SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR the quarter ended March 31, 2000


Commission File No.  333-93365

                                NORTH BAY BANCORP
                                -----------------
                  (Name of Small Business Issuer in its Charter

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

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


Issuer'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

Check  whether the issuer (1) 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:


State the number of shares of the North Bay Bancorp's  Common Stock  outstanding
as of May 10, 2000: 1,615,410


<PAGE>


                                     Item 1.
                              Financial Information

FORWARD LOOKING STATEMENTS
In addition to the  historical  information  contained  herein,  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 as well as other
factors. This entire Quarterly Report should be read to put such forward-looking
statements  in  context  and  to  gain  a  more  complete  understanding  of the
uncertainties and risks involved in the Company's business.

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

FINANCIAL INFORMATION
The information for the three months ended March 31, 2000 and March 31, 1999, is
unaudited,  but in the opinion of management  reflects all adjustments which are
necessary  to  present  fairly  the  financial  condition  of North Bay  Bancorp
(Company) at March 31, 2000 and the results of operations and cash flows for the
three months then ended. Results for interim periods should not be considered as
indicative of results for a full year.

                                       2

<PAGE>


<TABLE>
                                                                                      North Bay Bancorp
                                                                                 Consolidated Balance Sheets
                                                                                          Unaudited
<CAPTION>
                                                                           March 31,       March 31,      December 31,
Assets                                                                       2000            1999            1999
                                                                        -------------    -------------   -------------
<S>                                                                     <C>              <C>             <C>
Cash and due from banks                                                 $  10,128,000    $   8,250,000   $   8,466,000
Federal funds sold                                                          9,523,000        6,000,000       1,500,000
Time deposits with other financial institutions                               100,000          200,000         100,000
Investment Securities:
   Held-to-maturity                                                         1,372,000       13,509,000       1,390,000
   Available-for-sale                                                      53,970,000       48,992,000      55,264,000
Loans, net of allowance for loan losses of $1,977,000 in March, 2000
   $1,814,000 in March, 1999 and $1,987,000 in December, 1999             128,919,000       97,906,000     120,166,000
Bank premises and equipment, net                                            3,572,000        2,790,000       2,883,000
Accrued interest receivable and other assets                                6,501,000        6,151,000       7,337,000
                                                                        -------------    -------------   -------------

                          Total assets                                  $ 214,085,000    $ 183,798,000   $ 197,106,000
                                                                        =============    =============   =============

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                 $  43,488,000    $  41,114,000   $  38,337,000
   Interest bearing                                                       146,256,000      124,597,000     134,043,000
                                                                        -------------    -------------   -------------
                          Total deposits                                  189,744,000      165,711,000     172,380,000

Short term borrowings                                                       4,600,000                0       5,000,000
                                                                        -------------    -------------   -------------

Accrued interest payable and other liabilities                              1,367,000        1,115,000       1,636,000
                                                                        -------------    -------------   -------------

                          Total liabilities                               195,711,000      166,826,000     179,016,000
                                                                        -------------    -------------   -------------

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 - 1,615,410 shares in March 2000,
   1,510,134 shares in March, 1999, and 1,536,568 in December, 1999        14,824,000        8,963,000      12,893,000
Retained earnings                                                           4,811,000        7,916,000       6,368,000
Accumulated other comprehensive income (loss)                              (1,261,000)          93,000      (1,171,000)
                                                                        -------------    -------------   -------------
                          Total shareholders' equity                       18,374,000       16,972,000      18,090,000

             Total liabilities and shareholders' equity                 $ 214,085,000    $ 183,798,000   $ 197,106,000
                                                                        =============    =============   =============
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>
                                                           3


<PAGE>


                                North Bay Bancorp
                         Consolidated Income Statements
                                   (Unaudited)

                                                     Three Months Ended March 31
                                                        2000            1999
                                                     ----------      ----------
Interest Income
   Loans (including fees)                            $2,808,000      $2,237,000
   Federal funds sold                                    71,000          50,000
   Investment securities                                844,000         948,000
                                                     ----------      ----------
Total Interest income                                 3,723,000       3,235,000

Interest Expense                                      1,289,000       1,032,000
                                                     ----------      ----------

Net interest income                                   2,434,000       2,203,000

Provision for loan losses                                90,000          60,000
                                                     ----------      ----------

Net interest income after
   provision for loan losses                          2,344,000       2,143,000

Non interest income                                     514,000         384,000

Gains on securities transactions, net                         0           5,000

Non interest expenses
   Salaries and employee benefits                       983,000         849,000
   Occupancy                                            112,000          92,000
   Equipment                                            162,000         124,000
   Other                                                511,000         437,000
                                                     ----------      ----------
Total non interest expense                            1,768,000       1,502,000
                                                     ----------      ----------

Income before provision for
   income taxes                                       1,090,000       1,030,000

Provision for income taxes                              419,000         389,000
                                                     ----------      ----------

Net income                                           $  671,000      $  641,000
                                                     ==========      ==========

Basic earnings per common share:                     $     0.42      $     0.40
                                                     ==========      ==========
Diluted earnings per common share:                   $     0.41      $     0.39
                                                     ==========      ==========

The accompanying notes are an integral part of these statements

                                       4


<PAGE>


<TABLE>
                                                          North Bay Bancorp
                                      Consolidated Statement of Change in Shareholders' Equity
                                                           March 31, 2000
                                                             (Unaudited)
<CAPTION>
                                                                                      Accumulated
                                                                                         Other            Total
                                       Common Shares    Common          Retained     Comprehensive    Shareholders'    Comprehensive
                                        Outstanding      Stock          Earnings          Loss            Equity           Income
                                       ------------   ------------    ------------   -------------    -------------    -------------
<S>                                     <C>           <C>              <C>              <C>              <C>
BALANCE, DECEMBER 31, 1999               1,536,568     $ 12,893,000  $ 6,368,000      ($ 1,171,000)   $ 18,090,000

Stock dividend                              76,509        1,913,000   (1,921,000)                           (8,000)
Cash dividend                                                           (307,000)                         (307,000)
Comprehensive income:
    Net income                                                            671,000                          671,000     $    671,000
    Other comprehensive income, net
      of tax:
       Change in net unrealized loss
       on available-for-sale
       securities, net of tax                                                                                               (90,000)
                                                                                                                      --------------
    Total other comprehensive loss                                                         (90,000)        (90,000)         (90,000)
                                                                                                                      --------------
Comprehensive income                                                                                                    $   581,000
                                                                                                                      ==============
Stock options exercised                      2,333         18,000                                           18,000
                                      -------------  -------------   -------------  --------------   --------------
BALANCE, MARCH 31, 2000                  1,615,410   $ 14,824,000    $  4,811,000     ($ 1,261,000)   $ 18,374,000
                                      =============  =============   ============   ==============   ==============   =============
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                                                                 5
<PAGE>

<TABLE>
                                     North Bay Bancorp
                            Consolidated Statement of Cash Flows
                                         Unaudited

                                         (In 000's)
<CAPTION>
                                                                Three Months Ended March 31,
                                                                       2000           1999
                                                                   --------       --------
Cash Flows From Operating Activities:
<S>                                                                <C>            <C>
Net income                                                         $    671       $    641
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                                          97             84
  Provision for loan losses                                              90             60
  Amortization of deferred loan fees                                    (63)           (63)
  Premium amortization (discount accretion), net                          8            (16)
  Net loss (gain) on investment securities                                0             (5)
  Changes in:
    Interest receivable and other assets                                901            219
    Interest payable and other liabilities                             (269)           (93)
                                                                   --------       --------
     Total adjustments                                                  764            186
                                                                   --------       --------
   Net cash provided by operating activities                          1,435            827
                                                                   --------       --------

Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                        18              0
Investment securities available-for-sale:
  Proceeds from maturities and principal payments                     1,132          5,110
  Proceeds from sales                                                     0          1,004
  Purchases                                                               0         (7,077)
Net increase in loans                                                (8,780)        (3,128)
Capital expenditures                                                   (787)          (140)
                                                                   --------       --------
   Net cash used in investing activities                             (8,417)        (4,231)
                                                                   --------       --------
Cash Flows From Financing Activities:
Net increase in deposits                                             17,364          3,538
Decrease in short-term borrowings                                      (400)             0
Stock options exercised                                                  18             11
Dividends paid                                                         (315)          (297)
                                                                   --------       --------
   Net cash provided by financing activities                         16,667          3,252
                                                                   --------       --------
Net increase (decrease) in cash and cash equivalents                  9,685           (152)
Cash and cash equivalents at beginning of year                        9,966         14,402
                                                                   --------       --------
Cash and cash equivalents at end of period                         $ 19,651       $ 14,250
                                                                   ========       ========
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                    $  1,371       $  1,078
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                                             6


<PAGE>


                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 2000


NOTE 1 - Basis of Presentation
The accompanying  consolidated financial statements,  which include the accounts
of North Bay  Bancorp and its  subsidiary,  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.  Certain information and note disclosures  normally included in
annual  financial  statements  prepared in accordance  with  generally  accepted
accounting  principles  have been omitted  pursuant to SEC rules or regulations;
however, the Company believes that the disclosures made are adequate to make the
information  presented not misleading.  The interim results for the three months
ended March 31, 2000 and 1999, 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, 1999.

NOTE 2 - Commitments
The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$1,643,000,  undisbursed  real estate and  construction  loans of  approximately
$20,439,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately $16,774,000, as of March 31, 2000.

NOTE 3 - Earnings Per Common Share
The  Company  declared  5% stock  dividends  on January 28, 1999 and January 18,
2000. 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.

<TABLE>
The following  table  reconciles the numerator and  denominator of the Basic and
Diluted earnings per share computations:
<CAPTION>
                                                        Weighted Average           Per-Share
                                     Net Income              Shares                 Amount

                                           For the three months ended March 31, 2000
                                           -----------------------------------------
<S>                                  <C>                    <C>                     <C>
  Basic earnings per share           $671,000               1,613,543               $.42
  Stock options                                                35,855
  Diluted earnings per share                                1,649,398               $.41

                                           For the three months ended March 31, 1999
                                           -----------------------------------------
  Basic earnings per share           $641,000               1,584,616               $.40
  Stock options                                                45,776
  Diluted earnings per share                                1,630,392               $.39
</TABLE>

NOTE 4 - Comprehensive Income
As of January 1, 1998,  North Bay Bancorp  adopted  FASB  Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income", (SFAS 130). This
Statement  established  standards for the reporting and display of comprehensive
income  and  its  components  in the  financial  statements.  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 March 31,
                                                   2000                   1999
                                                   ----                   ----
Net Income                                         $671                   $641

Net change in unrealized losses on
available-for-sale investments, net of tax          (90)                  (292)
                                                   ----                  -----

Comprehensive Income                               $581                   $349
                                                   ====                   ====

NOTE 5 - Segment Reporting
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 131,  "Disclosures  About  Segments of an  Enterprise  and Related
Information," (SFAS 131). This Statement establishes standards for the reporting
and display of information about operating segments and related disclosures. The
Company's  operating  segments  consist  of its  traditional  community  banking
activities  provided  through its three branches and  activities  related to the
Bancorp.  Community banking  activities include the Bank's commercial and retail
lending,  deposit gathering and investment and liquidity management  activities.
The Company has aggregated the results of the branches into a single  reportable
segment, and the Bancorp activities reported as "Other".

The  components  of the Company's  business  segments for the three months ended
March 31, 2000 were as follows:

                                       7

<PAGE>
<TABLE>
<CAPTION>
                                                (In 000's)

                                        Community                     Intersegment
                                         Banking         Other         Adjustments      Consolidated
                                        --------        --------         --------         --------
<S>                                     <C>             <C>              <C>              <C>
Interest Income                         $  3,723        $      0         $      0         $  3,723
Interest Expense                           1,289               0                0            1,289
                                        --------        --------         --------         --------
   Net Interest Income                     2,434               0                0            2,434
Provision for loan losses
                                              90               0                0               90
Noninterest Income                           555             514             (555)             514
Noninterest Expense                        1,549             775             (555)           1,768
                                        --------        --------         --------         --------
Income (Loss)  Before Tax                  1,351            (261)               0            1,090
Provision for
   Income Taxes                              528            (109)               0              419
                                        --------        --------         --------         --------
Net Income (Loss)                       $    823        ($   152)        $      0         $    671
                                        --------        --------         --------         --------

Assets                                  $213,180        $ 18,383         ($17,478)        $214,085
Loans, Net                               128,919               0                0          128,919
Deposits                                 190,442               0             (698)         189,744
Equity                                    16,780          18,374          (16,780)          18,374

</TABLE>



                                     Item 2.

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

FORWARD LOOKING STATEMENTS
In addition to the  historical  information  contained  herein,  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 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  $671,000 or $.41 per share for the three  months ended March 31,
2000,  compared with $641,000 or $.39 per share for the three months ended March
31,  1999,  an increase of 5%. Total  assets were  $214,085,000  as of March 31,
2000;  equating to a 16% growth in assets  during the twelve  months ended March
31, 2000.

SUMMARY OF EARNINGS

NET INTEREST INCOME
Net interest  income  represents the amount by which interest  earned on earning
assets  (primarily loans and investments)  exceed the amount of interest paid on
deposits. Net interest income is a function of volume,  interest rates and level
of non-accrual  loans.  Non-refundable  loan  origination  fees are deferred and
amortized into income over the life of the loan. Net interest  income before the
provision  for loan losses on a  taxable-equivalent  basis for the three  months
ended  March  31,  2000 and  March  31,  1999  was  $2,479,000  and  $2,253,000,
respectively.  These results equate to a 10% increase in net interest income for
the first  quarter  of 2000  compared  to the first  quarter  of 1999.  Loan fee
income,  which is included in interest income, was $134,000 for the three months
ended March 31, 2000,  compared  with  $189,000 for the three months ended March
31, 1999. The average  balance of earnings assets  increased  $22,091,000 or 13%
during the twelve  months  ended  March 31,  2000.  Taxable-equivalent  interest
income  increased  $483,000 in the first quarter of 2000 compared with the first
quarter of 1999. Increase in the volume of earning assets accounted for $533,000
of this increase,  with a decrease of $50,000  attributable to lower rates.  The
average balance of  interest-bearing  liabilities  increased  $21,716,000 or 17%
during the first  three  month of 2000  compared  with the same  period in 1999.
Interest  paid  on  interest-bearing  liabilities  increased  $257,000  in  2000
compared  with 1999.  Increase  in the volume of deposits  and other  borrowings
accounted for $233,000 of this increase, while a $24,000 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.

                                       8

<PAGE>

<TABLE>
The following  table  provides a summary of the  components of interest  income,
interest  expense and net interest margins for the quarters ended March 31, 2000
and March 31, 1999:
<CAPTION>
                                                                        In 000's
                                                           2000                                       1999
                                                           ----                                       ----
                                          Average       Income/      Average         Average       Income/      Average
                                          Balance       Expense   Yield/Rate         Balance       Expense   Yield/Rate
                                         -------------------------------------------------------------------------------

<S>                                      <C>             <C>           <C>           <C>            <C>           <C>
 Loans  (1)  (2)                         $126,918        $2,808        8.85%         $98,824        $2,237        9.05%
 Investment securities:
   Taxable                                 41,449           674        6.50%          49,016           784        6.40%
   Non-taxable (3)                         14,090           214        6.08%          13,510           212        6.28%
                                         --------        ------                      -------        ------

TOTAL LOANS AND  INVESTMENT
SECURITIES                                182,457         3,696        8.10%         161,350         3,233        8.01%

 Due from banks, time                         100             1        4.00%             200             2        4.00%
 Federal funds sold                         5,787            71        4.91%           4,703            50        4.25%
                                         --------        ------                      -------        ------

TOTAL EARNING ASSETS                      188,344        $3,768        8.00%         166,253        $3,285        7.90%
                                         --------        ------                      -------        ------

 Cash and due from banks                    8,813                                      9,301
 Allowance for loan losses                (1,938)                                     (1,793)
 Premises and equipment, net                3,233                                      2,771
 Accrued interest receivable
   and other assets                         6,779                                      5,734
                                         --------                                   --------

TOTAL ASSETS                             $205,231                                   $182,266
                                         ========                                   ========

LIABILITIES AND SHAREHOLDERS'
EQUITY

 Deposits:
   Interest bearing demand                $61,160          $344        2.25%         $55,681          $314        2.26%
   Savings                                 16,133            74        1.83%          14,868            68        1.83%
   Time                                    63,944           801        5.01%          53,572           650        4.85%
                                         --------        ------                      -------        ------
                                          141,237         1,219        3.45%         124,121         1,032        3.33%

   Short-term borrowings                    4,600            70        6.09%               0             0        0.00%

TOTAL INTEREST BEARING
 LIABILITIES                              145,837        $1,289        3.54%         124,121        $1,032        3.33%
                                         --------        ------                      -------        ------

 Noninterest bearing DDA                   39,444                                     39,845
 Accrued interest payable
   and other liabilities                    1,616                                      1,263
 Shareholders' equity                      18,334                                     17,037
                                        ---------                                  ---------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                    $205,231                                   $182,266
                                        =========                                  =========

NET INTEREST INCOME                                      $2,479                                     $2,253
                                                        =======                                    ======
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                  5.26%                                      5.42%

<FN>
(1) Average loans include nonaccrual loans

(2) Loan interest income includes loan fee income of $134 in 2000 and $189 in 1999

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2000
interest  income was $169 with an average  yield of 4.80%;  in 1999  non-taxable
income was $162 and the average yield was 4.80%.

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

                                       9

<PAGE>


The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the first  three  months in 2000  over  1999  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
                                                          2000 Over 1999
                                                 Volume        Rate       Total
                                                  -----       -----       -----
Increase (Decrease) In
 Interest and Fee Income

   Time Deposits With Other
    Financial Institutions                         ($ 1)      $   0       ($  1)

   Investment Securities:
     Taxable                                       (121)         11        (110)
     Non-Taxable (1)                                  9          (7)          2
   Federal Funds Sold                                11          10          21
   Loans                                            635         (64)        571
                                                  -----       -----       -----
   Total Interest and Fee Income                    533         (50)        483
                                                  -----       -----       -----


Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                            32          (2)         30
     Savings                                          6           0           6
     Time Deposits                                  125          26         151
                                                  -----       -----       -----
   Total Deposits                                   163          24         187

   Short-term Borrowings                             70           0          70
                                                  -----       -----       -----
   Total Interest Expense                           233          24         257
                                                  -----       -----       -----
   Net Interest Income                            $ 300       ($ 74)      $ 226
                                                  =====       =====       =====

(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
evaluation  establishes  a  specific  allowance  for all  classified  loans over
$50,000 and establishes  percentage allowance  requirements for all other loans,
according to the  classification as determined by the Company's internal grading
system.  As of March  31,  2000 the  allowance  for loan  losses  of  $1,977,000
represented  1.51% of loans  outstanding.  As of March 31, 1999,  the  allowance
represented 1.82% of loans outstanding.  During the three months ended March 31,
2000, $90,000 was charged to expense for the loan loss provision,  compared with
$60,000 for the same period in 1999. Net  charge-offs for all loans was $100,000
for the first quarter on 2000 compared with net recoveries of $2,000 in the year
earlier period.

                                       10

<PAGE>


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

<CAPTION>
                                              In 000's
                                                                    March 31, 2000            March 31, 1999
<S>                                                                         <C>                       <C>
Balance, beginning of period                                                $1,987                    $1,752
Provision for loan losses                                                       90                        60
Loans charged off                                                              120                         0
Recoveries of loans previously charged off                                      20                         2
                                                                                --                        --
Balance, end of period                                                      $1,977                    $1,814
                                                                            ======                    ======

Allowance  for loan  losses  to  total  outstanding loans                     1.51%                     1.82%
</TABLE>


NON-INTEREST INCOME
Non-interest  income was  $514,000  for the three  months  ended  March 31, 2000
compared with $384,000 for the same period in 1999, a 34% increase. The increase
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
Gains of $5,000 for the three months ended March 31, 1999 resulted from the sale
of several available-for-sale securities. There were no gains or losses on sales
of securities for the three months ended March 31, 2000.

NON-INTEREST EXPENSE
Non-interest  expense  for the three  months  ended March 31, 2000 and March 31,
1999 was $1,768,000 and $1,502,000,  respectively.  The 18% increase in 2000 was
primarily  in salaries  and  employee  benefit  expenses.  Salaries and employee
benefits  expense  for the  three  months  ended  March  31,  2000 and 1999 were
$983,000  and  $849,000,  respectively,  a 16%  increase.  The  increase in 2000
resulted from increased salary rates paid to Company officers and employees, and
an increase of  approximately  eight full-time  equivalent  employees during the
twelve  months ended March 31, 2000.  Other  expenses for the three months ended
March 31, 2000 and March 31, 1999 were  $511,000 and $437,000,  respectively,  a
17% increase.  The increase from last year is primarily due to costs  associated
with training staff for a new core banking systems, and costs associated with an
increased advertising campaign.

INCOME TAXES
The Company reported a provision for income tax for the three months ended March
31, 2000 and 1999 of $419,000 and $389,000, respectively. Both the 2000 and 1999
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 March 31, 2000 were  $214,085,000  compared with $183,798,000
as of March 31, 1999,  and  $197,106,000  at December 31, 1999 equating to a 16%
increase  during the twelve  months then ended and an 8% increase  for the three
month  ended  March  31,  2000.  Total  deposits  as  of  March  31,  2000  were
$189,744,000  compared with  $165,711,000 as of March 31, 1999, and $172,380,000
at December 31, 1999  representing a 15% increase during the twelve months and a
10% increase for the three months ended March 31, 2000. Loans  outstanding as of
March 31, 2000 were $130,896,000 compared with $99,720,000 as of March 31, 1999,
and  $122,153,000  at December 31, 1999  equating to a 31%  increase  during the
twelve months and a 7% increase for the three months ended March 31, 2000,

BORROWINGS
Short-term borrowings were $4,600,000 at March 31, 2000 compared with $5,000,000
at December 31, 1999.  Short-term  borrowings consist primarily of federal funds
purchased  and  borrowings  from  Federal  Home Loan Bank.  The Company has used
short-term  borrowings  to assist in funding its  increased  loan demand.  Going
forward,  continued  reliance on short-term funds may be required if loan demand
continues to outpace deposit growth,  and, therefore  short-term  borrowings are
expected to vary from time to time.

LIQUIDITY AND CAPITAL ADEQUACY
The  Company's  liquidity  is  determined  by the level of assets (such as cash,
Federal  Funds,  and  investment  in  marketable  securities)  that are  readily
convertible  to cash to meet customer  withdrawals  and  borrowings.  Management
reviews the Company's liquidity position on a regular basis to ensure that it is
adequate to meet  projected  loan funding and potential  withdrawal of deposits.
The Company has a comprehensive Asset/Liability Management and Liquidity Policy,
which it uses to  determine  adequate  liquidity.  As of March 31,  2000  liquid
assets were 34% of total assets, compared with 35% as of March 31, 1999.

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 March 31, 2000,  the  Company's  risk-based  capital
ratio was 13.24%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 12.03% and 9.57%, respectively.

                                       11


<PAGE>


<TABLE>
As the following  table  indicates,  the Bank  currently  exceeds the regulatory
capital  minimum  requirements.   The  Bank  is  considered  "Well  Capitalized"
according to regulatory guidelines.
<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 December 31, 1999:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $21,612       13.24%      $13,060       >8.00%        $16,325         >10.00%
                                                                      -                             -
      The Vintage Bank         20,154       12.70%       12,608       >8.00%         15,760         >10.00%
                                                                      -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             19,635       12.03%        6,530       >4.00%          9,795          >6.00%
                                                                      -                              -
      The Vintage Bank         18,049       11.45%        6,304       >4.00%          9,456          >6.00%
                                                                      -                              -
Tier I Capital (to
   Average Assets)
      Consolidated             19,635        9.58%        8,209       >4.00%         10,261          >5.00%
                                                                      -
      The Vintage Bank         18,049        8.80%        8,209       >4.00%         10,261          >5.00%
                                                                      -                              -
</TABLE>

YEAR 2000 DATA PROCESSING ISSUES
The Company  previously  recognized the material  nature of the business  issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking  corrective  action as required  pursuant to the  interagency  statements
issued by the Federal Financial Institutions Examination Council.

The Company's Year 2000 readiness costs were approximately  $75,000. The Company
does not  currently  expect  to apply any  further  funds to  address  Year 2000
issues.

As of May 8, 2000, the Company has not experienced  any material  disruptions of
its internal  computer systems or software  applications and has not experienced
any problems  with the computer  systems or software  applications  of its third
party  vendors,  suppliers or service  providers.  The Company will  continue to
monitor these third parties to determine the impact, if any, on its business and
the actions it must take, if any, in the event of non-compliance by any of these
third  parties.  Based upon the  Company's  assessment  of  compliance  by third
parties,  there  appears  to be no  material  business  risk  posed  by any such
non-compliance.

Although the Company's Year 2000 rollover did not present any material  business
disruption,  there may be some  remaining  Year 2000 related  risks.  Management
believes that  appropriate  actions have been taken to address  these  remaining
Year 2000 issues and  contingency  plans are in place to minimize the  financial
impact to the  Company.  Management,  however,  cannot be certain that Year 2000
issues affecting its customers,  suppliers or service  providers will not have a
material adverse impact on the Company.

                                       12


<PAGE>



                           PART II - OTHER INFORMATION



OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

There  have been no  material  developments  in any  previously  reported  legal
proceedings.

ITEM 2.   USE OF PROCEEDS

Use of Proceeds of Public Offering

On December 22, 1999, North Bay filed Registration  Statement No. 333-93365 with
the United States Securities and Exchange  Commission with respect to a proposed
public  offering of North Bay common  stock for an  aggregate  consideration  of
$5,000,000.  The  registration  statement was declared  effective on February 9,
2000,  and North Bay commenced an offering of up to 200,000 shares of its common
stock,  no par value,  at a price of $25.00 per share.  All securities are being
sold for the account of the issuer and there are no underwriters involved in the
offering. The offering has not been terminated.

The terms of the offering have been  amended.  Instead of offering up to 200,000
of its common  stock at a cash price of $25.00  per  share,  the  Company is now
offering up to 227,273  shares of its common stock at a cash price of $22.00 per
share. The aggregate  consideration remains at $5,000,000.  The maximum purchase
for any one individual  has increased  from $100,000  (4,454 shares) to $500,000
(22,727 shares). The Company also has extended the offering expiration date from
April  15,  2000 to May 31,  2000,  and has also  extended  the date to which it
retains  discretion to further extend the offering  expiration  without  further
notice from June 30, 2000 to July 31, 2000.

As of May 8, 2000  subscriptions  of  $1,288,982  have been received but yet not
accepted,  therefore  there were no net proceeds  associated with this offering.
The following  expenses have been incurred by the Company in connection with the
issuance and distribution of securities registered:

Underwriting Discounts and Commissions:         $ -0-
Finders Fees:                                   $ -0-
Expenses paid to underwriters;                  $ -0-
Other Expenses;                               $100,000
Total Expenses;                               $100,000

All  expenses  were paid to  persons  other  than  directors,  officers,  or 10%
shareholders of North Bay.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

                                                              Page
         (a) Exhibit 27. Finacial Data Schedule                15

         (b) On February 2, 2000,  the  Company  filed a Current  Report on Form
8-K, reporting the declaration of a stock dividend of one share for every twenty
outstanding  shares and a cash  dividend of twenty  cents  ($.20) per share.  On
March 31, 2000 the Company  filed a Current  Report on Form 8-K,  reporting  its
year-end results and reporting the commencement of its public stock offering. No
financial statements were filed with the Current Reports on Form 8-K.

                                       13


<PAGE>


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

                                            NORTH BAY BANCORP
                                            A California Corporation


Date: May 11, 2000                  BY: /s/ Terry L. Robinson
                                        ------------------------
                                        Terry L. Robinson
                                        President & CEO



Date: May 11,2000                   BY: /s/ Lee Ann-Almeida
                                        ------------------------
                                        Lee-Ann Almeida
                                        Vice President & CFO


                                       14