EXHIBIT 31.2

                                  CERTIFICATION


I, Lee-Ann Cimino, certify that:

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

2.       Based  on my  knowledge,  this  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 report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present 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 report;

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

         (a)   Designed such disclosure  controls and procedure,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  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 report is being prepared;

         (b)   [Paragraph reserved pursuant to SEC Release 33-8238]

         (c)   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

         (d)   Disclosed in this report any change in the registrant's  internal
               control   over   financial   reporting   that   occurred   during
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

5.       The  registrant's  other  certifying  officer(s) and I have  disclosed,
         based on our most recent  evaluation of internal control over financial
         reporting,  to the  registrant's  auditors  and the audit  committee of
         registrant's  board of directors (or persons  performing the equivalent
         functions):

         (a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; 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 over financial reporting.


Date:  November 12, 2004                   /s/ Lee-Ann Cimino
                                           -------------------------------------
                                           Lee-Ann Cimino
                                           Senior Vice President and
                                           Chief Financial Officer
                                           Principal Financial Officer


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