EXHIBIT 14

                                 CODE OF ETHICS

                          For Senior Financial Officers

I.       Purpose

         This Code of Ethics (the "Code") describes the ethical standards that
apply to Bay National Corporation's (the "Company") principal executive officer,
principal financial officer (collectively, the "Officers"). The Company expects
that the Officers will always conduct themselves in a manner consistent with the
highest standards of honesty, integrity and fairness when carrying out their
responsibilities as officers of the Company. The Company recognizes that the
Officers' actions affect the Company's customers, shareholders, employees,
directors and business partners.

         This Code is designed to comply with the requirements of Section 406 of
the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission
regulations promulgated thereunder.

II.      Ethical Conduct

         In fulfilling their duties as officers of the Company, the Officers
shall, to the best of their ability:

          (a)       conduct themselves honestly and ethically, including the
                    ethical handling of actual or apparent conflicts of interest
                    between personal and professional relationships;

          (b)       provide for full, fair, accurate, timely and understandable
                    disclosure in communications to the public and reports and
                    documents that are filed with the Securities and Exchange
                    Commission;

          (c)       comply with applicable federal, state and local laws, rules
                    and regulations at all times;

          (d)       promptly report violations of this Code to the appropriate
                    person identified in this Code;

          (e)       maintain confidentiality with respect to information learned
                    during the course of employment; and

          (f)       act responsibly when using the Company's assets or other
                    resources.

III.          Conflict of Interest

         A conflict of interest arises when an Officer's private, personal
interests interfere with the interests of the Company. A conflict of interest
also arises if the Officers and the Company's interests appear to conflict, even
if they do not actually conflict.

         An Officer shall not take any action that directly benefits the Officer
or a third party if the action is inconsistent with the interests of the
Company. A conflict of interest also arises if an Officer has difficulty
performing his or her duties as an employee of the Company due to the Officer's
personal interests. Officers or members of their families shall not receive
improper personal benefits resulting from the Officer's position at the Company.
At all times, Officers shall avoid relationships that interfere with (or may
interfere with) the Officer's ability to act independently, objectively and in
the best interests of the Company.



<PAGE>

         As soon as reasonably possible, an Officer must report any transaction
that could reasonably result in a conflict of interest to the Chair of the Audit
Committee of the Board of Directors, and the Officer must obtain written
approval from such person before taking part in the transaction.

IV.      Corporate Opportunity

         Officers of the Company shall not personally take advantage of an
opportunity that the Company could take advantage of, nor shall they take
advantage of an opportunity discovered through their position with the Company.
Officers shall not compete with the Company or use the Company's property or
information for their own personal gain.

V.       Accountability

         An Officer will be subject to disciplinary action, including
termination, at the discretion of the Board of Directors, if the Officer
violates this Code or fails to report another Officer's violation when the
Officer reasonably believes that such a violation has occurred.

VI.      Reporting

         Any potential violation of this Code shall be reported to the Chair of
the Audit Committee, who is responsible for presenting information relating to
the potential violation to the Board of Directors.

VII.     Waiver & Amendment

         The Company will adhere to applicable disclosure laws and regulations,
including Section 406 of the Sarbanes-Oxley Act, if there is a waiver or
amendment of any of the provisions of the Code. Any amendment to this Code must
be approved by the Board of Directors.

VIII.    Code of Conduct

         This Code incorporates by reference the Company's Code of Conduct which
applies to all directors, officers and employees.

IX.      Signatures

         I have read and understand the Code and agree to comply with all of its
provisions.


                                   /s/ Hugh W. Mohler
                                   --------------------------
                                   Chief Executive Officer


                                   /s/ Mark A. Semanie
                                   --------------------------
                                   Chief Financial Officer




<PAGE>