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, 2002

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.)

                 1500 Soscol Avenue, Napa, California 94559-1314
                 -----------------------------------------------
           (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

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_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of August 13, 2002: 2,117,464

Pursuant to the Securities  Exchange  Commission's  Release No. 34-45589 ("Order
under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From
Certain  Provisions of the Act and Rules  Thereunder"),  no auditor reviewed the
unaudited  interim  financial   statements  contained  in  North  Bay  Bancorp's
Quarterly  Report on Form 10-Q for the quarter ended March 31, 2002. The interim
financial statements contained in the Company's March 2002 Quarterly Report have
been  subsequently  reviewed by KPMG,  LLP, the  Company's  current  independent
public  accountants.  There were no changes to the interim financial  statements
contained in the March 2002 Quarterly Report on Form 10-Q.



<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, in the
stock market, the public debt market and other capital markets and the impact of
such  conditions  of the Company;  (vi)  continued  changes in the interest rate
environment  may reduce  interest  margins  and  adversely  impact net  interest
income;  (vii) 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, 2002 and June
30, 2001 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, 2002 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>
<CAPTION>
                                                                                                    North Bay Bancorp
                                                                                              Consolidated Balance Sheets
                                                                                                      Unaudited

                                                                                      June 30,          June 30,        December 31,
Assets                                                                                  2002              2001              2001
                                                                                    ------------      ------------      ------------
<S>                                                                                 <C>               <C>               <C>
Cash and due from banks                                                             $ 14,135,000      $ 16,971,000      $ 19,311,000
Federal funds sold                                                                    26,648,000        45,436,000        18,000,000
Time deposits with other financial institutions                                          100,000           100,000           100,000
                                                                                    ------------      ------------      ------------
                     Total cash and cash equivalents                                  40,883,000        62,507,000        37,411,000
Investment Securities:
   Held-to-maturity                                                                    1,293,000         1,334,000         1,314,000
   Available-for-sale                                                                 88,713,000        63,874,000        83,565,000
   Equity securities                                                                   1,267,000         1,249,000         1,241,000
                                                                                    ------------      ------------      ------------
                     Total investment securities                                      91,273,000        66,457,000        86,120,000

Loans, net of allowance for loan losses of $3,005,000 in June, 2002
   $2,494,000 in June, 2001 and $2,717,000 in December, 2001                         206,899,000       169,196,000       183,548,000
Bank premises and equipment, net                                                      10,647,000         7,173,000         9,329,000
Accrued interest receivable and other assets                                          12,989,000         5,828,000        10,398,000
                                                                                    ------------      ------------      ------------
                          Total assets                                              $362,691,000      $311,161,000      $326,806,000
                                                                                    ============      ============      ============
Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                             $ 86,419,000      $ 70,198,000      $ 77,117,000
   Interest bearing                                                                  231,153,000       209,010,000       215,324,000
                                                                                    ------------      ------------      ------------
                          Total deposits                                             317,572,000       279,208,000       292,441,000

Long term debt                                                                                 0         2,308,000         1,846,000
                                                                                    ------------      ------------      ------------
                          Total borrowings                                                     0         2,308,000         1,846,000

Accrued interest payable and other liabilities                                         2,724,000         1,648,000         2,539,000
                                                                                    ------------      ------------      ------------
                          Total liabilities                                          320,296,000       283,164,000       296,826,000

Floating rate subordinated debenture (trust preferred securities)                     10,000,000                 0                 0
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 - 2,098,313 shares in June 2002,
   1,956,040 shares in June, 2001, and 1,960,902 in December, 2001                    24,833,000        21,873,000        21,973,000
Retained earnings                                                                      6,560,000         5,608,000         7,454,000
Accumulated other comprehensive income                                                 1,002,000           516,000           553,000
                                                                                    ------------      ------------      ------------
                     Total shareholders' equity                                       32,395,000        27,997,000        29,980,000

             Total liabilities and shareholders' equity                             $362,691,000      $311,161,000      $326,806,000
                                                                                    ============      ============      ============
</TABLE>


The accompanying notes are an integral part of these statements


                                       3

<PAGE>
<TABLE>
<CAPTION>
                                                                          North Bay Bancorp
                                                                   Consolidated Income Statements
                                                                            (Unaudited)


                                                     Three Months Ended                    Six Months Ended
                                                June 30,           June 30,          June 30,            June 30,
                                                  2002               2001              2002                2001
                                              -----------        -----------        -----------        -----------
<S>                                           <C>                <C>                <C>                <C>
Interest Income

   Loans (including fees)                     $ 4,096,000        $ 3,792,000        $ 7,897,000        $ 7,381,000
   Federal funds sold                              98,000            361,000            156,000            605,000
   Investment securities - taxable                790,000            768,000          1,655,000          1,523,000
   Investment securities - tax exempt             189,000            165,000            338,000            332,000
                                              -----------        -----------        -----------        -----------
Total interest income                           5,173,000          5,086,000         10,046,000          9,841,000

Interest Expense

   Deposits                                       817,000          1,639,000          1,652,000          3,202,000
   Short term borrowings                                0                  0                  0              2,000
   Long term debt                                  24,000             44,000             39,000            107,000
                                              -----------        -----------        -----------        -----------
Total interest expense                            841,000          1,683,000          1,691,000          3,311,000

Net interest income                             4,332,000          3,403,000          8,355,000          6,530,000

Provision for loan losses                         144,000            111,000            288,000            222,000
                                              -----------        -----------        -----------        -----------

Net interest income after
   provision for loan losses                    4,188,000          3,292,000          8,067,000          6,308,000

Non interest income                               645,000            567,000          1,278,000          1,112,000
Gains on securities transactions, net                   0                  0             66,000                  0
                                              -----------        -----------        -----------        -----------
Total non interest income                         645,000            567,000          1,344,000          1,112,000

Non interest expenses

   Salaries and employee benefits               1,976,000          1,542,000          3,880,000          2,950,000
   Occupancy                                      218,000            200,000            452,000            421,000
   Equipment                                      466,000            343,000            942,000            673,000
   Other                                          795,000            790,000          1,548,000          1,502,000
                                              -----------        -----------        -----------        -----------
Total non interest expense                      3,455,000          2,875,000          6,822,000          5,546,000
                                              -----------        -----------        -----------        -----------
Income before provision for
   income taxes                                 1,378,000            984,000          2,589,000          1,874,000

Provision for income taxes                        501,000            362,000            934,000            698,000
                                              -----------        -----------        -----------        -----------

Net income                                    $   877,000        $   622,000        $ 1,655,000        $ 1,176,000
                                              ===========        ===========        ===========        ===========

Basic earnings per common share:              $      0.42        $      0.30        $      0.80        $      0.57
                                              ===========        ===========        ===========        ===========
Diluted earnings per common share:            $      0.41        $      0.30        $      0.78        $      0.57
                                              ===========        ===========        ===========        ===========
</TABLE>

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 Six Months Ended
                                                                               June 30, 2002
                                                                               (Unaudited)

                                                                                        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, 2001               1,960,902     $ 21,973,000     $  7,454,000     $    553,000     $ 29,980,000

Stock dividend                              97,408        2,143,000       (2,157,000)                          (14,000)
Cash dividend                                                               (392,000)                         (392,000)
Comprehensive income:
    Net income                                                             1,655,000                         1,655,000  $  1,655,000
    Other comprehensive loss, net of
      tax:
      Change in net unrealized
        losses on
        available-for-sale
        securities, net of tax                                                                449,000          449,000       449,000
                                                                                                                        ------------
Comprehensive income                                                                                                    $  2,104,000
                                                                                                                        ============
Stock options exercised                     40,003          717,000                                            717,000
                                      ------------     ------------                                       ------------
BALANCE, JUNE 30, 2002                   2,098,313     $ 24,833,000     $  6,560,000     $  1,002,000     $ 32,395,000
                                      ============     ============     ============     ============     ============
</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)

                                                      Six Months Ended June 30,
                                                         2002        2001
                                                       --------    --------
Cash Flows From Operating Activities:

Net income                                             $  1,655    $  1,176
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                             723         515
  Provision for loan losses                                 288         222
  Amortization of deferred loan fees                       (244)       (200)
  Premium amortization (discount accretion), net            467          (6)
  Gain on securities transactions                           (66)          0
  Loss on sale of capital assets                              1           0
   Changes in:
    Interest receivable and other assets                 (2,702)      1,021
    Interest payable and other liabilities                  185         223
                                                       --------    --------
   Net cash provided by operating activities                307       2,951
                                                       --------    --------

Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments            21          19
Investment securities available-for-sale:
  Proceeds from maturities and principal payments        20,582       7,844
  Proceeds from sale of securities                        5,112           0
  Purchases                                             (30,476)    (13,950)
Equity securities:
  Proceeds from sale of securities                           10          23
  Purchases                                                 (36)        (40)
Net increase in loans                                   (23,395)    (19,210)
Sale of capital assets                                        1           0
Capital expenditures                                     (2,043)     (2,446)
                                                       --------    --------
   Net cash used in investing activities                (30,224)    (27,760)
                                                       --------    --------

Cash Flows From Financing Activities:
Net increase in deposits                                 25,131      62,570
Repayment of long-term debt                              (1,846)       (461)
Stock options exercised                                     510         134
Proceeds from issuance of Trust Preferred Securities     10,000           0
Dividends paid                                             (406)       (383)
                                                       --------    --------
   Net cash provided by financing activities             33,389      61,860
                                                       --------    --------
Net increase in cash and cash equivalents                 3,472      37,051
Cash and cash equivalents at beginning of year           37,411      25,456
                                                       --------    --------
Cash and cash equivalents at end of period             $ 40,883    $ 62,507
                                                       ========    ========

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                        $  1,856    $  2,900
  Taxes paid                                           $    991    $    271
  Retired assets                                       $      0    $     15


The accompanying notes are an integral part of these statements


                                       6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                  June 30, 2002

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 was opened July 17,
2000.  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,
2002 and 2001, 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, 2001.

NOTE 2 - Commitments

The Company has 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 28, 2002. 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  reconciles the numerator and  denominator of the Basic and
Diluted earnings per share computations:
<TABLE>
<CAPTION>
                                                         Weighted Average          Per-Share
                                     Net Income              Shares                 Amount
                                     ----------              ------                 ------
                                           For the three months ended June 30, 2002
                                           ----------------------------------------
<S>                                  <C>                    <C>                     <C>
  Basic earnings per share           $877,000               2,080,851               $0.42
  Dilutive effect of stock options                             62,946
  Diluted earnings per share                                2,143,797               $0.41

                                           For the three months ended June 30, 2001
                                           ----------------------------------------
  Basic earnings per share           $622,000               2,053,842               $0.30
  Dilutive effect of stock options                             22,094
  Diluted earnings per share                                2,075,936               $0.30

                                                         Weighted Average          Per-Share
                                     Net Income              Shares                 Amount
                                     ----------              ------                 ------
                                           For the six months ended June 30, 2002
                                           --------------------------------------
  Basic earnings per share           $1,655,000             2,070,461               $0.80
  Dilutive effect of stock options                             58,645
  Diluted earnings per share                                2,129,106               $0.78

                                           For the six months ended June 30, 2001
                                           --------------------------------------
  Basic earnings per share           $1,176,000             2,048,840               $0.57
  Dilutive effect of stock options                             25,189
  Diluted earnings per share                                2,074,029               $0.57
</TABLE>

NOTE 4- Segment Reporting

The Company's  operating  segments consist of its traditional  community banking
activities  provided  through its Banks and  activities  related to the Bancorp.
Community banking  activities  include the Banks' commercial and retail lending,
deposit  gathering  and  investment  and  liquidity  management  activities.  As
permitted,  the Company has  aggregated  the results of the  separate  banks and
branches  into a single  reportable  segment,  and the  Bancorp  activities  are
reported as "Other".  The Bancorp provides services such as, Data Processing and
Management services to the Banks'.

The  components  of the Company's  business  segments for the three months ended
June 30, 2002 were as follows:


                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                        (In 000's)

                                      Community           Intersegment
                                       Banking    Other    Adjustments  Consolidated
                                      -------    -------     -------     -------
<S>                                   <C>        <C>               <C>   <C>
Interest Income                       $ 5,173    $     0           0     $ 5,173
Interest Expense                          817         24           0         841
                                      -------    -------     -------     -------
   Net Interest Income                  4,356        (24)          0       4,332

Provision for loan losses                 144          0           0         144
Equity in net income of
subsidiaries                                0        982        (982)          0
Noninterest Income                        687      1,392      (1,434)        645
Noninterest Expense                     3,346      1,543      (1,434)      3,455
                                      -------    -------     -------     -------
Income Before Tax                       1,553        807        (982)      1,378
Provision for
   Income Taxes                           571        (70)          0         501
                                      -------    -------     -------     -------
Net Income                            $   982    $   877     ($  982)    $   877
                                      -------    -------     -------     -------
</TABLE>

The  components  of the Company's  business  segments for the three months ended
June 30, 2001 were as follows:
<TABLE>
<CAPTION>
                                                        (In 000's)


                                      Community           Intersegment
                                       Banking    Other    Adjustments  Consolidated
                                      -------    -------     -------     -------
<S>                                   <C>        <C>         <C>         <C>
Interest Income                       $ 5,086    $     0     $     0     $ 5,086
Interest Expense                        1,640         43           0       1,683
                                      -------    -------     -------     -------
   Net Interest Income                  3,446        (43)          0       3,403

Provision for loan losses                 111          0           0         111
Equity in net income of
subsidiaries                                0        659        (659)          0
Noninterest Income                        609      1,335      (1,377)        567
Noninterest Expense                     2,896      1,356      (1,377)      2,875
                                      -------    -------     -------     -------
Income Before Tax                       1,048        595        (659)        984
Provision for
   Income Taxes                           389        (27)          0         362
                                      -------    -------     -------     -------
Net Income                            $   659    $   622     ($  659)    $   622
                                      -------    -------     -------     -------
</TABLE>

The components of the Company's  business segments for the six months ended June
30, 2002 were as follows:
<TABLE>
<CAPTION>

                                                        (In 000's)


                                      Community           Intersegment
                                       Banking    Other    Adjustments  Consolidated
                                     --------   --------    --------    --------
<S>                                  <C>        <C>         <C>         <C>
Interest Income                      $ 10,059   $      0    ($    13)   $ 10,046
Interest Expense                        1,665         39         (13)      1,691
                                     --------   --------    --------    --------
   Net Interest Income                  8,394        (39)          0       8,355

Provision for loan losses                 288          0           0         288
Equity in net income of
subsidiaries                                0      1,890      (1,890)          0
Noninterest Income                      1,427      2,742      (2,825)      1,344
Noninterest Expense                     6,548      3,099      (2,825)      6,822
                                     --------   --------    --------    --------
Income Before Tax                       2,985      1,494      (1,890)      2,589
Provision for
   Income Taxes                         1,095       (161)          0         934
                                     --------   --------    --------    --------
Net Income                           $  1,890   $  1,655    ($ 1,890)   $  1,655
                                     --------   --------    --------    --------

Assets                               $359,290   $ 43,818    ($40,417)   $362,691
Loans, Net                            206,899          0           0     206,899
Deposits                              326,175          0      (8,603)    317,572
Equity                                 31,814     32,395     (31,814)     32,395
</TABLE>

The components of the Company's  business segments for the six months ended June
30, 2001 were as follows:


                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                        (In 000's)


                                      Community           Intersegment
                                       Banking    Other    Adjustments  Consolidated
                                     --------   --------    --------    --------
<S>                                  <C>        <C>         <C>         <C>
Interest Income                      $  9,841   $      0    $      0    $  9,841
Interest Expense                        3,205        106           0       3,311
                                     --------   --------    --------    --------
   Net Interest Income                  6,636       (106)          0       6,530

Provision for loan losses                 222          0           0         222
Equity in net income of
subsidiaries                                0      1,491      (1,491)          0
Noninterest Income                      1,197      2,204      (2,289)      1,112
Noninterest Expense                     5,195      2,640      (2,289)      5,546
                                     --------   --------    --------    --------
Income Before Tax                       2,416        949      (1,491)      1,874
Provision for
   Income Taxes                           925       (227)          0         698
                                     --------   --------    --------    --------
Net Income                           $  1,491   $  1,176    ($ 1,491)   $  1,176
                                     --------   --------    --------    --------

Assets                               $308,999   $ 30,907    ($28,745)   $311,161
Loans, Net                            169,196          0           0     169,196
Deposits                              280,874          0      (1,666)    279,208
Equity                                 27,079     27,997     (27,079)     27,997
</TABLE>

NOTE 5 - Impact of Recently Issued Accounting Standards

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after  June  30,  2001  as  well  as  all  purchase  method  business
combinations  completed  after  June 30,  2001.  Statement  141  also  specifies
criteria  intangible  assets acquired in a purchase method business  combination
must meet to be recognized  and reported  apart from  goodwill,  noting that any
purchase  price  allocable to an assembled  workforce  may not be accounted  for
separately.  Statement  142 requires that  goodwill and  intangible  assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 also requires that intangible assets with definite useful lives be
amortized  over  their  respective  estimated  useful  lives to their  estimated
residual  values,  and reviewed for impairment in accordance  with SFAS No. 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Be Disposed Of.

The Company  adopted the  provisions  of  Statement  141 in fiscal year 2001 and
Statement 142 effective January 1, 2002. Goodwill and intangible assets acquired
in business combinations completed before July 1, 2001 continued to be amortized
prior to the adoption of  Statement  142. The Company does not have any goodwill
and intangible assets acquired in business combinations completed before July 1,
2001. The adoption of Statements No. 141 and 142 did not have a material  impact
on the financial condition or operating results of the Company.

NOTE 6 - Accounting for Asset Retirement Obligations

The Financial  Accounting  Standards Board (FASB) recently issued  Statement No.
143, Accounting for Asset Retirement  Obligations in August 2001. This Statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.

As a result,  FASB  Statement  No. 143 applies to all  entities  that have legal
obligations  associated  with the retirement of long-lived  tangible assets that
result  from the  acquisition,  construction,  development  or normal use of the
asset. As used in this Statement,  a legal obligation results from existing law,
statute,  ordinance,  written or oral contract,  or by legal  construction  of a
contract under the doctrine of promissory estoppel.

Statement  No. 143 requires an  enterprise  to record the fair value of an asset
retirement  obligation  as a liability  in the period in which it incurs a legal
obligation  associated with the retirement of a tangible long-lived asset. Since
the  requirement is to recognize the obligation  when incurred,  approaches that
have been used in the past to accrue the asset  retirement  obligation  over the
life of the asset are no longer acceptable.  Statement No. 143 also requires the
enterprise to record the contra to the initial  obligation as an increase to the
carrying  amount of the related  long-lived  asset (i.e.,  the associated  asset
retirement  costs) and to depreciate that cost over the remaining useful life of
the asset.  The  liability  is changed at the end of each  period to reflect the
passage of time (i.e.,  accretion  expense) and changes in the estimated  future
cash flows  underlying  the  initial  fair value  measurement.  Enterprises  are
required to adopt  Statement No. 143 for fiscal years  beginning  after June 15,
2002.  Early  adoption is  encouraged.  The Company does not expect  adoption of
Statement  No.  143 to have a  material  impact on the  financial  condition  or
operating results of the Company.

NOTE 7 - Accounting for the Impairment or Disposal of Long-Lived Assets

On October  3, 2001,  the  Financial  Accounting  Standards  Board  issued  FASB
Statement  No. 144,  Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets, which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. While Statement No. 144 supersedes FASB Statement
No. 121, Accounting for the Impairment


                                       10
<PAGE>

of  Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of, it retains
many of the fundamental provisions of that Statement.

Statement No. 144 also supersedes the accounting and reporting provisions of APB
Opinion No. 30,  Reporting the Results of  Operations--Reporting  the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions,  for the disposal of a segment of a business.
However,  it  retains  the  requirement  in  Opinion  30  to  report  separately
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale, abandonment,  or in a distribution to
owners) or is classified as held for sale. By  broadening  the  presentation  of
discontinued  operations  to include more  disposal  transactions,  the FASB has
enhanced  management's  ability to  provide  information  that  helps  financial
statement  users to assess the effects of a disposal  transaction on the ongoing
operations of an entity.  The Company adopted the provisions of Statement 144 on
January 1,  2002.  The  adoption  of  Statement  No. 144 did not have a material
impact on the financial condition or operating results of the Company.

NOTE 8 - Rescission  of SFAS No. 4, 44, and 64,  Amendments  of SFAS No. 13, and
Technical Corrections

Statement  Financial  Accounting  Standards  No. 145 rescinds  SFAS No. 4, which
requires all gains and losses from  extinguishment of debt to be aggregated and,
if material,  classified as an  extraordinary  item,  net of related  income tax
effect. As a result, the criteria in Opinion No. 30 will now be used to classify
those  gains  and  losses.  SFAS No.  64  amended  SFAS No.  4, and is no longer
necessary because SFAS No. 4 has been rescinded.

The accounting,  disclosure and financial  statements  provision of SFAS No. 145
are effective for financial  statements in fiscal years beginning after May, 15,
2002.  Any gain or loss on  extinguishment  of debt  that was  classified  as an
extraordinary item in prior periods presented that does not meet the criteria in
Opinion  No.  30  for   classification   as  an  extraordinary   item  shall  be
reclassified.  The implementation of Statement No. 145 is not expected to have a
material impact on the financial condition or operating results of the Company.

NOTE 9 - Accounting for Costs Associated with Exit or Disposal Activities

The  Financial  Accounting  Standards  Board  issued  FASB  Statement  No.  146,
Accounting for Costs  Associated with Exit or Disposal  Activities,  (SFAS 146),
which requires the Company to recognize  costs  associated with exit or disposal
activities  when they are incurred rather than at the date of a commitment to an
exit or disposal  plan.  SFAS 146 replaces  Emerging  Issues Task Force ("EITF")
Issue  No.  94-3,  "Liability  Recongnition  for  Certain  Employee  Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a Restructuring)." The provisions of SFAS 146 are to applied prospectively to
exit or disposal activities initiated after December 31, 2002.


                                       11
<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, 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.

OVERVIEW

Net income was  $877,000 or $.41 per diluted  share for the three  months  ended
June 30, 2002,  compared  with  $622,000 or $.30 per diluted share for the three
months ended June 30, 2001,  an increase of 41%.  Net income was  $1,655,000  or
$.78 per diluted  share for the six months  ended June 30, 2002,  compared  with
$1,176,000  or $.57 per diluted share for the six months ended June 30, 2001, an
increase of 41%. Total assets were $362,691,000 as of June 30, 2002; equating to
a 17% growth in assets during the twelve months ended June 30, 2002.

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, 2002
and June 30, 2001:
<TABLE>
<CAPTION>
                                                                               (In 000's)
                                                              2002                                    2001
                                                              ----                                    ----
                                             Average         Income/       Average    Average        Income/     Average
                                             Balance         Expense     Yield/Rate   Balance        Expense    Yield/Rate
                                           ------------------------------------------------------------------------------------
<S>                                        <C>              <C>             <C>      <C>             <C>           <C>
 Loans(1)(2)                               $ 200,580        $   7,897       7.87%    $ 163,007       $   7,381     9.06%
 Investment securities:
   Taxable                                    68,833            1,652       4.80%       47,430           1,520     6.41%
   Non-taxable(3)                             14,238              406       5.70%       13,828             420     6.07%
                                           ---------        ---------                ---------       ---------

TOTAL LOANS AND INVESTMENT
SECURITIES                                   283,651            9,955       7.02%      224,265           9,321     8.31%

 Due from banks, time                            100                3       6.00%          100               3     6.00%
 Federal funds sold                           19,844              156       1.57%       28,203             605     4.29%
                                           ---------        ---------                ---------       ---------


TOTAL EARNING ASSETS                         303,595        $  10,114       6.66%      252,568       $   9,929     7.86%
                                           ---------        ---------                ---------       ---------

 Cash and due from banks                      18,606                                    15,467
 Allowance for loan losses                    (2,885)                                   (2,400)
 Premises and equipment, net                  10,262                                     6,687
 Accrued interest receivable
   and other assets                           10,859                                     6,065
                                           ---------                                 ---------
</TABLE>


                                       12
<PAGE>
<TABLE>

<S>                                        <C>              <C>             <C>        <C>           <C>           <C>
TOTAL ASSETS                               $ 340,437                                 $ 278,387
                                           =========                                 =========

LIABILITIES AND SHAREHOLDERS'
EQUITY

 Deposits:
   Interest bearing demand                 $ 122,104        $     500       0.82%      $92,126       $   1,239     2.69%
   Savings                                    23,904              113       0.95%       18,393             129     1.40%
   Time                                       75,699            1,039       2.75%       70,568           1,834     5.20%
                                           ---------        ---------                ---------       ---------
                                             221,707            1,652                  181,087           3,202

   Long-term debt                              1,709               39       4.56%        2,461             107     8.70%
   Short-term borrowings                           0                0       0.00%           90               2     4.44%
                                               1,709               39                    2,551             109

TOTAL INTEREST BEARING
 LIABILITIES                                 223,416        $   1,691       1.51%      183,638       $   3,311     3.61%
                                           ---------        ---------                ---------       ---------

 Noninterest bearing DDA                      82,102                                    65,778
 Accrued interest payable
   and other liabilities                       3,937                                     1,542
 Shareholders' equity                         30,982                                    27,429
                                           ---------                                 ---------
TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                      $ 340,437                                 $ 278,387
                                           =========                                 =========
NET INTEREST INCOME                                         $   8,423                                $   6,618
                                                            =========                                =========
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                       5.55%                                    5.24%
</TABLE>

(1) Average loans would include  nonaccrual loans. The Company had no nonaccrual
loans during 2002 or 2001.

(2) Loan  interest  income  includes loan fee income of $563 in 2002 and $452 in
2001 for the six months ended June 30, 2002 and June 30, 2001, respectfully.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2002
interest  income was $338 with an average  yield of 4.75%;  in 2001  non-taxable
income was $332 and the  average  yield was 4.80%.

(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, 2002 and June 30, 2001 was  $4,368,000
and  $3,447,000,  respectively.  These  results  equate to a 27% increase in net
interest income for the second quarter of 2002 compared to the second quarter of
2001.  Loan fee income,  which is included  in interest  income from loans,  was
$299,000 for the three months ended June 30, 2002,  compared  with  $255,000 for
the three months ended June 30, 2001.  Net interest  income before the provision
for loan losses on a taxable-equivalent  basis for the six months ended June 30,
2002 and June  30,  2001 was  $8,423,000  and  $6,618,000,  respectively.  These
results equate to a 27% increase in net interest income for the first six months
of 2002 compared to the same period in 2001. Loan fee income,  which is included
in interest  income from loans,  was  $563,000 for the six months ended June 30,
2002,   compared  with  $452,000  for  the  six  months  ended  June  30,  2001.
Taxable-equivalent interest income increased $79,000 or 2% in the second quarter
of 2002 compared  with the same period of 2001.  The net increase of $79,000 was
attributed  to an  increase  in the  volume of  earning  assets  accounting  for
$1,028,000 of this increase,  offset by a decrease of $949,000  attributable  to
lower rates. Interest paid on interest-bearing liabilities decreased $842,000 in
2002 in the second  quarter of 2002  compared  with the second  quarter of 2001.
Although increases in the volume of deposits and other borrowings  accounted for
an increase of $195,000 it was offset by  $1,037,000  attributed to lower rates.
The average  balance of earning assets  increased  $51,027,000 or 20% during the
twelve months ended June 30, 2002.  Taxable-equivalent interest income increased
$185,000 or 2% in the first six months of 2002  compared with the same period of
2001.  The net increase of $185,000 was  attributed to an increase in the volume
of earning  assets  accounting  for  $2,224,000  of this  increase,  offset by a
decrease of  $2,039,000  attributable  to lower  rates.  The average  balance of
interest-bearing  liabilities  increased $39,778,000 or 22% during the first six
month  of  2002  compared  with  the  same  period  in  2001.  Interest  paid on
interest-bearing liabilities decreased $1,620,000 in


                                       13
<PAGE>

2002 compared with 2001.  Although increases in the volume of deposits and other
borrowings  accounted  for an increase  of $540,000 it was offset by  $2,160,000
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.

The following  table sets forth a summary of the changes in interest  earned and
interest paid for the first six months in 2002 over 2001  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)
                                                         2002 Over 2001
                                                         --------------
                                                 Volume      Rate        Total
                                              ----------------------------------

Increase (Decrease) In
 Interest and Fee Income

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

   Investment Securities:
     Taxable                                      686         (554)         132
     Non-Taxable(1)                                12          (26)         (14)
   Federal Funds Sold                            (179)        (270)        (449)
   Loans                                        1,705       (1,189)         516
                                              ----------------------------------
   Total Interest and Fee Income                2,224       (2,039)         185
                                              ----------------------------------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                         403       (1,142)        (739)
     Savings                                       38          (54)         (16)
     Time Deposits                                134         (929)        (795)
                                              ----------------------------------
   Total Deposits                                 575       (2,125)      (1,550)

   Long-term Debt                                 (33)         (35)         (68)
   Short-term Borrowings                           (2)           0           (2)
                                              ----------------------------------
   Total Interest Expense                         540       (2,160)      (1,620)
                                              ----------------------------------
   Net Interest Income                        $ 1,684      $   121      $ 1,805
                                              ==================================

(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 $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, 2002 the allowance for loan losses of
$3,005,000  represented  1.43% of loans  outstanding.  As of June 30, 2001,  the
allowance  represented 1.45% of loans  outstanding.  During the six months ended
June 30, 2002,


                                       14
<PAGE>

$288,000  was  charged to expense  for the loan loss  provision,  compared  with
$222,000 for the same period in 2001.  There were no net charge-offs  during the
first six months of 2002,  compared with net  recoveries of $4,000 for the first
six months of 2001. The following table summarizes  changes in the allowance for
loan losses:

                                                               (In 000's)
                                                           June 30,     June 30,
                                                             2002         2001
Balance, beginning of period                               $ 2,717      $ 2,268
Provision for loan losses                                      288          222
Loans charged off                                               (2)           0
Recoveries of loans previously charged off                       2            4
                                                           -------      -------
Balance, end of period                                     $ 3,005      $ 2,494
                                                           =======      =======

Allowance  for loan  losses  to  total  outstanding
loans                                                         1.43%        1.45%

There were no loans on non-accrual  status as of June 30, 2002, June 30, 2001 or
December 31, 2001.

NON-INTEREST INCOME

Non-interest  income was  $645,000  for the three  months  ended  June 30,  2002
compared with $567,000 for the same period in 2001, a 14% increase. Non-interest
income was  $1,278,000  for the six  months  ended  June 3, 2002  compared  with
$1,112,000  for the same period in 2001,  a 15%  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 gain of $66,000  for the six months  ended June 30, 2002  resulted  from the
sale of several available-for-sale  securities. There were no gains or losses on
securities  for the three  months  ended  June 30,  2002 or 2001 and no gains or
losses on securities during the six months ended June 30, 2001.

NON-INTEREST EXPENSE

Non-interest  expense for the three months ended June 30, 2002 and June 30, 2001
was  $3,455,000  and  $2,875,000,  respectively,  a 20%  increase.  Non-interest
expense for the six months ended June 30, 2002 and June 30, 2001 was  $6,822,000
and $5,546,000,  respectively,  a 23% increase.  The increase  compared with the
prior  reporting  period is primarily due to the Company  opening two new branch
offices during the first quarter of 2002. Salaries and employee benefits expense
for the  three  months  ended  June  30,  2002  and  2001  were  $1,976,000  and
$1,542,000, respectively, a 28% increase. Salaries and employee benefits expense
for the six months ended June 30, 2002 and 2001 were  $3,880,000 and $2,950,000,
respectively,  a 32%  increase.  The increase in 2002  resulted  from  increased
salaries  paid  to  Company   officers  and   employees,   and  an  increase  of
approximately nine full-time  equivalent  employees from 125 at June 30, 2001 to
134 at June 30, 2002. The Company continued to strengthen its management team by
hiring six additional managers over 2001. Occupancy expense for the three months
ended June 30, 2002 and 2001 were  $218,000  and  $200,000,  respectively,  a 9%
increase. Occupancy expense for the six months ended June 30, 2002 and 2001 were
$452,000 and $421,000, respectively, representing a 7% increase. The increase in
2002 is  attributed  to opening two branch  offices in January  2002,  offset by
rental  income from leases at the  Vacaville  property,  which was  purchased by
Solano  Bank  mid-2001.  The  Company  had six branch  offices at June 30,  2001
compared  with eight at June 30, 2002.  Equipment  expenses for the three months
ended  June  30,  2002  and  2001  was  $466,000  and  $343,000,   respectively,
representing  an increase of 36%.  Equipment  expenses  for the six months ended
June 30, 2002 and 2001 was $942,000 and $673,000,  respectively,  an increase of
40%. The  increase  was  primarily  due to an increase in  depreciation  expense
resulting from  accelerated  depreciation on the host banking system,  which was
replaced in 2002, as well as furniture and  equipment  depreciation  expenses of
the two new branch  offices.  Other expenses for the three months ended June 30,
2002 and June 30, 2001 were $795,000 and $790,000, respectively, approximately a
1% increase.  Other expenses for the six months ended June 30, 2002 and June 30,
2001 were $1,548,000 and $1,502,000,  respectively,  a 3% increase. The increase
from last year is primarily due to costs  associated with operating eight branch
offices in 2002 in comparison to six in 2001.

INCOME TAXES

The Company  reported a provision for income tax for the three months ended June
30, 2002 and 2001 of $501,000 and $362,000, respectively. The Company reported a
provision  for  income tax for the six  months  ended June 30,  2002 and 2001 of
$934,000 and $698,000,  respectively.  Both the 2002 and 2001 provisions reflect
tax  accruals  at  statutory  rates for both  federal  and state  income  taxes,
adjusted  primarily  for the effect of the Company's  investments  in tax-exempt
municipal securities and bank owned life insurance policies.

BALANCE SHEET

Total assets as of June 30, 2002 were $362,691,000 compared with $311,161,000 as
of June 30,  2001,  and  $326,806,000  at December  30,  2001  equating to a 17%
increase  during the twelve months ended June 30, 2002,  and an 11% increase for
the six months  ended June 30,  2002.  Total  deposits  as of June 30, 2002 were
$317,572,000 compared with $279,208,000 as of June 30, 2001, and $292,441,000 at
December  30, 2001  representing  a 14% increase  during the twelve  months then
ended,  and a 9%  increase  for  the six  months  ended  June  30,  2002.  Loans
outstanding as of June 30, 2002 were $209,904,000  compared with $171,690,000 as
of June 30,  2001,  and  $186,265,000  at December  30,  2001  equating to a 22%
increase  during the twelve  months  then ended and a 13%  increase  for the six
months ended June 30, 2002.


                                       15
<PAGE>

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 a rate of Libor plus 3.45% and have an initial  interest rate of
5.34%;  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  subordinated  debenture  bears an
initial  interest rate of 5.34%,  and matures June 26, 2032,  subject to earlier
redemption  under certain  circumstances.  North Bay Bancorp owns all the common
securities of the Trust.

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.

BORROWINGS

The Company had a $3,000,000  unsecured loan with Union Bank of California  that
was to mature in 2003 with principal and interest  payments due  quarterly.  The
loan was a variable rate loan tied to Union Bank's  reference  rate. The Company
paid the loan in full in June,  2002 with the  proceeds  of the Trust  Preferred
Securities.

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,
2002 liquid  assets were 36% of total  assets,  compared with 41% as of June 30,
2001. The Bancorp is primarily  dependent on the funds received from  Management
Fees charged to the  subsidiary  Banks' and the proceeds of the Trust  Preferred
Securities to service its commitments and capital purchases.

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,  2002,  the  Company's  risk-based  capital
ratio was 15.48%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 14.44% and 12.03%, respectively.

As the following  table  indicates,  the Bank  currently  exceeds the regulatory
capital  minimum  requirements.   The  Bank  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, 2002:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $44,399       15.48%      $22,937       >8.00%        $28,671         >10.00%
                                                                      -                             -
      The Vintage Bank         26,099       10.92%       19,114       >8.00%         23,892         >10.00%
                                                                      -                             -
       Solano Bank              7,720       17.41%        3,548       >8.00%          4,435         >10.00%
                                                                      -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             41,393       14.44%       11,468       >4.00%         17,202          >6.00%
                                                                      -                              -
      The Vintage Bank         23,313        9.76%        9,557       >4.00%         14,335          >6.00%
                                                                      -                              -
       Solano Bank              7,500       16.91%        1,774       >4.00%          2,661          >6.00%
                                                                      -                              -
Tier I Capital (to
   Average Assets)
      Consolidated             41,393       12.03%       13,767       >4.00%         20,650          >5.00%
                                                                      -
      The Vintage Bank         23,313        8.06%       11,575       >4.00%         17,363          >5.00%
                                                                      -                              -
       Solano Bank              7,500       17.41%        2,192       >4.00%          3,288          >5.00%
                                                                      -                              -
</TABLE>


                                       16
<PAGE>


                                     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
principally a 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 rate changes.

The Company manages  interest rate risk through its Audit  Committee.  The Audit
Committee  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, 2002
and  December  31, 2001 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, 2001.


                                       17
<PAGE>

                           PART II - 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 action is for breach of contract and breach of
good faith and fair dealing brought pursuant to Connecticut law and alleges that
the  Company  has failed and  continues  to fail to make  payments  for  support
services  provided to it by OSI. OSI seeks monetary  damage which it believes to
be in excess of $500,000.  The Company has not yet  responded to the  complaint,
but intends to vigorously defend the action and to raise appropriate affirmative
defenses and/or file appropriate cross-complaints.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

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) to
Preferred Term  Securities VI, LTD, a Cayman Island limited  liability  company.
The Securities bear a rate of Libor plus 3.45% and have an initial interest rate
of 5.34%; 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  subordinated  debenture  bears an
initial  interest rate of 5.34%,  and matures June 26, 2032,  subject to earlier
redemption  under certain  circumstances.  North Bay Bancorp owns all the common
securities of the Trust.

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.

The  debenture  and the guarantee  were issued  pursuant to the  exception  from
registration  provided  by  section  4 (2) of the  Securities  Act of  1933,  as
amended.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

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

                  (a)  The  Third  Annual  Meeting  of the  shareholders  of the
Company was held on April 30, 2002.

                  (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.

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

                         (i) A proposal  to  approve  the  Company's  2002 Stock
Option Plan (the  "Plan").  The  affirmative  vote of the majority of the shares
voted and the  majority  of the  disinterest  shares  voting  was  required  for
approval.  At the Third  Annual  Meeting,  the  proposal to approve the Plan was
approved  with  1,006,893  affirmative  votes  (all of  which  were  disinterest
shares), 10,080 negative votes, and 36,619 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


                                       18
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (a) An index of exhibits begins on page 21.

            (b) On April 3, 2002 the Company filed a Current Report on Form 8-K,
reporting that he Company issued a press release announcing that John A. Nerland
accepted the position of President and CEO of its subsidiary bank,  Solano Bank.
On April 15, 2002 the Company filed a Current  Report on Form 8-K,  reporting it
had dismissed  Arthur  Andersen,  LLP and retained KPMG, LLP as the  independent
accountant chosen to audit the Company's consolidated  financial statements.  On
May 20,  2002 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, 2002. No Financial  statements  were filed the Current Report on
Form  8-K.  On June 7,  2002 the  Company  filed a  Current  Report on Form 8-K,
reporting that the Company issued a press release announcing its plans for a $10
million participation in a trust preferred pooled transaction.


                                       19
<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 13, 2002           BY: /s/ Terry L. Robinson
                                    --------------------------------
                                     Terry L. Robinson
                                     President & CEO
                                     Principal Executive Officer

Date: August 13, 2002            BY: /s/ Lee-Ann Cimino
                                     --------------------------------
                                      Lee-Ann Cimino
                                      Senior Vice President
                                      Principal Financial Officer


                                       20
<PAGE>

                                  EXHIBIT INDEX



 Exhibit No.     Description
 -----------     -----------
    4.1          Certificate Evidencing Floating Rate Capital Securities

    4.2          Floating Rate Junior Subordinated Deferrable Interest Debenture

    4.3          Certificate Evidencing Floating Rate Common Securities

    4.4          Guarantee Agreement

    4.5          Indenture dated June 26, 2002 , North Bay Bancorp Issuer, State
                 Street Bank and Trust Company of Connecticut,  N.A., as Trustee
                 for  Floating  Rate  Junior  Subordinated  Deferrable  Interest
                 Debenture

   10.1          Amended North Bay Bancorp Stock Option Plan*

   10.2          North Bay Bancorp 2002 Stock Option Plan and Related Agreements
                 (1)*

  10.15          Employment  Agreement dated as of April 15, 2002 by and between
                 Solano Bank and John A. Nerland*

  10.16          North Bay Bancorp 2002 Deferred Fee Plan*

  10.17          Amended and  Restated  Declaration  of Trust by and Among State
                 Street  Bank  and  Trust  Company  of   Connecticut,   N.A,  as
                 Institutional  Trustee,  North  Bay  Bancorp  as  Sponsor,  and
                 Administrators, Dated as of June 26, 2002.

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

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

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

      (1) Filed as Exhibit 99.1 to Registration  Statement No. 333-90006 on Form
      S-8 filed by North Bay Bancorp  with SEC on June 7, 2002 and  incorporated
      herein by reference.

* Compensation Plans


                                       21