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)         November 22, 2004
                                                 -------------------------------


                                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.)

1190 Airport Road, Suite 101, Napa, California                     94558
- --------------------------------------------------------------------------------
   (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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4c))


Item 8.01.   Other Matters


Three- for- Two Stock Split.  On November  22,  2004,  the Board of Directors of
North Bay Bancorp approved a three-for-two  stock split, which will be accounted
for  as a 50%  stock  dividend.  The  stock  split  will  be  effective  once  a
certificate of amendment to North Bay's articles of  incorporation is filed with
the California Secretary of State. The amendment to articles will also result in
a proportionate  increase in North Bay's authorized,  but unissued common stock.
The anticipated  effective date is December 6, 2004, with the additional  shares
to distributed on December 16, 2004. No shareholder approval is required.


A press  release  announcing  the stock split was issued on November 23, 2004. A
copy of the press release is attached to this Report as Exhibit 99.1.


Item 9.01.   Financial Statements and Exhibits.


             (c)  Exhibits.

             99.1 Press release announcing three-for-two stock split.



                                       2


                                   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: November 23,  2004   NORTH BAY BANCORP



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



                                       3

EX-99

Exhibit 99.1

[NORTH BAY BANCORP LOGO]

Contact:         Terry L. Robinson, President & CEO

                 trobinson@northbaybancorp.com
                 707-252-5024


[THE CEREGHINO GROUP LOGO]
corporate investor relations

5333 15TH AVENUE SOUTH, SUITE 1500
SEATTLE, WA 98108

206.762.0993.


                 North Bay Bancorp Announces 3-for-2 Stock Split
                 -----------------------------------------------


         Napa,  CA -  November  23,  2004 - North Bay  Bancorp  (Nasdaq:  NBAN),
holding company for The Vintage Bank and Solano Bank,  today announced its Board
of Directors has declared a three-for-two  stock split,  which will be accounted
for as a 50% stock dividend.  Each shareholder will receive 50 additional shares
of NBAN common stock for each 100 shares owned. The effective date (record date)
of the  stock  split  will  be  December  6,  2004.  The  payment  date  for the
distribution  of the additional  shares is December 16, 2004, and the stock will
trade  ex-dividend  on the day following the payment date,  reflecting the split
adjustment.  Following  the issuance of the  additional  shares from this split,
North Bay will have approximately 3.6 million shares outstanding.

         "North Bay has succeeded in growing assets  significantly  and steadily
increasing  earnings  while building a premier  banking  franchise over the past
five years.  We believe in sharing our success  with those who have  invested in
us", said Terry Robinson, President and CEO. Since 1999, North Bay has generated
a compounded annual growth rate of 24% for assets, 20% for shareholders'  equity
and 13% for net income  (based on trailing 12 months ended  September  30, 2004,
and September 30, 1999).

         "This stock split,  coupled with our annual cash  dividend and 5% stock
dividend,  reflects  our  confidence  in the growth  potential  for our  banking
franchise," Robinson added. North Bay's reported pre-tax profits grew 24% in the
third  quarter  with 29%  growth in the loan  portfolio  and 22%  growth in core
deposits from the third quarter a year ago. Year-to-date, net income grew 14% to
$3.5 million, or $1.40 per diluted share, compared to $3.1 million, or $1.26 per
diluted share in the first nine months of 2003.




                             ABOUT NORTH BAY BANCORP

North Bay Bancorp is the parent company of The Vintage Bank based in Napa County
and Solano  Bank based in Solano  County,  both full  service  commercial  banks
offering a wide  selection  of deposit,  loan and  investment  services to local
consumers  and small  business  customers.  The  Vintage  Bank,  opened in 1985,
operates six banking offices in Napa County,  Northern  California's  number one
tourist  destination and the nation's premier wine producing region.  The Bank's
main office and two branch offices are located in the City of Napa. Vintage also
has  branches  in the  City of St.  Helena,  American  Canyon  and the  Southern
industrial  area  of  Napa  County  as  well  as an  off-site  ATM  facility  in
Yountville.  Solano Bank,  opened in July 2000,  operates offices in the primary
cities  along the I-80  corridor  of Solano  County.  The Bank's  main office is
located in Vacaville,  with  branches in  Fairfield,  Vallejo and Benicia and an
off-site ATM facility in downtown  Fairfield.  This region,  projected to be the
fastest growing county in Northern  California  through year 2020, is attracting
businesses  and  residents  with a quality  lifestyle,  affordable  housing  and
business-friendly attitudes.

         This news 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 on 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;  (5) the Company's  ability to pay future cash or
stock  dividends,  and (6) other risks detailed in the North Bay Bancorp reports
filed with the Securities and Exchange Commission.



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Note:  Transmitted on Business Wire on November 23, 2004 at 11:24  a.m. PST