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

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                                    FORM 8-K

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                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): August 10, 2005

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                            SonomaWest Holdings, Inc.
               (Exact Name of Registrant as Specified in Charter)

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               Delaware                              000-01912                             94-1069729
     (State or other jurisdiction             (Commission File Number)                    (IRS Employer
          of incorporation)                                                            Identification No.)


         2064 Highway 116 North
         Sebastopol, California                                       95472
(Address of Principal Executive Offices)                            (Zip Code)

       Registrant's telephone number, including area code: (707) 824-2534

                                      Same
         (Former name or Former Address, if Changed Since Last Report.)

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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 communications 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))

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Item  1.01 Entry into a Material Definitive Agreement

      On March 10, 2005, the Board of Directors ("Board") of SonomaWest
Holdings, Inc. (the "Company"), upon the recommendation of the Board's
Compensation Committee (the "Committee"), approved compensation arrangements for
the following persons and entities: (i) Walker R. Stapleton, the Company's Chief
Executive Officer; (ii) Bugatto Investment Company, of which David J. Bugatto,
director of the Company, is the president; and (iii) Thomas R. Eakin, the Chief
Financial Officer of the Company.

      Mr. Stapleton's base salary for his service as Chief Executive Officer of
the Company will be $8,000 per month. The compensation arrangements do not
provide for any specific bonus payments, although the Board retains the
discretion to pay bonuses to officers of the Company from time to time. The
Company has agreed to reimburse Mr. Stapleton for up to $30,000 annually for
office and travel expenses he incurs in connection with the Company's business.
The arrangements do not include any provision for severance or similar
compensation upon termination of his status as an officer of the Company.

      As previously disclosed in the Company's SEC filings, Bugatto Investment
Company and the Company had previously entered into a consulting agreement dated
July 1, 2004, with a one-year term. The new consulting agreement has a one-year
term and governs services provided on and after July 1, 2005. Under the
agreement, Bugatto Investment Company will provide real estate consulting
services to the Company for an hourly fee of $225. In addition, if either of the
Company's Sonoma County properties is sold during the term of the agreement,
Bugatto Investment Company will be paid a fee of 1.5% of the gross sales price
regardless of whether or not a broker is involved, and Buggato Investment
Company is entitled to receive a fee equal to the greater of 1.5% of the gross
value of the real estate or $150,000 upon any transaction that would result in
the Company becoming a private company. The term of the agreement is through
June 30, 2006, but the agreement can be terminated earlier upon the occurrence
of certain events, including notice of termination by either party.

      As previously disclosed in the Company's SEC filings, Mr. Eakin and the
Company had previously entered into a consulting agreement dated August 1, 2004,
under which Mr. Eakin serves as the Company's chief financial officer and
provides financial management and accounting services to the Company. That
agreement had a one-year term. The new agreement is dated as of August 1, 2005,
and provides for similar services. Under the terms of the agreement, Mr. Eakin
is compensated at an hourly billing rate of $115 per hour, plus expenses. The
agreement has a one-year term, but either party may terminate the agreement
sooner upon notice.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

Exhibit Number                    Description of Exhibit
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      None.





                                    SIGNATURE

      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 hereunto duly authorized.



                                             SONOMAWEST HOLDINGS, INC.

Date: August 15, 2005                        By: /s/Walker R. Stapleton
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                                                 Walker R. Stapleton
                                                 Chief Executive Officer