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 September 30, 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 November 10, 2005,  there were  1,124,257  shares of common stock,  no par
value, outstanding.


<PAGE>

                           SONOMA.WEST HOLDINGS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I.   FINANCIAL INFORMATION                                                                           Page
<S>                                                                                                       <C>
    Item 1.   Financial Statements

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

              Statements of Operations - Three months
              ended September 30, 2005 and 2004 (unaudited)..................................................4

              Statement of Changes in Shareholders' Equity -
              Three months ended September 30, 2005 (unaudited)..............................................5

              Statements of Cash Flows - Three months ended
              September 30, 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.....................................................................11

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

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

PART II.   OTHER INFORMATION

    Item 1.   Legal Proceedings.............................................................................16

    Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds...................................16

    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 ............................................................................................. 17

EXHIBIT INDEX.............................................................................................. 19

EXHIBITS....................................................................................................19
</TABLE>



                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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


<TABLE>
<CAPTION>
ASSETS                                                                              9/30/05    6/30/05
                                                                                    ------     ------
<S>                                                                                 <C>        <C>

CURRENT ASSETS:
   Cash                                                                             $2,089     $1,879
   Accounts receivable                                                                  96        123
   Other receivables                                                                    15         13
   Prepaid expenses and other assets                                                    96        129
   Current deferred income taxes, net                                                  280        298
                                                                                    ------     ------
                Total current assets                                                 2,576      2,442
                                                                                    ------     ------
RENTAL PROPERTY, net                                                                 1,506      1,553
                                                                                    ------     ------
INVESTMENT, at cost                                                                  3,001      3,001
                                                                                    ------     ------
DEFERRED INCOME TAXES                                                                  167        159
                                                                                    ------     ------
PREPAID COMMISSIONS AND OTHER ASSETS                                                   106        117
                                                                                    ------     ------
                Total assets                                                        $7,356     $7,272
                                                                                    ======     ======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt                                             $   80     $1,620
   Accounts payable                                                                    105        121
   Accrued payroll and related liabilities                                              13         31
   Accrued expenses                                                                     88         76
   Other current liabilities                                                           131         --
   Unearned rents and deposits                                                         407        364
                                                                                    ------     ------
                Total current liabilities                                              824      2,212
                                                                                    ------     ------
LONG-TERM DEBT, net of current maturities                                            1,526         --
                                                                                    ------     ------
OTHER LONG-TERM LIABILITIES                                                             --        131
                                                                                    ------     ------
                Total liabilities                                                    2,350      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 September 30, 2005 and fiscal year end 2005, respectively        2,832      2,770
   Retained earnings                                                                 2,174      2,159
                                                                                    ------     ------
                Total shareholders' equity                                           5,006      4,929
                                                                                    ------     ------
                Total liabilities and shareholders' equity                          $7,356     $7,272
                                                                                    ======     ======
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>


                            SONOMAWEST HOLDINGS, INC.
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                            2005          2004
                                                          -------       -------

RENTAL REVENUE                                            $   476       $   432

TENANT REIMBURSEMENTS                                         137           148
                                                          -------       -------

TOTAL  REVENUE                                                613           580
                                                          -------       -------


OPERATING COSTS                                               553           484

OPERATING COSTS - RELATED PARTY EXPENSES                       30           134
                                                          -------       -------

TOTAL OPERATING COSTS                                         583           618
                                                          -------       -------

OPERATING INCOME (LOSS)                                        30           (38)

INTEREST INCOME                                                16             6

INTEREST EXPENSE                                              (27)          (20)

OTHER INCOME                                                    6             1
                                                          -------       -------

INCOME (LOSS) BEFORE INCOME TAXES                              25           (51)

INCOME TAX PROVISION (BENEFIT)                                 10           (19)
                                                          -------       -------

NET INCOME (LOSS)                                         $    15       $   (32)
                                                          =======       =======

WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS:
   Basic                                                    1,120         1,114
   Diluted                                                  1,142         1,114

NET INCOME (LOSS) PER COMMON SHARE:
      Basic                                               $  0.01       $ (0.03)
      Diluted                                             $  0.01       $ (0.03)


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


                                       4
<PAGE>


                            SONOMAWEST HOLDINGS, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
                 FOR THE THREE MONTHS ENDED SEPTEMBER, 30, 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                                                              15             15

   Exercise of stock options                 10             62                            62
                                         ------         ------         ------         ------

BALANCE, SEPTEMBER 30, 2005               1,124         $2,832         $2,174         $5,006
                                         ======         ======         ======         ======
</TABLE>


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


                                       5
<PAGE>


                            SONOMAWEST HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  2005         2004
                                                                                -------      -------
<S>                                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                            $    15      $   (32)
                                                                                -------      -------

   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
      Non-cash stock compensation charge                                             --           10
      Depreciation and amortization expense                                          54           53
      Changes in assets and liabilities:
        Accounts receivable, net                                                     27          (19)
        Other receivables                                                            (2)           8
        Related party interest receivable                                            --            3
        Prepaid expenses and other assets                                            33           36
        Deferred income tax provision (benefit)                                      10          (18)
        Prepaid commissions and other assets                                         11           11
        Accounts payable                                                            (16)          64
        Accrued Expenses                                                             12          (67)
        Accrued payroll and related liabilities                                     (18)         (20)
        Unearned rents and deposits                                                  43            5
                                                                                -------      -------
                                                                                    154           66
                                                                                -------      -------

              Net cash provided by operating activities                             169           34
                                                                                -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                              (7)         (11)
                                                                                -------      -------
              Net cash used in investing activities                                  (7)         (11)
                                                                                -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of long term debt                                             (14)         (14)
   Exercise of stock options                                                         62           --
   Proceeds from repayment of stock subscription receivable - Related Party          --          400
                                                                                -------      -------
              Net cash provided by financing activities                              48          386
                                                                                -------      -------

NET INCREASE  IN CASH                                                               210          409
CASH AT BEGINNING OF PERIOD                                                       1,879        1,348
                                                                                -------      -------
CASH AT END OF PERIOD                                                           $ 2,089      $ 1,757
                                                                                =======      =======


Supplemental Cash Flow Information
                                                                                   2005         2004
                                                                                -------      -------
Interest paid                                                                   $    27      $    19
Taxes paid                                                                      $     1      $     1
</TABLE>

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


                                       6
<PAGE>


                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                      THREE MONTHS ENDED SEPTEMBER 30, 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  three-month  period  ended  September  30,  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 September 30,
2005, the Company had a $3 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  Communications  other than its  investment.  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. 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 holds 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  is
approximately  three times the original  investment amount per share paid by the
Company for its MetroPCS  shares,  including the cumulative  unpaid dividends of
$563 as of June 30, 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. The Company's net operating loss  carryforwards  will
offset most 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  $3,001,000  as of  September  30,  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  information  that we
request from MetroPCS. 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
September  30, 2005,  of  approximately  $9 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 September 30, 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 including interest at the bank's prime rate plus .25% per
 annum, final maturity October 1, 2010                              $1,606
                                                                    ------
                                                                     1,606
Less current portion                                                    80
                                                                    ------
                                                                    $1,525
                                                                    ======

Subsequent to the end of the quarter,  in October 2005,  the Company  refinanced
its  existing  long-term  debt  agreement,  consequently  the debt balance as of
September 30, 2005 is presented as long-term  debt in the  accompanying  balance
sheet.

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 September 30, 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
September 30, 2005 no amounts were outstanding under the line of credit.



                                       8
<PAGE>


Principal  payments  for the years  succeeding  June 30,  2005,  are as  follows
(Amounts in Thousands):

      Year Ending June 30,

           Balance of 2006            $            60
                      2007                         80
                      2008                         80
                      2009                         80
                      2010                         80
                Thereafter                      1,226
                                      ---------------
                                      $         1,606
                                      ===============

Cash paid for interest  expense during the three months ended September 30, 2005
was  $27,000.  For the  three  months  ended  September  30,  2004 cash paid for
interest expense was $19,000.

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,  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 three  months  ended  September  30,  2005  includes  no
compensation   costs  or  income  tax  benefits   related  to  our   stock-based
compensation  arrangements.  Our net income for the three months ended September
30,  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 1,500 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.

A summary of the status of the  Company's  stock option  plans at September  30,
2005 with changes during the three months ended September 30, 2005 are presented
in the table below:


                                       9
<PAGE>



<TABLE>
<CAPTION>
                                                                                    Weighted          Aggregate
                                                                                     Average          Intrinsic
                                                              Weighted             Remaining              Value
                                           Options (in        Average            Contractual     (in thousands)
                                            thousands)     Exercise Price       Term (years)
<S>                                           <C>             <C>
Balance, June 30, 2005                        93              $  6.41
     Granted                                   -                 -
     Cancelled                                (2)             $  7.42
     Exercised                               (10)             $  6.24
Balance, September 30, 2005                   81              $  6.43               7.0               $522
Exercisable, September 30, 2005               81              $  6.43               7.0               $522
</TABLE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option  pricing  model,  with  the  following   weighted-average
assumptions used for the fiscal 2005 grants: weighted average risk-free interest
rate of 3.67 percent;  expected  dividend  yield of 0 percent;  expected life of
five years for the Plan  options;  and expected  volatility  of 53 percent.  All
outstanding  options were fully vested as of September 30, 2005; and thus, there
was no unrecognized compensation cost related to stock options.

Cash  received  from  stock  option  exercises  during  the three  months  ended
September  30, 2005 was  $62,000.  We issue new shares to satisfy  stock  option
exercises.

Subsequent  to  September  30,  2005,  the  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 36.5 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 expects to record non-cash  compensation  expense of approximately $14.5
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  is 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 three months ended  September 30, 2005, the Company  incurred
$6,000 for real estate  consulting  services  from Bugatto  Investment  Company.
These expenses are included in Operating  Costs - Related Party. As of September
30, 2005, the Company had a payable to Bugatto Investment Company of $1,000.

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 $115.00 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 three months ended September 30, 2005, the Company
incurred  $15,000 for services  from Thomas R. Eakin.  As of September 30, 2005,
the Company did not have a payable to Mr. Eakin.  These expenses are included in
Operating Costs - Related Party.


                                       10
<PAGE>


Gary L. Hess, 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 September 30, 2005, the Company did not
owe Mr. Hess any commissions under this agreement.

Roger S. Mertz, former Chairman of the Board, 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 three months ended  September 30, 2005,
the Company incurred $9,000 for legal services provided by Allen Matkins.  As of
September 30, 2005, the Company had no payable to Allen Matkins.

Walker Stapleton,  a director and the son of the Company's largest  shareholder,
was elected President and Chief Executive Officer on June 16, 2005.

Note 6 - Minimum Lease Income

The Company leases  warehouse  space,  generating  rental revenues for the three
months ended September 30, 2005 and September 30, 2004 of $476,000 and $432,000,
respectively.  The leases have varying terms, which range from month-to-month to
expiration  dates  through  2013.  As of September  30, 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
           June 30
-------------------------------
Balance of 2006                            865
2007                                       632
2008                                       368
2009                                       196
2010                                       160
Thereafter                                 454
                                ------------------
         Total                          $2,675
                                ==================





                                       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 for the three months
ending September 30, 2005 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.

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.

The most critical  accounting  policies  were  determined to be those related to
valuation  of the  Company's  investment  in  MetroPCS  Communications  and  the
valuation allowance on deferred tax assets.

Valuation of investment in MetroPCS Communications, Inc.

The Company accounts for its investment in MetroPCS under the cost method, which
amounted to  $3,001,200  as of  September  30,  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  information  that we
request from MetroPCS. 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. However, the price per share offered in the
tender offer recently received by the Company relating to its MetroPCS shares is
approximately  three times the original $3 million investment amount paid by the
Company for its MetroPCS  shares,  including the cumulative  unpaid dividends of
$562,529 as of June 30, 2005. 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.



                                       12
<PAGE>


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") which have been
carried back to offset prior years' taxable income to the extent  allowable.  As
of June 30, 2002 the Company  carried back all of its remaining  allowable NOLs.
After the  carryback of the June 30, 2002 federal NOL, the Company  cannot carry
back any more  losses  to  prior  years  and as a  result  any  losses  incurred
subsequent  to June 30, 2002 have been  carried  over to offset  future  taxable
income.  California  state income tax law does not allow  corporations  to carry
back their NOLs, and  corporations  can only carry forward a portion of the NOLs
to  future  years to  offset  net  operating  profits.  Furthermore,  state  net
operating losses will begin to expire in fiscal 2012. At September 30, 2005, the
Company had  recorded,  net deferred tax assets of $447,000,  which  compares to
$457,000 of net deferred tax assets as of June 30, 2005.

As of September 30, 2005,  the Company had net operating loss  carryforwards  of
approximately  $1.6 million for federal and state tax purposes,  these NOLs have
been  reclassified  as current assets due to the expected  utilization in fiscal
2006 as a result of the gain generated by the tender offer.

                                    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.

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.


                                       13
<PAGE>


                        RESULTS OF CONTINUING 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  September  30,  2005 and 2004 the Company had a total of 31 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 September
30, 2005, the tenants occupied  approximately 304,000 square feet under roof, or
78% of the leasable area under roof.  This compares to 266,000 square feet under
roof,  or 68% of the  leasable  area under roof as of  September  30,  2004.  In
addition to the area under roof,  the Company had 57,000  square feet of outside
area under lease as of September 30, 2005 and 72,000 as of September 30, 2004.

Rental  Revenue.  For the three months ended  September 30, 2005 rental  revenue
increased  $44,000 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.

Tenant  Reimbursements.  For the three  months ended  September  30, 2005 tenant
reimbursements  decreased  $11,000 or 7% as compared to the three  months  ended
September 30, 2004.  Such  reimbursements  typically  fluctuate based on utility
costs and tenant  occupied  space.  During the three months ended  September 30,
2005,  the decrease was  primarly a result of the 2004  reimbursements  received
from a tenant for roof repairs of $7,000 and reduced utility consumption.

Operating  Costs.  For the three months ended September 30, 2005 total operating
costs  decreased  $35,000 or 6% compared to the three months ended September 30,
2004. Of this decrease,  operating  costs--related  party decreased $104,000 and
operating  costs increased  $69,000.  The decrease in related party expenses was
the result of reduced legal expenses  related to the firm of which a director of
the Company is a partner of $97,000,  due  primarily  to the use of another firm
for services,  along with a combined  reduction of $7,000 in accounting and real
estate consulting fees.

The  increase  of  $69,000 in  operating  costs was a result of  increased  2005
non-related party legal expenses of $45,000 due to the engagement of a new legal
firm, salary and compensation  arrangements  relating to the appointment on June
16, 2005 of Walker R. Stapleton as the President and Chief Executive  Officer of
the Company of $36,000,  audit and  accounting  fees of  approximately  $11,000,
marketing  expense of $8,000,  facility water system expense of $8,000 and other
of $12,000.  These increases were offset by decreases in repairs and maintenance
of $41,000 and non-cash stock compensation of $10,000.  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.

Interest  Income.  For the three months ended  September  30, 2005,  the Company
generated  $16,000 of interest income on its cash balances as compared to $6,000
in the three months ended  September 30, 2004.  The increase in rental  deposits
and decrease in expenses have increased the invested cash accounts.

Interest  Expense.  Historically,  interest  expense has consisted  primarily of
interest  expense on mortgage debt and the changes in the value of the Company's
interest rate swap contract. However, as of December 1, 2003, the Company's swap
contract with its bank terminated.  As a result, interest expense of $27,000 for
the three months ended  September 30, 2005,  consists  solely of interest on the
Company's outstanding debt. This compares to $20,000 of interest expense for the
corresponding period in the prior year.

Other Income and Expense.  For the three months ended  September  30, 2005,  the
Company  incurred a net  increase  in other  income of $6,000 from the sale of a
dust collection system and other discontinued equipment. This compares to $1,000
of other income for the period ending September 30, 2004.



                                       14
<PAGE>


Income Taxes.  The  effective tax rate for the three months ended  September 30,
2005  increased to a provision of 40% from a benefit of 37% for the three months
ended  September  30,  2004.  As of  September  30,  2005,  the  Company had net
operating loss carryforwards of approximately  $980,000 and $586,000 for federal
and state tax purposes, respectively. Such carryforwards begin to expire in 2022
and 2012,  respectively  for federal and state purposes.  Though the Company had
reported  taxable  losses  until 2005,  as of the end of fiscal 2004  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 2004.  Although the initial public offering was later  withdrawn,  the
Company completed a tender offer with Metro PCS in October 2005 that is expected
to allow for  utilization  of  substantially  all of the Company's net operating
loss carryforwards during fiscal 2006

Liquidity and Capital Resources

The Company had cash of $2 million at September 30, 2005, and current maturities
of long-term debt of $80,000. The positive cash flow of $210,000 was primarily a
result of the receipt of $62,000  for  exercise of stock  options  coupled  with
positive  cash flow from  operating  activities  of $169,000.  This increase was
partially  offset by a decrease of $14,000 for  principal  payments on long-term
debt and $7,000 of capital expenditures.

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  $6,700
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  September  30, 2005 the
company was in compliance with such covenants.

On November 1, 2005,  the Company  received $1.8 million from sale of the shares
of  MetroPCS  pursuant  to  a  tender  offer.  See  Note  2  above  for  further
information.

The Company  anticipates that material fiscal 2006 cash commitments will include
$60,000 of  principal  debt  reduction  and  approximately  $200,000  of capital
expenditures. The Company anticipates funding these payments out its new line of
credit.  Cash flows from operating  activities are expected to remain 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.



                                       15
<PAGE>


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 September 30, 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 $3,001,200 as of September 30, 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 September 30, 2005.

Item 4. Controls and Procedures

As of  September  30, 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  Officer  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



                                       16
<PAGE>


Item 3. Defaults Upon Senior Securities.

      None

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

      None

Item 5. Other Information

      None

Item 6. Exhibits


      3.1   Restated Certificate of Incorporation (1)

      3.2   Bylaws (1)

      10.1  Consulting   Agreement  dated  August  1,  2005  between  SonomaWest
            Holdings, Inc. and Thomas R. Eakin, d.b.a. Eakin Consulting. (2)

      10.2  Consulting Agreement effective as of July 1, 2005 between SonomaWest
            Holdings, Inc. and Bugatto Investment Company. (2)

      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. +

--------------

(1)   Incorporated  by reference to the  registrant's  Quarterly  Report on Form
      10-Q (File No.  000-01912) for the fiscal quarter ended December 31, 2004,
      filed on February 14, 2005.

(2)   Incorporated by reference to the  registrant's  Annual Report on Form 10-K
      (File No.  000-01912) for the year ended June 30, 2005, filed on September
      28, 2005.

*     Filed herewith.

+     Furnished herewith.


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: November 10, 2005


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



                                       17
<PAGE>

                                  EXHIBIT INDEX

   Exhibit No.          Document Description

      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