Exhibit 31.1

I, Hugh W. Mohler, certify that:

        1.      I have reviewed this quarterly report on Form 10-QSB 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; andrd, process,
                    summarize and report financial information; andl
                    information; andrd, process, summarize and report financial
                    information; and

               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: August 12, 2003            By: /s/ Hugh W. Mohler
                                               ----------------------
                                           Name:  Hugh W. Mohler
                                           Title: Chairman, President and
                                                  Chief Executive Officer


                                       23
<PAGE>


Exhibit 31.2

I, Mark A. Semanie, certify that:

        1.      I have reviewed this quarterly report on Form 10-QSB 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

               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: August 12, 2003              By: /s/ Mark A. Semanie
                                                -------------------
                                            Name:  Mark A. Semanie
                                            Title: Executive Vice President
                                                   and Chief Financial Officer

                                       24
<PAGE>