8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 1, 2003

SONOMAWEST HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

California
(State or Other Jurisdiction
of Incorporation) 000-01912
(Commission File Number) 94-1069729
(I.R.S. Employer Identification No.)

2064 HIGHWAY 116 NORTH, SEBASTOPOL, CALIFORNIA
(Address of Principal Executive Offices) 95472
(Zip Code)

(707) 824-2001
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

ITEM 7. EXHIBITS

Exhibit 99.1 Chairman's letter to shareholders from SonomaWest Holdings, Inc. 2003 Annual Report to Shareholders.

ITEM 9. REGULATION FD DISCLOSURE.

We began the mailing of our 2003 Annual Report to Shareholders on October 1, 2003, which included a letter to our shareholders from the Chairman of the Board. Attached as Exhibit 99.1 is a copy of the 2003 letter to shareholders.

The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Safe Harbor Statement

Statements contained in the exhibits to this report that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

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.

SONOMAWEST HOLDINGS, INC.


By: /s/ Roger S. Mertz
——————————————
Roger S. Mertz
Chairman of the Board

Date: October 2, 2003

EXHIBIT INDEX

Exhibit No. Description

99.1 Chairman's letter to shareholders from SonomaWest Holdings, Inc. 2003 Annual Report to Shareholders.

EX-99.1

EXHIBIT 99.1

SONOMAWEST HOLDINGS INC.

October 1, 2003

To Our Shareholders:

        During fiscal year 2003 rental revenues increased 5% to $1,514,000 from $1,447,000 during the prior year. We continue to operate at a loss as we implement our program to lease our real estate holdings, reduce operating expenses and manage our investment in MetroPCS, Inc., a privately held telecommunications company.

        The current occupancy rates for our South and North properties are 70% and 58% respectively. The commercial, industrial, office market in the greater Petaluma/Santa Rosa area where our properties are located continues to experience a period of significant oversupply which adversely affects our leasing activities. At the same time we believe that our properties offer unique features, including, suitability for agriculture/food processing, cold storage, warehousing and related office space, and particularly a wastewater treatment facility, which make these properties attractive to potential tenants.

        The company continues its focus on leasing its real estate holdings and reducing operating expenses. Concurrently, we also continue to explore other possible alternatives to increase shareholder value. The costs of operating as a public company are substantial relative to the company’s revenues and have increased as a result of the Sarbanes-Oxley legislation in 2002. While such costs provide short-term benefits to our shareholders, the time to realize the potential of our real estate and venture investment is increasing, which diminishes these benefits. We are hopeful that some definitive actions can be taken during the current fiscal year to address these issues.

        We thank our employees and consultants for their hard work and appreciate the continued support of our shareholders.

Very truly yours


/s/ Roger S. Mertz
——————————————
Roger S. Mertz
Chairman of the Board