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, 2002


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 ISSUERS:

Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of May 15, 2002: 2,073,452

NO AUDITOR HAS REVIEWED THE UNAUDITED INTERIM FINANCIAL  STATEMENTS CONTAINED IN
THIS  QUARTERLY  REPORT ON FORM 10-Q TO  DETERMINE  THAT THE  UNAUDITED  INTERIM
FINANCIAL  STATEMENTS  PRESENT FAIRLY, IN ALL MATERIAL  RESPECTS,  THE FINANCIAL
POSITION, THE RESULTS OF OPERATIONS, CASH FLOWS AND THE CHANGES IN SHAREHOLDERS'
EQUITY OF THE  COMPANY  FOR EACH OF THE  PERIODS  REPORTED  IN  ACCORDANCE  WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

<PAGE>

                                     Part 1.
                              FINANCIAL INFORMATION

FORWARD LOOKING STATEMENTS

In  addition to the  historical  information,  this  Quarterly  Report  contains
certain  forward-looking  information  within the  meaning of Section 27A of the
Securities Act of 1933, as amended and Section 321E of the  Securities  Exchange
Act of 1934, as amended,  and are subject to the "Safe Harbor"  created by those
Sections.  The reader of this Quarterly  Report should  understand that all such
forward-looking  statements are subject to various  uncertainties and risks that
could affect their outcome. The Company's actual results could differ materially
from those  suggested  by such  forward-looking  statements.  Factors that could
cause or contribute  to such  differences  include,  but are not limited to, (i)
variances in the actual  versus  projected  growth in assets,  return on assets,
loan  losses,  expenses,  rates  charged  on  loans  and  earned  on  securities
investments,  rates  paid on  deposits,  and fee and  other  noninterest  income
earned;  (ii)  competitive   pressures  among  depository  and  other  financial
institutions may increase significantly and have an effect on pricing, spending,
third-party  relationships and revenues;  (iii) enactment of adverse  government
regulations;  (iv) the potential  effects of the California  energy crisis;  (v)
adverse  conditions and volatility,  as a result of recent economic  uncertainty
created by the September 11, 2001  terrorists  attacks on the World Trade Center
and the Pentagon, the United States' war on terrorism,  in the stock market, the
public debt market and other capital  markets and the impact of such  conditions
of the Company;  (vi)  continued  changes in the interest rate  environment  may
reduce interest margins and adversely impact net interest income;  (vii) as well
as other  factors.  This  entire  Quarterly  Report  should  be read to put such
forward-looking  statements in context and to gain a more complete understanding
of the uncertainties and risks involved in the Company's business.

Moreover,  wherever phrases 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, 2002 and March 31, 2001 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, 2002 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.

NO AUDITOR HAS REVIEWED THE UNAUDITED INTERIM FINANCIAL  STATEMENTS CONTAINED IN
THIS  QUARTERLY  REPORT ON FORM 10-Q TO  DETERMINE  THAT THE  UNAUDITED  INTERIM
FINANCIAL  STATEMENTS  PRESENT FAIRLY, IN ALL MATERIAL  RESPECTS,  THE FINANCIAL
POSITION, THE RESULTS OF OPERATIONS, CASH FLOWS AND THE CHANGES IN SHAREHOLDERS'
EQUITY OF THE  COMPANY  FOR EACH OF THE  PERIODS  REPORTED  IN  ACCORDANCE  WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.


                                       2
<PAGE>

                                     Item 1.
                              FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                North Bay Bancorp
                                                                             Consolidated Balance Sheets
                                                                                     Unaudited

                                                                         March 31,     March 31,  December 31,
Assets                                                                        2002          2001          2001
                                                                      ------------  ------------  ------------
<S>                                                                   <C>           <C>           <C>
Cash and due from banks                                               $ 17,023,000  $ 14,524,000  $ 19,311,000
Federal funds sold                                                      30,533,000    28,836,000    18,000,000
Time deposits with other financial institutions                            100,000       100,000       100,000
                                                                      ------------  ------------  ------------
                   Total cash and cash equivalents                      47,656,000    43,460,000    37,411,000

Investment Securities:
   Held-to-maturity                                                      1,293,000     1,353,000     1,314,000
   Available-for-sale                                                   73,341,000    58,117,000    83,565,000
   Equity securities                                                     1,268,000     1,262,000     1,241,000
                                                                      ------------  ------------  ------------
                     Total investment securities                        75,902,000    60,732,000    86,120,000

Loans, net of allowance for loan losses of $2,861,000 in March, 2002
   $2,382,000 in March, 2001 and $2,717,000 in December, 2001          193,334,000   157,527,000   183,548,000
Bank premises and equipment, net                                        10,216,000     6,932,000     9,329,000
Accrued interest receivable and other assets                            10,889,000     6,603,000    10,398,000
                                                                      ------------  ------------  ------------

                            Total assets                              $337,997,000  $275,254,000  $326,806,000
                                                                      ============  ============  ============

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                               $ 81,355,000  $ 69,792,000  $ 77,117,000
   Interest bearing                                                    222,274,000   174,330,000   215,324,000
                                                                      ------------  ------------  ------------
                           Total deposits                              303,629,000   244,122,000   292,441,000

Long term debt                                                           1,615,000     2,538,000     1,846,000
                                                                      ------------  ------------  ------------
                           Total borrowings                              1,615,000     2,538,000     1,846,000

Accrued interest payable and other liabilities                           2,466,000     1,239,000     2,539,000
                                                                      ------------  ------------  ------------

                          Total liabilities                            307,710,000   247,899,000   296,826,000
                                                                      ------------  ------------  ------------

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 - 2,068,989 shares in March 2002,
   1,956,040 shares in March, 2001, and 1,960,902 in December, 2001     24,247,000    21,873,000    21,973,000
Retained earnings                                                        5,683,000     4,986,000     7,454,000
Accumulated other comprehensive income                                     357,000       496,000       553,000
                                                                      ------------  ------------  ------------
                     Total shareholders' equity                         30,287,000    27,355,000    29,980,000

             Total liabilities and shareholders' equity               $337,997,000  $275,254,000  $326,806,000
                                                                      ============  ============  ============
</TABLE>

The accompanying notes are an integral part of these statements

                                       3
<PAGE>

                                                         North Bay Bancorp
                                                  Consolidated Income Statements
                                                            (Unaudited)

                                                  Three Months Ended March 31,
                                                         2002            2001
                                                   ----------      ----------

Interest Income
   Loans (including fees)                          $3,801,000      $3,589,000
   Federal funds sold                                  58,000         244,000
   Investment securities taxable                      865,000         755,000
   Investment securities tax exempt                   149,000         167,000
                                                   ----------      ----------
Total Interest income                               4,873,000       4,755,000

Interest Expense
   Deposits                                           835,000       1,563,000
   Short term borrowings                                    0           2,000
   Long term debt                                      15,000          63,000
                                                   ----------      ----------
Total Interest expense                                850,000       1,628,000

Net interest income                                 4,023,000       3,127,000

Provision for loan losses                             144,000         111,000
                                                   ----------      ----------

Net interest income after
   provision for loan losses                        3,879,000       3,016,000

Non interest income                                   633,000         545,000

Gains on securities transactions, net                  66,000               0

Non interest expenses
   Salaries and employee benefits                   1,904,000       1,408,000
   Occupancy                                          234,000         221,000
   Equipment                                          476,000         330,000
   Other                                              753,000         712,000
                                                   ----------      ----------
Total non interest expense                          3,367,000       2,671,000
                                                   ----------      ----------

Income before provision for
   income taxes                                     1,211,000         890,000

Provision for income taxes                            433,000         336,000
                                                   ----------      ----------

Net income                                         $  778,000      $  554,000
                                                   ==========      ==========

Basic earnings per common share:                   $     0.38      $     0.27
                                                   ==========      ==========
Diluted earnings per common share:                 $     0.37      $     0.27
                                                   ==========      ==========

The accompanying notes are an integral part of these statements

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                         North Bay Bancorp
                                     Consolidated Statement of Change in Shareholders' Equity
                                                    For the Three Months Ended
                                                          March 31, 2002
                                                            (Unaudited)

                                                                               Accumulated
                                                                                     Other              Total
                                Common Shares        Common      Retained    Comprehensive      Shareholders'    Comprehensive
                                  Outstanding         Stock      Earnings           Income             Equity           Income
                                ----------------------------------------------------------------------------------------------
<S>                                 <C>         <C>            <C>                <C>             <C>                <C>
BALANCE, DECEMBER 31, 2001          1,960,902   $21,973,000    $7,454,000         $553,000        $29,980,000

Stock dividend                         97,408     2,143,000    (2,157,000)                            (14,000)
Cash dividend                                                    (392,000)                           (392,000)
Comprehensive income:
    Net income                                                    778,000                             778,000         $778,000
    Other comprehensive loss,
      net of tax:
      Change in net unrealized
        losses on
        available-for-sale
        securities, net of tax                                                   (196,000)          (196,000)         (196,000)
                                                                                                                      --------

Comprehensive income                                                                                                  $582,000
                                                                                                                      ========
Stock options exercised                10,679       131,000                                           131,000
                                    ---------  ------------                                       -----------
BALANCE, MARCH 31, 2002             2,068,989  $ 24,247,000    $5,683,000         $357,000        $30,287,000
                                    =========  ============    ==========         ========        ===========
</TABLE>

The accompanying notes are an integral part of these statements

                                       5
<PAGE>

                                     North Bay Bancorp
                           Consolidated Statement of Cash Flows
                                         Unaudited

                                        (In 000's)
<TABLE>
<CAPTION>
                                                                    Three Months
                                                                   Ended March 31,
                                                                     2002       2001
                                                                 --------   --------
<S>                                                              <C>        <C>
Cash Flows From Operating Activities:
Net income                                                       $    778   $    554
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                                       357        252
  Provision for loan losses                                           144        111
  Amortization of deferred loan fees                                 (126)       (98)
  Premium amortization (discount accretion), net                      256        (20)
  Gain on securities transactions                                     (66)         0
  Changes in:
    Interest receivable and other assets                             (352)       261
    Interest payable and other liabilities                            (73)      (187)
                                                                 --------   --------
   Net cash provided by operating activities                          918        873
                                                                 --------   --------

Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                      21          0
Investment securities available-for-sale:
  Proceeds from maturities and principal payments                   4,587      4,155
  Proceeds from sale of securities                                  5,112          0
  Purchases                                                             0     (4,524)
Equity securities:
  Purchases                                                           (27)       (30)
Net increase in loans                                              (9,804)    (7,532)
Capital expenditures                                               (1,244)    (1,942)
                                                                 --------   --------
   Net cash used in investing activities                           (1,355)    (9,873)
                                                                 --------   --------

Cash Flows From Financing Activities:
Net increase in deposits                                           11,188     27,484
Repayment of long-term debt                                          (231)      (231)
Stock options exercised                                               131        134
Dividends paid                                                       (406)      (383)
                                                                 --------   --------
   Net cash provided by financing activities                       10,682     27,004
                                                                 --------   --------
Net increase in cash and cash equivalents                          10,245     18,004
Cash and cash equivalents at beginning of year                     37,411     25,356
                                                                 --------   --------
Cash and cash equivalents at end of period                       $ 47,656   $ 43,360
                                                                 ========   ========

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                  $    929   $  1,300
  Taxes paid                                                     $    331   $      0
</TABLE>

The accompanying notes are an integral part of these statements

                                       6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 2002

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, 2002 and 2001, 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, 2001.

NOTE 2 - Commitments

The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$1,286,000,  undisbursed  real estate and  construction  loans of  approximately
$17,451,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately $36,975,000, as of March 31, 2002.

NOTE 3 - Earnings Per Common Share

The Company declared a 5% stock dividend on January 28, 2002. As a result of the
stock  dividend 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:

<TABLE>
<CAPTION>
                                                             Weighted Average       Per-Share
                                           Net Income        Shares                 Amount
                                           ----------        ------                 ------
<S>                                       <C>               <C>                     <C>
                                           For the three months ended March 31, 2002
                                           -----------------------------------------

  Basic earnings per share                $778,000          2,059,750               $.38
  Dilutive effect of stock options                             54,344
  Diluted earnings per share                                2,114,094               $.37

                                           For the three months ended March 31, 2001
                                           -----------------------------------------

  Basic earnings per share                $554,000          2,043,782               $.27
  Dilutive effect of stock options                             25,189
  Diluted earnings per share                                2,068,971               $.27
</TABLE>


NOTE 4- 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  are
reported as "Other".

The  components  of the Company's  business  segments for the three months ended
March 31, 2002 were as follows:

                                       7
<PAGE>

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

                                   Community                               Intersegment
                                     Banking                Other           Adjustments         Consolidated
                                     -------                -----           -----------         ------------
<S>                                 <C>                   <C>                 <C>                   <C>
Interest Income                       $4,886                   $0                 ($13)               $4,873
Interest Expense                         848                   15                  (13)                  850
                                    --------              -------             --------              --------
   Net Interest Income                 4,038                  (15)                   0                 4,023
Provision for loan losses                144                    0                    0                   144

Equity income of
subsidiaries                               0                  908                 (908)                    0
Noninterest Income                       740                1,350               (1,391)                  699
Noninterest Expense                    3,202                1,556               (1,391)                3,367
                                    --------              -------             --------              --------
Income Before Tax                      1,432                  687                 (908)                1,211
Provision for
   Income Taxes                          524                  (91)                   0                   433
                                    --------              -------             --------              --------
Net Income                              $908                 $778                ($908)                 $778
                                    --------              -------             --------              --------

Assets                              $336,106              $33,075             ($31,183)             $337,997
Loans, Net                           193,334                    0                    0               193,334
Deposits                             304,624                    0                 (995)              303,629
Equity                                30,189               30,287              (30,189)               30,287


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
</TABLE>

NOTE 5 - Impact of Recently Issued Accounting Standards

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement No. 142, Goodwill and Other Intangible Assets.  Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after  June  30,  2001  as  well  as  all  purchase  method  business
combinations  completed  after  June 30,  2001.  Statement  141  also  specifies
criteria  intangible  assets acquired in a purchase method business  combination
must meet to be recognized  and reported  apart from  goodwill,  noting that any
purchase  price  allocable to an assembled  workforce  may not be accounted  for
separately.  Statement  142 requires that  goodwill and  intangible  assets with
indefinite  useful  lives  no  longer  be  amortized,  but  instead  tested  for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 also requires that intangible assets with definite useful lives be
amortized  over  their  respective  estimated  useful  lives to their  estimated
residual  values,  and reviewed for impairment in accordance  with SFAS No. 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Be Disposed Of.

The Company  adopted the  provisions  of  Statement  141 in fiscal year 2001 and
Statement 142 effective January 1, 2002. Goodwill and intangible assets acquired
in business combinations completed before July 1, 2001 continued to be amortized
prior to the adoption of  Statement  142. The Company does not have any goodwill
and intangible assets acquired in business combinations completed before July 1,
2001. The adoption of Statements No. 141 and 142 did not have a material  impact
on the financial condition or operating results of the Company.

                                       8
<PAGE>

NOTE 6 - Accounting for Asset Retirement Obligations

The Financial  Accounting  Standards Board (FASB) recently issued  Statement No.
143, Accounting for Asset Retirement  Obligations in August 2001. This Statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.

As a result,  FASB  Statement  No. 143 applies to all  entities  that have legal
obligations  associated  with the retirement of long-lived  tangible assets that
result  from the  acquisition,  construction,  development  or normal use of the
asset. As used in this Statement,  a legal obligation results from existing law,
statute,  ordinance,  written or oral contract,  or by legal  construction  of a
contract under the doctrine of promissory estoppels.

Statement  No. 143 requires an  enterprise  to record the fair value of an asset
retirement  obligation  as a liability  in the period in which it incurs a legal
obligation  associated with the retirement of a tangible long-lived asset. Since
the  requirement is to recognize the obligation  when incurred,  approaches that
have been used in the past to accrue the asset  retirement  obligation  over the
life of the asset are no longer acceptable.  Statement No. 143 also requires the
enterprise to record the contra to the initial  obligation as an increase to the
carrying  amount of the related  long-lived  asset (i.e.,  the associated  asset
retirement  costs) and to depreciate that cost over the remaining useful life of
the asset.  The  liability  is changed at the end of each  period to reflect the
passage of time (i.e.,  accretion  expense) and changes in the estimated  future
cash flows  underlying  the  initial  fair value  measurement.  Enterprises  are
required to adopt  Statement No. 143 for fiscal years  beginning  after June 15,
2002.  Early  adoption is  encouraged.  The Company does not expect  adoption of
Statement  No.  143 to have a  material  impact on the  financial  condition  or
operating results of the Company.

NOTE 7 - Accounting for the Impairment or Disposal of Long-Lived Assets

On October  3, 2001,  the  Financial  Accounting  Standards  Board  issued  FASB
Statement  No. 144,  Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets, which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. While Statement No. 144 supersedes FASB Statement
No. 121,  Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of, it retains many of the fundamental  provisions of that
Statement.

Statement No. 144 also supersedes the accounting and reporting provisions of APB
Opinion No. 30,  Reporting the Results of  Operations--Reporting  the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions,  for the disposal of a segment of a business.
However,  it  retains  the  requirement  in  Opinion  30  to  report  separately
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale, abandonment,  or in a distribution to
owners) or is classified as held for sale. By  broadening  the  presentation  of
discontinued  operations  to include more  disposal  transactions,  the FASB has
enhanced  management's  ability to  provide  information  that  helps  financial
statement  users to assess the effects of a disposal  transaction on the ongoing
operations of an entity.  The Company adopted the provisions of Statement 144 on
January 1,  2002.  The  adoption  of  Statement  No. 144 did not have a material
impact on the financial condition or operating results of the Company.

                                       9
<PAGE>

                                     Item 2.

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

FORWARD LOOKING STATEMENTS

In addition to the historical information this Quarterly Report contains certain
forward-looking   statements.   The  reader  of  this  Quarterly  Report  should
understand  that all such  forward-looking  statements  are  subject  to various
uncertainties  and risks that could affect their outcome.  The Company's  actual
results could differ  materially  from those  suggested by such  forward-looking
statements.  Factors that could cause or contribute to such differences include,
but are not limited  to,  variances  in the actual  versus  projected  growth in
assets,  return on assets,  loan losses,  expenses,  rates  charged on loans and
earned on securities investments,  rates paid on deposits,  competition effects,
the potential effects of the California energy crisis, fee and other noninterest
income  earned,  the  economic  uncertainty  created by the  September  11, 2001
terrorist  attacks  on the World  Trade  Center and the  United  States'  war on
terrorism, 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  $778,000 or $.37 per diluted  share for the three  months  ended
March 31, 2002,  compared  with $554,000 or $.27 per diluted share for the three
months ended March 31, 2001, an increase of 40%. Total assets were  $337,997,000
as of March 31,  2002;  equating  to a 23%  growth in assets  during  the twelve
months ended March 31, 2002.

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, 2002
and March 31, 2001:

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                        In 000's
                                                          2002                                        2001
                                                          ----                                        ----
                                          Average      Income/       Average         Average       Income/      Average
                                          Balance      Expense    Yield/Rate         Balance       Expense   Yield/Rate
                                  --------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>          <C>             <C>           <C>
 Loans  (1)  (2)                         $194,523       $3,801         7.82%        $156,872        $3,589        9.15%
 Investment securities:
   Taxable                                 67,334          863         5.13%          45,525           754        6.63%
   Non-taxable (3)                         14,324          181         5.05%          13,913           212        6.04%
                                         --------       ------                      --------        ------

TOTAL LOANS AND INVESTMENT
SECURITIES                                276,181        4,845         7.02%         216,310         4,554        8.42%

 Due from banks, time                         100            2         8.00%             100             1        4.00%
 Federal funds sold                        18,310           58         1.27%          20,502           244        4.76%
                                         --------       ------                      --------        ------

TOTAL EARNING ASSETS                      294,591       $4,905         6.66%         236,912        $4,799        8.10%
                                         --------       ------                      --------       -------

 Cash and due from banks                   16,015                                     14,533
 Allowance for loan losses                 (2,813)                                    (2,344)
 Premises and equipment, net               10,035                                      6,368
 Accrued interest receivable
   and other assets                         9,864                                      6,207
                                         --------                                   --------

TOTAL ASSETS                             $327,692                                   $261,676
                                         ========                                   ========

LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand               $118,446       $  232         0.78%        $ 78,845        $  552        2.80%
   Savings                                 23,235           55         0.95%          18,006            78        1.73%
   Time                                    74,035          548         2.96%          69,605           933        5.36%
                                         --------       ------                      --------        ------
                                          215,716          835         1.55%         166,456         1,563        3.76%

   Long-term debt                           1,615           15         3.72%           2,940            63        8.84%
   Short-term borrowings                        0            0         0.00%               0             2        0.00%

TOTAL INTEREST BEARING
 LIABILITIES                              217,331       $  850         1.56%         169,396        $1,628        3.84%
                                         --------       ------                      --------        ------

 Noninterest bearing DDA                   77,128                                     63,459
 Accrued interest payable
   and other liabilities                    2,678                                      1,650
 Shareholders' equity                      30,555                                     27,171
                                         --------                                   --------

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                    $327,692                                   $261,676
                                         ========                                   ========

NET INTEREST INCOME                                     $4,055                                      $3,171
                                                        ======                                      ======
NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                 5.51%                                       5.35%


(1)  Average loans include nonaccrual loans.

(2) Loan  interest  income  includes  loan fee  income of  $264,000  in 2002 and
$197,000 in 2001.

(3) Average yields shown are  taxable-equivalent.  On a non- taxable basis, 2002
interest income was $149,000 with an average yield of 4.16%; in 2001 non-taxable
income was $167,000 and the average yield was 4.77%.

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

</TABLE>
                                       11
<PAGE>

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,  2002 and  March  31,  2001  was  $4,055,000  and  $3,171,000,
respectively.  These results equate to a 28% increase in net interest income for
the first  quarter  of 2002  compared  to the first  quarter  of 2001.  Loan fee
income,  which is included in interest income, was $264,000 for the three months
ended March 31, 2002,  compared  with  $197,000 for the three months ended March
31, 2001. The average  balance of earnings assets  increased  $57,679,000 or 24%
during the twelve  months  ended  March 31,  2002.  Taxable-equivalent  interest
income  increased  $106,000 in the first quarter of 2002 compared with the first
quarter  of 2001.  Increase  in the  volume  of  earning  assets  accounted  for
$1,202,000 of this increase,  offset by a decrease of $1,096,000 attributable to
lower  rates.  The average  balance of  interest-bearing  liabilities  increased
$47,935,000  or 28% during the first three month of 2002  compared with the same
period in 2001. Interest paid on interest-bearing liabilities decreased $778,000
or 48% in 2002 compared  with  2001.The  decrease is attributed to a decrease in
rates of $1,107  offset by an increase  in the volume of  deposits of  $329,000.
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.

The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the first  three  months in 2002  over  2001  resulting  from
changes in assets and liabilities  volumes and rates. The change in interest due
to both rate and volume has been allocated in proportion to the  relationship of
absolute dollar amounts of change in each.

<TABLE>
<CAPTION>
                                                           In 000's
                                                       2002 Over 2001
                                                       --------------
                                                      Volume       Rate                              Total
                                                -----------------------------------------------------------
<S>                                                      <C>      <C>                                  <C>
Increase (Decrease) In
 Interest and Fee Income

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

   Investment Securities:
     Taxable                                             362       (253)                               109
     Non-Taxable (1)                                       5        (35)                               (30)
   Federal Funds Sold                                    (26)      (160)                              (186)
   Loans                                                 861       (649)                               212
                                                -----------------------------------------------------------
   Total Interest and Fee Income                       1,202     (1,096)                               106
                                                -----------------------------------------------------------


Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                                277       (597)                              (320)
     Savings                                              22        (45)                               (23)
     Time Deposits                                        59       (444)                              (385)
                                                -----------------------------------------------------------
   Total Deposits                                        358     (1,086)                              (728)

   Long-term Debt                                        (27)       (21)                               (48)
   Short-term Borrowings                                  (2)         0                                 (2)
                                                -----------------------------------------------------------
   Total Interest Expense                                329     (1,107)                              (778)
                                                -----------------------------------------------------------
   Net Interest Income                                  $873        $11                               $884
                                                ===========================================================

(1) The interest earned is taxable-equivalent.

</TABLE>
                                       12
<PAGE>

PROVISION AND ALLOWANCE FOR LOAN LOSSES

The  Company  maintains  an  allowance  for loan  losses  at a level  considered
adequate to provide for losses that can be reasonably anticipated. The allowance
is  increased by the  provision  for loan losses and reduced by net charge offs.
The  allowance for loan losses is based on  estimates,  and ultimate  losses may
vary from current  estimates.  These estimates are reviewed  periodically and as
adjustments  become  necessary  they are  reported in earnings in the periods in
which  they  become  known.  The  Company  conducts  credit  reviews of the loan
portfolio  and  considers  current  economic  conditions,  historical  loan loss
experience  and other  factors in  determining  the  adequacy  of the  allowance
balance.  This  evaluation  establishes a specific  allowance for all classified
loans over $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, 2002 the allowance for loan losses of
$2,861,000  represented  1.46% of loans  outstanding.  As of March 31, 2001, the
allowance represented 1.49% of loans outstanding.  During the three months ended
March 31,  2002,  $144,000  was charged to expense for the loan loss  provision,
compared  with  $111,000  for  the  same  period  in  2001.  There  were  no net
charge-offs  during the first quarter of 2002,  compared with net  recoveries of
$3,000 for the first quarter of 2001. The following table summarizes  changes in
the allowance for loan losses:

<TABLE>
<CAPTION>
                                                                                    In 000's
                                                                    March 31, 2002            March 31, 2001
<S>                                                                         <C>                       <C>
Balance, beginning of period                                                $2,717                    $2,268
Provision for loan losses                                                      144                       111
Loans charged off                                                               (1)                        0
Recoveries of loans previously charged off                                       1                         3
                                                                            ------                    ------
Balance, end of period                                                      $2,861                    $2,382
                                                                            ======                    ======

Allowance  for loan  losses  to  total  outstanding loans                     1.46%                     1.49%
</TABLE>

There were no loans on non-accrual  status as of March 31, 2002,  March 31, 2001
or December 31, 2001.

NON-INTEREST INCOME

Non-interest  income was  $633,000  for the three  months  ended  March 31, 2002
compared with $545,000 for the same period in 2001, a 16% increase. Non-interest
income  primarily  consists of service charges and other fees related to deposit
accounts.  The  increase  in  non-interest  income  resulted  primarily  from an
increase in the number of deposit  accounts,  transaction  volumes and  directly
related service charges.

GAINS ON SECURITIES

Net gain of $66,000 for the three months ended March 31, 2002  resulted from the
sale of several available-for-sale  securities. There were no gains or losses on
securities for the three months ended March 31, 2001.

NON-INTEREST EXPENSE

Non-interest  expense  for the three  months  ended March 31, 2002 and March 31,
2001 was $3,367,000 and $2,671,000,  respectively,  a 26% increase. The increase
compared with the prior reporting period is primarily due to the Company opening
two new branch offices  during the first quarter of 2002.  Salaries and employee
benefits  expense  for the  three  months  ended  March  31,  2002 and 2001 were
$1,904,000 and $1,408,000,  respectively,  a 35% increase.  The increase in 2002
resulted  from  increased  salary  rates and  related  benefits  paid to Company
officers and  employees,  and an increase of  approximately  nineteen  full-time
equivalent  employees  from 112 at March  31,  2001 to 131 at  March  31,  2002.
Occupancy  expense  for the  three  months  ended  March  31,  2002 and 2001 was
$234,000 and  $221,000,  respectively,  a 6%  increase.  The increase in 2002 is
attributed  to opening  two branch  offices  in January  2002,  offset by rental
income from leases at the Vacaville  property  which was purchased mid 2001. The
Company had six branch  offices at March 31, 2001  compared  with eight at March
31, 2002.  Equipment  expense for the three months ended March 31, 2002 and 2001
was $476,000 and $330,000,  respectively,  representing  an increase of 44%. The
increase was primarily due to an increase in depreciation expense resulting from
accelerated  depreciation  on the host banking  system which will be replaced in
2002, as well as furniture and  equipment  depreciation  expenses of the two new
branch  offices.  Other  expenses  for the three months ended March 31, 2002 and
March 31, 2001 were  $753,000 and  $712,000,  respectively,  a 6% increase.  The
increase  from last year is primarily  due to costs  associated  with  operating
eight branch offices in 2002 in comparison to six in 2001.

INCOME TAXES

The Company reported a provision for income tax for the three months ended March
31, 2002 and 2001 of $433,000 and $336,000, respectively. Both the 2002 and 2001
provisions  reflect tax accruals at  statutory  rates for both federal and state
income taxes,  adjusted primarily for the effect of the Company's investments in
tax-exempt municipal securities.

BALANCE SHEET

Total assets as of March 31, 2002 were  $337,997,000  compared with $275,254,000
as of March 31, 2001,  and  $326,806,000  at December 31, 2001 equating to a 23%
increase  during the twelve  months ended March 31, 2002,  and a 3% increase for
the three month ended March 31, 2002.  Total  deposits as of March 31, 2002 were
$303,629,000  compared with  $244,122,000 as of March 31, 2001, and $292,441,000
at December 31, 2001  representing a 24% increase  during the twelve months then
ended,  and a 4%  increase  for the three  months  ended March 31,  2002.  Loans
outstanding as of March 31, 2002 were $196,195,000 compared with $159,909,000 as
of March 31,  2001,  and  $186,265,000  at December  31, 2001  equating to a 23%
increase  during the twelve  months and a 5% increase for the three months ended
March 31, 2002.

                                       13
<PAGE>

BORROWINGS

The Company has a $3,000,000 unsecured loan with Union Bank of California,  with
a current balance of $1,615,000. The loan will mature in 2003 with principal and
interest payments due quarterly.  The loan is a variable rate loan tied to Union
Bank's reference rate, currently 4.75%. The proceeds of this loan were primarily
invested into the Company's subsidiary, Solano Bank.


LIQUIDITY AND CAPITAL ADEQUACY

The  Company's  liquidity  is  determined  by the level of assets (such as cash,
Federal  Funds,  and  investment  in  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,  2002  liquid
assets were 36% of total assets, compared with 37% as of March 31, 2001.

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, 2002,  the  Company's  risk-based  capital
ratio was 12.79%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 11.68% and 9.20%, 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.


<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, 2002:
Total Capital (to Risk
   Weighted Assets)
      Consolidated         $32,790       12.79%      $20,507       >8.00%        $25,634         >10.00%
                                                                   -                             -
      The Vintage Bank      24,887       11.13%       17,881       >8.00%         22,352         >10.00%
                                                                   -                             -
       Solano Bank           7,778       18.48%        3,367       >8.00%          4,209         >10.00%
                                                                   -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated          29,929       11.68%       10,254       >4.00%         15,380          >6.00%
                                                                   -                              -
      The Vintage Bank      22,219        9.94%        8,941       >4.00%         13,411          >6.00%
                                                                   -                              -
       Solano Bank           7,612       18.08%        1,683       >4.00%          2,525          >6.00%
                                                                   -                              -
Tier I Capital (to
   Average Assets)
      Consolidated          29,929        9.20%       13,006       >4.00%         16,258          >5.00%
                                                                   -
      The Vintage Bank      22,219        8.10%       10,979       >4.00%         13,723          >5.00%
                                                                   -                              -
       Solano Bank           7,612       15.02%        2,028       >4.00%          2,534          >5.00%
                                                                   -                              -
</TABLE>

                                  Item 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                       14
<PAGE>

the  timing  effect of assets  and  liabilities  by  modeling  a  month-by-month
simulation  to estimate the change in interest  income and expense over the next
12-month  period.  The results are then  expressed  as the change in pre-tax net
interest income over a 12-month period for +1%, and +2% shocks.

Utilizing the simulation  model to measure  interest rate risk at March 31, 2002
and  December  31, 2001 the Company is within the  established  exposure of a 4%
change in "return on equity" tolerance limit. There were no significant  changes
in interest rate risk from the annual report on form 10K for December 31, 2001.

                                       15
<PAGE>

                           PART II - OTHER INFORMATION

OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 22,  2002 a 5% stock  dividend  was granted to  shareholders  of record
March 4, 2002.

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 18.

         (b) On January 16, 2002 the Company filed a Current Report on Form 8-K,
reporting that the Company issued a press release  announcing that President and
CEO Terry L. Robinson will be stepping aside as President and CEO of The Vintage
Bank to devote full time to  management  of North Bay Bancorp,  and that Glen C.
Terry will become  President  and CEO of The Vintage  Bank. On February 5, 2002,
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  February  28, 2002 the Company
filed a Current Report on Form 8-K, reporting its year-end results. No financial
statements were filed with the Current Reports on Form 8-K.

                                       16
<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 17, 2002                          BY:/s/ Terry L. Robinson
                                               --------------------------------
                                               Terry L. Robinson
                                               President & CEO
                                               Principal Executive Officer


Date: May 17, 2002                          BY:/s/ Lee-Ann Cimino
                                               --------------------------------
                                               Lee-Ann Cimino
                                               Senior Vice President
                                               Principal Financial Officer


                                       17
<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.

                                       18