NORTHBAY FINANCIAL CORP
15-15D, 1996-05-10
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                 _______________
                                     FORM 15

  Certification and Notice of Termination Under Section 12(g) of the Securities
Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and
                  15(d) of the Securities Exchange Act of 1934

                                      Commission File Number ___________________
                                 _______________

                         NORTHBAY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                1360 Redwood Way
                           Petaluma, California 94954
                                 (707) 792-7400
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                          Common Stock, $.10 par value
            (Title of each class of securities covered by this Form)

                                      None

(Title of all other classes of securities for which a duty to file reports under
                        section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)      / /            Rule 12h-3(b)(1)(ii) / /
          Rule 12g-4(a)(1)(ii)     / /            Rule 12h-3(b)(2)(i)  / /
          Rule 12g-4(a)(2)(i)      / /            Rule 12h-3(b)(2)(ii) / /
          Rule 12g-4(a)(2)(ii)     / /            Rule 15d-6           / /
          Rule 12h-3(b)(1)(i)      /x/

     Approximate number of holders of record as of the certification or notice
date:     None

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Northbay Financial Corporation has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.


Date:  May 9, 1996        By: /s/ DOUGLAS C. GRIGSBY
                              Name: Douglas C. Grigsby
                              Title: Executive Vice President and Chief
                              Financial Officer of Bank of the West, Successor
                              by Merger to Northbay Financial Corporation

INSTRUCTION:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.


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