SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


   For the quarter ended September 30, 2000. Commission file number: 333-87781



                            Bay National Corporation
             (Exact name of Registrant as specified 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, MD                    21093
      (Address of principal executive offices)               (Zip Code)


        Registrant's telephone number including area code: (410) 494-2580



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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
                          --------                        --------


The number of shares outstanding of the registrant's common stock on
November 13, 2000:
              $.01 Par Value - 1,242,020













<PAGE>
PART I  -  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>
                                            BAY NATIONAL CORPORATION

                                           CONSOLIDATED BALANCE SHEETS

                                 As of September 30, 2000 and December 31, 1999


                                                                        September 30, 2000       December 31, 1999
                                                                        ------------------       -----------------
                                                                            (Unaudited)
<S>                                                                         <C>                    <C>
    Cash and cash equivalents                                               $  4,211,728           $    763,957
    Federal funds sold                                                        10,993,703                      0
    Investment securities available for sale (AFS) - at fair value             2,268,159                      0
    Loans                                                                      1,521,622                      0
         Less: Allowance for credit losses                                       (23,000)                     0
                                                                            ------------           ------------
             Loans, net                                                        1,498,622                      0
    Premises and equipment, net                                                  942,509                 22,768
    Accrued interest receivable and other assets                                  58,061                 49,659
                                                                            ------------           ------------

                Total Assets                                                $ 19,972,782           $    836,384
                                                                            ============           ============

LIABILITIES

    Non-interest bearing deposits                                           $  1,805,077           $          0
    Interest bearing deposits                                                  7,121,170                      0
                                                                            ------------           ------------
            Total deposits                                                     8,926,247                      0

    Accrued expenses and other liabilities                                       258,515                260,633
                                                                            ------------           ------------

                Total Liabilities                                              9,184,762                260,633
                                                                            ------------           ------------

STOCKHOLDERS' EQUITY

    Common stock - $.01 par value, authorized:
9,000,000 shares authorized, 1,242,020 and 112,500
issued and outstanding:                                                           12,420                  1,125
    Surplus                                                                   12,407,780              1,123,875
    Accumulated Deficit                                                       (1,632,730)              (549,249)
    Accumulated other comprehensive income                                           550                      0
                                                                            ------------           ------------

                Total Stockholders' Equity                                    10,788,020                575,751
                                                                            ------------           ------------

                Total Liabilities and Stockholders' Equity                  $ 19,972,782           $    836,384
                                                                            ============           ============


                          See accompanying notes to consolidated financial statements.
</TABLE>








                                                        1

<PAGE>
<TABLE>
<CAPTION>
                                                 BAY NATIONAL CORPORATION

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

                          For the nine and three month periods ended September 30, 2000 and 1999
                                                        (Unaudited)

                                                              Three Months Ending September 30,  Nine Months Ending September 30,
                                                                   2000               1999            2000         1999
                                                               ---------           ---------       ---------     ---------

INTEREST INCOME:
<S>                                                            <C>                 <C>             <C>           <C>
  Interest and fees on loans                                   $  10,143           $       0       $  10,613     $       0
  Interest on federal funds sold                                 135,514                   0         325,821             0
  Interest and dividends on investment securities:                91,489               4,567         129,488         4,728
                                                               ---------           ---------       ---------     ---------
  Total interest income                                          237,146               4,567         465,922         4,728
                                                               ---------           ---------       ---------     ---------

INTEREST EXPENSE:
    Interest on deposits                                          63,120                   0          66,937             0
                                                               ---------           ---------       ---------     ---------
    Total interest expense                                        63,120                   0          66,937             0
                                                               ---------           ---------       ---------     ---------

Net interest income                                              174,026               4,567         398,985         4,728

Provision for credit losses                                       23,000                   0          23,000             0
                                                               ---------           ---------       ---------     ---------
Net interest income after provision for credit losses            151,026               4,567         375,985         4,728
                                                               ---------           ---------       ---------     ---------

OTHER OPERATING INCOME:
  Service charges on deposit accounts                              1,108                   0           1,128             0
  Other income                                                     1,582                   0           1,886             0
                                                               ---------           ---------       ---------     ---------
     Total other operating income                                  2,690                   0           3,014             0
                                                               ---------           ---------       ---------     ---------

OTHER OPERATING EXPENSES:
  Salaries and employee benefits                                 397,902              59,502         838,750        65,759
  Occupancy expenses                                              59,713               5,700         152,283         5,700
  Furniture and equipment expenses                                37,673                   0          69,756             0
  Legal and professional fees                                      7,987              69,859          54,954        69,859
  Outside Services                                                63,283                   0         129,521             0
  Other expenses                                                  70,901              19,937         217,216        19,937
                                                               ---------           ---------       ---------     ---------
     Total other operating expenses                              637,459             154,998       1,462,480       161,255
                                                               ---------           ---------       ---------     ---------

Loss before income taxes                                        (483,743)           (150,431)     (1,083,481)     (156,527)
Income tax benefit                                                     0                   0               0             0
                                                               ---------           ---------       ---------     ---------
NET LOSS                                                       $(483,743)          $(150,431)    $(1,083,481)    $(156,527)
                                                               =========           =========       =========     =========

Per Share Data:
  Cash Dividend Paid                                           $      --           $      --      $       --     $      --


  Net Loss (Basic)                                             $   (0.39)          $   (1.34)     $    (1.45)    $   (1.39)
  Net Loss (Diluted)                                           $   (0.39)          $   (1.34)     $    (1.45)    $   (1.39)
  Average Shares Outstanding (Basic)                           1,242,020             112,500         747,340       112,500
  Average Shares Outstanding (Diluted)                         1,242,020             112,500         747,340       112,500

                               See accompanying notes to consolidated financial statements.
</TABLE>

                                                             2
<PAGE>

<TABLE>
<CAPTION>
                                          BAY NATIONAL CORPORATION

                                    CONSOLIDATED STATEMENT OF CASH FLOWS

                        For the nine month periods ended September 30, 2000 and 1999
                                                 (Unaudited)
<S>                                                                            <C>              <C>
                                                                                   2000             1999
                                                                               ------------     ----------

Cash Flows From Operating Activities
     Net loss                                                                  $(1,083,481)     $(156,527)
     Adjustments to reconcile net loss to net cash used by operating
     activities:
         Depreciation                                                               51,397               0
         Amortization of investment (discounts)/premiums, net                      (55,069)              0
         Provision for credit losses                                                23,000               0
         Net (increase)decrease in accrued interest receivable and other assets     (8,402)        (48,130)
         Net increase (decrease) in accrued expenses and other liabilities          (2,118)         65,641
                                                                               ------------     ----------

                    Net cash used by operating activities                       (1,074,673)      (139,016)
                                                                               ------------     ----------

Cash Flows From Investing Activities
     Purchases of investment securities - AFS                                   (3,212,540)             0
     Maturities of investment securities - AFS                                   1,000,000              0
     Net increase in loans                                                      (1,521,622)             0
     Capital expenditures                                                         (971,138)       (17,531)
                                                                               -----------     ----------
                    Net cash used by investing activities                       (4,705,300)       (17,531)
                                                                               -----------     ----------

Cash Flows From Financing Activities
     Net increase in deposits                                                    8,926,247              0
     Issuance of common stock                                                   11,295,200      1,125,000
                                                                               -----------     ----------
                    Net cash provided by financing activities                   20,221,447      1,125,000
                                                                               -----------     ----------

Net increase in cash and cash equivalents                                       14,441,474        968,453
Cash and cash equivalents at beginning of year                                     763,957              0
                                                                               -----------     ----------

Cash and cash equivalents at end of period                                     $15,205,431     $  968,453
                                                                               ===========     ==========

                        See accompanying notes to consolidated financial statements.

</TABLE>


                                        3
<PAGE>
                            BAY NATIONAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  GENERAL

         Organization

         Bay National  Corporation  was  incorporated  on June 3, 1999 under the
laws of the State of Maryland to operate as a bank holding company of a national
bank with the name Bay National Bank (the "Bank").  On May 12, 2000, the Company
purchased  all the  shares of common  stock  issued by the Bank.  The  Company's
operations  through  that date were limited to taking the  necessary  actions to
organize and capitalize the Company and the Bank. The Bank commenced  operations
on May 12, 2000 after  successfully  meeting the conditions of the Office of the
Comptroller of the Currency (the "OCC") to receive its charter authorizing it to
commence operations as a national bank, and obtained the approval of the Federal
Deposit  Insurance  Corporation  to insure  its  deposit  accounts,  and has met
certain other regulatory requirements.

         Basis of Presentation

         The accompanying consolidated financial statements include the activity
of Bay National Corporation and its wholly owned subsidiary,  Bay National Bank.
All significant intercompany transactions have been eliminated in consolidation.

         The foregoing consolidated financial statements are unaudited; however,
in the opinion of management,  all adjustments (comprising only normal recurring
accruals) necessary for a fair presentation of the results of the interim period
have been included.  These  statements  should be read in  conjunction  with the
financial   statements   and   accompanying   notes  included  in  Bay  National
Corporation's  1999 Annual  Report on Form  10-KSB.  The  results  shown in this
interim report are not necessarily  indicative of results to be expected for the
full year 2000.

         The accounting and reporting policies of Bay National  Corporation (the
"Company") conform to generally accepted accounting principles.

         Costs Associated with Start-Up Activities

         The  Company  expensed  costs  incurred  during the  start-up  phase of
organization  in  accordance  with the American  Institute  of Certified  Public
Accountants'  Statement  of  Position  98-5  Reporting  on the Costs of Start-Up
Activities.

2.  REGULATORY MATTERS

         The  Bank  is  subject  to  various  regulatory  capital   requirements
administered  by the federal banking  agencies.  Failure to meet minimum capital
requirements   can  initiate  certain   mandatory  -  and  possibly   additional
discretionary - actions by regulators  that, if undertaken,  could have a direct
material effect on the Bank's financial  statements.  Under capital action,  the
Bank must meet specific capital guidelines that involve quantitative measures of
the Bank's assets, liabilities and certain off-balance sheet items as calculated
under  regulatory   accounting   practices.   The  Bank's  capital  amounts  and
classification are also subject to qualitative judgments by the regulators about
components, risk weighting and other factors.

         Quantitative  measures  established  by  regulation  to ensure  capital
adequacy  require the Bank to maintain  minimum  amounts and ratios.  Management
believes,  as of September  30, 2000,  that the Bank meets all capital  adequacy
requirements to which it is subject.

                                        4


<PAGE>


         Due to the Bank's recent  formation,  as of May 12, 2000,  the Bank has
not been  categorized  by the Office of the  Comptroller  of the Currency  (OCC)
under the regulatory  framework for prompt corrective  action. To be categorized
as well  capitalized,  the Bank must maintain minimum total  risk-based,  Tier I
risk-based,  and Tier I leverage ratios.  There are no conditions or events that
management  believes  would  prevent  the Bank from  being  categorized  as well
capitalized.

3.  INCOME TAXES

         The Company uses the liability method of accounting for income taxes as
required by SFAS No. 109,  "Accounting  for Income  Taxes".  Under the liability
method,  deferred-tax assets and liabilities are determined based on differences
between the financial  statement  carrying amounts and the tax bases of existing
assets and liabilities  (i.e.,  temporary  differences)  and are measured at the
enacted rates that will be in effect when these  differences  reverse.  Deferred
income taxes will be recognized  when it is deemed more likely than not that the
benefits  of such  deferred  income  taxes  will be  realized,  accordingly,  no
deferred income taxes or income tax benefits have been recorded by the Company.




















                                        5

<PAGE>


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

         This  discussion  and  analysis  provides an overview of the  financial
condition and results of operations of Bay National Corporation  ("Company") and
Bay  National  Bank  ("Bank")  as of  September  30,  2000 and for the three and
nine-month  periods  ended  September  30, 2000.  Comparative  discussion of the
results of operations for the three and nine months ended September 30, 2000 and
September 30, 1999 is not provided,  as the Company had no operations other than
organizational  activity until May 2000, and as such, comparisons do not provide
accurate or meaningful information regarding the Company's financial position or
results of operations.

General

         Bay National  Corporation  (the  "Company") is a bank holding  company,
which on April 30, 2000,  completed its efforts to raise capital and closed with
$11,295,200.

         On May 12, 2000 the Company became a bank holding company by purchasing
all of the common stock of Bay National Bank. Bay National Bank opened its first
office on May 12, 2000, and a second office on May 26, 2000.

         Bay National Bank was formed to serve the business communities of North
Baltimore and Salisbury, Maryland.

Financial Condition

         As of September  30, 2000,  assets were  $19,972,782.  This  represents
growth of  $19,136,398  since  December  31,  1999.  The  growth  in assets  was
attributable to the proceeds from the Company's initial public offering, as well
as funds  invested from deposit  growth,  and an increase in the Company's  loan
portfolio.  Deposits at September 30, 2000 were  $8,926,247.  Deposit growth was
attributable to demand for banking services developed by officers, and directors
during the  organizational  period,  as well as subsequent to the opening of the
bank.  Management  has set the interest rates paid on deposits to be competitive
in the market and will  continue to  increase  marketing  activities  during the
fourth quarter of 2000. The Bank has no brokered funds.

         As of September  30, 2000,  loans (net of a $23,000  allowance for loan
losses)  totaled   $1,498,622.   The  composition  of  the  loan  portfolio  was
approximately  $870,000 of  Commercial  Loans,  and $652,000 of Consumer  Loans.
Funds not  extended in loans are held in federal  funds sold and the  investment
portfolio.  At  September  30,  2000,  the  Bank  had  federal  funds  sold  and
investments  totaling  $13,261,862.  All  investments,  other  than the  Federal
Reserve  Bank  stock  held by the Bank,  were held in  overnight  or  short-term
government agency securities.

         Total  capital  at  September  30,  2000  was  $10,788,020.  Management
believes  this  capital  will be  adequate  to fund  the  Company's  and  Bank's
operations for at least the next 12 months.

Results of Operations

         On a consolidated  basis,  the Company  recorded a net loss of $483,743
for the three-month period ended September 30, 2000 and a net loss of $1,083,481
for the  nine-month  period ended  September  30,  2000.  Of the total amount of
$1,083,481, $708,135 was the loss associated with Bank operations. The remainder
of the loss was the result of organizational  activities  performed prior to the
opening of the bank.

         Operating  results for the year ending  December 31, 2000 are projected
to reflect  losses as loan and  deposit  growth  initially  will not produce net
interest income sufficient to cover operating expenses.


                                        6
<PAGE>

Net Interest Income

         Net interest income is the difference  between income on assets and the
cost of funds supporting those assets.  Earning assets are composed primarily of
loans  and  investments;  interest-bearing  deposits  make up the cost of funds.
Non-interest  bearing deposits and capital are also funding sources.  Changes in
the volume and mix of earning  assets and funding  sources along with changes in
associated interest rates determine changes in net interest income.

         The net  interest  income  for the three and nine month  periods  ended
September 30, 2000 was $174,026 and $398,985,  respectively.  For the nine-month
period,  $10,613 was income from  lending  activities;  $455,309 was income from
overnight and security investments; and the Bank's cost of deposits was $66,937.

         Growth in the loan  portfolio  resulted  in  greater  contributions  to
interest  income in the third quarter,  because the yields on loans are normally
3% to 4% higher than yields on investment securities. At September 30, 2000, the
weighted  average yield on the loan  portfolio was 9.67%;  the weighted  average
yield on federal funds sold and the investment portfolio was 6.47%.

         The  market in which the Bank  operates  is very  competitive,  and the
rates of interest  paid on deposits are  somewhat  driven by rates paid by other
depository  institutions.  Management  closely  monitors  rates offered by other
institutions, and seeks to be competitive within the market. The Bank has chosen
not to aggressively compete for jumbo certificates of deposits, which are highly
rate  sensitive,  and are not  normally  perceived  to be as  stable  as  demand
deposits or money market  accounts.  At September 30, 2000, the Bank's  weighted
average cost of deposits was 4.54%.  It is  anticipated  that both the volume of
deposits and the interest  expense will  increase  during the next  twelve-month
period based upon increased marketing activities.

Allowance and Provision for Credit Losses

         The  provision  for  credit  losses  represents  an expense to fund the
allowance  for  credit  losses.  These  funds are set aside in  anticipation  of
potential of credit losses in the current loan portfolio.  The amount  allocated
is based on many factors, which are considered in management's assessment of the
loan portfolio.  These factors include economic conditions and trends, the value
and  adequacy  of  collateral,  the  volume and mix of the loan  portfolio,  the
performance of the portfolio, and internal loan processes.

         Based upon management's  analysis of the loan portfolio as of September
30, 2000,  management allocated an amount of $23,000 to the provision for credit
losses. This allocation is an estimate based on current information,  and may be
revised  over time for  changes  in  economic  conditions,  experience  with the
portfolio, and other factors, which may arise.

Non-Interest Income

         Non-interest  income is primarily deposit account service charges,  and
cash management  fees. For the three-month  period ended September 30, 2000, the
Bank realized non-interest income in the amount of $2,690. This compares to $324
realized  in the second  quarter of 2000.  These fees are volume  driven,  based
mostly on the deposit  customer  base and should  increase as the customer  base
increases.

         The Bank expects to expand its sources of non-interest incoming through
fees received  from  strategic  partners that will offer mutual fund  investment
products, investment advisory services, and insurance products.




                                        7
<PAGE>

Non-Interest Expense

         Non-interest  expense  for  the  three  and  nine-month  periods  ended
September 30, 2000 were $637,459 and  $1,462,480.  The largest  portion of these
operating  expenses were salaries and employee  benefits which totaled  $838,750
for the nine month period ended  September 30, 2000.  This represents 57% of all
other operating expenses.


Liquidity and Capital Resources

         Stockholders' equity at September 30, 2000 was $10,788,020. The Company
has declared no cash dividends since its inception.

         Banking   regulatory   authorities  have  implemented   strict  capital
guidelines  directly related to the credit risk associated with an institution's
assets. Banks and bank holding companies are required to maintain capital levels
based on their "risk  adjusted"  assets so that categories of assets with higher
"defined"  credit risks will require more capital support than assets with lower
risks. The Bank has exceeded its capital adequacy requirements to date.

         The Bank's  liquidity  is  provided  by its cash and cash  equivalents,
which are its cash on hand and on deposit with other financial  institutions and
its federal funds sold.  The levels of such assets are dependent upon the Bank's
operating,  financing and investment activities at any given time. Variations in
levels of cash and cash  equivalents are mostly  influenced by deposit flows and
loan activity.

         IN ADDITION TO THE HISTORICAL  INFORMATION  CONTAINED IN PART I OF THIS
QUARTERLY  REPORT ON FORM 10-QSB,  THE  DISCUSSION  IN PART I OF THIS  QUARTERLY
REPORT  ON FORM  10-QSB  CONTAINS  CERTAIN  FORWARD-LOOKING  STATEMENTS  SUCH AS
STATEMENTS OF BAY NATIONAL  CORPORATION'S  PLANS,  OBJECTIVES,  EXPECTATIONS AND
INTENTIONS THAT INVOLVE RISKS AND  UNCERTAINTIES.  THESE RISKS AND UNCERTAINTIES
INCLUDE,   AMONG  OTHERS,   THOSE   DISCUSSED  IN  BAY  NATIONAL   CORPORATION'S
REGISTRATION  STATEMENT UNDER THE CAPTION "RISK FACTORS," SUCH AS THE LACK OF AN
OPERATING HISTORY AND EXPECTATION OF LOSSES; DEPENDENCE ON KEY PERSONNEL;  RISKS
RELATED TO BAY NATIONAL  BANK'S CHOICE OF LOAN  PORTFOLIO;  RISKS RELATED TO BAY
NATIONAL  BANK'S  LENDING  LIMIT;  RISKS  OF A  COMPETITIVE  MARKET;  IMPACT  OF
GOVERNMENT  REGULATION  ON  OPERATING  RESULTS;  AND EFFECT OF  DEVELOPMENTS  IN
TECHNOLOGY.  BAY NATIONAL  CORPORATION'S  ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED HEREIN.












                                        8

<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         Not applicable.

Item 5.  Other Information.

         Not applicable.

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

                           (a) Exhibits.

                           The following exhibit is being filed herewith:

                           EXHIBIT 27       Financial Data Schedule

                           (b) Reports on Form 8-K.

                           None.













                                        9

<PAGE>





                                   SIGNATURES

         In accordance with the requirements 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: November 13, 2000             By:      /s/ Hugh W. Mohler
                                    ---------------------------------
                                    Hugh W. Mohler, President
                                    (Principal Executive Officer)


Date: November 13, 2000             By:      /s/ Mark A. Semanie
                                    ---------------------------------
                                    Mark A. Semanie, Treasurer
                                   (Principal Accounting and Financial Officer)












































                                       10