EXHIBIT 33.2


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350




The following certification accompanies the issuer's Annual Report on Form 10-K
and is not filed, as provided in Release 33-8212. 34-47551 dated March 21, 2003.






                                  EXHIBIT 33.2



                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350


In  connection  with the  accompanying  Annual  Report on Form 10-K of North Bay
Bancorp for the year ended December 31, 2004, I, Lee-Ann Cimino, Chief Financial
Officer of North Bay Bancorp, hereby certify pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that:


     (1) such Annual Report on Form 10-K of North Bay Bancorp for the year ended
December 31, 2004,  fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


     (2) the  information  contained in such Annual Report on Form 10-K of North
Bay  Bancorp for the year ended  December  31,  2004,  fairly  presents,  in all
material  respects,  the financial  condition and results of operations of North
Bay Bancorp.


Dated:  March 28, 2005

                                /s/ Lee-Ann Cimino
                               -------------------------------------------------
                               LEE-ANN CIMINO
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial Officer)