Registration No. 333-
      As Filed with the Securities and Exchange Commission on June 7, 2002
  ==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                                NORTH BAY BANCORP
             (Exact Name of Registrant as Specified in its Charter)

                CALIFORNIA                                68-0434802
      (State or Other Jurisdiction of                  (I.R.S. Employer
      Incorporation or Organization)                   Identification No.)

                    1500 Soscol Avenue, Napa California 94558
                    (Address of Principal Executive Offices)

                    NORTH BAY BANCORP 2002 STOCK OPTION PLAN
                            (Full Title of the Plan)

            TERRY L. ROBINSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    1500 Soscol Avenue, Napa California 94559
                     (Name and Address of Agent for Service)

                                 (707) 257-8585
          (Telephone Number, including Area Code, of Agent for Service)

                                    Copy to:
                               R. Brent Faye, Esq.
                                Nixon Peabody LLP
       Two Embarcadero Center, Suite 2700, San Francisco, California 94111
                                 (415) 984-8200

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=========================== ======================== ======================== ======================== ========================
  Title of Each Class Of         Amount To Be           Proposed Maximum         Proposed Maximum      Amount of Registration
     Securities To Be            Registered(a)         Offering Price Per       Aggregate Offering               Fee
        Registered                                          Share(b)                 Price(b)
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S>                             <C>                          <C>                  <C>                         <C>
       Common stock             587,229 Shares               $26.00               $15,267,954.00              $1,472.00
      (No Par Value)
=========================== ======================== ======================== ======================== ========================
</TABLE>

(a)  The number of shares being registered consists of stock options to purchase
     277,486  shares of common stock and 277,486 share of common stock  issuable
     under the North Bay Bancorp  2002 Stock  Option  Plan upon the  exercise of
     those stock options,  including  stock options to purchase 42,486 shares of
     common  stock and 42,486 share of common stock  issuable  upon  exercise of
     those  option  under the North Bay Bancorp  Stock Option Plan which will be
     assumed under the 2002 Stock Option Plan.  Also  includes  stock options to
     purchase  309,743  shares  of  common  stock  and  309,743  share of common
     issuable  upon exercise of those  options  outstanding  under the North Bay
     Bancorp  Stock  Option  Plan,  which  will be  assumed  under the North Bay
     Bancorp 2002 Stock Option Plan if such outstanding  options are canceled or
     otherwise terminated.

(b)  Estimated  pursuant to Rule 457(h)  solely for the purpose of computing the
     registration  fee,  utilizing  $26.00 as the  average  of the bid and asked
     price of North Bay Bancorp's Common Stock as of June 4, 2002.

================================================================================

<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

NorthBay  Bancorp  (the  "Registrant"  or  "North  Bay")  will  send or give the
documents  containing  the  information   specified  in  this  Item  I  to  each
participant  as specified by Rule  428(b)(1).  In accordance  with the rules and
regulations of the Securities and Exchange  Commission and the  instructions  to
Form S-8, North Bay Bancorp is not filing such documents with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  Registrant  will  send or give the  documents  containing  the  information
specified  in Item 2 to each  participant  as specified  by Rule  428(b)(1).  In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  and the  instructions  to Form S-8,  North Bay Bancorp is not filing
such documents with the  Securities  and Exchange  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424 of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

North Bay Bancorp hereby  incorporates by reference the documents  listed below.
All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act")
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 herein and to
be a part hereof from the date of filing such documents.

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2001.

(b)  The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 2002.

(c)  All other documents  filed by the Registrant  pursuant to Sections 13(a) or
     15(d) of the Exchange  Act,  since  December 31, 2001,  to the date of this
     filing.

(c)  Although Registrant's common stock is registered under Section 12(g) of the
     Exchange  Act,  there is no  document,  as  listed in Item 3(c) of Form S-8
     describing Registrant's common stock. Accordingly,  Registrant incorporates
     by reference the  description of its common stock set forth in Registration
     Statement No. 333-93537 filed with the Securities Exchange Commission under
     the Securities Act of 1933, as amended.

Any  statement  contained  herein or in any document  incorporated  by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that another statement contained herein or
in any  other  document  subsequently  filed,  which  also  is  incorporated  by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


                                      -2-
<PAGE>

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.

Article VI of the  Articles of  Incorporation  of North Bay Bancorp  provide for
indemnification of agents including directors,  officers and employees,  through
bylaws,  agreements with agents, vote of shareholders or disinterested directors
or otherwise,  in excess of the  indemnification  otherwise permitted by Section
317 of the California  Corporations  Code, subject only to the applicable limits
set forth in Section  204 of the  California  Corporations  Code.  Article V. of
North Bay's Articles further provides for the elimination of director  liability
for monetary damages to the maximum extent allowed by California law.

Section 48 of North Bay's Bylaws  provides  that North Bay shall  indemnify  its
"agents", as defined in Section 317 of the California  Corporations Code, to the
full extent  permitted  by said  Section,  as amended  from time to time,  or as
permitted by any successor statute to said Section.

North Bay maintains  insurance  covering its  directors,  officers and employees
against any liability  asserted against any of them and incurred by any of them,
whether or not North Bay would have the power to  indemnify  them  against  such
liability  under the  provisions  of applicable  law or the  provisions of North
Bay's Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

5.1  Opinion re: Legality

23.1 Consent of Counsel is included  with the opinion re legality as Exhibit 5.1
     to the Registration Statement.

23.2 Consent of Arthur Andersen LLP as independent  public accountants for North
     Bay Bancorp is not included pursuant to SEC Rule 437a.

24   Power of attorney

99.1 North Bay Bancorp 2002 Stock Option Plan and related agreements


                                      -3-
<PAGE>


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 Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (1)(i) and (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 with or furnished to the Commission 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  undertakes  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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

(h) 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 Securities  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.


                                      -4-
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized in the City of Napa, State of California,
on May 28 , 2002.

                          NORTH BAY BANCORP

                           /s/  Terry L. Robinson
                          ------------------------------------------------------
                          Terry L. Robinson, President & Chief Executive Officer

<TABLE>
<CAPTION>
Signature                                           Title                                           Date
---------                                           -----                                           ----
<S>                                                  <C>                                <C>
                                                     Director                           May 28, 2002
----------------------------------------------------
Thomas N. Gavin


 /s/ David B. Gaw                                    Director                           May 28, 2002
----------------------------------------------------
David B. Gaw



                                                     Director                           May 28, 2002
----------------------------------------------------
Fred J. Hearn Jr.


 /s/ Conrad W. Hewitt                                Director                           May 28, 2002
----------------------------------------------------
Conrad W. Hewitt


/s/ Harlan R. Kurtz                                  Director                           May 28, 2002
----------------------------------------------------
Harlan R. Kurtz


/s/ Richard S. Long                                  Director                           May 28, 2002
----------------------------------------------------
Richard S. Long


 /s/ Thomas H. Lowenstein                            Director                           May 28, 2002
----------------------------------------------------
Thomas H. Lowenstein

 /s/ Thomas F. Malloy                                Director and                       May 28, 2002
---------------------------------------------------- Chairman of the Board
Thomas F. Malloy


 /s/ Terry L. Robinson                               President, Chief                   May 28, 2002
---------------------------------------------------- Executive Officer and Director
Terry L. Robinson                                    (Principal Executive Officer)


 /s/ James E. Tidgewell                              Director                           May 28, 2002
----------------------------------------------------
James E. Tidgewell

 /s/ Lee-Ann Cimino                                  Sr. Vice President                 May 28, 2002
---------------------------------------------------- Chief Financial Officer
Lee-Ann Cimino                                       (Principal Financial Officer)
</TABLE>


                                       -5-
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number   Description
------   -----------
5.1       Opinion re:  Legality


23.1      Consent  of Counsel is  included  with the  opinion  re:  legality  as
          Exhibit 5.1 to the Registration Statement.

23.2      Consent of Arthur  Andersen LLP as independent  accountants  for North
          Bay Bancorp is not included pursuant to SEC Rule 437a.

24        Power of attorney

99.1      North Bay Bancorp 2002 Stock Option Plan and related agreements


                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "p15565_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17152}]
{"company-data": {"conformed-name": "NORTH BAY BANCORP/CA", "cik": "0001102595", "assigned-sic": "6021", "irs-number": "680434802", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90006", "film-number": "02673056"}, "business-address": {"street1": "1500 SOSCOL AVE", "city": "NAPA", "state": "CA", "zip": "94559", "phone": "7072578500"}, "mail-address": {"street1": "1500 SOSCOL AVE", "city": "NAPA", "state": "CA", "zip": "94559"}}
Registration No. 333-
      As Filed with the Securities and Exchange Commission on June 7, 2002
  ==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                                NORTH BAY BANCORP
             (Exact Name of Registrant as Specified in its Charter)

                CALIFORNIA                                68-0434802
      (State or Other Jurisdiction of                  (I.R.S. Employer
      Incorporation or Organization)                   Identification No.)

                    1500 Soscol Avenue, Napa California 94558
                    (Address of Principal Executive Offices)

                    NORTH BAY BANCORP 2002 STOCK OPTION PLAN
                            (Full Title of the Plan)

            TERRY L. ROBINSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    1500 Soscol Avenue, Napa California 94559
                     (Name and Address of Agent for Service)

                                 (707) 257-8585
          (Telephone Number, including Area Code, of Agent for Service)

                                    Copy to:
                               R. Brent Faye, Esq.
                                Nixon Peabody LLP
       Two Embarcadero Center, Suite 2700, San Francisco, California 94111
                                 (415) 984-8200
CALCULATION OF REGISTRATION FEE

=========================== ======================== ======================== ======================== ========================
  Title of Each Class Of         Amount To Be           Proposed Maximum         Proposed Maximum      Amount of Registration
     Securities To Be            Registered(a)         Offering Price Per       Aggregate Offering               Fee
        Registered                                          Share(b)                 Price(b)
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common stock             587,229 Shares               $26.00               $15,267,954.00              $1,472.00
      (No Par Value)
=========================== ======================== ======================== ======================== ========================
(a)  The number of shares being registered consists of stock options to purchase
     277,486  shares of common stock and 277,486 share of common stock  issuable
     under the North Bay Bancorp  2002 Stock  Option  Plan upon the  exercise of
     those stock options,  including  stock options to purchase 42,486 shares of
     common  stock and 42,486 share of common stock  issuable  upon  exercise of
     those  option  under the North Bay Bancorp  Stock Option Plan which will be
     assumed under the 2002 Stock Option Plan.  Also  includes  stock options to
     purchase  309,743  shares  of  common  stock  and  309,743  share of common
     issuable  upon exercise of those  options  outstanding  under the North Bay
     Bancorp  Stock  Option  Plan,  which  will be  assumed  under the North Bay
     Bancorp 2002 Stock Option Plan if such outstanding  options are canceled or
     otherwise terminated.

(b)  Estimated  pursuant to Rule 457(h)  solely for the purpose of computing the
     registration  fee,  utilizing  $26.00 as the  average  of the bid and asked
     price of North Bay Bancorp's Common Stock as of June 4, 2002.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

NorthBay  Bancorp  (the  "Registrant"  or  "North  Bay")  will  send or give the
documents  containing  the  information   specified  in  this  Item  I  to  each
participant  as specified by Rule  428(b)(1).  In accordance  with the rules and
regulations of the Securities and Exchange  Commission and the  instructions  to
Form S-8, North Bay Bancorp is not filing such documents with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses  or prospectus  supplements  pursuant to Rule 424 of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  Registrant  will  send or give the  documents  containing  the  information
specified  in Item 2 to each  participant  as specified  by Rule  428(b)(1).  In
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  and the  instructions  to Form S-8,  North Bay Bancorp is not filing
such documents with the  Securities  and Exchange  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424 of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

North Bay Bancorp hereby  incorporates by reference the documents  listed below.
All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act")
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 herein and to
be a part hereof from the date of filing such documents.

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2001.

(b)  The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
     31, 2002.

(c)  All other documents  filed by the Registrant  pursuant to Sections 13(a) or
     15(d) of the Exchange  Act,  since  December 31, 2001,  to the date of this
     filing.

(c)  Although Registrant's common stock is registered under Section 12(g) of the
     Exchange  Act,  there is no  document,  as  listed in Item 3(c) of Form S-8
     describing Registrant's common stock. Accordingly,  Registrant incorporates
     by reference the  description of its common stock set forth in Registration
     Statement No. 333-93537 filed with the Securities Exchange Commission under
     the Securities Act of 1933, as amended.

Any  statement  contained  herein or in any document  incorporated  by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that another statement contained herein or
in any  other  document  subsequently  filed,  which  also  is  incorporated  by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                      -2-
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.

Article VI of the  Articles of  Incorporation  of North Bay Bancorp  provide for
indemnification of agents including directors,  officers and employees,  through
bylaws,  agreements with agents, vote of shareholders or disinterested directors
or otherwise,  in excess of the  indemnification  otherwise permitted by Section
317 of the California  Corporations  Code, subject only to the applicable limits
set forth in Section  204 of the  California  Corporations  Code.  Article V. of
North Bay's Articles further provides for the elimination of director  liability
for monetary damages to the maximum extent allowed by California law.

Section 48 of North Bay's Bylaws  provides  that North Bay shall  indemnify  its
"agents", as defined in Section 317 of the California  Corporations Code, to the
full extent  permitted  by said  Section,  as amended  from time to time,  or as
permitted by any successor statute to said Section.

North Bay maintains  insurance  covering its  directors,  officers and employees
against any liability  asserted against any of them and incurred by any of them,
whether or not North Bay would have the power to  indemnify  them  against  such
liability  under the  provisions  of applicable  law or the  provisions of North
Bay's Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

5.1  Opinion re: Legality

23.1 Consent of Counsel is included  with the opinion re legality as Exhibit 5.1
     to the Registration Statement.

23.2 Consent of Arthur Andersen LLP as independent  public accountants for North
     Bay Bancorp is not included pursuant to SEC Rule 437a.

24   Power of attorney

99.1 North Bay Bancorp 2002 Stock Option Plan and related agreements

                                      -3-
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 Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (1)(i) and (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 with or furnished to the Commission 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  undertakes  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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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

(h) 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 Securities  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.

                                      -4-
SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized in the City of Napa, State of California,
on May 28 , 2002.

                          NORTH BAY BANCORP

                           /s/  Terry L. Robinson
                          ------------------------------------------------------
                          Terry L. Robinson, President & Chief Executive Officer
Signature                                           Title                                           Date
---------                                           -----                                           ----
Director                           May 28, 2002
----------------------------------------------------
Thomas N. Gavin

 /s/ David B. Gaw                                    Director                           May 28, 2002
----------------------------------------------------
David B. Gaw

                                                     Director                           May 28, 2002
----------------------------------------------------
Fred J. Hearn Jr.

 /s/ Conrad W. Hewitt                                Director                           May 28, 2002
----------------------------------------------------
Conrad W. Hewitt

/s/ Harlan R. Kurtz                                  Director                           May 28, 2002
----------------------------------------------------
Harlan R. Kurtz

/s/ Richard S. Long                                  Director                           May 28, 2002
----------------------------------------------------
Richard S. Long

 /s/ Thomas H. Lowenstein                            Director                           May 28, 2002
----------------------------------------------------
Thomas H. Lowenstein

 /s/ Thomas F. Malloy                                Director and                       May 28, 2002
---------------------------------------------------- Chairman of the Board
Thomas F. Malloy

 /s/ Terry L. Robinson                               President, Chief                   May 28, 2002
---------------------------------------------------- Executive Officer and Director
Terry L. Robinson                                    (Principal Executive Officer)

 /s/ James E. Tidgewell                              Director                           May 28, 2002
----------------------------------------------------
James E. Tidgewell

 /s/ Lee-Ann Cimino                                  Sr. Vice President                 May 28, 2002
---------------------------------------------------- Chief Financial Officer
Lee-Ann Cimino                                       (Principal Financial Officer)
-5-
EXHIBIT INDEX

Exhibit
Number   Description
------   -----------
5.1       Opinion re:  Legality

23.1      Consent  of Counsel is  included  with the  opinion  re:  legality  as
          Exhibit 5.1 to the Registration Statement.

23.2      Consent of Arthur  Andersen LLP as independent  accountants  for North
          Bay Bancorp is not included pursuant to SEC Rule 437a.

24        Power of attorney

99.1      North Bay Bancorp 2002 Stock Option Plan and related agreements

                                      -6-