SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarter period ended June 30, 2001

                           Commission File No. 0-31080


                                NORTH BAY BANCORP
             (Exact name of registrant as specified in its charter)


              California                                 68-0434802
(State or Jurisdiction of incorporation)    (I.R.S. Employer Identification No.)


                 1500 Soscol Avenue, Napa, California 94559-1314
           (Address of principal executive office including Zip Code)


       Registrant's telephone number, including area code: (707) 257-8585

        Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, No Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSURES:

Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of August 8, 2001: 1,956,525
<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 21E 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,
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, the potential effects
of the California energy crisis, fee and other noninterest income earned as well
as other  factors.  This  entire  Quarterly  Report  should  be read to put such
forward-looking  statements in context and to gain a more complete understanding
of the uncertainties and risks involved in the Company's business.

Moreover,  wherever phrases such as or similar to "In Management's  opinion", or
"Management  considers" are used,  such  statements are as of and based upon the
knowledge  of  Management,  at the time  made and are  subject  to change by the
passage of time and/or  subsequent  events,  and accordingly such statements are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

FINANCIAL INFORMATION

The information for the three months and six months ended June 30, 2001 and June
30,  2000,  is  unaudited,  but  in  the  opinion  of  management  reflects  all
adjustments  which are necessary to present  fairly the  financial  condition of
North Bay Bancorp  (Company) at June 30, 2001 and the results of operations  and
cash flows for the three  months and six months then ended.  Results for interim
periods should not be considered as indicative of results for a full year.

                                        2
<PAGE>
                                     ITEM 1.
                              FINANCIAL STATEMENTS

                                North Bay Bancorp
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        June 30,        June 30,       December 31,
Assets                                                                    2001            2000             2000
                                                                      -------------   -------------    -------------
<S>                                                                   <C>             <C>              <C>
Cash and due from banks                                               $  16,971,000   $   9,794,000    $  15,881,000
Federal funds sold                                                       45,436,000       6,224,000        9,475,000
Time deposits with other financial institutions                             100,000         100,000          100,000
                                                                      -------------   -------------    -------------
          Total cash and cash equivalents                                62,507,000      16,118,000       25,456,000
Investment securities:
  Held-to-maturity                                                        1,334,000       1,372,000        1,353,000
  Available-for-sale                                                     65,123,000      50,127,000       58,251,000
Loans, net of allowance for loan losses of $2,494,000 in June, 2001
  $2,068,000 in June, 2000 and $2,268,000 in December, 2000             169,196,000     138,972,000      150,008,000
Bank premises and equipment, net                                          7,173,000       4,972,000        5,242,000
Accrued interest receivable and other assets                              5,828,000       6,896,000        7,159,000
                                                                      -------------   -------------    -------------
          Total assets                                                $ 311,161,000   $ 218,457,000    $ 247,469,000
                                                                      =============   =============    =============

Liabilities and Shareholders' Equity Liabilities:

Deposits:
  Non-interest bearing                                                $  70,198,000   $  52,304,000    $  60,676,000
  Interest bearing                                                      209,010,000     142,028,000      155,962,000
                                                                      -------------   -------------    -------------
          Total deposits                                                279,208,000     194,332,000      216,638,000

Long term borrowings                                                      2,308,000               0        2,769,000
Short term borrowings                                                             0         500,000                0
                                                                      -------------   -------------    -------------
                                                                          2,308,000         500,000        2,769,000

Accrued interest payable and other liabilities                            1,648,000       1,508,000        1,426,000
                                                                      -------------   -------------    -------------

          Total liabilities                                             283,164,000     196,340,000      220,833,000
                                                                      -------------   -------------    -------------
Shareholders' equity:
Preferred stock - no par value:
Authorized, 500,000 shares;
Issued and outstanding - none
Common stock - no par value:
Authorized, 10,000,000 shares;
Issued and outstanding - 1,956,040 shares in June 2001,
  1,742,119 shares in June, 2000, and 1,850,445 in December, 2000        21,873,000      17,611,000       19,801,000
Retained earnings                                                         5,608,000       5,600,000        6,753,000
Accumulated other comprehensive income (loss)                               516,000      (1,094,000)          82,000
                                                                      -------------   -------------    -------------
               Total shareholders' equity                                27,997,000      22,117,000       26,636,000

          Total liabilities and shareholders' equity                  $ 311,161,000   $ 218,457,000      247,469,000
                                                                      =============   =============    =============
</TABLE>

The accompanying notes are an integral part of these statements

                                        3
<PAGE>
                                NORTH BAY BANCORP
                         CONSOLIDATED INCOME STATEMENTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          Three Months Ended            Six Months Ended
                                       -------------------------    -------------------------
                                        June 30,      June 30,        June 30,     June 30,
                                          2001          2000            2001         2000
                                       -----------   -----------    -----------   -----------
<S>                                    <C>           <C>            <C>           <C>
Interest Income
  Loans (including fees)               $ 3,792,000   $ 3,145,000    $ 7,381,000   $ 5,953,000
  Federal funds sold                       361,000        50,000        605,000       121,000
  Investment securities - taxable          768,000       660,000      1,523,000     1,334,000
  Investment securities - tax exempt       165,000       170,000        332,000       340,000
                                       -----------   -----------    -----------   -----------
Total interest income                    5,086,000     4,025,000      9,841,000     7,748,000

Interest Expense
  Deposits                               1,639,000     1,292,000      3,202,000     2,511,000
  Short term borrowings                          0        18,000          2,000        88,000
  Long term borrowings                      44,000        16,000        107,000        16,000
                                       -----------   -----------    -----------   -----------
Total interest expense                   1,683,000     1,326,000      3,311,000     2,615,000

Net interest income                      3,403,000     2,699,000      6,530,000     5,133,000

Provision for loan losses                  111,000        90,000        222,000       180,000
                                       -----------   -----------    -----------   -----------
Net interest income after
  provision for loan losses              3,292,000     2,609,000      6,308,000     4,953,000

Non interest income                        567,000       637,000      1,112,000     1,151,000

Gains (losses) on securities
transactions, net                                0        (8,000)             0        (8,000)

Non interest expenses
  Salaries and employee benefits         1,542,000     1,039,000      2,950,000     2,022,000
  Occupancy                                200,000       140,000        421,000       252,000
  Equipment                                218,000       186,000        548,000       348,000
  Other                                    915,000       567,000      1,627,000     1,078,000
                                       -----------   -----------    -----------   -----------
Total non interest expense               2,875,000     1,932,000      5,546,000     3,700,000
                                       -----------   -----------    -----------   -----------
Income before provision for
  income taxes                             984,000     1,306,000      1,874,000     2,396,000

Provision for income taxes                 362,000       517,000        698,000       936,000
                                       -----------   -----------    -----------   -----------

Net income                             $   622,000   $   789,000    $ 1,176,000   $ 1,460,000
                                       ===========   ===========    ===========   ===========

Basic earnings per common share:       $      0.32   $      0.45    $      0.60   $      0.85
                                       ===========   ===========    ===========   ===========
Diluted earnings per common share:     $      0.31   $      0.44    $      0.60   $      0.83
                                       ===========   ===========    ===========   ===========
</TABLE>

         The accompanying notes are an integral part of these statements

                                        4
<PAGE>
                                NORTH BAY BANCORP
            CONSOLIDATED STATEMENT OF CHANGE IN SHAREHOLDERS' EQUITY
                                  JUNE 30, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Accumulated
                                                                                        Other           Total
                                      Common Shares      Common        Retained     Comprehensive    Shareholders'  Comprehensive
                                       Outstanding       Stock         Earnings         Income          Equity          Income
                                       ------------    -----------    -----------    ------------    ------------    ------------
<S>                                    <C>             <C>            <C>            <C>             <C>             <C>
BALANCE, DECEMBER 31, 2000                1,850,445    $19,801,000    $ 6,753,000    $     82,000    $ 26,636,000

Stock dividend                               92,307      1,938,000     (1,950,000)                        (12,000)
Cash dividend                                                            (371,000)                       (371,000)
Comprehensive income:
  Net income                                                            1,176,000                       1,176,000    $  1,176,000
  Other comprehensive income, net
    of tax:
  Change in net unrealized gains on
  available-for-sale securities, net
    of tax                                                                                434,000         434,000         434,000
                                                                                                                     ------------
Comprehensive income                                                                                                 $  1,610,000
                                                                                                                     ============
Stock options exercised                      13,288        134,000                                        134,000
                                       ------------    -----------    -----------    ------------    ------------
BALANCE, June 30, 2001                    1,956,040    $21,873,000    $ 5,608,000    $    516,000    $ 27,997,000
                                       ============    ===========    ===========    ============    ============
</TABLE>

The accompanying notes are an integral part of these statements

                                        5
<PAGE>
                                NORTH BAY BANCORP
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                   (IN 000'S)

                                                       Six months Ended June 30,
                                                       -------------------------
                                                           2001         2000
                                                         --------     --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                               $  1,176     $  1,460
Adjustment to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                               515          215
  Provision for loan losses                                   222          180
  Amortization of deferred loan fees                         (200)        (133)
  Premium amortization (discount accretion), net               (6)          15
  Net loss on sale of investment securities                     0            8
  Net loss on sale of assets                                    0            8
  Changes in:
    Interest receivable and other assets                    1,021          388
    Interest payable and other liabilities                    223         (128)
                                                         --------     --------
    Total adjustments                                       1,775          553
                                                         --------     --------
    Net cash provided by operating activities               2,951        2,013
                                                         --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments              19           18
Investment securities available-for-sale:
  Proceeds from maturities and principal payments           7,867        6,213
  Proceeds from sales                                           0        5,151
  Purchases                                               (13,990)      (6,119)
Net increase in loans                                     (19,210)     (18,853)
Capital expenditures                                       (2,446)      (2,313)
                                                         --------     --------
  Net cash used in investing activities                   (27,760)     (15,903)
                                                         --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits                                   62,570       21,952
Decrease in short-term borrowings                               0       (4,500)
Repayment of long-term borrowings                            (461)           0
Stock issued                                                    0        2,787
Stock options exercised                                       134           18
Dividends paid                                               (383)        (315)
                                                         --------     --------
  Net cash provided by financing activities                61,860       19,942
                                                         --------     --------
Net increase in cash and cash equivalents                  37,051        6,052
Cash and cash equivalents at beginning of year             25,456       10,066
                                                         --------     --------
Cash and cash equivalents at end of period               $ 62,507     $ 16,118
                                                         ========     ========
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                          $  2,900     $  2,538
  Income taxes paid                                      $    271     $    892
  Retired Assets                                         $     15     $      0

The accompanying notes are an integral part of these statements

                                        6
<PAGE>
                                NORTH BAY BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 2001


NOTE 1 - BASIS OF PRESENTATION

The accompanying  consolidated financial statements,  which include the accounts
of North Bay Bancorp and its subsidiaries  (the  "Company"),  have been prepared
pursuant to the rules and regulations of the Securities and Exchange  Commission
(SEC) and in Management's opinion,  include all adjustments  (consisting only of
normal recurring  adjustments)  necessary for a fair presentation of results for
such interim  periods.  The  subsidiaries  consist of two community  banks,  The
Vintage Bank,  established in 1985,  and Solano Bank,  which was opened July 17,
2000.  All  significant   intercompany   transactions  and  balances  have  been
eliminated. Certain information and note disclosures normally included in annual
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted pursuant to SEC rules or regulations;  however, the
Company  believes that the disclosures made are adequate to make the information
presented not misleading.  The interim results for the six months ended June 30,
2001 and 2000, 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, 2000.

NOTE 2 - COMMITMENTS

The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$2,115,000,  undisbursed  real estate and  construction  loans of  approximately
$33,440,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately $15,274,000, as of June 30, 2001.

NOTE 3 - EARNINGS PER COMMON SHARE

The  Company  declared  5% stock  dividends  on January 18, 2000 and January 29,
2001. As a result of the stock dividends 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:

                                        7
<PAGE>
                                                    Weighted Average   Per-Share
                                      Net Income         Shares          Amount
                                      ----------       ---------         ------
                                       For the three months ended June 30, 2001
                                      -----------------------------------------
Basic earnings per share               $622,000        1,956,040         $  .32
Stock options                                             21,407
Diluted earnings per share                             1,977,447         $  .31

                                       For the three months ended June 30, 2000
                                      -----------------------------------------
Basic earnings per share               $789,000        1,740,041         $  .45
Stock options                                             33,870
Diluted earnings per share                             1,773,911         $  .44

                                                    Weighted Average   Per-Share
                                      Net Income         Shares          Amount
                                      ----------       ---------         ------
                                       For the six months ended June 30, 2001
                                      -----------------------------------------
Basic earnings per share              $1,176,000       1,951,276         $  .60
Stock options                                             23,921
Diluted earnings per share                             1,975,197         $  .60

                                       For the six months ended June 30, 2000
                                      -----------------------------------------
Basic earnings per share              $1,460,000       1,717,131         $  .85
Stock options                                             35,259
Diluted earnings per share                             1,752,390         $  .83

NOTE 4 - COMPREHENSIVE INCOME

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of income and  changes  in the fair  value of its  available-for-sale
investments reported as a component of shareholders' equity. The following table
presents net income adjusted by the change in unrealized  gains or losses on the
available-for-sale  investments  as a  component  of  comprehensive  income  (in
thousands).

                                                     Three Months Ended June 30,
                                                     ---------------------------
                                                        2001             2000
                                                       ------           ------
Net Income                                             $  622           $  789
Net change in unrealized gains on
available-for-sale investments, net
of tax                                                     20              167
                                                       ------           ------
Comprehensive Income                                   $  642           $  956
                                                       ======           ======

                                                      Six Months Ended June 30,
                                                      -------------------------
                                                        2001             2000
                                                       ------           ------
Net Income                                             $1,176           $1,460
Net change in unrealized gains on
available-for-sale investments, net
of tax                                                    434               77
                                                       ------           ------
Comprehensive Income                                   $1,610           $1,537
                                                       ======           ======

NOTE 5 - 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

                                        8
<PAGE>
permitted,  the Company has  aggregated  the results of the  separate  banks and
branches into a single reportable  segment,  and the Bancorp activities reported
as "Other".

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

                                                 (In 000's)
                                ----------------------------------------------
                               Community               Intersegment
                                Banking      Other     Adjustments  Consolidated
                                --------    --------     --------     --------
Interest Income                 $  9,841    $      0     $      0     $  9,841
Interest Expense                   3,205         106            0        3,311
                                --------    --------     --------     --------
  Net Interest Income              6,636        (106)           0        6,530

Provision for loan losses            222           0            0          222

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

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

The components of the Company's  business segments for the six months ended June
30, 2000 were as follows:

                                                 (In 000's)
                                ----------------------------------------------
                               Community               Intersegment
                                Banking      Other     Adjustments  Consolidated
                                --------    --------     --------     --------
Interest Income                 $  7,748    $      0     $      0     $  7,748
Interest Expense                   2,599          16            0        2,615
                                --------    --------     --------     --------
  Net Interest Income              5,149         (16)           0        5,133

Provision for loan losses            180           0            0          180
Noninterest Income                 1,226       1,078        1,161        1,143
Noninterest Expense                3,193       1,668        1,161        3,700
                                --------    --------     --------     --------
Income (Loss)  Before Tax          3,002        (606)           0        2,396
Provision for
  Income Taxes                     1,188        (252)           0          936
                                --------    --------     --------     --------
Net Income (Loss)               $  1,814    ($   354)    $      0     $  1,460
                                --------    --------     --------     --------

Assets                          $215,940    $ 22,853     $ 20,336     $218,457
Loans, Net                       138,972           0            0      138,972
Deposits                         196,730           0        2,398      194,332
Equity                            17,938      22,117       17,938       22,117

                                        9
<PAGE>
                                     ITEM 2.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

In  addition to the  historical  information,  this  Quarterly  Report  contains
certain forward-looking  statements.  The reader of this Quarterly Report should
understand  that all such  forward-looking  statements  are  subject  to various
uncertainties  and risks that could affect their outcome.  The Company's  actual
results could differ  materially  from those  suggested by such  forward-looking
statements.  Factors that could cause or contribute to such differences include,
but are not limited  to,  variances  in the actual  versus  projected  growth in
assets,  return on assets,  loan losses,  expenses,  rates  charged on loans and
earned on securities investments,  rates paid on deposits,  competition effects,
the potential effects of the California energy crisis, fee and other noninterest
income earned as well as other factors.  This entire  Quarterly Report should be
read  to put  such  forward-looking  statements  in  context  and to gain a more
complete  understanding of the uncertainties and risks involved in the Company's
business.

Moreover,  wherever  phrases  such as or similar to "In  Management's  opinion",
"Management  considers" are used,  such  statements are as of and based upon the
knowledge  of  Management,  at the time  made and are  subject  to change by the
passage of time and/or  subsequent  events,  and accordingly such statements are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

OVERVIEW

Net income was  $622,000 or $.31 per diluted  share for the three  months  ended
June 30, 2001,  compared  with  $789,000 or $.44 per diluted share for the three
months ended June 30, 2000, a decrease of 21%. Net income was $1,176,000 or $.60
per  diluted  share  for the six  months  ended  June 30,  2001,  compared  with
$1,460,000  or $.83 per diluted  share for the six months ended June 30, 2000, a
decrease of 19%. Total assets were $311,161,000 as of June 30, 2001; equating to
a 42% growth in assets during the twelve months ended June 30, 2001.

SUMMARY OF EARNINGS

NET INTEREST INCOME

The following  table  provides a summary of the  components of interest  income,
interest  expense and net interest margin for the six months ended June 30, 2001
and June 30, 2000:

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                               In 000's
                                ------------------------------------------------------------------------
                                              2001                                  2000
                                ----------------------------------   -----------------------------------
                                 Average     Income/     Average      Average      Income/     Average
                                 Balance     Expense    Yield/Rate    Balance      Expense    Yield/Rate
                                ---------   ---------   ----------   ----------   ---------   ----------
<S>                             <C>         <C>          <C>         <C>          <C>          <C>
Loans (1)(2)                    $ 163,007   $   7,381      9.06%     $  132,652   $   5,953      8.98%
                                ---------   ---------                ----------   ---------
Investment securities:
  Taxable                          47,430       1,520      6.41%         40,050       1,331      6.65%
  Non-taxable (3)                  13,828         420      6.07%         14,061         430      6.12%
                                ---------   ---------                ----------   ---------

TOTAL LOANS AND INVESTMENT
SECURITIES                        224,265       9,321      8.31%        186,763       7,714      8.26%

Due from banks, time                  100           3      6.00%            100           3      6.00%
Federal funds sold                 28,203         605      4.29%          3,939         121      6.14%
                                ---------   ---------                ----------   ---------

TOTAL EARNING ASSETS              252,568   $   9,929      7.86%        190,802   $   7,838      8.22%
                                ---------   ---------                ----------   ---------

Cash and due from banks            15,467                                 9,659
Allowance for loan losses          (2,400)                               (1,988)
Premises and equipment, net         6,687                                 3,790
Accrued interest receivable
  and other assets                  6,065                                 6,802
                                ---------                            ----------

TOTAL ASSETS                    $ 278,387                            $  209,065
                                =========                            ==========

LIABILITIES AND SHAREHOLDERS'
EQUITY

Deposits:
  Interest bearing demand       $  92,126   $   1,239      2.69%      $  61,595   $     696      2.26%
  Savings                          18,393         129      1.40%         15,829         149      1.88%
  Time                             70,568       1,834      5.20%         64,491       1,665      5.16%
                                ---------   ---------                ----------   ---------
                                  181,087       3,202                   141,915       2,510

  Long-term borrowings              2,461         107      8.70%            168          16     19.05%
  Short-term borrowings                90           2      4.44%           2833          88      6.21%
                                ---------   ---------                ----------   ---------
                                    2,551         109                     3,001         104
TOTAL INTEREST BEARING
  LIABILITIES                     183,638   $   3,311      3.61%        144,916   $   2,614      3.61%
                                ---------   ---------                ----------   ---------

Noninterest bearing DDA            65,778                                43,656
Accrued interest payable
  and other liabilities             1,542                                 1,188
Shareholders' equity               27,429                                19,305
                                ---------                            ----------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY          $ 278,387                             $ 209,065
                                =========                            ==========

NET INTEREST INCOME                         $   6,618                             $   5,224
                                            =========                             =========
NET INTEREST INCOME TO
AVERAGE EARNING ASSETS
(Net Interest Margin (4))                        5.24%                                5.48%
</TABLE>

                                       11
<PAGE>
(1)  Average loans include nonaccrual loans

(2)  Loan interest  income  includes loan fee income of $452 in 2001 and $313 in
     2000

(3)  Average yields shown are taxable-equivalent.  On a non- taxable basis, 2001
     interest  income  was  $332  with  an  average  yield  of  4.80%;  in  2000
     non-taxable income was $340 and the average yield was 4.84%.

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

Net interest  income  represents the amount by which interest  earned on earning
assets  (primarily loans and investments)  exceed the amount of interest paid on
deposits. Net interest income is a function of volume,  interest rates and level
of non-accrual loans.

Net interest income before the provision for loan losses on a taxable-equivalent
basis for the three months ended June 30, 2001 and June 30, 2000 was  $3,447,000
and  $2,744,000,  respectively.  These  results  equate to a 26% increase in net
interest income for the second quarter of 2001 compared to the second quarter of
2000.  Loan fee income,  which is included  in interest  income from loans,  was
$255,000 for the three months ended June 30, 2001,  compared  with  $179,000 for
the three months ended June 30, 2000.  Net interest  income before the provision
for loan losses on a taxable-equivalent  basis for the six months ended June 30,
2001 and June  30,  2000 was  $6,618,000  and  $5,223,000,  respectively.  These
results equate to a 27% increase in net interest income for the first six months
of 2001 compared to the same period in 2000. Loan fee income,  which is included
in interest  income from loans,  was  $452,000 for the six months ended June 30,
2001,  compared with $313,000 for the six months ended June 30, 2000.The average
balance of earning assets increased  $61,766,000 or 32% during the twelve months
ended June 30, 2001.  Taxable-equivalent interest income increased $2,091,000 or
27% in the  first  six  months of 2001  compared  with the same  period of 2000.
Increase  in the volume of  earning  assets  accounted  for  $2,350,000  of this
increase,  with a decrease of $259,000  attributable to lower rates. The average
balance of interest-bearing  liabilities increased $38,722,000 or 27% during the
first six month of 2001 compared with the same period in 2000.  Interest paid on
interest-bearing  liabilities  increased  $697,000 in 2001  compared  with 2000.
Increase in the volume of deposits and other  borrowings  accounted for $511,000
of this  increase,  while an $185,000  increase was attributed to an increase in
rates.  Management  does not  expect a  material  change  in the  Company's  net
interest margin during the next twelve months as the result of a modest increase
or decrease in general interest rates.

                                       12
<PAGE>
The following  table sets forth a summary of the changes in interest  income and
interest  expense  for the six  months  ended June 30,  2001 over June 30,  2000
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
                                                       2001 Over 2000
                                              ---------------------------------
                                              Volume        Rate         Total
                                              -------      -------      -------
Increase (Decrease) In
  Interest and Fee Income

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

    Investment Securities:
      Taxable                                     246          (57)         189
      Non-Taxable (1)                              (7)          (3)         (10)
    Federal Funds Sold                            745         (261)         484
    Loans                                       1,366           62        1,428
                                              -------      -------      -------
    Total Interest and Fee Income               2,350         (259)       2,091
                                              -------      -------      -------
Increase (Decrease) In
  Interest Expense

    Deposits:
      Interest Bearing
      Transaction Accounts                        345          198          543
      Savings                                      24          (44)         (20)
      Time Deposits                               156           13          169
                                              -------      -------      -------
    Total Deposits                                525          167          692

    Short-term Borrowings                         (85)          (1)         (86)
    Long-term Borrowings                           72           19           91
                                              -------      -------      -------
    Total Interest Expense                        512          185          697
                                              -------      -------      -------
    Net Interest Income                       $ 1,838      ($  444)     $ 1,394
                                              =======      =======      =======

(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 makes 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

                                       13
<PAGE>
evaluation  considers the need for specific  allowance for all classified  loans
over $50,000 and establishes  percentage  allowance  requirements  for all other
loans,  according to the  classification as determined by the Company's internal
grading system.  As of June 30, 2001 the allowance for loan losses of $2,494,000
represented  1.45% of loans  outstanding.  As of June 30,  2000,  the  allowance
represented  1.47% of loans  outstanding.  During the six months  ended June 30,
2001, $222,000 was charged to expense for the loan loss provision, compared with
$180,000 for the same period in 2000.  Net loan  recoveries  were $4,000 for the
first six months of 2001 compared with net  charge-offs  of $99,000,  or 0.1% of
total loans as of June 30, 2000.

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

                                                             In 000's
                                                   -----------------------------
                                                   June 30, 2001   June 30, 2000
                                                   -------------   -------------
Balance, beginning of year                             $2,268         $1,987
Provision for loan losses                                 222            180
Loans charged off                                           0            102
Recoveries of loans previously charged off                  4              3
                                                       ------         ------
Balance, end of period                                 $2,494         $2,068
                                                       ======         ======

Allowance for loan losses to total outstanding loans     1.45%          1.47%

There were no loans on non-accrual at June 30, 2001 or June 30, 2000.

NON-INTEREST INCOME

Non-interest  income was  $567,000  for the three  months  ended  June 30,  2001
compared   with  $637,000  for  the  same  period  in  2000,  an  11%  decrease.
Non-interest  income  was  $1,112,000  for the six months  ended  June 30,  2001
compared with $1,151,000 for the same period in 2000, a 3% decrease. The primary
reason  for the  decrease  in 2001 from  2000 was that the  Company  realized  a
one-time  increase in non-interest  income of $142,000 during the second quarter
of 2000.  This was the  result of  selling  stock  acquired  as the  result of a
demutualization  of an insurance  company in which the Company  holds  policies.
Other  increases in non-interest  income resulted  primarily from an increase in
the number of deposit accounts, transaction volumes and directly related service
charges.

GAIN (LOSSES) ON SECURITIES

There were no gains or losses on  securities  for the three or six months  ended
June 30, 2001.  Net losses of $8,000 for the three and six months ended June 30,
2000 resulted from the sale of several available-for-sale securities.

NON-INTEREST EXPENSE

Non-interest  expense for the three months ended June 30, 2001 and June 30, 2000
was  $2,875,000  and  $1,932,000,  respectively,  a 49%  increase.  Non-interest
expense for the six months ended June 30, 2001 and June 30, 2000 was  $5,546,000
and $3,700,000,  respectively,  a 50% increase.  The increase  compared with the
prior reporting period is primarily due to the Company opening its subsidiary de
novo bank,  Solano  Bank,  on July,  17, 2000.  Salaries  and employee  benefits
expense for the three  months ended June 30, 2001 and 2000 were  $1,542,000  and
$1,039,000, respectively, a 48% increase. Salaries and employee benefits expense
for the six months ended June 30, 2001 and 2000 were  $2,950,000 and $2,022,000,
respectively,  a 46%  increase.  The increase in 2001  resulted  from  increased
salaries  paid  to  Company   officers  and   employees,   and  an  increase  of
approximately  twenty-nine  full-time  equivalent  employees from 96 at June 30,
2000 to 125 at June 30, 2001.  Occupancy expense for the three months ended June
30, 2001 and 2000 were  $200,000 and  $140,000,  respectively,  a 43%  increase.
Occupancy  expense for the six months ended June 30, 2001 and 2000 were $421,000
and $252,000, respectively, representing a 67% increase. The increase in 2001 is
attributed  to opening  three  branch  offices of Solano  Bank in mid 2000.  The
Company had three branch  offices at June 30, 2000 compared with six at June 30,

                                       14
<PAGE>
2001.  Equipment  expense for the three  months ended June 31, 2001 and 2000 was
$218,000  and  $186,000,  respectively,  representing  an  increase  of  17.20%.
Equipment  expenses for the six months ended June 30, 2001 and 2000 was $548,000
and $348,000,  respectively,  an increase of 57%. The increase was primarily due
to an increase in depreciation  expense for the new host banking systems and the
new item  processing and imaging  systems,  as well as,  furniture and equipment
depreciation  expenses of the three new branch  offices.  Other expenses for the
three months ended June 30, 2001 and June 30, 2000 were  $915,000 and  $567,000,
respectively,  a 61% increase.  Other expenses for the six months ended June 30,
2001 and June 30,  2000 were  $1,627,000  and  $1,078,000,  respectively,  a 51%
increase.  The increase from last year is primarily due to costs associated with
operating six branch offices in 2001 in comparison to three in 2000.

INCOME TAXES

The Company  reported a provision for income tax for the three months ended June
30, 2001 and 2000 of $362,000 and $517,000, respectively. The Company reported a
provision  for  income tax for the six  months  ended June 30,  2001 and 2000 of
$698,000 and $936,000,  respectively.  Both the 2001 and 2000 provisions reflect
tax accruals at maximum rates for both federal and state income taxes,  adjusted
for the effect of the Company's investments in tax-exempt municipal securities.

BALANCE SHEET

Total assets as of June 30, 2001 were $311,161,000 compared with $218,457,000 as
of June 30,  2000,  and  $247,469,000  at December  31,  2000  equating to a 42%
increase  during the twelve  months and a 26%  increase for the six months ended
June 30, 2001.  Total  deposits as of June 30, 2001 were  $279,208,000  compared
with  $194,332,000  as of June 30, 2000, and  $216,638,000  at December 31, 2000
representing a 44% increase  during the twelve months and a 29% increase for the
six months ended June 30, 2001. Total loans outstanding as of June 30, 2001 were
$171,690,000 compared with $140,040,000 as of June 30, 2000, and $152,276,000 at
December 31, 2000 equating to a 23% increase  during the twelve months and a 13%
increase for the three months ended June 30, 2001.

BORROWINGS

There were no  short-term  borrowings  at June 30,  2001 or  December  30,  2000
compared with $500,000 at June 30, 2000. Short-term borrowings consist primarily
of federal  funds  purchased  and  borrowings  from Federal Home Loan Bank.  The
Company has a $3,000,000  unsecured loan with Union Bank of  California,  with a
current balance of $2,308,000.  The term of the loan is three and one half years
with principal and interest payments due quarterly.  The loan is a variable rate
loan tied to Union Bank's reference rate,  currently 6.75%. The proceeds of this
loan were primarily invested into the Company's subsidiary, Solano Bank.

LIQUIDITY AND CAPITAL ADEQUACY

The  Company's  liquidity  is  determined  by the level of assets (such as cash,
Federal  Funds,  and  investment in unpledged  marketable  securities)  that are
readily  convertible  to cash  to  meet  customer  withdrawals  and  borrowings.
Management reviews the Company's liquidity position on a regular basis to ensure
that it is adequate to meet projected  loan funding and potential  withdrawal of
deposits.  The  Company  has  a  comprehensive  Asset/Liability  Management  and
Liquidity Policy, which it uses to determine adequate liquidity.  As of June 30,
2001 liquid  assets were 41% of total  assets,  compared with 30% as of June 30,
2000 and 33% at December 31, 2000.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICA)  established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital
of at least  10%,  tier 1  risked-based  capital  of at least 6%, and a leverage
ratio of at least 5%. As of June 30,  2001,  the  Company's  risk-based  capital
ratio was 12.58%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 11.54% and 9.54%, respectively.

                                       15
<PAGE>
As the following table indicates,  The Company, The Vintage Bank and Solano Bank
currently exceeds the regulatory capital minimum requirements and are considered
"Well Capitalized" according to regulatory guidelines.

<TABLE>
<CAPTION>
                                                                     To Be Well Capitalized
                                                   For Capital       Under Prompt Corrective
                                Actual          Adequacy Purposes       Action Provisions
                          ------------------    -----------------      -------------------
                                                   (In 000's)
                          ----------------------------------------------------------------
                          Amount      Ratio     Amount     Ratio       Amount       Ratio
                          -------    -------    -------    ------      -------     -------
<S>                       <C>        <C>        <C>        <C>         <C>         <C>
As of June 30, 2001:
Total Capital (to Risk
  Weighted Assets)
     Consolidated         $29,976     13.09%    $18,314    >=8.00%     $22,892     >=10.00%
     The Vintage Bank      21,000     10.31%     16,300    >=8.00%      20,375     >=10.00%
     Solano Bank            8,056     35.73%      1,804    >=8.00%       2,255     >=10.00%
Tier I Capital (to Risk
  Weighted Assets)
     Consolidated          27,482     12.00%      9,157    >=4.00%      13,735      >=6.00%
     The Vintage Bank      18,573      9.12%      8,150    >=4.00%      12,225      >=6.00%
     Solano Bank            7,989     35.43%        902    >=4.00%       1,353      >=6.00%
Tier I Capital (to
  Average Assets)
     Consolidated          27,482      9.54%     11,519    >=4.00%      14,393      >=5.00%
     The Vintage Bank      18,573      7.37%     10,082    >=4.00%      12,602      >=5.00%
     Solano Bank            7,989     22.23%      1,437    >=4.00%       1,797      >=5.00%
</TABLE>

                                       16
<PAGE>
                                     ITEM 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Utilizing the  simulation  model to measure  interest rate risk at June 30, 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 10KSB for December 31, 2000.

                           PART II - OTHER INFORMATION

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other  than  ordinary  routine  litigation  incidental  to the  business  of the
Company, there were no material legal proceedings.

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

     (a) The Second Annual Meeting of the  shareholders  of the Company was held
on April 24, 2001.

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

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

                                       17
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) An index of exhibits begins on page 16.

     (b) On May 1,  2001,  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 March 31, 2001. No financial  statements  were filed with the
Current Report on Form 8-K.

                                       18
<PAGE>
Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Company has duly caused this quarterly  report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                        NORTH BAY BANCORP
                                        A California Corporation


Date: August 9, 2001                    BY: /s/ Terry L. Robinson
                                            ------------------------------------
                                            Terry L. Robinson
                                            President & CEO
                                            (Principal Executive Officer)


Date: August 9, 2001                    BY: /s/ Lee-Ann Cimino
                                            ------------------------------------
                                            Lee-Ann Cimino
                                            Sr. Vice President & CFO
                                            (Principal Financial Officer)

                                       19
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION
-----------    -----------
   10.1        Amended and Restated Employment  Agreement entered into as of May
               1, 2001 by and between North Bay Bancorp and Terry L. Robinson

   10.2        Employment  Agreement  entered  into  as of  May 1,  2001  by and
               between Solano Bank and Glen C. Terry

   10.3        Employment  Agreement  entered  into  as of  May 1,  2001  by and
               between North Bay Bancorp and Kathi Metro

   10.4        Employment  Agreement  entered  into  as of  May 1,  2001  by and
               between North Bay Bancorp and Dale Brain

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