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)          May 20, 2002
                                                         -----------------------

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


Item 5.  Other Events.


         Earnings  Release.  On May 20, 2002,  North Bay Bancorp  issued a press
         release announcing its earnings for the quarter ended March 31, 2002. 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 earnings for year ended March 31,
                      2002.


                                   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: May 20, 2002          NORTH BAY BANCORP


                             /s/ Terry L. Robinson
                            ----------------------------------------------------
                            Terry L. Robinson, President and Chief
                            Executive Officer (Principal Executive Officer)

EX-99.1

                                  Exhibit 99.1


                                NORTH BAY BANCORP

                                  PRESS RELEASE


                                NORTH BAY BANCORP
                                  PRESS RELEASE
                                  May 20, 2002

North Bay  Bancorp,  Holding  Company  for The  Vintage  Bank and  Solano  Bank,
announced a 40% increase in earnings for the first quarter of 2002 compared with
the first quarter of 2001. The Company earned  $777,897,  or $.38 per share, for
the three months ended March 31, 2002  compared  with  earnings of $554,042,  or
$.27 per share, for the first quarter of 2001. Total assets were $337,997,747 as
of March 31, 2002,  representing  a 23% increase from a year  earlier.  Deposits
increased 24% during the year, while loans outstanding increased 23%.

President  and  CEO  Terry  Robinson  attributed  the  increase  in  profits  to
substantial  asset growth  during the past year and the progress of Solano Bank.
"The Vintage  Bank  continues  its  excellent  earnings  trend while Solano Bank
remains on track to reach profitable operations during the third quarter of this
year," Robinson stated.

The Company  opened two new offices  during  January of 2002, The Vintage Bank's
St. Helena Office and Solano Bank's Vallejo Office.  Robinson predicted that the
Company would continue its sound growth  throughout  2002,  bolstered by the two
new office openings.  "Growth  continues to be the key to improving our earnings
performance.  We have made advance  investments  in  facilities,  technology and
human  resources  to ensure we are capable of  managing  the  growth,"  Robinson
stated.

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

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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.