8-K

                                  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): JUNE 19, 2006

                            -------------------------
                            SONOMAWEST HOLDINGS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
                            -------------------------

            DELAWARE                      000-01912             94-1069729
(STATE OR OTHER JURISDICTION OF   (COMMISSION FILE NUMBER)     (IRS EMPLOYER
         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.)

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))



ITEM 8.01 OTHER EVENTS

         On June 19, 2006, SonomaWest Holdings, Inc. (the "Company") issued a
press release announcing that it had received from Walker R. Stapleton, the
Company's President and Chief Executive Officer, a letter withdrawing his
expression of interest in initiating a management-led buyout transaction of the
Company by an investment group consisting of Mr. Stapleton and members of his
family, including Craig Stapleton, who is the Company's largest stockholder. The
letter indicates that the range between the amount the investment group was
willing to propose in connection with its management led buyout offer and the
amount the Special Committee of the Board of Directors of the Company was
willing to accept was too broad for negotiations to continue in a positive
direction. Therefore, the investment group informed the Special Committee they
would not be proceeding with an offer to acquire the outstanding shares of
common stock held by holders other than the investment group, and that the
investment group intends that the Company's business be returned to ordinary
course operations with the goal of developing the Company while creating value
for all shareholders.

         A copy of the press release is attached hereto as an exhibit.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         Exhibit List      Description of Exhibit
         ------------      ----------------------

         Exhibit 99.1      Press Release dated June 19, 2006


                                    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: June 19, 2006                            By:  /s/ Walker R. Stapleton
                                                    -----------------------
                                                    Walker R. Stapleton
                                                    Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1

                          SONOMAWEST HOLDINGS ANNOUNCES
 WITHDRAWAL OF PRELIMINARY EXPRESSION OF INTEREST FOR GOING PRIVATE TRANSACTION


         SEBASTOPOL, CALIFORNIA, JUNE 19, 2006. SonomaWest Holdings, Inc. (pink
sheets: SWHI.PK) today announced that it has received from Walker R. Stapleton,
the company's President and Chief Executive Officer, a letter withdrawing his
previously expressed interest in initiating a management-led buyout transaction
of the company by an investment group consisting of Mr. Stapleton and members of
his family, including Craig Stapleton, who is the company's largest stockholder.
The letter indicates that the range between the amount the investment group was
willing to propose in connection with its management led buyout offer and the
amount the Special Committee of the Board of Directors of the Company was
willing to accept was too broad for negotiations to continue in a positive
direction. Therefore, the investment group informed the Special Committee they
would not be proceeding with an offer to acquire the outstanding shares of
common stock held by holders other than the investment group, and that the
investment group intends that the Company's business be returned to ordinary
course operations with the goal of developing the Company while creating value
for all shareholders.


Forward Looking Statements
- --------------------------

This press release contains forward-looking statements regarding future events
and future performance of the company, which involve risks and uncertainties.
Actual results could differ materially from those projected or implied by such
forward-looking statements. We refer you to documents that the company files
from time to time with the Securities and Exchange Commission, such as the
company's most recent annual report on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K, which contain a description of certain factors
that could cause actual results to differ from current expectations and the
forward-looking statements contained in this press release.