As filed with the Securities and Exchange Commission on December 10, 2002
                                                    Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            SONOMAWEST HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

        California                                      94-1069729
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

                            2002 Stock Incentive Plan
                            (Full title of the plan)

                                 Thomas R. Eakin
                             Chief Financial Officer
                            SonomaWest Holdings, Inc.
                             2064 Highway 116 North
                          Sebastopol, California 95472
                     (Name and address of agent for service)

                                 (707) 824-2001
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Roger S. Mertz, Esq.
                     Allen Matkins Leck Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                      San Francisco, California 94104-2806
                                 (415) 837-1515
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                              Proposed Maximum         Proposed Maximum
          Title of Securities             Amount to be         Offering Price             Aggregate               Amount of
            to be Registered             Registered(1)            Per Share             Offering Price         Registration Fee
  ----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>                       <C>                    <C>
  2002 Stock Incentive Plan               24,200               $7.20(2)                  $174,240                $16.03
  Common Stock, no par value
  (currently outstanding options)
  ----------------------------------------------------------------------------------------------------------------------------------
  2002 Stock Incentive Plan
  Common Stock, no par value
  (options available for future grant)    50,800               $5.41(3)                  $274,828                 $25.28
  ----------------------------------------------------------------------------------------------------------------------------------
  Total Registration Fees                                                                                         $41.31
  ----------------------------------------------------------------------------------------------------------------------------------

<FN>

(1) Includes an indeterminate number of additional shares that may be issued to
    adjust the number of shares  issued  pursuant  to the 2002 stock  Incentive
    Plan  described  herein as the  result of any  future  stock  split,  stock
    dividend or similar adjustment of Registrant's outstanding common stock.

(2) The  computation  is based upon the exercise price per share of $7.20 as to
    24,200  outstanding but unexercised  options to purchase Common Stock under
    the 2002 Stock Incentive Plan (the "Currently Outstanding Options").

(3) The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
    accordance  with Rule  457(h)  under the  Securities  Act of 1933 as to the
    remaining 50,800 shares of Common Stock authorized for issuance pursuant to
    the 2002 Stock  Incentive  Plan,  solely for the purpose of calculating the
    registration fee. No options have been granted with respect to such shares.
    The  computation is based upon the average of the high and low price of the
    Common Stock as reported on the Nasdaq SmallCap Market on December 5, 2002,
    because  the price at which the  options to be granted in the future may be
    exercised is not currently determinable.
</FN>
</TABLE>



The Exhibit Index for this Registration Statement follows the signature page.
================================================================================


<PAGE>




                            SONOMAWEST HOLDINGS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing  information  specified in Part I of Form S-8 will
be sent or given to employees as specified by Rule  428(b)(1) of the  Securities
Act.  Those  documents and the  documents  incorporated  by reference  into this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  are   incorporated   by  reference   into  this
Registration  Statement:

     1.   Registrant's Annual Report on Form 10-K for the fiscal year ended June
          30, 2002, filed on September 20, 2002; and

     2.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as  amended,  since  the  end of
          Registrant's fiscal year ended June 30, 2002.

     In addition,  all documents  filed by the  Registrant  pursuant to Sections
     13(a),  13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as
     amended,  after the date of this  Registration  Statement  and prior to the
     filing of a post-effective  amendment to this Registration  Statement which
     indicates  that all securities  offered  hereunder have been sold, or which
     deregisters  all securities then remaining  unsold under this  Registration
     Statement,  shall  be  deemed  to be  incorporated  by  reference  in  this
     Registration  Statement  and to be a part hereof from the date of filing of
     such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

     The  Registrant  has two classes of  authorized  shares,  common  stock and
preferred stock. As of September 30, 2002, the Registrant's  authorized  capital
stock  consisted of 5,000,000  shares of common stock, no par value (the "Common
Stock"),  of  which  1,104,783  shares  were  outstanding.  In  addition,  as of
September 30, 2002, there were 2,500,000 shares of preferred stock, no par value
("Preferred  Stock"),  of which none were  outstanding.  In the event of certain
significant  transactions,  holders of capital stock of the Registrant  have all
rights available under the California General Corporation Law, including but not
limited to, dissenter's rights.

Common Stock

     Holders of Common Stock are  entitled to receive  such  dividends as may be
declared from time to time by the Board of Directors, and legally available from
the  Registrant's  assets,  although none have been declared in the last fifteen
years. In addition,  upon any  liquidation of the Registrant,  holders of Common
Stock are entitled to a pro rata share of all Registrant's  assets available for
distribution to shareholders. Each share of Common Stock is entitled to one vote
on all  matters  voted  on by the  shareholders,  except  for  the  election  of
directors.  In the election of directors,  shareholders  have cumulative  voting
rights, which means that each shareholder is entitled to a number of votes equal
to the number of his or her shares  multiplied  by the number of directors to be
elected.

     Holders of Common  Sock have no  preemptive  rights to  acquire  additional
shares or securities convertible into Common Stock.

Preferred Stock

     The  Registrant's  Board of Directors is  authorized,  without  shareholder
action, to provide for the issuance of Preferred Stock in one or more series not
exceeding the  aggregate  number of authorized  shares of Preferred  Stock.  The
Board of Directors is also  authorized to determine:  (i) the voting powers,  if
any, of Preferred Stock; (ii) the rate of dividend, if any, for Preferred Stock;
(iii) the  rights of holders  of  Preferred  Stock of any series in the event of
liquidation,  dissolution,  or winding up of the affairs of the Registrant; (iv)
whether or not a series of Preferred  Stock is redeemable,  and if so, the terms
and conditions of such  redemption;  and (v) whether a series of Preferred Stock
is  redeemable  pursuant to a retirement,  sinking  fund, or otherwise,  and the
terms and conditions of such obligation.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated  financial  statements of the Registrant  appearing in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002, have been
audited  by Grant  Thornton  LLP,  independent  auditors,  as set forth in their
report included  therein and  incorporated  herein by reference.  Such financial
statements are, and audited financial  statements to be included in subsequently
filed  documents  will be,  incorporated  herein in reliance upon the reports of
Grant  Thornton  LLP  pertaining  to such  financial  statements  (to the extent
covered by consents filed with the Securities and Exchange  Commission) given on
the authority of such firm as experts in accounting and auditing.

     The validity of the securities  that may be offered under the  Registrant's
2002 Stock  Incentive  Plan will be passed upon by Allen  Matkins  Leck Gamble &
Mallory  LLP  ("Allen  Matkins"),  counsel to the  Registrant.  Roger S.  Mertz,
Chairman of the Board, is a partner at Allen Matkins.  As of September 30, 2002,
Mr. Mertz  beneficially  owned 29,955 shares of Common Stock of the Company and,
under stock option plans of the Company,  held options to purchase 17,500 shares
of Commo


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to the California Corporations Code (the "Code"), the Registrant's
Articles  of  Incorporation  excludes  personal  liability  on the  part  of its
directors to the  Registrant  for monetary  damages  based upon any violation of
their  fiduciary  duties as directors,  except as to liability for any breach of
the duty of  loyalty,  acts or  omissions  not in good  faith  or which  involve
intentional  misconduct  or a knowing  violation  of law,  acts in  violation of
Section 204 of the Code, or any  transaction  from which a director  receives an
improper personal benefit.  This exclusion of liability does not limit any right
which a director may have to be indemnified.

     The  Registrant's  Articles  of  Incorporation,  its  Bylaws  and  separate
indemnification   agreements   entered  into  by  the  Registrant   provide  for
indemnification  of  directors  and  officers of the  Registrant  to the fullest
extent  permitted  by the  Code  for  claims  against  them  in  their  official
capacities, including stockholders' derivative actions.

     In  addition,  Registrant  maintains  directors'  and  officers'  liability
insurance  under which  Registrant's  directors and officers are insured against
loss as a result of claims brought  against them for their wrongful acts in such
capacities.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


ITEM 8. EXHIBITS.

EXHIBIT
NUMBER                       DESCRIPTION
------                       -----------

 5.1     Opinion of Allen Matkins Leck Gamble & Mallory LLP

10.1*    2002 Stock Incentive Plan

23.1     Consent of Allen Matkins Leck Gamble & Mallory LLP (included as part of
         Exhibit 5.1 hereto)

23.2     Consent of Grant Thornton LLP

24.1     Power of Attorney (included at page 4 of the Registration Statement)

*Incorporated by reference to the Registrant's Annual Report on Form 10-K
 for the fiscal year ended June 30, 2002, filed on September 20, 2002.


ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Sebastopol,  State of California, on this 9th day of
December, 2002.


                               SONOMAWEST HOLDINGS, Inc.,
                               a California corporation



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




                                POWER OF ATTORNEY

     Each  individual  whose  signature  appears below  constitutes and appoints
Roger S. Mertz and David J.  Bugatto,  and each of them,  such person's true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for such person and in such person's name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                 SIGNATURE                                    TITLE                                      DATE


<S>                                           <C>                                               <C>

/s/  Roger S. Mertz                                Chairman of the Board of Directors            December 9, 2002
------------------------------------                 (Principal Executive Officer)
   Roger S. Mertz


/s/  Thomas R. Eakin                                  Chief Financial Officer                    December 9, 2002
------------------------------------        (Principal Financial and Accounting Officer)
   Thomas R. Eakin


/s/  David J. Bugatto                                          Director                          December 9, 2002
------------------------------------
   David J. Bugatto


/s/  Gary L. Hess                                              Director                          December 9, 2002
------------------------------------
   Gary L. Hess


/s/  Fredric Selinger                                           Director                         December 9, 2002
------------------------------------
   Fredric Selinger

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                                    EXHIBIT INDEX

 EXHIBIT
 NUMBER                       DESCRIPTION                                                  PAGE NUMBER
 ------                       -----------                                                  -----------

<S>          <C>                                                                           <C>
 5.1          Opinion of Allen Matkins Leck Gamble & Mallory LLP                            5.1-1

10.1*         2002 Stock Incentive Plan                                                     10.1-1

 23.1         Consent of Allen Matkins Leck Gamble & Mallory LLP (included as part of       5.1-1
              Exhibit 5.1 hereto)

 23.2         Consent of Grant Thornton LLP                                                 23.2-1

 24.1         Power of Attorney (included at page 4 of the Registration Statement)            5


-------------------------------------------
<FN>

*Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 2002, filed on September 20, 2002.

</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8120902.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20013}]
{"company-data": {"conformed-name": "SONOMAWEST HOLDINGS INC", "cik": "0000102588", "assigned-sic": "2030", "irs-number": "941069729", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101755", "film-number": "02853614"}, "business-address": {"street1": "1448 INDUSTRIAL AVE", "city": "SEBASTOPOL", "state": "CA", "zip": "95472-4848", "phone": "7078242548"}, "mail-address": {"street1": "1448 INDUSTRIAL AVE", "city": "SEBASTOPOL", "state": "CA", "zip": "95472"}, "former-company": {"former-conformed-name": "VACU DRY CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 10, 2002
                                                    Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            SONOMAWEST HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

        California                                      94-1069729
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

                            2002 Stock Incentive Plan
                            (Full title of the plan)

                                 Thomas R. Eakin
                             Chief Financial Officer
                            SonomaWest Holdings, Inc.
                             2064 Highway 116 North
                          Sebastopol, California 95472
                     (Name and address of agent for service)

                                 (707) 824-2001
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Roger S. Mertz, Esq.
                     Allen Matkins Leck Gamble & Mallory LLP
                           333 Bush Street, Suite 1700
                      San Francisco, California 94104-2806
                                 (415) 837-1515
CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                              Proposed Maximum         Proposed Maximum
          Title of Securities             Amount to be         Offering Price             Aggregate               Amount of
            to be Registered             Registered(1)            Per Share             Offering Price         Registration Fee
  ----------------------------------------------------------------------------------------------------------------------------------
2002 Stock Incentive Plan               24,200               $7.20(2)                  $174,240                $16.03
  Common Stock, no par value
  (currently outstanding options)
  ----------------------------------------------------------------------------------------------------------------------------------
  2002 Stock Incentive Plan
  Common Stock, no par value
  (options available for future grant)    50,800               $5.41(3)                  $274,828                 $25.28
  ----------------------------------------------------------------------------------------------------------------------------------
  Total Registration Fees                                                                                         $41.31
  ----------------------------------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of additional shares that may be issued to
    adjust the number of shares  issued  pursuant  to the 2002 stock  Incentive
    Plan  described  herein as the  result of any  future  stock  split,  stock
    dividend or similar adjustment of Registrant's outstanding common stock.

(2) The  computation  is based upon the exercise price per share of $7.20 as to
    24,200  outstanding but unexercised  options to purchase Common Stock under
    the 2002 Stock Incentive Plan (the "Currently Outstanding Options").

(3) The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
    accordance  with Rule  457(h)  under the  Securities  Act of 1933 as to the
    remaining 50,800 shares of Common Stock authorized for issuance pursuant to
    the 2002 Stock  Incentive  Plan,  solely for the purpose of calculating the
    registration fee. No options have been granted with respect to such shares.
    The  computation is based upon the average of the high and low price of the
    Common Stock as reported on the Nasdaq SmallCap Market on December 5, 2002,
    because  the price at which the  options to be granted in the future may be
    exercised is not currently determinable.
The Exhibit Index for this Registration Statement follows the signature page.
================================================================================
SONOMAWEST HOLDINGS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing  information  specified in Part I of Form S-8 will
be sent or given to employees as specified by Rule  428(b)(1) of the  Securities
Act.  Those  documents and the  documents  incorporated  by reference  into this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  are   incorporated   by  reference   into  this
Registration  Statement:

     1.   Registrant's Annual Report on Form 10-K for the fiscal year ended June
          30, 2002, filed on September 20, 2002; and

     2.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as  amended,  since  the  end of
          Registrant's fiscal year ended June 30, 2002.

     In addition,  all documents  filed by the  Registrant  pursuant to Sections
     13(a),  13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as
     amended,  after the date of this  Registration  Statement  and prior to the
     filing of a post-effective  amendment to this Registration  Statement which
     indicates  that all securities  offered  hereunder have been sold, or which
     deregisters  all securities then remaining  unsold under this  Registration
     Statement,  shall  be  deemed  to be  incorporated  by  reference  in  this
     Registration  Statement  and to be a part hereof from the date of filing of
     such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The  Registrant  has two classes of  authorized  shares,  common  stock and
preferred stock. As of September 30, 2002, the Registrant's  authorized  capital
stock  consisted of 5,000,000  shares of common stock, no par value (the "Common
Stock"),  of  which  1,104,783  shares  were  outstanding.  In  addition,  as of
September 30, 2002, there were 2,500,000 shares of preferred stock, no par value
("Preferred  Stock"),  of which none were  outstanding.  In the event of certain
significant  transactions,  holders of capital stock of the Registrant  have all
rights available under the California General Corporation Law, including but not
limited to, dissenter's rights.

Common Stock

     Holders of Common Stock are  entitled to receive  such  dividends as may be
declared from time to time by the Board of Directors, and legally available from
the  Registrant's  assets,  although none have been declared in the last fifteen
years. In addition,  upon any  liquidation of the Registrant,  holders of Common
Stock are entitled to a pro rata share of all Registrant's  assets available for
distribution to shareholders. Each share of Common Stock is entitled to one vote
on all  matters  voted  on by the  shareholders,  except  for  the  election  of
directors.  In the election of directors,  shareholders  have cumulative  voting
rights, which means that each shareholder is entitled to a number of votes equal
to the number of his or her shares  multiplied  by the number of directors to be
elected.

     Holders of Common  Sock have no  preemptive  rights to  acquire  additional
shares or securities convertible into Common Stock.

Preferred Stock

     The  Registrant's  Board of Directors is  authorized,  without  shareholder
action, to provide for the issuance of Preferred Stock in one or more series not
exceeding the  aggregate  number of authorized  shares of Preferred  Stock.  The
Board of Directors is also  authorized to determine:  (i) the voting powers,  if
any, of Preferred Stock; (ii) the rate of dividend, if any, for Preferred Stock;
(iii) the  rights of holders  of  Preferred  Stock of any series in the event of
liquidation,  dissolution,  or winding up of the affairs of the Registrant; (iv)
whether or not a series of Preferred  Stock is redeemable,  and if so, the terms
and conditions of such  redemption;  and (v) whether a series of Preferred Stock
is  redeemable  pursuant to a retirement,  sinking  fund, or otherwise,  and the
terms and conditions of such obligation.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated  financial  statements of the Registrant  appearing in the
Company's Annual Report on Form 10-K for the year ended June 30, 2002, have been
audited  by Grant  Thornton  LLP,  independent  auditors,  as set forth in their
report included  therein and  incorporated  herein by reference.  Such financial
statements are, and audited financial  statements to be included in subsequently
filed  documents  will be,  incorporated  herein in reliance upon the reports of
Grant  Thornton  LLP  pertaining  to such  financial  statements  (to the extent
covered by consents filed with the Securities and Exchange  Commission) given on
the authority of such firm as experts in accounting and auditing.

     The validity of the securities  that may be offered under the  Registrant's
2002 Stock  Incentive  Plan will be passed upon by Allen  Matkins  Leck Gamble &
Mallory  LLP  ("Allen  Matkins"),  counsel to the  Registrant.  Roger S.  Mertz,
Chairman of the Board, is a partner at Allen Matkins.  As of September 30, 2002,
Mr. Mertz  beneficially  owned 29,955 shares of Common Stock of the Company and,
under stock option plans of the Company,  held options to purchase 17,500 shares
of Commo

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to the California Corporations Code (the "Code"), the Registrant's
Articles  of  Incorporation  excludes  personal  liability  on the  part  of its
directors to the  Registrant  for monetary  damages  based upon any violation of
their  fiduciary  duties as directors,  except as to liability for any breach of
the duty of  loyalty,  acts or  omissions  not in good  faith  or which  involve
intentional  misconduct  or a knowing  violation  of law,  acts in  violation of
Section 204 of the Code, or any  transaction  from which a director  receives an
improper personal benefit.  This exclusion of liability does not limit any right
which a director may have to be indemnified.

     The  Registrant's  Articles  of  Incorporation,  its  Bylaws  and  separate
indemnification   agreements   entered  into  by  the  Registrant   provide  for
indemnification  of  directors  and  officers of the  Registrant  to the fullest
extent  permitted  by the  Code  for  claims  against  them  in  their  official
capacities, including stockholders' derivative actions.

     In  addition,  Registrant  maintains  directors'  and  officers'  liability
insurance  under which  Registrant's  directors and officers are insured against
loss as a result of claims brought  against them for their wrongful acts in such
capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER                       DESCRIPTION
------                       -----------

 5.1     Opinion of Allen Matkins Leck Gamble & Mallory LLP

10.1*    2002 Stock Incentive Plan

23.1     Consent of Allen Matkins Leck Gamble & Mallory LLP (included as part of
         Exhibit 5.1 hereto)

23.2     Consent of Grant Thornton LLP

24.1     Power of Attorney (included at page 4 of the Registration Statement)

*Incorporated by reference to the Registrant's Annual Report on Form 10-K
 for the fiscal year ended June 30, 2002, filed on September 20, 2002.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Sebastopol,  State of California, on this 9th day of
December, 2002.

                               SONOMAWEST HOLDINGS, Inc.,
                               a California corporation

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

                                POWER OF ATTORNEY

     Each  individual  whose  signature  appears below  constitutes and appoints
Roger S. Mertz and David J.  Bugatto,  and each of them,  such person's true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
resubstitution,  for such person and in such person's name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as such  person  might  or could  do in  person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                                      DATE
/s/  Roger S. Mertz                                Chairman of the Board of Directors            December 9, 2002
------------------------------------                 (Principal Executive Officer)
   Roger S. Mertz

/s/  Thomas R. Eakin                                  Chief Financial Officer                    December 9, 2002
------------------------------------        (Principal Financial and Accounting Officer)
   Thomas R. Eakin

/s/  David J. Bugatto                                          Director                          December 9, 2002
------------------------------------
   David J. Bugatto

/s/  Gary L. Hess                                              Director                          December 9, 2002
------------------------------------
   Gary L. Hess

/s/  Fredric Selinger                                           Director                         December 9, 2002
------------------------------------
   Fredric Selinger
EXHIBIT INDEX

 EXHIBIT
 NUMBER                       DESCRIPTION                                                  PAGE NUMBER
 ------                       -----------                                                  -----------
5.1          Opinion of Allen Matkins Leck Gamble & Mallory LLP                            5.1-1

10.1*         2002 Stock Incentive Plan                                                     10.1-1

 23.1         Consent of Allen Matkins Leck Gamble & Mallory LLP (included as part of       5.1-1
              Exhibit 5.1 hereto)

 23.2         Consent of Grant Thornton LLP                                                 23.2-1

 24.1         Power of Attorney (included at page 4 of the Registration Statement)            5

-------------------------------------------
*Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 2002, filed on September 20, 2002.