SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8–K CURRENT REPORT

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~June~~ March 97, ~~2006~~ 2007


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

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

1190 Airport Road, Suite 101, Napa, California 94558
(Address of principal executive offices) (Zip Code)

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

(707) 257-8585

N/A

(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~~

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

[ ] ~~Soliciting material pursuant to Rule 14a-12 under the Exchange~~

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~~

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~~

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

Item 42.0102. ~~Changes in Accountants~~

~~(b) Appointment~~Results of ~~New~~Operations ~~Independent~~and ~~Registered~~Financial ~~Public Accountant.~~Condition

Earnings Release. On ~~June~~March 97, ~~2006~~2007, ~~the~~North ~~Audit~~Bay ~~Committee~~Bancorp ofissued a press release announcing its earnings for the ~~Board~~quarter ofand ~~Directors~~fiscal ofyear ~~North~~ended ~~Bay~~December 31, 2006. ~~approved~~The press release also mentioned the ~~appointment~~cash ofdividend previously ~~Perry~~reported on a Current Report on Form 8-~~Smith~~K ~~LLP,~~filed ~~Sacramento,~~with ~~California~~the SEC on February 28, as2007 and the ~~Company’s~~Agreement ~~independent~~and ~~registered~~Plan ~~public~~of ~~accountant~~Reorganization entered into with Umpqua Holdings Corporation previously reported on a Current Report on Form 8-K filed with the SEC on January 18, 2007. ~~The~~ ~~appointment~~A copy of ~~Perry-Smith~~the ~~LLP~~press ~~was~~release ~~effective~~is ~~immediately~~attached to this Current Report as Exhibit 99.1 and incorporated into this report by reference.

~~During~~Item ~~North~~9.01. Financial ~~Bay’s~~Statements ~~two most recent fiscal years,~~ and ~~any subsequent interim period prior to engaging Perry-Smith LLP, neither North Bay, nor anyone on its behalf, consulted Perry-Smith LLP regarding either:~~Exhibits.

·(c)

the application of accounting principles to a specific transaction, either contemplated or proposed; or the type of audit opinion that might be rendered on North Bay’s financial statements; and either a written report was provided to North Bay or oral advice was provided that the new accountant concluded was an important factor considered by North Bay in reaching a decision as to the accounting, auditing or financial issue; or Exhibits.

·99.1 Press release announcing earnings for the quarter and fiscal year ended December 31, 2006.

any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of the Securities and Exchange Commission’s Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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: ~~June~~March 128, ~~2006~~2007

NORTH BAY BANCORP

/s/ ~~Terry~~Michael LW. ~~Robinson~~ Wengel

~~Terry~~Michael LW. ~~Robinson~~Wengel, Executive President and Chief

~~Executive~~Financial Officer (Principal ~~Executive~~Financial Officer)

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