UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                           SEC FILE NUMBER: 000-01912

                             CUSIP NUMBER: 835637109

                                  (Check One):

[_] Form 10-K    [_] Form 20-F   [_] Form 11-K   [X] Form 10-Q   [_] Form N-SAR

     For Period Ended: December 31, 1999

     Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.

PART I -- REGISTRANT INFORMATION

                           SONOMAWEST HOLDINGS, INC..
           ---------------------------------------------------------
                            (Full Name of Registrant)

                                VACU-DRY COMPANY
           ---------------------------------------------------------
                           (Former Name if Applicable)

                         100 STONY POINT ROAD, SUITE 200
           ---------------------------------------------------------
           (Address of Principal Executive Office (Street and Number)

                          SANTA ROSA, CALIFORNIA 95401
           ---------------------------------------------------------
                           (City, State and Zip Code)

PART II -- RULES 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

          (a)  The reasons described in reasonable detail in Part III of this
               form could not be eliminated without reasonable effort or
               expense;

          (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
               will be filed on or before the fifteenth calendar day following
[X]            the prescribed due date; or the subject quarterly report or
               transition report on Form 10-Q, or portion thereof, will be filed
               on or before the fifth calendar day following the prescribed due
               date; and

          (c)  The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.




PART III -- NARRATIVE

     State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period.

     The Registrant is unable to file the quarterly report on Form 10-Q for the
quarter ended December 31, 1999 within the time period prescribed by the Rules
and Regulations of the SEC without unreasonable efforts or expense. During the
fiscal quarter just ended, Registrant conducted an extensive auction of
equipment related to its discontinued businesses, which auction involved many
small transactions. The extension of time for filing will allow Registrant
additional time to complete its accounting of and properly reflect the
transactions. The Registrant intends on filing the quarterly report on or before
the fifth calendar day following the prescribed due date.

PART IV -- OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to this
          notification

          GARY L. HESS              707               535-4000
          ---------------------------------------------------------------
          (Name)                    (Area Code)    (Telephone Number)

     (2)  Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).

          [X] Yes    [_] No

     (3)  Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

          [_] Yes    [X] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results can not be made.

                            SONOMAWEST HOLDINGS, INC.
                  --------------------------------------------
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: February 14, 2000                    By: /s/ Gary L. Hess
                                           Gary L. Hess, Chief Executive Officer


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