003     2002
                                           -------   -------   -------   -------

Interest Income
   Loans (including fees)                  $ 4,571   $ 4,096   $ 8,927   $ 7,897
   Federal funds sold                           56        98       119       156
   Investment securities - taxable             735       790     1,517     1,655
   Investment securities - tax exempt          132       189       292       338
                                           -------   -------   -------   -------
Total interest income                        5,494     5,173    10,855    10,046

Interest Expense
   Deposits                                    670       817     1,357     1,652
   Short term borrowings                         8         0         8         0
   Long term debt                              141        24       282        39
                                           -------   -------   -------   -------
Total interest expense                         819       841     1,647     1,691

Net interest income                          4,675     4,332     9,208     8,355

Provision for loan losses                       45       144        90       288
                                           -------   -------   -------   -------

Net interest income after
   provision for loan losses                 4,630     4,188     9,118     8,067

Non interest income                            728       645     1,437     1,278
Gains on securities transactions, net          331         0       430        66
                                           -------   -------   -------   -------
Total non interest income                    1,059       645     1,867     1,344

Non interest expenses
   Salaries and employee benefits            2,252     1,976     4,558     3,880
   Occupancy                                   318       218       575       452
   Equipment                                   295       466       745       942
   Other                                     1,446       795     2,448     1,548
                                           -------   -------   -------   -------
Total non interest expense                   4,311     3,455     8,326     6,822
                                           -------   -------   -------   -------

Income before provision for
   income taxes                              1,378     1,378     2,659     2,589

Provision for income taxes                     366       501       752       934
                                           -------   -------   -------   -------

Net income                                 $ 1,012   $   877   $ 1,907   $ 1,655
                                           =======   =======   =======   =======

Basic earnings per common share:           $  0.45   $  0.40   $  0.85   $  0.76
                                           =======   =======   =======   =======
Diluted earnings per common share:         $  0.44   $  0.39   $  0.82   $  0.74
                                           =======   =======   =======   =======
Dividends Paid:                            $  0.00   $  0.00   $  0.20   $  0.20
                                           =======   =======   =======   =======

The accompanying notes are an integral part of these statements

                                       4
<PAGE>

<TABLE>
                                                             North Bay Bancorp
                                          Consolidated Statement of Change in Shareholders' Equity
                                                          For the Six Months Ended
                                                               June 30, 2003
                                                                (Unaudited)
                                                        (In 000's except share data)

<CAPTION>
                                                                 Accumulated
                                                                       Other        Total
                                    Common    Common Retained  Comprehensive  Shareholders' Comprehensive
                                    Shares
                               Outstanding     Stock Earnings         Income       Equity          Income
                              ---------------------------------------------------------------------------

<S>                              <C>         <C>       <C>            <C>         <C>             <C>
BALANCE, DECEMBER 31, 2002       2,130,288   $25,387   $8,612         $1,344      $35,343

Stock dividend                     106,295     2,918   (2,932 )                       (14)
Cash dividend                                            (427 )                      (427)
Comprehensive income:
    Net income                                          1,907                       1,907         $1,907
    Other comprehensive
loss, net of tax:
       Change in net
unrealized losses on
       available-for-sale
securities, net of tax                                                    56           56             56
                                                                                                  ------
Comprehensive income                                                                              $1,963
                                                                                                  ======
Stock options exercised             45,938       840                                  840
                                 ---------   -------                              -------
BALANCE, JUNE 30, 2003           2,282,521   $29,145   $7,160         $1,400      $37,705
                                 =========   =======  =======         ======      =======
</TABLE>

The accompanying notes are an integral part of these statements

                                       5
<PAGE>

                                     North Bay Bancorp
                           Consolidated Statement of Cash Flows
                                         Unaudited
                                        (In 000's)
<TABLE>
<CAPTION>
                                                                 Six Months Ended June 30,
                                                                     2003         2002
                                                                  ---------    ---------
<S>                                                               <C>          <C>
Cash Flows From Operating Activities:
Net income                                                        $   1,907    $   1,655
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                                         778          723
  Provision for loan losses                                              90          288
  Amortization of deferred loan fees                                   (329)        (244)
  Proceeds from sale of loans held-for-sale                         138,764            0
  Purchase of loans held-for-sale                                  (158,302)           0
  Premium amortization (discount accretion), net                        594          467
  Gain on securities transactions                                      (430)         (66)
  Loss on sale of capital assets                                          0            1
   Changes in:
    Interest receivable and other assets                                291       (2,702)
    Interest payable and other liabilities                              235          185
                                                                  ---------    ---------
   Net cash (used) provided by operating activities                 (16,402)         307
                                                                  ---------    ---------
Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                        22           21
Investment securities available-for-sale:
  Proceeds from maturities and principal payments                    18,536       20,582
  Proceeds from sale of securities                                   22,472        5,112
  Purchases                                                         (22,440)     (30,476)
Equity securities:
  Proceeds from sale of securities                                        0           10
  Purchases                                                             (48)         (36)
Net increase in loans                                               (21,864)     (23,395)
Sale of capital assets                                                    0            1
Capital expenditures                                                 (1,144)      (2,043)
                                                                  ---------    ---------
   Net cash used in investing activities                             (4,466)     (30,224)
                                                                  ---------    ---------
Cash Flows From Financing Activities:
Net increase in deposits                                             16,636       25,131
Repayment of long-term debt                                               0       (1,846)
Stock options exercised                                                 592          510
Proceeds from issuance of Trust Preferred Securities                      0       10,000
Dividends paid                                                         (441)        (406)
                                                                  ---------    ---------
   Net cash provided by financing activities                         16,787       33,389
                                                                  ---------    ---------
Net (decrease) increase in cash and cash equivalents                 (4,081)       3,472
Cash and cash equivalents at beginning of year                       52,410       37,411
                                                                  ---------    ---------
Cash and cash equivalents at end of period                        $  48,329    $  40,883
                                                                  =========    =========
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                   $   1,656    $   1,856
  Taxes paid                                                      $     595    $     991
</TABLE>

The accompanying notes are an integral part of these statements

                                       6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                  June 30, 2003

NOTE 1 - Basis of Presentation

The accompanying  consolidated financial statements,  which include the accounts
of North Bay Bancorp and its  subsidiaries  the  "Company",  have been  prepared
pursuant to the rules and regulations of the Securities and Exchange  Commission
SEC 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, North
Bay Statutory  Trust 1 which was  established  in June 2002 and Vintage  Capital
Trust, a subsidiary of The Vintage Bank, which was established in February 2003.
All significant  intercompany  transactions  and balances have been  eliminated.
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 six months ended June 30,
2003 and 2002, 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, 2002.

NOTE 2 - Commitments

The Company has outstanding standby Letters of Credit of approximately $994,000,
undisbursed real estate and construction loans of approximately $22,303,000, and
undisbursed   commercial   and  consumer   lines  of  credit  of   approximately
$52,098,000, as of June 30, 2003. The Company had outstanding standby Letters of
Credit of approximately $748,000, undisbursed real estate and construction loans
of approximately  $13,672,000,  and undisbursed commercial and consumer lines of
credit of approximately $48,937,000, as of June 30, 2002.

NOTE 3 - Earnings Per Common Share

The Company declared a 5% stock dividend on January 27, 2003. 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.

The following  table (in thousands  except share data)  reconciles the numerator
and denominator of the Basic and Diluted earnings per share computations:

<TABLE>
<CAPTION>
                                                        Weighted Average           Per-Share
                                    Net Income                Shares                 Amount
                                    ----------                ------                 ------
                                              (Dollars in 000's except share data)

<S>                                  <C>                    <C>                     <C>
                                           For the three months ended June 30, 2003
                                           ----------------------------------------
  Basic earnings per share           $1,012                 2,263,920               $0.45
  Dilutive effect of stock options                             50,766
  Diluted earnings per share                                2,314,686               $0.44

                                           For the three months ended June 30, 2002
                                           ----------------------------------------
  Basic earnings per share           $877                   2,184,894               $0.40
  Dilutive effect of stock options                             66,093
  Diluted earnings per share                                2,250,987               $0.39

                                                        Weighted Average           Per-Share
                                    Net Income                Shares                 Amount
                                    ----------                ------                 ------

                                           For the six months ended June 30, 2003
                                           ----------------------------------------
  Basic earnings per share           $1,907                 2,251,794               $0.85
  Dilutive effect of stock options                             61,416
  Diluted earnings per share                                2,313,210               $0.82

                                           For the six months ended June 30, 2002
                                           ----------------------------------------
  Basic earnings per share           $1,655                 2,173,984               $0.76
  Dilutive effect of stock options                             61,577
  Diluted earnings per share                                2,235,561               $0.74
</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 June 30,
                                            2003                 2002
                                           ------                ----

Net income as reported                     $1,012                $877
Total stock-based employee
  compensation
  expense determined under
  the fair value based method
  for all awards, net of related
  tax effects                                  59                  61
                                           ------                ----
Net income pro forma                         $953                $816
Earnings per share:
      As reported:
Basic                                        $.45                $.40
Diluted                                      $.44                $.39
      Pro forma:
Basic                                        $.44                $.36
Diluted                                      $.42                $.35


                                            (In 000's except share data)
                                         For the six months ended June 30,
                                            2003                2002
                                           ------              ------
Net income as reported                     $1,907              $1,655
Total stock-based employee
  compensation
  expense determined under
  the fair value based method
  for all awards, net of related
  tax effects                                 122                 118
                                           ------              ------
Net income pro forma                       $1,785              $1,537
Earnings per share:
      As reported:
Basic                                        $.85                $.76
Diluted                                      $.82                $.74
      Pro forma:
Basic                                        $.79                $.71
Diluted                                      $.77                $.36

NOTE 5 - Impact of Recently Issued Accounting Standards

On May 15, 2003, the Financial  Accounting  Standards Board issued Statement No.
150, Accounting for Certain Financial  Instruments with  Characteristics of Both
Liabilities  and  Equity.   The  Statement   requires  issuers  to  classify  as
liabilities  (or assets in some  circumstance)  three  classes  of  freestanding
financial instruments that embody obligations for the issuer.

Generally,  the Statement is effective for financial instruments entered into or
modified  after May 31, 2003 and is otherwise  effective at the beginning of the
first interim  period  beginning  after June 15, 2003.  The Company  adopted the
provisions of the Statement on July 1, 2003.

The Company did not enter into any financial instruments within the scope of the
Statement  during June 2003.  However,  as a result of adopting the Statement on
July 1, 2003 for existing  financial  instruments  entered into on or before May
31, 2003, the floating rate subordinated  debenture (trust preferred securities)
of $10,000,000 were reclassified as liabilities on July 1, 2003.

                                       8
<PAGE>

FASB  Interpretation No. 46,  Consolidation of Variable Interest Entities.  This
Interpretation  addresses  consolidation  by  business  enterprises  of variable
interest entities, which have one or both of the following  characteristics:  1)
the equity  investment at risk is not sufficient to permit the entity to finance
its activities  without additional  financial support from other parties,  or 2)
the equity investors lack one or more of the following essential characteristics
of a controlling  financial interest:  a) the direct or indirect ability to make
decisions about the entity's activities through voting or similar rights, b) the
obligation to absorb the expected  losses of the entity if they occur, or c) the
right to receive the expected  residual returns of the entity if they occur. The
Interpretation  requires  existing variable interest entities to be consolidated
if those entities do not effectively disburse risks among parties involved.  The
Company  does not expect  adoption  to have a material  impact on the  financial
position of the Company.

                                       9
<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
September  11, 2001  terrorist  attacks on the World Trade Center and 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

In preparing its consolidated  financial statements,  the Company is required to
make  judgments  and  estimates  that may  have a  significant  impact  upon its
financial  results.  Certain  accounting  policies  require  the Company to make
significant  estimates  and  assumptions,  which have a  material  impact on the
carrying value of certain assets and  liabilities,  and are considered  critical
accounting  policies.  The  estimates  and  assumptions  used  are  based on the
historical  experiences  and other factors,  which are believed to be reasonable
under the  circumstances.  Actual results could differ  significantly from these
estimates and  assumptions , which could have a material  impact on the carrying
value of assets  and  liabilities  at the  balance  sheet  dates and  results of
operations  for  the  reporting  periods.  The  Company's  determination  of the
adequacy  of its  allowance  for loan  losses  is  particularly  susceptible  to
management's judgment and estimates. For further information,  see Provision and
Allowance for Loan Losses on page 14.

                                       10
<PAGE>

OVERVIEW

Net income was  $1,012,000  or $.44 per diluted share for the three months ended
June 30, 2003,  compared  with  $877,000 or $.39 per diluted share for the three
months ended June 30, 2002,  an increase of 15%.  Net income was  $1,907,000  or
$.82 per diluted  share for the six months  ended June 30, 2003,  compared  with
$1,655,000  or $.74 per diluted share for the six months ended June 30, 2002, an
increase of 15%. Total assets were $435,444,000 as of June 30, 2003; equating to
a 20% growth in assets during the twelve months ended June 30, 2003.

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 six months ended June 30, 2003
and June 30, 2002:
<TABLE>
<CAPTION>
                                                              (In 000's)
                                                   2003                                   2002
                                                   ----                                   ----
                                     Average    Income/       Average      Average     Income/      Average
                                     Balance    Expense    Yield/Rate      Balance     Expense   Yield/Rate
                                ----------------------------------------------------------------------------

<S>                                 <C>          <C>            <C>       <C>           <C>           <C>
 Loans (1) (2)                      $257,598     $8,925         6.93%     $200,580      $7,897        7.87%
 Investment securities:
   Taxable                            85,865       1478         3.44%       68,833       1,652        4.80%
   Non-taxable (3)                    13,585        434         6.39%       14,238         406        5.70%
                                     -------    -------                    -------     -------

TOTAL LOANS AND INVESTMENT
SECURITIES                           357,048     10,837         6.07%      283,651       9,955        7.02%

 Due from banks, time                    100          2         4.00%          100           3        6.00%
 Federal funds sold                   21,820        119         1.09%       19,844         156        1.57%
                                     -------    -------                    -------     -------

TOTAL EARNING ASSETS                 378,968    $10,958         5.78%      303,595     $10,114        6.66%
                                     -------    -------                    -------     -------

 Cash and due from banks              24,292                                18,606
 Allowance for loan losses            (3,353)                               (2,885)
 Premises and equipment, net          11,171                                10,262
 Accrued interest receivable
   and other assets                   11,766                                10,859
                                     -------                                ------

TOTAL ASSETS                        $442,844                              $340,437
                                    ========                              ========

LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand          $162,083       $471         0.58%     $122,104        $500        0.82%
   Savings                            30,535         71         0.47%       23,904         113        0.95%
   Time                               82,012        815         1.99%       75,699       1,039        2.75%
                                     -------    -------                    -------     -------
                                     274,630      1,357                    221,707       1,652

   Long-term debt                     10,000        282         5.64%        1,709          39        4.56%
   Short-term borrowings               1,500          8         1.07%            0           0        0.00%
                                     -------    -------                    -------     -------
                                      11,500        290                      1,709          39
TOTAL INTEREST BEARING
LIABILITIES                          286,130     $1,647         1.15%      223,416      $1,691        1.51%
                                     -------    -------                    -------     -------

 Noninterest bearing DDA              96,576                                82,102
 Accrued interest payable
   and other liabilities               3,745                                 3,937
 Shareholders' equity                 36,393                                30,982
                                      ------                                ------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                $422,844                              $340,437
                                    ========                              ========

NET INTEREST INCOME                              $9,311                                 $8,423
                                                 ======                                 ======
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                          4.91%                                  5.55%
</TABLE>

                                       11
<PAGE>

(1) Average loans would include  nonaccrual loans. The Company had no nonaccrual
loans during 2003 or 2002.

(2) Loan interest  income  includes loan fee income of $538 and $563 for the six
months ended June 30, 2003 and June 30, 2002, respectfully.

(3) Average  yields shown are on a  taxable-equivalent  basis.  On a non-taxable
basis, 2003 interest income was $331 with an average yield of 4.87%; in 2002, on
a non-taxable  basis,  interest  income was $338 with an average yield of 4.75%.

(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 June 30, 2003 and June 30, 2002 was  $4,696,000
and  $4,364,000,  respectively.  These  results  equate to a 7%  increase in net
interest income for the second quarter of 2003 compared to the second quarter of
2002.  Loan fee income,  which is included  in interest  income from loans,  was
$280,000 for the three months ended June 30, 2003,  compared  with  $299,000 for
the three months ended June 30, 2002.  Net interest  income before the provision
for loan losses on a taxable-equivalent  basis for the six months ended June 30,
2003 and June  30,  2002 was  $9,311,000  and  $8,423,000,  respectively.  These
results  equate to an 11%  increase  in net  interest  income  for the first six
months of 2003  compared to the same period in 2002.  Loan fee income,  which is
included in interest  income from loans,  was  $538,000 for the six months ended
June 30, 2003,  compared  with  $563,000 for the six months ended June 30, 2002.
Taxable-equivalent  interest  income  increased  $310,000  or 6% in  the  second
quarter of 2003  compared  with the same  period of 2002.  The net  increase  of
$310,000  was  attributed  to an  increase  in  the  volume  of  earning  assets
accounting for  $1,368,000 of this increase,  offset by a decrease of $1,058,000
attributable  to lower  rates.  Interest  paid on  interest-bearing  liabilities
decreased $22,000 in the second quarter of 2003 compared with the second quarter
of 2002.  Although  increases  in the volume of  deposits  and other  borrowings
accounted  for an increase of $162,000 it was offset by $184,000  attributed  to
lower rates. The average balance of earning assets increased  $75,373,000 or 25%
during the twelve months ended June 30, 2003. Taxable-equivalent interest income
increased  $844,000 or 8% in the first six months of 2003 compared with the same
period of 2002.  The net increase of $844,000 was  attributed  to an increase in
the volume of earning assets accounting for $2,644,000 of this increase,  offset
by a decrease of $1,800,000  attributable to lower rates. The average balance of
interest-bearing  liabilities  increased $62,714,000 or 28% during the first six
month  of  2003  compared  with  the  same  period  in  2002.  Interest  paid on
interest-bearing  liabilities  decreased  $44,000  in 2003  compared  with 2002.
Although increases in the volume of deposits and other borrowings  accounted for
an increase of $475,000  it was offset by $519,000  attributed  to lower  rates.
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 first six months in 2003 over 2002  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)
                                                         2003 Over 2002
                                                         --------------
                                                  Volume       Rate      Total
                                                  -------    -------    -------

Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions                        $     0    $    (1)   $    (1)

   Investment Securities:
     Taxable                                          409       (583)      (174)
     Non-Taxable (1)                                  (19)        47         28
   Federal Funds Sold                                  15        (52)       (37)
   Loans                                            2,239     (1,211)     1,028
                                                  -------    -------    -------
   Total Interest and Fee Income                    2,644     (1,800)       844
                                                  -------    -------    -------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                             165       (194)       (29)
     Savings                                           32        (74)       (42)
     Time Deposits                                     89       (313)      (224)
                                                  -------    -------    -------
   Total Deposits                                     286       (581)      (295)

   Long-term Debt                                     189         54        243
   Short-term Borrowings                                0          8          8
                                                  -------    -------    -------
   Total Interest Expense                             472       (519)       (44)
                                                  -------    -------    -------
   Net Interest Income                            $ 2,169    $(1,281)   $   888
                                                  =======    =======    =======

(1) The interest earned is taxable-equivalent.

                                       13
<PAGE>

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 $50,000 and establishes  percentage  allowance  requirements  for all
other loans,  according to the  classification  as  determined  by the Company's
internal  grading  system.  As of June 30, 2003 the allowance for loan losses of
$3,373,000  represented  1.30% of loans  outstanding.  As of June 30, 2002,  the
allowance represented 1.43% of loans outstanding.  During the three months ended
June 30,  2003  $45,000  was  charged  to expense  for the loan loss  provision,
compared with $144,000 for the same period in 2002.  During the six months ended
June 30,  2003,  $90,000  was  charged to expense  for the loan loss  provision,
compared with $288,000 for the same period in 2002.There were net charge-offs of
$7,000  during the first six  months of 2003  compared  with no net  charge-offs
during the first six months of 2002.

The following table summarizes changes in the allowance for loan losses:

<TABLE>
<CAPTION>
                                                                (In 000's)
                                                        For the six months ended
                                                     June 30, 2003     June 30, 2002
<S>                                                         <C>               <C>
Balance, beginning of period                                $3,290            $2,717
Provision for loan losses                                       90               288
Loans charged off                                              (11)               (2)
Recoveries of loans previously charged off                       4                 2
                                                            ------            ------
Balance, end of period                                      $3,373            $3,005
                                                            ======            ======

Allowance for loan losses to total outstanding loans          1.30%             1.43%
</TABLE>

There were no loans on non-accrual  status as of June 30, 2003, June 30, 2002 or
December  31,  2002.  There  were no  loans 90 days or more  past due and  still
accruing  interest  or  restructured  loans at June 30,  2003,  June 30, 2002 or
December 31, 2002.

NON-INTEREST INCOME

Non-interest income, excluding gains on the sale of securities, was $728,000 for
the three months ended June 30, 2003  compared with $645,000 for the same period
in 2002, a 13% increase.  Non-interest  income,  excluding  gains on the sale of
securities  was  $1,437,000 for the six months ended June 30, 2003 compared with
$1,278,000  for the same period in 2002,  a 12%  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.

GAINS ON SECURITIES

Net gains of $331,000  and  $430,000 for the three and six months ended June 30,
2003,  respectively,  resulted  from  the  sale  of  several  available-for-sale
securities.  Net gains of $66,000  for the six months  ended June 30,  2002 also
resulted from the sale of several available-for-sale  securities.  There were no
gains or losses for the three months ended June 30, 2002.

NON-INTEREST EXPENSE

Non-interest  expense for the three months ended June 30, 2003 and June 30, 2002
was  $4,311,000  and  $3,455,000,  respectively,  a 25%  increase.  Non-interest
expense for the six months ended June 30, 2003 and June 30, 2002 was  $8,326,000
and $6,822,000,  respectively,  a 22% increase.  Salaries and employee  benefits
expense for the three  months ended June 30, 2003 and 2002 were  $2,252,000  and
$1,976,000, respectively, a 14% increase. Salaries and employee benefits expense
for the six months ended June 30, 2003 and 2002 were  $4,558,000 and $3,880,000,
respectively,  a 17%  increase.  The increase in 2003  resulted  from  increased
salaries  paid  to  Company   officers  and   employees,   and  an  increase  of
approximately ten full-time equivalent (FTE) employees from 134 at June 30, 2002
to 144 at June 30, 2003.  The increases in FTE were related to increasing  sales
activity and staffing new offices.  Occupancy expense for the three months ended
June 30, 2003 and 2002 were $318,000 and $218,000, respectively, a 46% increase.
Occupancy  expense for the six months ended June 30, 2003 and 2002 were $575,000
and $452,000, respectively, representing a 27% increase. The increase in 2003 is
attributed  to  opening  a branch  office  in March  2003 and  obtaining  rented
locations for Executive and Administration  offices.  Equipment expenses for the
three  months  ended  June  30,  2003  and  2002  was  $295,000  and   $466,000,
respectively,  representing  a decrease of 37%.  Equipment  expenses for the six
months ended June 30, 2003 and 2002 was $745,000 and $942,000,  respectively,  a
decrease  of  21%.  The  decrease  in  2003  was   primarily  due  to  increased
depreciation expense in 2002 resulting from accelerated depreciation on the host
banking  system,  which was replaced in July 2002.  Other expenses for the three
months  ended June 30,  2003 and June 30,  2002 were  $1,446,000  and  $795,000,
respectively,  approximately an 82% increase.  Other expenses for the six months
ended  June  30,  2003  and  June  30,  2002  were  $2,448,000  and  $1,548,000,
respectively,  a 58% increase.  Components of other  non-interest  expenses that
increased  materially were legal and professional fees. Legal fees were $290,000
and $400,000  for the three and six months  ended June 30,  2003,  respectively.
This  compares  with  $53,000 and  $100,000  for the same  periods in 2002.  The
increase  in legal fees is  primarily  due to  litigation  with our former  host
systems provider. Now that the suit has been settled, legal fees are expected to
be proportionately  less the remainder of 2003.  Professional fees were $187,000
and $308,000  for the three and six months  ended June 30,  2003,  respectively.
This  compares  with  $40,000  and  $76,000  for the same  periods in 2002.  The
increase  in   professional   fees  were  primarily  the  result  of  outsourced
information technology and consulting services.

                                       14
<PAGE>

INCOME TAXES

The Company  reported a provision for income tax for the three months ended June
30, 2003 and 2002 of $366,000 and $501,000, respectively. The Company reported a
provision  for  income tax for the six  months  ended June 30,  2003 and 2002 of
$752,000 and $934,000,  respectively.  Both the 2003 and 2002 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.  The Vintage Bank  established a
Real Estate  Investment Trust (REIT) subsidiary in February 2003, which provided
approximately  $60,000 in tax benefits  during the first  quarter of 2003 and an
additional $118,000 in tax benefits during the second quarter of 2003.

BALANCE SHEET

Total assets as of June 30, 2003 were $435,444,000 compared with $362,691,000 as
of June 30,  2002,  and  $416,458,000  at December  30,  2002  equating to a 20%
increase during the twelve months ended June 30, 2003, and a 5% increase for the
six  months  ended  June 30,  2003.  Total  deposits  as of June 30,  2003  were
$384,439,000 compared with $317,572,000 as of June 30, 2002, and $367,803,000 at
December  30, 2002  representing  a 21% increase  during the twelve  months then
ended,  and a 5% increase for the six months  ended June 30,  2003.  Gross loans
outstanding as of June 30, 2003 were $259,813,000  compared with $209,904,000 as
of June 30,  2002,  and  $237,627,000  at December  30,  2002  equating to a 24%
increase  during the twelve  months  then  ended and a 9%  increase  for the six
months ended June 30, 2003.

LOANS HELD FOR SALE

The Company had $19.5 million in purchased  participations  in mortgage loans as
of June 30, 2003. 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.

TRUST PREFERRED SECURITIES

On June 26, 2002, North Bay Statutory Trust I (Trust),  a Connecticut  statutory
business  trust and  wholly-owned  subsidiary  of North Bay Bancorp,  issued $10
million in floating rate Cumulative Trust Preferred Securities (Securities). The
Securities bear interest a rate of Libor plus 3.45% and had an initial  interest
rate of 5.34%;  currently the interest rate is 4.74%; 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. The principal
asset of the trust is a $10,310,000 floating rate subordinated  debenture of 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 June 30,
2003 liquid  assets were 31% of total  assets,  compared with 36% as of June 30,
2002.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICA)  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 June 30,  2003,  the  Company's  risk-based  capital
ratio was 14.49%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 13.50% and 11.00%, respectively.

                                       15
<PAGE>

As the following table indicates,  the Company  currently exceeds the regulatory
capital  minimum  requirements.  The Company is  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)
                               Amount        Ratio       Amount        Ratio         Amount           Ratio
                               ------        -----       ------        -----         ------           -----

<S>                           <C>           <C>         <C>            <C>          <C>              <C>
As of June 30, 2003:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $49,678       14.49%      $27,432       >8.00%        $34,290         >10.00%
                                                                      -                             -
      The Vintage Bank         29,726       11.24%       22,275       >8.00%         27,843         >10.00%
                                                                      -                             -
      Solano Bank               7,384       12.72%        4,920       >8.00%          6,150         >10.00%
                                                                      -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             46,305       13.50%       13,716       >4.00%         20,574          >6.00%
                                                                      -                              -
      The Vintage Bank         28,425       10.21%       11,137       >4.00%         16,706          >6.00%
                                                                      -                              -
      Solano Bank               7,315       11.90%        2,460       >4.00%          3,690          >6.00%
                                                                      -                              -
Tier I Capital (to
   Average Assets)
      Consolidated             46,305       11.00%       16,840       >4.00%         21,050          >5.00%
                                                                      -
      The Vintage Bank         28,425        9.65%       13,639       >4.00%         17,049          >5.00%
                                                                      -                              -
      Solano Bank               7,315        8.34%        3,032       >4.00%          3,790          >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 June 30, 2003
and  December  31, 2002 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, 2002.

                                       16
<PAGE>

                                     Item 4.

                             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Based on their  evaluation as of June 30, 2003,  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. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of their evaluation.

Changes in Internal Controls:

There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.  We are not aware of any significant  deficiencies or material
weaknesses; therefore no corrective actions were taken.

                                       17
<PAGE>

                                     PART 2
                                OTHER INFORMATION

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On July 25, 2002, Open  Solutions,  Inc.  ("OSI") filed a complaint  against the
Company in the United States  District  Court,  District of  Connecticut  (Civil
Action No. 302CV1284 JCH). The Company raised appropriate  affirmative  defenses
and  cross-complained.  On June 17, 2003, the  proceedings  were settled and the
action dismissed. The settlement had no material impact on earnings.

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

        (a) The Fourth  Annual  Meeting of the  shareholders  of the Company was
held on May 8, 2003.

        (b) Proxies for the meeting were  solicited  pursuant to Regulation  14A
under  the Act,  there  were no  solicitations  in  opposition  to  management's
nominees as listed in the proxy statement, and all such nominees were elected.

        (b) In addition to the election of directors  and aside from  procedural
            matters,  the  following  matters  were  voted  upon  at the  annual
            shareholders' meeting:

            o     A  proposal  to  amend  The  Company's   Bylaws  to  create  a
                  classified  Board  of  Directors.  The  affirmative  vote of a
                  majority of the Company's  outstanding shares was required for
                  approval.  At the Fourth Annual Meeting, the proposal to amend
                  the  Bylaws  to create a  classified  Board of  Directors  was
                  approved with 1,197,590  affirmative  votes. There were 34,042
                  negative votes and 11,641 abstaining votes.

            o     A  proposal  to  amend  the  Company's   Bylaws  to  eliminate
                  cumulative  voting.  The affirmative vote of a majority of the
                  Company's outstanding shares was required for approval. At the
                  Fourth  Annual  Meeting,  the  proposal to amend the Bylaws to
                  eliminate   cumulative  voting  was  approved  with  1,130,282
                  affirmative votes. There were 103,281 negative votes and 9,710
                  abstaining votes.

        (d) There was no  settlement  between the  Company and any other  person
terminating any solicitation subject to Rule 14a-11.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

        (b) On May 7,  2003 the  Company  filed a  Current  Report  on Form 8-K,
        reporting  the  issuance of a press  release  announcing  the  Company's
        earning for the quarter  ended March 31, 2003.  No Financial  statements
        were filed the Current Report 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: August 6, 2003                        BY:/s/ Terry L. Robinson
                                               ---------------------------------
                                                   Terry L. Robinson
                                                   President & CEO
                                                   Principal Executive Officer


Date: August 6, 2003                        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