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 March 31, 2001

Commission File No.  0-31080

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

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

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


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

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

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

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

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

                     Yes   X                      No
                        -------                     -----------

                      APPLICABLE ONLY TO CORPORATE ISSURES:


Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of May 9, 2001: 1,969,328



                                       1
<PAGE>



                                     PART I.
                              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, 2001 and March 31, 2000, is
unaudited,  but in the opinion of management  reflects all adjustments which are
necessary  to  present  fairly  the  financial  condition  of North Bay  Bancorp
(Company) at March 31, 2001 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>


                                           Item 1. Financial Statements
<TABLE>
<CAPTION>
                                                                                                   North Bay Bancorp
                                                                                              Consolidated Balance Sheets
                                                                                                      Unaudited

                                                                                    March 31,         March 31,         December 31,
                                                                                       2001             2000                2000
                                                                                  -------------     -------------      -------------

<S>                                                                               <C>               <C>                <C>
Assets
Cash and due from banks                                                           $  14,524,000     $  10,128,000      $  15,881,000
Federal funds sold                                                                   28,836,000         9,523,000          9,475,000
Time deposits with other financial institutions                                         100,000           100,000            100,000
Investment Securities:
   Held-to-maturity                                                                   1,353,000         1,372,000          1,353,000
   Available-for-sale                                                                59,379,000        53,970,000         58,251,000
Loans, net of allowance for loan losses of $2,382,000 in March, 2001
   $1,977,000 in March, 2000 and $2,268,000 in December, 2000                       157,527,000       128,919,000        150,008,000
Bank premises and equipment, net                                                      6,932,000         3,572,000          5,242,000
Accrued interest receivable and other assets                                          6,603,000         6,501,000          7,159,000
                                                                                  -------------     -------------      -------------
                            Total assets                                          $ 275,254,000     $ 214,085,000      $ 247,469,000
                                                                                  =============     =============      =============

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                           $  69,792,000     $  43,488,000      $  60,676,000
   Interest bearing                                                                 174,330,000       146,256,000        155,962,000
                                                                                  -------------     -------------      -------------
                           Total deposits                                           244,122,000       189,744,000        216,638,000

Long term debt                                                                        2,538,000                 0          2,769,000
Short term borrowings                                                                         0         4,600,000                  0
                                                                                  -------------     -------------      -------------
                          Total borrowings                                            2,538,000         4,600,000          2,769,000

Accrued interest payable and other liabilities                                        1,239,000         1,367,000          1,425,000
                                                                                  -------------     -------------      -------------

                          Total liabilities                                         247,899,000       195,711,000        220,832,000
                                                                                  -------------     -------------      -------------

Shareholders' equity:

Preferred stock - no par value:
Authorized, 500,000 shares;
Issued and outstanding - none
Common stock - no par value:
Authorized, 10,000,000 shares;
Issued and outstanding - 1,956,040 shares in March 2001,
   1,615,410 shares in March, 2000, and 1,850,445 in December, 2000                  21,873,000        14,824,000         19,802,000
Retained earnings                                                                     4,986,000         4,811,000          6,753,000
Accumulated other comprehensive income (loss)                                           496,000        (1,261,000)            82,000
                                                                                  -------------     -------------      -------------
                     Total shareholders' equity                                      27,355,000        18,374,000         26,637,000

             Total liabilities and shareholders' equity                           $ 275,254,000     $ 214,085,000        247,469,000
                                                                                  =============     =============      =============

<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,
                                                    2001             2000
                                                 ----------       ----------
Interest Income
   Loans (including fees)                        $3,589,000       $2,808,000
   Federal funds sold                               244,000           71,000
   Investment securities                            922,000          844,000
                                                 ----------       ----------
Total Interest income                             4,755,000        3,723,000

Interest Expense
   Deposits                                       1,563,000        1,219,000
   Short term borrowings                              2,000           70,000
   Long term debt                                    63,000                0
                                                 ----------       ----------
Total Interest expense                            1,628,000        1,289,000

Net interest income                               3,127,000        2,434,000

Provision for loan losses                           111,000           90,000
                                                 ----------       ----------

Net interest income after
   provision for loan losses                      3,016,000        2,344,000

Non interest income                                 545,000          514,000

Non interest expenses
   Salaries and employee benefits                 1,408,000          983,000
   Occupancy                                        221,000          112,000
   Equipment                                        330,000          162,000
   Other                                            712,000          511,000
                                                 ----------       ----------
Total non interest expense                        2,671,000        1,768,000
                                                 ----------       ----------

Income before provision for
   income taxes                                     890,000        1,090,000

Provision for income taxes                          336,000          419,000
                                                 ----------       ----------

Net income                                       $  554,000       $  671,000
                                                 ==========       ==========

Basic earnings per common share:                 $     0.28       $     0.40
                                                 ==========       ==========
Diluted earnings per common share:               $     0.28       $     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
                                                     For the Three Months Ended
                                                           March 31, 2001
                                                             (Unaudited)



                                                                                    Accumulated
                                                                                    Other             Total
                                          Common Shares    Common       Retained    Comprehensive     Shareholders'    Comprehensive
                                          Outstanding      Stock        Earnings    Income            Equity           Income

<S>                                        <C>          <C>             <C>          <C>            <C>
BALANCE, DECEMBER 31, 2000                 1,850,445    $19,801,000    $6,753,000     $82,000        $26,636,000

Stock dividend                                92,307      1,938,000    (1,950,000)                       (12,000)
Cash dividend                                                            (371,000)                      (371,000)
Comprehensive income:
    Net income                                                            554,000                        554,000        $554,000
    Other comprehensive income,
      net of tax:
        Change in net unrealized
          gains on
          available-for-sale
          securities, net of tax                                                      414,000            414,000         414,000
                                                                                                                        --------
Comprehensive income                                                                                                    $968,000
                                                                                                                        ========
Stock options exercised                       13,288        134,000                                     134,000
                                           ---------    -----------     ----------   --------       -----------
BALANCE, MARCH 31, 2001                    1,956,040    $21,873,000     $4,986,000   $496,000       $27,355,000
                                           =========    ============    ===========  ========       ===========

<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)
                                                               Three Months
                                                              Ended March 31,
                                                            2001         2000
                                                          --------     --------
Cash Flows From Operating Activities:
Net income                                                $    554     $    671
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                                252           97
  Provision for loan losses                                    111           90
  Amortization of deferred loan fees                           (98)         (63)
  Premium amortization (discount accretion), net               (20)           8
  Changes in:
    Interest receivable and other assets                       261          901
    Interest payable and other liabilities                    (187)        (269)
                                                          --------     --------
     Total adjustments                                         319          764
                                                          --------     --------
   Net cash provided by operating activities                   873        1,435
                                                          --------     --------

Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                0           18
Investment securities available-for-sale:
  Proceeds from maturities and principal payments            4,155        1,132
  Purchases                                                 (4,554)           0
Net increase in loans                                       (7,532)      (8,780)
Capital expenditures                                        (1,942)        (787)
                                                          --------     --------
   Net cash used in investing activities                    (9,873)      (8,417)
                                                          --------     --------

Cash Flows From Financing Activities:
Net increase in deposits                                    27,484       17,364
Decrease in short-term borrowings                                0         (400)
Repayment of long-term borrowings                             (231)           0
Stock options exercised                                        134           18
Dividends paid                                                (383)        (315)
                                                          --------     --------
   Net cash provided by financing activities                27,004       16,667
                                                          --------     --------
Net increase in cash and cash equivalents                   18,004        9,685
Cash and cash equivalents at beginning of year              25,356        9,966
                                                          --------     --------
Cash and cash equivalents at end of period                $ 43,360     $ 19,651
                                                          ========     ========

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                           $  1,300     $  1,371

The accompanying notes are an integral part of these statements


                                       6

<PAGE>


                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 2001


NOTE 1 - Basis of Presentation

The accompanying  consolidated financial statements,  which include the accounts
of North Bay Bancorp and its subsidiaries  (the  "Company"),  have been prepared
pursuant to the rules and regulations of the Securities and Exchange  Commission
(SEC) and in Management's opinion,  include all adjustments  (consisting only of
normal recurring  adjustments)  necessary for a fair presentation of results for
such interim  periods.  The  subsidiaries  consist of two community  banks,  The
Vintage Bank,  established in 1985,  and Solano Bank,  which was opened July 17,
2000.  All  significant   intercompany   transactions  and  balances  have  been
eliminated. Certain information and note disclosures normally included in annual
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted pursuant to SEC rules or regulations;  however, the
Company  believes that the disclosures made are adequate to make the information
presented not  misleading.  The interim results for the three months ended March
31, 2001 and 2000, are not necessarily  indicative of results for the full year.
It is suggested that these financial  statements be read in conjunction with the
financial  statements and the notes included in the Company's  Annual Report for
the year ended December 31, 2000.

NOTE 2 - Commitments

The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$4,433,000,  undisbursed  real estate and  construction  loans of  approximately
$22,308,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately $19,051,000, as of March 31, 2001.

NOTE 3 - Earnings Per Common Share

The  Company  declared  5% stock  dividends  on January 18, 2000 and January 29,
2001. As a result of the stock dividends the number of common shares outstanding
and  earnings  per  share  data  was  adjusted  retroactively  for  all  periods
presented.

The following  table  reconciles the numerator and  denominator of the Basic and
Diluted earnings per share computations:

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

                                For the three months ended March 31, 2001
                                -----------------------------------------
  Basic earnings per share     $554,000          1,946,459              $.28
  Stock options                                     23,990
  Diluted earnings per share                     1,970,449              $.28

                                For the three months ended March 31, 2000
                                -----------------------------------------
  Basic earnings per share     $671,000          1,694,220              $.40
  Stock options                                     35,855
  Diluted earnings per share                     1,730,074              $.39


                                       7
<PAGE>

NOTE 4 - Comprehensive Income

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

                                                               Three Months
                                                              Ended March 31,
                                                         2001              2000
                                                         ----              ----
Net Income                                               $554              $671
Net change in unrealized gains
(losses) on available-for-sale                            414              (90)
                                                          ---              ----
investments, net of tax
Comprehensive Income                                     $968              $581
                                                         ====              ====


NOTE 5 - Segment Reporting

The Company's  operating  segments consist of its traditional  community banking
activities  provided  through its Banks and  activities  related to the Bancorp.
Community banking  activities  include the Banks' commercial and retail lending,
deposit  gathering  and  investment  and  liquidity  management  activities.  As
permitted,  the Company has  aggregated  the results of the  separate  banks and
branches into a single reportable  segment,  and the Bancorp activities reported
as "Other".


                                       8
<PAGE>


The  components  of the Company's  business  segments for the three months ended
March 31, 2001 were as follows:

                                   (In 000's)

                                Community             Intersegment
                                  Banking       Other  Adjustments  Consolidated
                                  -------       -----  -----------  ------------
Interest Income                 $  4,755    $      0     $      0    $  4,755
Interest Expense                   1,565          63            0       1,628
                                --------    --------     --------    --------
   Net Interest Income             3,190         (63)           0       3,127
Provision for loan losses            111           0            0         111

Equity income of
subsidiaries                           0         832          832           0
Noninterest Income                   588         869          912         545
Noninterest Expense                2,299       1,284          912       2,671
                                --------    --------     --------    --------
Income Before Tax                  1,368         354          832         890
Provision for
   Income Taxes                      536        (200)           0         336
                                --------    --------     --------    --------
Net Income                      $    832    $    554     $    832    $    554
                                ========    ========     ========    ========

Assets                          $272,638    $ 30,295     $ 27,679    $275,254
Loans, Net                       157,527           0            0     157,527
Deposits                         244,401           0          279     244,122
Equity                            27,400      27,355       27,400      27,355


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

                                   (In 000's)

                             Community               Intersegment
                               Banking      Other     Adjustments   Consolidated
                               -------      -----     -----------   ------------
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              1,548        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



                                       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  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  $554,000 or $.28 per diluted  share for the three  months  ended
March 31, 2001,  compared  with $671,000 or $.39 per diluted share for the three
months ended March 31, 2000, a decrease of 17%.  Total assets were  $275,254,000
as of March 31,  2001;  equating  to a 29%  growth in assets  during  the twelve
months ended March 31, 2001.

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 quarters ended March 31, 2001
and March 31, 2000:


                                       10
<PAGE>

<TABLE>
<CAPTION>

                                                                        In 000's
                                                          2001                                        2000
                                                          ----                                        ----
                                          Average      Income/       Average         Average       Income/      Average
                                          Balance      Expense    Yield/Rate         Balance       Expense   Yield/Rate
                                  --------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>          <C>             <C>           <C>
 Loans  (1)  (2)                         $156,872       $3,589         9.15%        $126,918        $2,808        8.85%
 Investment securities:
   Taxable                                 45,525          755         6.63%          41,449           674        6.50%
   Non-taxable (3)                         13,913          210         6.04%          14,090           214        6.08%
                                          -------         ----                       -------          ----

TOTAL LOANS AND INVESTMENT
SECURITIES                                216,310        4,554         8.42%         182,457         3,696        8.10%

 Due from banks, time                         100            1         4.00%             100             1        4.00%
 Federal funds sold                        20,502          244         4.76%           5,787            71        4.91%
                                          -------         ----                        ------           ---

TOTAL EARNING ASSETS                      236,912       $4,799         8.10%         188,344        $3,768        8.00%
                                         --------      -------                      --------       -------

 Cash and due from banks                   14,533                                      8,813
 Allowance for loan losses                 (2,344)                                    (1,938)
 Premises and equipment, net                6,368                                      3,233
 Accrued interest receivable
   and other assets                         6,207                                      6,779
                                         --------                                   --------

TOTAL ASSETS                             $261,676                                   $205,231
                                         ========                                  =========

LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand                $78,845         $552         2.80%         $61,160          $344        2.25%
   Savings                                 18,006           78         1.73%          16,133            74        1.83%
   Time                                    69,605          933         5.36%          63,944           801        5.01%
                                          -------         ----                       -------          ----
                                          166,456        1,563         3.76%         141,237         1,219        3.45%

   Long-term debt                           2,940           65         8.84%               0             0        0.00%
   Short-term borrowings                        0            0         0.00%           4,600            70        6.09%

TOTAL INTEREST BEARING
 LIABILITIES                              169,396       $1,628         3.84%         145,837        $1,289        3.54%
                                         --------      -------                      --------       -------

 Noninterest bearing DDA                   63,459                                     39,444
 Accrued interest payable
   and other liabilities                    1,650                                      1,616
 Shareholders' equity                      27,171                                     18,334
                                         --------                                   --------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                    $261,676                                   $205,231
                                         ========                                   ========

NET INTEREST INCOME                                     $3,171                                      $2,479
                                                        ======                                      ======
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                 5.35%                                       5.26%

</TABLE>

                                                                       11
<PAGE>

(1)  Average loans include nonaccrual loans

(2)  Loan interest  income  includes loan fee income of $197 in 2001 and $134 in
     2000

(3)  Average yields shown are taxable-equivalent.  On a non- taxable basis, 2001
     interest  income  was  $166  with  an  average  yield  of  4.77%;  in  2000
     non-taxable income was $169 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

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,  2001 and  March  31,  2000  was  $3,127,000  and  $2,434,000,
respectively.  These results equate to a 28% increase in net interest income for
the first  quarter  of 2001  compared  to the first  quarter  of 2000.  Loan fee
income,  which is included in interest income, was $197,000 for the three months
ended March 31, 2001,  compared  with  $134,000 for the three months ended March
31, 2000. The average  balance of earnings assets  increased  $48,568,000 or 26%
during the twelve  months  ended  March 31,  2001.  Taxable-equivalent  interest
income increased $1,031,000 in the first quarter of 2001 compared with the first
quarter of 2000. Increase in the volume of earning assets accounted for $907,000
of this increase, with an increase of $124,000 attributable to higher rates. The
average balance of  interest-bearing  liabilities  increased  $23,559,000 or 16%
during the first  three  month of 2001  compared  with the same  period in 2000.
Interest paid on interest-bearing  liabilities increased $339,000 or 26% in 2001
compared  with 2000.  Increase  in the volume of deposits  and other  borrowings
accounted  for  $109,000  of  this  increase,  while  a  $230,000  increase  was
attributed to an increase in rates. Management does not expect a material change
in the Company's net interest margin during the next twelve months as the result
of a modest increase or decrease in general interest rates.



                                       12
<PAGE>



The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the first  three  months in 2001  over  2000  resulting  from
changes in assets and liabilities  volumes and rates. The change in interest due
to both rate and volume has been allocated in proportion to the  relationship of
absolute dollar amounts of change in each.

                                                          In 000's
                                                       2001 Over 2000
                                                       ---------------
                                               Volume       Rate         Total
                                              -------      -------      -------
Increase (Decrease) In
 Interest and Fee Income

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

   Investment Securities:
     Taxable                                       66           15           81
     Non-Taxable (1)                               (3)          (1)          (4)
   Federal Funds Sold                             181           (8)         173
   Loans                                          663          118          781
                                              -------      -------      -------
   Total Interest and Fee Income                  907          124        1,031
                                              -------      -------      -------


Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                         100          108          208
     Savings                                        8           (4)           4
     Time Deposits                                 71           61          132
                                              -------      -------      -------
   Total Deposits                                 179          165          344

   Long-term Debt                                   0           65           65
   Short-term Borrowings                          (70)           0          (70)
                                              -------      -------      -------
   Total Interest Expense                         109          230          339
                                              -------      -------      -------
   Net Interest Income                        $   798      ($  106)     $   692
                                              =======      =======      =======

(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



                                       13
<PAGE>

March 31, 2001 the allowance for loan losses of $2,382,000  represented 1.49% of
loans  outstanding.  As of March 31, 2000,  the allowance  represented  1.51% of
loans  outstanding.  During the three months ended March 31, 2001,  $111,000 was
charged to expense for the loan loss  provision,  compared  with $90,000 for the
same  period in 2000.  Net  recoveries  for all loans were  $3,000 for the first
quarter on 2001  compared with net  charge-offs  of $100,000 in the year earlier
period.  There were no loans on non-accrual  status as of March 31, 2001,  March
31, 2000 or December 31, 2000.

The following table summarizes changes in the allowance for loan losses:
<TABLE>
<CAPTION>
                                                                In 000's

                                                    March 31, 2001    March 31, 2000
<S>                                                         <C>               <C>
Balance, beginning of period                                $2,268            $1,987
Provision for loan losses                                      111                90
Loans charged off                                                0               120
Recoveries of loans previously charged off                       3                20
                                                            ------            ------
Balance, end of period                                      $2,382            $1,977
                                                            ======            ======

Allowance  for loan  losses  to  total  outstanding
loans                                                        1.49%             1.51%

</TABLE>

NON-INTEREST INCOME

Non-interest  income was  $545,000  for the three  months  ended  March 31, 2001
compared with $514,000 for the same period in 2000, a 6% 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.

NON-INTEREST EXPENSE

Non-interest  expense  for the three  months  ended March 31, 2001 and March 31,
2000 was $2,671,000 and $1,768,000,  respectively,  a 51% increase. The increase
compared with the prior reporting period is primarily due to the Company opening
its  subsidiary  de novo bank,  Solano Bank,  on July,  17,  2000.  Salaries and
employee  benefits  expense for the three  months  ended March 31, 2001 and 2000
were $1,408,000 and $983,000, respectively, a 43% increase. The increase in 2001
resulted from increased salary rates paid to Company officers and employees, and
an increase of approximately twenty-seven full-time equivalent employees from 85
at March 31,  2000 to 112 at March 31,  2001.  Occupancy  expense  for the three
months ended March 31, 2001 and 2000 were $221,000 and $112,000, respectively, a
97% increase. The increase in 2001 is attributed to opening three branch offices
of Solano Bank in mid 2000.  The Company had three  branch  offices at March 31,
2000 compared with six at March 31, 2001. Equipment expense for the three months
ended  March  31,  2001  and  2000  was  $330,000  and  $162,000,  respectively,
representing  an increase of 104%. The increase was primarily due to an increase
in  depreciation  expense  for the new  host  banking  systems  and the new item
processing and imaging systems, as well as, furniture and equipment depreciation
expenses of the three new branch  offices.  Other  expenses for the three months
ended  March  31,  2001  and  March  31,  2000  were   $712,000  and   $511,000,
respectively,  a 39%  increase.  The increase from last year is primarily due to
costs  associated  with  operating  six branch  offices in 2001 in comparison to
three in 2000.

INCOME TAXES

The Company reported a provision for income tax for the three months ended March
31, 2001 and 2000 of $336,000 and $419,000, respectively. Both the 2001 and 2000
provisions  reflect  tax  accruals at maximum  rates for both  federal and state
income taxes, adjusted for the effect of the Company's investments in tax-exempt
municipal securities.

BALANCE SHEET

Total assets as of March 31, 2001 were  $275,254,000  compared with $214,085,000
as of March 31, 2000,  and  $247,469,000  at December 31, 2000 equating to a 29%
increase  during the twelve  months then ended



                                       14
<PAGE>

and an 11% increase for the three month ended March 31, 2001.  Total deposits as
of March 31, 2001 were  $244,122,000  compared with $189,744,000 as of March 31,
2000, and  $216,638,000 at December 31, 2000  representing a 29% increase during
the twelve  months and a 13% increase for the three months ended March 31, 2001.
Loans  outstanding  as  of  March  31,  2001  were  $159,909,000  compared  with
$130,896,000  as of March 31,  2000,  and  $152,276,000  at  December  31,  2000
equating to a 22%  increase  during the twelve  months and a 6% increase for the
three months ended March 31, 2001.

BORROWINGS

There were no  short-term  borrowings  at March 31,  2001 or  December  31, 2000
compared  with  $4,600,000  at March 31,  2000.  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. Continued reliance on short-term borrowings may be required if loan
demand  outpaces  deposit  growth,  and,  therefore  short-term  borrowings  are
expected to vary from time to time. The Company has a $3,000,000  unsecured loan
with Union Bank of California, with a current balance of $2,538,000. The term of
the loan is three and one half years with  principal  and interest  payments due
quarterly. The loan is a variable rate loan tied to Union Bank's reference rate,
currently  7.50%.  The proceeds of this loan were  primarily  invested  into the
Company's subsidiary, Solano Bank.

LIQUIDITY AND CAPITAL ADEQUACY

The  Company's  liquidity  is  determined  by the level of assets (such as cash,
Federal  Funds,  and  investment  in  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,  2001  liquid
assets were 37% of total assets, compared with 34% as of March 31, 2000.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICA)  established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital
of at least  10%,  tier 1  risked-based  capital  of at least 6%, and a leverage
ratio of at least 5%. As of March 31, 2001,  the  Company's  risk-based  capital
ratio was 14.44%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 13.30% and 10.31%, respectively.

As the following  table  indicates,  the Bank  currently  exceeds the regulatory
capital  minimum  requirements.   The  Bank  is  considered  "Well  Capitalized"
according to regulatory guidelines.



                                       15
<PAGE>


<TABLE>
<CAPTION>


                                                                                    To Be Well Capitalized
                                                             For Capital            Under Prompt Corrective
                                       Actual              Adequacy Purposes          Action Provisions
                                       ------              -----------------          -----------------
                                                             (In 000's)
                               Amount        Ratio       Amount        Ratio         Amount           Ratio
                               ------        -----       ------        -----         ------           -----
<S>                           <C>           <C>         <C>            <C>          <C>              <C>
As of March 31, 2001:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $28,784       14.44%      $15,942       >8.00%        $19,927         >10.00%
                                                                      -                             -
      The Vintage Bank         20,629       11.33%       14,572       >8.00%         18,215         >10.00%
                                                                      -                             -
       Solano Bank              8,246       56.85%        1,164       >8.00%          1,455         >10.00%
                                                                      -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             26,507       13.30%        7,971       >4.00%         11,956          >6.00%
                                                                      -                              -
      The Vintage Bank         18,352       10.08%        7,286       >4.00%         10,929          >6.00%
                                                                      -                              -
       Solano Bank              8,200       56.54%          728       >4.00%            873          >6.00%
                                                                      -                              -
Tier I Capital (to
   Average Assets)
      Consolidated             26,507       10.31%       10,287       >4.00%         12,858          >5.00%
                                                                      -
      The Vintage Bank         18,352        8.03%        9,147       >4.00%         11,433          >5.00%
                                                                      -                              -
       Solano Bank              8,200       28.77%        1,140       >4.00%          1,425          >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 the purpose other than
trading. They include loans, securities available-for-sale, deposit liabilities,
short-term  borrowings and long-term debt. Interest rate risk occurs when assets
and liabilities reprice at different times as interest rate changes.

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



                                       16
<PAGE>

Utilizing the simulation  model to measure  interest rate risk at March 31, 2001
and  December  31, 2000 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-KSB for  December  31,
2000.


                                       17
<PAGE>




                           PART II - OTHER INFORMATION



OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 20,  2001 a 5% stock  dividend  was granted to  shareholders  of record
March 1, 2001.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.    OTHER INFORMATION

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (a) An index of exhibits begins on page 20.

         (b) On February 14, 2001,  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 5, 2001 the  Company  filed a Current  Report on Form 8-K,  reporting  its
year-end  results and  commencement of its public stock  offering.  No financial
statements were filed with the Current Reports on Form 8-K.




                                       18
<PAGE>


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

                                            NORTH BAY BANCORP
                                            A California Corporation


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



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



                                       19
<PAGE>



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

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