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