UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

SCHEDULE 14D-9/A

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

SonomaWest Holdings, Inc.

(Name of Subject Company)

SonomaWest Holdings, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

835637109

(CUSIP Number of Class of Securities)

David J. Bugatto

Robert W.C. Davies

David A. Janke

Members, Special Committee of the Board of Directors

SonomaWest Holdings, Inc.

2064 Gravenstein Highway North

Sebastopol, California 95472

United States of America

(707) 824-2534

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Hillel T. Cohn

Morrison & Foerster llp

555 West Fifth Street

Suite 3500

Los Angeles, California 90013

Telephone: (213) 892-5200

Fax: (213) 892-5454

[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

INTRODUCTION

This Amendment No.3 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed on April 15, 2011, as amended by Amendment No. 1 filed on April 22, 2011 and Amendment No. 2 filed on May 6, 2011 (as amended and supplemented from time to time, the “Statement”), with the Securities and Exchange Commission (the “SEC”) by SonomaWest Holdings, Inc., a Delaware corporation (the ”Company”), relating to the offer by Stapleton Acquisition Company, a Delaware corporation (“SAC”) as set forth in the Tender Offer Statement on Schedule TO, dated April 1, 2011 (Reg. No. 005-34214), as amended by Amendment No. 1 dated April 15, 2011,  Amendment No. 2 dated May 2, 2011 and Amendment No. 3 dated May 9, 2011 (together, the “Schedule TO”), to purchase all the outstanding shares of common stock, par value $0.0001 (the “Common Stock”) of the Company not owned by SAC, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (collectively, the “Stapleton Group”) at a price of $10.05 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 1, 2011 (the “Offer to Purchase”) which was filed as Exhibit (a)(1)(i) to the Schedule TO, and in the related Letter of Transmittal, which was filed as Exhibit (a)(1)(ii) to the Schedule TO (which, together with the Offer to Purchase, as amended or further supplemented from time to time, constitute the “Offer”). The Schedule TO and Amendments No. 1, No. 2 and No. 3 thereto were filed by SAC with the SEC on April 1, 2011, April 15, 2011, May 2, 2011 and May 9, 2011, respectively.  Capitalized terms used but not defined herein have the meaning ascribed to them in the Statement.

Item 8. Additional Information.

Item 8 is hereby revised and supplemented by adding the following information:

The Offer expired at 5:00 p.m., New York City time, on May 6, 2011. The Company has been informed by SAC that SAC will purchase all of the shares of Common Stock validly tendered in response to its Offer. SAC has advised the Company that as of the expiration of the Offer, a total of approximately 472,925 shares of Common Stock had been tendered pursuant to the Offer and such shares, together with the Shares already owned by SAC, represent approximately 86% of the outstanding shares of the Company’s Common Stock.

SAC has further advised the Company that after it completes its purchase of all the tendered shares, it intends to acquire all of the remaining outstanding Shares by means of a merger under Delaware law.  Since SAC owns less than 90% of the outstanding Shares, the “short-form” merger provisions of Delaware law will not be available for the merger.  Instead, the merger will be subject to the approval of SonomaWest’s board of directors and to the affirmative vote of a majority of SonomaWest’s outstanding Shares.  As a result of the purchase of the Shares tendered in the Offer, SAC has sufficient voting power to approve the merger without the affirmative vote of any other SonomaWest stockholder.  As a result of the merger, each Share not tendered in the Offer (other than Shares owned by the Stapleton Group, or Shares, if any, held by stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive the same price of $10.05 per share in cash, without interest and less any applicable withholding taxes, that was paid in the Offer. SAC has also advised the Company that following the merger, SonomaWest will become a privately-held corporation and the Shares will cease to be traded on the over-the-counter “Pink Sheets.” Information regarding the merger will be mailed to SonomaWest stockholders who did not tender their Shares in the Offer and, following the consummation of the merger, instructions will be mailed to such stockholders outlining the steps to be taken to obtain the merger consideration.

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SIGNATURES

After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2011

SonomaWest Holdings, Inc.

By:     /s/ David J. Bugatto  ____________

Name:  David J. Bugatto

Title:  Member, Special Committee of the Board of Directors

By:      /s/ Robert W.C. Davies_________

Name:  Robert W.C. Davies

Title:  Member, Special Committee of the Board of Directors

By:       /s/ David A. Janke_____________

Name:  David A. Janke

Title:  Member, Special Committee of the Board of Directors

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