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, 2005


Commission File No.  0-31080

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


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


              1190 Airport Road, Suite 101, Napa, California 94558
              ----------------------------------------------------
           (Address of principal executive office including Zip Code)


Registrant's telephone number, including area code:  (707) 252-5026

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

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

                           Common Stock, No Par Value
                           --------------------------

                         Preferred Share Purchase Rights
                         -------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

              Yes __X__          No _____

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

              Yes _____          No __X__


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of August 11, 2005: 3,887,950


<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 United States' war on terrorism,  the war in
Iraq, in the stock market,  the public debt market and other capital markets and
the impact of such  conditions  of the  Company;  (v)  continued  changes in the
interest rate  environment may reduce interest  margins and adversely impact net
interest   income;   (vi)  the  ability  to  satisfy  the  requirements  of  the
Sarbanes-Oxley Act and other regulations  governing internal controls;  (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 are prefaced with  qualifiers such as or similar to
"In Management's  opinion" and "Management  considers" are used throughout these
statements,  it is an indication  that the opinion  expressed was based upon the
knowledge  of  Management  at the time  made,  and is  subject  to change by the
passage of time and/or  subsequent  events.  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, 2005 and June
30, 2004 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,  2005 and June  30,  2004  and the  results  of
operations  and cash flows for the three and six months then ended.  Results for
interim  periods  should not be  considered  as indicative of results for a full
year.

                                       2

<PAGE>
<TABLE>

                                     Item 1.
                              FINANCIAL STATEMENTS
<CAPTION>

                                                                                    North Bay Bancorp
                                                                              Consolidated Balance Sheets
                                                                                       (Unaudited)
                                                                              (In 000's except share data)

                                                                          June 30,     June 30,   December 31,
Assets                                                                      2005         2004         2004
                                                                         ---------    ---------    --------
<S>                                                                      <C>          <C>          <C>
Cash and Cash Equivalents:
   Cash and due from banks                                               $  24,369    $  35,740    $ 27,342
   Federal funds sold                                                       40,080       11,180      32,865
                                                                         ---------    ---------    --------
                 Total cash and cash equivalents                            64,449       46,920      60,207

Time deposits with other financial institutions                                100          100         100

Investment Securities:
   Available-for-sale                                                       89,173       94,427      94,788
   Equity securities                                                         4,641        2,532       4,595
                                                                         ---------    ---------    --------
                 Total investment securities                                93,814       96,959      99,383


Loans, net of allowance for loan losses of $4,541 in June, 2005
   $3,782 in June, 2004 and $4,136 in December, 2004                       396,622      334,358     373,629
Loans held-for-sale                                                          9,707       18,855       4,604
Investment in subsidiary                                                       310          310         310
Bank premises and equipment, net                                             9,731       10,691      10,336
Accrued interest receivable and other assets                                15,424       13,636      13,494
                                                                         ---------    ---------    --------
                 Total assets                                            $ 590,157    $ 521,829    $562,063
                                                                         =========    =========    ========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                  $ 152,065    $ 114,657    $127,250
   Interest bearing                                                        357,596      334,136     357,243
                                                                         ---------    ---------    --------
                 Total deposits                                            509,661      448,793     484,493

Subordinated debentures                                                     10,310       10,310      10,310
Long term borrowings                                                        19,000       19,000      19,000
Accrued interest payable and other liabilities                               3,958        3,364       4,126
                                                                         ---------    ---------    --------
                 Total liabilities                                         542,929      481,467     517,929

Shareholders' equity:

Preferred stock - no par value:
   Authorized, 500,000 shares;
   Issued and outstanding - none
Common stock - no par value:
   Authorized, 15,000,000 shares;
   Issued and outstanding - 3,884,700 shares in June, 2005,
      3,807,676 shares in June, 2004, and 3,641,289 in December, 2004       39,476       33,242      33,473
Retained earnings                                                            7,981        7,684      10,500
Accumulated other comprehensive (loss) income                                 (229)        (564)        161
                                                                         ---------    ---------    --------
                 Total shareholders' equity                                 47,228       40,362      44,134

                 Total liabilities and shareholders' equity              $ 590,157    $ 521,829    $562,063
                                                                         =========    =========    ========

<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                                           North Bay Bancorp
                                                     Consolidated Income Statements
                                                               (Unaudited)
                                                       (In 000's except share data)
                                             Three Months Ended         Six Months Ended
                                            June 30,     June 30,     June 30,      June 30,
                                             2005         2004         2005          2004
                                            ------       ------       -------       -------
<S>                                         <C>          <C>          <C>           <C>
Interest Income
   Loans (including fees)                   $6,978       $5,394       $13,578       $10,650
   Federal funds sold                          210           58           340           100
   Investment securities - taxable             848          706         1,683         1,312
   Investment securities - tax exempt          109          136           220           296
                                            ------       ------       -------       -------
Total interest income                        8,145        6,294        15,821        12,358

Interest Expense
   Deposits                                    848          611         1,599         1,168
   Short term borrowings                         0            0             0             1
   Long term debt                              323          248           624           378
                                            ------       ------       -------       -------
Total interest expense                       1,171          859         2,223         1,547

Net interest income                          6,974        5,435        13,598        10,811

Provision for loan losses                      230          174           415           360
                                            ------       ------       -------       -------
Net interest income after
   provision for loan losses                 6,744        5,261        13,183        10,451

Non interest income                          1,021          995         1,977         1,981
Gains on securities transactions, net            0          262             0           262
                                            ------       ------       -------       -------
Total non interest income                    1,021        1,257         1,977         2,243

Non interest expenses
   Salaries and employee benefits            2,735        2,563         5,459         5,067
   Occupancy                                   446          344           840           711
   Equipment                                   532          515         1,079         1,007
   Other                                     1,460        1,149         2,830         2,383
                                            ------       ------       -------       -------
Total non interest expense                   5,173        4,571        10,208         9,168
                                            ------       ------       -------       -------
Income before provision for
   Income taxes                              2,592        1,947         4,952         3,526

Provision for income taxes                   1,007          740         1,905         1,284
                                            ------       ------       -------       -------

Net income                                  $1,585       $1,207       $ 3,047       $ 2,242
                                            ======       ======       =======       =======

Basic earnings per common share:            $ 0.41       $ 0.32       $  0.79       $  0.59
                                            ======       ======       =======       =======
Diluted earnings per common share:          $ 0.39       $ 0.31       $  0.75       $  0.57
                                            ======       ======       =======       =======
Dividends paid:                             $ 0.00       $ 0.00       $  0.15       $  0.13
                                            ======       ======       =======       =======
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>


                                       4
<PAGE>
<TABLE>

                                North Bay Bancorp
                 Consolidated Statements of Comprehensive Income
                                   (Unaudited)
                                   (In 000's)
<CAPTION>

                                                         Three Months Ended      Six Months Ended
                                                        June 30,    June 30,   June 30,    June 30,
                                                          2005        2004       2005        2004
                                                        -------     -------    -------     -------
<S>                                                     <C>         <C>        <C>         <C>
Net income                                              $ 1,585     $ 1,207    $ 3,047     $ 2,242

Other comprehensive income (loss), net of tax:
     Change in net unrealized losses on
     available-for sale securities, during the
     period, net of deferred income tax (benefit)
     of $215, ($1,140), ($278), and ($834),
     respectively.                                          304      (1,603)      (390)     (1,172)
                                                        -------     -------    -------     -------
Total other comprehensive income (loss)                 $ 1,889     $  (396)   $ 2,657     $ 1,070
                                                        =======     =======    =======     =======
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>
<TABLE>

                                North Bay Bancorp
            Consolidated Statement of Change in Shareholders' Equity
                            For the Six Months Ended
                                  June 30, 2005
                              (Unaudited) (In 000's
                               except share data)
<CAPTION>


                                                                                       Accumulated
                                                                                          Other         Total
                                            Common Shares    Common       Retained    Comprehensive  Shareholders'
                                            Outstanding       Stock       Earnings     Income (loss)    Equity
                                            ----------------------------------------------------------------------
<S>                                          <C>            <C>          <C>             <C>          <C>
BALANCE, DECEMBER 31, 2004                   3,641,289      $ 33,473     $ 10,500        $ 161        $44,134

Stock dividend                                 184,353         4,996       (5,011)                        (15)
Cash dividend                                                                (555)                       (555)
Comprehensive income:
    Net income                                                              3,047                       3,047
    Other comprehensive loss, net of tax:
       Change in net unrealized losses on
       available-for-sale securities,
       net of a tax benefit of $278                                                       (390)          (390)

Comprehensive income
Stock options exercised, including a
tax benefit of $240                             59,058         1,007            0            0          1,007
                                            ----------      --------     --------        -----        -------
BALANCE, JUNE 30, 2005                       3,884,700      $ 39,476     $  7,981        $(229)       $47,228
                                            ==========      ========     ========        =====        =======

<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>


                                       5
<PAGE>

                                     North Bay Bancorp
                           Consolidated Statement of Cash Flows
                                         Unaudited
                                        (In 000's)
                                                       Six Months Ended June 30,
                                                         2005          2004
                                                       --------      ---------
Cash Flows From Operating Activities:
Net income                                             $  3,047      $   2,242
Adjustment to reconcile net income to net cash
  used by operating activities:
  Depreciation and amortization                             806            802
  Provision for loan losses                                 415            360
  Amortization of deferred loan fees                       (432)          (297)
  Proceeds from sale of loans held-for-sale              48,434         84,271
  Purchase of loans held-for-sale                       (53,537)      (100,031)
  Premium amortization (discount accretion), net             28            175
  Gain on securities transactions                             0           (262)
   Changes in:
    Interest receivable and other assets                 (1,618)          (520)
    Interest payable and other liabilities                   72           (211)
                                                       --------      ---------
   Net cash used in operating activities                 (2,785)       (13,471)
                                                       --------      ---------
Cash Flows From Investing Activities:
Investment securities available-for-sale:
  Proceeds from maturities and principal payments         6,453         24,897
  Proceeds from sale of securities                            0          4,322
  Purchases                                              (1,533)       (34,911)
Equity securities:
  Purchases                                                 (46)        (1,181)
Net increase in loans                                   (22,976)       (31,282)
Capital expenditures                                       (236)          (584)
                                                       --------      ---------
   Net cash used in investing activities                (18,338)       (38,739)
                                                       --------      ---------
Cash Flows From Financing Activities:
Net increase in deposits                                 25,168         42,348
Increase in long-term borrowings                              0         19,000
Stock options exercised                                     767            306
Dividends paid                                             (570)          (475)
                                                       --------      ---------
   Net cash provided by financing activities             25,365         61,179
                                                       --------      ---------
Net increase  in cash and cash equivalents                4,242          8,969
Cash and cash equivalents at beginning of year           60,207         37,951
                                                       --------      ---------
Cash and cash equivalents at end of period             $ 64,449      $  46,920
                                                       ========      =========
Supplemental Disclosures of Non-Cash Investing and
Finance Activities:
   Unrealized gain on securities                       $    667      $   2,007
   Tax benefit on non-qualified options exercised      $    240      $      20
   Stock dividends                                     $  4,996      $   3,706
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                        $  2,198      $   1,511
  Taxes paid                                           $  1,955      $   1,770


The accompanying notes are an integral part of these statements


                                       6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                  June 30, 2005


NOTE 1 - Basis of Presentation
------------------------------

The accompanying  consolidated financial statements,  which include the accounts
of North Bay Bancorp  and its  subsidiary,  together  the  "Company",  have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission 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 subsidiary is The Vintage Bank, a community bank
established in 1985, and its operating division Solano Bank which opened in 2000
and  Vintage  Capital  Trust,  a  subsidiary  of The  Vintage  Bank,  which  was
established in February  2003. All  significant  intercompany  transactions  and
balances have been eliminated.

Certain  information and note disclosures  normally included in annual financial
statements   prepared  in  accordance  with  United  States  generally  accepted
accounting  principles  have been omitted  pursuant to SEC rules or regulations;
however, the Company believes that the disclosures made are adequate to make the
information  presented not misleading.  The interim results for the three months
and six months ended June 30, 2005 and 2004, 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, 2004.


NOTE 2 - Commitments
--------------------

The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$7,691,000,  undisbursed  real estate and  construction  loans of  approximately
$19,967,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately  $86,068,000,  as of June 30,  2005.  The Company had  outstanding
standby Letters of Credit of approximately  $2,185,000,  undisbursed real estate
and construction loans of approximately $20,086,000,  and undisbursed commercial
and consumer lines of credit of approximately $72,929,000, as of June 30, 2004.


NOTE 3 - Earnings Per Common Share
----------------------------------

The Company declared 5% stock dividends on January 26, 2004 and January 26, 2005
as well as a 3-for-2  stock split  November 22,  2004.  As a result of the stock
dividends and stock split the number of common shares  outstanding  and earnings
per share data were 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
                                    ----------                ------                 ------
                                               (Dollars in 000's except share data)

                                           For the three months ended June 30, 2005
                                           ----------------------------------------
<S>                                  <C>                    <C>                     <C>
  Basic earnings per share           $1,585                 3,884,162               $0.41
  Dilutive effect of stock options                            150,042
  Diluted earnings per share                                4,034,205               $0.39

                                           For the three months ended June 30, 2004
                                           ----------------------------------------
  Basic earnings per share           $1,207                 3,814,170               $0.32
  Dilutive effect of stock options                            123,050
  Diluted earnings per share                                3,937,220               $0.31

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

                                           For the six months ended June 30, 2005
                                           --------------------------------------
  Basic earnings per share           $3,047                 3,866,555               $0.79
  Dilutive effect of stock options                            171,735
  Diluted earnings per share                                4,038,290               $0.75

                                           For the six months ended June 30, 2004
                                           --------------------------------------
  Basic earnings per share           $2,242                 3,787,596               $0.59
  Dilutive effect of stock options                            126,006
  Diluted earnings per share                                3,913,602               $0.57
</TABLE>


                                       7
<PAGE>

NOTE 4- Stock-Based Compensation
--------------------------------

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

                                               (In 000's except share data)
                                            For the three months ended June 30,
                                                  2005            2004
                                                -------         -------
Net income as reported                          $ 1,585         $ 1,207
Total stock-based employee
   compensation expense determined under
   the fair value based method
   for all awards, net of related
   tax effects                                      179              83
                                                -------         -------
Net income pro forma                            $ 1,406         $ 1,124
Earnings per share:
      As reported:
Basic                                           $   .41         $   .32
Diluted                                         $   .39         $   .31
      Pro forma:
Basic                                           $   .36         $   .29
Diluted                                         $   .35         $   .29



                                               (In 000's except share data)
                                            For the six months ended June 30,
                                                  2005            2004
                                                -------         -------
Net income as reported                          $ 3,047         $ 2,242
Total stock-based employee
   compensation expense determined under
   the fair value based method
   for all awards, net of related
   tax effects                                      260             166
                                                -------         -------
Net income pro forma                            $ 2,787         $ 2,076
Earnings per share:
      As reported:
Basic                                           $   .79         $   .59
      Diluted                                   $   .75         $   .57
      Pro forma:
Basic                                           $   .72         $   .55
Diluted                                         $   .69         $   .53


NOTE 5 - Impact of Recently Issued Accounting Standards
-------------------------------------------------------

In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  Consolidation of Variable  Interest  Entities (FIN 46R), which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest Entities (VIEs),  which was issued in January
2003.  The  Company was  required to apply FIN 46R to variable  interest in VIEs
created after December 31, 2003.  For variable  interests in VIEs created before
January 1, 2004,  the FIN 46R will be applied  beginning on January 1, 2005. For
an VIEs that must be consolidated under FIN 46R that were created before January
1,  2004,  the  assets,  liabilities  and  noncontrolling  interests  of the VIE
initially would be measured a their carrying amounts with any difference between
the net amount added to the balance sheet and any previously recognized interest
being recognized as the cumulative effect of an accounting change. If determined
the carrying  amounts is not  practicable,  fair value at the date FIN 46R first
applies  may be used to  measure  the  assets,  liabilities  and  noncontrolling
interest  of the VIE.  The  Company  currently  does not have any VIEs  that are
within the scope of this Statement.

In December  2004,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standard No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires
all  share-based  payments to  employees,  including  grants of  employee  stock


                                       8
<PAGE>

options, to be recognized in the financial statements based on their fair values
beginning with the first interim  reporting  period of the Company's fiscal year
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
on January 1, 2006.  Under SFAS 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.  The transition methods include  prospective and retroactive  adoption
options.  Under the retroactive option,  prior periods may be restated either as
of the  beginning  of the year of  adoption or for all  periods  presented.  The
prospective  method  requires  that  compensation  expense be  recorded  for all
unvested stock options at the beginning of the first quarter of adoption of SFAS
123R, while the retroactive  methods would record  compensation  expense for all
unvested  stock options and  restricted  stock  beginning  with the first period
restated.  The Company is evaluating the  requirements  of SFAS 123R and expects
that the adoption of SFAS 123R will not have a material  impact on the Company's
consolidated  results of operations and earnings per share.  The Company has not
yet  determined  the method of adoption or the effect of adopting SFAS 123R, and
it has not  determined  whether the  adoption  will  result in amounts  that are
similar to the current pro forma disclosures under SFAS 123.

NOTE 6 - Borrowings
-------------------

Total  borrowings  were $19 million at June 30, 2005 and at June 30,  2004.  The
following table summarizes the borrowings:

                     Fixed Rate Borrowings at June 30, 2005
                                  ($ in 000's)

                                       Amount     Maturity Date    Interest Rate
                                       ------     -------------    -------------
Federal Home Loan Bank Advance        $ 5,000       4-17-2006          2.24%
Federal Home Loan Bank Advance          5,000       4-16-2007          2.83%
Federal Home Loan Bank Advance          9,000       4-14-2008          3.23%
                                      -------
Total                                 $19,000
Weighted average interest rate                                         2.86%


                                       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,
fee and other noninterest income earned, the economic uncertainty created by the
United  States' war on terrorism and the war in Iraq, as well as other  factors.
This  entire  Quarterly  Report  should  be  read  to put  such  forward-looking
statements  in  context  and  to  gain  a  more  complete  understanding  of the
uncertainties and risks involved in the Company's business.

Moreover,  wherever  phrases are prefaced with  qualifiers such as or similar to
"In Management's  opinion" and "Management  considers" are used throughout these
statements,  it is an indication  that the opinion  expressed was based upon the
knowledge  of  Management  at the time  made,  and is  subject  to change by the
passage of time and/or  subsequent  events.  Accordingly,  such  statements  are
subject  to the same  risks  and  uncertainties  noted  above  with  respect  to
forward-looking statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

The  Company's  accounting  policies are integral to  understanding  the results
reported.  The most complex accounting policies require management's judgment to
ascertain the valuation of assets,  liabilities,  commitments and contingencies.
The Company has established  detailed  policies and control  procedures that are
intended  to  ensure   valuation   methods  are  well   controlled  and  applied
consistently from period to period. In addition, the policies and procedures are
intended  to ensure that the process  for  changing  methodologies  occurs in an
appropriate  manner.  The  following  is a  brief  description  of  our  current
accounting policies involving significant management valuation judgments.

Allowance for Loan  Losses.

The allowance for loan losses  represents  management's  best estimate of losses
inherent  in the  existing  loan  portfolio.  The  allowance  for loan losses is
increased  by the  provision  for loan losses  charged to expense and reduced by
loans charged-off, net of recoveries.

We evaluate our  allowance for loan losses on a monthly  basis.  We believe that
the allowance for loan losses is a "critical  accounting estimate" because it is
based  upon   management's   assessment   of  various   factors   affecting  the
collectibility  of  the  loans,   including   current  and  projected   economic
conditions,  past  credit  experience,  delinquency  status,  the  value  of the
underlying collateral, if any, and a continuing review of the portfolio of loans
and commitments.

We determine the appropriate  level of the allowance for loan losses,  primarily
on an analysis of the various  components of the loan  portfolio,  including all
significant  credits on an individual basis. We segment the loan portfolios into
as many  components as practical.  Each  component  would  normally have similar
characteristics,  such as risk  classification,  past due status,  type of loan,
industry or collateral.

Management  has an  established  methodology  for  calculating  the level of the
allowance for loan losses. We analyze the following  components of the portfolio
and provide for them in the allowance for loan losses:

Specific allowances defined as:

     o      Management  assessment  of all loans  classified as  substandard  or
            worse, with an outstanding balance of $100,000 or more

     o      A specific  allowance is provided for any amount by which the loan's
            collateral  fair  value  is  insufficient  to  cover  the  loan;  or
            discounting  estimated future cash flows, or by observing the loan's
            market  price if it is of a kind  for  which  there  is a  secondary
            market

General allowance defined as:

     o      An allowance for all loans outstanding  within the portfolio and not
            contained in the specific allowances

Judgmental allowance defined as:

     o      National and local economic trends and conditions

     o      Trends in volume of loans

     o      Changes in underwriting standards and/or lending personnel

     o      Concentrations of credit within the portfolio

No assurance can be given that the Company will not sustain loan losses that are
sizable in relation to the amount  provided,  or that subsequent  evaluations of
the loan  portfolio  will not require an increase in the  allowance.  Prevailing
factors  in  association  with  the  methodology  may  include   improvement  or
deterioration  of  individual  commitments  or pools of similar  loans,  or loan
concentrations.

Available for Sale Securities.

SFAS 115 requires that  Available for Sale  securities be carried at fair value.
We believe this is a "critical  accounting estimate" in that the fair value of a


                                       10
<PAGE>


security is based on quoted  market  prices or if quoted  market  prices are not
available,  fair  values  are  extrapolated  from the  quoted  prices of similar
instruments.  Adjustments to the Available for Sale securities fair value impact
the  consolidated  financial  statements by increasing or decreasing  assets and
shareholders' equity. A decline in the market value of Investments classified as
available-for-sale  are reported at fair value with unrealized  gains and losses
net of related  tax,  if any,  reported  as other  comprehensive  income and are
included in shareholders' equity.

A decline  in the market  value of any  available-for-sale  or  held-to-maturity
security below cost that is deemed other than  temporary  results in a charge to
earnings  and  the  corresponding  establishment  of a new  cost  basis  for the
security.  Premiums and discounts are amortized or accreted over the life of the
related  held-to-maturity  or  available-for-sale  security as an  adjustment to
yield using the  effective  interest  method.  Dividend and interest  income are
recognized when earned.  Realized gains and losses for securities  classified as
available-for-sale and held-to-maturity are included in earnings and are derived
using the specific  identification method for determining the cost of securities
sold.

Deferred Tax Assets.

Deferred  income  taxes  reflect the  estimated  future tax effects of temporary
differences  between the reported amount of assets and liabilities for financial
purposes and such amounts as measured by tax laws and  regulations.  We consider
the scheduled  reversal of deferred tax  liabilities,  projected  future taxable
income,  amounts available in the carryback periods, and tax planning strategies
to support  our  position  that it is more  likely  than not the  benefit of our
deferred tax assets will be realized.

OVERVIEW
--------

Net income was  $1,585,000  or $.39 per diluted share for the three months ended
June 30, 2005,  compared with $1,207,000 or $.31 per diluted share for the three
months ended June 30, 2004,  an increase of 31%.  Net income was  $3,047,000  or
$.75 per diluted  share for the six months  ended June 30, 2005,  compared  with
$2,242,000  or $.57 per diluted share for the six months ended June 30, 2004, an
increase of 36%. Total assets were $590,157,000 as of June 30, 2005; equating to
a 13% growth in assets during the twelve months ended June 30, 2005.

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 three months ended June 30,
2005 and June 30, 2004:
<TABLE>
<CAPTION>

                                                                 (In 000's)
                                                   2005                                   2004
                                                ---------                               ---------
                                    Average      Income/       Average      Average     Income/     Average
                                    Balance      Expense      Yield/Rate    Balance     Expense    Yield/Rate
                                   --------------------------------------------------------------------------
<S>                                <C>          <C>             <C>        <C>          <C>          <C>
Loans  (1)  (2)                    $ 406,169    $   6,978       6.87%      $ 344,421    $   5,394    6.26%
Investment securities:
  Taxable                             83,942          846       4.03%         74,431          705    3.79%
  Non-taxable (3)                     11,855          145       4.89%         14,078          174    4.94%
                                   ---------    ---------                  ---------    ---------
TOTAL LOANS AND INVESTMENT
SECURITIES                           501,966        7,969       6.35%        432,930        6,273    5.80%

 Due from banks, time                    100            1       4.00%            100            1    4.00%
 Federal funds sold                   26,074          211       3.24%         23,322           58     .99%
                                   ---------    ---------                  ---------    ---------
TOTAL EARNING ASSETS                 528,140    $   8,181       6.20%        456,352    $   6,332    5.55%
                                   ---------    ---------                  ---------    ---------

 Cash and due from banks              35,373                                  35,247
 Allowance for loan losses           (4,388)                                  (3,700)
 Premises and equipment, net           9,928                                  10,737
 Accrued interest receivable
   and other assets                   14,258                                  13,558
                                   ---------                               ---------
TOTAL ASSETS                       $ 581,311                               $ 512,194
                                   =========                               =========
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>          <C>             <C>        <C>          <C>          <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
 Deposits:
   Interest bearing demand         $ 235,613    $     446       0.76%      $ 210,836    $     270    0.51%
   Savings                            41,489           22       0.21%         40,434           23    0.23%
   Time                               73,351          380       2.07%         75,461          318    1.69%
                                   ---------    ---------                  ---------    ---------
                                     350,453          848        .97%        326,731          611     .75%

   Short-term debt                         0            0       0.00%              0            0    0.00%
   Long-term debt                     29,310          323       4.41%         25,267          248    3.93%
                                   ---------    ---------                  ---------    ---------
                                      29,310          323                     25,267          248

TOTAL INTEREST BEARING
 LIABILITIES                         379,763    $   1,171       1.23%        351,998    $     859     .98%
                                   ---------    ---------                  ---------    ---------

 Noninterest bearing DDA             151,084                                 116,108
 Accrued interest payable
   and other liabilities               3,880                                   3,788
 Shareholders' equity                 46,584                                  40,300
                                   ---------                               ---------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY              $ 581,311                               $ 512,194
                                   =========                               =========

NET INTEREST INCOME                             $   7,010                               $   5,473
                                                =========                               =========
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                            5.31%                                   4.80%

<FN>
(1)  Average loans would include nonaccrual loans. The Company had no nonaccrual
     loans during 2005 or 2004.

(2)  Loan  interest  income  includes  loan fee  income of $267 and $221 for the
     three months ended June 30, 2005 and June 30, 2004, respectfully.

(3)  Average yields shown are on a  taxable-equivalent  basis.  On a non-taxable
     basis,  2005  interest  income on tax  exempt  securities  was $109 with an
     average yield of 3.68%; in 2004, on a non-taxable basis, interest income on
     tax exempt securities was $136 with an average yield of 3.86%.

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

The following  table  provides a summary of the  components of interest  income,
interest expense and net interest margins for the six months ended June 30, 2005
and June 30, 2004:
<TABLE>
<CAPTION>

                                                                 (In 000's)
                                                   2005                                   2004
                                                ---------                               ---------
                                    Average      Income/       Average      Average     Income/     Average
                                    Balance      Expense      Yield/Rate    Balance     Expense    Yield/Rate
                                   --------------------------------------------------------------------------
<S>                                <C>          <C>             <C>        <C>          <C>          <C>

 Loans  (1)  (2)                   $ 397,081    $  13,578       6.84%      $ 329,081    $  10,650     6.47%
 Investment securities:
   Taxable                            85,198        1,682       3.95%         71,351        1,310     3.67%
   Non-taxable (3)                    11,869          290       4.89%         15,271          392      5.13%
                                   ---------    ---------                  ---------    ---------

TOTAL LOANS AND INVESTMENT
SECURITIES                           494,148       15,550       6.29%        415,703       12,352     5.94%

 Due from banks, time                    100            1       2.00%            100            2     4.00%
 Federal funds sold                   21,860          340       3.11%         19,910          100     1.00%
                                   ---------    ---------                  ---------    ---------

TOTAL EARNING ASSETS                 516,108    $  15,891       6.16%        435,713    $  12,454     5.72%
                                   ---------    ---------                  ---------    ---------

 Cash and due from banks              34,470                                  33,110
 Allowance for loan losses            (4,297)                                 (3,648)
 Premises and equipment, net          10,074                                  10,781
 Accrued interest receivable
   and other assets                   14,115                                  13,281
                                   ---------                               ---------

TOTAL ASSETS                       $ 570,470                               $ 489,237
                                   =========                               =========

LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand         $ 229,647    $     833       0.73%      $ 205,849    $     517     0.50%
   Savings                            41,970           47       0.22%         39,206           44     0.22%
   Time                               74,868          720       1.92%         73,786          607     1.65%
                                   ---------    ---------                  ---------    ---------
                                     346,485        1,600        .92%        318,841        1,168      .73%
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>
<S>                                <C>          <C>             <C>        <C>          <C>          <C>
   Short-term debt                         0            0       0.00%              0            1     0.00%
   Long-term debt                     29,310          623       4.25%         17,633          378     4.29%
                                   ---------    ---------                  ---------    ---------
                                      29,310          623                     17,633          379

TOTAL INTEREST BEARING
  LIABILITIES                        375,795    $   2,223       1.18%        336,474    $   1,547      .92%
                                   ---------    ---------                  ---------    ---------

 Noninterest bearing DDA             144,358                                 108,837
 Accrued interest payable
   and other liabilities               4,263                                   4,477
 Shareholders' equity                 46,054                                  39,449
                                   ---------                               ---------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY              $ 570,470                               $ 489,237
                                   =========                               =========

NET INTEREST INCOME                             $  13,668                               $  10,907
                                                =========                               ========
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                            5.30%                                   5.01%

<FN>
(1)  Average loans would include nonaccrual loans. The Company had no nonaccrual
     loans during 2005 or 2004.

(2)  Loan interest  income includes loan fee income of $642 and $577 for the six
     months ended June 30, 2005 and June 30, 2004, respectfully.


(3)  Average yields shown are on a  taxable-equivalent  basis.  On a non-taxable
     basis,  2005  interest  income on tax  exempt  securities  was $220 with an
     average yield of 3.71%; in 2004, on a non-taxable basis, interest income on
     tax exempt securities was $296 with an average yield of 3.88%.

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

Net interest  income  represents the amount by which interest  earned on earning
assets (primarily loans and investments)  exceeds the amount of interest paid on
deposits. Net interest income is a function of volume,  interest rates and level
of non-accrual  loans.  Non-refundable  loan  origination  fees are deferred and
amortized into income over the life of the loan.

Net interest income before the provision for loan losses on a taxable-equivalent
basis for the three months ended June 30, 2005 and June 30, 2004 was  $7,010,000
and  $5,473,000,  respectively.  These  results  equate to a 28% increase in net
interest income for the second quarter of 2005 compared to the second quarter of
2004.  Loan fee income,  which is included  in interest  income from loans,  was
$267,000 for the three months ended June 30, 2005,  compared  with  $221,000 for
the three months ended June 30, 2004.  Net interest  income before the provision
for loan losses on a taxable-equivalent  basis for the six months ended June 30,
2005 and June 30, 2004 was  $13,668,000  and  $10,907,000,  respectively.  These
results equate to a 25% increase in net interest income for the first six months
of 2005 compared to the same period of 2004. Loan fee income,  which is included
in interest  income from loans,  was  $642,000 for the six months ended June 30,
2005, compared with $577,000 for the six months ended June 30, 2004.

Taxable-equivalent  interest  income  increased  $1,849,000 or 29% in the second
quarter of 2005  compared  with the same  period of 2004.  The net  increase  of
$1,849,000  was  attributable  to an  increase  in the volume of earning  assets
accounting for $1,037,000 of this increase,  and $812,000 attributable to higher
rates.  Interest paid on interest-bearing  liabilities increased $312,000 or 36%
in the second  quarter of 2005  compared  with the second  quarter of 2004.  The
increase of $312,000 was  attributable  to an increase in the volume of deposits
and other borrowings  accounting for $64,000 of this increase,  and $248,000 was
attributable to higher rates.

Taxable-equivalent  interest income increased $3,437,000 or 28% in the first six
months of 2005  compared  with the same  period  of 2004.  The net  increase  of
$3,437,000  was  attributable  to an  increase  in the volume of earning  assets
accounting  for  $2,378,000 of this increase,  and  $1,059,000  attributable  to
higher rates.  Interest paid on interest-bearing  liabilities increased $676,000
in the first half of 2005 compared with the first half of 2004.  The increase in
the  volume of  deposits  and other  borrowings  accounted  for an  increase  of
$321,000, and $355,000 was attributable to higher rates.

The  average  balance  of  earning  assets  for the six month  period  increased
$80,395,000  or 18% when compared with June 30, 2004 and the average  balance of
interest-bearing liabilities increased $39,321,000 or 12% compared with the same
period in 2004.  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.


                                       13
<PAGE>
<TABLE>
The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the three  months ended June 30, 2005 over the same period of
2004 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.
<CAPTION>

                                                              (In 000's)
                                                            2005 Over 2004
                                                            --------------
                                                     Volume       Rate         Total
                                                   -----------------------------------
<S>                                                  <C>         <C>          <C>
Increase (Decrease) in Interest and Fee Income

   Time deposits with other
    Financial institutions                           $    0      $    0       $    0
   Investment securities:
     Taxable                                             90          51          141
     Non-taxable (1)                                    (27)         (2)         (29)
   Federal funds sold                                     7         146          153
   Loans                                                967         617        1,584
                                                   -----------------------------------
   Total interest and fee income                      1,037         812        1,849
                                                   -----------------------------------

Increase (Decrease) in Interest Expense

   Deposits:
     Interest bearing
     Transaction accounts                                32         144          176
     Savings                                              1          (2)          (1)
     Time deposits                                       (9)         71           62
                                                   -----------------------------------
   Total deposits                                        24         213          237

   Short-term borrowings                                  0           0            0
   Long-term debt                                        40          35           75
                                                   -----------------------------------
   Total Interest Expense                                64         248          312
                                                   -----------------------------------
   Net Interest Income                               $  973      $  564       $1,537
                                                   ===================================

<FN>
(1) The interest earned is taxable-equivalent.
</FN>
</TABLE>

The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the six months  ended June 30,  2005 over the same  period of
2004 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.
<TABLE>
<CAPTION>

                                                              (In 000's)
                                                            2005 Over 2004
                                                            --------------
                                                     Volume       Rate         Total
                                                   -----------------------------------
<S>                                                  <C>         <C>          <C>
Increase (Decrease) in Interest and Fee Income

   Time deposits with other
    Financial institutions                           $    0      $   (1)      $   (1)
   Investment securities:
     Taxable                                            254         118          372
     Non-taxable (1)                                    (87)        (15)        (102)
   Federal funds sold                                    10         230          240
   Loans                                              2,201         727        2,928
                                                   -----------------------------------
   Total interest and fee income                      2,378       1,059        3,437
                                                   -----------------------------------

Increase (Decrease) in Interest Expense

   Deposits:
     Interest bearing
     Transaction accounts                                60         256          316
     Savings                                              3           0            3
     Time deposits                                        9         104          113
                                                   -----------------------------------
   Total deposits                                        72         360          432

   Short-term borrowings                                 (1)          0           (1)
   Long-term debt                                       250          (5)         245
                                                   -----------------------------------
   Total Interest Expense                               321         355          676
                                                   -----------------------------------
   Net Interest Income                               $2,057      $  704       $2,761
                                                   ===================================

<FN>
(2) The interest earned is taxable-equivalent.
</FN>
</TABLE>


                                       14
<PAGE>

PROVISION AND ALLOWANCE FOR LOAN LOSSES
---------------------------------------

The  Company  maintains  an  allowance  for loan  losses  at a level  considered
adequate to provide for losses that can be reasonably anticipated. The allowance
is  increased by the  provision  for loan losses and reduced by net charge offs.
The  allowance for loan losses is based on  estimates,  and ultimate  losses may
vary from current  estimates.  These estimates are reviewed  periodically and as
adjustments  become  necessary  they are  reported in earnings in the periods in
which  they  become  known.  The  Company  conducts  credit  reviews of the loan
portfolio  and  considers  current  economic  conditions,  historical  loan loss
experience  and other  factors in  determining  the  adequacy  of the  allowance
balance.  This  evaluation  establishes a specific  allowance for all classified
loans over $100,000 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, 2005 the allowance for loan losses of
$4,541,000  represented  1.13% of loans  outstanding.  As of June 30, 2004,  the
allowance represented 1.12% of loans outstanding.  During the three months ended
June 30,  2005  $230,000  was  charged to expense  for the loan loss  provision,
compared with $174,000 for the same period in 2004.  During the six months ended
June 30,  2005  $415,000  was  charged to expense  for the loan loss  provision,
compared with $360,000 for the same period in 2004.  The increase in the expense
for the loan loss  provision  was to  provide  for  growth in the  overall  loan
portfolio.  There were net charge-offs of $10,000 during the first six months of
2005 compared with  $102,000 of net  charge-offs  during the first six months of
2004.

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

                                                            (In 000's)
                                                     For the Six months ended
                                                  June 30, 2005    June 30, 2004
Balance, beginning of period                         $4,136            $3,524
Provision for loan losses                               415               360
Loans charged off                                       (12)             (107)
Recoveries of loans previously charged off                2                 5
                                                     ------            -------
Balance, end of period                               $4,541            $3,782
                                                     ======            ======

Allowance for loan losses to total                   1.13%               1.12%
outstanding loans

There were no loans on non-accrual  status as of June 30, 2005, June 30, 2004 or
December  31,  2004.  There  were no  loans 90 days or more  past due and  still
accruing  interest  or  restructured  loans at June 30,  2005,  June 30, 2004 or
December 31, 2004.

NON-INTEREST INCOME
-------------------

Non-interest income,  excluding gains on the sale of securities,  was $1,021,000
for the three months  ended June 30, 2005  compared  with  $995,000 for the same
period in 2004, a 3% increase.  Non-interest income, excluding gains on the sale
of  securities,  was  $1,977,000 for the six months ended June 30, 2005 compared
with  $1,981,000  for the same period in 2004, a slight  decrease.  Non-interest
income  primarily  consists of service charges and other fees related to deposit
accounts.  The Company has had an increase in service  charge  income  resulting
from an  increase  in the number of deposit  accounts,  offset by a decrease  in
service charges related to the overdraft privilege program.


                                       15
<PAGE>

GAINS ON SECURITIES
-------------------

There were no gains or losses for the three months and six months ended June 30,
2005.  Net gains of $262,000  for the three and six months  ended June 30, 2004,
resulted from the sale of several available-for-sale securities.

NON-INTEREST EXPENSE
--------------------

Non-interest  expense for the three months ended June 30, 2005 and June 30, 2004
was  $5,173,000  and  $4,571,000,  respectively,  a 13%  increase.  Non-interest
expense for the six months ended June 30, 2005 and June 30, 2004 was $10,208,000
and $9,168,000,  respectively,  an 11% increase.  Salaries and employee benefits
expense for the three  months ended June 30, 2005 and 2004 were  $2,735,000  and
$2,563,000,  respectively, a 7% increase. Salaries and employee benefits expense
for the six months ended June 30, 2005 and 2004 were  $5,459,000 and $5,067,000,
respectively,  an 8% increase.  The  increase in 2005  resulted  from  increased
salaries paid to Company  officers and  employees.  Full-time  equivalent  (FTE)
employees  were 169 at June 30, 2004  compared  with 165 at June 30,  2005.  The
decreases in FTE was related to efficiencies  gained with the  consolidation  of
our Solano Bank  charter  into The Vintage  Bank  Charter and  outsourcing  some
network technology  services.  Occupancy expense for the three months ended June
30, 2005 and 2004 was  $446,000  and  $344,000,  respectively,  a 30%  increase.
Occupancy  expense for the six months  ended June 30, 2005 and 2004 was $840,000
and  $711,000,  respectively,  representing  an 18%  increase.  The  increase in
Occupancy  expense in 2005 is  attributed  to having  vacancy  in our  Vacaville
building  and to  opening  an  American  Canyon  branch  office in August  2004.
Equipment expense for the three months ended June 30, 2005 and 2004 was $532,000
and $515,000,  respectively,  representing an increase of 3%. Equipment  expense
for the six months ended June 30, 2005 and 2004 was $1,079,000  and  $1,007,000,
respectively,  an increase of 7%. The increase in Equipment expense is primarily
attributable to opening a branch office in American  Canyon.  Other expenses for
the three  months  ended June 30,  2005 and June 30,  2004 were  $1,460,000  and
$1,149,000,  respectively,  a 27%  increase.  Other  expenses for the six months
ended  June  30,  2005  and  June  30,  2004  were  $2,830,000  and  $2,383,000,
respectively,  a 19%  increase.  The increase in other  expense in 2005 compared
with 2004 was  primarily  in  consulting  and  audit  expenses  associated  with
Sarbanes-Oxley compliance work.

INCOME TAXES
------------

The Company  reported a provision for income tax for the three months ended June
30, 2005 and 2004 of $1,007,000, or 39% of pretax income and $740,000, or 38% of
pretax income respectively.  The Company reported a provision for income tax for
the six  months  ended  June 30,  2005 and 2004 of  $1,905,000  or 38% of pretax
income and $1,284,000 or 36% of pretax income,  respectively.  Both the 2005 and
2004  provisions  reflect tax  accruals at  statutory  rates for federal  income
taxes,  adjusted  primarily  for the  effect  of the  Company's  investments  in
tax-exempt  municipal  securities,  bank owned life insurance policies and state
taxes.  The  higher  tax  rate in 2005  was  primarily  due to a lower  level of
tax-free municipal bonds in the Company's investment portfolio.

BALANCE SHEET
-------------

Total assets as of June 30, 2005 were $590,157,000 compared with $521,829,000 as
of June 30,  2004,  and  $562,063,000  at December  30,  2004  equating to a 13%
increase during the twelve months ended June 30, 2005, and a 5% increase for the
six  months  ended  June 30,  2005.  Total  deposits  as of June 30,  2005  were
$509,661,000 compared with $448,793,000 as of June 30, 2004, and $484,493,000 at
December  30, 2004  representing  a 14% increase  during the twelve  months then
ended,  and a 5% increase for the six months  ended June 30,  2005.  Gross loans
outstanding as of June 30, 2005 were $401,163,000  compared with $338,140,000 as
of June 30,  2004,  and  $377,765,000  at December  30,  2004  equating to a 19%
increase  during the twelve  months  then  ended and a 6%  increase  for the six
months ended June 30, 2005.

LOANS HELD FOR SALE
-------------------

The  Company  had   $9,707,000,   $18,885,000   and   $4,604,000   in  purchased
participations in mortgage loans as of June 30, 2005, June 30, 2004 and December
31, 2004,  respectively.  Loans  originated or purchased and considered held for
sale  are  carried  at the  lower  of  cost or  estimated  market  value  in the
aggregate.  Net unrealized  losses,  if any, are recognized  through a valuation
allowance by charges to income.  There were no gains or losses recognized during
2004 or 2005.

SUBORDINATED DEBENTURES
-----------------------

During June 2002,  the Company  formed North Bay  Statutory  Trust I (Trust),  a
Connecticut  statutory  business  trust,  for the purpose of issuing  guaranteed
undivided  beneficial   interests  in  junior  subordinated   debentures  (trust
preferred  securities).  During  June  2002,  the Trust  issued  $10  million in
floating rate Cumulative Trust Preferred Securities (Securities). The Securities
bear interest at a rate of LIBOR plus 3.45% and had an initial  interest rate of
5.34%;  as of June 30, 2005 the interest  rate was 6.92%;  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.

As previously  discussed the Company  de-consolidated  the Trust as of March 31,
2004. As a result, the junior  subordinated  debentures issued by the Company to
the Trust,  totaling  $10,310,000  are reflected on the  Company's  consolidated
balance  sheet,  under the caption  Subordinated  Debentures.  The Company  also
recognized its $310,000 investment in the Trust, which is recorded in Investment
in Subsidiary.  The Trust has no independent assets or operations and exists for
the sole  purpose  of issuing  trust  preferred  securities  and  investing  the
proceeds thereof in an equivalent  amount of subordinated  debentures  issued by
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


                                       16
<PAGE>

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
----------

Total  borrowings  were $19 million at June 30, 2005 and at June 30,  2004.  The
following table summarizes the borrowings:

                              Fixed Rate Borrowings
                                  ($ in 000's)
                                       Amount     Maturity Date    Interest Rate
                                      -------     -------------    -------------
Federal Home Loan Bank Advance        $ 5,000       4-17-2006         2.24%
Federal Home Loan Bank Advance          5,000       4-16-2007         2.83%
Federal Home Loan Bank Advance          9,000       4-14-2008         3.23%
                                      -------
Total                                 $19,000
Weighted average interest rate                                        2.86%


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,
2005 liquid  assets were 27% of total  assets,  compared with 28% as of June 30,
2004. The Company is within its policy guidelines.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICIA) established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital
of at least  10%,  tier 1  risked-based  capital  of at least 6%, and a leverage
ratio of at least 5%. As of June 30,  2005,  the  Company's  risk-based  capital
ratio was 12.55%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 11.61% and 9.88%, respectively as June 30, 2005.


                                       17
<PAGE>
<TABLE>
As the following table indicates, the Company and the Bank currently exceeds the
regulatory capital minimum requirements. The Company and the Bank are considered
"Well Capitalized" according to regulatory guidelines.
<CAPTION>
                                                                           To Be WellCapitalized
                                                       For Capital         Under Prompt Corrective
                                    Actual           Adequacy Purposes        Action Provisions
                                    ------           -----------------        -----------------
                                                         (In 000's)
                                                     Minimum regulatory       Minimum regulatory
                                                         requirement             requirement
                              Amount      Ratio      Amount       Ratio       Amount       Ratio
                              ------      -----      ------       -----       ------       -----
<S>                           <C>         <C>        <C>           <C>       <C>           <C>
As of June 30, 2005:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $62,119     12.55%     $39,599       8.00%     $49,499       10.00%
      The Vintage Bank         56,996     11.52%      39,590       8.00%      49,487       10.00%

Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             57,457     11.61%      19,800       4.00%      29,700        6.00%
      The Vintage Bank         52,334     10.58%      19,795       4.00%      29,692        6.00%

Tier I Capital (to
   Average Assets)
      Consolidated             57,457      9.88%      23,252       4.00%      29,066        5.00%
      The Vintage Bank         52,334      9.09%      23,017       4.00%      28,772        5.00%
</TABLE>


                                     Item 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market risk is the exposure to loss  resulting  from changes in interest  rates,
foreign currency  exchange rates,  commodity prices and equity prices.  Although
the Company manages other risks, as in credit quality and liquidity risk, in the
normal  course of  business,  management  considers  interest  rate risk to be a
principal  market risk.  Other types of market risks,  such as foreign  currency
exchange rate risk, do not arise in the normal course of the Company's  business
activities.  The  majority  of the  Company's  interest  rate risk  arises  from
instruments,  positions and  transactions  entered into for purposes  other than
trading. They include loans, securities available-for-sale, deposit liabilities,
short-term  borrowings and long-term debt. Interest rate risk occurs when assets
and liabilities reprice at different times as interest rates change.

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

Utilizing the  simulation  model to measure  interest rate risk at June 30, 2005
and  December  31, 2004 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, 2004.


                                       18
<PAGE>


                                     Item 4.

                             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Based on their  evaluation as of June 30, 2005,  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.

Changes in Internal Controls:

There were no significant  changes in our internal controls that occurred during
our last fiscal quarter that have materially affected,  or are reasonably likely
to materially affect our disclosure controls.


                                       19
<PAGE>

                                     PART 2
                                OTHER INFORMATION


OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.   UNREGISTERD SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

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

     (a)   The Sixth Annual Meeting of the  shareholders of the Company was held
           on May 12, 2005.

     (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)   The election of directors and to ratify the  appointment of KPMG, LLP
           as the Company's 2005 Independent  Certified Public Accounts were the
           only items  voted upon at the annual  shareholders'  meeting.  At the
           Sixth Annual Meeting, the proposal to ratify the appointment of KPMG,
           LLP as the Company's 2005  Independent  Certified Public Accounts was
           approved with 3,129,039 affirmative votes. There were, 5,914 negative
           votes, and 19,420 abstaining votes.

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


ITEM 5.    OTHER INFORMATION

None

ITEM 6.   EXHIBITS

An index of exhibits begins on page 22.


                                       20
<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 11, 2005                       BY: /s/ Terry L. Robinson
                                               ---------------------------------
                                               Terry L. Robinson
                                               President & CEO
                                               Principal Executive Officer


Date: August 11, 2005                       BY: /s/ Lee-Ann Cimino
                                               ---------------------------------
                                               Lee-Ann Cimino
                                               Senior Vice President
                                               Principal Financial Officer


                                       21
<PAGE>

                                  EXHIBIT INDEX

    Exhibit No.  Description
    -----------  -----------
          3.2    Amended and Restated Bylaws

         10.1    Oral Employment Agreement with Suzette Junier

         10.2    Oral Employment Agreement with Stephanie Rode

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

         31.1    Certificate  of  Principal  Executive  Officer  Pursuant to SEC
                 Release 33-8238

         31.2    Certificate  of  Principal  Financial  Officer  Pursuant to SEC
                 Release 33-8238

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

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


                                       22