UNITED STATES

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): April 515, 2010

Bay National Corporation

(Exact Name of Registrant as Specified in its Charter)

Maryland		000-51765	52-2176710
(State of Incorporation)		(Commission File Number)	(I.R.S. Employer
			Identification No.)

	2328 West Joppa Road
	Lutherville, Maryland		21093
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 410-494-2580

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 (see General Instruction A.2. below):

[ ] Written communication 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-4(c))

Section 31 – ~~Securities~~Registrant’s Business and ~~Trading Markets~~Operations

Item 31.01 ~~Notice~~Entry ofInto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

~~(a)~~ On April 515, 2010, Bay National ~~Corporation~~Bank (~~NASDAQ:~~the ~~BAYN~~“Bank”), ~~received~~the wholly-owned subsidiary of Bay National Corporation, entered into a ~~notice~~Purchase ~~from~~and Assumption Agreement (the ~~NASDAQ~~“Agreement”) ~~Stock~~with ~~Market~~Hebron ~~indicating~~Savings ~~that~~Bank (“Hebron”), ~~based~~a onMaryland-chartered ~~the~~commercial ~~financial~~bank, ~~information~~pursuant ~~included~~to inwhich ~~the~~Hebron ~~Company’s~~will ~~10-K~~purchase ~~for~~certain of the ~~period~~assets ~~ended~~of ~~December~~and ~~31,~~assume ~~2009,~~certain of the ~~Company~~liabilities ~~does~~of ~~not~~the ~~have stockholders~~Bank’s ~~equity~~branch oflocated at ~~least~~109 ~~$2.5~~Poplar ~~million~~Hill asAvenue, ~~required~~Salisbury, ~~for~~Maryland ~~continued~~(the ~~listing~~“Branch”). The ~~and,~~Agreement asprovides ofthat ~~April~~Hebron 1,will ~~2010,~~purchase ~~does~~certain ~~meet~~loans ~~the~~originated ~~alternatives~~at ofthe ~~market~~Branch, ~~value~~which ofloans ~~listed~~constitute ~~securities~~approximately or36% ~~net~~of ~~income~~the ~~from~~Branch’s ~~continuing~~loan ~~operations. Therefore~~portfolio, ~~the~~and ~~Company~~will noassume ~~longer~~all ~~complies~~of ~~with~~the ~~NASDAQ~~Branch’s ~~Listing~~deposit ~~Rule~~accounts ~~5550~~(bexcept for non-IRA fiduciary accounts)~~(1)~~ (~~the~~ “~~Rule~~Core Accounts”)~~. The~~ ~~Rule~~and ~~requires a~~all ~~company~~certificates ~~with~~of ~~equity~~deposits ~~securities~~originating ~~listed~~at on the ~~NASDAQ~~Branch ~~Stock~~or ~~Market~~owned toby ~~either~~customers ~~maintain~~whose aaccounts ~~minimum~~are ~~stockholder’s~~maintained ~~equity~~at ofthe Branch, which totaled approximately $221.52 million orat ~~have~~March 31, 2010. Hebron will pay a ~~market~~premium ~~value~~of 3.0% of the ~~listed~~Core ~~securities~~Accounts, ofwhich attotaled ~~least~~approximately $3513.5 million, ~~or have~~ at ~~least~~March ~~$500~~31,~~000~~ ~~in net income from continuing operations~~2010.

~~Under~~Pursuant to the ~~Rule~~Agreement, the ~~Company~~Bank ~~has~~agreed 45to ~~calendar~~assist ~~days~~Hebron ~~from~~in ~~April~~the 5,transfer ~~2010~~of toBranch ~~submit~~employees ~~a plan~~ to ~~regain~~whom ~~compliance. If~~Hebron ~~the~~offers ~~Company’s plan is accepted~~employment, anand ~~extension~~notification of upBranch tocustomers ~~180~~of ~~calendar~~the ~~days~~transfer ~~from~~of ~~April~~their 5,accounts ~~2010~~or ~~may~~loans ~~be granted~~ to ~~evidence compliance~~Hebron.

The ~~notification~~Agreement ~~letter~~provides ~~has~~that nothe ~~immediate~~transactions ~~effect~~contemplated thereby shall be consummated on or before August 27, 2010, which date may be extended by the ~~listing~~Bank’s orand ~~trading~~Hebron’s ofmutual ~~our~~agreement ~~common~~to ~~stock~~a ondate no later than September 30, 2010. Closing of the ~~NASDAQ~~transaction ~~Capital~~is ~~Market~~dependent upon receipt of applicable regulatory approvals.

The Bank’s and Hebron’s joint press release announcing the Agreement, dated April 19, 2010, is attached to this Report as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release Dated April 19, 2010.

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 thereunto duly authorized.

BAY NATIONAL CORPORATION

Date: April 9, 2010	By:	/s/ Hugh W. Mohler
Date: April 19, 2010	By:	/s/ Hugh W. Mohler
		Hugh W. Mohler President and Chief Executive Officer

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