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): July 20, 2005



                              SONOMA VALLEY BANCORP
                              ---------------------
             (Exact name of registrant as specified in its charter)


  California                        000-31929                    68-0454068
  ----------                        ---------                    ----------
(State or other                (Commission File No.)           (I.R.S. Employer
 jurisdiction                                                Identification No.)
of incorporation)



                 202 West Napa Street, Sonoma, California 95476
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (707) 935-3200
              (Registrant's telephone number, including area code)


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))


<PAGE>


Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     On July 20,  2005,  Sonoma  Valley  Bancorp`s  (the  "Company's")  Board of
Directors  (the "Board")  adopted  effective  January 1, 2005, an incentive pool
formula as follows

          I. Incentive  Pool Formula  consisting of (A) ten percent (10%) of the
     Company's  net  profits  up to the  amount of the prior  year's  net profit
     level;  (B) forty percent  (40%) of the net profit  increase over the prior
     year,  up to a ten percent  (10%)  increase  over the prior  year;  and (C)
     fifty-five  percent (55%) of all additional  net profit  increases over ten
     percent  (10%).  For purposes of these  calculations,  "net profits"  shall
     include the payment of bonuses to any directors,  officers and employees of
     the Company pursuant to this incentive pool formula. Any adjustments to net
     profit levels will be limited to the sale of real property and gain or loss
     on the sale of securities.

          II.  Incentive Pool Allocation  shall be allocated:  (A) sixty percent
     (60%) to the executive  management group and (B) forty percent (40%) to the
     managers and staff.






<PAGE>



                                    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.


                            SONOMA VALLEY BANCORP,
                            a California Corporation




Dated:  November 2, 2005    /s/ Mel Switzer, Jr.
                            -------------------------------------
                            Mel Switzer, Jr.,
                            Chief Executive Officer and President
                            (Principal Executive Officer)
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{"company-data": {"conformed-name": "SONOMA VALLEY BANCORP", "cik": "0001120427", "assigned-sic": "6021", "irs-number": "680454068", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31929", "film-number": "051176821"}, "business-address": {"street1": "C/O SONOMA VALLEY BANCORP", "street2": "202 WEST NAPA STREET", "city": "SONOMA", "state": "CA", "zip": "95476"}}
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): July 20, 2005

                              SONOMA VALLEY BANCORP
                              ---------------------
             (Exact name of registrant as specified in its charter)

  California                        000-31929                    68-0454068
  ----------                        ---------                    ----------
(State or other                (Commission File No.)           (I.R.S. Employer
 jurisdiction                                                Identification No.)
of incorporation)

                 202 West Napa Street, Sonoma, California 95476
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (707) 935-3200
              (Registrant's telephone number, including area code)

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))
Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     On July 20,  2005,  Sonoma  Valley  Bancorp`s  (the  "Company's")  Board of
Directors  (the "Board")  adopted  effective  January 1, 2005, an incentive pool
formula as follows

          I. Incentive  Pool Formula  consisting of (A) ten percent (10%) of the
     Company's  net  profits  up to the  amount of the prior  year's  net profit
     level;  (B) forty percent  (40%) of the net profit  increase over the prior
     year,  up to a ten percent  (10%)  increase  over the prior  year;  and (C)
     fifty-five  percent (55%) of all additional  net profit  increases over ten
     percent  (10%).  For purposes of these  calculations,  "net profits"  shall
     include the payment of bonuses to any directors,  officers and employees of
     the Company pursuant to this incentive pool formula. Any adjustments to net
     profit levels will be limited to the sale of real property and gain or loss
     on the sale of securities.

          II.  Incentive Pool Allocation  shall be allocated:  (A) sixty percent
     (60%) to the executive  management group and (B) forty percent (40%) to the
     managers and staff.
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.

                            SONOMA VALLEY BANCORP,
                            a California Corporation

Dated:  November 2, 2005    /s/ Mel Switzer, Jr.
                            -------------------------------------
                            Mel Switzer, Jr.,
                            Chief Executive Officer and President
                            (Principal Executive Officer)