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 March 31, 2001.

                        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 May 10,
2001:

         $.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 March 31, 2001 and December 31, 2000

                                                                                March 31,           December 31,
                                                                                   2001                 2000
                                                                             --------------       --------------
                                                                               (Unaudited)
<S>                                                                          <C>                  <C>
     Cash and due from banks                                                 $      317,278       $      561,237
     Federal funds sold and other overnight investments                          15,616,248           16,587,278
     Federal Reserve Bank stock                                                     275,940              275,940
     Loans held for sale                                                          1,176,600              -
     Loans                                                                        9,486,859            5,648,321
                                                                             --------------       --------------
         Total loans                                                             10,663,459            5,648,321
         Less: Allowance for credit losses                                         (117,500)             (70,000)
                                                                             --------------       --------------
              Loans, net                                                         10,545,959            5,578,321
     Premises and equipment, net                                                    924,100              939,504
     Accrued interest receivable and other assets                                   123,334               83,545
                                                                             --------------       --------------

              Total Assets                                                   $   27,802,859       $   24,025,825
                                                                             ==============       ==============

LIABILITIES

     Non-interest-bearing deposits                                           $    2,844,039       $    2,515,089
     Interest-bearing deposits                                                   15,021,220           11,141,551
                                                                             --------------       --------------
         Total deposits                                                          17,865,259           13,656,640

     Accrued expenses and other liabilities                                         142,226              151,154
                                                                             --------------       --------------

              Total Liabilities                                                  18,007,485           13,807,794
                                                                             --------------       --------------


STOCKHOLDERS' EQUITY

     Common stock - $.01 par value, authorized:
         9,000,000 shares authorized, 1,242,020 issued and outstanding as
         of March 31, 2001 and December 31, 2000, respectively:                      12,420               12,420
     Surplus                                                                     12,407,780           12,407,780
     Accumulated Deficit                                                         (2,624,826)          (2,202,169)
                                                                             --------------       --------------

              Total Stockholders' Equity                                          9,795,374           10,218,031
                                                                             --------------       --------------

              Total Liabilities and Stockholders' Equity                     $   27,802,859       $   24,025,825
                                                                             ==============       ==============


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



                                                         2
<PAGE>
<TABLE>
<CAPTION>
                                             BAY NATIONAL CORPORATION

                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                For the three months ended March 31, 2001 and 2000
                                                    (Unaudited)

                                                                                    2001               2000
                                                                              --------------     --------------
<S>                                                                           <C>                <C>
INTEREST INCOME:
   Interest and fees on loans                                                 $      169,404     $      -
   Interest on federal funds sold and other overnight investments                    204,245            -
   Taxable interest and dividends on investment securities                           -                    8,580
                                                                              --------------     --------------
   Total interest income                                                             373,649              8,580

INTEREST EXPENSE ON DEPOSITS:                                                        149,300            -
                                                                              --------------     --------------

Net interest income                                                                  224,349              8,580

Provision for credit losses                                                           47,500            -
                                                                              --------------     --------------

Net interest income after provision for credit losses                                176,849              8,580
                                                                              --------------     --------------

NON-INTEREST INCOME:
   Service charges on deposit accounts                                                 3,090            -
   Other income                                                                       13,706            -
                                                                              --------------     --------------
     Total non-interest income                                                        16,796            -
                                                                              --------------     --------------

NON-INTEREST EXPENSE:
   Salaries and employee benefits                                                    340,604            132,096
   Occupancy expenses                                                                 59,238             44,717
   Furniture and equipment expenses                                                   46,966            -
   Legal and professional fees                                                        35,474             10,000
   Outside services                                                                   53,133            -
   Other expenses                                                                     80,887             48,692
                                                                              --------------     --------------
     Total non-interest expenses                                                     616,302            235,505
                                                                              --------------     --------------

Loss before income taxes                                                            (422,657)          (226,925)
Income tax benefit                                                                   -                  -
                                                                              --------------     --------------
Net Loss                                                                      $     (422,657)    $     (226,925)
                                                                              ==============     ==============


Per Share Data:
   Net Loss (Basic and Diluted)                                               $         (.34)    $        (2.02)

   Average Shares Outstanding (Basic and Diluted)                                  1,242,020            112,500


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



                                                        3
<PAGE>

<TABLE>
<CAPTION>
                                             BAY NATIONAL CORPORATION

                                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                For the three months ended March 31, 2001 and 2000
                                                    (Unaudited)

                                                                                 2001                  2000
                                                                            -------------          ------------
<S>                                                                         <C>                    <C>
Cash Flows From Operating Activities
   Net loss                                                                 $    (422,657)         $   (226,925)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
       Depreciation                                                                45,217                 2,882
       Provision for credit losses                                                 47,500                -
       Origination of loans held for sale                                      (1,867,550)               -
       Proceeds from sale of loans                                                690,950                -
       Net (increase) decrease in accrued interest receivable and
          other assets                                                            (39,789)               17,261
       Net (decrease) increase in accrued expenses and other liabilities           (8,928)                5,474
                                                                            -------------          ------------

            Net cash used by operating activities                              (1,555,257)             (201,308)
                                                                            -------------          ------------

Cash Flows From Investing Activities
   Net increase in loans                                                       (3,838,538)               -
   Capital expenditures                                                           (29,813)             (167,541)
                                                                            -------------          ------------
            Net cash used by investing activities                              (3,868,351)             (167,541)
                                                                            -------------          ------------

Cash Flows From Financing Activities
   Net increase in deposits                                                     4,208,619                -
                                                                            -------------          ------------
            Net cash provided by financing activities                           4,208,619                -
                                                                            -------------          ------------

Net decrease in cash and cash equivalents                                      (1,214,989)             (368,849)
Cash and cash equivalents at beginning of year                                 17,148,515               763,957
                                                                            -------------          ------------

Cash and cash equivalents at end of period                                  $  15,933,526          $    395,108
                                                                            =============          ============



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


                                                        4
<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  obtaining  the  approval of the
Federal  Deposit  Insurance  Corporation  to insure its  deposit  accounts,  and
meeting 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  2000 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 2001.

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

         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, which requires such costs to be expensed in the period incurred.

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 Company'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.



                                       5
<PAGE>

         Quantitative  measures  established  by  regulation  to ensure  capital
adequacy  require the Bank to maintain  minimum  amounts and ratios.  Management
believes,  as of March  31,  2001,  that the Bank  meets  all  capital  adequacy
requirements to which it is subject.

         Due to the Bank's recent  formation,  as of May 12, 2000,  the Bank has
not been  categorized  by the 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.














                                       6
<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  (the "Parent")
and its national bank subsidiary,  Bay National Bank (the "Bank"),  collectively
(the  "Company")  as of March 31, 2001 and for the three  months ended March 31,
2001.  Comparative  discussion of the results of operations for the three months
ended March 31, 2001 and March 31, 2000 is not  provided,  as the Company had no
operations  other  than  organizational  activity  until May 2000,  and as such,
comparisons  do not  provide  meaningful  information  regarding  the  Company's
financial position or results of operations.

General

         Bay National Corporation 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.  The Bank opened its first office
on May 12, 2000, and a second office on May 26, 2000.

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

Financial Condition

         As of March 31, 2001, assets were  $27,802,859.  This represents growth
of  $3,777,034  or 15.7%  since  December  31,  2000.  The  growth in assets was
attributable  to deposit  growth of  $4,208,619 or 30.8% during the three months
ended  March 31,  2001.  Deposits at March 31,  2001 were  $17,865,259.  Deposit
growth resulted from the marketing efforts of officers,  and directors since the
opening of the Bank.  Management  has set the interest rates paid on deposits to
be  competitive  in the market and will  continue its  marketing  activities  to
generate growth in deposits. The Company has no brokered funds.

         As of March 31,  2001,  loans (net of a $117,500  allowance  for credit
losses) totaled $10,545,959. This total includes mortgage loans held for sale of
$1,176,600,  commercial  loans of  approximately  $6,048,000,  consumer loans of
approximately $3,079,000,  and construction loans of approximately $360,000. The
mortgage  loans  held for sale  represent  loans  originated  and  funded by the
Company,  which are in the process of being sold in the  secondary  market.  The
sale  of  these  loans  is  typically  completed  within  30  days  of  original
settlement.  Upon completion of the sale, the Company receives  interest for the
period that the loan is held, and fees for origination of the loan.

          At March 31,  2001,  the  Company  had  federal  funds  sold and other
overnight investments totaling $15,616,248. The Company has chosen to invest its
available  funds in federal  funds  sold and other  overnight  investments,  and
Federal Reserve Bank stock. As a result,  investment  securities consist only of
$275,940 of Federal  Reserve  Bank stock.  Management  has made the  decision to
maintain  its  available  funds in highly  liquid  assets  because it desired to
ensure  that  funds  were  readily  available  to fund  the  growth  of the loan
portfolio, and because the yields available on other longer-term securities were
not  substantially  better  that  those  currently  being  earned on  short-term
investments. Management believes that this strategy will allow initial growth in
the loan  portfolio  with  limited use of  borrowed  funds,  or more  aggressive
pricing of deposit products.

         Total  capital at March 31, 2001 was  $9,795,374.  Management  believes
this capital will be adequate to fund the Company's and Bank's operations for at
least the next 12 months.



                                       7
<PAGE>


Results of Operations

         On a consolidated  basis,  the Company  recorded a net loss of $422,657
for  the  three-month  period  ended  March  31,  2001.  Operating  results  for
subsequent  periods in 2001 and for the year ending  December  31, 2001 are also
projected  to  reflect  losses as loan and  deposit  growth  initially  will not
produce net interest income sufficient to cover operating expenses.

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,  investments,  and federal funds sold;  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-month period ended March 31, 2001
was $224,349.  For the three-month  period,  $169,404 was interest and fees from
loans;  $204,245 was income from  overnight  and security  investments;  and the
Company's cost of deposits was $149,300.

         Growth in the loan  portfolio  resulted  in  greater  contributions  to
interest  income in the first quarter,  because the yields on loans are normally
3% to 4% higher than yields on  investment  securities.  At March 31, 2001,  the
weighted  average yield on the loan  portfolio was 8.86%;  the weighted  average
yield on federal funds sold and other  overnight  investments  was 4.94%.  These
yields have  declined  since  December 31, 2000, as a result of actions taken by
the Federal  Reserve to reduce  interest  rates on federal  funds by 1.50% in an
effort to stimulate  economic growth. At December 31, 2000, the weighted average
yield on the loan  portfolio  was 9.75%;  the weighted  average yield on federal
funds sold and other overnight investments was 6.28%.

         The market in which the Company operates is very  competitive,  and the
rates  of  interest  paid on  deposits  are  affected  by  rates  paid by  other
depository  institutions.  Management  closely  monitors  rates offered by other
institutions,  and seeks to be  competitive  within the market.  The Company 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 March 31, 2001,  the Company's  weighted
average cost of interest-bearing deposits was 4.52% and weighted average cost of
total   deposits  was  3.72%.   This  compares  to  weighted   average  cost  of
interest-bearing  deposits of 5.62% and weighted  average cost of total deposits
of 4.68% at  December  31,  2000.  It is  anticipated  that  both the  volume of
deposits and the  interest  expense  will  continue to 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.  This  allowance is  established  to absorb credit
losses in the current loan  portfolio.  The amount of the  allowance 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 March 31,
2001,  management  allocated an amount of $117,500 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.




                                       8
<PAGE>

Non-Interest Income

         Non-interest  income is primarily  mortgage  origination fees,  deposit
account service charges,  and other transaction fees. For the three-month period
ended March 31, 2001, the Company realized  non-interest income in the amount of
$16,796.  These fees are  comprised  of $10,692 of  mortgage  origination  fees,
$3,090 of deposit related fees, and $3,014 of other transaction fees.

         The Company is working to expand its sources of non-interest  income by
entering into fee  arrangements  with strategic  partners that offer mutual fund
investment products, investment advisory services, and insurance products. As of
March 31, 2001, the Company has identified  prospective  partners,  entered into
negotiations  for  fee  arrangements,  and  commenced  the  process  of  seeking
regulatory approval, when necessary, for contemplated  activities.  No assurance
can be given that such fee arrangements will be obtained or maintained.

Non-Interest Expense

         Non-interest  expense for the three-month  period ended March 31, 2001,
was $616,302.  The largest portion of these  non-interest  expenses was salaries
and employee  benefits,  which totaled $340,604 or 55.27% of total  non-interest
expenses for the three-month period.  Other significant  expenses for the period
included,  outside  services,  primarily  outsourced  data and  item  processing
totaling $53,133 or 8.62% of total  non-interest  expenses,  and occupancy costs
totaling $59,238 or 9.61% of total  non-interest  expenses.  Management  expects
that  these  items  will  continue  to  represent  a   significant   portion  of
non-interest expense, however,  management believes that growth in the Company's
customer base can be accommodated without significant increases in these costs.

Liquidity and Capital Resources

         Stockholders' equity at March 31, 2001 was $9,795,374.  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 FORM 10-KSB
UNDER THE CAPTION  "FACTORS  AFFECTING  FUTURE  RESULTS"  SUCH AS THE  COMPANY'S
LIMITED  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.










                                       9
<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.

           None.

           (b)        Reports on Form 8-K.

           None.












                                       10
<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: May 11, 2001             By: /s/ Hugh W. Mohler
                                   --------------------------------------------
                                   Hugh W. Mohler, President
                                   (Principal Executive Officer)


Date: May 11, 2001             By: /s/ Mark A. Semanie
                                   --------------------------------------------
                                   Mark A. Semanie, Treasurer
                                   (Principal Accounting and Financial Officer)







                                       11