SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

|X|   Quarterly  Report  Pursuant  to  Section  13 or 15 (d)  of the  Securities
      Exchange Act of 1934.

      For the quarterly period ended December 31, 2005 or

|_|   Transition  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
      Exchange Act of 1934.

      For the transition period from _________ to _________.

                          Commission File Number 01912

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

            DELAWARE                                       94-1069729
   (State of incorporation)                    (IRS Employer Identification #)


   2064 HIGHWAY 116 NORTH, SEBASTOPOL, CA                          95472-2662
  (Address of principal executive offices)                         (Zip Code)


        Registrant's telephone number, including area code: 707-824-2534
        --------------------------------------------------


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

         YES:     |X|                  NO:     |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act.

         YES:     |_|                  NO:     |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

         YES:     |_|                  NO:     |X|

As of February 13, 2006,  there were  1,124,257  shares of common stock,  no par
value, outstanding.


<PAGE>

                           SONOMA.WEST HOLDINGS, INC.

                                TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION                                             Page

    Item 1.   Financial Statements

              Balance Sheets at December 31, 2005 and
              June 30, 2005 (unaudited)........................................3

              Statements of Operations - Three and six months
              ended December 31, 2005 and 2004 (unaudited).....................4

              Statement of Changes in Shareholders' Equity -
              Six months ended December 31, 2005 (unaudited)...................5

              Statements of Cash Flows - Six months ended
              December 31, 2005 and 2004(unaudited)............................6

              Notes to Financial Statements (unaudited)........................7

    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................12

    Item 3.   Quantitative and Qualitative Disclosures About Market Risk......16

    Item 4.   Controls and Procedures.........................................16

PART II.   OTHER INFORMATION

    Item 1.   Legal Proceedings...............................................17

    Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.....17

    Item 3.   Defaults Upon Senior Securities ................................17

    Item 4.   Submission of Matters to a Vote of Security Holders.............17

    Item 5.   Other Information...............................................17

    Item 6.   Exhibits........................................................17

    Signature.................................................................18

EXHIBIT INDEX.................................................................20

EXHIBITS......................................................................20


                                      -2-
<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                    SONOMAWEST HOLDINGS, INC.
                                          BALANCE SHEETS
                                      (AMOUNTS IN THOUSANDS)
                                           (UNAUDITED)


ASSETS                                                                           12/31/05  6/30/05
                                                                                  ------   ------
<S>                                                                               <C>      <C>
CURRENT ASSETS:
   Cash                                                                           $3,840   $1,879
   Accounts receivable                                                               172      123
   Other receivables                                                                  14       13
   Prepaid expenses and other assets                                                  63      129
   Current deferred income taxes, net                                                 --      298
                                                                                  ------   ------
                Total current assets                                               4,089    2,442
                                                                                  ------   ------
RENTAL PROPERTY, net                                                               1,479    1,553
                                                                                  ------   ------
INVESTMENT, at cost                                                                2,401    3,001
                                                                                  ------   ------
DEFERRED INCOME TAXES                                                                175      159
                                                                                  ------   ------
PREPAID COMMISSIONS AND OTHER ASSETS                                                 176      117
                                                                                  ------   ------
                Total assets                                                      $8,320   $7,272
                                                                                  ======   ======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt                                           $   80   $1,620
   Accounts payable                                                                  107      121
   Accrued payroll and related liabilities                                            15       31
   Accrued expenses and other current liabilities                                    146       76
   Income taxes payable                                                              190       --
   Unearned rents and deposits                                                       419      364
   Current deferred tax liability                                                      8       --
                                                                                  ------   ------
                Total current liabilities                                            965    2,212
                                                                                  ------   ------
LONG-TERM DEBT, net of current maturities                                          1,513       --
                                                                                  ------   ------
OTHER LONG-TERM LIABILITIES                                                           --      131
                                                                                  ------   ------
                Total liabilities                                                  2,478    2,343
                                                                                  ------   ------
SHAREHOLDERS' EQUITY:
   Preferred stock:  2,500 shares authorized; no shares outstanding                   --       --
   Common stock:  5,000 shares authorized, no par value; 1,124 and 1,114 shares
     outstanding on December 31, 2005 and June 30, 2005, respectively              2,913    2,770
   Retained earnings                                                               2,929    2,159
                                                                                  ------   ------
                Total shareholders' equity                                         5,842    4,929
                                                                                  ------   ------
                Total liabilities and shareholders' equity                        $8,320   $7,272
                                                                                  ======   ======


                 The accompanying notes are an integral part of these statements.
</TABLE>

                                               -3-
<PAGE>

<TABLE>
<CAPTION>
                                 SONOMAWEST HOLDINGS, INC.
                                 STATEMENTS OF OPERATIONS
               FOR THE SIX AND THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                        (UNAUDITED)
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                       Six Months          Three Months
                                                   Ended December 31     Ended December 31
                                                  ------------------    ------------------
                                                    2005       2004       2005      2004
                                                  -------    -------    -------    -------
<S>                                               <C>        <C>        <C>        <C>
RENTAL REVENUE -NET                               $   996    $   908    $   520    $   476
TENANT REIMBURSEMENTS                                 274        254        137        106
                                                  -------    -------    -------    -------
TOTAL REVENUE                                     $ 1,270    $ 1,162    $   657    $   582
                                                  -------    -------    -------    -------

OPERATING COSTS                                     1,188      1,013        635        529
OPERATING COSTS -- RELATED PARTY EXPENSES              39        230          9         96
                                                  -------    -------    -------    -------
TOTAL OPERATING COSTS                               1,227      1,243        644        625
                                                  -------    -------    -------    -------
OPERATING INCOME (LOSS)                                43        (81)        13        (43)
INTEREST EXPENSE                                      (57)       (41)       (30)       (21)
INTEREST INCOME                                        47         14         31          8
DIVIDEND INCOME                                       122         --        122         --
GAIN ON SALE OF INVESTMENTS                         1,090         --      1,090         --
OTHER INCOME                                            6         19         --         18
                                                  -------    -------    -------    -------
INCOME (LOSS) BEFORE INCOME TAXES                   1,251        (89)     1,226        (38)
INCOME TAX (PROVISION) BENEFIT                       (481)        33       (471)        14
                                                  -------    -------    -------    -------
NET INCOME (LOSS )                                $   770    $   (56)   $   755    $   (24)
                                                  =======    =======    =======    =======

WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS:
   Basic                                            1,122      1,114      1,124      1,114
    Diluted                                         1,150      1,114      1,155      1,114

INCOME (LOSS) PER COMMON SHARE:
   Basic                                          $  0.69    $ (0.05)   $  0.67    $ (0.02)
   Diluted                                        $  0.67    $ (0.05)   $  0.65    $ (0.02)


        The accompanying notes are an integral part of these financial statements.
</TABLE>

                                            -4-
<PAGE>

                                   SONOMAWEST HOLDINGS, INC.
                          STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                          (UNAUDITED)
                           FOR THE SIX MONTHS ENDED DECEMBER 31, 2005
                                     (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 Common Stock
                                          --------------------------                  Total
                                             Number                    Retained   Shareholders'
                                           of Shares       Amount      Earnings      Equity
                                          -------------  -----------  ----------  -------------

<S>                                       <C>            <C>          <C>         <C>
BALANCE, JUNE 30, 2005                            1,114  $     2,770  $    2,159  $       4,929

   Net income                                                                770            770

   Non-cash stock compensation charge                             81                         81

   Exercise of stock options                         10           62                         62
                                          -------------  -----------  ----------  -------------
BALANCE, DECEMBER 31, 2005                        1,124  $     2,913  $    2,929  $       5,842
                                          =============  ===========  ==========  =============


           The accompanying notes are an integral part of these financial statements.
</TABLE>


                                              -5-
<PAGE>


                                      SONOMAWEST HOLDINGS, INC.
                                       STATEMENTS OF CASH FLOWS
                                             (UNAUDITED)
                         FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004
                                        (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                     2005      2004
                                                                                   -------    -------
<S>                                                                                <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                               $   770    $   (56)
                                                                                   -------    -------
   Adjustments  to reconcile net income (loss) to net cash provided by operating
    activities:
      Gain on sale of investments                                                   (1,090)        --
      Dividends received from investments                                             (122)        --
      Non-cash stock compensation charge                                                81         10
      Depreciation and amortization expense                                            108        107

      Changes in assets and liabilities:
        Accounts receivable, net                                                       (49)         8
        Other receivables                                                               (1)        26
        Related party interest receivable                                               --          3
        Prepaid expenses and other assets                                               66         72
        Deferred income tax provision (benefit)                                        290        (33)

        Prepaid commissions and other assets                                           (59)        23
        Accounts payable                                                               (14)      (130)
        Accrued Expenses and other current liabilities                                  70         --
        Income taxes payable                                                           190         --
        Accrued payroll and related liabilities                                        (16)       (20)
        Unearned rents and deposits                                                     55         55
        Other long-term liabilities                                                   (131)        --
                                                                                   -------    -------
                                                                                      (622)       121
                                                                                   -------    -------
              Net cash provided by operating activities                                148         65
                                                                                   -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                (34)       (59)
   Proceeds from sale of investments                                                 1,690         --
   Dividends received from investments                                                 122         --
                                                                                   -------    -------
              Net cash provided by, (used in) investing activities                   1,778        (59)
                                                                                   -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from debt refinancing                                                    1,606
   Principal payments of long term debt                                             (1,633)       (28)
   Exercise of stock options                                                            62        400
                                                                                   -------    -------
              Net cash provided by financing activities                                 35        372
                                                                                   -------    -------
NET INCREASE  IN CASH                                                                1,961        378

CASH AT BEGINNING OF PERIOD                                                          1,879      1,348
                                                                                   -------    -------
CASH AT END OF PERIOD                                                              $ 3,840    $ 1,726
                                                                                   =======    =======

                       Supplemental Cash Flow Information
                                                                                     2005      2004
                                                                                   -------    -------
Interest paid                                                                      $    55    $    40
Taxes paid                                                                         $     1    $     1


              The accompanying notes are an integral part of these financial statements.

</TABLE>

                                                 -6-
<PAGE>

                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 2005

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim statements have been prepared pursuant to the
rules  of the  Securities  and  Exchange  Commission.  Certain  information  and
disclosures  normally  included  in  annual  financial  statements  prepared  in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted  pursuant to such rules and  regulations,
although  the  Company  believes  these  disclosures  are  adequate  to make the
information  not  misleading.  In the  opinion of  management,  all  adjustments
necessary for a fair  presentation for the periods presented have been reflected
and are of a normal recurring nature.  These interim financial statements should
be read in conjunction with the financial  statements and notes thereto for each
of the three years in the period ended June 30, 2005.  The results of operations
for the six-month period ended December 31, 2005 are not necessarily  indicative
of the results that will be achieved for the entire year ending June 30, 2006.

REVENUE RECOGNITION

Revenue is recognized on a monthly basis, based upon the dollar amount specified
in the  related  lease.  The Company  requires  that all tenants be covered by a
lease. Lease incentives and construction  allowances  provided by the Company to
certain of its tenants are amortized as an offset to revenue on a  straight-line
basis over the term of the  respective  lease.  The Company does not have leases
that include provisions that require the lessee to pay the lessor any additional
rent based upon the lessee's sales or any other  financial  performance  levels.
Reimbursements  of certain costs  received from tenants are recognized as tenant
reimbursement revenues.

NOTE 2 - INVESTMENT

Background.  The Company holds an investment  in MetroPCS  Communications,  Inc.
("METROPCS"),  a privately held  telecommunications  company. As of December 31,
2005,  the  Company  had a $2.4  million  minority  investment  in the  Series D
Preferred Stock of MetroPCS. The Company owns less than one percent of the total
outstanding  shares of Series D Preferred Stock and less than one percent of the
total  outstanding  capital  stock of MetroPCS  on an  as-converted  basis.  The
Company accounts for its investment in MetroPCS under the cost method.

The Board of Directors of SonomaWest Holdings continues to actively monitor this
investment  in  order  to  maximize   shareholder  value.  The  Company  has  no
relationships with MetroPCS other than its investment. However, Craig Stapleton,
the Company's  largest  stockholder and the father of Walker R.  Stapleton,  the
President,  Chief Executive  Officer and Chief Financial Officer of the Company,
is a  shareholder  of  MetroPCS.  Additionally,  a director of the Company has a
small indirect beneficial ownership interest in MetroPCS Communications stock.

On September 26, 2005, the Company tendered  approximately  20% of the shares of
MetroPCS  Series D Preferred Stock that it held in response to a tender offer by
certain third parties to purchase  shares of MetroPCS  Series D Preferred  Stock
and  common  stock.  The  price  per  share  offered  in the  tender  offer  was
approximately  three times the original  investment amount per share paid by the
Company for its MetroPCS shares, including the cumulative unpaid dividends as of
December 31, 2005. All shares  tendered by the Company were accepted.  The gross
proceeds to the Company  from the tender  offer of $1.8  million  were  received
November 1, 2005,  resulting in a net gain of $1,090,000 on sale of investments,
and dividend  income of $122,000.  The  Company's  existing net  operating  loss
carryforwards  will offset much of the gain recognized for federal and state tax
purposes from the sale of the MetroPCS shares.


                                      -7-
<PAGE>

The Company accounts for its investment in MetroPCS under the cost method, which
amounted to $2,401,000 as of December 31, 2005. The Company continues to monitor
the financial condition,  cash flow, operational  performance and other relevant
information  about MetroPCS  Communications,  to evaluate the fair value of this
investment.  This  process is based  primarily on such  information  that we may
request and that  MetroPCS may provide to us. The Company  also tracks  MetroPCS
information available to the general public. Since MetroPCS is no longer subject
to public  disclosure  requirements,  the basis for our evaluation is subject to
the timing, accuracy and disclosure of the data received. Based on the price per
share offered in the tender offer, the MetroPCS shares held by the Company would
have a value, as of December 31, 2005, of approximately $7.2 million.  There can
be no assurance, however, that the Company will be able to achieve liquidity for
its remaining  MetroPCS  shares in the future at the price offered in the tender
offer or at any other price.

NOTE 3 - LONG-TERM DEBT

As of December 31, 2005, long-term debt consists of the following:

                                                                      Amounts in
                                                                      Thousands

Credit  Agreement,  bank,  secured by a first deed of trust on the
 Company's  property  located at 2064  Gravenstein  Highway North,
 Sebastopol, California, payable in monthly installments of $7,000
 plus interest at the bank's prime rate plus .25% per annum, final
 maturity October 1, 2010
                                                                      $   1,593
                                                                      ---------
                                                                          1,593
              Less current portion                                           80
                                                                      ---------
                                                                      $   1,513
                                                                      =========

The credit agreement  replaces the Company's  previous credit agreement with the
bank and, in part,  refinances  approximately $1.6 million of indebtedness under
the previous  agreement.  The term note bears  interest at the bank's prime rate
plus .25% (or,  at the  Company's  election,  the LIBOR rate,  as defined,  plus
3.25%),  with  monthly  principal  payments of  approximately  $7,000  beginning
November 1, 2005.  Unpaid  principal and interest is due on the maturity date of
October 1, 2010.  The note is secured by a first deed of trust on the  Company's
property  (the "North  Property")  located at 2064  Gravenstein  Highway  North,
Sebastopol,  California.  Under this credit agreement the Company is required to
meet  certain  financial  covenants.  As of December 31, 2005 the Company was in
compliance with such covenants.

In addition,  the Company entered into a line of credit  agreement with its bank
which is  available  through  September 1, 2010 and provides for advances not to
exceed at any time an aggregate principal amount of $500,000. Advances under the
line of credit  may be used to  provide  funds for  tenant  improvements.  As of
December 31, 2005 no amounts were outstanding under the line of credit.


                                      -8-
<PAGE>

Principal payments for the years succeeding December 31, 2005, are as follows:

                                                   Amounts in
              Year Ending June 30,                 Thousands
              --------------------                ------------
                   Balance of 2006                $         40
                              2007                          80
                              2008                          80
                              2009                          80
                              2010                          80
                        Thereafter                       1,233
                                                  ------------
                                                  $      1,593
                                                  ============

Note 4 - Stock-Based Compensation

Effective July 1, 2005, the Company  adopted  Statement of Financial  Accounting
Standard  ("SFAS")  No.  123(R),   Share-Based   Payment,   using  the  modified
prospective  application  transition method.  Because the fair value recognition
provisions of SFAS No. 123, Stock-Based  Compensation,  and SFAS No. 123(R) were
materially  consistent  under our equity plans, and because all of the Company's
stock  options  were fully  vested as of July 1, 2005,  the adoption of SFAS No.
123(R)  did not have an impact  on our  financial  position  or our  results  of
operations. Prior to our adoption of SFAS No. 123(R), benefits of tax deductions
in excess of  recognized  compensation  costs were  reported as  operating  cash
flows.  SFAS No. 123(R)  requires excess tax benefits be reported as a financing
cash inflow rather than as a reduction of taxes paid.

Our net income for the six months ended  December 31, 2005  includes  $81,000 in
costs, $48,000 of this cost is due to non-qualified stock options with $(19,000)
of income tax benefits related to our stock-based compensation arrangements. The
remaining  $33,000 in costs reflect incentive stock options with no tax benefit.
Our net income for the six months ended  December 31, 2004  included  $10,000 of
compensation related to our stock-based  compensation  arrangements and $(4,000)
of income tax benefit related to our stock-based compensation arrangements.

On July 31,  2002,  the  Company's  Board of Directors  approved the  SonomaWest
Holdings,  Inc. 2002 Stock  Incentive  Plan (the "2002 Plan").  The 2002 Plan is
designed  to benefit the Company and its  shareholders  by  providing  incentive
based compensation to encourage officers,  directors,  consultants and other key
employees  of the Company and its  affiliates  to attain  high  performance  and
encourage stock ownership in the Company. The maximum number of shares of common
stock issuable over the term of the 2002 Stock Option Plan is 150,000 shares. No
participant  in the  2002  Plan  may be  granted  stock  options,  direct  stock
issuances  and share right awards for more than 15,000 shares of common stock in
total in any calendar year.  The exercise  price of all incentive  stock options
granted  under the 2002 Plan must be at least equal to the fair market  value of
the Common Stock on the date of grant. The exercise price of non-statutory stock
options  must at least be equal to 85% of the fair  market  value of the  Common
Stock on the date of grant. The contractual life of the options is ten years. To
date, all options issued under this plan have been issued fully vested.

Prior to adoption of the 2002 Stock Incentive Plan, the Company administered the
1996 Stock Option Plan (the "1996 Plan"). As amended, the 1996 Plan provided for
the issuance of options to employees and  non-employee  consultants  exercisable
for an aggregate of 275,000 shares of common stock.  In connection with adoption
of the 2002 Plan, no future options will be granted under the 1996 Plan.


                                      -9-
<PAGE>

A summary of the status of the Company's stock option plans at December 31, 2005
with changes  during the six months ended December 31, 2005 are presented in the
table below:

                                                        Simple
                                           Weighted     Average     Aggregate
                                           Average     Remaining    Intrinsic
                              Options     Exercise    Contractual     Value
                           (in thousands)   Price    Term (years) (in thousands)
                            -----------  -----------  -----------  -----------

Balance, June 30, 2005               93  $      6.41
     Granted                         15  $     10.95
     Cancelled                       (2) $      7.42
     Exercised                      (10) $      6.24
                            -----------  -----------
Balance, December 31, 2005           96  $      7.12         6.26  $       686
                            -----------  -----------
Exercisable,
 December 31, 2005                   96  $      7.12         6.26  $       686

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model,   with  the  following   simple-average
assumptions used for the fiscal 2006 grants: weighted average risk-free interest
rate of 4.37 percent; expected dividend yield of 0 percent; expected life of two
years  for  the  Plan  options;  and  expected  volatility  of 49  percent.  All
outstanding  options were fully vested as of December 31, 2005; and thus,  there
was no unrecognized compensation cost related to stock options.

Cash received from stock option  exercises  during the six months ended December
31, 2005 was $62,000. We issue new shares to satisfy stock option exercises.

During the six months  ended  December  31,  2005,  outstanding  options held by
former  directors of the Company and by the  Company's  former  chief  financial
officer,  which in the aggregate are  exercisable  to purchase a total of 36,500
shares of common  stock,  were  amended to extend the term of such  options to a
period of twelve months from the date of  termination of service to the Company.
The Company recorded  non-cash  compensation  expense of $32,000 for the quarter
ended December 31, 2005, relating to these amendments.

NOTE 5 - RELATED PARTIES

On July 1, 2005,  Bugatto  Investment  Company  (of which  David J.  Bugatto,  a
director of the Company,  is the president) entered into a consulting  agreement
pursuant to which Bugatto  Investment  Company  provides real estate  consulting
services  to the  Company for an hourly fee of $225.  The  agreement  replaces a
similar agreement  entered into on July 1, 2004. Under the agreement,  if either
of the  Company's  Sonoma  County  properties  are sold  during  the term of the
agreement, Bugatto Investment Company is entitled to receive a fee equal to 1.5%
of the sales  prices  regardless  of  whether or not a broker is  involved,  and
Bugatto  Investment Company is entitled to receive a fee equal to the greater of
1.5% of the gross value of the real estate or $150,000 upon any transaction that
would  result  in the  Company  becoming  a  private  company.  The  term of the
agreement is through July 30, 2006, but the agreement can be terminated  earlier
upon the occurrence of certain events, including notice of termination by either
party.  During the six months  ended  December 31,  2005,  the Company  incurred
$13,000 for real estate  consulting  services from Bugatto  Investment  Company.
These expenses are included in Operating  Costs - Related Party.  As of December
31, 2005, the Company had a payable to Bugatto Investment Company of $2,700.


                                      -10-
<PAGE>

Effective  August 1, 2005, the Company entered into a consulting  agreement with
Thomas Eakin, the Company's former Chief Financial Officer. Under the agreement,
Mr. Eakin provided financial  management and accounting  services to the Company
at an hourly  billing  rate of $115 per  hour,  plus  expenses.  The term of the
agreement was initially through July 31, 2006;  however,  in September 2005, Mr.
Eakin delivered a notice of termination of the consulting  agreement,  effective
October 12,  2005.  During the six months ended  December 31, 2005,  the Company
incurred $18,000 for services from Thomas R. Eakin. As of December 31, 2005, the
Company did not have a payable to Mr.  Eakin.  These  expenses  are  included in
Operating Costs - Related Party.

Gary L. Hess, former director and former President and Chief Executive  Officer,
entered  into an  agreement  with the  Company  to sell its  remaining  PermaPak
inventory and equipment.  During the fiscal year ended June 30, 2005 the Company
received the final payment on the sale of the PermaPak  inventory and equipment.
Pursuant to the terms of the agreement with Mr. Hess, the Company paid $8,000 in
commissions  to Mr.  Hess as a  result  of this  payment.  These  expenses  were
included under  Operating  Costs - Related  Party.  As of December 31, 2005, the
Company did not owe Mr. Hess any  commissions  under this  agreement.  As of the
2005 annual meeting of stockholders, Mr. Hess is no longer a board member.

Roger S. Mertz,  former Chairman of the Board and former director,  is a partner
of the law firm Allen  Matkins Leck Gamble & Mallory  LLP,  which firm served as
the Company's  general  counsel during fiscal 2005.  During the six months ended
December 31, 2005, the Company  incurred  $9,000 for legal services  provided by
Allen  Matkins.  As of December  31,  2005,  the Company had no payable to Allen
Matkins. As of the 2005 annual meeting of stockholders, Mr. Mertz is no longer a
board member.

Walker  Stapleton,  a director was elected President and Chief Executive Officer
on June 16, 2005.

On December  23,  2005,  the  Compensation  Committee  of the Board of Directors
("Board") the Company  approved  compensation  arrangements for directors of the
Company  for the 2006  fiscal  year (the year  ending  June 30,  2006).  Outside
directors  will receive the  following  compensation:  $3,000 per quarter,  plus
reimbursement for reasonable  out-of-pocket expenses incurred in connection with
attendance at meetings;  $1,500 for each Board and shareholder meeting attended;
for service on the Audit  Committee or the  Compensation  Committee,  $1,000 per
quarter for each such committee;  and for service on special or other committees
authorized  by the Board,  $1,000 per meeting of such  committee.  The committee
also awarded  options to purchase 2,500 shares of the Company's  common stock to
each director who is not also an employee of the Company, and awarded options to
purchase 10,000 shares of the Company's common stock to Walker R. Stapleton, the
Company's Chief Executive Officer. The exercise price of all options is equal to
the fair market value of the common stock on the date of grant.

Note 6 - Minimum Lease Income

The Company  leases  warehouse  space,  generating  rental  revenues for the six
months ended  December 31, 2005 and December 31, 2004 of $996,000 and  $908,000,
respectively.  The leases have varying terms, which range from month-to-month to
expiration  dates  through  2013.  As of December  31, 2005,  assuming  that all
current   month-to-month   leases  continue  unchanged  throughout  the  periods
presented in the table,  and that there are no changes to the other leases other
than expiration of the leases at the end of their stated terms and no additional
space is leased,  the  following  will be the future  minimum  lease  income (in
thousands):

         Year Ending               Amounts in
           June 30                  Thousands
------------------------------- ------------------
Balance of 2006                            701
2007                                       856
2008                                       521
2009                                       356
2010                                       321
Thereafter                                 632
                                ------------------
         Total                          $3,387
                                ==================


                                      -11-
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

SonomaWest  Holdings,  Inc.  (the  "Company" or  "Registrant")  is including the
following  cautionary  statement in this Quarterly Report to make applicable and
take  advantage  of  the  safe  harbor  provisions  of  the  Private  Securities
Litigation Reform Act of 1995 for any forward-looking  statements made by, or on
behalf of, the  Company.  The  statements  contained in this Report that are not
historical  facts are  "forward-looking  statements" (as such term is defined in
Section 27A of the  Securities  Act of 1933 and  section  21E of the  Securities
Exchange Act of 1934),  which can be  identified  by the use of  forward-looking
terminology   such  as  "estimated,"   "projects,"   "anticipated,"   "expects,"
"intends,"  "believes," or the negative thereof or other  variations  thereon or
comparable  terminology,  or by  discussions  of strategy that involve risks and
uncertainties.  Forward-looking  statements include statements concerning plans,
objectives,  goals,  strategies,  future events or  performance  and  underlying
assumptions.  Forward-looking statements involve risks and uncertainties,  which
could cause actual results or outcomes to differ materially from those expressed
in the  forward-looking  statements.  The  Company's  expectations,  beliefs and
projections  are expressed in good faith and are believed by the Company to have
a reasonable  basis,  although  actual results may differ  materially from those
described  in  any  such  forward-looking   statements.  All  written  and  oral
forward-looking  statements  made in  connection  with  this  Report  which  are
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the "Certain  Factors" as set forth in our Annual
Report for the fiscal year ended June 30, 2005 and other  cautionary  statements
set forth therein and in this Report under "Management's Discussion and Analysis
of Financial  Condition  and Results of  Operations."  There can be no assurance
that  management's  expectations,  beliefs or  projections  will be  achieved or
accomplished,  and the Company expressly  disclaims any obligation to update any
forward-looking statements.

The financial  statements included herein are presented as of, and for the three
and six months ending December 31, 2005 and 2004 and reflect all the adjustments
that in the opinion of management are necessary for the fair presentation of the
financial  position and results of  operations  for the periods then ended.  All
adjustments during the periods presented are of a normal and recurring nature.

Recent Developments

      On February 8, 2006, the Company issued a press release announcing that it
had  received  from  Walker R.  Stapleton,  the  Company's  President  and Chief
Executive   Officer,   a  letter   expressing   an  interest  in   initiating  a
management-led  buyout  transaction  of  the  Company  by  an  investment  group
including Mr.  Stapleton and members of his family,  including Craig  Stapleton,
who is the company's largest stockholder.  Based on the most recent Schedule 13D
filed by Craig Stapleton and certain other persons, Craig Stapleton beneficially
owns  approximately 48% of the outstanding shares of the Company's common stock.
The letter  indicates an interest in acquiring all of the company's  outstanding
shares not held by the  investment  group at a price of $11.03  per  share.  The
letter does not propose a form of  transaction.  The letter  indicates  that the
investment  group  is  very  confident  in its  ability  to  secure  appropriate
financing for the transaction.

      The board of directors has appointed a special committee composed of David
Bugatto and Fredric  Selinger,  both  independent  directors of the Company,  to
consider the  expression of interest and, if the  committee  deems  appropriate,
enter  into  negotiations  with  the  investment  group  or take  other  actions
regarding the expression of interest.  The committee has the authority to retain
independent financial advisors and independent legal counsel.


                                      -12-
<PAGE>

      There can be no assurance that any definitive offer will be made, that any
agreement  will be  executed  or that  any  transaction  will  be  initiated  or
consummated.

                          CRITICAL ACCOUNTING POLICIES

The financial  statements are prepared in accordance with accounting  principles
generally  accepted  in the United  States,  which  require  the Company to make
estimates  and  assumptions.  The  Company  believes  that  of  its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Valuation of investment in MetroPCS Communications, Inc.

The Company accounts for its investment in MetroPCS under the cost method, which
amounted to $2,401,000 as of December 31, 2005. The Company continues to monitor
the financial condition,  cash flow, operational  performance and other relevant
information  about MetroPCS  Communications,  to evaluate the fair value of this
investment.  This  process is based  primarily on such  information  that we may
request and that  MetroPCS may provide to us. The Company  also tracks  MetroPCS
information available to the general public. Since MetroPCS is no longer subject
to public  disclosure  requirements,  the basis for our evaluation is subject to
the timing, accuracy and disclosure of the data received. Based on the price per
share offered in the tender offer, the MetroPCS shares held by the Company would
have a value, as of December 31, 2005, of approximately $7.2 million.  There can
be no assurance, however, that the Company will be able to achieve liquidity for
its remaining  MetroPCS  shares in the future at the price offered in the tender
offer or at any other price. See Note 2 above for further information.

The  Company  owns less than one  percent  of the  total  outstanding  shares of
MetroPCS'  Series D  Preferred  Stock  and less  than one  percent  of its total
outstanding capital stock on an as-converted basis. If as a result of its review
of information available to the Company regarding MetroPCS, the Company believes
its  investment  should be reduced to a fair value below its cost, the reduction
would be charged to "loss on investments" in the statements of operations.

Valuation Allowance on Deferred Taxes

The  Company  records  deferred  tax assets  and/or  liabilities  based upon its
estimate of the taxes payable in future  years,  taking into  consideration  any
change in tax  rates and other  statutory  provisions.  The  Company's  previous
losses have generated  federal tax net operating  losses  ("NOLs") some of which
have been previously carried back to offset prior years' taxable income.  During
fiscal  2006,  the  Company  expects to utilize all of its  remaining  NOLs as a
result of a significant tax gain generated by the Company's partial tender offer
of its MetroPCS investment.

                                    OVERVIEW

The  Company's  business  consists  of its real  estate  management  and  rental
operations.  The  Company  also  owns a  minority  investment  in the  Series  D
Preferred   Stock   of   a   private   telecommunications    company,   MetroPCS
Communications,  Inc.  In 2000  and  2001,  the  Company  liquidated  its  fruit
processing  operations,  but continued to hold its real estate and other assets.
Thereafter,  an  opportunity  was made  available  to the  Company  to invest in
MetroPCS  Communications,  Inc.,  which has  operations,  in part,  in  Northern
California.  The Company  believed and  continues to believe that  acquiring the
Series D Preferred Stock was a good investment, which provided a diversification
of its assets.

The Company's rental operations include  industrial/agricultural  property, some
of which was  formerly  used in its  discontinued  businesses.  This  commercial
property is now being rented to third parties.  The Company's  primary  business
revenue  is  generated  from  the  leasing  of its two  properties,  located  in
Sebastopol, California.


                                      -13-
<PAGE>

The properties are leased to multiple tenants with leases varying in length from
month-to-month  to ten years.  Revenue  from  lease  rental is  recognized  on a
monthly  basis,  based upon the dollar  amount  specified in the related  lease.
Lease incentives and construction  allowances provided by the Company to certain
of its tenants are  amortized as an offset to revenue on a  straight-line  basis
over the term of the respective  lease. The Company requires that all tenants be
covered by a lease.  The Company  does not have leases that  include  provisions
that  require  the lessee to pay the lessor any  additional  rent based upon the
lessee's sales or any other  financial  performance  levels.  The Company has no
tenant related reimbursements that are not part of tenant lease agreements.

                              RESULTS OF OPERATIONS

Results of Operations

The Company leases  warehouse,  production,  and office space as well as outside
storage space at both of its  properties.  The two  properties are located on 82
acres of land and have a combined  leaseable  area under roof of 391,000  square
feet.  As of  December  31,  2005 and 2004 the  Company had a total of 32 and 28
tenants respectively. The tenants have varying original lease terms ranging from
month-to-month  to ten years with  options to extend the leases.  As of December
31, 2005, the tenants occupied  approximately 307,000 square feet under roof, or
79% of the leasable area under roof.  This compares to 295,000 square feet under
roof,  or 75% of the  leasable  area  under roof as of  December  31,  2004.  In
addition to the area under roof,  the Company had 64,000  square feet of outside
area under lease as of December 10, 2005 and 76,000 as of December 31, 2004.

Rental  Revenue.  For the six months  ended  December  31, 2005  rental  revenue
increased  $88,000 or 10% as compared to the  corresponding  period in the prior
year. The increase in rental revenue was  attributable to the increase in leased
square footage. This increase is primarily a result of expansion by the existing
tenants  under  short-term  leases for  $60,000  and one new  larger  tenant for
$100,000,  these were offset by vacating  tenants and CPI increases for a credit
of $72,000.  This  increase in demand was not  anticipated  and was  primarily a
result of an increase in a tenant's business volume.

For the three months ended December 31, 2005 rental revenue increased $44,000 or
9% as compared to the three  months ended  December  31,  2004.  The increase in
rental revenue is  attributable  to an increase in leased square  footage.  This
increase is  primarily a result of  expansion  by existing  tenants  referred to
above.

Tenant  Reimbursements.  For the six  months  ended  December  31,  2005  tenant
reimbursements  increased  $20,000 or 8% as  compared  to the six  months  ended
December  31,  2004.  Such  reimbursements  typically  fluctuate  based upon the
increase  or  decrease in  utilities  rates and the amount of space  occupied by
tenants.  Of  the  $20,000  increase,   a  reduction  of  $6,000  resulted  from
non-utility  related  reimbursements  and the balance  resulted  from  increased
utility rates and usage by the tenants.

For the three months ended  December  31, 2005 tenant  reimbursements  increased
$31,000 or 29% as compared to the three  months ended  December  31,  2004.  The
increase  in  utilities  during the quarter is  primarily a result of  increased
activity by three manufacturing tenants.

Operating  Costs.  For the six months ended  December  31, 2005 total  operating
costs  decreased  $16,000 or 1% compared to the six months  ended  December  31,
2004. Of this decrease,  operating  costs--related  party decreased $191,000 and
operating costs increased  $175,000.  The decrease in related party expenses was
the  result of  reduced  legal  expenses  related  to the firm of which a former
director of the Company is a partner of  $172,000,  due  primarily to the use of
another  firm for  services,  along  with a  combined  reduction  of  $14,000 in
accounting and real estate consulting fees and $5,000 reduction in related party
commission.


                                      -14-
<PAGE>

The increase of $175,000 in operating  costs was a result of  non-related  party
legal expenses of $81,000 due to the  engagement of a new legal firm,  increased
non-cash  stock  compensation  of $71,000 for stock  option  extensions  and new
options,  salary and  compensation  arrangements  of $59,000 for the quarter for
Walker R. Stapleton who became the President and Chief Executive  Officer of the
Company in June 2005,  utility cost  increases  of $22,000 due  primarily to the
increase in utility rates,  audit and accounting fees of  approximately  $8,000,
property  insurance  deductible  of $11,000,  facility  water system of $10,000,
marketing expense of $7,000,  non-related accounting of $6,000 due to the hiring
of a  consultant  firm,  and other of $31,000.  These  increases  were offset by
decreases  in  repairs  and  maintenance  of  $104,000  due to  the  significant
painting,  roof repairs and storm  damage  maintenance  in 2004 and  development
costs of $27,000.  The Company continues to closely scrutinize all discretionary
spending. Efforts to reduce and/or maintain expenses continue to be an important
focus of the Company. Total operating expenses are expected to remain relatively
consistent over the remainder of fiscal 2006.

For the three months ended  December 31, 2005 total  operating  costs  increased
$19,000  or 3%.  Of this  increase,  operating  costs--related  party  decreased
$87,000 and operating costs  increased  $106,000 which was primarily a result of
increases in non-cash stock compensation of $81,000 and repairs and maintenance.

Interest  Income.  For the six months  ended  December  31,  2005,  the  Company
generated $47,000 of interest income on its cash balances as compared to $14,000
in the six  months  ended  December  31,  2004.  The  sale of a  portion  of the
Company's  MetroPCS  stock in October  2005 in  response  to a tender  offer has
increased the invested cash accounts.

For the three months ended December 31, 2005, the Company  generated  $31,000 of
interest  income on its cash  balances as compared to $8,000 in the three months
ended December 31, 2004. Again, the increase was primarily due to increased cash
generated by the sale of Metro PCS shares in October 2005.

Interest  Expense.  Interest  expense  consists  solely of  interest  expense on
mortgage debt.  Interest  expense  increased to $57,000 for the six months ended
December 31, 2005, compared to $41,000 for the corresponding period in the prior
year due  primarily to increased  interest  rates on the  Company's  outstanding
debt.

For the three  months  ended  December  31,  2005,  the  Company  had $30,000 of
interest  expense as compared to $21,000 in the three months ended  December 31,
2004 primarly due to interest rate increases on the outstanding debt.

Gain on Sale of Investment and Dividends.  For the six months ended December 31,
2005,  the Company  received  $1,813,000  for the tender of 20% of its shares in
MetroPCS,  resulting in a gain on sale of investments of $1,090,000 and dividend
income of $122,000.

Other Income and  Expense.  For the six months  ended  December  31,  2005,  the
Company  incurred a net increase in other income of $6,000 which includes $5,000
from the sale of a dust collection system and other discontinued equipment.

Income Taxes.  The effective tax rate for the six months ended December 31, 2005
increased  to a  provision  of 38.45%  from a benefit  of 37% for the six months
ended  December 31, 2004. As of December 31, 2005,  the Company had no operating
loss  carryforwards.  Though the Company had reported taxable losses until 2005,
as of the end of fiscal 2005 management believed that the pending initial public
offering of MetroPCS was expected to result in significant  realized  investment
gains as the Company planned to sell a portion of its investment upon completion
of the aforementioned initial public offering. Consequently, management believed
that it was more  likely  than not that the Company  would  generate  sufficient
taxable income in the foreseeable future,  allowing for the expected utilization
of 100% of its deferred tax assets.  As a result,  the  valuation  allowance was
reversed in the fourth  quarter of fiscal  2005.  Although  the  initial  public
offering was later  withdrawn,  the Company  completed a tender offer with Metro
PCS in October  2005 that will  allow for  utilization  of all of the  Company's
remaining net operating loss carryforwards during fiscal 2006.


                                      -15-
<PAGE>

Liquidity and Capital Resources

The  Company  had  cash of $3.8  million  at  December  31,  2005,  and  current
maturities  of  long-term  debt  of  $80,000.  The  increase  in cash  and  cash
equivalents of $1,961,000 since June 30, 2005 was primarily a result of the cash
proceeds from the sale of 20% of the Company's MetroPCS holdings,  of $1,813,000
cash received from the exercise of stock options of $62,000 and cash provided by
operating  activities  of  $147,000,  which were  partially  offset by principal
payment on long-term debt of $27,000 and capital expenditures of $34,000.

In October 2005, the Company,  entered into a credit  agreement with Wells Fargo
Bank, National Association. The credit agreement replaces the Company's previous
credit  agreement  with the bank and,  in part,  refinances  approximately  $1.6
million of  indebtedness  under the  previous  agreement.  The credit  agreement
provides for a line of credit, which is available through September 1, 2010. The
line of credit  provides  for  advances  not to exceed at any time an  aggregate
principal amount of $500,000,  and advances under the line of credit may be used
to provide funds for tenant  improvements.  The term note bears  interest at the
bank's prime rate plus .25% (or, at the Company's  election,  the LIBOR rate, as
defined,  plus 3.25%),  with monthly principal payments of approximately  $7,000
beginning November 1, 2005. Unpaid principal and interest is due on the maturity
date of  October  1,  2010.  The note is secured by a first deed of trust on the
Company's  property (the "North Property")  located at 2064 Gravenstein  Highway
North,  Sebastopol,  California.  Under this  credit  agreement  the  company is
required  to meet  certain  financial  covenants;  as of  December  31, 2005 the
company was in compliance with such covenants.

The Company  anticipates  that  material cash  commitments  during the third and
fourth  quarters of fiscal 2006 will include $40,000 of principal debt reduction
and approximately  $160,000 of capital  expenditures.  Cash flows from operating
activities  are expected to remain  positive  and  relatively  consistent  given
current tenant occupancy and rental agreements in place.

The Company believes that its existing resources, together with anticipated cash
from  operating  activities,  will be  sufficient  to satisfy  its  current  and
projected  cash  requirements  for the  foreseeable  future.  The Company  holds
certain cash and cash equivalents for non-trading purposes that are sensitive to
changes in the interest  rate market.  The Company does not believe that changes
in the interest rate market  affecting these financial  instruments  will have a
material impact,  either favorable or unfavorable,  on its financial position or
results of operations.

The Company does not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company  currently has no derivative  financial  instruments that expose the
Company to market risk.  The Company is exposed to cash flow and fair value risk
due to  changes in  interest  rates with  respect  to its notes  payable  and in
changes in the fair value of its investment in MetroPCS Communications,  Inc. As
of December 31, 2005, the Company  believes that the carrying  amounts for cash,
accounts  receivable  and accounts  payable  approximate  their fair value.  The
Company believes the note payable  approximates fair market value as the term to
maturity is short (October 1, 2010) and as a result of this short term maturity,
the Company believes its exposure to market risk for significant  changes in the
variable interest rate (prime + .25%) will be immaterial. Based on the price per
share  offered in the October 2005 tender offer,  the Company  believes that the
investment in MetroPCS  Communications  exceeds its carrying amount. The Company
accounts for its  investment in MetroPCS  Communications  under the cost method,
which was  $2,401,000 as of December 31, 2005.  The Company owned  approximately
0.857% of the total  outstanding  shares of  MetroPCS  Communications'  Series D
Preferred Stock and approximately  0.33% of its total outstanding  capital stock
on an as-converted basis as of December 31, 2005.


                                      -16-
<PAGE>

Item 4.  Controls and Procedures

As of December  31,  2005,  the Company  carried  out an  evaluation,  under the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chief  Executive  Officer and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures  (as defined in Exchange Act Rule 13a-15(e) and Rule  15d-15(e)).
Based upon that  evaluation,  the Company's  Chief  Executive  Officer and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective  at a  reasonable  level in timely  alerting  them to
material  information relating to the Company that is required to be included in
the Company's  periodic  filings with the  Securities  and Exchange  Commission.
There  has been no change  in the  Company's  internal  control  over  financial
reporting that occurred during the Company's most recent fiscal quarter that has
materially  affected or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

The  Company's  management,  including the Chief  Executive and Chief  Financial
Officer,  do not expect  that the  Company's  disclosure  controls  or  internal
controls will prevent all error and all fraud. A control  system,  no matter how
well  conceived  and  operated,  can  provide  only  reasonable,  not  absolute,
assurance  that the  objectives  of the  control  system are met due to numerous
factors, ranging from errors to conscious acts of an individual,  or individuals
acting  together.  In addition,  the design of a control system must reflect the
fact that there are resource  constraints,  and the benefits of controls must be
considered  relative  to their  costs.  Because  of  inherent  limitations  in a
cost-effective control system, misstatements due to error and/or fraud may occur
and not be detected.

PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

        None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        None

Item 3. Defaults Upon Senior Securities.

        None

Item 4. Submission of Matters to a Vote of Security Holders.

      Results  of the  registrant's  annual  meeting  of  stockholders  held  on
November  17,  2005,  were  previously  reported  on a Form 8-K  filed  with the
Securities and Exchange Commission on November 23, 2005.

Item 5. Other Information

        None


                                      -17-
<PAGE>

Item 6. Exhibits

      10.9  Credit Agreement dated October 1, 2005 between  SonomaWest  Holdings
            and Wells Fargo Bank.*

      31.1  Chief Executive Officer and Chief Financial Officer Certification of
            Periodic   Financial   Report   Pursuant   to  Section  302  of  the
            Sarbanes-Oxley Act of 2002*

      32.1  Chief Executive  Officer and Chief Financial  Officer  Certification
            Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to section
            906 of the Sarbanes-Oxley Act of 2002. +

      -----------
      *  Filed herewith.
      +  Furnished herewith.


                                      -18-
<PAGE>

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 thereunto duly authorized.


Date:    February 13, 2006


/s/ Walker R. Stapleton
--------------------------------------------
Walker R. Stapleton, Chief Financial Officer



                                      -19-
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Document Description
----------    ------------------------------------------------------------------
10.9          Credit Agreement dated October 1, 2005 between SonomaWest Holdings
              and Wells Fargo Bank.*

31.1          Chief Executive Officer and Chief Financial Officer  Certification
              of  Periodic  Financial  Report  Pursuant  to  Section  302 of the
              Sarbanes-Oxley Act of 2002*

32.1          Chief Executive Officer and Chief Financial Officer  Certification
              Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section
              906 of the Sarbanes-Oxley Act of 2002. +

----------
*     Filed herewith
+     Furnished herewith


                                      -20-