SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) January 29, 2004
                                                         ----------------


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


              California               0-31080             68-0434802
- -------------------------------  ----------------- -----------------------------
(State or other jurisdiction of     (Commission          (IRS Employer
         incorporation)             File Number)       Identification No.)


1180 Airport Road, Suite 101, Napa, California                94558
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   (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code   (707) 257-8585
                                                  -----------------

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 7. Financial Statements and Exhibits.

        (b) Exhibits

              99.1         Press release  dated  January 29, 2004  announcing an
                           adjustment  to North Bay  Bancorp's  2003 tax accrual
                           rates  based  upon  a  recent   announcement  by  the
                           California Franchise Tax Board.


Item 9.  Regulation  FD  Disclosure  and  Item 12.  Results  of  Operations  and
Financial Condition.

On January 29, 2004,  North Bay Bancorp  issued a press  release  announcing  an
adjustment to its 2003 tax accrual rates based upon a recent announcement by the
California  Franchise Tax Board. A copy of the press release is attached to this
Current Report as Exhibit 99.1 and  incorporated  into this report by reference.
The  information in this Current Report shall not be deemed "filed" for purposes
of  Section  18  of  the  Securities  Exchange  Act  of  1934,  as  amended,  or
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended,  except as shall be expressly  set forth by specific  reference in such
filing.

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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date: January 29, 2004              NORTH BAY BANCORP


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

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