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 (Date of earliest event reported): July 30, 2004
  
  
                            Sutter Holding Company, Inc.
  
               (Exact name of registrant as specified in its charter)
  
  
  
             Delaware                    1-15733                 59-2651232
          (State or other              (Commission            (I.R.S. Employer
  jurisdiction of incorporation)       File Number)           Identification No.)
  
  
                          220 Montgomery Street, Suite 2100
                               San Francisco, CA 94104
  
                 (Address of principal executive offices) (zip code)
  
                                   (415) 788-1441
                           (Registrant's telephone number,
                                including area code)
  
  
  
           (Former name or former address, if changed since last report.)
  
  
  
  
  
  
  <PAGE>
  
  Item 5.       Other Events and Regulation FD Disclosure
  
       On July 30, 2004, a change of control occurred at Knight Fuller, Inc., a
  creditor of the Company. Pursuant to the terms of the amended Convertible
  Promissory Note between the Company and Knight Fuller, upon a change in control
  at Knight Fuller, the Company could elect to convert the note into common stock
  of the Company. On July 30, the Company delivered notice to Knight Fuller of its
  intent to convert the note, and the note and certain other obligations of the
  Company to Knight Fuller were then converted into an aggregate of 347,373 shares
  of common stock of the Company in satisfaction of all company obligations under
  the note.
  
       The Company and Knight Fuller further entered into a Voting and
  Registration Rights Agreement giving the Company voting control over the shares
  issued upon conversion of the Note for a period of two years from the date of
  conversion, and obligating the Company to register the shares for sale within
  two years. A copy of the Voting and Registration Rights Agreement is attached to
  this report as Exhibit 4.4.
  
       Knight Fuller has declared a dividend in-kind of the Company's shares
  received in conversion of the note. Such shares cannot be distributed to Knight
  Fuller shareholders in payment of the dividend until such time as the shares are
  registered for sale with the Securities and Exchange Commission. Accordingly,
  the Company and Knight Fuller further entered into an Escrow Agreement wherein
  the Company agreed to hold the shares in escrow until the shares are effectively
  registered and available to be distributed to Knight Fuller's shareholders. A
  copy of the Escrow Agreement is attached to this report as Exhibit 4.5. As the
  Company owns 126,140 shares of Knight Fuller's common stock, and is therefore
  entitled to receive 126,140 shares of its own common stock on payment of the
  in-kind dividend by Knight Fuller, those 126,140 shares of the Company's common
  stock have been deemed distributed to the Company and will be retired as
  treasury stock of the Company. Accordingly, the balance of 221,233 of the
  Company's common shares will be held in the escrow pending distribution to the
  other shareholders of Knight Fuller.
  
  
  Item 7.  Financial Statements and Exhibits
  
  Exhibit 4.4  Voting and Registration Rights Agreement, dated as of July 30, 2004
  
  Exhibit 4.5  Escrow Agreement, dated as of July 30, 2004
  
  
                                     SIGNATURES
  
  
       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.
  
  
  
  Dated: July 30, 2004              SUTTER HOLDING COMPANY, INC
  
                                    By: s/ ROBERT E. DIXON
                                        ------------------
                                        Robert E. Dixon,
                                        Co-Chief Executive Officer
  
  
  
  
                                         2
  
  <PAGE>
  
  
  
  
                                   EXHIBIT INDEX
  
  
  
  Exhibit 4.4  Voting and Registration Rights Agreement, dated as of July 30, 2004
  
  Exhibit 4.5  Escrow Agreement, dated as of July 30, 2004
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metadata_filer: {"company-data": {"conformed-name": "SUTTER HOLDING CO INC", "cik": "0001100202", "assigned-sic": "6211", "irs-number": "753111137", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15733", "film-number": "04943405"}, "business-address": {"street1": "150 POST ST", "street2": "SUITE 405", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4157881441"}, "mail-address": {"street1": "150 POST ST", "street2": "SUITE 405", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}, "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 (Date of earliest event reported): July 30, 2004
  
                            Sutter Holding Company, Inc.
  
               (Exact name of registrant as specified in its charter)
  
             Delaware                    1-15733                 59-2651232
          (State or other              (Commission            (I.R.S. Employer
  jurisdiction of incorporation)       File Number)           Identification No.)
  
                          220 Montgomery Street, Suite 2100
                               San Francisco, CA 94104
  
                 (Address of principal executive offices) (zip code)
  
                                   (415) 788-1441
                           (Registrant's telephone number,
                                including area code)
  
           (Former name or former address, if changed since last report.)
  Item 5.       Other Events and Regulation FD Disclosure
  
       On July 30, 2004, a change of control occurred at Knight Fuller, Inc., a
  creditor of the Company. Pursuant to the terms of the amended Convertible
  Promissory Note between the Company and Knight Fuller, upon a change in control
  at Knight Fuller, the Company could elect to convert the note into common stock
  of the Company. On July 30, the Company delivered notice to Knight Fuller of its
  intent to convert the note, and the note and certain other obligations of the
  Company to Knight Fuller were then converted into an aggregate of 347,373 shares
  of common stock of the Company in satisfaction of all company obligations under
  the note.
  
       The Company and Knight Fuller further entered into a Voting and
  Registration Rights Agreement giving the Company voting control over the shares
  issued upon conversion of the Note for a period of two years from the date of
  conversion, and obligating the Company to register the shares for sale within
  two years. A copy of the Voting and Registration Rights Agreement is attached to
  this report as Exhibit 4.4.
  
       Knight Fuller has declared a dividend in-kind of the Company's shares
  received in conversion of the note. Such shares cannot be distributed to Knight
  Fuller shareholders in payment of the dividend until such time as the shares are
  registered for sale with the Securities and Exchange Commission. Accordingly,
  the Company and Knight Fuller further entered into an Escrow Agreement wherein
  the Company agreed to hold the shares in escrow until the shares are effectively
  registered and available to be distributed to Knight Fuller's shareholders. A
  copy of the Escrow Agreement is attached to this report as Exhibit 4.5. As the
  Company owns 126,140 shares of Knight Fuller's common stock, and is therefore
  entitled to receive 126,140 shares of its own common stock on payment of the
  in-kind dividend by Knight Fuller, those 126,140 shares of the Company's common
  stock have been deemed distributed to the Company and will be retired as
  treasury stock of the Company. Accordingly, the balance of 221,233 of the
  Company's common shares will be held in the escrow pending distribution to the
  other shareholders of Knight Fuller.
  
  Item 7.  Financial Statements and Exhibits
  
  Exhibit 4.4  Voting and Registration Rights Agreement, dated as of July 30, 2004
  
  Exhibit 4.5  Escrow Agreement, dated as of July 30, 2004
  
                                     SIGNATURES
  
       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.
  
  Dated: July 30, 2004              SUTTER HOLDING COMPANY, INC
  
                                    By: s/ ROBERT E. DIXON
                                        ------------------
                                        Robert E. Dixon,
                                        Co-Chief Executive Officer
  
                                         2
  EXHIBIT INDEX
  
  Exhibit 4.4  Voting and Registration Rights Agreement, dated as of July 30, 2004
  
  Exhibit 4.5  Escrow Agreement, dated as of July 30, 2004