SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR the quarter period ended March 31, 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
             Prior address: 1500 Soscol Ave., Napa, California 94559
           (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 May 12, 2003: 2,244,793

<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 ended March 31, 2003 and March 31, 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 March 31, 2003 and the results of operations and cash flows for the
three months then ended. Results for interim periods should not be considered as
indicative of results for a full year.

                                       2
<PAGE>

                                     Item 1.
                              FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                                    North Bay Bancorp
                                                                                               Consolidated Balance Sheets
                                                                                                         Unaudited
                                                                                                (in 000's except share data)

                                                                                         March 31,        March 31,     December 31,
Assets                                                                                        2003             2002             2002
                                                                                          --------         --------         --------
<S>                                                                                       <C>              <C>              <C>
Cash and due from banks                                                                   $ 28,995         $ 17,023         $ 23,785
Federal funds sold                                                                          14,729           30,533           28,525
Time deposits with other financial institutions                                                100              100              100
                                                                                          --------         --------         --------
                   Total cash and cash equivalents                                          43,824           47,656           52,410
Investment Securities:
   Held-to-maturity                                                                          1,250            1,293            1,272
   Available-for-sale                                                                       98,337           73,341          104,473
   Equity securities                                                                         1,349            1,268            1,349
                                                                                          --------         --------         --------
                     Total investment securities                                           100,936           75,902          107,094

Loans, net of allowance for loan losses of $3,327 in March, 2003
   $2,861 in March, 2002 and $3,290 in December, 2002                                      237,646          193,334          234,337
Loans-held-for-sale                                                                         14,189                0                0
Bank premises and equipment, net                                                            11,320           10,216           10,800
Accrued interest receivable and other assets                                                11,679           10,889           11,817
                                                                                          --------         --------         --------

                            Total assets                                                  $419,594         $337,997         $416,458
                                                                                          ========         ========         ========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                                   $ 93,903         $ 81,355         $104,142
   Interest bearing                                                                        276,746          222,274          263,661
                                                                                          --------         --------         --------
                            Total deposits                                                 370,649          303,629          367,803

Long term debt                                                                                   0            1,615                0
                                                                                          --------         --------         --------
                            Total borrowings                                                     0            1,615                0

Accrued interest payable and other liabilities                                               3,083            2,466            3,312
                                                                                          --------         --------         --------

                            Total liabilities                                              373,732          307,710          371,115
                                                                                          --------         --------         --------

Floating rate subordinated debenture (trust preferred securities)                           10,000                0           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 - 2,244,793 shares in March 2003,
   2,068,989 shares in March, 2002, and 2,130,288 in December, 2002                         28,460           24,247           25,387
Retained earnings                                                                            6,148            5,683            8,612
Accumulated other comprehensive income                                                       1,254              357            1,344
                                                                                          --------         --------         --------
                     Total shareholders' equity                                             35,862           30,287           35,343

             Total liabilities and shareholders' equity                                   $419,594         $337,997         $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 March 31,
                                                          2003          2002
                                                        ------        ------
Interest Income
   Loans (including fees)                               $4,356        $3,801
   Federal funds sold                                       63            58
   Investment securities taxable                           782           865
   Investment securities tax exempt                        160           149
                                                        ------        ------
Total Interest income                                    5,361         4,873

Interest Expense
   Deposits                                                687           835
   Short term borrowings                                     0             0
   Long term debt                                          141            15
                                                        ------        ------
Total Interest expense                                     828           850

Net interest income                                      4,533         4,023

Provision for loan losses                                   45           144
                                                        ------        ------

Net interest income after
   provision for loan losses                             4,488         3,879

Non interest income                                        709           633

Gains on securities transactions, net                       99            66

Non interest expenses
   Salaries and employee benefits                        2,306         1,904
   Occupancy                                               257           234
   Equipment                                               450           476
   Other                                                 1,002           753
                                                        ------        ------
Total non interest expense                               4,015         3,367
                                                        ------        ------

Income before provision for
   income taxes                                          1,281         1,211

Provision for income taxes                                 386           433
                                                        ------        ------

Net income                                              $  895        $  778
                                                        ======        ======

Basic earnings per common share:                        $ 0.40        $ 0.36
                                                        ======        ======
Diluted earnings per common share:                      $ 0.39        $ 0.35
                                                        ======        ======
Dividends paid:                                         $ 0.20        $ 0.20
                                                        ======        ======

The accompanying notes are an integral part of these statements

                                       4
<PAGE>

                                North Bay Bancorp
            Consolidated Statement of Change in Shareholders' Equity
                           For the Three Months Ended
                                 March 31, 2003
                                   (Unaudited)
                          (in 000's except share data)


<TABLE>
<CAPTION>
                                                                                          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, 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                                                                     895                           895    $       895
    Other comprehensive loss, net of tax:
       Change in net unrealized
         losses on available-for-sale
         securities, net of tax                                                                   (90)           (90)          (90)
                                                                                                                       -----------
Comprehensive income                                                                                                   $       805
                                                                                                                       ===========
Stock options exercised                            8,210            155                                          155
                                               ---------    -----------                                  -----------
BALANCE, MARCH 31, 2003                        2,244,793    $    28,460    $     6,148    $     1,254    $    35,862
                                               =========    ===========    ===========    ===========    ===========
</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)


                                                               Three Months
                                                              Ended March 31,
                                                             2003        2002
                                                           --------    --------
Cash Flows From Operating Activities:
Net income                                                 $    895    $    778
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                                 376         357
  Provision for loan losses                                      45         144
  Amortization of deferred loan fees                           (141)       (126)
  Premium amortization (discount accretion), net                294         256
  Gain on securities transactions                               (99)        (66)
  Changes in:
    Interest receivable and other assets                        200        (352)
    Interest payable and other liabilities                     (188)        (73)
                                                           --------    --------
   Net cash provided by operating activities                  1,382         918
                                                           --------    --------

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             9,922       4,587
  Proceeds from sale of securities                           10,241       5,112
  Purchases                                                 (14,374)          0
Equity securities:
  Purchases                                                       0         (27)
Net increase in loans                                       (17,402)     (9,804)
Capital expenditures                                           (896)     (1,244)
                                                           --------    --------
   Net cash used in investing activities                    (12,487)     (1,355)
                                                           --------    --------

Cash Flows From Financing Activities:
Net increase in deposits                                      2,846      11,188
Repayment of long-term debt                                       0        (231)
Stock options exercised                                         114         131
Dividends paid                                                 (441)       (406)
                                                           --------    --------
   Net cash provided by financing activities                  2,519      10,682
                                                           --------    --------
Net (decrease) increase in cash and cash equivalents         (8,586)     10,245
Cash and cash equivalents at beginning of year               52,410      37,411
                                                           --------    --------
Cash and cash equivalents at end of period                 $ 43,824    $ 47,656
                                                           ========    ========

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                            $    809    $    929
  Taxes paid                                               $    135    $    331


The accompanying notes are an integral part of these statements

                                       6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 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 and
North Bay Statutory  Trust 1 which was established in June 2002. 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 three months ended March 31, 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 $658,000,
undisbursed real estate and construction loans of approximately $25,209,000, and
undisbursed   commercial   and  consumer   lines  of  credit  of   approximately
$58,560,000, as of March 31, 2003. At March 31, 2002 the Company has outstanding
standby Letters of Credit of approximately  $1,286,000,  undisbursed real estate
and construction loans of approximately $17,451,000,  and undisbursed commercial
and consumer lines of credit of approximately $36,975,000.

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
                                       ----------         ---------                -------
<S>                                    <C>                <C>                      <C>
                                      For the three months ended March 31, 2003
Basic earnings per share               $      895         2,239,532                $   .40
Dilutive effect of stock options                             72,067
                                                          ---------
Diluted earnings per share                                2,311,599                $   .39



                                      For the three months ended March 31, 2002

Basic earnings per share               $      778         2,162,738                $   .36
Dilutive effect of stock options                             57,061
                                                          ---------
Diluted earnings per share                                2,219,799                $   .35

</TABLE>

NOTE 4- Stock-Based Compensation

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

                                               (In 000's except share data)
                                            For the three months ended March 31,
                                                    2003            2002
                                                 -------         -------
Net income as reported                           $   895         $   778
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                             $   836         $   717
Earnings per share:
      As reported:
Basic                                            $   .40         $   .36
      Diluted                                    $   .39         $   .35
      Pro forma:
Basic                                            $   .37         $   .33
Diluted                                          $   .36         $   .32

                                       7
<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.

OVERVIEW

Net income was  $895,000 or $.39 per diluted  share for the three  months  ended
March 31, 2003,  compared  with $778,000 or $.35 per diluted share for the three
months ended March 31, 2002, an increase of 15%. Total assets were  $419,594,000
as of March 31,  2003;  equating  to a 24%  growth in assets  during  the twelve
months ended March 31, 2003.

SUMMARY OF EARNINGS

NET INTEREST INCOME

The following  table sets forth  average  balances of assets,  liabilities,  and
shareholders' equity and the components of interest income, interest expense and
net interest margins for the quarters ended March 31, 2003 and March 31, 2002:

                                       8
<PAGE>

<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)                                 $ 246,273        $   4,356           7.08%   $ 194,523      $   3,801          7.82%
 Investment securities:
   Taxable                                        88,757              781           3.52%      67,334            863          5.13%
   Non-taxable (3)                                13,595              242           7.12%      14,324            181          5.05%
                                               ---------        ---------           ----    ---------      ---------          ----

TOTAL LOANS AND INVESTMENT
SECURITIES                                       348,625            5,379           6.17%     276,181          4,845          7.02%

 Due from banks, time                                100                1           4.00%         100              2          8.00%
 Federal funds sold                               22,243               63           1.13%      18,310             58          1.27%
                                               ---------        ---------                   ---------      ---------

TOTAL EARNING ASSETS                             370,968        $   5,443           5.87%     294,591      $   4,905          6.66%
                                               ---------        ---------                   ---------      ---------

 Cash and due from banks                          23,121                                       16,015
 Allowance for loan losses                        (3,348)                                      (2,813)
 Premises and equipment, net                      11,110                                       10,035
 Accrued interest receivable
   and other assets                               11,654                                        9,864
                                               ---------                                    ---------

TOTAL ASSETS                                   $ 413,505                                    $ 327,692
                                               =========                                    =========

LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand                     $ 155,564        $     229           0.59%   $ 118,446      $     232          0.78%
   Savings                                        29,643               34           0.46%      23,235             55          0.95%
   Time                                           83,044              424           2.04%      74,035            548          2.96%
                                               ---------        ---------                   ---------      ---------
                                                 268,251              687           1.02%     215,716            835          1.55%

   Long-term debt                                 10,000              141           5.64%       1,615             15          3.72%
   Short-term borrowings                               0                0           0.00%           0              0          0.00%
                                               ---------        ---------                   ---------      ---------

TOTAL INTEREST BEARING
LIABILITIES                                      278,251        $     828           1.19%     217,331      $     850          1.56%
                                               ---------        ---------                   ---------      ---------

 Noninterest bearing DDA                          95,441                                       77,128
 Accrued interest payable
   and other liabilities                           3,966                                        2,678
 Shareholders' equity                             35,847                                       30,555
                                               ---------                                    ---------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                           $ 413,505                                    $ 327,692
                                               =========                                    =========

NET INTEREST INCOME                                             $   4,615                                  $   4,055
                                                                =========                                  =========
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                            4.98%                                      5.51%
</TABLE>

(1)      Average loans include nonaccrual loans.

(2)      Loan interest  income includes loan fee income of $258 in 2003 and $264
         in 2002.

(3)      Average yields shown are  taxable-equivalent.  On a non- taxable basis,
         2003 interest  income was $160 with an average yield of 4.71%;  in 2002
         non-taxable  income was $149 and the average  yield was 4.16%.

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

                                       9
<PAGE>

Net interest  income  represents the amount by which interest  earned on earning
assets  (primarily loans and investments)  exceed the amount of interest paid on
deposits. Net interest income is a function of volume,  interest rates and level
of non-accrual  loans.  Non-refundable  loan  origination  fees are deferred and
amortized into income over the life of the loan. Net interest  income before the
provision  for loan losses on a  taxable-equivalent  basis for the three  months
ended  March  31,  2003 and  March  31,  2002  was  $4,615,000  and  $4,055,000,
respectively.  These results equate to a 14% increase in net interest income for
the first  quarter  of 2003  compared  to the first  quarter  of 2002.  Loan fee
income,  which is included in interest income, was $258,000 for the three months
ended March 31, 2003,  compared  with  $264,000 for the three months ended March
31, 2002.  The average  balance of earning assets  increased  $76,377,000 or 26%
during the twelve  months  ended  March 31,  2003.  Taxable-equivalent  interest
income  increased  $538,000 in the first quarter of 2003 compared with the first
quarter  of 2002.  Increase  in the  volume  of  earning  assets  accounted  for
$1,292,000 of this increase,  offset by a decrease of $754,000  attributable  to
lower  rates.  The average  balance of  interest-bearing  liabilities  increased
$60,920,000  or 28% during the first three months of 2003 compared with the same
period in 2002. Interest paid on interest-bearing  liabilities decreased $22,000
in 2003 compared with 2002.The  decrease is attributed to a decrease in rates of
$253,000 offset by an increase in the volume of deposits of $231,000. 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  three  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                                      275         (357)         (82)
     Non-Taxable (1)                               (9)          70           61
   Federal Funds Sold                              13           (8)           5
   Loans                                        1,013         (458)         555
                                              -------      -------      -------
   Total Interest and Fee Income                1,292         (754)         538
                                              -------      -------      -------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                          71          (74)          (3)
     Savings                                       15          (36)         (21)
     Time Deposits                                 67         (191)        (124)
                                              -------      -------      -------
   Total Deposits                                 153         (301)        (148)

   Long-term Debt                                  78           48          126
                                              -------      -------      -------
   Total Interest Expense                         231         (253)         (22)
                                              -------      -------      -------
   Net Interest Income                        $ 1,061      $  (501)     $   560
                                              =======      =======      =======

(1)      The interest earned is taxable-equivalent.

                                       10
<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 March 31, 2003 the allowance for loan losses of
$3,327,000  represented  1.30% of loans  outstanding.  As of March 31,  2002 the
allowance represented 1.46% of loans outstanding.  During the three months ended
March 31,  2003  $45,000  was  charged to expense  for the loan loss  provision,
compared with $144,000 for the same period in 2002.  There were net  charge-offs
of $8,000  during the first  quarter of 2003  compared  with no net  charge-offs
during the first quarter of 2002. The following table summarizes  changes in the
allowance for loan losses:

                                                              In 000's
                                                       March 31,      March 31,
                                                            2003          2002
                                                         -------       -------
Balance, beginning of period                             $ 3,290       $ 2,717
Provision for loan losses                                     45           144
Loans charged off                                            (11)           (1)
Recoveries of loans previously charged off                     3             1
                                                         -------       -------
Balance, end of period                                   $ 3,327       $ 2,861
                                                         =======       =======

Allowance for loan losses to total outstanding
  loans                                                     1.30%         1.46%

There was one loan on non-accrual status totaling $312,000 as of March 31, 2003.
There were no loans on  non-accrual  status as of March 31, 2002 or December 31,
2002.

NON-INTEREST INCOME

Non-interest income was $709,000, exclusive of gains on securities transactions,
for the three months ended March 31, 2003  compared  with  $633,000 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 $99,000 and $66,000 for the three  months  ended March 31, 2003 and
March   31,   2002,   respectively,   resulted   from   the   sale  of   several
available-for-sale securities.

NON-INTEREST EXPENSE

Non-interest  expense  for the three  months  ended March 31, 2003 and March 31,
2002 was $4,015,000 and $3,367,000,  respectively,  a 19% increase. Salaries and
employee  benefits  expense for the three  months  ended March 31, 2003 and 2002
were $2,306,000 and $1,904,000,  respectively,  a 21% increase.  The increase in
2003 resulted from increased  salary rates and related  benefits paid to Company
officers  and  employees,  and an  increase  of  approximately  eight  full-time
equivalent  employees (FTE) from 131 at March 31, 2002 to 139 at March 31, 2003.
The increases in FTE were related to increasing  sales activity and staffing new
offices.  Occupancy  expense for the three  months ended March 31, 2003 and 2002
was $257,000 and $234,000, respectively, a 10% increase. The increase in 2003 is
attributed to opening a new branch office in January 2003. Equipment expense for
the three  months  ended  March 31,  2003 and 2002 was  $450,000  and  $476,000,
respectively,  representing  a decrease of 5%. The decrease was primarily due to
an  increased   depreciation   expense  in  2002  resulting  from   accelerating
depreciation of the core banking system which was replaced in July,  2002. Other
expenses  for the three  months  ended  March 31,  2003 and March 31,  2002 were
$1,002,000  and  $753,000,  respectively,  a 33%  increase.  Components of other
non-interest  expenses that  increased  materially  were legal and  professional
fees.  Legal  fees were  $110,000  for the three  months  ended  March 31,  2003
compared  with  $47,000  for the  comparable  period  in 2002,  representing  an
increase of 134%.  Professional  fees for the three  months ended March 31, 2003
and 2002 were $121,000 and $36,000,  respectively,  representing  an increase of
236%. Legal fees increased  primarily due to ongoing  litigation with our former
host systems provider while professional fee increases were primarily related to
outsourced information technology services.

INCOME TAXES

The Company reported a provision for income tax for the three months ended March
31, 2003 and 2002 of $386,000 and $433,000, respectively. Both the 2003 and 2002
provisions  reflect  tax  accruals  at  the  federal  statutory  rate,  adjusted
primarily for the effect of the Company's  investments  in tax-exempt  municipal
securities and 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.

BALANCE SHEET

Total assets as of March 31, 2003 were  $419,594,000  compared with $337,997,000
as of March 31, 2002,  and  $416,458,000  at December 31, 2002 equating to a 24%
increase  during the twelve  months ended March 31, 2003,  and a 1% increase for
the three month ended March 31, 2003.  Total  deposits as of March 31, 2003 were
$370,649,000  compared with  $303,629,000 as of March

                                       11
<PAGE>

31, 2002,  and  $367,803,000  at December 31, 2002  representing  a 22% increase
during the twelve  months then ended,  and a 1%  increase  for the three  months
ended March 31, 2003. Loans  outstanding as of March 31, 2003 were  $255,162,000
compared with  $196,195,000  as of March 31, 2003, and  $237,627,000 at December
31, 2002 equating to a 30% increase during the twelve months then ended and a 7%
increase for the three months ended March 31, 2003.

LOANS HELD FOR SALE

The Company had $14 million in purchased  participations in mortgage loans as of
March 31, 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.

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
balance at March 31, 2002 was  $1,615,000 and was paid in full in June 2002 with
the proceeds of the Trust Preferred Securities.

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 unpledged  investment in  marketable  securities)  that are
readily  convertible  to cash  to  meet  customer  withdrawals  and  borrowings.
Management reviews the Company's liquidity position on a regular basis to ensure
that it is adequate to meet projected  loan funding and potential  withdrawal of
deposits.  The  Company  has  a  comprehensive  Asset/Liability  Management  and
Liquidity Policy, which it uses to determine adequate liquidity. As of March 31,
2003 liquid assets were 32% of total  assets,  compared with 36% as of March 31,
2002.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICIA) established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital
of at least  10%,  tier 1  risked-based  capital  of at least 6%, and a leverage
ratio of at least 5%. As of March 31, 2003,  the  Company's  risk-based  capital
ratio was 14.88%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 13.84% and 10.78%, 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 March 31, 2003:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $47,935       14.88%      $25,776       >8.00%        $32,204         >10.00%
      The Vintage Bank         29,968       11.41%       21,012       >8.00%         26,265         >10.00%
       Solano Bank              7,868       13.94%        4,516       >8.00%          5,645         >10.00%
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             44,608       13.84%       12,888       >4.00%         19,332          >6.00%
      The Vintage Bank         27,104       10.32%       10,506       >4.00%         15,759          >6.00%
       Solano Bank              7,405       13.12%        2,258       >4.00%          3,387          >6.00%
Tier I Capital (to
   Average Assets)
      Consolidated             44,608       10.78%       16,545       >4.00%         20,682          >5.00%
      The Vintage Bank         27,104        8.12%       13,352       >4.00%         16,691          >5.00%
       Solano Bank              7,405       10.93%        2,709       >4.00%          3,386          >5.00%
</TABLE>

                                       12
<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 a
principal  market risk.  Other types of market risks,  such as foreign  currency
exchange rate risk, do not arise in the normal course of the Company's  business
activities.  The  majority  of the  Company's  interest  rate risk  arises  from
instruments,  positions and  transactions  entered into for purposes  other than
trading. They include loans, securities available-for-sale, deposit liabilities,
short-term  borrowings and long-term debt. Interest rate risk occurs when assets
and liabilities reprice at different times as interest rates change.

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

Utilizing the simulation  model to measure  interest rate risk at March 31, 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 10K for December 31, 2002.


                                     Item 4.

                             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Based on their evaluation as of a date within 90 days of the filing of this Form
10-Q, 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.

                                       13
<PAGE>

                           PART II - OTHER INFORMATION

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about  September 17, 2002,  the Company filed an answer and  counterclaims
against  Open  Solutions,  Inc.  ("OSI") in the United  States  District  Court,
District of Connecticut  (Civil Action No. 302CV1284 JCH). The answer denies the
allegations  contained in the complaint filed by OSI and the counterclaim is for
deceit/misrepresentation,  breach of contract, breach of the implied covenant of
good faith and fair dealing,  false  advertising,  unfair and deceptive business
acts or practices, and breach of warranty. The Company seeks monetary damages in
excess of $970,000,  exemplary and punitive  damages,  and recovery of costs and
fees. There have been no material  developments in the legal proceedings between
Open Solutions, Inc., and the Company (United States District Court, District of
Connecticut Civil Action No. 302CV1284JCH).


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None


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

None


ITEM 5. OTHER INFORMATION

None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) An index of exhibits begins on page 18.

         (b) On January 30,  2003,  the Company  filed a Current  Report on Form
8-K, reporting the declaration of a stock dividend of one share for every twenty
outstanding  shares and a cash  dividend of twenty  cents  ($.20) per share.  On
February 19, 2003 the Company filed a Current Report on Form 8-K,  reporting its
year-end results. No financial statements were filed with the Current Reports on
Form 8-K.

                                       14
<PAGE>

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


                                          NORTH BAY BANCORP
                                          A California Corporation


Date: May 12, 2003                        BY:/s/ Terry L. Robinson
                                             --------------------------------
                                             Terry L. Robinson
                                             President & CEO
                                             Principal Executive Officer


Date: May 12, 2003                        BY:/s/ Lee-Ann Cimino
                                             --------------------------------
                                             Lee-Ann Cimino
                                             Senior Vice President
                                             Principal Financial Officer

                                       15
<PAGE>

                             FORM 10-Q CERTIFICATION

I, Terry L. Robinson, certify that:

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

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

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

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rules  13-a-14 and 15d-14) for the  registrant
         and we have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b.       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c.       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weakness in internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or if other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: May 12, 2003                          BY:/s/ Terry L. Robinson
                                               ---------------------------------
                                              Terry L. Robinson
                                              President & CEO
                                              Principal Executive Officer

                                       16
<PAGE>

                             FORM 10-Q CERTIFICATION

I, Lee-Ann Cimino, certify that:

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

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

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

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rules  13-a-14 and 15d-14) for the  registrant
         and we have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b.       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c.       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weakness in internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or if other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: May 12, 2003                               BY:/s/ Lee-Ann Cimino
                                                    ----------------------------
                                                    Lee-Ann Cimino
                                                    Senior Vice President
                                                    & Chief Financial Officer
                                                    Principal Financial Officer

                                       17
<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.

  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

                                       18