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 September 30, 2003

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) 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
                           --------------------------

                         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 November 10, 2003: 2,285,646


<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) 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 and nine months ended  September 30, 2003
and September 30, 2002 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 September 30, 2003 and the results of operations
and cash flows for the three and nine  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)

                                                                       September 30,   September 30,    December 31,
Assets                                                                          2003            2002            2002
                                                                            --------        --------        --------
<S>                                                                         <C>             <C>             <C>
Cash and due from banks                                                     $ 34,777        $ 20,091        $ 23,785
Federal funds sold                                                            21,750          25,154          28,525
Time deposits with other financial institutions                                  100             100             100
                                                                            --------        --------        --------
                     Total cash and cash equivalents                          56,627          45,345          52,410
Investment Securities:
   Held-to-maturity                                                            1,250           1,272           1,272
   Available-for-sale                                                         83,177         106,280         104,473
   Equity securities                                                           1,349           1,352           1,349
                                                                            --------        --------        --------
                     Total investment securities                              85,776         108,904         107,094

Loans, net of allowance for loan losses of $3,421 in September, 2003
   $3,143 in September, 2002 and $3,290 in December, 2002                    274,491         219,245         234,337
Loans held-for-sale                                                           10,786               0               0
Bank premises and equipment, net                                              11,137          10,691          10,800
Accrued interest receivable and other assets                                  12,499          11,743          11,817
                                                                            --------        --------        --------

                           Total assets                                     $451,316        $395,928        $416,458
                                                                            ========        ========        ========

Liabilities and Shareholders' Equity

Deposits:
   Non-interest bearing                                                     $104,594        $ 94,833        $104,142
   Interest bearing                                                          294,827         253,266         263,661
                                                                            --------        --------        --------
                           Total deposits                                    399,421         348,099         367,803


Floating rate subordinated debenture (trust preferred securities)             10,000          10,000          10,000
Accrued interest payable and other liabilities                                 3,836           3,377           3,312
                                                                            --------        --------        --------

                           Total liabilities                                 413,257         361,476         371,115

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 - 2,285,646 shares in September 2003,
   2,123,687 shares in September, 2002, and 2,130,288 in December, 2002       29,209          25,269          25,387
Retained earnings                                                              8,324           7,487           8,612
Accumulated other comprehensive income                                           526           1,696           1,344
                                                                            --------        --------        --------
                     Total shareholders' equity                               38,059          34,452          35,343

             Total liabilities and shareholders' equity                     $451,316        $395,928        $416,458
                                                                            ========        ========        ========
</TABLE>

The accompanying notes are an integral part of these statements

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                               Three Months Ended                 Nine Months Ended
                                         September 30,   September 30,     September 30,  September 30,
                                              2003           2002               2003           2002
                                            -------         -------           -------        -------
<S>                                         <C>             <C>               <C>            <C>
Interest Income
   Loans (including fees)                   $ 4,853         $ 4,290           $13,780        $12,187
   Federal funds sold                            38             135               157            291
   Investment securities - taxable              482             906             1,999          2,561
   Investment securities - tax exempt           181             164               473            502
                                            -------         -------           -------        -------
Total interest income                         5,554           5,495            16,409         15,541

Interest Expense
   Deposits                                     550             859             1,907          2,511
   Short term borrowings                          2               0                10              0
   Long term debt                               129             153               411            192
                                            -------         -------           -------        -------
Total interest expense                          681           1,012             2,328          2,703

Net interest income                           4,873           4,483            14,081         12,838

Provision for loan losses                        45             144               135            432
                                            -------         -------           -------        -------

Net interest income after
   provision for loan losses                  4,828           4,339            13,946         12,406

Non interest income                             848             731             2,285          2,009
Gains on securities transactions, net           207               0               637             66
                                            -------         -------           -------        -------
Total non interest income                     1,055             731             2,922          2,075

Non interest expenses
   Salaries and employee benefits             2,338           1,978             6,896          5,858
   Occupancy                                    356             228               931            680
   Equipment                                    485             450             1,230          1,392
   Other                                      1,088           1,041             3,536          2,589
                                            -------         -------           -------        -------
Total non interest expense                    4,267           3,697            12,593         10,519
                                            -------         -------           -------        -------

Income before provision for income taxes      1,616           1,373             4,275          3,962
Provision for income taxes                      452             446             1,204          1,380
                                            -------         -------           -------        -------

Net income                                  $ 1,164         $   927           $ 3,071        $ 2,582
                                            =======         =======           =======        =======

Basic earnings per common share:            $  0.51         $  0.42           $  1.36        $  1.18
                                            =======         =======           =======        =======
Diluted earnings per common share:          $  0.50         $  0.41           $  1.32        $  1.15
                                            =======         =======           =======        =======
Dividends Paid:                             $  0.00         $  0.00           $  0.20        $  0.20
                                            =======         =======           =======        =======
</TABLE>

The accompanying notes are an integral part of these statements

                                       4
<PAGE>

                                North Bay Bancorp
            Consolidated Statement of Change in Shareholders' Equity
                            For the Nine Months Ended
                               September 30, 2003
                                   (Unaudited)
                          (In 000's except share data)
<TABLE>
<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, 2002                    2,130,288    $    25,387    $     8,612    $     1,344    $    35,343

Stock dividend                                  106,295          2,918         (2,932)                          (14)
Cash dividend                                                                    (427)                         (427)
Comprehensive income:
    Net income                                                                  3,071                         3,071     $     3,071
    Other comprehensive loss,
      net oftax:
Change in net unrealized losses
  on available-for-sale
  securities, net of tax of $375                                                                (818)          (818)           (818)
                                                                                                                        -----------
Comprehensive income                                                                                                    $     2,253
                                                                                                                        ===========
Stock options exercised, net of tax
  of $260                                        49,063            904                                          904
                                              ---------    -----------                                  -----------
BALANCE, SEPTEMBER 30, 2003                   2,285,646    $    29,209    $     8,324    $       526    $    38,059
                                              =========    ===========    ===========    ===========    ===========
</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>
                                                              Nine Months Ended September 30,
                                                               2003                      2002
                                                             ---------                ---------
<S>                                                          <C>                      <C>
Cash Flows From Operating Activities:
Net income                                                   $   3,071                $   2,582
Adjustment to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization                                  1,171                    1,076
  Provision for loan losses                                        135                      432
  Amortization of deferred loan fees                              (498)                    (374)
  Proceeds from sale of loans held-for-sale                    269,120                        0
  Purchase of loans held-for-sale                             (279,906)                       0
  Premium amortization (discount accretion), net                   919                      672
  Gain on securities transactions                                 (637)                     (66)
  Loss on sale of capital assets                                     0                        1
    Changes in:
     Interest receivable and other assets                         (101)                  (2,157)
     Interest payable and other liabilities                        784                      838
                                                             ---------                ---------
    Net cash (used) provided by operating activities            (5,942)                   3,004
                                                             ---------                ---------
Cash Flows From Investing Activities:
Investment securities held-to-maturity:
  Proceeds from maturities and principal payments                   22                       42
Investment securities available-for-sale:
  Proceeds from maturities and principal payments               28,558                   33,577
  Proceeds from sale of securities                              34,626                    5,112
  Purchases                                                    (43,569)                 (60,056)
Equity securities:
  Proceeds from sale of securities                                  50                       10
  Purchases                                                        (50)                    (120)
Net increase in loans                                          (39,791)                 (35,755)
Sale of capital assets                                               0                        1
Capital expenditures                                            (1,508)                  (2,440)
                                                             ---------                ---------
    Net cash used in investing activities                      (21,662)                 (59,629)
                                                             ---------                ---------
Cash Flows From Financing Activities:
Net increase in deposits                                        31,618                   55,658
Repayment of long-term debt                                          0                   (1,846)
Stock options exercised                                            644                    1,153
Proceeds from issuance of Trust Preferred Securities                 0                   10,000
Dividends paid                                                    (441)                    (406)
                                                             ---------                ---------
    Net cash provided by financing activities                   31,821                   64,559
                                                             ---------                ---------
Net increase in cash and cash equivalents                        4,217                    7,934
Cash and cash equivalents at beginning of year                  52,410                   37,411
                                                             ---------                ---------
Cash and cash equivalents at end of period                   $  56,627                $  45,345
                                                             =========                =========
Supplemental Disclosures of Cash Flow Information:
  Interest paid                                              $   2,394                $   2,849
  Taxes paid                                                 $     845                $   1,740
</TABLE>


The accompanying notes are an integral part of these statements

                                        6
<PAGE>

                                NORTH BAY BANCORP
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)
                               September 30, 2003

NOTE 1 - Basis of Presentation

The accompanying  consolidated financial statements,  which include the accounts
of North Bay Bancorp and its  subsidiaries  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 subsidiaries  consist of two community banks, The
Vintage Bank,  established in 1985, and Solano Bank, which opened in 2000, North
Bay  Statutory  Trust 1 which was  established  in  September  2002 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  nine  months  ended
September 30, 2003 and 2002, 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, 2002.

NOTE 2 - Commitments

The Company has outstanding standby Letters of Credit of approximately $927,000,
undisbursed real estate and construction loans of approximately $21,310,000, and
undisbursed   commercial   and  consumer   lines  of  credit  of   approximately
$70,610,000,  as of September  30,  2003.  The Company had  outstanding  standby
Letters  of  Credit of  approximately  $474,000,  undisbursed  real  estate  and
construction loans of approximately $16,388,000,  and undisbursed commercial and
consumer lines of credit of approximately $59,628,000, as of September 30, 2002.

NOTE 3 - Earnings Per Common Share

The Company declared a 5% stock dividend on January 27, 2003. 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 (in thousands  except share data)  reconciles the numerator
and denominator of the Basic and Diluted earnings per share computations:

                                                   Weighted Average    Per-Share
                                   Net Income      Shares              Amount
                                   ----------      ------              ------
                                         (Dollars in 000's except share data)

                                   For the three months ended September 30, 2003
                                   ---------------------------------------------

Basic earnings per share             $1,164       2,284,859            $0.51
Dilutive effect of stock options                     41,211
Diluted earnings per share                        2,326,070            $0.50

                                   For the three months ended September 30, 2002
                                   ---------------------------------------------
Basic earnings per share               $927       2,222,547            $0.42
Dilutive effect of stock options                     49,051
Diluted earnings per share                        2,271,598            $0.41

                                    For the nine months ended September 30, 2003
                                   ---------------------------------------------
Basic earnings per share             $3,071       2,262,936            $1.36
Dilutive effect of stock options                     54,682
Diluted earnings per share                        2,317,618            $1.32

                                    For the nine months ended September 30, 2002
                                   ---------------------------------------------
Basic earnings per share             $2,582       2,190,818            $1.18
Dilutive effect of stock options                     57,401
Diluted earnings per share                        2,248,219            $1.15

                                       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
                                                  September 30,
                                               2003            2002
                                            ---------         -------
Net income as reported                      $   1,164         $   927
Total stock-based employee
  compensation expense
  determined under the fair
  value based method for all
  awards, net of related tax effects               75              59
                                            ---------         -------
Net income pro forma                        $   1,089         $   868
Earnings per share:
      As reported:
Basic                                       $     .51         $   .42
      Diluted                               $     .50         $   .41
      Pro forma:
Basic                                       $     .48         $   .39
Diluted                                     $     .47         $   .38



                                          (In 000's except share data)
                                            For the nine months ended
                                                  September 30,
                                               2003            2002
                                            ---------         -------
Net income as reported                      $   3,071         $ 2,582
Total stock-based employee
  compensation expense
  determined under the fair
  value based method for all
  awards, net of related tax effects              197             177
                                            ---------         -------
Net income pro forma                        $   2,874         $ 2,405
Earnings per share:
      As reported:
Basic                                       $    1.36         $  1.18
      Diluted                               $    1.32         $  1.15
      Pro forma:
Basic                                       $    1.27         $  1.10
Diluted                                     $    1.24         $  1.07


NOTE 5 - Impact of Recently Issued Accounting Standards

FASB  Interpretation No. 46,  Consolidation of Variable Interest Entities.  This
Interpretation  addresses  consolidation  by  business  enterprises  of variable
interest entities, which have one or both of the following  characteristics:  1)
the equity  investment at risk is not sufficient to permit the entity to finance
its activities  without additional  financial support from other parties,  or 2)
the equity investors lack one or more of the following essential characteristics
of a controlling  financial interest:  a) the direct or indirect ability to make
decisions about the entity's activities through voting or similar rights, b) the
obligation to absorb the expected  losses of the entity if they occur, or c) the
right to receive the expected  residual returns of the entity if they occur. The
Interpretation  requires  existing variable interest entities to be consolidated
if those entities do not effectively disburse risks among parties involved.  The
Company  does not expect  adoption  to have a material  impact on the  financial
position or operations of the Company.

                                       8
<PAGE>

                                     Item 2.

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

FORWARD LOOKING STATEMENTS

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

Moreover,  wherever  phrases  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

In preparing its consolidated  financial statements,  the Company is required to
make  judgments  and  estimates  that may  have a  significant  impact  upon its
financial  results.  Certain  accounting  policies  require  the Company to make
significant  estimates  and  assumptions,  which have a  material  impact on the
carrying value of certain assets and  liabilities,  and are considered  critical
accounting  policies.  The  estimates  and  assumptions  used  are  based on the
historical  experiences  and other factors,  which are believed to be reasonable
under the  circumstances.  Actual results could differ  significantly from these
estimates and  assumptions , which could have a material  impact on the carrying
value of assets  and  liabilities  at the  balance  sheet  dates and  results of
operations  for  the  reporting  periods.  The  Company's  determination  of the
adequacy  of its  allowance  for loan  losses  is  particularly  susceptible  to
management's judgment and estimates. For further information,  see Provision and
Allowance for Loan Losses on page 16.

                                       9
<PAGE>

OVERVIEW

Net income was  $1,164,000  or $.50 per diluted share for the three months ended
September  30, 2003,  compared  with  $927,000 or $.41 per diluted share for the
three  months  ended  September  30,  2002,  an increase of 26%.  Net income was
$3,071000  or $1.32 per diluted  share for the nine months ended  September  30,
2003,  compared  with  $2,582,000 or $1.15 per diluted share for the nine months
ended September 30, 2002, an increase of 19%. Total assets were  $451,316,000 as
of  September  30,  2003;  equating to a 14% growth in assets  during the twelve
months ended September 30, 2003.

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 September
30, 2003 and September 30, 2002:
<TABLE>
<CAPTION>
                                                                               (In 000's)
                                                          2003                                            2002
                                          -------------------------------------          -------------------------------------
                                          Average          Income/      Average          Average          Income/      Average
                                          Balance          Expense   Yield/Rate          Balance          Expense   Yield/Rate
                                          -------          -------   ----------          -------          -------   ----------
<S>                                     <C>              <C>              <C>          <C>              <C>              <C>
Loans(1)(2)                             $ 294,276        $   4,853        6.06%        $ 217,261        $   4,290        7.90%
Investment securities:
  Taxable                                  70,601              481        2.73%           80,747              905        4.48%
  Non-taxable(3)                           20,596              254        4.93%           13,852              196        5.66%
                                        ---------        ---------                     ---------        ---------

TOTAL LOANS AND INVESTMENT
SECURITIES                                385,473            5,588        5.80%          311,860            5,391        6.91%

  Due from banks, time                        100                1        4.00%              100                1        4.00%
  Federal funds sold                       11,987               38        1.27%           34,834              135        1.55%
                                        ---------        ---------                     ---------        ---------

TOTAL EARNING ASSETS                      397,560        $   5,627        5.66%          346,794        $   5,527        6.37%
                                        ---------        ---------                     ---------        ---------

  Cash and due from banks                  32,208                                         22,242
  Allowance for loan losses                (3,405)                                        (3,100)
  Premises and equipment, net              11,156                                         10,706
  Accrued interest receivable
    and other assets                       12,340                                         12,820
                                        ---------                                      ---------
TOTAL ASSETS                            $ 449,859                                      $ 389,462
                                        =========                                      =========

LIABILITIES AND SHAREHOLDERS'
EQUITY
  Deposits:
    Interest bearing demand             $ 187,448        $     217        0.46%        $ 143,524        $     303        0.84%
    Savings                                34,015               17        0.20%           26,520               64        0.97%
    Time                                   72,882              316        1.73%           77,683              492        2.53%
                                       ---------        ---------                     ---------        ---------
                                          294,345              550                       247,727              859

    Long-term debt                         10,000              129        5.16%           10,000              153        6.12%
    Short-term borrowings                       0                2        0.00%                0                0        0.00%
                                       ---------        ---------                     ---------        ---------
                                           10,000              131                        10,000              153
TOTAL INTEREST BEARING
  LIABILITIES                             304,345        $     681         .90%          257,727        $   1,012        1.57%
                                       ---------        ---------                     ---------        ---------

  Noninterest bearing DDA                 104,066                                         94,669
  Accrued interest payable
    and other liabilities                   3,755                                          3,345
  Shareholders' equity                     37,693                                         33,721
                                        ---------                                      ---------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                  $ 449,859                                      $ 389,462
                                        =========                                      =========
NET INTEREST INCOME                                      $   4,946                                      $   4,515
                                                         =========                                      =========
NET INTEREST INCOME TO
  AVERAGE EARNING ASSETS
 (Net Interest Margin(4))                                     4.98%                                          5.21%
</TABLE>
                                       10
<PAGE>

(1) Average loans would include  nonaccrual loans. The Company had no nonaccrual
loans during 2003 or 2002.

(2) Loan interest income includes loan fee income of $273 and $318 for the three
months ended September 30, 2003 and September 30, 2002, respectfully.

(3) Average  yields shown are on a  taxable-equivalent  basis.  On a non-taxable
basis, 2003 interest income was $181 with an average yield of 3.52%; in 2002, on
a non-taxable basis, interest income was $164 with an average yield of 4.74%.

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

The following  table  provides a summary of the  components of interest  income,
interest  expense and net interest  margins for the nine months ended  September
30, 2003 and September 30, 2002:

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                              (In 000's)
                                                         2003                                            2002
                                         -------------------------------------          -------------------------------------
                                         Average          Income/      Average          Average          Income/      Average
                                         Balance          Expense   Yield/Rate          Balance          Expense   Yield/Rate
                                         -------          -------   ----------          -------          -------   ----------
<S>                                    <C>              <C>              <C>          <C>              <C>              <C>
Loans(1)(2)                            $ 269,824        $  13,780        6.81%        $ 205,925        $  12,187        7.89%
Investment securities:
  Taxable                                 80,777            1,997        3.30%           72,805            2,556        4.68%
  Non-taxable(3)                          15,922              649        5.43%           14,109              602        5.69%
                                       ---------        ---------                     ---------        ---------

TOTAL LOANS AND INVESTMENT
SECURITIES                               366,523           16,426        5.98%          292,839           15,345        6.99%

  Due from banks, time                       100                2        2.67%              100                5        6.67%
  Federal funds sold                      18,542              157        1.13%           24,840              291        1.56%
                                       ---------        ---------                     ---------        ---------

TOTAL EARNING ASSETS                     385,165        $  16,585        5.74%          317,779        $  15,641        6.56%
                                       ---------        ---------                     ---------        ---------

  Cash and due from banks                 26,931                                         19,818
  Allowance for loan losses               (3,370)                                        (2,957)
  Premises and equipment, net             11,166                                         10,410
  Accrued interest receivable
    and other assets                      11,957                                         11,729
                                       ---------                                      ---------

TOTAL ASSETS                           $ 431,849                                      $ 356,779
                                       =========                                      =========

LIABILITIES AND SHAREHOLDERS'
EQUITY
  Deposits:
    Interest bearing demand            $ 170,537        $     688        0.54%        $ 129,244        $     803        0.83%
    Savings                               31,695               88        0.37%           24,776              177        0.95%
    Time                                  78,969            1,131        1.91%           76,360            1,531        2.67%
                                       ---------        ---------                     ---------        ---------
                                         281,201            1,907                       230,380            2,511

    Long-term debt                        10,000              411        5.48%            5,291              192        4.84%
    Short-term borrowings                  1,000               10        1.33%                0                0        0.00%
                                       ---------        ---------                     ---------        ---------
                                          11,000              421                         5,291              192
TOTAL INTEREST BEARING
  LIABILITIES                            292,201        $   2,328        1.06%          235,671        $   2,703        1.53%
                                       ---------        ---------                     ---------        ---------

  Noninterest bearing DDA                 99,073                                         86,291
  Accrued interest payable
    and other liabilities                  3,749                                          2,922
  Shareholders' equity                    36,826                                         31,895
                                       ---------                                      ---------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $ 431,849                                      $ 356,779
                                       =========                                      =========

NET INTEREST INCOME                                     $  14,257                                      $  12,938
                                                        =========                                      =========
NET INTEREST INCOME TO
  AVERAGE EARNING ASSETS
 (Net Interest Margin(4))                                    4.94%                                          5.43%
</TABLE>


(1) Average loans would include  nonaccrual loans. The Company had no nonaccrual
loans during 2003 or 2002.

(2) Loan interest  income includes loan fee income of $811 and $881 for the nine
months ended September 30, 2003 and September 30, 2002, respectfully.

(3) Average  yields shown are on a  taxable-equivalent  basis.  On a non-taxable
basis, 2003 interest income was $473 with an average yield of 3.96%; in 2002, on
a non-taxable basis, interest income was $502 with an average yield of 4.74%.

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

                                       12
<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 on a taxable-equivalent
basis for the three months ended  September  30, 2003 and September 30, 2002 was
$4,946,000 and $4,515,000,  respectively. These results equate to a 10% increase
in net  interest  income  for the third  quarter of 2003  compared  to the third
quarter of 2002.  Loan fee income,  which is  included  in interest  income from
loans, was $273,000 for the three months ended September 30, 2003, compared with
$318,000 for the three  months ended  September  30, 2002.  Net interest  income
before the provision for loan losses on a taxable-equivalent  basis for the nine
months ended  September  30, 2003 and  September  30, 2002 was  $14,257,000  and
$12,938,000,  respectively.  These  results  equate  to a 10%  increase  in  net
interest income for the first nine months of 2003 compared to the same period in
2002.  Loan fee income,  which is included  in interest  income from loans,  was
$811,000 for the nine months ended  September  30, 2003,  compared with $881,000
for the nine months ended September 30, 2002.

Taxable-equivalent interest income increased $100,000 or 2% in the third quarter
of 2003 compared with the same period of 2002.  The net increase of $100,000 was
attributed  to an  increase  in the  volume of  earning  assets  accounting  for
$1,414,000 of this increase,  offset by a decrease of $1,314,000 attributable to
lower rates. Interest paid on interest-bearing liabilities decreased $331,000 in
the third  quarter of 2003  compared  with the third  quarter of 2002.  Although
increases  in the  volume of  deposits  and other  borrowings  accounted  for an
increase of $78,000 it was offset by $409,000 attributed to lower rates.

Taxable-equivalent  interest income  increased  $944,000 or 6% in the first nine
months of 2003  compared  with the same  period  of 2002.  The net  increase  of
$944,000  was  attributed  to an  increase  in  the  volume  of  earning  assets
accounting for  $4,062,000 of this increase,  offset by a decrease of $3,118,000
attributable to lower rates. The average balance of interest-bearing liabilities
increased  $56,530,000  or 24% during the first nine month of 2003 compared with
the same period in 2002. Interest paid on interest-bearing liabilities decreased
$375,000  in 2003  compared  with  2002.  Although  increases  in the  volume of
deposits  and other  borrowings  accounted  for an  increase  of $529,000 it was
offset by $904,000 attributed to lower rates.

The average balance of earning assets increased $67,386,000 or 21% when compared
with September 30, 2002 and the average balance of interest-bearing  liabilities
increased  $56,530,000 or 24% compared with the same period in 2002.  Management
does not expect a material  change in the Company's  net interest  margin during
the next twelve months as the result of a modest increase or decrease in general
interest rates.

                                       13
<PAGE>

The following  table sets forth a summary of the changes in interest  earned and
interest paid for the three months ended September 30, 2003 over the same period
of 2002 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)
                                                       2003 Over 2002
                                           Volume              Rate                Total
                                         ------------------------------------------------
<S>                                        <C>              <C>                    <C>
Increase (Decrease) In
  Interest and Fee Income

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

    Investment Securities:
      Taxable                                (114)            (310)                (424)
      Non-Taxable (1)                          95              (37)                  58
    Federal Funds Sold                        (89)              (8)                 (97)
    Loans                                   1,522             (959)                 563
                                         ------------------------------------------------
    Total Interest and Fee Income           1,414           (1,314)                 100
                                         ------------------------------------------------


Increase (Decrease) In
  Interest Expense

    Deposits:
      Interest Bearing
      Transaction Accounts                     91             (177)                 (86)
      Savings                                  18              (65)                 (47)
      Time Deposits                          (31)             (145)                (176)
                                         ------------------------------------------------
    Total Deposits                             78             (387)                (309)

    Long-term Debt                              0                2                    2
    Short-term Borrowings                       0              (24)                 (24)
                                         ------------------------------------------------
    Total Interest Expense                     78             (409)                (331)
                                         ------------------------------------------------
    Net Interest Income                    $1,336            ($905)                $431
                                         ================================================
</TABLE>

(1) The interest earned is taxable-equivalent.

                                       14
<PAGE>

The following  table sets forth a summary of the changes in interest  earned and
interest paid for the first nine months in 2003 over 2002 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)
                                                        2003 Over 2002
                                            Volume              Rate               Total
                                         ------------------------------------------------
<S>                                          <C>              <C>                  <C>
Increase (Decrease) In
  Interest and Fee Income

    Time Deposits With Other
      Financial Institutions                    $0               ($3)                ($3)

    Investment Securities:
      Taxable                                  279              (838)               (559)
      Non-Taxable (1)                          (77)              (30)                 47
    Federal Funds Sold                         (74)              (60)               (134)
    Loans                                    3,780            (2,187)              1,593
                                         ------------------------------------------------
    Total Interest and Fee Income            4,062            (3,118)                944
                                         ------------------------------------------------


Increase (Decrease) In
  Interest Expense

    Deposits:
      Interest Bearing
      Transaction Accounts                     259              (374)               (115)
      Savings                                   49              (138)                (89)
      Time Deposits                             50              (450)               (400)
                                         ------------------------------------------------
    Total Deposits                             358              (962)               (604)

    Long-term Debt                             171                48                 219
    Short-term Borrowings                        0                10                  10
                                         ------------------------------------------------
    Total Interest Expense                     529              (904)               (375)
                                         ------------------------------------------------
    Net Interest Income                     $3,533           ($2,214)             $1,319
                                         ================================================
</TABLE>

(1) The interest earned is taxable-equivalent.

                                       15
<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 September 30, 2003 the allowance for loan losses
of $3,421,000 represented 1.23% of loans outstanding.  As of September 30, 2002,
the allowance  represented 1.41% of loans  outstanding.  During the three months
ended  September  30,  2003  $45,000  was  charged to expense  for the loan loss
provision,  compared with $144,000 for the same period in 2002.  During the nine
months ended  September  30, 2003,  $135,000 was charged to expense for the loan
loss  provision,  compared with $432,000 for the same period in 2002.There  were
net  charge-offs  of $4,000  during the first nine months of 2003  compared with
$6,000 net charge-offs during the first nine months of 2002.

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


                                                       (In 000's)
                                                For the nine months ended
                                         September 30, 2003  September 30, 2002
                                                    -------             -------
Balance, beginning of period                        $ 3,290             $ 2,717
Provision for loan losses                               135                 432
Loans charged off                                       (11)                (10)
Recoveries of loans previously charged off                7                   4
                                                    -------             -------
Balance, end of period                              $ 3,421             $ 3,143
                                                    =======             =======

Allowance for loan losses to total
  outstanding loans                                    1.23%               1.41%

There were no loans on  non-accrual  status as of September 30, 2003,  September
30, 2002 or December 31, 2002.  There were no loans 90 days or more past due and
still accruing interest or restructured  loans at September 30, 2003,  September
30, 2002 or December 31, 2002.

NON-INTEREST INCOME

Non-interest income, excluding gains on the sale of securities, was $848,000 for
the three months ended  September  30, 2003  compared with $731,000 for the same
period in 2002, a 16% increase. Non-interest income, excluding gains on the sale
of  securities  was  $2,285,000  for the nine months  ended  September  30, 2003
compared  with  $2,009,000  for  the  same  period  in  2002,  a  14%  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 gains of $207,000 and $637,000 for the three and nine months ended September
30, 2003,  respectively,  resulted  from the sale of several  available-for-sale
securities.  Net gains of $66,000 for the nine months ended  September  30, 2002
also resulted from the sale of several available-for-sale securities. There were
no gains or losses for the three months ended September 30, 2002.

NON-INTEREST EXPENSE

Non-interest expense for the three months ended September 30, 2003 and September
30,  2002  was  $4,267,000  and  $3,697,000,   respectively,   a  15%  increase.
Non-interest  expense for the nine months ended September 30, 2003 and September
30, 2002 was $12,593,000 and $10,519,000, respectively, a 20% increase. Salaries
and employee  benefits expense for the three months ended September 30, 2003 and
2002 were $2,338,000 and $1,978,000, respectively, an 18% increase. Salaries and
employee  benefits expense for the nine months ended September 30, 2003 and 2002
were $6,896,000 and $5,858,000,  respectively,  an 18% increase. The increase in
2003 resulted from  increased  salaries paid to Company  officers and employees,
and an increase of approximately  eighteen full-time  equivalent (FTE) employees
from 136 at September  30, 2002 to 154 at September  30, 2003.  The increases in
FTE were  related  to  increasing  sales  activity  and  staffing  new  offices.
Occupancy  expense for the three months ended  September  30, 2003 and 2002 were
$356,000 and $228,000,  respectively,  a 56% increase. Occupancy expense for the
nine months  ended  September  30,  2003 and 2002 were  $931,000  and  $680,000,
respectively, representing a 37% increase. The increase in 2003 is attributed to
opening  a branch  office  in March  2003 and  obtaining  rented  locations  for
Executive and  Administration  offices.  Equipment expenses for the three months
ended  September  30, 2003 and 2002 was  $485,000  and  $450,000,  respectively,
representing  an increase of 8%.  Equipment  expenses  for the nine months ended
September  30, 2003 and 2002 was  $1,230,000  and  $1,392,000,  respectively,  a
decrease of 12%.  During 2002 the Company had  additional  depreciation  expense
resulting from  accelerated  depreciation on the host banking system,  which was
replaced in July 2002.  Other expenses for the three months ended  September 30,
2003 and September 30, 2002 were $1,088,000 and $1,041,000,  respectively,  a 5%
increase.  Other  expenses  for the nine  months  ended  September  30, 2003 and
September 30, 2002 were $3,536,000 and $2,589,000, respectively, a 37% increase.
Components of other non-interest  expenses that increased  materially were legal
and  professional  fees. Legal fees were $120,000 and $521,000 for the three and
nine months ended September 30, 2003, respectively.  This compares with $116,000
and  $216,000  for the same  periods  in 2002.  The  increase  in legal  fees is
primarily due to litigation with our former host systems provider.  Now that the
suit has been settled,  legal fees are

                                       16
<PAGE>

expected to be  proportionately  less the remainder of 2003.  Professional  fees
were  $127,000 and $435,000  for the three and nine months ended  September  30,
2003, respectively. This compares with $42,000 and $118,000 for the same periods
in 2002.  The  increase  in  professional  fees  were  primarily  the  result of
outsourced information technology and consulting services.

INCOME TAXES

The  Company  reported a  provision  for income tax for the three  months  ended
September 30, 2003 and 2002 of $452,000 and $446,000,  respectively. The Company
reported a provision for income tax for the nine months ended September 30, 2003
and 2002 of  $1,204,000  and  $1,380,000,  respectively.  Both the 2003 and 2002
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
Vintage Bank  established a Real Estate  Investment  Trust (REIT)  subsidiary in
February  2003,  which  provided  approximately  $292,000  and  $114,000  in tax
benefits  during  the  nine  months  and  three  months  ended  September  2003,
respectively.

BALANCE SHEET

Total  assets  as  of  September  30,  2003  were  $451,316,000   compared  with
$395,928,000  as of September 30, 2002,  and  $416,458,000  at December 30, 2002
equating to a 14% increase  during the twelve  months ended  September 30, 2003,
and an 8% increase for the nine months ended September 30, 2003.  Total deposits
as of September  30, 2003 were  $399,421,000  compared with  $348,099,000  as of
September 30, 2002,  and  $367,803,000  at December 30, 2002  representing a 15%
increase  during the twelve  months then ended,  and a 9% increase  for the nine
months ended  September 30, 2003.  Gross loans  outstanding  as of September 30,
2003 were $277,912,000  compared with $222,388,000 as of September 30, 2002, and
$237,627,000  at December 30, 2002 equating to a 25% increase  during the twelve
months then ended and a 17%  increase for the nine months  ended  September  30,
2003.

LOANS HELD FOR SALE

The Company had $10.8 million in purchased  participations  in mortgage loans as
of September 30, 2003.  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.

TRUST PREFERRED SECURITIES

On September  26,  2002,  North Bay  Statutory  Trust I (Trust),  a  Connecticut
statutory  business  trust and  wholly-owned  subsidiary  of North Bay  Bancorp,
issued $10  million in  floating  rate  Cumulative  Trust  Preferred  Securities
(Securities). The Securities bear interest a rate of Libor plus 3.45% and had an
initial  interest  rate of 5.34%;  currently  the  interest  rate is 4.74%;  the
Securities  will  mature on  September  26,  2032,  but  earlier  redemption  is
permitted  under  certain  circumstances,  such as changes in tax or  regulatory
capital rules.  The principal asset of the trust is a $10,310,000  floating rate
subordinated debenture of 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  September 26, 2007, or
at any time in whole,  but not in part,  upon the occurrence of certain  events.
The Securities are included in Tier 1 capital for  regulatory  capital  adequacy
determination  purposes,  subject to certain limitations.  The Company fully and
unconditionally  guarantees  the  obligations  of the Trust with  respect to the
issuance of the Securities.

Subject to certain  exceptions  and  limitations,  the Company may, from time to
time, defer subordinated  debenture  interest payments,  which would result in a
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.

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 September
30,  2003  liquid  assets  were 31% of  total  assets,  compared  with 38% as of
September 30, 2002.

The Federal Deposit Insurance  Corporation  Improvement Act (FDICIA) established
ratios used to determine  whether a Company is "Well  Capitalized,"  "Adequately
Capitalized,"    "Undercapitalized,"    "Significantly   Undercapitalized,"   or
"Critically Undercapitalized." A Well Capitalized Company has risk-based capital
of at least  10%,  tier 1  risked-based  capital  of at least 6%, and a leverage
ratio of at least 5%. As of September 30, 2003, the Company's risk-based capital
ratio was 14.12%.  The  Company's  tier 1 risk-based  capital ratio and leverage
ratio were 13.17% and 10.64%, respectively.

                                       17
<PAGE>

As the following table  indicates,  the Company and the Banks currently  exceeds
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)
                               Amount        Ratio       Amount        Ratio         Amount           Ratio
                               ------        -----       ------        -----         ------           -----
<S>                           <C>           <C>         <C>           <C>           <C>             <C>
As of September 30, 2003:
Total Capital (to Risk
   Weighted Assets)
      Consolidated            $50,954       14.12%      $28,867       >8.00%        $36,084         >10.00%
                                                                      -                             -
      The Vintage Bank         32,729       11.28%       23,219       >8.00%         29,024         >10.00%
                                                                      -                             -
      Solano Bank               7,923       11.86%        5,345       >8.00%          6,682         >10.00%
                                                                      -                             -
Tier I Capital (to Risk
   Weighted Assets)
      Consolidated             47,533       13.17%       14,433       >4.00%         21,650          >6.00%
                                                                      -                              -
      The Vintage Bank         29,861       10.29%       11,609       >4.00%         17,414          >6.00%
                                                                      -                              -
      Solano Bank               7,370       11.03%        2,673       >4.00%          4,009          >6.00%
                                                                      -                              -
Tier I Capital (to
   Average Assets)
      Consolidated             47,533       10.64%       17,878       >4.00%         22,347          >5.00%
                                                                      -
      The Vintage Bank         29,861        8.39%       14,238       >4.00%         17,797          >5.00%
                                                                      -                              -
      Solano Bank               7,370        9.32%        3,163       >4.00%          3,953          >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 Audit Committee, which serves
as the 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 September 30,
2003 and December 31, 2002 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, 2002.

                                       18
<PAGE>

                                     Item 4.

                             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Based  on their  evaluation  as of  September  30,  2003,  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.  There have been no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
those controls subsequent to the date of their evaluation.

Changes in Internal Controls:

There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.  We are not aware of any significant  deficiencies or material
weaknesses; therefore no corrective actions were taken.

                                       19
<PAGE>

                                     PART 2
                                OTHER INFORMATION

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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


ITEM 2. CHANGES IN 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 AND REPORTS ON FORM 8-K

         (a) An index of exhibits begins on page 22.

         (b) On July 28,  2003 the Company  furnished  a Current  Report on Form
         8-K, reporting the issuance of a press release announcing the Company's
         earning for the quarter ended June 30, 2003.

                                       20
<PAGE>

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


                                            NORTH BAY BANCORP
                                            A California Corporation


Date: November 10, 2003                     BY: /s/ Terry L. Robinson
                                                --------------------------------
                                                Terry L. Robinson
                                                President & CEO
                                                Principal Executive Officer


Date: November 10, 2003                     BY: /s/ Lee-Ann Cimino
                                                --------------------------------
                                                Lee-Ann Cimino
                                                Senior Vice President
                                                Principal Financial Officer

                                       21
<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

                                       22