UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                      THE SECURITIES ACT OF 1933
                -------------------------------------------
                      NORTHERN EMPIRE BANCSHARES
         (Exact name of registrant as specified in its charter)

  California                                             94-2830529
  ---------------------------------           ---------------------
  (State or other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)           Identification Number


                             801 Fourth Street
                       Santa Rosa, California 95404
                 ----------------------------------------
                 (Address of principal executive offices)

           Northern Empire Bancshares 401(k) Profit Sharing Plan
           -----------------------------------------------------
                         (Full title of the plan)

Deborah A. Meekins                              (with copies to)
President and Chief Executive Officer            Lyman G. Lea
Northern Empire Bancshares                       Haines & Lea
801 Fourth Street                                465 California Street
Santa Rosa,                                      San Francisco,
California 95404                                 California 94104
(707) 579-2265                                   (415) 981-0320
                (Name, address and telephone number,
             including area code, of agent for service)


                   Calculation of Registration Fee

Title of      Amount to be   Proposed      Proposed      Amount of
Securities    registered     maximum       maximum       registration
to be                        offering      aggregate     fee
registered                   price per     offering
 (1)                         share (2)     price

Common Stock  100,000        $30.04       $3,004,000     $353.57


   (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described
herein.  Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers additional securities that may be
issued as a result of stock splits, stock dividends or similar
transactions.

   (2) Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on the average of the high and low sales prices of
Northern Empire Bancshares' common stock as of August 23, 2005, as reported
on NASDAQ.

This registration statement shall become effective immediately
upon filing with the Securities and Exchange Commission in accordance
with Rule 462 under the Securities Act of 1933


                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The following documents of Northern Empire Bancshares ("NEB") or the
Northern Empire Bancshares 401(k) Profit Sharing Plan ("Plan"), as
filed with the Securities and Exchange Commission ("Commission"), are
hereby incorporated by reference into this registration statement.

(a)  NEB Quarterly Report on Form 10-q for the quarter ended
June 30, 2005;

(b)  NEB Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, the Amendment No. 1 to the Form 10-K and the Amendment
No.2to the Form 10-K;

(c)  NEB Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005;

(d)  NEB Current Reports on Form 8-K filed on March 23, 2005,
April 25, 2005, May 5, 2005, and May 19, 2005;

(e)  the description of NEB common stock contained in its Form 8-A
registration statement under Section 12(g) of the Exchange Act of 1934;

(f)  The Plan's Annual Report on Form 11-K for the year ended
December 31, 2004.

(g)  All documents filed by NEB and the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to
the fling of a post-effective amendment to this registration
statement that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of such filing.


     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document that also is, or is deemed to be, incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

     NEB is subject to the California General Corporation Law, which
provides a detailed statutory framework covering indemnification of
any officer, director or other agent of a corporation who is made or
threatened to be made a party to any legal proceeding by reason of
his or her service on behalf of the corporation.  The law provides
that indemnification against expenses actually and reasonably
incurred in connection with any such proceeding shall be made to any
such person who has been successful "on the merits" in the defense of
any such proceeding, but does not require indemnification in any
other circumstances.  The law provides that a corporation may indemnify
any agent of the corporation, including officers and directors, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in a third party proceeding against such person by
reason of his or her services on behalf of the corporation, provided
the person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation.  The law
further provides that in derivative suits a corporation may indemnify
such a person against expenses incurred in such a proceeding, provided
such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its
shareholders.  Indemnification is not available in derivative actions
for amounts paid or expenses incurred in connection with a matter
that is settled or otherwise disposed of without court approval or (ii)
with respect to matters for which the agent shall have been adjudged to
be liable to the corporation unless the court shall determine that such
person is entitled to indemnification.

     The law permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on
behalf of the corporation upon the giving of a promise to repay any
such sums in the event it is later determined that such person is not
entitled to be indemnified.  Finally, the California General
Corporation Law provides that the indemnification provided by the
statute is not exclusive of other rights to which those seeking
indemnification may be entitled, by bylaw, agreement or otherwise, to
the extent additional rights are authorized in a corporation's articles
of incorporation.  The law further permits a corporation to procure
insurance on behalf of its directors, officers and agents against any
liability incurred by any such individual, even if a corporation would
not otherwise have the power under applicable law to indemnify the
director, officer or agent for such expenses.

     The Articles and Bylaws of the Corporation implement the applicable
statutory framework to provide for indemnification of directors,
officers and other corporate agents.

     NEB's Articles of Incorporation provide that the liability of
directors for monetary damages shall be eliminated to the fullest extent
permissible under California law.  Under California law directors are
not liable for monetary damages for breach of the directors' duty of
care to a corporation and its shareholders.  This provision does not
eliminate the duty of care, only liability for monetary damages awards
based on a breach of that duty.  In appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief remain
available under California law.

     A director does remain personally liable for:  (i) intentional
misconduct or knowing and culpable violation of law; (ii) acts or
omissions that a director believes to be contrary to the best interests
of a corporation or its shareholders, or that involve the absence of
good faith on the part of the director; (iii) any transaction from which
a director derives improper personal benefit; (iv) acts or omissions that
show reckless disregard for the director's duty to a corporation or its
shareholders where the director, in the ordinary course of performing the
director's duties, is or should be aware of a risk of serious injury to a
corporation or its shareholders; (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to a corporation or its shareholders; (vi) transactions
between a corporation and a director in which a director has a material
financial interest, unless approved in accordance with California law;
and (vii) liability for improper dividends or other distributions, loans,
or guarantees.  A corporation may limit a director's liability only with
regard to derivative actions, i.e., actions brought by shareholders on
behalf of the corporation, and not to claims brought by outside parties
or to claims by shareholders that are not on behalf of the corporation.
The Articles do not interfere with a shareholder's ability to pursue
other remedies, such as those provided by federal securities laws, or
equitable remedies, such as injunctive relief.


     Article SEVEN of NEB's Articles of Incorporation provides that NEB is
authorized to indemnify its directors, officers, employees and other
agents as follows:

   SEVEN:  INDEMNIFICATION OF AGENTS

     The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the Corporations Code) through bylaw
provisions, agreements with the agents, vote of shareholders or
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the Corporations Code, subject only
to the applicable limits on such excess indemnification set forth in
Section 204 of the Corporations Code with respect to breach of duty to the
corporation and its shareholders.

     Article VI of NEB's Bylaws provides for indemnification of directors,
officers, employees and other "agents" of NEB as follows:

                        "ARTICLE VI

                      Indemnification

   Section l.   Extent of Indemnification.  The Corporation shall
   have the power to indemnify agents (as defined in Section 317 of
   the California Corporations Code), including directors, officers
   and employees, in accordance with the provisions of Section 317
   or as otherwise permitted under the Corporation's Articles of
   Incorporation.

   Section 2.   Expense Advancement.  Expenses incurred in
   defending any proceeding may be advanced by the Corporation
   prior to the final disposition of such proceeding upon receipt
   of an undertaking by or on behalf of the agent to repay such
   amount unless it shall be determined ultimately that the agent
   is entitled to be indemnified.

   Section 3.   Insurance.  The Corporation may purchase and
   maintain insurance on behalf of any agent of the Corporation
   against any liability asserted against or incurred by the agent
   in such capacity or arising out of the agent's status as such
   whether or not the Corporation would have the power to indemnify
   the agent against such liability under the provisions of Section
   317 of the California Corporations Code."


Indemnification Agreements

     NEB and its sole subsidiary, Sonoma National Bank, have entered into
Indemnification Agreements with the directors of the NEB and the Bank
("Indemnification Agreements").

     The Indemnification Agreements provide to the directors the maximum
indemnification allowed under applicable law and under the NEB's
Articles of Incorporation and Bylaws.  The Indemnification Agreements
provide indemnification which expands the scope of indemnification
provided by Section 317 of the California General Corporation Law.  It
has not yet been determined, however, to what extent the indemnification
expressly permitted by statute may be expanded, and therefore the
validity and scope of indemnification provided by the Indemnification
Agreements may be subject to future judicial interpretation.

     The Indemnification Agreements set forth a number of procedural and
substantive matters which are not addressed or are addressed in less
detail in the California General Corporation Law, including those set
forth below.

     The Indemnification Agreements:

(1)  Establish a standard of conduct that the person to be indemnified
must have acted "in a manner such person did not believe to be contrary to
the best interests of the corporation."

(2)  Establish the presumption that the indemnified party has met the
applicable standard of conduct required for indemnification.  In addition,
an arbitrator may make the determination that indemnification is proper in
any arbitration proceeding in which such determination is pending.

(3)  Provide that litigation expenses shall be advanced to an indemnified
party at his request provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

(4) Provide that in a derivative suit the indemnified party will be
entitled to indemnification against amounts paid in settlement, to the
fullest extent permitted by law, where the indemnified party meets the
applicable standard of conduct.  The enforceability of the provisions in
the Indemnification Agreements providing for settlement payments in
derivative suits has not been judicially interpreted by the courts and may
be subject to public policy limitations.

(5)  In the event the corporation does not pay a requested indemnification
amount, the Indemnification Agreements allow the indemnified party to
contest this determination by petitioning a court to make an independent
determination of whether such party is entitled to indemnification under
the Indemnification Agreements.  In the event of such a contest, the
burden of providing that the indemnified party did not meet the applicable
standard of conduct will be on the corporation.  If the corporation fails
to establish that the applicable standard of conduct has not been met, the
indemnified party will be entitled to indemnification, which will include
reimbursement for expenses incurred by the indemnified party in such
contest in establishing the right to indemnification.

(6)  Provide for partial indemnification of costs and expenses in the
event that an indemnified party is not entitled to full indemnification
under the terms of the Indemnification Agreements.

(7)  Automatically incorporate future changes in the laws which increase
the protection available to the indemnitee.  Such changes will apply to
the corporation without further shareholder approval and may further
impair shareholders' rights or subject the corporation's assets to risk of
loss in the event of large indemnification claims.  Each Indemnification
Agreement constitutes a binding, legal obligation of the corporation, and
may not be amended without the consent of the individual who is protected
by such Indemnification Agreement.

(8)  Provide that actions by an indemnified party serving at the request
of the corporation as a director, officer or agent of an employee benefit
plan, corporation, partnership, joint venture or other enterprise, owned
or controlled by the corporation, shall be covered by the indemnification.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Exhibit Index.

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 prospectus required by Section 10(a)(3) of
the Securities Act of 1933.

           (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement.  Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement 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.

(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 Securities 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 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 Securities 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 Santa Rosa, California, on
July 25, 2005.

                                   NORTHERN EMPIRE BANCSHARES


                                   By: /s/ Deborah A. Meekins
                                   --------------------------
                                   Deborah A. Meekins
                                   President and Chief Executive Officer




POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints
Lyman G. Lea and Jane Richardson, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his 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
Securities and Exchange Commission under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities indicated on the dates indicated.


 /s/ Deborah A. Meekins                  Date:  August 29, 2005
---------------------------
Deborah A. Meekins
President and Chief Executive Officer

/s/ Jane M. Baker                        Date:  August 29, 2005
---------------------------
Jane M. Baker
Chief Financial Officer

/s/ Clement C. Carinalli                 Date:  August 29, 2005
---------------------------
Clement C. Carinalli
Director

/s/ Patrick R. Gallaher                  Date:  August 29, 2005
--------------------------
Patrick R. Gallaher
Director

/s/  William E. Geary                    Date:  August 29, 2005
--------------------------
William E. Geary
Director

/s/ Dennis R. Hunter                     Date:  August 29, 2005
--------------------------
Dennis R. Hunter
Chairman of the Board of Directors

/s/ James B. Keegan, Jr.                 Date:  August 29, 2005
--------------------------
James. B. Keegan, Jr.
Director















                              EXHIBIT INDEX



Exhibit Number                 Description
--------------                 -----------


    5.1        Opinion of Haines & Lea regarding legality of securities
               being offered, including consent

    5.2        Copy of determination letter, dated April 29, 2002, issued
               by the Internal Revenue Service regarding qualification
               under Section 401 of the Internal Revenue Code

   23.1        Consent of Moss Adams LLP

   23.2        Consent of Counsel (included in Exhibit 5.1)

   24          Power of Attorney (included in signature page to this
               registration statement)
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{"company-data": {"conformed-name": "NORTHERN EMPIRE BANCSHARES", "cik": "0000746253", "assigned-sic": "6021", "irs-number": "942830529", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127954", "film-number": "051058964"}, "business-address": {"street1": "801 FOURTH ST", "city": "SANTA ROSA", "state": "CA", "zip": "95404", "phone": "7075792265"}, "mail-address": {"street2": "801 FOURTH STREET", "city": "SANTA ROSA", "state": "CA", "zip": "95404"}}
UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                      THE SECURITIES ACT OF 1933
                -------------------------------------------
                      NORTHERN EMPIRE BANCSHARES
         (Exact name of registrant as specified in its charter)

  California                                             94-2830529
  ---------------------------------           ---------------------
  (State or other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)           Identification Number

                             801 Fourth Street
                       Santa Rosa, California 95404
                 ----------------------------------------
                 (Address of principal executive offices)

           Northern Empire Bancshares 401(k) Profit Sharing Plan
           -----------------------------------------------------
                         (Full title of the plan)

Deborah A. Meekins                              (with copies to)
President and Chief Executive Officer            Lyman G. Lea
Northern Empire Bancshares                       Haines & Lea
801 Fourth Street                                465 California Street
Santa Rosa,                                      San Francisco,
California 95404                                 California 94104
(707) 579-2265                                   (415) 981-0320
                (Name, address and telephone number,
             including area code, of agent for service)

                   Calculation of Registration Fee

Title of      Amount to be   Proposed      Proposed      Amount of
Securities    registered     maximum       maximum       registration
to be                        offering      aggregate     fee
registered                   price per     offering
 (1)                         share (2)     price

Common Stock  100,000        $30.04       $3,004,000     $353.57

   (1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described
herein.  Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers additional securities that may be
issued as a result of stock splits, stock dividends or similar
transactions.

   (2) Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on the average of the high and low sales prices of
Northern Empire Bancshares' common stock as of August 23, 2005, as reported
on NASDAQ.

This registration statement shall become effective immediately
upon filing with the Securities and Exchange Commission in accordance
with Rule 462 under the Securities Act of 1933

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The following documents of Northern Empire Bancshares ("NEB") or the
Northern Empire Bancshares 401(k) Profit Sharing Plan ("Plan"), as
filed with the Securities and Exchange Commission ("Commission"), are
hereby incorporated by reference into this registration statement.

(a)  NEB Quarterly Report on Form 10-q for the quarter ended
June 30, 2005;

(b)  NEB Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, the Amendment No. 1 to the Form 10-K and the Amendment
No.2to the Form 10-K;

(c)  NEB Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005;

(d)  NEB Current Reports on Form 8-K filed on March 23, 2005,
April 25, 2005, May 5, 2005, and May 19, 2005;

(e)  the description of NEB common stock contained in its Form 8-A
registration statement under Section 12(g) of the Exchange Act of 1934;

(f)  The Plan's Annual Report on Form 11-K for the year ended
December 31, 2004.

(g)  All documents filed by NEB and the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to
the fling of a post-effective amendment to this registration
statement that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of such filing.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document that also is, or is deemed to be, incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

     NEB is subject to the California General Corporation Law, which
provides a detailed statutory framework covering indemnification of
any officer, director or other agent of a corporation who is made or
threatened to be made a party to any legal proceeding by reason of
his or her service on behalf of the corporation.  The law provides
that indemnification against expenses actually and reasonably
incurred in connection with any such proceeding shall be made to any
such person who has been successful "on the merits" in the defense of
any such proceeding, but does not require indemnification in any
other circumstances.  The law provides that a corporation may indemnify
any agent of the corporation, including officers and directors, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in a third party proceeding against such person by
reason of his or her services on behalf of the corporation, provided
the person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation.  The law
further provides that in derivative suits a corporation may indemnify
such a person against expenses incurred in such a proceeding, provided
such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its
shareholders.  Indemnification is not available in derivative actions
for amounts paid or expenses incurred in connection with a matter
that is settled or otherwise disposed of without court approval or (ii)
with respect to matters for which the agent shall have been adjudged to
be liable to the corporation unless the court shall determine that such
person is entitled to indemnification.

     The law permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on
behalf of the corporation upon the giving of a promise to repay any
such sums in the event it is later determined that such person is not
entitled to be indemnified.  Finally, the California General
Corporation Law provides that the indemnification provided by the
statute is not exclusive of other rights to which those seeking
indemnification may be entitled, by bylaw, agreement or otherwise, to
the extent additional rights are authorized in a corporation's articles
of incorporation.  The law further permits a corporation to procure
insurance on behalf of its directors, officers and agents against any
liability incurred by any such individual, even if a corporation would
not otherwise have the power under applicable law to indemnify the
director, officer or agent for such expenses.

     The Articles and Bylaws of the Corporation implement the applicable
statutory framework to provide for indemnification of directors,
officers and other corporate agents.

     NEB's Articles of Incorporation provide that the liability of
directors for monetary damages shall be eliminated to the fullest extent
permissible under California law.  Under California law directors are
not liable for monetary damages for breach of the directors' duty of
care to a corporation and its shareholders.  This provision does not
eliminate the duty of care, only liability for monetary damages awards
based on a breach of that duty.  In appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief remain
available under California law.

     A director does remain personally liable for:  (i) intentional
misconduct or knowing and culpable violation of law; (ii) acts or
omissions that a director believes to be contrary to the best interests
of a corporation or its shareholders, or that involve the absence of
good faith on the part of the director; (iii) any transaction from which
a director derives improper personal benefit; (iv) acts or omissions that
show reckless disregard for the director's duty to a corporation or its
shareholders where the director, in the ordinary course of performing the
director's duties, is or should be aware of a risk of serious injury to a
corporation or its shareholders; (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the
director's duty to a corporation or its shareholders; (vi) transactions
between a corporation and a director in which a director has a material
financial interest, unless approved in accordance with California law;
and (vii) liability for improper dividends or other distributions, loans,
or guarantees.  A corporation may limit a director's liability only with
regard to derivative actions, i.e., actions brought by shareholders on
behalf of the corporation, and not to claims brought by outside parties
or to claims by shareholders that are not on behalf of the corporation.
The Articles do not interfere with a shareholder's ability to pursue
other remedies, such as those provided by federal securities laws, or
equitable remedies, such as injunctive relief.

     Article SEVEN of NEB's Articles of Incorporation provides that NEB is
authorized to indemnify its directors, officers, employees and other
agents as follows:

   SEVEN:  INDEMNIFICATION OF AGENTS

     The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the Corporations Code) through bylaw
provisions, agreements with the agents, vote of shareholders or
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the Corporations Code, subject only
to the applicable limits on such excess indemnification set forth in
Section 204 of the Corporations Code with respect to breach of duty to the
corporation and its shareholders.

     Article VI of NEB's Bylaws provides for indemnification of directors,
officers, employees and other "agents" of NEB as follows:

                        "ARTICLE VI

                      Indemnification

   Section l.   Extent of Indemnification.  The Corporation shall
   have the power to indemnify agents (as defined in Section 317 of
   the California Corporations Code), including directors, officers
   and employees, in accordance with the provisions of Section 317
   or as otherwise permitted under the Corporation's Articles of
   Incorporation.

   Section 2.   Expense Advancement.  Expenses incurred in
   defending any proceeding may be advanced by the Corporation
   prior to the final disposition of such proceeding upon receipt
   of an undertaking by or on behalf of the agent to repay such
   amount unless it shall be determined ultimately that the agent
   is entitled to be indemnified.

   Section 3.   Insurance.  The Corporation may purchase and
   maintain insurance on behalf of any agent of the Corporation
   against any liability asserted against or incurred by the agent
   in such capacity or arising out of the agent's status as such
   whether or not the Corporation would have the power to indemnify
   the agent against such liability under the provisions of Section
   317 of the California Corporations Code."

Indemnification Agreements

     NEB and its sole subsidiary, Sonoma National Bank, have entered into
Indemnification Agreements with the directors of the NEB and the Bank
("Indemnification Agreements").

     The Indemnification Agreements provide to the directors the maximum
indemnification allowed under applicable law and under the NEB's
Articles of Incorporation and Bylaws.  The Indemnification Agreements
provide indemnification which expands the scope of indemnification
provided by Section 317 of the California General Corporation Law.  It
has not yet been determined, however, to what extent the indemnification
expressly permitted by statute may be expanded, and therefore the
validity and scope of indemnification provided by the Indemnification
Agreements may be subject to future judicial interpretation.

     The Indemnification Agreements set forth a number of procedural and
substantive matters which are not addressed or are addressed in less
detail in the California General Corporation Law, including those set
forth below.

     The Indemnification Agreements:

(1)  Establish a standard of conduct that the person to be indemnified
must have acted "in a manner such person did not believe to be contrary to
the best interests of the corporation."

(2)  Establish the presumption that the indemnified party has met the
applicable standard of conduct required for indemnification.  In addition,
an arbitrator may make the determination that indemnification is proper in
any arbitration proceeding in which such determination is pending.

(3)  Provide that litigation expenses shall be advanced to an indemnified
party at his request provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

(4) Provide that in a derivative suit the indemnified party will be
entitled to indemnification against amounts paid in settlement, to the
fullest extent permitted by law, where the indemnified party meets the
applicable standard of conduct.  The enforceability of the provisions in
the Indemnification Agreements providing for settlement payments in
derivative suits has not been judicially interpreted by the courts and may
be subject to public policy limitations.

(5)  In the event the corporation does not pay a requested indemnification
amount, the Indemnification Agreements allow the indemnified party to
contest this determination by petitioning a court to make an independent
determination of whether such party is entitled to indemnification under
the Indemnification Agreements.  In the event of such a contest, the
burden of providing that the indemnified party did not meet the applicable
standard of conduct will be on the corporation.  If the corporation fails
to establish that the applicable standard of conduct has not been met, the
indemnified party will be entitled to indemnification, which will include
reimbursement for expenses incurred by the indemnified party in such
contest in establishing the right to indemnification.

(6)  Provide for partial indemnification of costs and expenses in the
event that an indemnified party is not entitled to full indemnification
under the terms of the Indemnification Agreements.

(7)  Automatically incorporate future changes in the laws which increase
the protection available to the indemnitee.  Such changes will apply to
the corporation without further shareholder approval and may further
impair shareholders' rights or subject the corporation's assets to risk of
loss in the event of large indemnification claims.  Each Indemnification
Agreement constitutes a binding, legal obligation of the corporation, and
may not be amended without the consent of the individual who is protected
by such Indemnification Agreement.

(8)  Provide that actions by an indemnified party serving at the request
of the corporation as a director, officer or agent of an employee benefit
plan, corporation, partnership, joint venture or other enterprise, owned
or controlled by the corporation, shall be covered by the indemnification.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Exhibit Index.

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 prospectus required by Section 10(a)(3) of
the Securities Act of 1933.

           (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement.  Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement 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.

(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 Securities 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 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 Securities 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 Santa Rosa, California, on
July 25, 2005.

                                   NORTHERN EMPIRE BANCSHARES

                                   By: /s/ Deborah A. Meekins
                                   --------------------------
                                   Deborah A. Meekins
                                   President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints
Lyman G. Lea and Jane Richardson, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his 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
Securities and Exchange Commission under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities indicated on the dates indicated.

 /s/ Deborah A. Meekins                  Date:  August 29, 2005
---------------------------
Deborah A. Meekins
President and Chief Executive Officer

/s/ Jane M. Baker                        Date:  August 29, 2005
---------------------------
Jane M. Baker
Chief Financial Officer

/s/ Clement C. Carinalli                 Date:  August 29, 2005
---------------------------
Clement C. Carinalli
Director

/s/ Patrick R. Gallaher                  Date:  August 29, 2005
--------------------------
Patrick R. Gallaher
Director

/s/  William E. Geary                    Date:  August 29, 2005
--------------------------
William E. Geary
Director

/s/ Dennis R. Hunter                     Date:  August 29, 2005
--------------------------
Dennis R. Hunter
Chairman of the Board of Directors

/s/ James B. Keegan, Jr.                 Date:  August 29, 2005
--------------------------
James. B. Keegan, Jr.
Director

                              EXHIBIT INDEX

Exhibit Number                 Description
--------------                 -----------

    5.1        Opinion of Haines & Lea regarding legality of securities
               being offered, including consent

    5.2        Copy of determination letter, dated April 29, 2002, issued
               by the Internal Revenue Service regarding qualification
               under Section 401 of the Internal Revenue Code

   23.1        Consent of Moss Adams LLP

   23.2        Consent of Counsel (included in Exhibit 5.1)

   24          Power of Attorney (included in signature page to this
               registration statement)