UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



(Mark One)
[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the period ended March 31, 2004.

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the Transition Period From
                                 to
          ----------------------    -----------------------

                         Commission file number 0-10652


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

              California                                     94-2751350
       ---------------------------                    ------------------------
       State or other jurisdiction                    (IRS Employer ID Number)
    of incorporation or organization)

300 Park Marina Circle, Redding, CA                             96002
----------------------------------------                     ------------
(Address of principal executive offices)                      (Zip code)

Registrant's telephone number, including area code     (530) 226-2900
                                                    --------------------


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods 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 Exchange Act). Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock -6,526,435 shares as of May 6, 2004.
<PAGE>

                                      INDEX

                      NORTH VALLEY BANCORP AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION
------------------------------

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets--March 31, 2004
         and December 31, 2003                                                3

         Condensed Consolidated Statements of Income--For the Three
         months Ended March 31, 2004 and 2003                                 4

         Condensed Consolidated Statements of Cash Flows--For the
         Three months Ended March 31, 2004 and 2003                           5

         Notes to Condensed Consolidated Financial Statements                 6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          20

Item 4.  Controls and Procedures                                             20


PART II.  OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings                                                   21

Item 2.  Use of Proceeds and Issuer Purchases of Equity Securities           21

Item 3.  Defaults Upon Senior Securities                                     22

Item 4.  Submission of Matters to a Vote of Security Holders                 22

Item 5.  Other Information                                                   22

Item 6.  Exhibits and Reports on Form 8-K                                    22


SIGNATURES                                                                   23
----------

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.Financial Statements
                      NORTH VALLEY BANCORP AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
                       (In thousands except share amounts)
<TABLE>
<CAPTION>
ASSETS                                                        March 31, 2004    December 31, 2003
                                                            -----------------   -----------------
<S>                                                         <C>                 <C>
Cash and due from banks                                     $          35,638   $          28,013
Federal funds sold                                                      1,130              31,510
                                                            -----------------   -----------------
    Total cash and cash equivalents                                    36,768              59,523

Interest-bearing deposits in other financial institutions                                     123
Investment securities:
  Available for sale, at fair value                                   238,865             191,045
  Held to maturity, at amortized cost                                   1,455               1,455

Loans and leases, net of allowance for loan and lease
losses of $6,419 and $6,493 at March 31, 2004 and
   December 31, 2003                                                  400,261             372,660
Premises and equipment, net of accumulated
   depreciation and amortization                                       12,447              12,699
Other real estate                                                         115
FHLB and FRB stock and other securities                                 3,681               2,991
Core deposit and other intangibles, net                                 2,146               2,272
Accrued interest receivable & other assets                             33,848              34,925
                                                            -----------------   -----------------

TOTAL ASSETS                                                $         729,586   $         677,693
                                                            =================   =================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits:
  Noninterest-bearing demand                                $         127,766   $         118,678
  Interest-bearing                                                    480,872             479,636
                                                            -----------------   -----------------
    Total deposits                                                    608,638             598,314
Other borrowed funds                                                   47,383               9,459
Accrued interest and other liabilities                                  7,477               7,371
Subordinated debentures                                                16,496              16,496
                                                            -----------------   -----------------
Total liabilities                                                     679,994             631,640
                                                            -----------------   -----------------

STOCKHOLDERS' EQUITY:
Preferred stock, no par value: authorized 5,000,000
  shares; none outstanding
Common stock, no par value: authorized 20,000,000
  shares, outstanding 6,513,823 and 6,488,073 at
  March 31, 2004 and December 31, 2003                                 23,825              23,406
Retained earnings                                                      24,216              22,795
Accumulated other comprehensive income (loss), net of
  tax                                                                   1,551                (148)
                                                            -----------------   -----------------
Total stockholders' equity                                             49,592              46,053
                                                            -----------------   -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $         729,586   $         677,693
                                                            =================   =================
</TABLE>

See notes to condensed consolidated financial statements (unaudited).

                                       3
<PAGE>

                      NORTH VALLEY BANCORP AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     (In thousands except per share amounts)

                                                           For the three months
                                                              ended March 31,
                                                         -----------------------
                                                            2004         2003
                                                         ----------   ----------

INTEREST INCOME:
Loans and leases including fees                          $    6,493   $    7,684
Securities:
    Taxable                                                   1,883        1,046
    Exempt from federal taxes                                   407          354
Federal funds sold                                               63          108
                                                         ----------   ----------
   Total interest income                                      8,846        9,192
                                                         ----------   ----------

INTEREST EXPENSE:
Deposits                                                      1,141        1,596
Subordinated debentures                                         354          256
Other borrowings                                                307          230
                                                         ----------   ----------
   Total interest expense                                     1,802        2,082
                                                         ----------   ----------

NET INTEREST INCOME                                           7,044        7,110

PROVISION FOR LOAN AND LEASE LOSSES
                                                         ----------   ----------

NET INTEREST INCOME AFTER PROVISION
  FOR LOAN AND LEASE LOSSES                                   7,044        7,110
                                                         ----------   ----------

NONINTEREST INCOME:
Service charges on deposit accounts                           1,372        1,290
Other fees and charges                                          535          455
Gain on sale of loans                                                        204
Gain on sales or calls of securities                              8          151
Other                                                           546          620
                                                         ----------   ----------
   Total noninterest income                                   2,461        2,720
                                                         ----------   ----------

NONINTEREST EXPENSES:
Salaries and employee benefits                                3,421        3,312
Occupancy                                                       430          402
Equipment                                                       572          749
Other                                                         2,167        2,233
                                                         ----------   ----------
   Total noninterest expenses                                 6,590        6,696
                                                         ----------   ----------

INCOME BEFORE PROVISION FOR INCOME
  TAXES                                                       2,915        3,134

PROVISION FOR INCOME TAXES                                      841        1,039
                                                         ----------   ----------

NET INCOME                                               $    2,074   $    2,095
                                                         ==========   ==========

EARNINGS PER SHARE:
Basic                                                    $     0.32   $     0.30
                                                         ==========   ==========
Diluted                                                  $     0.30   $     0.29
                                                         ==========   ==========

See notes to condensed consolidated financial statements (unaudited).

                                       4
<PAGE>

                      NORTH VALLEY BANCORP AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                   For the three months
                                                                      Ended March 31,
                                                                 ------------------------
                                                                    2004          2003
                                                                 ----------    ----------
<S>                                                              <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                                     $    2,074    $    2,095
    Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                       469           612
    Amortization of premium on securities                                 4            82
    Amortization of core deposit and other intangibles                  126           121
    Gain on sale or calls of securities                                  (8)         (151)
    Gain on sale of loans                                                            (204)
    Effect of changes in:
      Accrued interest receivable                                      (228)           (3)
      Other assets                                                      129           177
      Accrued interest and other liabilities                            106          (738)
                                                                 ----------    ----------
           Net cash provided by operating activities                  2,672         1,991
                                                                 ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of other real estate owned                                      27
    Net changes in FHLB, FRB and other securities                      (876)          (50)
    Purchases of available for sale securities                      (50,755)       (9,991)
    Proceeds from sales of available for sale securities                            4,344
    Proceeds from maturities/calls of available for sale
      securities                                                      6,000        12,968
    Net decrease in interest-bearing deposits at financial
      institutions                                                      123           121
    Net (increase) decrease in loans and leases                     (27,716)       19,920
    Purchases of premises and equipment, net                           (217)         (394)
                                                                 ----------    ----------
           Net cash (used in) provided by investing activities      (73,441)       26,945
                                                                 ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in deposits                                         10,324        11,528
    Net increase (decrease) in Federal funds purchased and
      other borrowed funds                                           37,924        (8,712)
    Cash dividends paid                                                (653)         (693)
    Repurchase of common stock                                                       (573)
    Cash received for stock options exercised                           289           192
    Compensation expense on stock options/grants                        130            50
                                                                 ----------    ----------
           Net cash provided by financing activities                 48,014         1,792
                                                                 ----------    ----------

(DECREASE) INCREASE IN CASH AND CASH                                (22,755)       30,728
  EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING                                 59,523        55,300
  OF YEAR                                                        ----------    ----------
CASH AND CASH EQUIVALENTS, END OF                                $   36,768    $   86,028
  PERIOD                                                         ==========    ==========

ADDITIONAL INFORMATION:
    Cash paid during the period for:
    Interest                                                     $    1,906    $    2,488
                                                                 ==========    ==========
    Income taxes                                                 $      825    $      350
                                                                 ==========    ==========
</TABLE>

See notes to condensed consolidated financial statements (unaudited).

                                       5
<PAGE>

                      NORTH VALLEY BANCORP AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE A - BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
of North Valley Bancorp and subsidiaries (the "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X of the Securities and Exchange Commission. In
the opinion of management, all adjustments (consisting solely of normal
recurring accruals) considered necessary for a fair presentation of the results
for the interim periods presented have been included. They do not, however,
include all the information and footnotes required by accounting principles
generally accepted in the United States of America for annual financial
statements. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003. Operating results for the
three months ended March 31, 2004 are not necessarily indicative of the results
that may be expected for any subsequent period or for the year ended December
31, 2004.

         The condensed consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries (North Valley Bank ("NVB"),
including Six Rivers Bank ("SRB"), a division of North Valley Bank, North Valley
Trading Company, which is inactive, and Bank Processing, Inc. ("BPI").
Significant intercompany items and transactions have been eliminated in
consolidation. North Valley Capital Trust I and North Valley Capital Trust II
are unconsolidated subsidiaries formed solely for the purpose of issuing trust
preferred securities.

         The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.


NOTE B - SECURITIES

At March 31, 2004 and December 31, 2003, the amortized cost of securities and
their approximate fair value were as follows:
<TABLE>
<CAPTION>
(In thousands)
--------------                                         Gross         Gross        Carrying
                                        Amortized    Unrealized    Unrealized      Amount
Available for sale securities:             Cost        Gains         Losses     (Fair Value)
------------------------------          ----------   ----------    ----------    ----------
<S>                                     <C>          <C>           <C>           <C>
March 31, 2004
--------------
  Securities of U.S. government
    agencies and corporations           $   12,554   $       35    $       (5)   $   12,584
  Obligations of states and political
    subdivisions                            26,397        1,354           (37)       27,714
  Mortgage backed securities               178,052        1,620          (390)      179,282
  Corporate securities                       6,020          262                       6,282
  Other securities                          13,313           20          (330)       13,003
                                        ---------------------------------------------------
                                        $  236,336   $    3,291    $     (762)   $  238,865
                                        ===================================================

December 31, 2003
-----------------
  Securities of U.S. government
    agencies and corporations           $   12,574   $       73    $      (14)   $   12,633
  Obligations of states and political
    subdivisions                            25,903        1,133           (94)       26,942
  Mortgage backed securities               133,760          424        (1,408)      132,776
  Corporate securities                       6,027          273           (26)        6,274
  Other securities                          13,127           27          (734)       12,420
                                        ---------------------------------------------------
                                        $  191,391   $    1,930    $   (2,276)   $  191,045
                                        ===================================================
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                  Carrying
                                                   Amount         Gross          Gross
                                                 (Amortized     Unrealized     Unrealized
    Held to maturity securities:                   Cost)          Gains          Losses       Fair Value
    ----------------------------                 ----------     ----------     ----------     ----------
<S>                                              <C>            <C>            <C>            <C>
    March 31, 2004
    --------------
      Obligation of states and political
        Subdivisions                             $    1,455     $      442     $              $    1,897
                                                 ==========     ==========     ==========     ==========


                                                  Carrying
                                                   Amount         Gross          Gross
                                                 (Amortized     Unrealized     Unrealized
    Held to maturity securities:                   Cost)          Gains          Losses       Fair Value
    ----------------------------                 ----------     ----------     ----------     ----------

    December 31, 2003
    -----------------
      Obligation of states and political
        Subdivisions                             $    1,455     $      376     $              $    1,831
                                                 ==========     ==========     ==========     ==========
</TABLE>

         Gross realized gains on sales or calls of available-for-sale securities
were $8,000 and $162,000 for the three months ended March 31, 2004 and 2003.
There were no gross realized losses on sales or call of available for sale
securities for the three months ended March 31, 2004. Gross realized losses on
sales or calls of available for sale securities were $11,000 for the three
months ended March 31, 2003.

         There were no sales or transfers of held to maturity securities for the
three months ended March 31, 2004 and 2003.

         At March 31, 2004 and December 31, 2003 securities having fair value
amounts of approximately $151,912,000 and $65,031,000 were pledged to secure
public deposits, short-term borrowings, treasury, tax and loan balances and for
other purposes required by law or contract.

NOTE C - STOCK-BASED COMPENSATION

         At March 31, 2004, the Company has three stock-based compensation
plans, the North Valley Bancorp 1989 Director Stock Option Plan, the 1998
Employee Stock Incentive Plan and the 1999 Director Stock Option Plan. The
Company accounts for these plan under the recognition and measurement principles
of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based compensation cost is reflected in net income
under the Employee Plan, as all options granted under this plan had an exercise
price equal to the market value of the underlying common stock on the date of
grant. Compensation expense is recognized in the financial statements for the
Director Plans for the differences between the fair value of the options at the
date of the grant and the exercise price at 85% of the fair value.

                                       7
<PAGE>

             The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,
to stock-based compensation. Pro forma adjustments to the Company's net earnings
and earnings per share are disclosed during the years in which the options
become vested.

<TABLE>
<CAPTION>
                                                              Three months ended March 31,
                                                              ----------------------------
    (In thousands)                                                2004            2003
                                                              ------------    ------------
<S>                                                           <C>             <C>
    Net income, as reported                                   $      2,074    $      2,095
    Add: total stock-based compensation expense included
       in net income, net of tax                                        22              30
    Deduct: total stock-based compensation expense
       determined under the fair value based method for all
       awards, net of related tax effects                              (70)            (92)
                                                              ------------    ------------
    Net income, pro forma                                     $      2,026    $      2,033
                                                              ============    ============

    Basic earnings per common share:
    As reported                                               $       0.32    $       0.30
    Pro forma                                                 $       0.31    $       0.29

    Diluted earnings per common and equivalent share:
    As reported                                               $       0.30    $       0.29
    Pro forma                                                 $       0.30    $       0.28
</TABLE>

--------------------------------------------------------------------------------

         The fair value of each option granted during the periods presented is
estimated on the date of grant using an option-pricing model with the following
assumptions:

                                                   Three months ended March 31,
                                                    --------------------------
                                                     2004                2003
                                                    ------              ------


    Dividend yield                                    2.74%               3.12%
    Expected volatility                              16.21%              19.87%
    Risk-Free interest rate                           5.00%               5.00%
    Expected option life                            7 years             7 years
    Fair market of options granted                    $3.11               $4.11
-------------------------------------------------------------------------------

                                       8
<PAGE>

NOTE D - COMPREHENSIVE INCOME

         Comprehensive income includes net income and other comprehensive income
or loss. The Company's only sources of other comprehensive income are unrealized
gains and losses on available-for-sale investment securities and adjustments to
the minimum pension liability. Reclassification adjustments resulting from gains
or losses on investment securities that were realized and included in net income
of the current period that also had been included in other comprehensive income
as unrealized holding gains or losses in the period in which they arose are
excluded from comprehensive income of the current period. The Company's total
comprehensive income was as follows:

                                                          Three months ended
                                                               March 31,
                                                       ------------------------
(In thousands)                                            2004          2003
                                                       ----------    ----------

Net income                                             $    2,074    $    2,095
Other comprehensive income (loss):
  Holding gain (loss) arising during period                 1,694          (622)
  Reclassification adjustment, net of tax                       5           109
                                                       ----------    ----------
                                                            1,699          (513)
                                                       ----------    ----------

Total comprehensive income                             $    3,773    $    1,582
                                                       ==========    ==========


NOTE E - EARNINGS PER SHARE

         Basic earnings per share are computed by dividing net income by the
weighted average common shares outstanding for the period. Diluted earnings per
share reflect the potential dilution that could occur if options or other
contracts to issue common stock were exercised and converted into common stock.

         There was no difference in the numerator, net income, used in the
calculation of basic earnings per share and diluted earnings per share. The
denominator used in the calculation of basic earnings per share and diluted
earnings per share for the three month period ended March 31, 2004 and 2003 is
reconciled as follows:

                                                  Three months ended March 31,
                                                  ---------------------------
(In thousands except earnings per share)              2004           2003
                                                  ------------   ------------

Calculation of Basic Earnings Per Share

Numerator - net income                            $      2,074   $      2,095
Denominator - weighted average common
     shares outstanding                                  6,504          6,937
                                                  ------------   ------------

Basic Earnings Per Share                          $       0.32   $       0.30
                                                  ============   ============

Calculation of Diluted Earnings Per Share

Numerator - net income                            $      2,074   $      2,095
Denominator - weighted average common
    Shares outstanding                                   6,504          6,937
    Dilutive effect of outstanding options                 393            303
                                                  ------------   ------------
                                                         6,897          7,240
                                                  ------------   ------------

Diluted Earnings Per Share                        $       0.30   $       0.29
                                                  ============   ============

NOTE F - PENSION PLAN BENEFITS

         The Company has a supplemental retirement plan for key executives and a
supplemental retirement plan for certain retired key executives and directors.
These plans are nonqualified defined benefit plans and are unsecured and
unfunded. Components of net periodic benefit cost for the Company's supplemental
nonqualified defined benefit plans for the three months ended March 31, 2004 and
2003 are presented in the following table.

                                       9
<PAGE>

                                                           Pension Benefits
                                                       ------------------------
      (In thousands)                                      2004          2003
                                                       ----------    ----------
      Components of Net Periodic Cost:
         Service Cost                                  $       71    $       49
         Interest Cost                                         43            41
         Amortization of Unrecognized Net Transition
           (Asset) Obligation                                   6             6
         Amortization of prior service cost                     8             8
         Recognized actuarial gain                                           (2)
                                                       ----------    ----------
      Total Components of Net Periodic Cost            $      128    $      102
                                                       ==========    ==========

NOTE G - SUBSIDIARY MERGER

         On January 1, 2004, the Company consummated the merger of its two
subsidiary banks. Six Rivers Bank was merged with and into North Valley Bank
with North Valley Bank as the surviving institution. The transaction was
accounted for as a combination of entities under common control similar to a
pooling of interests. Accordingly, all amounts related solely to North Valley
Bank have been restated to reflect the combination as if it had occurred at the
beginning of the periods presented. Former branches of Six Rivers Bank continues
to operate as Six Rivers Bank, a division of North Valley Bank. (For purposes
herein, "NVB" shall refer to North Valley Bank including the former branches of
SRB and "SRB" will refer to the former branches and operations of SRB.) As a
result of the reorganization, management no longer makes operating decisions and
assesses performance based on the separate results and activities of North
Valley Bank and its division, Six Rivers Bank. Therefore, information previously
disclosed on the operating performance of the Company's operating segments is no
longer meaningful.

NOTE H - SUBSEQUENT EVENTS

         On May 5, 2004, the Company and Woodland, California-based Yolo
Community Bank, announced jointly the signing of an Agreement and Plan of
Reorganization and Merger on April 23, 2004 whereby North Valley Bancorp will
acquire Yolo Community Bank. Under the terms of the merger agreement, Yolo
Community Bank shareholders will receive $9.5 million in cash and 741,700 shares
of NOVB common stock in exchange for their Yolo shares. Based upon NOVB's
closing price of $17.09 as of April 23, 2004, the transaction is currently
valued at approximately $23.4 million for the $105 million-asset Yolo Community
Bank. The definitive agreement was unanimously approved by the Board of
Directors of both companies. Consummation of the transaction is subject to
regulatory approvals and the approval by the shareholders of Yolo Community
Bank. The transaction is expected to close in the third quarter of 2004.

         On May 5, 2004, the Company, through its newly formed subsidiary, North
Valley Capital Trust III is issuing 5,000 Trust Preferred Securities with a
liquidation value of $1,000 for gross proceeds of $5,000,000. The entire
proceeds of the issuance will be invested by North Valley Capital Trust III in
$5,000,000 aggregate principal amount of 3.97% subordinated debentures due in
2034 issued by the Company. The Subordinated Debentures III mature in 2034, bear
an initial interest rate of 3.97%, payable quarterly, and are redeemable by the
Company at par beginning on or after May 5, 2009, plus any accrued and unpaid
interest to the redemption date.

Under applicable regulatory guidelines, substantially all of the Trust Preferred
Securities are expected to qualify as Tier I capital.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
--------------------------------------------------------------------------------

         Certain statements in this Form 10-Q (excluding statements of fact or
historical financial information) involve forward-looking information within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and are subject to the
"safe harbor" created by those sections. These forward-looking statements
involve certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, the following factors:
competitive pressure in Banking industry increases significantly; changes in the
interest rate environment reduce margins; general economic conditions, either
nationally or regionally, are less favorable than expected, resulting in, among
other things, a deterioration in credit quality and an increase in the provision
for possible loan losses; changes in the regulatory environment; changes in
business conditions, particularly in the Northern California region; volatility
of rate sensitive deposits; operational risks including data processing system
failures or fraud; asset/liability matching risks and liquidity risks; the
California power crises; the U.S. "war on terrorism" and military action by the
U.S. in the Middle East, and changes in the securities markets.

                                       10
<PAGE>

Critical Accounting Policies
----------------------------

General

         North Valley Bancorp's financial statements are prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP). The financial information contained within our financial statements is,
to a significant extent, financial information that is based on measures of the
financial effects of transactions and events that have already occurred. A
variety of factors could affect the ultimate value that is obtained either when
earning income, recognizing an expense, recovering an asset or relieving a
liability. We use historical loss factors as one factor in determining the
inherent loss that may be present in our loan and lease portfolio. Actual losses
could differ significantly from the historical factors that we use. Other
estimates that we use are related to the expected useful lives of our
depreciable assets. In addition, GAAP itself may change from one previously
acceptable method to another method. Although the economics of our transactions
would be the same, the timing of events that would impact our transactions could
change.

Allowance for Loan and Lease Losses

         The allowance for loan and lease losses is an estimate of the losses
that may be sustained in our loan and lease portfolio. The allowance is based on
two basic principles of accounting: (1) Statement of Financial Accountings
Standards (SFAS) No. 5 "Accounting for Contingencies", which requires that
losses be accrued when they are probable of occurring and estimable; and (2)
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", which requires
that losses be accrued on impaired loans (as defined) based on the differences
between the value of collateral, present value of future cash flows or values
that are observable in the secondary market and the loan balance.

         The allowance for loan and lease losses is established through a
provision for loan and lease losses based on management's evaluation of the
risks inherent in the loan and lease portfolio. In determining levels of risk,
management considers a variety of factors, including, but not limited to, asset
classifications, economic trends, industry experience and trends, geographic
concentrations, estimated collateral values, historical loan and lease loss
experience, and the Company's underwriting policies. The allowance for loan and
lease losses is maintained at an amount management considers adequate to cover
losses in loans and leases receivable, which are considered probable and
estimable. While management uses the best information available to make these
estimates, future adjustments to allowances may be necessary due to economic,
operating, regulatory, and other conditions that may be beyond the Company's
control. In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for loan and
lease losses. Such agencies may require the Company to recognize additions to
the allowance based on judgments different from those of management.

Stock Based Compensation

         The Company has three stock-based compensation plans: the North Valley
Bancorp 1989 Director Stock Option Plan, the 1998 Employee Stock Incentive Plan
and the 1999 Director Stock Option Plan, which are described more fully in Notes
1 and 14 to the Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003. The Company
accounts for these plans under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation cost is reflected in net
income under the Employee Plan, as all options granted under this plan had an
exercise price equal to the market value of the underlying common stock on the
date of grant. Compensation expense is recognized in the financial statements
for the Director Plans over the vesting period for the difference between the
fair value of the shares at the date of the grant and the exercise price, which
is equal to 85% of the fair value at the date of the grant.

Overview
--------

         North Valley Bancorp (the "Company") is a bank holding company for
North Valley Bank ("NVB"), a state-chartered bank. NVB operates out of its main
office located at 300 Park Marina Circle, Redding, CA 96001, with twenty-one
branches, which includes the former branches of SRB and two supermarket branches
in Northern California. The Company's principal business consists of attracting
deposits from the general public and using the funds to originate commercial,
real estate and installment loans to customers, who are predominately small and
middle market businesses and middle income individuals. The Company's primary
source of revenues is interest income from its loan and investment securities
portfolios. The Company is not dependent on any single customer for more than
ten percent of its revenues.

                                       11
<PAGE>

Earnings Summary
----------------

                                                   Three months ended March 31,
                                                   ----------------------------
(In thousands except per share amounts)                2004            2003
                                                   ------------    ------------

Net interest income                                $      7,044    $      7,110
Provision for loan and lease losses
Noninterest income                                        2,461           2,720
Noninterest expense                                       6,590           6,696
Provision for income taxes                                  841           1,039
                                                   ------------    ------------
Net income                                         $      2,074    $      2,095
                                                   ============    ============

Earnings Per Share
    Basic                                          $       0.32    $       0.30
    Diluted                                        $       0.30    $       0.29

Annualized Return on Average Assets                        1.17%           1.28%
Annualized Return on Average Equity                       17.75%          16.85%

         The Company's consolidated net income for the three months ended March
31, 2004 was $2,074,000, or $0.30 per diluted share, compared to $2,095,000, or
$0.29 diluted earnings per share for the same period in 2003. Although net
income decreased slightly, diluted earnings per share increased by $.01 due to
stock repurchases in 2003. Return on average assets was 1.17% and return on
average equity was 17.75% for the three months ended March 31, 2004 compared to
the 1.28% and 16.85% achieved, respectively, for the same period in 2003.

         For the three months ended March 31, 2004 and 2003, the Company took no
provision for loan and lease losses. The fact that no provision has been taken
in either period is due to the results of the Company's analysis for measuring
the adequacy of the allowance for loan and lease losses. Factors include size
and mix of loan portfolio, non-performing loan levels, charge-off/recovery
activity and other qualitative factors including economic activity. Management
believes that the current level of allowance for loan and lease losses as of
March 31, 2004 of $6,419,000 or 1.58% of total loans and leases is adequate at
this time. The allowance for loan and lease losses was 6,493,000 or 1.71% of
total loans and leases at December 31, 2003. For further information regarding
our allowance for loan and lease losses, see "Allowance for Loan and Lease
Losses" on page 19.

Net Interest Income
-------------------

          Net interest income is the principal source of the Company's operating
earnings and represents the difference between interest earned on loans and
leases and other investments and interest paid on deposits and other borrowings.
The amount of interest income and expense is affected by changes in the volume
and mix of earning assets and interest-bearing deposits, along with changes in
interest rates.

          The following table is a summary of the Company's net interest income,
presented on a fully taxable equivalent (FTE) basis for tax-exempt investments
included in earning assets, for the periods indicated:

                                                    Three months ended March 31,
                                                    ---------------------------
(In thousands)                                          2004           2003
                                                    ------------   ------------
Interest income                                     $      8,846   $      9,192
Less: Interest expense                                     1,802          2,082
FTE adjustment                                               165            183
                                                    ------------   ------------
Net interest income (FTE)                           $      7,209   $      7,293
                                                    ============   ============

         Net interest income has been adjusted to a fully taxable equivalent
basis (FTE) for tax-exempt investments included in earning assets. The decrease
in net interest income (FTE) for the three -month period ended March 31, 2004
resulted primarily from lower average total loan volumes coupled with lower
overall yields on earning assets partially offset by a decrease in interest
expense. Management has been proactive in attempting to manage the Company's net
interest margin, that is, trying to maximize current net interest income without
placing an undue risk on future earnings. This has thus far resulted in a
decrease in the net interest margin in the short term but for the long-term, has
positioned the Company well for any further changes in interest rates.
Management made the strategic decision late in 2002 to sell all fixed rate
mortgages originated by the Company due to the overall low level of interest
rates and the additional interest rate risk the Company would take on by

                                       12
<PAGE>

maintaining these loans within the loan portfolio. While this strategy has
decreased the current net interest margin of the Company, it has also positioned
the Company to take advantage of future changes in interest rates. In light of
slightly higher mortgage loan rates and decreased production, at the end of
2003, the Company reverted back to holding all loans originated in the loan
portfolio.

         While average interest earning assets for the three months ended March
31, 2004 increased by $67,686,000 or 11.7% from the same period last year,
yields on average earning assets decreased 95 basis points from 6.54% to 5.59%.
Most of the yield decrease is due to the change in the mix of earning assets
from loans to lower-yielding investments and fed funds. Average interest bearing
liabilities increased by $42,206,000 or 8.6% for the three months ended March
31, 2004 compared to the same period in 2003 while the average rate paid on
those liabilities decreased 36 basis points from 1.72% to 1.36%. The Company's
net interest margin (FTE) decreased from 5.09% for the three month period ended
March 31, 2003 to 4.47% for the same period ended March 31, 2004.

          The following table is a summary of the Company's net interest margin
(FTE) for the periods indicated:

                                                          Three months ended
                                                               March 31,
                                                       ------------------------
                                                        2004               2003
                                                       -----              -----
Yield on earning assets                                5.59%              6.54%
Rate paid on interest-bearing liabilities              1.36%              1.72%
                                                       -----              -----
  Net interest spread                                  4.23%              4.82%
                                                       =====              =====
  Net interest margin                                  4.47%              5.09%
                                                       =====              =====

Noninterest Income
------------------

         The following table is a summary of the Company's noninterest income
for the periods indicated:

                                                    Three months ended March 31,
Noninterest Income                                  ---------------------------
  (In thousands)                                        2004           2003
                                                    ------------   ------------

  Service charges on deposit accounts               $      1,372   $      1,290
  Other fees and charges                                     535            455
  Gain on sale of loans                                                     204
  Gain on sale or calls of securities                          8            151
  Other                                                      546            620
                                                    ------------   ------------
Total noninterest income                            $      2,461   $      2,720
                                                    ============   ============

         Non-interest income decreased from $2,720,000 for the three months
ended March 31, 2003 to $2,461,000 for the same period in 2004. Service charges
on deposits increased $82,000 from the three months ended March 31, 2003 to the
same period in 2004. Other fees and charges also increased from $455,000 in the
first quarter of 2003 to $535,000 for the same period in 2004. These increases
were due to normal growth in deposit accounts. The Company recorded $204,000 in
gains on sales of mortgages and $151,000 in gains on sales of securities for the
three months ended March 31, 2003 compared to $8,000 in gains on calls of
securities for the same period in 2004. Please see the paragraph below for a
discussion of mortgage loan sales. Other income decreased from $620,000 for the
three months ended March 31, 2003 to $546,000 for the same period in 2004. The
decrease in other income was primarily due to a decrease on the rate of earnings
on the cash surrender value of life insurance holdings.

         During the fourth quarter of 2002, the Company began to sell new
production conforming first trust deed mortgage loans into the secondary market
and retaining the servicing on these loans. This was part of a strategy to
maintain a shorter duration within the loan portfolio due to the historically
low interest rate environment and maintain a diverse product mix within the loan
portfolio. While this strategy has reduced the overall yield on earning assets
in the near-term, the benefit is that when rates do start to move back up, the
Company will be in a better position to respond to rate changes and maintain a
consistent net interest margin. As of December 31, 2003, the Company reverted
back to holding all loans originated within the loan portfolio.

Noninterest Expense
-------------------

         The following table is a summary of the Company's noninterest expense
for the periods indicated:

                                       13
<PAGE>

                                                    Three months Ended March 31,
                                                    ---------------------------
(In thousands)                                          2004           2003
                                                    ------------   ------------

Salaries & employee benefits                        $      3,421   $      3,312
Equipment expense                                            572            749
Occupancy expense                                            430            402
Marketing                                                    211            198
Data processing expenses                                     138             37
ATM expense                                                  203            249
Printing & supplies                                          125            163
Postage                                                      126            130
Messenger expense                                             85             69
Professional services                                        206            242
Other                                                      1,073          1,145
                                                    ------------   ------------
     Total Noninterest expense                      $      6,590   $      6,696
                                                    ============   ============

         Noninterest expense totaled $6,590,000 for the three months ended March
31, 2004, compared to $6,696,000 for the same period in 2003. This represents a
reduction of $106,000 or 1.6% and also represents the third consecutive quarter
in which noninterest expense has decreased. Salaries and benefits increased by
$109,000 or 3.3% to $3,421,000 for the three months ended March 31, 2004
compared to $3,312,000 for the same period in 2003. The increase in salary
expense was due to merit increases partially offset by selective staff
reductions. Equipment expense decreased from $749,000 in 2003 to $572,000 in
2004 primarily due to additional expenses associated with the Company's new core
operating system immediately after the system conversion in late 2002. Most
other expense categories for the three months ended March 31, 2004 experienced
relatively small decreases or increases from the same respective periods in 2003
with the exception of other expense. The Company's ratio of noninterest expense
to average assets was 3.71% for the quarter ended March 31, 2004 compared to
4.10% for the same period in 2003.

Income Taxes
------------

         The provision for income taxes for the three months ended March 31,
2004 was $841,000 as compared to $1,039,000 for the same period in 2003. The
effective income tax rate for state and federal income taxes was 28.9% for the
three months ended March 31, 2004 compared to 33.2% for the same period in 2003.
The decrease in the effective rate for 2004 is due to a slightly lower revenue
base as well as an increase in investments that are exempt from federal taxes.
The difference in the effective tax rate compared to the statutory tax rate
(approximately 42.05%) is primarily the result of the Company's investment in
municipal securities, FNMA Preferred Stock, and life insurance policies whose
income is exempt from Federal taxes. In addition, the Company receives special
tax benefits from the State of California Franchise Tax Board for operating and
providing loans in designated `Enterprise Zones'.

Impaired, Nonaccrual, Past Due and Restructured Loans and Leases and Other
Nonperforming Assets
--------------------------------------------------------------------------

         The Company considers a loan or lease impaired if, based on current
information and events, it is probable that the Company will be unable to
collect the scheduled payments of principal or interest when due according to
the contractual terms of the loan agreement. The measurement of impaired loans
and leases is generally based on the present value of expected future cash flows
discounted at the historical effective interest rate, except that all
collateral-dependent loans and leases are measured for impairment based on the
fair value of the collateral.

         At March 31, 2004, the recorded investment in loans and leases for
which impairment had been recognized was approximately $1,514,000. Of the 2004
balance, approximately $419,000 has a related valuation allowance of $ 210,000.
For the year ended December 31, 2003, the average recorded investment in loans
and leases for which impairment had been recognized was approximately
$1,515,000. During the portion of the year that the loans and leases were
impaired, the Company recognized interest income of approximately $5,000 for
cash payments received in 2004.

         At December 31, 2003, the recorded investment in loans and leases for
which impairment had been recognized was approximately $1,636,000. Of the 2003
balance, approximately $535,000 has a related valuation allowance of $267,000.
For the year ended December 31, 2003, the average recorded investment in loans
and leases for which impairment had been recognized was approximately
$1,515,000. During the portion of the year that the loans and leases were
impaired, the Company recognized interest income of approximately $51,000 for
cash payments received in 2003.

         Loans on which the accrual of interest has been discontinued are
designated as nonaccrual loans. Accrual of interest on loans is discontinued
either when reasonable doubt exists as to the full and timely collection of
interest or principal, or when a loan becomes contractually past due by 90 days
or more with respect to interest or principal (except that when management
believes a loan is well secured and in the process of collection, interest
accruals are continued on loans deemed by management to be fully collectible).
When a loan is placed on nonaccrual status, all interest previously accrued but

                                       14
<PAGE>

not collected is reversed against current period interest income. Income on such
loans is then recognized only to the extent that cash is received and where the
future collection of principal is probable. Interest accruals are resumed on
such loans when, in the judgment of management, the loans are estimated to be
fully collectible as to both principal and interest. The increase in
nonperforming loans was primarily due to the addition of four nonperforming
single-family residential loans, which are all in the process of collection.

         Non-performing assets at March 31, 2004, and December 31, 2003, are
summarized as follows:
<TABLE>
<CAPTION>
                                                                  March 31,     December 31,
                                                                    2004            2003
                                                                ------------    ------------
<S>                                                             <C>             <C>
Nonaccrual loans and leases                                     $      1,469    $      1,615
Loans and leases 90 days past due and still accruing interest          1,795           1,395
                                                                ------------    ------------

Total nonperforming loans and leases                                   3,264           3,010
Other real estate                                                        115
                                                                ------------    ------------

Total nonperforming assets                                      $      3,379    $      3,010
                                                                ============    ============

Nonaccrual loans and leases to total gross loans and                    0.36%           0.43%
leases
Nonperforming loans and leases to total gross loans and                 0.80%           0.79%
leases
Total nonperforming assets to total assets                              0.46%           0.44%
</TABLE>

                                       15
<PAGE>

Allowance for Loan and Lease Losses
-----------------------------------

         A summary of the allowance for loan and lease losses at March 31, 2004
and March 31, 2003 is as follows:
<TABLE>
<CAPTION>
                                                         March 31,       March 31,
(In thousands)                                             2004            2003
                                                       ------------    ------------
<S>                                                    <C>             <C>
Balance beginning of period                            $      6,493    $      6,723
Provision for loan and lease losses
Net charge-offs (recoveries)                                     74            (155)
                                                       ------------    ------------

Balance end of period                                  $      6,419    $      6,878
                                                       ============    ============

Allowance for loan and lease losses to nonperforming         196.66%         219.32%
loans and leases
Allowance for loan and lease losses to total gross             1.58%           1.62%
loans and leases
Ratio of net charge-offs to average loans and leases           0.08%          (0.16)%
outstanding (annualized)
</TABLE>

         The allowance for loan and lease losses is established through a
provision for loan and lease losses based on management's evaluation of the
risks inherent in the loan and lease portfolio. In determining levels of risk,
management considers a variety of factors, including, but not limited to, asset
classifications, economic trends, industry experience and trends, geographic
concentrations, estimated collateral values, historical loan and lease loss
experience, and the Company's underwriting policies. The allowance for loan and
lease losses is maintained at an amount management considers adequate to cover
losses in loans and leases receivable, which are considered probable and
estimable. While management uses the best information available to make these
estimates, future adjustments to allowances may be necessary due to economic,
operating, regulatory, and other conditions that may be beyond the Company's
control. In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for loan and
lease losses. Such agencies may require the Company to recognize additions to
the allowance based on judgments different from those of management.

         The allowance for loan and lease losses is comprised of two primary
types of allowances:

         1.       Formula Allowance

                  Formula allowances are based upon loan and lease loss factors
                  that reflect management's estimate of the inherent loss in
                  various segments of pools within the loan and lease portfolio.
                  The loss factor is multiplied by the portfolio segment (e.g.
                  multifamily permanent mortgages) balance to derive the formula
                  allowance amount. The loss factors are updated periodically by
                  the Company to reflect current information that has an effect
                  on the amount of loss inherent in each segment.

                  The formula allowance is adjusted for qualitative factors that
                  are based upon management's evaluation of conditions that are
                  not directly measured in the determination of the formula and
                  specific allowances. The evaluation of inherent loss with
                  respect to these conditions is subject to a higher degree of
                  uncertainty because they are not identified with specific
                  problem credits or historical performance of loan and lease
                  portfolio segments. The conditions evaluated in connection
                  with the unallocated allowance at March 31, 2004 included the
                  following, which existed at the balance sheet date:

                     o     General business and economic conditions effecting
                           the Company's key lending areas

                     o     Real estate values in Northern California

                     o     Loan volumes and concentrations, including trends in
                           past due and nonperforming loans

                     o     Seasoning of the loan portfolio

                     o     Status of the current business cycle

                     o     Specific industry or market conditions within
                           portfolio segments

                     o     Model imprecision

                                       16
<PAGE>

         2.       Specific Allowance

                  Specific allowances are established in cases where management
                  has identified significant conditions or circumstances related
                  to an individually impaired credit. In other words, these
                  allowances are specific to the loss inherent in a particular
                  loan. The amount for a specific allowance is calculated in
                  accordance with SFAS No. 114, "Accounting By Creditors For
                  Impairment Of A Loan".

         The $6,419,000 in formula and specific allowances reflects management's
estimate of the inherent loss in various pools or segments in the portfolio, and
includes adjustments for general economic conditions, trends in the portfolio
and changes in the mix of the portfolio. In management's opinion, the level of
formula allowance is consistent from 2003 to 2004.

Management anticipates that as the Company continues to implement its strategic
plan the Company will:

o    generate further growth in loans receivable held for investment

o    emphasize the origination and purchase of income property real estate loans

o    continue expansion of commercial business lending

         As a result, future provisions will be required and the ratio of the
allowance for loan and lease losses to loans outstanding may increase.
Experience across the financial services industry indicates that commercial
business and income property loans may present greater risks than residential
real estate loans, and therefore should be accompanied by suitably higher levels
of reserves.

Liquidity
---------

         The objective of liquidity management is to ensure the continuous
availability of funds to meet the demands of depositors and borrowers.
Collection of principal and interest on loans and leases, the liquidations and
maturities of investment securities, deposits with other banks, customer
deposits and short term borrowing, when needed, are primary sources of funds
that contribute to liquidity. Unused lines of credit from correspondent banks to
provide federal funds for $23,000,000 as of March 31, 2004 were available to
provide liquidity. The Company has a revolving, unsecured line of credit for
$3,000,000 with a correspondent bank as of March 31, 2004. In addition, NVB is a
member of the Federal Home Loan Bank ("FHLB") System providing additional
borrowing capacity of $96,465,000 secured by certain loans and investment
securities as of March 31, 2004. The Company also has a line of credit with
Federal Reserve Bank of San Francisco ("FRB") of $3,928,000 secured by first
deeds of trust on eligible commercial real estate loans and leases. As of March
31, 2004, borrowings consisted of $7,500,000 in medium-term FHLB advances,
long-term borrowings of $37,681,000 were outstanding with the FHLB, $202,000 was
outstanding with the FRB under the Treasury, Tax, and Loan program, $2,000,000
in overnight Fed funds purchased and $16,496,000 was outstanding in the form of
subordinated debt issued by the Company.

         The Company manages both assets and liabilities by monitoring asset and
liability mixes, volumes, maturities, yields and rates in order to preserve
liquidity and earnings stability. Total liquid assets (cash and due from banks,
federal funds sold, and investment securities) totaled $277,088,000 and
$252,146,000 (or 38.0% and 37.2% of total assets) at March 31, 2004 and December
31, 2003, respectively. The increase in liquid assets is due to growth in
deposits and a decrease in total loans outstanding. As previously discussed,
this is due to the strategy of selling all new fixed-rate mortgages.

         Core deposits, defined as demand deposits, interest bearing demand
deposits, regular savings, money market deposit accounts and time deposits of
less than $100,000, continue to provide a relatively stable and low cost source
of funds. Core deposits totaled $559,663,000 and $546,866,000 at March 31, 2004
and December 31, 2003, respectively.

         In assessing liquidity, historical information such as seasonal loan
demand, local economic cycles and the economy in general are considered along
with current ratios, management goals and unique characteristics of the Company.
Management believes the Company is in compliance with its policies relating to
liquidity.

                                       17
<PAGE>

Interest Rate Sensitivity
-------------------------

         The Company constantly monitors earning asset and deposit levels,
developments and trends in interest rates, liquidity, capital adequacy and
marketplace opportunities. Management responds to all of these to protect and
possibly enhance net interest income while managing risks within acceptable
levels as set forth in the Company's policies. In addition, alternative business
plans and contemplated transactions are also analyzed for their impact. This
process, known as asset/liability management, is carried out by changing the
maturities and relative proportions of the various types of loans, investments,
deposits and other borrowings in the ways prescribed above.

         The tool used to manage and analyze the interest rate sensitivity of a
financial institution is known as a simulation model and is performed with
specialized software built for this specific purpose for financial institutions.
This model allows management to analyze three specific types of risks: market
risk, mismatch risk, and basis risk.

Market Risk

         Market risk results from the fact that the market values of assets or
liabilities on which the interest rate is fixed will increase or decrease with
changes in market interest rates. If the Company invests in a fixed-rate, long
term security and then interest rates rise, the security is worth less than a
comparable security just issued because the older security pays less interest
than the newly issued security. If the security had to be sold before maturity,
then the Company would incur a loss on the sale. Conversely, if interest rates
fall after a fixed-rate security is purchased, its value increases, because it
is paying at a higher rate than newly issued securities. The fixed rate
liabilities of the Company, like certificates of deposit and fixed-rate
borrowings, also change in value with changes in interest rates. As rates drop,
they become more valuable to the depositor and hence more costly to the Company.
As rates rise, they become more valuable to the Company. Therefore, while the
value changes when rates move in either direction, the adverse impacts of market
risk to the Company's fixed-rate assets are due to rising rates and for the
Company's fixed-rate liabilities, they are due to falling rates. In general, the
change in market value due to changes in interest rates is greater in financial
instruments that have longer remaining maturities. Therefore, the exposure to
market risk of assets is lessened by managing the amount of fixed-rate assets
and by keeping maturities relatively short. These steps, however, must be
balanced against the need for adequate interest income because variable-rate and
shorter-term assets generally yield less interest than longer-term or fixed-rate
assets.

Mismatch Risk

         The second interest-related risk, mismatch risk, arises from the fact
that when interest rates change, the changes do not occur equally in the rates
of interest earned and paid because of differences in the contractual terms of
the assets and liabilities held. A difference in the contractual terms, a
mismatch, can cause adverse impacts on net interest income.

         The Company has a certain portion of its loan portfolio tied to the
national prime rate. If these rates are lowered because of general market
conditions, e.g., the prime rate decreases in response to a rate decrease by the
Federal Reserve Open Market Committee ("FOMC"), these loans will be repriced. If
the Company were at the same time to have a large proportion of its deposits in
long-term fixed-rate certificates, interest earned on loans would decline while
interest paid on the certificates would remain at higher levels for a period of
time until they mature. Therefore net interest income would decrease
immediately. A decrease in net interest income could also occur with rising
interest rates if the Company had a large portfolio of fixed-rate loans and
securities that was funded by deposit accounts on which the rate is steadily
rising.

         This exposure to mismatch risk is managed by attempting to match the
maturities and repricing opportunities of assets and liabilities. This may be
done by varying the terms and conditions of the products that are offered to
depositors and borrowers. For example, if many depositors want shorter-term
certificates while most borrowers are requesting longer-term fixed rate loans,
the Company will adjust the interest rates on the certificates and loans to try
to match up demand for similar maturities. The Company can then partially fill
in mismatches by purchasing securities or borrowing funds from the FHLB with the
appropriate maturity or repricing characteristics.

                                       18
<PAGE>

Basis Risk

         The first interest-related risk, basis risk, arises from the fact that
interest rates rarely change in a parallel or equal manner. The interest rates
associated with the various assets and liabilities differ in how often they
change, the extent to which they change, and whether they change sooner or later
than other interest rates. For example, while the repricing of a specific asset
and a specific liability may occur at roughly the same time, the interest rate
on the liability may rise one percent in response to rising market rates while
the asset increases only one-half percent. While the Company would appear to be
evenly matched with respect to mismatch risk, it would suffer a decrease in net
interest income. This exposure to basis risk is the type of interest risk least
able to be managed, but is also the least dramatic. Avoiding concentration in
only a few types of assets or liabilities is the best means of increasing the
chance that the average interest received and paid will move in tandem. The
wider diversification means that many different rates, each with their own
volatility characteristics, will come into play.

Net Interest Income and Net Economic Value Simulations

         To quantify the extent of all of these risks both in its current
position and in transactions it might take in the future, the Company uses
computer modeling to simulate the impact of different interest rate scenarios on
net interest income and on net economic value. Net economic value or the market
value of portfolio equity is defined as the difference between the market value
of financial assets and liabilities. These hypothetical scenarios include both
sudden and gradual interest rate changes, and interest rate changes in both
directions. This modeling is the primary means the Company uses for interest
rate risk management decisions.

         The hypothetical impact of sudden interest rate shocks applied to the
Company's asset and liability balances are modeled quarterly. The results of
this modeling indicate how much of the Company's net interest income and net
economic value are "at risk" (deviation from the base level) from various sudden
rate changes. This exercise is valuable in identifying risk exposures. The
results for the Company's most recent simulation analysis indicate that the
Company's net interest income at risk over a one-year period and net economic
value at risk from 2% shocks are within normal expectations for sudden changes
and do not materially differ from those of December 31, 2003.

         For this simulation analysis, the Company has made certain assumptions
about the duration of its non-maturity deposits that are important to
determining net economic value at risk.

Financial Condition as of March 31, 2004 As Compared to December 31, 2003
-------------------------------------------------------------------------

         Total assets at March 31, 2004, were $729,586,000, compared to December
31, 2003 assets of $677,693,000. Investment securities and federal funds sold
grew to $241,450,000 at March 31, 2004, compared to $224,010,000 at December 31,
2003. These changes were the result of management's decision in January 2004 to
leverage the Company's capital. Specifically, the Company took out $37.5million
in Federal Home Loan Bank advances with varying maturity dates and invested the
proceeds in a combination of ten- and fifteen-year mortgage backed securities.
The transaction is designed to increase net interest income while not adding any
significant interest rate risk and was also executed while the U.S. Treasury
yield curve was historically quite steep which makes this transaction more
attractive.

         Net loans and leases, the Company's major component of earning assets,
increased during the first three months of 2004 to $400,261,000 at March 31,
2004 from $372,660,000 at December 31, 2003. The Company's average loan to
deposit ratio was 68.5% for the year ended December 31, 2003 and 58.6% for the
three months ended March 31, 2004.

         Total deposits increased to $608,638,000 at March 31, 2004 compared to
$598,314,000 at December 31, 2003 driven by an increase in noninterest-bearing
checking, interest-bearing checking, and savings collectively, of $17,117,000
and a decrease in time deposits of $6,793,000. The decrease in time deposits is
mainly due to the low rate environment in which customers are more inclined to
keep their deposits in shorter duration deposit products. The increase in demand
and interest bearing demand balances is attributed to the success of the
"Positively Free Checking" program. This change in the deposit mix from December
31, 2003 has had a positive effect on the Company's cost of funds (excluding
non-interest checking), which was reduced from 1.72% for the three months ended
March 31, 2003 to 1.36% for the same period in 2004.

         The Company maintains capital to support future growth and dividend
payouts while trying to effectively manage the capital on hand. From the
depositor standpoint, a greater amount of capital on hand relative to total
assets is generally viewed as positive. At the same time, from the standpoint of
the shareholder, a greater amount of capital on hand may not be viewed as
positive because it limits the Company's ability to earn a high rate of return

                                       19
<PAGE>

on stockholders' equity (ROE). Stockholders' equity increased to $49,592,000 as
of March 31, 2004, as compared to $46,053,000 at December 31, 2003. The increase
was primarily due to net income of $2,074,000 offset by cash dividends paid out
in the amount of $653,000. Under current regulations, management believes that
the Company meets all capital adequacy requirements and the Company's subsidiary
bank was considered well capitalized at March 31, 2004.

         The Company's and the Banks capital amounts and risk-based capital
ratios are presented below.
<TABLE>
<CAPTION>
                                                                                      To Be Well Capitalized
    (In thousands)                                                For Capital        Under Prompt Corrective
                                           Actual              Adequacy Purposes        Action Provisions
                                    ---------------------    ---------------------    ---------------------
                                                             Minimum        Minimum    Minimum       Minimum
                                      Amount        Ratio     Amount         Ratio      Amount        Ratio
<S>                                 <C>             <C>      <C>              <C>     <C>             <C>
    Company
    As of March 31, 2004:
      Total capital
        (to risk weighted assets)   $  67,677       13.40%   $  40,394        8.00%         N/A         N/A
      Tier I capital
        (to risk weighted assets)   $  61,274       12.14%   $  20,197        4.00%         N/A         N/A
      Tier I capital
        (to average assets)         $  61,274        8.68%   $  28,233        4.00%         N/A         N/A
    As of December 31, 2003:
      Total capital
        (to risk weighted assets)   $  65,059       13.77%   $  37,797        8.00%         N/A         N/A
      Tier I capital
        (to risk weighted assets)   $  58,310       12.34%   $  18,899        4.00%         N/A         N/A
      Tier I capital
        (to average assets)         $  58,310        8.49%   $  27,471        4.00%         N/A         N/A

    North Valley Bank
    As of March 31, 2004:
      Total capital
        (to risk weighted assets)   $  63,822       12.69%   $  40,234        8.00%   $  50,293       10.00%
      Tier I capital
        (to risk weighted assets)   $  57,534       11.44%   $  20,117        4.00%   $  30,176        6.00%
      Tier I capital
        (to average assets)         $  57,534        8.15%   $  28,322        4.00%   $  35,403        5.00%
    As of December 31, 2003:
      Total capital
        (to risk weighted assets)   $  63,694       13.58%   $  37,523        8.00%   $  46,904       10.00%
      Tier I capital
        (to risk weighted assets)   $  58,135       12.39%   $  18,761        4.00%   $  28,142        6.00%
      Tier I capital
        (to average assets)         $  58,135        8.50%   $  27,359        4.00%   $  34,199        5.00%
</TABLE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

         In Management's opinion there has not been a material change in the
Company's market risk profile for the three months ended March 31, 2004 compared
to December 31, 2003. Please see discussion under the caption "Interest Rate
Sensitivity".

ITEM 4.  CONTROLS AND PROCEDURES
--------------------------------

         Disclosure Controls and Procedures. Disclosure controls and procedures
are designed with the objective of ensuring that information required to be
disclosed in reports filed by the Company under the Exchange Act, such as this
Annual Report, is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures are also designed with the
objective of ensuring that such information is accumulated and communicated to
management, including the Chief Executive Officer and the Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

                                       20
<PAGE>

         Evaluation of Disclosure Controls and Procedures and Internal Control
over Financial Reporting. The Company's management, including the Chief
Executive Officer and the Chief Financial Officer, evaluated the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) as of March 31, 2004. Based on this evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective. There was no change in the
Company's internal control over financial reporting that occurred during the
quarter ended March 31, 2004 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings

         There are no material legal proceedings pending against the Company or
against any of its property. The Company, because of the nature of its business,
is generally subject to various legal actions, threatened or filed, which
involve ordinary, routine litigation incidental to its business. Some of the
pending cases seek punitive damages in addition to other relief. Although the
amount of the ultimate exposure, if any, cannot be determined at this time, the
Company does not expect that the final outcome of threatened or filed suits will
have a materially adverse effect on its consolidated financial position.

Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities
<TABLE>
<CAPTION>
         Issuer Purchases of Equity Securities

        Period                            Total Number of    Average Price      Number of Shares    Maximum number
        ------                            Shares Purchased   Paid per Share     Purchased as Part   of Shares that May
                                          ----------------   --------------     of Publicly         Yet Be Purchased
                                                                                Announced Plans     Under the Plans
                                                                                or Programs         or Programs
                                                                                -----------------   ------------------
<S>                                       <C>                <C>                <C>                 <C>
        January 1 thru 31, 2004                                                                     10,454
        February 1 thru 29, 2004                                                                    10,454
        March 1 thru March 31, 2004                                                                 10,454
</TABLE>

         The above repurchase program - announced on July 28, 2003 - is the
seventh such plan announced by the Company since May of 2001. The program calls
for the repurchase of up to 3.0% of the Company's outstanding shares, or 199,154
shares. The repurchases will be made from time to time by the Company in the
open market as conditions allow. All such transactions will be structured to
comply with Securities and Exchange Commission Rule 10b-18 and all shares
repurchased under this program will be retired. The number, price and timing of
the repurchases shall be at the Company's sole discretion and the program may be
re-evaluated depending on market conditions, liquidity needs or other factors.
The Board of Directors, based on such re-evaluations, may suspend, terminate,
modify or cancel the program at any time without notice. No shares were
repurchased during the first quarter of 2004.

                                       21
<PAGE>

Item 3.  Defaults Upon Senior Securities

         Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable

Item 5.  Other Information

         Not applicable


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              Exhibit 4(e) - North Valley Capital Trust II - Amended & Restated
              Declaration of Trust dated April 10, 2003

              Exhibit 4(f) - North Valley Capital Trust II - Indenture dated
              April 10, 2003

              Exhibit 4(g) - North Valley Capital Trust II - Guarantee Agreement
              dated April 10, 2003

              Exhibit 14 - The Board of Directors Corporate Governance Code of
              Ethics

              Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications
                  Exhibit 31.1 - CEO Rule 13a-14(a)/15d-14(a) Certifications
                  Exhibit 31.2 - CFO Rule 13a-14(a)/15d-14(a) Certifications

              Exhibit 32 - Section 1350 Certifications - Certification Pursuant
              to Section 906 of the Sarbanes-Oxley Act of 2002 with Respect to
              the North Valley Bancorp Quarterly Report on Form 10-Q for the
              Quarter ended March 31, 2004


         (b)  Reports on Form 8-K during the quarter ended March 31, 2004:

              Filed January 22, 2004 - First Quarter Earnings Announcement
              Filed February 27, 2004 - Cash Dividend Announcement
              Filed March 11, 2004 - Press Release - North Valley Bancorp to
                attend Sandler O'Neill West Coast Financial Services Conference.

                                       22
<PAGE>

SIGNATURES

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

NORTH VALLEY BANCORP
--------------------
(Registrant)

Date      May 10, 2004
          ------------

By:

/s/ MICHAEL J. CUSHMAN
--------------------------------------------------
Michael J. Cushman
President & Chief Executive Officer

/s/ EDWARD J. CZAJKA
--------------------------------------------------
Edward J. Czajka
Executive Vice President & Chief Financial Officer

                                       23