SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DIXON ROBERT E (Last) (First) (Middle) 220 MONTGOMERY STREET SUITE 2100 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUTTER HOLDING CO INC [ SRHI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) Co-chief executive officer Manager of Sutter Capital Mngt
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/23/2004		P		4,167	A	$6	138,273	I	Control Person(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* DIXON ROBERT E (Last) (First) (Middle) 220 MONTGOMERY STREET SUITE 2100 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) X Other (specify below) Co-chief executive officer Manager of Sutter Capital Mngt

1. Name and Address of Reporting Person* SUTTER OPPORTUNITY FUND 2 LLC (Last) (First) (Middle) 220 MONTGOMERY STREET STE 2100 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SUTTER CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 220 MONTGOMERY STREET SUITE 2100 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of Sutter Opp Fund 2

Explanation of Responses:

1. Robert E. Dixon is manager of Sutter Capital Management, LLC which is manager of Sutter Opportunity Fund 2, LLC, the direct owner of all but 8,642 shares included in this report. Mr. Dixon owns 4,475 shares directly and Sutter Capital Management, LLC owns 4,167 directly. Both entities have the same business address as Mr. Dixon set forth in Item 1 above.

	Robert E. Dixon	11/02/2004
	Robert E. Dixon, Manager of Sutter Capital Management, LLC	11/02/2004
	Robert E. Dixon, Manager of Manager of Sutter Opportunity Fund 2, LLC	11/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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