8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  F O R M  8 - K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported) June 28, 2000
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                                NORTH BAY BANCORP

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             (Exact name of registrant as specified in its charter)

              California                 333-93365               68-0434802
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    (State or other jurisdiction of     (Commission            (IRS Employer
            incorporation)              File Number)        Identification No.)

   1500 Soscol Avenue, Napa, California                       94559-3045
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  (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code   (707) 257-8585
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                                       N/A
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          (Former name or former address, if changed since last report)






Item 5.      Other Events.


             (a)  Completion  of Stock  Offering.  On July 6,  2000,  North  Bay
Bancorp issued a press release  announcing  the successful  completion of its $5
million stock offering.  Pursuant to the offering, North Bay sold 227,273 shares
of its common stock at a price of $22.00 per share.  The offering was registered
under the Securities Act of 1933 on Registration  Statement 333- 93365 which was
declared effective on February 9, 2000 and was revised by Registration Statement
No.  333-35848 which became effective on filing on April 28, 2000. A copy of the
press  release  is  attached  to  this  Current   Report  as  Exhibit  99.1  and
incorporated into this report by reference.

             (b)  Appointment of New  Directors.  On June 28, 2000, the Board of
Directors of North Bay Bancorp expanded the number of authorized  directors from
8 to 10 and  appointed  Thomas  N.  Gavin  and  Fred J.  Hearn  to fill  the new
vacancies.  Both Mr.  Gavin and Mr.  Hearn  are  directors  of  Solano  Bank (In
Organization),  a new California  State chartered bank being formed by North Bay
Bancorp.

Item 7.  Financial Statements and Exhibits.

         (b)      Exhibits

                  99.1    Press release announcing completion of public offering
                          of common stock.





                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date: July 6, 2000                    NORTH BAY BANCORP



                                      /S/ Terry L. Robinson
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                                      By: Terry L. Robinson, President and Chief
                                          Executive Officer (Principal Executive
                                          Officer)

EX-99.1

                                NORTH BAY BANCORP

                             P R E S S R E L E A S E

                                  July 7, 2000

         North Bay Bancorp, holding company of The Vintage Bank and proposed
holding  company  of Solano  Bank (In  Organization),  has closed its $5 million
stock offering as of June 30, 2000.

         President & CEO Terry L. Robinson stated,  "The stock offering has been
oversubscribed  by  approximately  $240,000.  The purpose of the offering was to
develop a base of Solano County investing  shareholders and provide a portion of
the  capital  needed for the opening of Solano  Bank (In  Organization).  We are
elated with the enthusiasm with which this issue was received; it bodes well for
the future of the new bank." Glen C.  Terry,  President & CEO of Solano Bank (In
Organization) added, "The degree of community support for our new bank in Solano
County has been very impressive.  We are excited at the prospects of opening our
doors and restoring our style of community banking to Solano County."

         Since the  offering is limited to a maximum of $5  million,  the excess
subscriptions cannot be accepted in their entirety.  Robinson explained that the
excess would be refunded to larger  selected  subscribers  whose  investment was
made during the offering  extension period (after May 31, 2000).  Robinson added
that all subscribers will become shareholders, although some will be invested at
a lower level than that for which they originally subscribed.

         Stock of North Bay  Bancorp  is quoted  on the  Over-The-Counter  (OTC)
Bulletin Board, Symbol NBAN.OB.

                                  EXHIBIT 99.1