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 September 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
                           --------------------------

                         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
                                       -------       -----------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of November 8, 2002: 2,123,687

<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 nine months ended  September 30, 2002
and September 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 September 30, 2002 and the results of operations
and cash flows for the three and nine  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)

                                                                     September 30,      September 30,       December 31,
Assets                                                                  2002                2001                2001
                                                                      --------            --------            --------
<S>                                                                   <C>                 <C>                 <C>
Cash and due from banks                                               $ 20,091            $ 17,467            $ 19,311
Federal funds sold                                                      25,154               1,992              18,000
Time deposits with other financial institutions                            100                 100                 100
                                                                      --------            --------            --------

                     Total cash and cash equivalents                    45,345              19,559              37,411

Investment Securities:
   Held-to-maturity                                                      1,272               1,314               1,314
   Available-for-sale                                                  106,280              89,990              83,565
   Equity securities                                                     1,352               1,249               1,241
                                                                      --------            --------            --------
                     Total investment securities                       108,904              92,553              86,120

Loans, net of allowance for loan losses of $3,143 in September, 2002
   $2,601 in September, 2001 and $2,717 in December, 2001              219,245             183,229             183,548
Bank premises and equipment, net                                        10,691               9,286               9,329
Accrued interest receivable and other assets                            11,743               8,441              10,398
                                                                      --------            --------            --------

                            Total assets                              $395,928            $313,068            $326,806
                                                                      ========            ========            ========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                               $ 94,833            $ 72,897            $ 77,117
   Interest bearing                                                    253,266             206,429             215,324
                                                                      --------            --------            --------
                           Total deposits                              348,099             279,326             292,441

Long term debt                                                               0               2,077               1,846
                                                                      --------            --------            --------
                           Total borrowings                                  0               2,077               1,846


Accrued interest payable and other liabilities                           3,377               1,877               2,539
                                                                      --------            --------            --------

                          Total liabilities                            351,476             283,280             296,826

Floating rate subordinated debenture (trust preferred securities)       10,000                   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 - 2,123,687 shares in September 2002,
   1,960,902 shares in September, 2001, and 1,960,902 in
   December, 2001                                                       25,269              21,935              21,973
Retained earnings                                                        7,487               6,526               7,454
Accumulated other comprehensive income                                   1,696               1,327                 553
                                                                      --------            --------            --------
                     Total shareholders' equity                         34,452              29,788              29,980

             Total liabilities and shareholders' equity               $395,928            $313,068            $326,806
                                                                      ========            ========            ========
</TABLE>

The accompanying notes are an integral part of these statements

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                                        North Bay Bancorp
                                                                Consolidated Income Statements
                                                                           (Unaudited)
                                                                (In 000's except per share data)

                                                       Three Months Ended                 Nine Months Ended
                                                 September 30,    September 30,     September 30,    September 30,
                                                     2002             2001             2002              2001
                                                    ------           ------           -------           -------
<S>                                                 <C>              <C>              <C>               <C>
Interest Income
   Loans (including fees)                           $4,290           $3,993           $12,187           $11,374
   Federal funds sold                                  135              298               291               903
   Investment securities - taxable                     906              869             2,561             2,392
   Investment securities - tax exempt                  164              164               502               496
                                                    ------           ------           -------           -------
Total interest income                                5,495            5,324            15,541            15,165

Interest Expense
   Deposits                                            859            1,448             2,511             4,650
   Short term borrowings                                 0                0                 0                 2
   Long term debt                                      153               34               192               141
                                                    ------           ------           -------           -------
Total interest expense                               1,012            1,482             2,703             4,793

Net interest income                                  4,483            3,842            12,838            10,372

Provision for loan losses                              144              111               432               333
                                                    ------           ------           -------           -------

Net interest income after
   provision for loan losses                         4,339            3,731            12,406            10,039

Non interest income                                    731              547             2,009             1,659
Gains on securities transactions, net                    0                0                66                 0
                                                    ------           ------           -------           -------
Total non interest income                              731              547             2,075             1,659

Non interest expenses
   Salaries and employee benefits                    1,978            1,671             5,858             4,621
   Occupancy                                           228              228               680               649
   Equipment                                           450              308             1,392               981
   Other                                             1,041              739             2,589             2,241
                                                    ------           ------           -------           -------
Total non interest expense                           3,697            2,946            10,519             8,492
                                                    ------           ------           -------           -------

Income before provision for
   income taxes                                      1,373            1,332             3,962             3,206

Provision for income taxes                             446              414             1,380             1,112
                                                    ------           ------           -------           -------

Net income                                          $  927           $  918           $ 2,582           $ 2,094
                                                    ======           ======           =======           =======
Basic earnings per common share:                    $ 0.44           $ 0.45           $  1.24           $  1.02
                                                    ======           ======           =======           =======
Diluted earnings per common share:                  $ 0.43           $ 0.44           $  1.21           $  1.01
                                                    ======           ======           =======           =======
Dividends Paid                                      $    0           $    0           $   .20           $   .20
                                                    ======           ======           =======           =======
</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 Nine Months Ended
                                                                            September 30, 2002
                                                                       (Unaudited except share data)
                                                                                (In 000's)

                                                                                  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     $ 7,454        $   553        $29,980

Stock dividend                               97,408       2,143      (2,157)                          (14)
Cash dividend                                                          (392)                         (392)
Comprehensive income:
    Net income                                                        2,582                         2,582       $ 2,582
    Other comprehensive loss, net of tax:
       Change in net unrealized losses on
       available-for-sale securities,
       net of tax                                                                    1,143          1,143         1,143
                                                                                                                -------

Comprehensive income                                                                                            $ 3,725
                                                                                                                =======
Stock options exercised                      65,377       1,153                                     1,153
                                          ---------    --------                                   -------
BALANCE, SEPTEMBER 30, 2002               2,123.687    $ 25,269     $ 7,487        $ 1,696        $34,452
                                          =========    ========     =======        =======        =======
</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)
                                                             Nine Months Ended
                                                               September 30,
                                                             2002        2001
                                                             ----        ----
Cash Flows From Operating Activities:
Net income                                                 $  2,582    $  2,094
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                               1,076         774
  Provision for loan losses                                     432         333
  Amortization of deferred loan fees                           (374)       (337)
  Premium amortization (discount accretion), net                672          35
  Gain on securities transactions                               (66)          0
  Loss on sale of capital assets                                  1           0
   Changes in:
    Interest receivable and other assets                     (2,157)     (2,167)
    Interest payable and other liabilities                      838         451
                                                           --------    --------
   Net cash provided by operating activities                  3,004       1,183
                                                           --------    --------
Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                42          39
Investment securities available-for-sale:
  Proceeds from maturities and principal payments            33,577      12,060
  Proceeds from sale of securities                            5,112           0
  Purchases                                                 (60,056)    (42,936)
Equity securities:
  Proceeds from sale of securities                               10          23
  Purchases                                                    (120)        (40)
Net increase in loans                                       (35,755)    (33,217)
Sale of capital assets                                            1          42
Capital expenditures                                         (2,440)     (4,860)
                                                           --------    --------

   Net cash used in investing activities                    (59,629)    (68,889)
                                                           --------    --------
Cash Flows From Financing Activities:
Net increase in deposits                                     55,658      62,688
Repayment of long-term debt                                  (1,846)       (692)
Stock options exercised                                       1,153         196
Proceeds from issuance of Trust Preferred Securities         10,000           0
Dividends paid                                                 (406)       (383)
                                                           --------    --------

   Net cash provided by financing activities                 65,559      61,809
                                                           --------    --------
Net increase (decrease) in cash and cash equivalents          7,934      (5,897)
Cash and cash equivalents at beginning of year               37,411      25,456
                                                           --------    --------
Cash and cash equivalents at end of period                 $ 45,345    $ 19,559
                                                           ========    ========

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                            $  2,849    $  4,496
  Taxes paid                                               $  1,740    $    851
  Retired assets                                           $      0    $    139

The accompanying notes are an integral part of these statements

                                       6

<PAGE>


                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                               September 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  nine  months  ended
September 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 $474,000,
undisbursed real estate and construction loans of approximately $16,388,000, and
undisbursed   commercial   and  consumer   lines  of  credit  of   approximately
$59,628,000, as of September 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 September 30, 2002
                                           ---------------------------------------------
<S>                                  <C>                    <C>                     <C>
  Basic earnings per share           $927,000               2,116,711               $0.44
  Dilutive effect of stock options                             46,716
  Diluted earnings per share                                2,163,427               $0.43

                                           For the three months ended September 30, 2001
                                           ---------------------------------------------
  Basic earnings per share           $918,000               2,056,844               $0.45
  Dilutive effect of stock options                             22,459
  Diluted earnings per share                                2,079,303               $0.44

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

                                           For the nine months ended September 30, 2002
                                           --------------------------------------------
  Basic earnings per share           $2,582,000             2,086,493               $1.24
  Dilutive effect of stock options                             54,669
  Diluted earnings per share                                2,141,162               $1.21

                                           For the nine months ended September 30, 2001
                                           --------------------------------------------
  Basic earnings per share           $2,094,000             2,051,537               $1.02
  Dilutive effect of stock options                             23,247
  Diluted earnings per share                                2,074,784               $1.01
</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.

                                       7
<PAGE>

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

                                                              (In 000's)

                                    Community                              Intersegment
                                      Banking               Other           Adjustments         Consolidated
                                      -------               -----           -----------         ------------
<S>                                   <C>                     <C>                     <C>             <C>
Interest Income                       $5,482                  $13                     0               $5,495
Interest Expense                         859                  153                     0                1,012
                                         ---                  ---                     -                -----
   Net Interest Income                 4,623                (140)                     0                4,483
Provision for loan losses                144                    0                     0                  144

Equity in net income of
subsidiaries                               0                1,199               (1,199)                    0
Noninterest Income                       772                1,430               (1,471)                  731
Noninterest Expense                    3,415                1,753               (1,471)                3,697
                                       -----                -----               -------                -----
Income Before Tax                      1,836                  736               (1,199)                1,373
Provision for
   Income Taxes                          637                (191)                     0                  446
                                         ---                -----                     -                  ---
Net Income                            $1,199                 $927              ($1,199)                 $927
                                      ------                 ----              --------                 ----


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

                                                              (In 000's)

                                    Community                              Intersegment
                                      Banking               Other           Adjustments         Consolidated
                                      -------               -----           -----------         ------------
Interest Income                       $5,324                   $0                    $0               $5,324
Interest Expense                       1,447                   35                     0                1,482
                                       -----                   --                     -                -----
   Net Interest Income                 3,877                 (35)                     0                3,842
Provision for loan losses                111                    0                     0                  111

Equity in net income of
subsidiaries                               0                1,002               (1,002)                    0
Noninterest Income                       586                1,282               (1,321)                  547
Noninterest Expense                    2,886                1,381               (1,321)                2,946
                                       -----                -----               -------                -----
Income Before Tax                      1,466                  868               (1,002)                1,332
Provision for
   Income Taxes                          464                 (50)                     0                  414
                                         ---                 ----                     -                  ---
Net Income                            $1,002                 $918              ($1,002)                 $918
                                      ------                 ----              --------                 ----


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

                                                              (In 000's)

                                    Community                              Intersegment
                                      Banking               Other           Adjustments         Consolidated
                                      -------               -----           -----------         ------------
Interest Income                      $15,541                  $13                 ($13)              $15,541
Interest Expense                       2,524                  192                  (13)                2,703
                                       -----                  ---                  ----                -----
   Net Interest Income                13,017                (179)                     0               12,838
Provision for loan losses                432                    0                     0                  432

Equity in net income of
subsidiaries                               0                3,089               (3,089)                    0
Noninterest Income                     2,199                4,172               (4,296)                2,075
Noninterest Expense                    9,963                4,852               (4,296)               10,519
                                       -----                -----               -------               ------
Income Before Tax                      4,821                2,230               (3,089)                3,962
Provision for
   Income Taxes                        1,732                (352)                     0                1,380
                                       -----                -----                     -                -----
Net Income                            $3,089               $2,582              ($3,089)               $2,582
                                      ------               ------              --------               ------

Assets                              $389,994              $45,698             ($39,764)             $395,928
Loans, Net                           219,245                    0                     0              219,245
Deposits                             354,186                    0               (6,087)              348,099
Equity                                33,677               34,452              (33,677)               34,452
</TABLE>

                                       8
<PAGE>




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

<TABLE>
<CAPTION>

                                                              (In 000's)

                                    Community                              Intersegment
                                      Banking               Other           Adjustments         Consolidated
                                      -------               -----           -----------         ------------
<S>                                  <C>                       <C>                   <C>             <C>
Interest Income                      $15,165                   $0                    $0              $15,165
Interest Expense                       4,652                  141                     0                4,793
                                       -----                  ---                     -                -----
   Net Interest Income                10,513                (141)                     0               10,372
Provision for loan losses                333                    0                     0                  333

Equity in net income of
subsidiaries                               0                2,493               (2,493)                    0
Noninterest Income                     1,783                3,486               (3,610)                1,659
Noninterest Expense                    8,081                4,021               (3,610)                8,492
                                       -----                -----               -------                -----
Income Before Tax                      3,882                1,817               (2,493)                3,206
Provision for
   Income Taxes                        1,389                (277)                     0                1,112
                                       -----                -----                     -                -----
Net Income                            $2,493               $2,094              ($2,493)               $2,094
                                      ------               ------              --------               ------

Assets                              $311,711              $32,475             ($31,118)             $313,068
Loans, Net                           183,229                    0                     0              183,229
Deposits                             281,552                    0               (2,226)              279,326
Equity                                28,892               29,788              (28,892)               29,788
</TABLE>


NOTE 5 - Impact of Recently Issued Accounting Standards

In July 2001, the Financial  Accounting  Standards Board (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. 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 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 September
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.

                                       9
<PAGE>

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

On October 3, 2001,  the FASB  issued  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 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 FASB issued 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  Recognition 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 be applied  prospectively  to exit or disposal  activities  initiated
after  December  31,  2002.  The  adoption of  Statement  No. 146 did not have a
material impact on the financial condition or operating results of the Company.

NOTE 10- 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 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.

NOTE 11 - Acquisitions of Certain Financial Institutions

On  October  1,  the  Financial  Accounting  Standards  Board  issued  Financial
Accounting  Standard (FAS) Statement No. 147,  Acquisitions of Certain Financial
Institutions.   This  Statement  brings  all  business  combinations   involving
financial  institutions,  except  mutuals,  into the scope of FAS 141,  Business
Combinations.

FAS 147 requires that all acquisitions of financial  institutions  that meet the
definition  of a  business,  including  acquisitions  of  part  of  a  financial
institution  that meet the  definition  of a business,  must be accounted for in
accordance with FAS 141 and the related intangibles  accounted for in accordance
with FAS 142,  Goodwill  and  Other  Intangible  Assets.  FAS 147  removes  such
acquisitions  from the scope of FAS 72,  Accounting for Certain  Acquisitions of
Banking or Thrifts  Institutions,  which was adopted in February 1983 to address
financial   institutions   acquisitions  during  a  period  when  many  of  such
acquisitions involved "troubled" institutions.

                                       10
<PAGE>

FAS 147 also  amends FAS 144,  Accounting  for the  Impairment  of  Disposal  of
Long-Lived   Assets  to  include  in  its  scope  long-term   customer-relations
intangible  assets of financial  institutions.  FAS 147 is  generally  effective
immediately and provides guidance with respect to amortization and impairment of
intangibles  recognized in connection with  acquisitions  previously  within the
scope of FAS 72.



                                       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 15.

OVERVIEW

Net income was  $927,000 or $.43 per diluted  share for the three  months  ended
September  30, 2002,  compared  with  $918,000 or $.44 per diluted share for the
three months ended  September 30, 2001.  Net income was  $2,582,000 or $1.21 per
diluted  share for the nine months  ended  September  30,  2002,  compared  with
$2,094,000  or $1.01 per diluted  share for the nine months ended  September 30,
2001,  an increase of 23%.  Total assets were  $395,928,000  as of September 30,
2002;  equating  to a 26%  growth in  assets  during  the  twelve  months  ended
September 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 nine months ended  September
30, 2002 and September 30, 2001:

                                       12
<PAGE>
<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)                      $206,141    $12,187         7.88%      $169,934    $11,374        8.92%
 Investment securities:
   Taxable                            72,779      2,556         4.68%        53,710      2,387        5.93%
   Non-taxable (3)                    14,109        602         5.69%        13,772        625        6.05%
                                    --------    -------                    --------    -------

TOTAL LOANS AND INVESTMENT
SECURITIES                           293,029     15,345         7.98%       237,416     14,386        8.08%

 Due from banks, time                    100          5         6.67%           100          5        6.67%
 Federal funds sold                   24,840        291         1.56%        26,332        903        4.57%
                                    --------    -------                    --------    -------

TOTAL EARNING ASSETS                 317,969    $15,641         6.56%       263,848    $15,294        7.73%
                                    --------    -------                    --------    -------

 Cash and due from banks              19,818                                 16,389
 Allowance for loan losses            (2,958)                                (2,451)
 Premises and equipment, net          10,410                                  7,566
 Accrued interest receivable
   and other assets                   11,434                                  6,272
                                    --------                               --------

TOTAL ASSETS                        $356,673                               $291,624
                                    ========                               ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand          $129,244       $803         0.83%      $100,010    $ 1,819        2.43%
   Savings                            24,776        177         0.95%        18,899        180        1.27%
   Time                               76,360      1,531         2.67%        71,401      2,651        4.95%
                                    --------    -------                    --------    -------
                                     230,380      2,511         1.45%       190,310      4,650        3.25%

   Long-term debt                      5,290        192         4.84%         2,258        141        8.33%
   Short-term borrowings                  0           0         0.00%            75          2        3.56%
                                    --------    -------                    --------    -------
                                       5,290        192                       2,333        143

TOTAL INTEREST BEARING
 LIABILITIES                         235,670    $ 2,703         1.53%       192,643    $ 4,793        3.32%
                                    --------    -------                    --------    -------

 Noninterest bearing DDA              86,291                                 69,267
 Accrued interest payable
   and other liabilities               2,851                                  1,755
 Shareholders' equity                 31,861                                 27,959
                                    --------                               --------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY               $356,673                               $291,624
                                    ========                               ========

NET INTEREST INCOME                             $12,938                                $10,501
                                                =======                                =======
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                          5.43%                                  5.31%
</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 $881 in 2002 and $723 in
2001 for the nine months  ended  September  30,  2002 and  September  30,  2001,
respectfully.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2002
interest  income was $502 with an average  yield of 4.74%;  in 2001  non-taxable
income was $496 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.

                                       13
<PAGE>

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  September  30, 2002 and September 30, 2001 was
$4,515,000 and $3,883,000,  respectively. These results equate to a 16% increase
in net  interest  income  for the third  quarter of 2002  compared  to the third
quarter of 2001.  Loan fee income,  which is  included  in interest  income from
loans, was $318,000 for the three months ended September 30, 2002, compared with
$271,000 for the three  months ended  September  30, 2001.  Net interest  income
before the provision for loan losses on a taxable-equivalent  basis for the nine
months ended  September  30, 2002 and  September  30, 2001 was  $12,938,000  and
$10,501,000,  respectively.  These  results  equate  to a 23%  increase  in  net
interest income for the first nine months of 2002 compared to the same period in
2001.  Loan fee income,  which is included  in interest  income from loans,  was
$881,000 for the nine months ended  September  30, 2002,  compared with $723,000
for the nine months ended September 30, 2001. Taxable-equivalent interest income
increased  $162,000 or 3% in the third  quarter of 2002  compared  with the same
period of 2001.  The net increase of $162,000 was  attributed  to an increase in
the volume of earning assets accounting for $1,081,000 of this increase,  offset
by a  decrease  of  $919,000  attributable  to  lower  rates.  Interest  paid on
interest-bearing  liabilities  decreased  $589,000 in the third  quarter of 2002
compared  with the third  quarter of 2001.  Although  increases in the volume of
deposits  and other  borrowings  accounted  for an  increase  of $206,000 it was
offset by $795,000  attributed  to lower rates.  The average  balance of earning
assets increased $54,121,000 or 21% during the twelve months ended September 30,
2002.  Taxable-equivalent  interest income increased $347,000 or 2% in the first
nine months of 2002 compared  with the same period of 2001.  The net increase of
$347,000  was  attributed  to an  increase  in  the  volume  of  earning  assets
accounting for  $3,230,000 of this increase,  offset by a decrease of $2,883,000
attributable to lower rates. The average balance of interest-bearing liabilities
increased  $43,027,000 or 22% during the first nine months of 2002 compared with
the same period in 2001. Interest paid on interest-bearing liabilities decreased
$2,090,000  in 2002  compared  with 2001.  Although  increases  in the volume of
deposits  and other  borrowings  accounted  for an  increase  of $563,000 it was
offset by  $3,053,000  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.


                                       14
<PAGE>

The following  table sets forth a summary of the changes in interest  earned and
interest paid for the first nine 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                                850        (681)        169
     Non-Taxable (1)                         15         (38)        (23)
   Federal Funds Sold                       (52)       (560)       (612)
   Loans                                  2,417      (1,604)        813
                                        -------     -------     -------
   Total Interest and Fee Income          3,230      (2,883)        347
                                        -------     -------     -------

Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                   536      (1,552)     (1,016)
     Savings                                 56         (59)         (3)
     Time Deposits                          184      (1,304)     (1,120)
                                        -------     -------     -------
   Total Deposits                           776      (2,915)     (2,139)

   Long-term Debt                           189        (138)         51
   Short-term Borrowings                     (2)          0          (2)
                                        -------     -------     -------
   Total Interest Expense                   963      (3,053)     (2,090)
                                        -------     -------     -------
   Net Interest Income                  $ 2,267     $   170     $ 2,437
                                        =======     =======     =======

(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 September 30, 2002 the allowance for loan losses
of $3,143,000 represented 1.41% of loans outstanding.  As of September 30, 2001,
the allowance  represented  1.40% of loans  outstanding.  During the nine months
ended  September  30,  2002,  $432,000  was charged to expense for the loan loss
provision,  compared with $333,000 for the same period in 2001. Net  charge-offs
during the first nine months of 2002 was $6,000, or .003% of loans  outstanding,
compared with no net  charge-offs for the first nine months of 2001. The Company
had no restructured loans at September 30, 2001 or 2002.


                                       15
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      (In 000's)
                                                       September 30, 2002      September 30, 2001
<S>                                                               <C>                    <C>
Balance, beginning of period                                      $ 2,717                $ 2,268
Provision for loan losses                                             432                    333
Loans charged off                                                     (10)                    (5)
Recoveries of loans previously charged off                              4                      5
                                                                  -------                -------
Balance, end of period                                            $ 3,143                $ 2,601
                                                                  =======                =======

Allowance for loan losses to total outstanding loans                 1.41%                  1.40%

</TABLE>

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

NON-INTEREST INCOME

Non-interest income, exclusive of gains on securities transactions, was $731,000
for the three months ended  September  30, 2002  compared  with $547,000 for the
same period in 2001, a 34% increase.  Non-interest income, exclusive of gains on
securities  transactions,  was $2,009,000 for the nine months ended September 3,
2002  compared  with  $1,659,000  for the same period in 2001,  a 21%  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 nine months ended  September  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 September 30, 2002 or 2001 and no gains
or losses on securities during the nine months ended September 30, 2001.


NON-INTEREST EXPENSE

Non-interest expense for the three months ended September 30, 2002 and September
30,  2001  was  $3,697,000  and  $2,946,000,   respectively,   a  25%  increase.
Non-interest  expense for the nine months ended September 30, 2002 and September
30, 2001 was  $10,519,000  and  $8,492,000,  respectively,  a 24% 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 September 30,
2002 and 2001 were  $1,978,000 and  $1,671,000,  respectively,  an 18% increase.
Salaries and employee  benefits  expense for the nine months ended September 30,
2002 and 2001 were $5,858,000 and $4,621,000,  respectively, a 27% increase. The
increase in 2002 resulted from increased  salaries paid to Company  officers and
employees,   and  an  increase  of  approximately  eleven  full-time  equivalent
employees  from 125 at  September  30, 2001 to 136 at September  30,  2002.  The
Company  continued to strengthen its management  team by hiring nine  additional
managers during the first nine months of 2002.  Occupancy  expense for the three
months ended September 30, 2002 and 2001 was $228,000. Occupancy expense for the
nine months  ended  September  30,  2002 and 2001 were  $680,000  and  $649,000,
respectively,  representing a 5% 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  September  30, 2001  compared  with eight at
September 30, 2002.  Equipment expenses for the three months ended September 30,
2002 and 2001 was $450,000 and $308,000, respectively,  representing an increase
of 46%. Equipment expenses for the nine months ended September 30, 2002 and 2001
was $1,392,000 and $981,000,  respectively, an increase of 42%. 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  September 30, 2002 and September 30,
2001 were $1,041,000 and $739,000,  respectively,  approximately a 41% increase.
Other  expenses for the nine months ended  September  30, 2002 and September 30,
2001 were $2,589,000 and $2,241,000,  respectively, a 15% increase. The increase
from last year is primarily  due to expenses  associated  with listing on Nasdaq
and 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
September 30, 2002 and 2001 of $446,000 and $414,000,  respectively. The Company
reported a provision for income tax for the nine months ended September 30, 2002
and 2001 of  $1,380,000  and  $1,112,000,  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  September  30,  2002  were  $395,928,000   compared  with
$313,068,000  as of September 30, 2001,  and  $326,806,000  at December 30, 2001
equating to a 26% increase  during the twelve  months ended  September 30, 2002,
and a 21% increase for the nine months ended September 30, 2002.  Total deposits
as of September  30, 2002 were  $348,099,000  compared with  $279,326,000  as of
September 30, 2001,  and  $292,441,000  at December 30, 2001  representing a 25%
increase  during the twelve  months then ended,  and a 19% increase for the nine
months ended September 30, 2002. Loans outstanding as of September 30, 2002 were
$222,658,000   compared  with   $185,830,000  as  of  September  30,  2001,  and
$186,265,000  at December 30, 2001 equating to a 20% increase  during the twelve
months then ended and a 20%  increase for the nine months  ended  September  30,
2002.

                                       16
<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 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 September
30,  2002  liquid  assets  were 38% of  total  assets,  compared  with 35% as of
September 30, 2001.  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 September 30, 2002, the Company's risk-based capital
ratio was 15.18%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 14.14% and 11.42%, 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 September 30, 2002:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $45,899       15.18%      $24,183       >8.00%        $30,229         >10.00%
                                                                      -                             -
      The Vintage Bank         27,443       10.97%       20,016       >8.00%         25,020         >10.00%
                                                                      -                             -
       Solano Bank              7,713       15.96%        3,866       >8.00%          4,833         >10.00%
                                                                      -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             42,756       14.14%       12,092       >4.00%         18,137          >6.00%
                                                                      -                              -
      The Vintage Bank         24,574        9.82%       10,008       >4.00%         15,012          >6.00%
                                                                      -                              -
       Solano Bank              7,439       15.39%        1,933       >4.00%          2,900          >6.00%
                                                                      -                              -
Tier I Capital (to
   Average Assets)
      Consolidated             42,756       11.42%       14,970       >4.00%         18,713          >5.00%
                                                                      -
      The Vintage Bank         24,574        7.79%       12,619       >4.00%         15,774          >5.00%
                                                                      -                              -
       Solano Bank              7,439       12.66%        2,351       >4.00%          2,939          >5.00%
                                                                      -                              -
</TABLE>


                                       17
<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 September 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.

                                     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.


                                       18
<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.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

 (a) On October 28,  2002,  the Board of  Directors  of the  Company  declared a
dividend of one preferred share purchase right (a "Right") for each  outstanding
share of common stock, no par value (the "Common Shares"),  of the Company.  The
dividend is payable on November 15, 2002 (the "Record Date") to the shareholders
of record on that date.  Each Right entitles the  registered  holder to purchase
from the Company one  one-hundredth  of a share (a "Unit") of Series A Preferred
Stock, no par value (the Preferred "Stock") of the Company, at a price of $90.00
per Unit Share (the "Purchase  Price"),  subject to adjustment.  The description
and  terms  of the  Rights  are set  forth in a Rights  Agreement  (the  "Rights
Agreement")  between the Company and  Registrar  and Transfer  Company as Rights
Agent (the "Rights Agent").

Until the earliest to occur of (a) 10 days following a public  announcement that
a person or group of affiliated or associated  persons (an  "Acquiring  Person")
has acquired,  or obtained the right to acquire,  beneficial ownership or record
ownership of 10% or more of the outstanding Common Shares; (b) 10 days following
the  commencement of, or announcement of an intention to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership  or  record  ownership  by a  person  or  group of 10% or more of such
outstanding  Common  Shares;  or (c) the date a person or group of affiliated or
associated  persons is or becomes the  beneficial or record owner of 10% or more
of the  outstanding  Common  Shares and (i) the actions such person  proposes to
take are likely to have a material  adverse  impact on the business or prospects
of the Company;  (ii) such person intends to cause the Company to repurchase the
Common Shares owned by such person;  (iii) such person  exercises or attempts to
exercise a controlling influence over the Company; or (iv) such person transfers
all or a portion  of such  Common  Shares in a manner  that  results in a person
owning 9.9% or more of the Common Shares (an "Adverse  Person") (the earliest of
such dates being called the "Distribution  Date"), the Rights will be evidenced,
with  respect  to any of the Common  Share  certificates  outstanding  as of the
Record  Date,  by such Common Share  certificate  with a copy of this Summary of
Rights attached thereto.

The Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Common Shares. Until the Distribution Date
(or  earlier  redemption  or  expiration  of  the  Rights),   new  Common  Share
certificates  issued  after the Record  Date,  upon  transfer or new issuance of
Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
reference.  Until the Distribution Date (or earlier  redemption or expiration of
the Rights),  the surrender for transfer of any  certificates for Common Shares,
outstanding as of the Record Date,  even without such notation or a copy of this
Summary of Rights being attached  thereto,  will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common  Shares as of the close of business on the  Distribution  Date and
such separate Right Certificates alone will evidence the Rights.

The Rights are not  exercisable  until the  Distribution  Date.  The Rights will
expire on October  28,  2012 (the  "Final  Expiration  Date"),  unless the Final
Expiration  Date is extended  or unless the Rights are  earlier  redeemed by the
Company, in each case, as described below.

The Purchase Price payable,  and the number of Units of Preferred Stock or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Units of Preferred Stock of certain
rights or warrants to subscribe for or purchase  Preferred  Stock at a price, or
securities  convertible into Preferred Stock with a conversion  price, less than
the  then  current  market  price  of the  Preferred  Stock  or  (iii)  upon the
distribution  to  holders  of the  Units  of  Preferred  Stock of  evidences  of
indebtedness or assets  (excluding  regular  periodic cash dividends paid out of
earnings or retained  earnings or dividends  payable in  Preferred  Stock) or of
subscription rights or warrants (other than those referred to above).

In the  event  that  the  Company  is  acquired  in a merger  or other  business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power  are  sold,  each  holder  of a Right  will  thereafter  have the right to
receive,  upon the exercise  thereof at the then current  exercise  price of the
Right,  that number of shares of common stock of the acquiring  company which at
the time of such  transaction will have a market value of two times the exercise
price of the Right. In the event that any Person becomes an Acquiring  Person or
an Adverse Person,  each holder of a Right, other than Rights beneficially owned
by the Acquiring Person or Adverse Person (which will thereafter be void),  will
thereafter  have the right to  receive  upon  exercise  that  number of Units of
Preferred  Stock having a


                                       19
<PAGE>

market value of two times the exercise price of the Right,  but in no event will
the purchase price per share be less than the par value of the Preferred Stock.

At any  time  after  the date an  Acquiring  Person  obtains  10% or more of the
Company's  Common Shares and prior to the acquisition by the Acquiring Person of
50% of the  outstanding  Common  Shares,  the  Company's  Board of Directors may
exchange  the Rights  (other than Rights  owned by the  Acquiring  Person or its
affiliates),  in whole or in part, for Common Shares at an exchange ratio of one
Common Share per Right (subject to adjustment for stock splits,  stock dividends
and or similar transactions which occur after the date of the Rights Agreement).

With certain  exceptions,  no adjustment in the Purchase  Price will be required
until  cumulative  adjustments  require  an  adjustment  of at  least 1% in such
Purchase  Price.  No fractional  Units of Preferred  Stock (other than fractions
which are integral  multiples of one  one-hundredth)  will be issued and in lieu
thereof,  an  adjustment  in cash will be made based on the market  price of the
Units of Preferred Stock on the last trading day prior to the date of exercise.

At any time prior to the date a Person becomes an Acquiring Person or an Adverse
Person,  the Board of  Directors  of the Company may redeem the Rights in whole,
but not in  part,  at a price of  $.001  per  Right  (the  "Redemption  Price").
Immediately upon any redemption of the Rights,  the right to exercise the Rights
will  terminate  and the only right of the  holders of Rights will be to receive
the Redemption Price.

The terms of the Rights may be amended by the Board of  Directors of the Company
without  the consent of the holders of the Rights,  including  an  amendment  to
extend the Final  Expiration Date and,  provided there is no Acquiring Person or
Adverse  Person,  to extend the period  during which the Rights may be redeemed,
except that from and after such time as any person  becomes an Acquiring  Person
or an Adverse Person no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised,  the holder thereof, as such, will have no rights as
a shareholder of the Company,  including,  without limitation, the right to vote
or to receive dividends.

The Rights have certain anti-takeover effects. The Rights will cause substantial
dilution to a person or group that  attempts to acquire the Company on terms not
approved  by the,  Company's  Board of  Directors,  except  pursuant to an offer
conditioned on a substantial number of Rights being acquired.  The Rights should
not  interfere  with any merger or other  business  combination  approved by the
Board of  Directors  because  the Rights may be  redeemed  by the Company at the
Redemption Price prior to the occurrence of a Distribution Date.

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 23.

            (b) On July 12, 2002 the Company filed a Current Report on Form 8-K,
reporting that the Company issued a press release announcing the completion of a
$10 million  participation in a trust preferred pooled transaction.  On July 29,
2002 the Company filed a Current Report on Form 8-K, reporting the issuance of a
press release  announcing the Company's  earnings for the quarter ended June 30,
2002.  On  August  28,  2002 the  Company  filed a  Current  Report on Form 8-K,
reporting  that  the  Company  issued  a  press  release  announcing  its  Stock
Repurchase  Program and its listing on the Nasdaq National Market.  No Financial
statements were filed with any of the Current Report on Form 8-K.


                                       20
<PAGE>

                                   SIGNATURES


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: November 8, 2002                      BY:/s/ Terry L. Robinson
                                               ---------------------------------
                                               Terry L. Robinson
                                               President & CEO
                                               Principal Executive Officer


Date: November 8, 2002                      BY:/s/ Lee-Ann Cimino
                                               ---------------------------------
                                               Lee-Ann Cimino
                                               Senior Vice President
                                               Principal Financial Officer


                                       21
<PAGE>

                                  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: November 8, 2002                      BY:/s/ Terry L. Robinson
                                               ---------------------------------
                                               Terry L. Robinson
                                               President & CEO
                                               Principal Executive Officer


                                       22
<PAGE>

                                  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: November 8, 2002                      BY:/s/ Lee-Ann Cimino
                                               ---------------------------------
                                               Lee-Ann Cimino
                                               Senior Vice President &
                                               Chief Financial Officer
                                               Principal Financial Officer


                                       23
<PAGE>

                                  EXHIBIT INDEX


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

     4.1        Rights  Agreement,  dated as of October 24,  20002,  between the
                Company and Registrar and Trans Company, as Rights Agent. (1)

     4.2        Certificate of  Determination  for the Series A Preferred  Stock
                (attached as Exhibit A to Rights Agreement). (1)

     4.3        Rights Certificate (attached as Exhibit B to Rights Agreement.).
                Printed   Rights   Agreement   will  not  be  mailed  until  the
                Distribution Date as defined therein. (1)

     4.4        Summary of Rights to  Purchase  Preferred  Shares  (attached  as
                Exhibit C to Rights Agreement). (1)

     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 Exhibits 4.1, 4.2, 4.3, and 4.4, respectively,  to Form
            8-A  Registration  Statement filed by North Bay Bancorp with the SEC
            on October 31, 2002 and incorporated herein by reference.