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,  2005,  I,  Patrick E.  Phelan,  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, 2005, 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,  2005,  fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     North Bay Bancorp.


Dated:  March 15, 2006

 /s/ Patrick E. Phelan
 ---------------------
PATRICK E. PHELAN
 Executive Vice President and Chief Financial Officer
(Principal Financial Officer)