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) January 16, 2002
                             -----------------------


                                NORTH BAY BANCORP
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          California                      0-31080                 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
                                                  ------------------------------

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)











Item 5.      Other Events.
             ------------


             Press  Release.  On January 16,  2002,  North Bay Bancorp  issued a
press  release  announcing  that  President  and CEO Terry L.  Robinson  will be
stepping  aside as President  and CEO of The Vintage Bank to devote full time to
management  of North Bay Bancorp,  and that Glen C. Terry will become  President
and CEO of The  Vintage  Bank.  A copy of the press  release is attached to this
Current Report as Exhibit 99.1 and incorporated into this report by reference.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

         (b)      Exhibits


99.1     Press release announcing CEO transition.














                                   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: January 14,  2002             NORTH BAY BANCORP



                                    /s/ Terry L. Robinson
                                    --------------------------------------------
                                    By: Terry L. Robinson, President and
                                    Chief Executive Officer

EX-99.1

                                  Exhibit 99.1


                         N O R T H   B A Y   B A N C O R P

                                  PRESS RELEASE











                                NORTH BAY BANCORP
                                  Press Release

                                January 16, 2002

Terry  Robinson,  President & CEO of North Bay Bancorp,  holding company for The
Vintage  Bank and Solano  Bank,  announced  that the Company and its  subsidiary
banks experienced rapid growth during 2001,  exceeding its aggressive  strategic
plan. North Bay Bancorp's  unaudited  financial  results indicate  year-end 2001
assets  total  approximately   $327,000,000  as  compared  to  total  assets  of
$247,000,000 at year-end 2000,  equating to growth of approximately  $80,000,000
or thirty-two percent (32%). Mr. Robinson observed that the Company  anticipates
similar growth during 2002, stating "The Vintage Bank is opening a branch office
in St.  Helena  soon and  recently  signed a lease for a branch  in the  Gateway
commercial  complex to be constructed on Airport Road near Highways 29 and 12 in
Southern Napa County. It is anticipated that the Gateway branch will open before
year end." Mr.  Robinson also stated that Solano Bank is opening a branch office
in  Vallejo  this  month.  "As  these  additional  branches  come on line we are
confident the Company will continue to  experience  significant  asset growth in
2002."

Mr.  Robinson,  who serves as  President & CEO of The Vintage Bank as well as of
North Bay Bancorp,  also announced  that due to the rapid growth  experienced in
2001 and the increasing demands of his holding company responsibilities, he will
be turning the reins of The Vintage Bank over to Glen Terry, currently President
& CEO of Solano  Bank,  sometime  before the end of the  second  quarter of this
year. Mr. Terry was responsible for Solano Bank's start-up under the sponsorship
of North  Bay  Bancorp.  Now that the  Solano  Bank has  successfully  commenced
operations under Mr. Terry's  leadership,  he will become President & CEO of The
Vintage  Bank in a move  supported by the  directors of the holding  company and
both The Vintage Bank and Solano Bank.

Mr. Terry has extensive knowledge of the Napa Valley market and is well known in
the Napa  community,  having  served as President & CEO of Napa Valley Bank from
1993 through 1997 following its  acquisition by Westamerica  Bank. Mr.  Robinson
pointed out that "Mr. Terry's  combination of business  development,  credit and
management  skills coupled with his familiarity with the Napa Valley market make
him ideal for The Vintage Bank position."

A new  President  & CEO of Solano  Bank will be  appointed  concurrent  with Mr.
Terry's  transition to his position at The Vintage Bank. Asked for comment,  Mr.
Terry stated "It is remarkable  that Solano Bank was commencing the Bank charter
application  process  only two years ago and now is well  established  in Solano
County.  I am very proud of the progress we've made at Solano Bank to this point
and look forward to assisting the new President in assuming  responsibility  for
managing and growing the bank.  Having been  instrumental  in organizing  Solano
Bank, I want to be certain the `handoff'  goes  smoothly." Mr.  Robinson  added,
"one of the  strengths  of Solano Bank is its local board of  directors  hailing
from nearly all of Solano  County's  principal  cities.  With their guidance and
support I am confident  Solano Bank will fulfill its  tremendous  potential  and
secure its position as the leading community bank in Solano County."

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



This press  release  contains  forward-looking  statements  with  respect to the
financial condition,  results of operation and business of North Bay Bancorp and
its subsidiaries.  These include, but are not limited to, statements that relate
to or are  dependent on estimates or  assumptions  relating to the  prospects of
loan growth,  credit quality and certain operating  efficiencies  resulting from
the  operations  of The  Vintage  Bank and Solano  Bank.  These  forward-looking
statements  involve  certain  risks and  uncertainties.  Factors  that may cause
actual  results  to  differ   materially   from  those   contemplated   by  such
forward-looking  statements include, among others, the following  possibilities:
(1)  competitive   pressure  among  financial   services   companies   increases
significantly;  (2) changes in the interest  rate  environment  reduce  interest
margins; (3) general economic conditions, internationally,  nationally or in the
State of  California  are less  favorable  than  expected;  (4)  legislation  or
regulatory  requirements or changes  adversely  affect the business in which the
combined organization will be engaged; and (5) other risks detailed in the North
Bay Bancorp reports filed with the Securities and Exchange Commission.

Questions  regarding  this press release should be directed to Terry L. Robinson
(707) 259-2346.