8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 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)     February 26, 2002
                                                              -----------------

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


              California                    0-31080             68-0434802
- --------------------------------------------------------------------------------
    (State or other jurisdiction of       (Commission         (IRS Employer
            incorporation)                File Number)     Identification No.)


1500 Soscol Avenue, Napa, California                            94559-3045
- --------------------------------------------------------------------------------
         (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.

             Earnings Release.  On February 26, 2002, North Bay Bancorp issued a
press release  announcing  its earnings for the year ended  December 31, 2001. 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 North Bay Bancorp's earnings
                           for the year ended December 31, 2001.



                                   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: February 27, 2002.            NORTH BAY BANCORP


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

EX-99.1

                                  Exhibit 99.1

                                NORTH BAY BANCORP

                                  PRESS RELEASE



                                NORTH BAY BANCORP

                                  PRESS RELEASE

                                February 26, 2002


North Bay  Bancorp,  holding  company  for The  Vintage  Bank and  Solano  Bank,
reported consolidated  earnings of $3,022,166,  or $1.46 per share, for the year
ended December 31, 2001. This compares with earnings of $2,612,585, or $1.33 per
share,  for 2000.  Total  assets  were  $326,805,690  as of December  31,  2001,
equating to growth of 32% for the year.

"We are  right on  target  with our  financial  plan",  stated  Terry  Robinson,
President & CEO of North Bay Bancorp.  Robinson went on to note that "We met our
budgeted  income  for 2001 and  exceeded  our  growth  goals.  Deposits  grew to
$292,441,196,   equating  to  35%  growth  for  the  year,  and  loans  grew  to
$186,265,550,  equating to 22% growth for the year.  Our asset  quality  remains
stellar.  We anticipate  another year of solid growth in 2002, led by our recent
opening of the  Solano  Bank  Vallejo  Office and The  Vintage  Bank St.  Helena
Office.  The two new  offices  will take some time to  contribute  to  earnings.
Accordingly,  we expect  earnings  during the first two quarters to be down from
third and fourth  quarter 2001 earnings,  but  anticipate  earnings for the year
2002 will exceed 2001 earnings as contemplated by our long term strategic plan.

Earlier this month the Holding Company  announced a 5% stock dividend and a $.20
per  share  cash  dividend.  Both  dividends  are  payable  March  22,  2002 for
shareholders of record as of March 4, 2002.

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.