BAY NATIONAL CORPORATION - LOGO

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                (Amendment No. 1)
(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the transition period from                    to

                        Commission File Number 333-87781


                            Bay National Corporation
                            ------------------------
                 (Name of small business issuer in its charter)

         Maryland                                    52-2176710
         --------                                    ----------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                2328 West Joppa Road, Lutherville, Maryland 21093
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number: 410-494-2580
                     ---------------------------------------

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No __

<PAGE>

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

      The issuer's revenues for its most recent fiscal year were $2,152,766.

      The aggregate market value of the common equity held by non-affiliates was
$8,694,140 as of March 26, 2002, based on a sales price of $7.00 per share of
Common Stock, which is the sales price at which shares of Common Stock were last
sold in over the counter trading on March 12, 2002.

      The number of shares outstanding of the issuer's Common Stock was
1,242,020 as of March 26, 2002.

      Transitional Small Business Disclosure Format (check one):

                                   Yes __ No X

      This 10-KSB/A is being filed to amend Item 13 to include the consent of
Stegman & Company filed as Exhibit 23.1 that was inadvertently omitted from the
original 10-KSB filing submitted on April 1, 2002. This 10-KSB/A also includes
an amended Exhibit Index and signature page.

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<PAGE>

                            BAY NATIONAL CORPORATION

Item 13.  Exhibits and Reports on Form 8-K

      (a) Exhibits. The following exhibits are filed with or incorporated by
reference into this report.

Exhibit
No.      Description of Exhibit
---      ----------------------

3.1*     Articles of Incorporation of Bay National Corporation
3.2*     Bylaws of Bay National Corporation
4.1*     Rights of Holders of Common Stock (as contained in Exhibit 3.1)
4.2*     Form of Common Stock Certificate
4.3*     Form of Warrant
10.1*    Form of Employment Agreement between Bay National Corporation and Hugh
         W. Mohler
10.2*    Form of Employment Agreement between Bay National Bank and Hugh W.
         Mohler
10.3*    Office Lease Agreement dated July 16, 1999 between Bay National
         Corporation and Joppa Green II Limited Partnership
10.4*    Office Lease Agreement dated July 16, 1999 between Bay National
         Corporation and Joppa Green II Limited Partnership
10.5*    Lease Agreement dated September 16, 1999 between Bay National
         Corporation and John R. Lerch and Thomas C. Thompson
10.6#    Bay National Corporation Stock Option Plan
21.1*    Subsidiaries of Bay National Corporation
23.1     Consent of Stegman & Company

      The exhibits which are denominated by an asterisk (*) were previously
filed by Bay National Corporation as a part of, and are hereby incorporated by
reference from, Bay National Corporation's Registration Statement on Form SB-2,
as amended, under the Securities Act of 1933, Registration Number 333-87781.

      The exhibit which is denominated by the number sign (#) was previously
filed by Bay National Corporation as a part of, and are hereby incorporated by
reference from, Bay National Corporation's Registration Statement on Form S-8
under the Securities Act of 1933, Registration Number 333-69428.


      (b) Reports of Form 8-K. No reports on Form 8-K were required to be filed
for the fourth quarter of 2001.

<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                            BAY NATIONAL CORPORATION

Date:  June 26, 2002                        By: /s/ Hugh W. Mohler
                                                --------------------------------
                                                  Hugh W. Mohler,
                                                  President

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<PAGE>

                                  EXHIBIT INDEX

Exhibit
No.      Description of Exhibit
---      ----------------------

3.1*     Articles of Incorporation of Bay National Corporation
3.2*     Bylaws of Bay National Corporation
4.1*     Rights of Holders of Common Stock (as contained in Exhibit 3.1)
4.2*     Form of Common Stock Certificate
4.3*     Form of Warrant
10.1*    Form of Employment Agreement between Bay National Corporation and Hugh
         W. Mohler
10.2*    Form of Employment Agreement between Bay National Bank and Hugh W.
         Mohler
10.3*    Office Lease Agreement dated July 16, 1999 between Bay National
         Corporation and Joppa Green II Limited Partnership
10.4*    Office Lease Agreement dated July 16, 1999 between Bay National
         Corporation and Joppa Green II Limited Partnership
10.5*    Lease Agreement dated September 16, 1999 between Bay National
         Corporation and John R. Lerch and Thomas C. Thompson
10.6#    Bay National Corporation Stock Option Plan
21.1*    Subsidiaries of Bay National Corporation
23.1     Consent of Stegman & Company

* Previously filed by Bay National Corporation as a part of Bay National
Corporation's Registration Statement on Form SB-2, as amended, under the
Securities Act of 1933, Registration Number 333-87781.

# Previously filed by Bay National Corporation as a part of Bay National
Corporation's Registration Statement on Form S-8 under the Securities Act of
1933, Registration Number 333-69428.

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