Registration No. 333-__________
    As Filed with the Securities and Exchange Commission on December __, 1999
================================================================================

                       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                       (I.R.S. Employer
 of Incorporation or Organization)                   Identification No.)

                   1500 SOSCOL AVENUE, NAPA, CALIFORNIA 94558
                    (Address of Principal Executive Offices)


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

            TERRY L. ROBINSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    1500 SOSCOL AVENUE, NAPA CALIFORNIA 94558
                     (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.
                              Lillick & Charles LLP
       Two Embarcadero Center, Suite 2700, San Francisco, California 94111
                                 (415) 984-8200

<TABLE>
                         CALCULATION OF REGISTRATION FEE

=========================== ======================== ======================= ====================== ======================
<CAPTION>
  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             337,211 Shares              $24.82               $8,368,139.84            $2,326.34
      (No Par Value)
=========================== ======================== ======================= ====================== ======================
<FN>
(a) The number of shares being registered is the number of shares issuable under
the Plan.
(b)  Estimated  pursuant to Rule 457(h)  solely for the purpose of computing the
registration fee,  utilizing $24.82 as the average of the bid and asked price of
North Bay Bancorp's common stock as of December 20, 1999.
</FN>
</TABLE>
================================================================================


<PAGE>


                                     PART I


                     INFORMATION REQUESTED IN THE PROSPECTUS


ITEM 1.  PLAN INFORMATION.


North  Bay  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  Current  Report  on Form 8-K  reporting  events  as of
       November 1, 1999 and filed with the  Securities  Exchange  Commission  on
       November 29, 1999  registering  Registrants'  Common Stock under  Section
       12(g) of the Exchange Act.

(b)    The Vintage Bank's 1998 Annual Report to Shareholders.

(c)    All other documents filed by the Registrant pursuant to Sections 13(a) or
       15(d) of the Exchange Act,  since  December 31, 1998, to the date of this
       filing.


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.


<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.


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, a description of Registrant's
common stock follows:


General


North Bay  currently has an authorized  capitalization  of 10,000,000  shares of
common stock and 500,000 shares of preferred stock. Of these authorized  capital
shares,  1,536,568  shares of common stock and no shares of preferred  stock are
currently  issued and outstanding.  An additional  337,211 shares of North Bay's
common  stock is reserved  for issuance  pursuant to North Bay  Bancorp's  Stock
Option Plan.


Common Stock


The balance of North Bay 's  authorized  common  stock will be  available  to be
issued when and as the Board of Directors of North Bay  determines  it advisable
to do so.  Common  shares could be issued for the purpose of raising  additional
capital,  in connection with acquisitions or formation of other  businesses,  or
for other  appropriate  purposes.  The Board of  Directors  of North Bay has the
authority  to issue  common  shares  to the  extent  of the  present  number  of
authorized  unissued shares,  without obtaining the approval of existing holders
of common shares.  If additional  shares of North Bay 's Common Stock were to be
issued,  the existing  holders of North Bay shares  would own a  proportionately
smaller portion of the total number of issued and outstanding common shares.


Dividend Rights


The  shareholders  of North Bay are  entitled to receive  dividends  when and as
declared by its Board of Directors  out of funds legally  available,  subject to
the  restrictions  set forth in the  California  General  Corporation  Law.  The
Corporation  Law provides  that a  corporation  may make a  distribution  to its
shareholders if the corporation's retained earnings equal at least the amount of
the proposed  distribution.  The Corporation  Law further  provides that, in the
event that  sufficient  retained  earnings  are not  available  for the proposed
distribution,  a  corporation  may  nevertheless  make  a  distribution  to  its
shareholders if it meets two conditions, which generally stated are as follows:

o    the corporation's assets equal at least 1 1/4 times its liabilities, and

o    the corporation's current assets equal at least its current liabilities or,
     if the average of the  corporation's  earnings  before  taxes on income and
     before  interest  expense for the two preceding  fiscal years was less than
     the average of the  corporation's  interest  expense for such fiscal years,
     then the  corporation's  current assets must equal at least 1 1/4 times its
     current liabilities.


It is contemplated  that North Bay will pay cash and stock dividends  subject to
the  restrictions on payment of cash dividends as described  above, the earnings
of North Bay,  management's  assessment of the future capital  needs,  and other
factors. Initially, the funds for payment of dividends and expenses of North Bay
are expected to be obtained from dividends paid by its wholly-owned  subsidiary,
The Vintage Bank.


Voting Rights


All voting  rights with  respect to North Bay are vested in the holders of North
Bay 's common stock.

                                      -3-
<PAGE>


Holders of North Bay common  stock are  entitled to one vote for each share held
except that in the election of directors each shareholder has cumulative  voting
rights and is entitled to as many votes as shall equal the number of shares held
by such shareholder multiplied by the number of directors to be elected and such
shareholder  may cast all his or her votes for a single  candidate or distribute
such votes among any or all of the  candidates  he or she chooses.  However,  no
shareholder  shall be entitled to cumulate  votes (in other words,  cast for any
candidate a number of votes  greater  than the number of shares of stock held by
such shareholder) unless such candidate or candidates' names have been placed in
nomination  prior to the  voting  and the  shareholder  has given  notice at the
meeting prior to the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination.

Preemptive Rights

Shareholders of North Bay common stock have no preemptive rights.  Also there no
applicable conversion rights, redemption rights or sinking fund provisions.

Liquidation Rights

Upon liquidation of North Bay the shareholders of North Bay 's common stock have
the  right  to  receive  their  pro  rata  portion  of the  assets  of the  Bank
distributable to  shareholders.  This is subject,  however,  to the preferential
rights, if any, of the holders of any outstanding senior  securities.  Presently
there are no senior securities outstanding.

Preferred Stock

North Bay is authorized to issue 500,000 shares of preferred stock. The Board of
Directors has the authority to establish  preferred  stock in one or more series
and to fix the dividend rights (including  sinking fund provisions),  redemption
price  or  prices,  and  liquidation  preferences,  and  the  number  of  shares
constituting any series or the designation of such series.  Holders of preferred
stock will not be held individually responsible, as such holders, for any debts,
contracts or engagements of North Bay, and will not be liable for assessments to
correct  impairments  of the  contributed  capital  of  North  Bay.  Holders  of
preferred  stock,  when and if issued,  may  become  senior to holders of common
stock  as to  dividend,  voting,  liquidation  or  other  rights.  The  Board of
Directors has no present intention to issue shares of preferred stock.


Provisions of Articles of Incorporation

Certain  provisions  of the  Articles  and the  Bylaws of North Bay may have the
effect of delaying,  deferring or preventing a change in control of North Bay in
certain circumstances.  Certain of these provisions,  which do not contemplate a
specific  or  particular  attempt to gain  control of North Bay,  are  described
below. The Articles of  Incorporation  and the Bylaws are available upon request
of North Bay.  The  following  discussion  is  qualified  in its entirety by the
specific provisions of each.

Consideration of Factors Other Than Price

North Bay ?s Articles of  Incorporation  provide that,  in  connection  with the
exercise of its judgment in  determining  what is in the best  interest of North
Bay and of the  shareholders,  when  evaluating  a  "Business  Combination  or a
proposal by another person or persons to make a business combination or a tender
or exchange  offer,  the Board of Directors  of North Bay shall,  in addition to
considering  the adequacy of the amount to be paid in  connection  with any such
transaction,  consider all of the following  factors and any other factors which
it may deem relevant:

o    The social and  economic  effects of the  transaction  on North Bay and its
     subsidiaries,  employees,  depositors, loan and other customers, creditors,
     and  other  elements  of  the  communities  in  which  North  Bay  and  its
     subsidiaries operate or are located;

                                      -4-
<PAGE>

o    The business and financial condition and earning prospects of the acquiring
     person or persons,  including,  but not limited to, debt  service and other
     existing  financial  obligations,  financial  obligations to be incurred in
     connection with the acquisition and other likely  financial  obligations of
     the acquiring person or persons,  and the possible effect of such condition
     upon  North  Bay  and  its  subsidiaries  and  the  other  elements  of the
     communities in which North Bay and its subsidiaries operate or are located;

o    The competence, experience and integrity of the acquiring person or persons
     and its or their management;

o    Whether the proposed transaction might violate federal or state law; and

o    Not only the  consideration  being  offered in a proposed  transaction  and
     related to the current  market price for the  outstanding  capital stock of
     North Bay but also to the market  price for the capital  stock of North Bay
     over a period of years,  the  estimated  price that might be  achieved in a
     negotiated  sale of North Bay as a whole or in part, and North Bay's future
     value as an independent entity.

This provision could, under certain circumstances, permit the Board of Directors
to  disapprove a tender offer or other  business  combination  transaction  that
might otherwise be beneficial to the shareholders of North Bay,  particularly if
such a transaction  would have a strong adverse impact on the employees of North
Bay or the communities in which North Bay has operations.

Issuance of Additional Securities

The Articles of  Incorporation  permit the Board of Directors to issue shares of
preferred  stock  without the prior  approval of the holders of North Bay common
stock.  The issuance of preferred stock or such other securities as permitted by
the  Articles  of  Incorporation  at some  future  date may have the  effect  of
delaying, deferring or preventing a change in control of North Bay.

Approval of Certain Business Combinations

The Articles of Incorporation provide that certain business combinations must be
approved  by holders of  66-2/3% of the  outstanding  shares of North Bay common
stock, unless approved by a majority of disinterested directors, certain minimum
price requirements are met, or state regulatory  authorities having jurisdiction
over the matter have  approved the fairness of the  proposed  transaction.  This
provision can only be amended or repealed by the affirmative vote of the holders
of 66-2/3% of the outstanding shares of North Bay common stock.


Restrictions on Resales by Affiliates

North Bay's common stock issuable in this offering has been registered under the
Securities Act of 1933, as amended, but this registration does not cover resales
of  shares  acquired  by  any  North  Bay  shareholder  who is  deemed  to be an
"affiliate" of North Bay, that is one who directly or indirectly  through one or
more intermediaries controls or is controlled by or is under common control with
North Bay.  Affiliates  may not sell the shares except  pursuant to an effective
registration statement under the Securities Act or pursuant to an exemption from
the registration requirements of the Securities Act.

                                      -5-
<PAGE>


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

13     The Vintage Bank 1998 Annual Report to Shareholders

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 and The Vintage Bank.

24     Power of attorney

99.1   North Bay Bancorp Stock Option Plan

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;

                                      -6-
<PAGE>


         (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.

                                      -7-
<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 December 21, 1999.


                                            NORTH BAY BANCORP


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


<TABLE>
<CAPTION>
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.

<S>                                                  <C>                                <C>
/s/Terry L. Robinson                             ,   Director, Principal Executive      December 21, 1999
-------------------------------------------------    Officer
Terry L. Robinson

/s/ David B. Gaw                                 ,   Director                           December 21, 1999
-------------------------------------------------
David B. Gaw

/s/ Conrad W. Hewitt                             ,   Director                           December 21, 1999
-------------------------------------------------
Conrad W. Hewitt

/s/ Harlan R. Kurtz                              ,   Director                           December 21, 1999
-------------------------------------------------
Harlan R. Kurtz

/s/ Richard S. Long                              ,   Director                           December 21, 1999
-------------------------------------------------
Richard S. Long

/s/ Thomas H. Lowenstein                         ,   Director                           December 21, 1999
-------------------------------------------------
Thomas H. Lowenstein

/s/ Thomas F. Malloy                             ,   Director                           December 21, 1999
-------------------------------------------------
Thomas F. Malloy

/s/ James Tidgewell                              ,   Director                           December 21, 1999
-------------------------------------------------
James Tidgewell

/s/ Lee-Ann Almeida                              ,   Principal Financial Officer        December 21, 1999
-------------------------------------------------
Lee-Ann Almeida
</TABLE>

                                                      -8-
<PAGE>


                                  EXHIBIT INDEX


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


13       The Vintage Bank 1998 Annual Report to Shareholders


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 and The Vintage Bank.


24       Power of attorney


99.1     North Bay Bancorp Stock Option Plan


                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26325}]
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Registration No. 333-__________
    As Filed with the Securities and Exchange Commission on December __, 1999
================================================================================

                       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                       (I.R.S. Employer
 of Incorporation or Organization)                   Identification No.)

                   1500 SOSCOL AVENUE, NAPA, CALIFORNIA 94558
                    (Address of Principal Executive Offices)

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

            TERRY L. ROBINSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    1500 SOSCOL AVENUE, NAPA CALIFORNIA 94558
                     (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.
                              Lillick & Charles 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             337,211 Shares              $24.82               $8,368,139.84            $2,326.34
      (No Par Value)
=========================== ======================== ======================= ====================== ======================
(a) The number of shares being registered is the number of shares issuable under
the Plan.
(b)  Estimated  pursuant to Rule 457(h)  solely for the purpose of computing the
registration fee,  utilizing $24.82 as the average of the bid and asked price of
North Bay Bancorp's common stock as of December 20, 1999.
================================================================================
PART I

                     INFORMATION REQUESTED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.

North  Bay  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  Current  Report  on Form 8-K  reporting  events  as of
       November 1, 1999 and filed with the  Securities  Exchange  Commission  on
       November 29, 1999  registering  Registrants'  Common Stock under  Section
       12(g) of the Exchange Act.

(b)    The Vintage Bank's 1998 Annual Report to Shareholders.

(c)    All other documents filed by the Registrant pursuant to Sections 13(a) or
       15(d) of the Exchange Act,  since  December 31, 1998, to the date of this
       filing.

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.
ITEM 4.  DESCRIPTION OF SECURITIES.

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, a description of Registrant's
common stock follows:

General

North Bay  currently has an authorized  capitalization  of 10,000,000  shares of
common stock and 500,000 shares of preferred stock. Of these authorized  capital
shares,  1,536,568  shares of common stock and no shares of preferred  stock are
currently  issued and outstanding.  An additional  337,211 shares of North Bay's
common  stock is reserved  for issuance  pursuant to North Bay  Bancorp's  Stock
Option Plan.

Common Stock

The balance of North Bay 's  authorized  common  stock will be  available  to be
issued when and as the Board of Directors of North Bay  determines  it advisable
to do so.  Common  shares could be issued for the purpose of raising  additional
capital,  in connection with acquisitions or formation of other  businesses,  or
for other  appropriate  purposes.  The Board of  Directors  of North Bay has the
authority  to issue  common  shares  to the  extent  of the  present  number  of
authorized  unissued shares,  without obtaining the approval of existing holders
of common shares.  If additional  shares of North Bay 's Common Stock were to be
issued,  the existing  holders of North Bay shares  would own a  proportionately
smaller portion of the total number of issued and outstanding common shares.

Dividend Rights

The  shareholders  of North Bay are  entitled to receive  dividends  when and as
declared by its Board of Directors  out of funds legally  available,  subject to
the  restrictions  set forth in the  California  General  Corporation  Law.  The
Corporation  Law provides  that a  corporation  may make a  distribution  to its
shareholders if the corporation's retained earnings equal at least the amount of
the proposed  distribution.  The Corporation  Law further  provides that, in the
event that  sufficient  retained  earnings  are not  available  for the proposed
distribution,  a  corporation  may  nevertheless  make  a  distribution  to  its
shareholders if it meets two conditions, which generally stated are as follows:

o    the corporation's assets equal at least 1 1/4 times its liabilities, and

o    the corporation's current assets equal at least its current liabilities or,
     if the average of the  corporation's  earnings  before  taxes on income and
     before  interest  expense for the two preceding  fiscal years was less than
     the average of the  corporation's  interest  expense for such fiscal years,
     then the  corporation's  current assets must equal at least 1 1/4 times its
     current liabilities.

It is contemplated  that North Bay will pay cash and stock dividends  subject to
the  restrictions on payment of cash dividends as described  above, the earnings
of North Bay,  management's  assessment of the future capital  needs,  and other
factors. Initially, the funds for payment of dividends and expenses of North Bay
are expected to be obtained from dividends paid by its wholly-owned  subsidiary,
The Vintage Bank.

Voting Rights

All voting  rights with  respect to North Bay are vested in the holders of North
Bay 's common stock.

                                      -3-
Holders of North Bay common  stock are  entitled to one vote for each share held
except that in the election of directors each shareholder has cumulative  voting
rights and is entitled to as many votes as shall equal the number of shares held
by such shareholder multiplied by the number of directors to be elected and such
shareholder  may cast all his or her votes for a single  candidate or distribute
such votes among any or all of the  candidates  he or she chooses.  However,  no
shareholder  shall be entitled to cumulate  votes (in other words,  cast for any
candidate a number of votes  greater  than the number of shares of stock held by
such shareholder) unless such candidate or candidates' names have been placed in
nomination  prior to the  voting  and the  shareholder  has given  notice at the
meeting prior to the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination.

Preemptive Rights

Shareholders of North Bay common stock have no preemptive rights.  Also there no
applicable conversion rights, redemption rights or sinking fund provisions.

Liquidation Rights

Upon liquidation of North Bay the shareholders of North Bay 's common stock have
the  right  to  receive  their  pro  rata  portion  of the  assets  of the  Bank
distributable to  shareholders.  This is subject,  however,  to the preferential
rights, if any, of the holders of any outstanding senior  securities.  Presently
there are no senior securities outstanding.

Preferred Stock

North Bay is authorized to issue 500,000 shares of preferred stock. The Board of
Directors has the authority to establish  preferred  stock in one or more series
and to fix the dividend rights (including  sinking fund provisions),  redemption
price  or  prices,  and  liquidation  preferences,  and  the  number  of  shares
constituting any series or the designation of such series.  Holders of preferred
stock will not be held individually responsible, as such holders, for any debts,
contracts or engagements of North Bay, and will not be liable for assessments to
correct  impairments  of the  contributed  capital  of  North  Bay.  Holders  of
preferred  stock,  when and if issued,  may  become  senior to holders of common
stock  as to  dividend,  voting,  liquidation  or  other  rights.  The  Board of
Directors has no present intention to issue shares of preferred stock.

Provisions of Articles of Incorporation

Certain  provisions  of the  Articles  and the  Bylaws of North Bay may have the
effect of delaying,  deferring or preventing a change in control of North Bay in
certain circumstances.  Certain of these provisions,  which do not contemplate a
specific  or  particular  attempt to gain  control of North Bay,  are  described
below. The Articles of  Incorporation  and the Bylaws are available upon request
of North Bay.  The  following  discussion  is  qualified  in its entirety by the
specific provisions of each.

Consideration of Factors Other Than Price

North Bay ?s Articles of  Incorporation  provide that,  in  connection  with the
exercise of its judgment in  determining  what is in the best  interest of North
Bay and of the  shareholders,  when  evaluating  a  "Business  Combination  or a
proposal by another person or persons to make a business combination or a tender
or exchange  offer,  the Board of Directors  of North Bay shall,  in addition to
considering  the adequacy of the amount to be paid in  connection  with any such
transaction,  consider all of the following  factors and any other factors which
it may deem relevant:

o    The social and  economic  effects of the  transaction  on North Bay and its
     subsidiaries,  employees,  depositors, loan and other customers, creditors,
     and  other  elements  of  the  communities  in  which  North  Bay  and  its
     subsidiaries operate or are located;

                                      -4-
o    The business and financial condition and earning prospects of the acquiring
     person or persons,  including,  but not limited to, debt  service and other
     existing  financial  obligations,  financial  obligations to be incurred in
     connection with the acquisition and other likely  financial  obligations of
     the acquiring person or persons,  and the possible effect of such condition
     upon  North  Bay  and  its  subsidiaries  and  the  other  elements  of the
     communities in which North Bay and its subsidiaries operate or are located;

o    The competence, experience and integrity of the acquiring person or persons
     and its or their management;

o    Whether the proposed transaction might violate federal or state law; and

o    Not only the  consideration  being  offered in a proposed  transaction  and
     related to the current  market price for the  outstanding  capital stock of
     North Bay but also to the market  price for the capital  stock of North Bay
     over a period of years,  the  estimated  price that might be  achieved in a
     negotiated  sale of North Bay as a whole or in part, and North Bay's future
     value as an independent entity.

This provision could, under certain circumstances, permit the Board of Directors
to  disapprove a tender offer or other  business  combination  transaction  that
might otherwise be beneficial to the shareholders of North Bay,  particularly if
such a transaction  would have a strong adverse impact on the employees of North
Bay or the communities in which North Bay has operations.

Issuance of Additional Securities

The Articles of  Incorporation  permit the Board of Directors to issue shares of
preferred  stock  without the prior  approval of the holders of North Bay common
stock.  The issuance of preferred stock or such other securities as permitted by
the  Articles  of  Incorporation  at some  future  date may have the  effect  of
delaying, deferring or preventing a change in control of North Bay.

Approval of Certain Business Combinations

The Articles of Incorporation provide that certain business combinations must be
approved  by holders of  66-2/3% of the  outstanding  shares of North Bay common
stock, unless approved by a majority of disinterested directors, certain minimum
price requirements are met, or state regulatory  authorities having jurisdiction
over the matter have  approved the fairness of the  proposed  transaction.  This
provision can only be amended or repealed by the affirmative vote of the holders
of 66-2/3% of the outstanding shares of North Bay common stock.

Restrictions on Resales by Affiliates

North Bay's common stock issuable in this offering has been registered under the
Securities Act of 1933, as amended, but this registration does not cover resales
of  shares  acquired  by  any  North  Bay  shareholder  who is  deemed  to be an
"affiliate" of North Bay, that is one who directly or indirectly  through one or
more intermediaries controls or is controlled by or is under common control with
North Bay.  Affiliates  may not sell the shares except  pursuant to an effective
registration statement under the Securities Act or pursuant to an exemption from
the registration requirements of the Securities Act.

                                      -5-
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

13     The Vintage Bank 1998 Annual Report to Shareholders

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 and The Vintage Bank.

24     Power of attorney

99.1   North Bay Bancorp Stock Option Plan

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;

                                      -6-
(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.

                                      -7-
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 December 21, 1999.

                                            NORTH BAY BANCORP

                                            /s/ Terry L. Robinson
                                            ------------------------------------
                                            By: Terry L. Robinson, President &
                                                Chief Executive Officer
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.
/s/Terry L. Robinson                             ,   Director, Principal Executive      December 21, 1999
-------------------------------------------------    Officer
Terry L. Robinson

/s/ David B. Gaw                                 ,   Director                           December 21, 1999
-------------------------------------------------
David B. Gaw

/s/ Conrad W. Hewitt                             ,   Director                           December 21, 1999
-------------------------------------------------
Conrad W. Hewitt

/s/ Harlan R. Kurtz                              ,   Director                           December 21, 1999
-------------------------------------------------
Harlan R. Kurtz

/s/ Richard S. Long                              ,   Director                           December 21, 1999
-------------------------------------------------
Richard S. Long

/s/ Thomas H. Lowenstein                         ,   Director                           December 21, 1999
-------------------------------------------------
Thomas H. Lowenstein

/s/ Thomas F. Malloy                             ,   Director                           December 21, 1999
-------------------------------------------------
Thomas F. Malloy

/s/ James Tidgewell                              ,   Director                           December 21, 1999
-------------------------------------------------
James Tidgewell

/s/ Lee-Ann Almeida                              ,   Principal Financial Officer        December 21, 1999
-------------------------------------------------
Lee-Ann Almeida
-8-
EXHIBIT INDEX

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

13       The Vintage Bank 1998 Annual Report to Shareholders

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 and The Vintage Bank.

24       Power of attorney

99.1     North Bay Bancorp Stock Option Plan

                                      -9-