Exhibit 31.2



I, Mark A. Semanie, certify that:

1.        I have reviewed this annual report on Form 10-KSB of Bay National
          Corporation;

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

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

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

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

          b)        [Paragraph omitted pursuant to SEC Release No. 33-8238 and
                    34-47986]

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

          d)        Disclosed in this report any change in the small business
                    issuer's internal controls over financial reporting that
                    occurred during the small business issuer's most recent
                    fiscal quarter (the small business issuer's fourth fiscal
                    quarter in the case of an annual report) that has materially
                    affected, or is reasonably likely to materially affect, the
                    small business issuer's internal controls over financial
                    reporting; and

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

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



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



    Date: March 23, 2004        By: /s/ Mark A. Semanie
                                    -------------------------------
                                Name:  Mark A. Semanie
                                Title: Executive Vice President and Chief
                                        Financial Officer