Exhibit 31.2

                                  CERTIFICATION

I, Lee-Ann Cimino, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of North Bay Bancorp;

2.     Based on my knowledge,  this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements  made,  in  light  of  the  circumstances   under  which  such
       statements  were made, not misleading  with respect to the period covered
       by this report;

3.     Based on my knowledge,  the  financial  statements,  and other  financial
       information  included  in this  report,  fairly  present in all  material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The registrant's  other  certifying  officer(s) and I are responsible for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

       (a)   Designed such  disclosure  controls and  procedure,  or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             registrant,  including its consolidated subsidiaries, is made known
             to us by others  within  those  entities,  particularly  during the
             period in which this report is being prepared;

       (b)   [Paragraph reserved pursuant to SEC Release 33-8238]

       (c)   Evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our  conclusions  about
             the effectiveness of the disclosure controls and procedures,  as of
             the  end of the  period  covered  by  this  report  based  on  such
             evaluation; and

       (d)   Disclosed  in this report any change in the  registrant's  internal
             control over financial  reporting that occurred during registrant's
             most recent  fiscal  quarter that has  materially  affected,  or is
             reasonably likely to materially affect,  the registrant's  internal
             control over financial reporting; and

5.     The registrant's other certifying officer(s) and I have disclosed,  based
       on  our  most  recent  evaluation  of  internal  control  over  financial
       reporting,  to the  registrant's  auditors  and the  audit  committee  of
       registrant's  board of directors (or persons  performing  the  equivalent
       functions):

       (a)   All significant  deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably  likely to adversely affect the registrant's  ability to
             record, process, summarize and report financial information; and

       (b)   Any fraud,  whether or not material,  that  involves  management or
             other  employees  who have a significant  role in the  registrant's
             internal controls over financial reporting.


Date: August 6, 2003           /s/ Lee-Ann Cimino
                               -------------------------------------------------
                               Lee-Ann Cimino
                               Senior Vice President and Chief Financial Officer
                               Principal Financial Officer

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