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, 2005

Commission File No.  0-31080

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

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

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


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

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

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

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

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

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

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

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate  the number of shares  outstanding  of the North Bay  Bancorp's  Common
Stock outstanding as of May 10, 2005: 3,883,790


<PAGE>

                                     Part 1.
                              FINANCIAL INFORMATION

FORWARD LOOKING STATEMENTS
--------------------------
In  addition to the  historical  information,  this  Quarterly  Report  contains
certain  forward-looking  information  within the  meaning of Section 27A of the
Securities Act of 1933, as amended and Section 321E of the  Securities  Exchange
Act of 1934, as amended,  and are subject to the "Safe Harbor"  created by those
Sections.  The reader of this Quarterly  Report should  understand that all such
forward-looking  statements are subject to various  uncertainties and risks that
could affect their outcome. The Company's actual results could differ materially
from those  suggested  by such  forward-looking  statements.  Factors that could
cause or contribute  to such  differences  include,  but are not limited to, (i)
variances in the actual  versus  projected  growth in assets,  return on assets,
loan  losses,  expenses,  rates  charged  on  loans  and  earned  on  securities
investments,  rates  paid on  deposits,  and fee and  other  noninterest  income
earned;  (ii)  competitive   pressures  among  depository  and  other  financial
institutions may increase significantly and have an effect on pricing, spending,
third-party  relationships and revenues;  (iii) enactment of adverse  government
regulations;  (iv)  adverse  conditions  and  volatility,  as a result of recent
economic uncertainty created by the United States' war on terrorism,  the war in
Iraq, in the stock market,  the public debt market and other capital markets and
the impact of such  conditions  of the  Company;  (v)  continued  changes in the
interest rate  environment may reduce interest  margins and adversely impact net
interest   income;   (vi)  the  ability  to  satisfy  the  requirements  of  the
Sarbanes-Oxley Act and other regulations governing internal controls;  and (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, 2005 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, 2005 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
                                                                                              (In 000's except share data)

                                                                                      March 31,         March 31,       December 31,
                                                                                        2005              2004             2004
                                                                                      ---------         ---------        ---------
<S>                                                                                   <C>               <C>              <C>
Assets
Cash and due from banks                                                               $  27,838         $  36,772        $  27,342
Federal funds sold                                                                       22,230            27,000           32,865
                                                                                      ---------         ---------        ---------
                     Total cash and cash equivalents                                     50,068            63,772           60,207

Time deposits with other financial institutions                                             100               100              100

Investment Securities:
   Available-for-sale                                                                    90,656            77,984           94,788
   Equity securities                                                                      4,595             1,358            4,595
                                                                                      ---------         ---------        ---------
                     Total investment securities                                         95,251            79,342           99,383

Loans, net of allowance for loan losses of $4,317 in March, 2005
   $3,703 in March, 2004 and $4,136 in December, 2004                                   397,846           317,386          373,629
Loans held-for-sale                                                                         481             3,398            4,604
Investment in subsidiary                                                                    310               310              310
Bank premises and equipment, net                                                         10,038            10,629           10,336
Accrued interest receivable and other assets                                             14,226            13,165           13,494
                                                                                      ---------         ---------        ---------

                            Total assets                                              $ 568,320         $ 488,102        $ 562,063
                                                                                      =========         =========        =========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                               $ 138,437         $ 111,632        $ 127,250
   Interest bearing                                                                     351,145           322,451          357,243
                                                                                      ---------         ---------        ---------
                           Total deposits                                               489,582           434,083          484,493


Subordinated debentures                                                                  10,310            10,310           10,310
Long Term Borrowings                                                                     19,000                 0           19,000
Accrued interest payable and other liabilities                                            4,213             3,170            4,126
                                                                                      ---------         ---------        ---------

                          Total liabilities                                             523,105           447,563          517,929

Shareholders' equity:

Preferred stock - no par value:
Authorized, 500,000 shares;
Issued and outstanding - none
Common stock - no par value:
Authorized, 15,000,000 shares;
Issued and outstanding - 3,883,278 shares in March, 2005,
   3,786,569 shares in March, 2004, and 3,641,289 in December, 2004                      39,352            33,023           33,473
Retained earnings                                                                         6,396             6,477           10,500
Accumulated other comprehensive (loss) income                                              (533)            1,039              161
                                                                                      ---------         ---------        ---------
                     Total shareholders' equity                                          45,215            40,539           44,134

             Total liabilities and shareholders' equity                               $ 568,320         $ 488,102        $ 562,063
                                                                                      =========         =========        =========

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

                                       3
<PAGE>

                                North Bay Bancorp
                         Consolidated Income Statements
                                    Unaudited
                          (In 000's except share data)

                                                            Three Months Ended
                                                          ----------------------
                                                          March 31,    March 31,
                                                           2005          2004
                                                          ------        ------
Interest Income
   Loans (including fees)                                 $6,600        $5,256
   Federal funds sold                                        130            41
   Investment securities - taxable                           835           607
   Investment securities - tax exempt                        111           160
                                                          ------        ------
Total interest income                                      7,676         6,064

Interest Expense
   Deposits                                                  751           557
   Long term debt                                            301           131
                                                          ------        ------
Total interest expense                                     1,052           688

Net interest income                                        6,624         5,376

Provision for loan losses                                    185           186
                                                          ------        ------

Net interest income after
   provision for loan losses                               6,439         5,190

Non interest income                                          956           986

Non interest expenses
   Salaries and employee benefits                          2,724         2,504
   Occupancy                                                 394           367
   Equipment                                                 547           492
   Other                                                   1,370         1,234
                                                          ------        ------
Total non interest expense                                 5,035         4,597
                                                          ------        ------

Income before provision for
   income taxes                                            2,360         1,579

Provision for income taxes                                   898           544
                                                          ------        ------

Net income                                                $1,462        $1,035
                                                          ======        ======

Basic earnings per common share:                          $ 0.38        $ 0.27
                                                          ======        ======
Diluted earnings per common share:                        $ 0.36        $ 0.26
                                                          ======        ======
Dividends Paid:                                           $ 0.15        $ 0.13
                                                          ======        ======

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, 2005

                                                  (Unaudited)

                                         (In 000's except share data)

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

Stock dividend                               184,353          4,996     (5,011)                       (15)
Cash dividend                                                             (555)                      (555)
Comprehensive income:
    Net income                                                            1,462                      1,462       $1,462
    Other comprehensive loss,
      net of tax:
       Change in net unrealized
        losses on
        available-for-sale
        securities, net of                                                               (694)        (694)        (694)
        tax of $493                                                                                               -----
Comprehensive income                                                                                              $ 768
                                                                                                                  =====
Stock options exercised, including a
tax  benefit of $142                          57,636            883                                    883
                                           ---------        -------                                -------
BALANCE, MARCH 31, 2005                    3,883,278        $39,352     $ 6,396         ($533)     $45,215
                                           =========        =======     =======        ======      =======

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

                                       5
<PAGE>
<TABLE>
                                                          North Bay Bancorp
                                                Consolidated Statement of Cash Flows
                                                              Unaudited
                                                             (In 000's)
<CAPTION>

                                                                                                      Three Months Ended March 31,
                                                                                                      ----------------------------
                                                                                                       2005                  2004
                                                                                                     --------              --------
<S>                                                                                                  <C>                   <C>
Cash Flows From Operating Activities:
Net income                                                                                           $  1,462              $  1,035
Adjustment to reconcile net income to net cash
  used by operating activities:
  Depreciation and amortization                                                                           405                   397
  Provision for loan losses                                                                               185                   186
  Amortization of deferred loan fees                                                                     (259)                 (171)
  Proceeds from sale of loans held-for-sale                                                            22,906                10,204
  Purchase of loans held-for-sale                                                                     (18,783)              (10,507)
  Premium amortization (discount accretion), net                                                           11                   112
   Changes in:
    Interest receivable and other assets                                                                 (239)               (1,189)
    Interest payable and other liabilities                                                                229                  (406)
                                                                                                     --------              --------
   Net cash used by operating activities                                                                5,917                  (339)
                                                                                                     --------              --------
Cash Flows From Investing Activities:
Investment securities available-for-sale:
  Proceeds from maturities and principal payments                                                       2,934                13,296
Equity securities:
  Purchases                                                                                                 0                    (7)
Net increase in loans                                                                                 (24,143)              (14,262)
Capital expenditures                                                                                     (107)                 (117)
                                                                                                     --------              --------
   Net cash (used) provided in investing activities                                                   (21,316)               (1,090)
                                                                                                     --------              --------
Cash Flows From Financing Activities:
Net increase in deposits                                                                                5,089                27,638
Stock options exercised                                                                                   741                    87
Dividends paid                                                                                           (570)                 (475)
                                                                                                     --------              --------
   Net cash provided by financing activities                                                            5,260                27,250
                                                                                                     --------              --------
Net increase (decrease)  in cash and cash equivalents                                                 (10,139)               25,821
Cash and cash equivalents at beginning of year                                                         60,207                37,951
                                                                                                     --------              --------
Cash and cash equivalents at end of period                                                           $ 50,068              $ 63,772
                                                                                                     ========              ========
Supplemental Disclosures of Non-Cash Investing and Finance Activities:
   Unrealized (loss) gain on securities                                                              $  1,187              $    737
   Tax benefit on non-qualified options exercised                                                    $    142              $     20
   Stock dividends                                                                                   $  4,996              $  3,706
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                                                      $    887              $    777
  Taxes paid                                                                                         $    345              $    880
<FN>
The accompanying notes are an integral part of these statements
</FN>
</TABLE>

                                        6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 2005


NOTE 1 - Basis of Presentation
------------------------------
The accompanying  consolidated financial statements,  which include the accounts
of North Bay  Bancorp  and its  subsidiary  together  the  "Company",  have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission and in Management's opinion, include all adjustments (consisting only
of normal recurring  adjustments)  necessary for a fair  presentation of results
for such interim  periods.  The subsidiary is The Vintage Bank, a community bank
established in 1985, and its operating division Solano Bank which opened in 2000
and  Vintage  Capital  Trust,  a  subsidiary  of The  Vintage  Bank,  which  was
established in February  2003. All  significant  intercompany  transactions  and
balances have been eliminated.

Certain  information and note disclosures  normally included in annual financial
statements prepared in accordance with 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, 2005 and 2004, are not necessarily  indicative of results for the full year.
It is suggested that these financial  statements be read in conjunction with the
financial  statements and the notes included in the Company's  Annual Report for
the year ended December 31, 2004.


NOTE 2 - Commitments
--------------------
The  Company  has  outstanding   standby  Letters  of  Credit  of  approximately
$7,108,000,  undisbursed  real estate and  construction  loans of  approximately
$23,162,000,  and  undisbursed  commercial  and  consumer  lines  of  credit  of
approximately  $92,394,000,  as of March 31, 2005.  The Company had  outstanding
standby Letters of Credit of approximately  $1,359,000,  undisbursed real estate
and construction loans of approximately $13,340,000,  and undisbursed commercial
and consumer lines of credit of approximately $75,262,000, as of March 31, 2004.


NOTE 3 - Earnings Per Common Share
----------------------------------
The  Company  declared a 5% stock  dividend  on January 26, 2004 and January 26,
2005 as well as a 3-for-2 stock split in November 22,  2004.  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:

<TABLE>
<CAPTION>
                                                         Weighted Average        Per-Share
                                        Net Income           Shares               Amount
                                        ----------           ------               ------
                                                 (In 000's except share data)

                                             For the three months ended March 31, 2005
                                             -----------------------------------------
<S>                                      <C>                <C>                     <C>
  Basic earnings per share               $1,462             3,848,751               $0.38
  Dilutive effect of stock options                            193,427
  Diluted earnings per share                                4,042,178               $0.36

                                             For the three months ended March 31, 2004
                                             -----------------------------------------
  Basic earnings per share               $1,035             3,782,129               $0.27
  Dilutive effect of stock options                            128,955
  Diluted earnings per share                                3,911,084               $0.26

</TABLE>

                                       7
<PAGE>

NOTE 4- Stock-Based Compensation
--------------------------------
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25 and related interpretations).  Under this method, compensation expense is
recognized for awards of options to purchase shares of common stock to employees
under  compensatory  plans  only if the fair  market  value of the  stock at the
option  grant date (or other  measurement  date,  if later) is greater  than the
amount the  employee  must pay to  acquire  the stock.  Statement  of  Financial
Accounting   Standards  No.  123  (SFAS  123),   "Accounting   for   Stock-Based
Compensation", permits companies to continue using the intrinsic-value method to
account  for stock  option  plans or adopt a fair value based  method.  The fair
value based method results in recognizing as expense over the vesting period the
fair  value of all  stock-based  awards on the date of grant.  The  Company  has
elected  to  continue  to use the  intrinsic  value  method  and  the pro  forma
disclosures  required by SFAS 123. Using the fair value method the Company's net
income and earnings per share  amounts  would have been reduced to the pro forma
amounts as indicated below:

                                               (In 000's except share data)
                                            For the three months ended March 31,
                                                     2005          2004
                                                    ------        ------
Net income as reported                              $1,462        $1,035
Total stock-based employee
   compensation
   expense determined under
   the fair value based method
   for all awards, net of related
   tax effects                                          74            83
                                                    ------        ------
Net income pro forma                                $1,388          $952
Earnings per share:
   As reported:
      Basic                                           $.38          $.27
      Diluted                                         $.36          $.26
   Pro forma:
      Basic                                           $.36          $.25
      Diluted                                         $.34          $.24


NOTE 5 - Impact of Recently Issued Accounting Standards
-------------------------------------------------------
In December  2004,  the FASB revised FAS 123 through the issuance of FAS No. 123
Share Based  Payment,  revised  ("FAS  123-R").  FAS 123-R is effective  for the
Company  commencing in the first quarter of 2006. FAS 123-R, among other things,
eliminates the  alternative to use the intrinsic  value method of accounting for
stock based compensation and requires entities to recognize the cost of employee
services  received in  exchange  for awards of equity  instruments  based on the
grant-date   fair  value  of  those  awards  (with  limited   exceptions).   The
fair-value-based  method in FAS 123-R is similar to the fair-value-based  method
in FAS 123 in most respects, subject to certain key differences.  The Company is
in the process of evaluating the impacts of adopting FAS-123-R.

In December 2003, the American Institute of Certified Public Accountants (AICPA)
issued  Statement  of Position No. 03-3,  Accounting  for Certain  Loans or Debt
Securities  Acquired in a Transfer (SOP 03-3),  which  addresses  accounting for
differences  between  the  contractual  cash  flows of  certain  loans  and debt
securities  and the cash  flows  expected  to be  collected  when  loans or debt
securities  are  acquired  in a  transfer  and those cash flow  differences  are
attributable,  as least in part, to credit quality. As such, SOP 03-3 applies to
loans and debt securities acquired individually,  in pools or part of a business
combination and does not apply to originated  loans. The application of SOP 03-3
limits the interest  income,  including  accretion of purchase price  discounts,
that may be recognized for certain loans and debt securities.  Additionally, SOP
03-3  does not allow  the  excess of  contractual  cash  flows  over cash  flows
expected to be  collected  to be  recognized  as an  adjustment  of yield,  loss
accrual or valuation allowance,  such as the allowance for possible loan losses.
SOP 03-3  requires  that  increases  in expected  cash flows  subsequent  to the
initial investment be recognized  prospectively  through adjustment of the yield
on the loan or debt security over its remaining life. Decreases in expected cash
flows should be recognized  as  impairment.  In the case of loans  acquired in a
business  combination  where the loans show signs of credit  deterioration,  SOP
03-3 represents a significant change from current purchase  accounting  practice
whereby  the  acquiree's  allowance  for loan losses is  typically  added to the
acquirer's  allowance for loan losses.  SOP 03-3 is effective for loans and debt
securities  acquired by the Company  beginning  January 1, 2005. The adoption of
this new  standard is not  expected to have a material  impact on the  Company's
consolidated financial statements.


                                       8
<PAGE>

NOTE 6 - Borrowings
-------------------
Total borrowings were $19 million at March 31, 2005. There were no borrowings at
March 31, 2004. The following table summarizes the borrowings:

                     Fixed Rate Borrowings at March 31, 2005
                                  ($ in 000's)

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


Item 2.

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

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

Moreover,  wherever  phrases  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.

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

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

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

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

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

Specific allowances defined as:
     o    Management assessment of all loans classified as substandard or worse,
          with an outstanding balance of $100,000
     o    A specific  allowance  is provided  for any amount by which the loan's
          collateral   fair  value  is   insufficient  to  cover  the  loan;  or
          discounting  estimated  further cash flows, or by observing the loan's
          market price if it is of a kind for which there is a secondary market

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

                                       9
<PAGE>

Judgmental allowance defined as:
     o    National and local economic trends and conditions
     o    Trends in volume of loans
     o    Changes in underwriting standards and/or lending personnel
     o    Concentrations of credit within the portfolio

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


Available for Sale Securities.
SFAS 115 requires that  Available for Sale  securities be carried at fair value.
We believe this is a "critical  accounting estimate" in that the fair value of a
security is based on quoted  market  prices or if quoted  market  prices are not
available,  fair  values  are  extrapolated  from the  quoted  prices of similar
instruments.  Adjustments to the Available for Sale securities fair value impact
the  consolidated  financial  statements by increasing or decreasing  assets and
shareholders' equity. A decline in the market value of Investments classified as
available-for-sale  are reported at fair value with unrealized  gains and losses
net of related  tax,  if any,  reported  as other  comprehensive  income and are
included in shareholders' equity.

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


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

OVERVIEW
--------
Net income was  $1,462,000  or $.36 per diluted share for the three months ended
March 31, 2005, compared with $1,035,000 or $.26 per diluted share for the three
months ended March 31, 2004, an increase of 41%. Total assets were  $568,320,000
as of March 31,  2005;  equating  to a 16%  growth in assets  during  the twelve
months ended March 31, 2005.


                                       10
<PAGE>
SUMMARY OF EARNINGS

NET INTEREST INCOME
-------------------
The following  table  provides a summary of the  components of interest  income,
interest  expense and net interest  margins for the three months ended March 31,
2005 and March 31, 2004:

<TABLE>
<CAPTION>

                                                                                      (In 000's)
                                                                    2005                                      2004
                                                -------------------------------------------   --------------------------------------
                                                 Average          Income/         Average     Average        Income/        Average
                                                 Balance          Expense       Yield/Rate    Balance        Expense      Yield/Rate
                                                ------------------------------------------------------------------------------------
<S>                                             <C>              <C>                <C>      <C>            <C>             <C>
 Loans (1)(2)                                   $ 387,994        $   6,600          6.80%    $ 313,742      $   5,256       6.70%
 Investment securities:
   Taxable                                         86,145              835          3.88%       68,275            607       3.56%
   Non-taxable (3)                                 11,883              145          4.88%       16,464            217       5.27%
                                                ---------        ---------                   ---------      ---------

TOTAL LOANS AND INVESTMENT
SECURITIES                                        486,022            7,580          6.24%      398,481          6,080       6.10%

 Due from banks, time                                 100                1          4.00%          100              1       4.00%
 Federal funds sold                                17,645              130          2.95%       16,492             41        .99%
                                                 ---------        ---------                   ---------      ---------

TOTAL EARNING ASSETS                              503,767            7,711          6.12%      415,073          6,122       5.90%
                                                 ---------        ---------                   ---------      ---------

 Cash and due from banks                           35,567                                       30,973
 Allowance for loan losses                         (4,205)                                      (3,596)
 Premises and equipment, net                       10,221                                       10,824
 Investment in subsidiary                             310                                          310
 Accrued interest receivable
   and other assets                                13,971                                       13,007
                                                ---------                                    ---------


TOTAL ASSETS                                    $ 559,631                                    $ 466,591
                                                =========                                    =========


LIABILITIES AND SHAREHOLDERS'
EQUITY
 Deposits:
   Interest bearing demand                      $ 223,683              387          0.69%    $ 200,863            247       0.49%
   Savings                                         42,451               24          0.23%       37,978             21       0.22%
   Time                                            76,384              340          1.78%       72,111            289       1.60%
                                                 ---------        ---------                   ---------      ---------
                                                  342,518              751           .88%      310,952            557        .72%

   Long-term debt                                  29,310              301          4.11%       10,310            131       5.08%

TOTAL INTEREST BEARING
 LIABILITIES                                      371,828            1,052          1.13%      321,262            688        .86%
                                                 ---------        ---------                   ---------      ---------

 Noninterest bearing DDA                          137,633                                      101,567
 Accrued interest payable
   and other liabilities                            4,647                                        5,164
 Shareholders' equity                              45,523                                       38,598
                                                ---------                                    ---------


TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                           $ 559,631                                    $ 466,591
                                                =========                                    =========


NET INTEREST INCOME                                               $   6,659                                  $  5,434
                                                                  =========                                  ========

NET INTEREST INCOME TO
 AVERAGE EARNING ASSETS
(Net Interest Margin (4))                                              5.29%                                     5.24%
<FN>
(1)  Average loans would include nonaccrual loans. The Company had no nonaccrual
     loans during 2005 or 2004.

(2)  Loan  interest  income  includes  loan fee  income of $375 and $356 for the
     three months ended March 31, 2005 and March 31, 2004, respectfully.

(3)  Average yields shown are on a  taxable-equivalent  basis.  On a non-taxable
     basis,  2005  interest  income on tax  exempt  securities  was $111 with an
     average yield of 3.74%; in 2004, on a non-taxable basis, interest income on
     tax exempt securities was $160 with an average yield of 3.89%.

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

                                       11
<PAGE>

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

Net  interest  income  before  the  provision  for  loan  losses,   shown  on  a
taxable-equivalent  basis,  was  $6,659,000  and $5,434,000 for the three months
ended March 31, 2005 and March 31, 2004, respectively. These results equate to a
23% increase in net interest  income for the first  quarter of 2005  compared to
the first quarter of 2004. Loan fee income, which is included in interest income
from loans,  was $375,000  for the three  months ended March 31, 2005,  compared
with $356,000 for the three months ended March 31, 2004.

Taxable-equivalent  interest  income  increased  $1,589,000  or 26% in the first
quarter of 2005  compared  with the same period of 2004.  Of the net increase of
$1,589,000,  $1,345,000 was attributable to an increase in the volume of earning
assets  and  $244,000  was  attributable  to  higher  rates.  Interest  paid  on
interest-bearing  liabilities  increased  $364,000 in the first  quarter of 2005
compared with the first quarter of 2004, a 53% increase. Increases in the volume
of deposits and other  borrowings  accounted  for $288,000 of this  increase and
$76,000 was attributable to higher rates.

The average balance of earning assets increased $88,694,000 or 21% when compared
with March 31,  2004 and the  average  balance of  interest-bearing  liabilities
increased  $50,566,000 or 16% compared with the same period in 2004.  Management
does not expect a material  change in the Company's  net interest  margin during
the next twelve months as the result of a modest increase or decrease in general
interest rates.

The following  table sets forth a summary of the changes in interest  earned and
interest  paid for the three months ended March 31, 2005 over the same period of
2004 resulting from changes in assets and liabilities volumes and rates. Changes
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)

                                                       2005 Over 2004
                                              Volume        Rate         Total
                                              -------      -------      -------
Increase (Decrease) In
 Interest and Fee Income

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

   Investment Securities:
     Taxable                                      159           69          228
     Non-Taxable (1)                              (61)         (11)         (72)
   Federal Funds Sold                               3           86           89
   Loans                                        1,244          100        1,344
                                              -------      -------      -------
   Total Interest and Fee Income                1,345          244        1,589
                                              -------      -------      -------


Increase (Decrease) In
 Interest Expense

   Deposits:
     Interest Bearing
     Transaction Accounts                          28          112          140
     Savings                                        2            1            3
     Time Deposits                                 17           34           51
                                              -------      -------      -------
   Total Deposits                                  47          147          194

   Long-term Debt                                 241          (71)         170
                                              -------      -------      -------
   Total Interest Expense                         288           76          364
                                              -------      -------      -------
   Net Interest Income                        $ 1,057      $   168      $ 1,225
                                              =======      =======      =======


(1) The interest earned is taxable-equivalent.


                                       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 $100,000 and establishes  percentage  allowance  requirements for all
other loans,  according to the  classification  as  determined  by the Company's
internal  grading system.  As of March 31, 2005 the allowance for loan losses of
$4,317,000  represented  1.07% of loans  outstanding.  As of March 31, 2004, the
allowance represented 1.15% of loans outstanding.  During the three months ended
March 31, 2005  $185,000  was  charged to expense  for the loan loss  provision,
compared with $186,000 for the same period in 2004.  There were net  charge-offs
of $4,000  during the first  three  months of 2005  compared  with $7,000 of net
charge-offs during the first three months of 2004.

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

<TABLE>
<CAPTION>
                                                                       (In 000's)
                                                              For the three months ended
                                                             ------------------------------
                                                             March 31, 2005  March 31, 2004
                                                             --------------  --------------
<S>                                                                  <C>             <C>
Balance, beginning of period                                         $4,136          $3,524
Provision for loan losses                                               185             186
Loans charged off                                                       (6)             (8)
Recoveries of loans previously charged off                                2               1
                                                                     ------          ------
Balance, end of period                                               $4,317          $3,703
                                                                     ======          ======

Allowance for loan losses to total outstanding loans                  1.07%           1.15%
</TABLE>

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

NON-INTEREST INCOME
-------------------
Non-interest  income was  $956,000  for the three  months  ended  March 31, 2005
compared with $986,000 for the same period in 2004, a 3% decrease.  Non-interest
income  primarily  consists of service charges and other fees related to deposit
accounts. The decrease in non-interest income resulted primarily from a decrease
in service charges related to the overdraft  privilege program and a decrease in
commissions from non-deposit investment program.

GAINS ON SECURITIES
-------------------
There were no gains or losses for the three months ending March 31, 2005 or 2004
resulting from the sale of available-for-sale securities.

NON-INTEREST EXPENSE
--------------------
Non-interest  expense  for the three  months  ended March 31, 2005 and March 31,
2004 was $5,035,000 and $4,597,000,  respectively,  a 10% increase. Salaries and
employee  benefits  expense for the three  months  ended March 31, 2005 and 2004
were $2,724,000 and  $2,504,000,  respectively,  a 9% increase.  The increase in
2005 resulted from increased salaries paid to Company officers and employees and
related benefits.  The Company's full-time equivalent (FTE) employees was 160 at
both March 31, 2005 and March 31, 2004.  Occupancy  expense for the three months
ended March 31, 2005 and 2004 were  $394,000 and  $367,000,  respectively,  a 7%
increase.  The increase in 2005 is  attributable  to opening a branch  office in
American  Canyon in August 2004.  Equipment  expenses for the three months ended
March 31, 2005 and 2004 was $547,000 and $492,000, respectively, representing an
increase of 11%,  Other  expenses  for the three months ended March 31, 2005 and
March 31, 2004 were  $1,370,000 and $1,234,000,  respectively,  an 11% increase.
Components  of  other  non-interest  expenses  that  increased  materially  were
insurance expenses, donations and general supplies.

INCOME TAXES
------------
The Company reported a provision for income tax for the three months ended March
31, 2005 and 2004 of $898,000,  or 38% of pre-tax income and $544,000, or 34% of
pretax  income  respectively.  Both the 2005 and  2004  provisions  reflect  tax
accruals at statutory rates for federal income taxes, adjusted primarily for the
effect of the Company's  investments in tax-exempt  municipal  securities,  bank
owned life insurance  policies and state taxes. The higher tax rate in the first
quarter of 2005 was primarly due to a lower level of tax-free municipal bonds in
the portfolio.

                                       13
<PAGE>

BALANCE SHEET
-------------
Total assets as of March 31, 2005 were  $568,320,000  compared with $488,102,000
as of March 31, 2004,  and  $562,063,000  at December 30, 2004 equating to a 16%
increase  during the twelve  months ended March 31, 2005,  and a 1% increase for
the three months ended March 31, 2005.  Total deposits as of March 31, 2005 were
$489,582,000  compared with  $434,083,000 as of March 31, 2004, and $484,493,000
at December 30, 2004  representing a 13% increase  during the twelve months then
ended,  and a 1% increase for the three months ended March 31, 2005. Gross loans
outstanding as of March 31, 2005 were $402,163,000 compared with $321,089,000 as
of March 31,  2004,  and  $377,765,000  at December  30, 2004  equating to a 25%
increase  during the twelve  months then ended and a 6%  increase  for the three
months ended March 31, 2005.

LOANS HELD FOR SALE
-------------------
The Company had $481,000,  $3,398,000 and $4,604,000 in purchased participations
in mortgage  loans as of March 31,  2005,  March 31, 2004 and December 31, 2004,
respectively.  Loans  originated or purchased and  considered  held for sale are
carried at the lower of cost or  estimated  market value in the  aggregate.  Net
unrealized  losses are  recognized  through a valuation  allowance by charges to
income.

SUBORDINATED DEBENTURES
-----------------------
During June 2002,  the Company  formed North Bay  Statutory  Trust I (Trust),  a
Connecticut  statutory  business  trust,  for the purpose of issuing  guaranteed
undivided beneficial interest in junior subordinated debentures (trust preferred
securities).  During June 2002,  the Trust  issued $10 million in floating  rate
Cumulative Trust Preferred Securities (Securities). The Securities bear interest
at a rate of Libor plus 3.45% and had an initial  interest rate of 5.34%;  as of
March 31, 2005 the interest rate was 6.54%;  the Securities  will mature on June
26, 2032, but earlier redemption is permitted under certain circumstances,  such
as changes in tax or regulatory capital rules.

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

The Securities, the subordinated debentures, and the common securities issued by
the Trust are  redeemable  in whole or in part on or after June 26, 2007,  or at
any time in whole,  but not in part, upon the occurrence of certain events.  The
Securities  are  included  in Tier 1 capital  for  regulatory  capital  adequacy
determination  purposes.  The Company fully and  unconditionally  guarantees the
obligations of the Trust with respect to the issuance of the Securities.

Subject to certain  exceptions  and  limitations,  the Company may, from time to
time, defer subordinated  debenture  interest payments,  which would result in a
deferral  of   distribution   payments  on  the  Securities  and,  with  certain
exceptions,  prevent the Company from declaring or paying cash  distributions on
the  Company's  common  stock  or  debt  securities  that  rank  junior  to  the
subordinated debentures.


BORROWINGS
----------
Total borrowings were $19 million at March 31, 2005. There were no borrowings at
March 31, 2004. The following table summarizes the borrowings:

<TABLE>
                     Fixed Rate Borrowings at March 31, 2005
                                  ($ in 000's)
<CAPTION>
                                            Amount       Maturity Date       Interest Rate
                                            ------       -------------       -------------
<S>                                         <C>              <C>                     <C>
Federal Home Loan Bank Advance              $5,000           4-17-2006               2.24%
Federal Home Loan Bank Advance               5,000           4-16-2007               2.83%
Federal Home Loan Bank Advance               9,000           4-14-2008               3.23%
                                             -----
Total                                      $19,000
Weighted average interest rate                                                       2.86%

</TABLE>


LIQUIDITY AND CAPITAL ADEQUACY
------------------------------
The  Company's  liquidity  is  determined  by the level of assets (such as cash,
Federal  Funds,  and  investment in unpledged  marketable  securities)  that are
readily  convertible  to cash  to  meet  customer  withdrawals  and  borrowings.
Management reviews the Company's liquidity position on a regular basis to ensure
that it is adequate to meet projected  loan funding and potential  withdrawal of
deposits.  The  Company  has  a  comprehensive  Asset/Liability  Management  and
Liquidity Policy, which it uses to determine adequate liquidity. As of March 31,
2005 liquid assets were 26% of total  assets,  compared with 29% as of March 31,
2004  and is in  excess  of the  limits  set in the  the  Company's  liquididity
poloicy.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICIA) established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital

                                       14
<PAGE>

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, 2005,  the  Company's  risk-based  capital
ratio was 12.36%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 11.45% and 9.96%, respectively.

As the following table indicates,  the Company and the Bank currently exceed the
regulatory  capital  minimum  requirements.   The  Company  and  the  Banks  are
considered "Well Capitalized" according to regulatory guidelines.

<TABLE>
<CAPTION>
                                                                                   To Be Well Capitalized
                                                            For Capital            Under Prompt Corrective
                                   Actual                Adequacy Purposes            Action Provisions
                                   ------                -----------------            -----------------

                                                            (In 000's)

                                                        Minimum regulatory          Minimum regulatory
                                                           requirement                 requirement
                                                        ------------------          ------------------
                              Amount      Ratio          Amount     Ratio            Amount       Ratio
                              ------      -----          ------     -----            ------       -----
<S>                           <C>         <C>             <C>        <C>             <C>           <C>
As of March 31, 2005:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $60,184     12.36%          $38,945    8.00%           $48,681       10.00%
      The Vintage Bank         54,926     11.29%           38,934    8.00%            48,668       10.00%

Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             55,748     11.45%           19,472    4.00%            29,209        6.00%
      The Vintage Bank         50,490     10.37%           19,467    4.00%            29,201        6.00%

Tier I Capital (to
   Average Assets)
      Consolidated             55,748      9.96%           22,385    4.00%            27,982        5.00%
      The Vintage Bank         50,490      9.10%           22,197    4.00%            27,746        5.00%

</TABLE>

                                     Item 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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

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

Utilizing the simulation  model to measure  interest rate risk at March 31, 2005
and  December  31, 2004 the Company is within the  established  exposure of a 4%
change in "return on equity" tolerance limit. There were no significant  changes
in interest rate risk from the annual report on form 10-K for December 31, 2004.


                                       15
<PAGE>

                                     Item 4.

                             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Based on their  evaluation as of March 31, 2005, the Company's  Chief  Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective to ensure that information  required to be
disclosed in the reports that the Company files or submits under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms


Changes in Internal Controls:

There have not been any significant changes in our internal disclosures controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.



                                       16
<PAGE>

                                     PART 2
                                OTHER INFORMATION



OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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

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

None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS

An index of exhibits begins on page 19.



                                       17
<PAGE>


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

                                            NORTH BAY BANCORP
                                            A California Corporation


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


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


                                       18
<PAGE>
                                  EXHIBIT INDEX

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.

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

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

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

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




                                       19