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 26, 2005
                                                -------------------------------


                                NORTH BAY BANCORP
- --------------------------------------------------------------------------------
             (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.)


1190 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
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          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

      []  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

      []  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

      []  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

      []  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4c))




Item

Item 8.01    Other Events.


Declaration of Cash and Stock Dividends.


On January 24, 2005,  the Board of Directors of North Bay Bancorp  declared a 5%
stock dividend and a $0.15 per share cash dividend for shareholders of record as
of March 18, 2005,  both payable on March 31, 2005. A copy of the press  release
announcing  these dividends as published on January 26, 2005 is attached to this
Current Report as Exhibit 99.1 and incorporated into this report by reference.


Item 9.01.   Financial Statements and Exhibits.


             (c)  Exhibits.

             99.1 Press release  published January 26, 2005 announcing North Bay
             Bancorp's declaration of cash and stock dividends.



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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 26, 2005           NORTH BAY BANCORP


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


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