NORTH VALLEY BANCORP
                     880 East Cypress Avenue
                    Redding, California 96002
 
 
                                   August 18, 1998
 VIA EDGAR
 
 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C. 20549
 
     Re:  North Valley Bancorp - Direct Transmission of
           Form S-8 Registration Statement
 
 Ladies and Gentlemen:
 
     On behalf of North Valley Bancorp (the "Company"), and in
 connection with the registration of 306,300 shares of Common
 Stock of the Company under the North Valley Bancorp 1998
 Employee Stock Incentive Plan, transmitted for filing with the
 Securities and Exchange Commission (the "Commission") through
 the Commission's electronic filing system ("EDGAR"), is the
 Company's registration statement on Form S-8, together with all
 exhibits.  
 
     Payment of the registration fee in the amount of $2,924.90 
 was remitted by wire transfer to the Commission's lockbox
 account (No. 910-8739) at Mellon Bank in Pittsburgh,
 Pennsylvania on August 17, 1998.  The Mellon Bank was instructed
 to note that the Company's CIK number is 0000353191, and that
 the payment related to the above-referenced Registration
 Statement.
 
     Should you have any questions concerning this filing,
 please call the undersigned at (530) 221-8400.
 
                                Very truly yours,
 
                                
                                /s/ Martin R. Sorensen
                                President & C.E.O.
 Encs.
 
 cc: Nasdaq National Market
     J.M. Wells, Jr., Esq. w/encs.
           Jonathan D. Joseph, Esq. w/encs.

     As filed with the Securities and Exchange Commission on August 18, 1998.
                                                  Registration No. 33-     
                                                                           
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933

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

               California                             94-2751350
     ______________________________         ______________________________
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

         880 East Cypress Avenue
           Redding, California                          96002
     ______________________________         ______________________________
          (Address of Principal                       (Zip Code)
           Executive Offices)

                                     
          NORTH VALLEY BANCORP 1998 EMPLOYEE STOCK INCENTIVE PLAN
                         (Full title of the plan)

                                                          
           Martin R. Sorensen                          Copy to:    
President and Chief Executive Officer           JONATHAN D. JOSEPH, ESQ.
          North Valley Bancorp              Pillsbury Madison & Sutro LLP
         880 East Cypress Avenue                    P.O. Box 7880
        Redding, California 96002             San Francisco, CA 94120
             (530) 221-8400                         (415) 983-1000
     ______________________________         ______________________________
      (Name, address and telephone           (Counsel to the Registrant)
      number, including area code,
          of agent for service)


Title of Securities To
Be Registered.............Common Stock

Amount To Be
Registered(1).............306,300 shares

Proposed Maximum
Offering Price Per
Share(2).................. $32.37

Proposed Maximum
Aggregate Offering
Price(2).................. $ 9,914,931

Amount of Registration
Fee(3).................... $ 2,924.90


    (1)  306,300 shares are being registered pursuant to the North Valley 
Bancorp 1998 Employee Stock Incentive Plan.  
    (2)  Estimated solely for the purpose of calculating the registration fee 
on the basis of the average of the high and low prices as reported on the 
Nasdaq National Market System on August 14, 1998.
    (3)  The registration fee has been calculated pursuant to Rule 457(h) of 
the Securities Act of 1933.
                             _________________
     The Registration Statement shall become effective upon filing in 
accordance with Rule 462 under the Securities Act of 1933.
                                                                           
 
                            PART I
      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
 Item 1.  Plan Information.*
 
 Item 2.  Registrant Information and Employee Plan Annual
           Information.*
 
 *   Information required by Part I to be contained in the
      Section 10(a) prospectus is omitted from the Registration
      Statement in accordance with Rule 428 under the Securities
      Act of 1933 and the Note to Part I of Form S-8.
 
 
                             PART II
 
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3.  Incorporation of Certain Documents by Reference.
 
          The following documents filed by Registrant with the
 Securities and Exchange Commission are incorporated by reference
 in this Registration Statement:
 
          (1)  The Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1997.
 
          (2)  The Registrant's Quarterly Reports on Form 10-Q
      for the quarters ended March 31, 1998 and June 30, 1998.
 
          (3)  The information with regard to the
      Registrant's capital stock contained in a registration
      statement filed with the Commission pursuant to
      section 12 of the Securities Exchange Act of 1934,
      including any subsequent amendment or report filed for
      the purpose of updating such information.
 
          In addition, all documents subsequently filed by
 Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
 the Securities Exchange Act of 1934, prior to the filing of a
 post-effective amendment which indicates that all securities
 offered have been sold or which deregisters all securities then
 remaining unsold, shall be deemed to be incorporated by
 reference in this Registration Statement and to be a part hereof
 from the date of filing of such documents.
 
 Item 4.  Description of Securities.
 
          Not applicable.
 
 Item 5.  Interests of Named Experts and Counsel.
 
          Not applicable.
 
 Item 6.  Indemnification of Directors and Officers.
 
     Section 317 of the California Corporations Code authorizes
 a court to award, or a corporation's Board of Directors to
 grant, indemnity to directors, officers, employees and other
 agents of the corporation in terms sufficiently broad to permit
 such indemnification under certain circumstances for liabilities
 (including reimbursement for expenses incurred) arising under
 the Securities Act of 1933, as amended (the "Act").
 
     Article Fifth of the Company's Amended and Restated
 Articles of Incorporation provides for indemnification of
 directors and officers of the Company to the extent permitted by
 Section 317(b) and (c) of the California Corporations Code and
 for the advancement of expenses to directors and officers of the
 Company in all circumstances in which such advancement is
 permitted by Section 317(f) of the California Corporations Code,
 subject to the applicable limits set forth in Section 204 of the
 California Corporations Code with respect to actions for breach
 of duty to the Company and its shareholders.  In addition,
 Article Fifth authorizes the Company to indemnify agents (as
 defined in Section 317 of the California Corporations Code),
 through bylaw provisions, agreements, votes of shareholders or
 disinterested directors or otherwise, in excess of the
 indemnification otherwise permitted by Section 317 of the
 California Corporations Code, to the fullest extent permissible
 under California law.  Article Fifth also authorizes the Company
 to provide insurance for agents in accordance with and subject
 to the provisions of Section 317(i) of the California
 Corporations Code.  The foregoing discussion is qualified in its
 entirety by reference to the Company's Amended and Restated
 Articles of Incorporation, filed as exhibit 3(i) to the
 Company's Quarterly Report on Form 10-Q for the Quarter Ended
 June 30, 1998.
 
     Section 47 of the Company's By-laws, as amended, provides
 for mandatory indemnification of directors and officers in
 excess of indemnification otherwise permitted by Section 317 of
 the California Corporations Code, subject to the applicable
 limits set forth in Section 204 of the California Corporations
 Code with respect to actions for breach of duty to the Company
 and its shareholders and subject further to any express
 prohibitions in Section 317 of the California Corporations Code
 or any determination by a court of competent jurisdiction that
 any indemnification provided under Section 47 of the By-laws is
 unlawful.  Section 47 of the Company's By-laws, as amended,
 provides for indemnification of employees and agents, subject to
 the terms of any agreement between the Company and such person,
 to the fullest extent permitted by California law and the
 Company's Articles of Incorporation.  Section 47 of the
 Company's By-laws, as amended, also provides that the Company
 shall maintain insurance (to the extent reasonably available) to
 protect itself and any director, officer, employee or agent
 against any expense, liability or loss and allows the Company to
 enter into indemnity agreements with any director, officer,
 employee or agent providing for indemnification to the fullest
 extent permissible under the law and the Company's Articles of
 Incorporation.  The foregoing discussion is qualified in its
 entirety by reference to the Company's By-laws, as amended,
 filed as exhibit 3(ii) to the Company's Quarterly Report on Form
 10-Q for the Quarter Ended June 30, 1998.
 
     The Company maintains a directors and officers liability
 insurance policy that indemnifies the Company's directors and
 officers against certain losses in connection with claims made
 against them for certain wrongful acts.  
 
     In addition, the Company has entered into separate indem-
 nification agreements with all of its directors and executive
 officers that require the Company, among other things, (i) to
 maintain, under certain circumstances, directors' and officers'
 insurance in favor of such individuals, (ii) to mandatorily
 indemnify them against certain liabilities that may arise by
 reason of their status or service as agents of the Company to
 the fullest extent permitted by California law and to advance
 expenses under certain circumstances, and (iii) upon a Change in
 Control, as defined in the indemnification agreement, to obtain
 an irrevocable letter of credit in an appropriate amount not
 less than $1 million to secure its obligations under the
 indemnification agreement, as set forth therein.  The foregoing
 discussion is qualified in its entirety by reference to the Form
 of Indemnification Agreement filed as exhibit 10 to the
 Company's Quarterly Report on Form 10-Q for the Quarter Ended
 June 30, 1998.
 
 Item 7.  Exemption from Registration Claimed.
 
          Not applicable.
 
 Item 8.  Exhibits.
 
          See Index to Exhibits.
 
 Item 9.  Undertakings.
 
          (a)  The undersigned Registrant hereby undertakes:
 
          (1)  To file, during any period in which offers
      or sales are being made, a post-effective amendment to
      this Registration Statement:
 
               (i)  To include any prospectus required by
           section 10(a)(3) of the Securities Act of 1933;
 
               (ii)  To reflect in the prospectus any facts
           or events arising after the effective date of the
           Registration Statement (or the most recent post-effective amendment
           thereof) which, individually or in the aggregate, represent a 
           fundamental change in the information set forth in the Regis-
           tration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of
           securities offered (if the dollar value of
           securities offered would not exceed that which
           was registered) and any deviation from the low or
           high end of the estimated maximum offering range
           may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if,
           in the aggregate, the changes in volume and price
           represent no more than a 20% change in the
           maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the
           effective Registration Statement;
 
               (iii)  To include any material information
           with respect to the plan of distribution not
           previously disclosed in the Registration State-
           ment or any material change to such information
           in the Registration Statement;
 
      provided, however, that paragraphs (a)(1)(i) and
      (a)(1)(ii) do not apply if the Registration Statement
      is on Form S-3 or Form S-8, and the information
      required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports
      filed by the Registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in the Registration
      Statement.
 
          (2)  That, for the purpose of determining any
      liability under the Securities Act of 1933, each such
      post-effective amendment shall be deemed to be a new
      Registration Statement relating to the securities
      offered therein, and the offering of such securities
      at that time shall be deemed to be the initial bona
      fide offering thereof.
 
          (3)  To remove from registration by means of a
      post-effective amendment any of the securities being
      registered which remain unsold at the termination of
      the offering.
 
          (b)  The undersigned Registrant hereby further under-
 takes that, for purposes of determining any liability under the
 Securities Act of 1933, each filing of the Registrant's annual
 report pursuant to section 13(a) or section 15(d) of the
 Securities Exchange Act of 1934 that is incorporated by
 reference in the Registration Statement shall be deemed to be a
 new Registration Statement relating to the securities offered
 therein, and the offering of such securities at that time shall
 be deemed to be the initial bona fide offering thereof.
 
          (c)  Insofar as indemnification for liabilities
 arising under the Securities Act of 1933 may be permitted to
 directors, officers and controlling persons of the Registrant
 pursuant to the foregoing provisions, or otherwise, the
 Registrant has been advised that in the opinion of the Securi-
 ties and Exchange Commission such indemnification is against
 public policy as expressed in the Act and is, therefore,
 unenforceable.  In the event that a claim for indemnification
 against such liabilities (other than the payment by the
 Registrant of expenses incurred or paid by a director, officer
 or controlling person of the Registrant in the successful
 defense of any action, suit or proceeding) is asserted by such
 director, officer or controlling person in connection with the
 securities being registered, the Registrant will, unless in the
 opinion of its counsel the matter has been settled by
 controlling precedent, submit to a court of appropriate
 jurisdiction the question whether such indemnification by it is
 against public policy as expressed in the Act and will be
 governed by the final adjudication of such issue.

                           SIGNATURES
 
          Pursuant to the requirements of the Securities Act of
 1933, the Registrant certifies that it has reasonable grounds to
 believe that it meets all of the requirements for filing on
 Form S-8, and has duly caused this Registration Statement to be
 signed on its behalf by the undersigned, thereunto duly
 authorized, in the City of Redding, State of California, on
 August 17, 1998.
 
                                     NORTH VALLEY BANCORP
 
 
 
                                  By  /s/ Martin R. Sorensen                   
                                      Martin R. Sorensen
                                          President and
                                     Chief Executive Officer
 
 
                        POWER OF ATTORNEY
 
          KNOW ALL MEN BY THESE PRESENTS, that each person whose
 signature appears below constitutes and appoints Martin R.
 Sorensen and Sharon L. Benson, and each of them, his or her true
 and lawful attorneys-in-fact and agents, each with full power of
 substitution and resubstitution, for him and in his name, place
 and stead, in any and all capacities, to sign any and all
 amendments, including post-effective amendments, to this Regis-
 tration Statement, and to file the same, with exhibits thereto
 and other documents in connection therewith, with the Securities
 and Exchange Commission granting unto said attorneys-in-fact and
 agents, and each of them, full power and authority to do and
 perform each and every act and thing requisite and necessary to
 be done, as fully to all intents and purposes as he might or
 could do in person, hereby ratifying and confirming all that
 said attorneys-in-fact and agents, or his substitute or
 substitutes, may do or cause to be done by virtue hereof.
 
          Pursuant to the requirements of the Securities Act of
 1933, this Registration Statement has been signed by the
 following persons in the capacities and on the date indicated:
 
 
 Signature                       Title                         Date
 
/s/  Martin R. Sorensen      President, Chief Executive      August 17, 1998   
Martin R. Sorensen           Officer (Principal Executive
                             Officer) and Director

/s/ Sharon L. Benson         Senior Vice President and       August 17, 1998
Sharon L. Benson             Chief Financial Officer 
                             (Principal Financial Officer
                             and Principal Accounting
                             Officer)
  
/s/ Rudy V. Balma            Chairman of the Board           August 17, 1998
Rudy V. Balma
 
/s/  William W. Cox          Director                        August 17, 1998
William W. Cox
 
/s/ Dan W. Ghidinelli        Director                        August 17, 1998    
Dan W. Ghidinelli
 
/s/ Thomas J. Ludden         Director                        August 17, 1998
Thomas J. Ludden
 
/s/ Kelly V. Pierce          Director                        August 17, 1998    
Kelly V. Pierce
 
/s/  Douglas M. Treadway     Director                        August 17, 1998
Douglas M. Treadway
 
/s/  J. M. Wells, Jr.        Director/Secretary              August 17, 1998
J. M. ("Mike") Wells, Jr.
 


                           INDEX TO EXHIBITS
 
 
 
 Exhibit    
 Number     Exhibit
 
 5.1        Opinion regarding legality of                  
            securities to be offered.
 
 23.1       Consent of                                     
            Independent Auditors.
 
 23.2       Consent of Pillsbury Madison &                
            Sutro LLP (included in Exhibit 5.1).
 
 24.1       Power of Attorney (see page 7).                
 
 99.1       North Valley Bancorp 1998 Employee Stock Incentive
            Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19868}]
{"company-data": {"conformed-name": "NORTH VALLEY BANCORP", "cik": "0000353191", "assigned-sic": "6022", "irs-number": "942751350", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61771", "film-number": "98693867"}, "business-address": {"street1": "880 E CYPRESS AVE", "city": "REDDING", "state": "CA", "zip": "96002", "phone": "9162218400"}, "mail-address": {"street1": "P O BOX 493517", "city": "REDDING", "state": "CA", "zip": "96049-3517"}}
NORTH VALLEY BANCORP
                     880 East Cypress Avenue
                    Redding, California 96002
 
 
                                   August 18, 1998
 VIA EDGAR
 
 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C. 20549
 
     Re:  North Valley Bancorp - Direct Transmission of
           Form S-8 Registration Statement
 
 Ladies and Gentlemen:
 
     On behalf of North Valley Bancorp (the "Company"), and in
 connection with the registration of 306,300 shares of Common
 Stock of the Company under the North Valley Bancorp 1998
 Employee Stock Incentive Plan, transmitted for filing with the
 Securities and Exchange Commission (the "Commission") through
 the Commission's electronic filing system ("EDGAR"), is the
 Company's registration statement on Form S-8, together with all
 exhibits.  
 
     Payment of the registration fee in the amount of $2,924.90 
 was remitted by wire transfer to the Commission's lockbox
 account (No. 910-8739) at Mellon Bank in Pittsburgh,
 Pennsylvania on August 17, 1998.  The Mellon Bank was instructed
 to note that the Company's CIK number is 0000353191, and that
 the payment related to the above-referenced Registration
 Statement.
 
     Should you have any questions concerning this filing,
 please call the undersigned at (530) 221-8400.
 
                                Very truly yours,
 
                                
                                /s/ Martin R. Sorensen
                                President & C.E.O.
 Encs.
 
 cc: Nasdaq National Market
     J.M. Wells, Jr., Esq. w/encs.
           Jonathan D. Joseph, Esq. w/encs.

     As filed with the Securities and Exchange Commission on August 18, 1998.
                                                  Registration No. 33-     
                                                                           
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933

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

               California                             94-2751350
     ______________________________         ______________________________
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

         880 East Cypress Avenue
           Redding, California                          96002
     ______________________________         ______________________________
          (Address of Principal                       (Zip Code)
           Executive Offices)

                                     
          NORTH VALLEY BANCORP 1998 EMPLOYEE STOCK INCENTIVE PLAN
                         (Full title of the plan)

                                                          
           Martin R. Sorensen                          Copy to:    
President and Chief Executive Officer           JONATHAN D. JOSEPH, ESQ.
          North Valley Bancorp              Pillsbury Madison & Sutro LLP
         880 East Cypress Avenue                    P.O. Box 7880
        Redding, California 96002             San Francisco, CA 94120
             (530) 221-8400                         (415) 983-1000
     ______________________________         ______________________________
      (Name, address and telephone           (Counsel to the Registrant)
      number, including area code,
          of agent for service)

Title of Securities To
Be Registered.............Common Stock

Amount To Be
Registered(1).............306,300 shares

Proposed Maximum
Offering Price Per
Share(2).................. $32.37

Proposed Maximum
Aggregate Offering
Price(2).................. $ 9,914,931

Amount of Registration
Fee(3).................... $ 2,924.90

    (1)  306,300 shares are being registered pursuant to the North Valley 
Bancorp 1998 Employee Stock Incentive Plan.  
    (2)  Estimated solely for the purpose of calculating the registration fee 
on the basis of the average of the high and low prices as reported on the 
Nasdaq National Market System on August 14, 1998.
    (3)  The registration fee has been calculated pursuant to Rule 457(h) of 
the Securities Act of 1933.
                             _________________
     The Registration Statement shall become effective upon filing in 
accordance with Rule 462 under the Securities Act of 1933.
                                                                           
 
                            PART I
      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
 Item 1.  Plan Information.*
 
 Item 2.  Registrant Information and Employee Plan Annual
           Information.*
 
 *   Information required by Part I to be contained in the
      Section 10(a) prospectus is omitted from the Registration
      Statement in accordance with Rule 428 under the Securities
      Act of 1933 and the Note to Part I of Form S-8.
 
 
                             PART II
 
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3.  Incorporation of Certain Documents by Reference.
 
          The following documents filed by Registrant with the
 Securities and Exchange Commission are incorporated by reference
 in this Registration Statement:
 
          (1)  The Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1997.
 
          (2)  The Registrant's Quarterly Reports on Form 10-Q
      for the quarters ended March 31, 1998 and June 30, 1998.
 
          (3)  The information with regard to the
      Registrant's capital stock contained in a registration
      statement filed with the Commission pursuant to
      section 12 of the Securities Exchange Act of 1934,
      including any subsequent amendment or report filed for
      the purpose of updating such information.
 
          In addition, all documents subsequently filed by
 Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
 the Securities Exchange Act of 1934, prior to the filing of a
 post-effective amendment which indicates that all securities
 offered have been sold or which deregisters all securities then
 remaining unsold, shall be deemed to be incorporated by
 reference in this Registration Statement and to be a part hereof
 from the date of filing of such documents.
 
 Item 4.  Description of Securities.
 
          Not applicable.
 
 Item 5.  Interests of Named Experts and Counsel.
 
          Not applicable.
 
 Item 6.  Indemnification of Directors and Officers.
 
     Section 317 of the California Corporations Code authorizes
 a court to award, or a corporation's Board of Directors to
 grant, indemnity to directors, officers, employees and other
 agents of the corporation in terms sufficiently broad to permit
 such indemnification under certain circumstances for liabilities
 (including reimbursement for expenses incurred) arising under
 the Securities Act of 1933, as amended (the "Act").
 
     Article Fifth of the Company's Amended and Restated
 Articles of Incorporation provides for indemnification of
 directors and officers of the Company to the extent permitted by
 Section 317(b) and (c) of the California Corporations Code and
 for the advancement of expenses to directors and officers of the
 Company in all circumstances in which such advancement is
 permitted by Section 317(f) of the California Corporations Code,
 subject to the applicable limits set forth in Section 204 of the
 California Corporations Code with respect to actions for breach
 of duty to the Company and its shareholders.  In addition,
 Article Fifth authorizes the Company to indemnify agents (as
 defined in Section 317 of the California Corporations Code),
 through bylaw provisions, agreements, votes of shareholders or
 disinterested directors or otherwise, in excess of the
 indemnification otherwise permitted by Section 317 of the
 California Corporations Code, to the fullest extent permissible
 under California law.  Article Fifth also authorizes the Company
 to provide insurance for agents in accordance with and subject
 to the provisions of Section 317(i) of the California
 Corporations Code.  The foregoing discussion is qualified in its
 entirety by reference to the Company's Amended and Restated
 Articles of Incorporation, filed as exhibit 3(i) to the
 Company's Quarterly Report on Form 10-Q for the Quarter Ended
 June 30, 1998.
 
     Section 47 of the Company's By-laws, as amended, provides
 for mandatory indemnification of directors and officers in
 excess of indemnification otherwise permitted by Section 317 of
 the California Corporations Code, subject to the applicable
 limits set forth in Section 204 of the California Corporations
 Code with respect to actions for breach of duty to the Company
 and its shareholders and subject further to any express
 prohibitions in Section 317 of the California Corporations Code
 or any determination by a court of competent jurisdiction that
 any indemnification provided under Section 47 of the By-laws is
 unlawful.  Section 47 of the Company's By-laws, as amended,
 provides for indemnification of employees and agents, subject to
 the terms of any agreement between the Company and such person,
 to the fullest extent permitted by California law and the
 Company's Articles of Incorporation.  Section 47 of the
 Company's By-laws, as amended, also provides that the Company
 shall maintain insurance (to the extent reasonably available) to
 protect itself and any director, officer, employee or agent
 against any expense, liability or loss and allows the Company to
 enter into indemnity agreements with any director, officer,
 employee or agent providing for indemnification to the fullest
 extent permissible under the law and the Company's Articles of
 Incorporation.  The foregoing discussion is qualified in its
 entirety by reference to the Company's By-laws, as amended,
 filed as exhibit 3(ii) to the Company's Quarterly Report on Form
 10-Q for the Quarter Ended June 30, 1998.
 
     The Company maintains a directors and officers liability
 insurance policy that indemnifies the Company's directors and
 officers against certain losses in connection with claims made
 against them for certain wrongful acts.  
 
     In addition, the Company has entered into separate indem-
 nification agreements with all of its directors and executive
 officers that require the Company, among other things, (i) to
 maintain, under certain circumstances, directors' and officers'
 insurance in favor of such individuals, (ii) to mandatorily
 indemnify them against certain liabilities that may arise by
 reason of their status or service as agents of the Company to
 the fullest extent permitted by California law and to advance
 expenses under certain circumstances, and (iii) upon a Change in
 Control, as defined in the indemnification agreement, to obtain
 an irrevocable letter of credit in an appropriate amount not
 less than $1 million to secure its obligations under the
 indemnification agreement, as set forth therein.  The foregoing
 discussion is qualified in its entirety by reference to the Form
 of Indemnification Agreement filed as exhibit 10 to the
 Company's Quarterly Report on Form 10-Q for the Quarter Ended
 June 30, 1998.
 
 Item 7.  Exemption from Registration Claimed.
 
          Not applicable.
 
 Item 8.  Exhibits.
 
          See Index to Exhibits.
 
 Item 9.  Undertakings.
 
          (a)  The undersigned Registrant hereby undertakes:
 
          (1)  To file, during any period in which offers
      or sales are being made, a post-effective amendment to
      this Registration Statement:
 
               (i)  To include any prospectus required by
           section 10(a)(3) of the Securities Act of 1933;
 
               (ii)  To reflect in the prospectus any facts
           or events arising after the effective date of the
           Registration Statement (or the most recent post-effective amendment
           thereof) which, individually or in the aggregate, represent a 
           fundamental change in the information set forth in the Regis-
           tration Statement.  Notwithstanding the
           foregoing, any increase or decrease in volume of
           securities offered (if the dollar value of
           securities offered would not exceed that which
           was registered) and any deviation from the low or
           high end of the estimated maximum offering range
           may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if,
           in the aggregate, the changes in volume and price
           represent no more than a 20% change in the
           maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the
           effective Registration Statement;
 
               (iii)  To include any material information
           with respect to the plan of distribution not
           previously disclosed in the Registration State-
           ment or any material change to such information
           in the Registration Statement;
 
      provided, however, that paragraphs (a)(1)(i) and
      (a)(1)(ii) do not apply if the Registration Statement
      is on Form S-3 or Form S-8, and the information
      required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports
      filed by the Registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in the Registration
      Statement.
 
          (2)  That, for the purpose of determining any
      liability under the Securities Act of 1933, each such
      post-effective amendment shall be deemed to be a new
      Registration Statement relating to the securities
      offered therein, and the offering of such securities
      at that time shall be deemed to be the initial bona
      fide offering thereof.
 
          (3)  To remove from registration by means of a
      post-effective amendment any of the securities being
      registered which remain unsold at the termination of
      the offering.
 
          (b)  The undersigned Registrant hereby further under-
 takes that, for purposes of determining any liability under the
 Securities Act of 1933, each filing of the Registrant's annual
 report pursuant to section 13(a) or section 15(d) of the
 Securities Exchange Act of 1934 that is incorporated by
 reference in the Registration Statement shall be deemed to be a
 new Registration Statement relating to the securities offered
 therein, and the offering of such securities at that time shall
 be deemed to be the initial bona fide offering thereof.
 
          (c)  Insofar as indemnification for liabilities
 arising under the Securities Act of 1933 may be permitted to
 directors, officers and controlling persons of the Registrant
 pursuant to the foregoing provisions, or otherwise, the
 Registrant has been advised that in the opinion of the Securi-
 ties and Exchange Commission such indemnification is against
 public policy as expressed in the Act and is, therefore,
 unenforceable.  In the event that a claim for indemnification
 against such liabilities (other than the payment by the
 Registrant of expenses incurred or paid by a director, officer
 or controlling person of the Registrant in the successful
 defense of any action, suit or proceeding) is asserted by such
 director, officer or controlling person in connection with the
 securities being registered, the Registrant will, unless in the
 opinion of its counsel the matter has been settled by
 controlling precedent, submit to a court of appropriate
 jurisdiction the question whether such indemnification by it is
 against public policy as expressed in the Act and will be
 governed by the final adjudication of such issue.

                           SIGNATURES
 
          Pursuant to the requirements of the Securities Act of
 1933, the Registrant certifies that it has reasonable grounds to
 believe that it meets all of the requirements for filing on
 Form S-8, and has duly caused this Registration Statement to be
 signed on its behalf by the undersigned, thereunto duly
 authorized, in the City of Redding, State of California, on
 August 17, 1998.
 
                                     NORTH VALLEY BANCORP
 
 
 
                                  By  /s/ Martin R. Sorensen                   
                                      Martin R. Sorensen
                                          President and
                                     Chief Executive Officer
 
 
                        POWER OF ATTORNEY
 
          KNOW ALL MEN BY THESE PRESENTS, that each person whose
 signature appears below constitutes and appoints Martin R.
 Sorensen and Sharon L. Benson, and each of them, his or her true
 and lawful attorneys-in-fact and agents, each with full power of
 substitution and resubstitution, for him and in his name, place
 and stead, in any and all capacities, to sign any and all
 amendments, including post-effective amendments, to this Regis-
 tration Statement, and to file the same, with exhibits thereto
 and other documents in connection therewith, with the Securities
 and Exchange Commission granting unto said attorneys-in-fact and
 agents, and each of them, full power and authority to do and
 perform each and every act and thing requisite and necessary to
 be done, as fully to all intents and purposes as he might or
 could do in person, hereby ratifying and confirming all that
 said attorneys-in-fact and agents, or his substitute or
 substitutes, may do or cause to be done by virtue hereof.
 
          Pursuant to the requirements of the Securities Act of
 1933, this Registration Statement has been signed by the
 following persons in the capacities and on the date indicated:
 
 
 Signature                       Title                         Date
 
/s/  Martin R. Sorensen      President, Chief Executive      August 17, 1998   
Martin R. Sorensen           Officer (Principal Executive
                             Officer) and Director

/s/ Sharon L. Benson         Senior Vice President and       August 17, 1998
Sharon L. Benson             Chief Financial Officer 
                             (Principal Financial Officer
                             and Principal Accounting
                             Officer)
  
/s/ Rudy V. Balma            Chairman of the Board           August 17, 1998
Rudy V. Balma
 
/s/  William W. Cox          Director                        August 17, 1998
William W. Cox
 
/s/ Dan W. Ghidinelli        Director                        August 17, 1998    
Dan W. Ghidinelli
 
/s/ Thomas J. Ludden         Director                        August 17, 1998
Thomas J. Ludden
 
/s/ Kelly V. Pierce          Director                        August 17, 1998    
Kelly V. Pierce
 
/s/  Douglas M. Treadway     Director                        August 17, 1998
Douglas M. Treadway
 
/s/  J. M. Wells, Jr.        Director/Secretary              August 17, 1998
J. M. ("Mike") Wells, Jr.
 

                           INDEX TO EXHIBITS
 
 
 
 Exhibit    
 Number     Exhibit
 
 5.1        Opinion regarding legality of                  
            securities to be offered.
 
 23.1       Consent of                                     
            Independent Auditors.
 
 23.2       Consent of Pillsbury Madison &                
            Sutro LLP (included in Exhibit 5.1).
 
 24.1       Power of Attorney (see page 7).                
 
 99.1       North Valley Bancorp 1998 Employee Stock Incentive
            Plan.