content: 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: March 31, 2005 (Date of earliest event reported: March 28, 2005)
                  --------------                                   --------------
  
                            Sutter Holding Company, Inc.
                 --------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
  
  
               Delaware                 001-15733               75-3111137
     ----------------------------    ----------------      -------------------
     (State or Other Jurisdiction    (Commission File        (IRS Employer
           of Incorporation)              Number)          Identification No.)
  
  
  
          220 Montgomery Street, Suite 2100, San Francisco CA            94104
    ------------------------------------------------------------------ ----------
              (Address of Principal Executive Offices)                 (Zip Code)
  
  
          Registrant's telephone number, including area code (415) 788-1441
          -------------------------------------------------- --------------
  
                                         N/A
       ----------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  
  <PAGE>
  
  
  Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
           As previously disclosed on a current report on Form 8-K filed on
  October 15, 2004, the Registrant changed independent auditors on October 11,
  2004. On March 25, 2005, the Registrant's current independent auditor suggested
  accounting treatment for a series of transactions that differed from the manner
  in which the Registrant had previously accounted for them. On March 28, 2005,
  the Registrant definitively determined that (1) it had improperly accounted for
  the carrying value of a non-core investment and the resulting gain on sale from
  this investment in its 2004 fiscal third quarter, (2) it had improperly taken
  into revenue a gain on sale of such investment that included the Registrant
  taking shares of its common stock back into treasury, and (3) it had not
  previously accounted for an inducement component of a conversion of outstanding
  indebtedness of the Registrant into common stock. The effect of the change in
  accounting treatment for this non-core investment is expected to result in an
  approximate $863,000 non-cash reduction in reported earnings for the third
  fiscal quarter, from reported net earnings of approximately $82,000 to a
  reported net loss of approximately $781,000. While this change in accounting
  treatment has no economic impact on the operations of the Registrant, the
  Registrant concluded that its 2004 fiscal third quarter financial statements on
  its Quarterly Report on Form 10-Q filed with the Securities and Exchange
  Commission on November 22, 2004, particularly its reported earnings, should not
  be relied upon.
  
  
                                     SIGNATURES
  
              Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                     SUTTER HOLDING COMPANY, INC.
  
                                     By: /s/ WILLIAM G. KNUFF, III
                                     ---------------------------------------
                                     William G. Knuff, III
                                     Chairman and Chief Financial Officer
  
                                     Date: March 31, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "shc8kitem402.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 3944}]
metadata_filer: {"company-data": {"conformed-name": "SUTTER HOLDING CO INC", "cik": "0001100202", "assigned-sic": "6199", "irs-number": "753111137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15733", "film-number": "05724347"}, "business-address": {"street1": "220 MONTGOMERY ST", "street2": "SUITE 2100", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4157881441"}, "mail-address": {"street1": "220 MONTGOMERY ST", "street2": "SUITE 2100", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}, "former-company": {"former-conformed-name": "SHOCHET HOLDING CORP", "date-changed": "19991201"}}
text: 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: March 31, 2005 (Date of earliest event reported: March 28, 2005)
                  --------------                                   --------------
  
                            Sutter Holding Company, Inc.
                 --------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
               Delaware                 001-15733               75-3111137
     ----------------------------    ----------------      -------------------
     (State or Other Jurisdiction    (Commission File        (IRS Employer
           of Incorporation)              Number)          Identification No.)
  
          220 Montgomery Street, Suite 2100, San Francisco CA            94104
    ------------------------------------------------------------------ ----------
              (Address of Principal Executive Offices)                 (Zip Code)
  
          Registrant's telephone number, including area code (415) 788-1441
          -------------------------------------------------- --------------
  
                                         N/A
       ----------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
           As previously disclosed on a current report on Form 8-K filed on
  October 15, 2004, the Registrant changed independent auditors on October 11,
  2004. On March 25, 2005, the Registrant's current independent auditor suggested
  accounting treatment for a series of transactions that differed from the manner
  in which the Registrant had previously accounted for them. On March 28, 2005,
  the Registrant definitively determined that (1) it had improperly accounted for
  the carrying value of a non-core investment and the resulting gain on sale from
  this investment in its 2004 fiscal third quarter, (2) it had improperly taken
  into revenue a gain on sale of such investment that included the Registrant
  taking shares of its common stock back into treasury, and (3) it had not
  previously accounted for an inducement component of a conversion of outstanding
  indebtedness of the Registrant into common stock. The effect of the change in
  accounting treatment for this non-core investment is expected to result in an
  approximate $863,000 non-cash reduction in reported earnings for the third
  fiscal quarter, from reported net earnings of approximately $82,000 to a
  reported net loss of approximately $781,000. While this change in accounting
  treatment has no economic impact on the operations of the Registrant, the
  Registrant concluded that its 2004 fiscal third quarter financial statements on
  its Quarterly Report on Form 10-Q filed with the Securities and Exchange
  Commission on November 22, 2004, particularly its reported earnings, should not
  be relied upon.
  
                                     SIGNATURES
  
              Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                     SUTTER HOLDING COMPANY, INC.
  
                                     By: /s/ WILLIAM G. KNUFF, III
                                     ---------------------------------------
                                     William G. Knuff, III
                                     Chairman and Chief Financial Officer
  
                                     Date: March 31, 2005