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)     May 23, 2005
                                                         -----------------------


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

          California                0-31080                68-0434802
------------------------------- ----------------- ------------------------------
(State or other jurisdiction      (Commission            (IRS Employer
      of 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 5.03      Amendments  to Articles  of  Incorporation  or Bylaws;  Change of
               Fiscal Year


Amendment to Bylaws
-------------------


         On May 23, 2005 the Board of  Directors  of North Bay  Bancorp  amended
Article II, Section 4. of the Company's Amended and Restated Bylaws changing the
date of the Company's  annual  meeting of  shareholders  from the 4th Tuesday of
April  each year to the 2nd  Thursday  of May of each  year.  The  amendment  is
effective beginning with the Company's 2006 annual meeting of shareholders.


                                       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: May 23,  2005              NORTH BAY BANCORP


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


                                       3