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 March 31, 2003 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)


         California                                        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: 707-824-2001
               --------------------------------------------------


         (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
               -------                  -------



As of May 9, 2003,  there were 1,104,783  shares of common stock,  no par value,
outstanding.





<PAGE>



                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION                                             Page

    Item 1.   Condensed Consolidated Financial Statements

              Condensed Consolidated Balance Sheets at March 31, 2003
              and June 30, 2002................................................3

              Condensed Consolidated Statements of Earnings - Three
              and Nine months ended March 31, 2003 and 2002....................4

              Condensed Consolidated Statement of Changes in Shareholders'
              Equity - Nine Months ended March 31, 2003........................5

              Condensed Consolidated Statements of Cash Flows -
              Nine Months ended March 31, 2003 and 2002........................6

              Notes to Condensed Consolidated Financial Statements.............7

    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................10

    Item 3.   Quantitative and Qualitative Disclosures About Market Risk......14

    Item 4.   Controls and Procedures.........................................14


PART II.   OTHER INFORMATION

    Item 1.   Legal Proceedings...............................................15

    Item 2.   Changes in Securities and Use of  Proceeds......................15

    Item 3.   Defaults Upon Senior Securities ................................15

    Item 4.   Submission of Matters to a vote of Security Holders.............15

    Item 5.   Other Information...............................................15

    Item 6.   Exhibits and Reports on Form 8-K................................15

    Signature ................................................................16

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

EXHIBITS......................................................................21



                                       2
<PAGE>





PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>

ASSETS                                                                                     3/31/03       6/30/02
                                                                                         ------------- -------------
                                                                                         (Unaudited)
CURRENT ASSETS:
<S>                                                                                       <C>           <C>
   Cash                                                                                   $  1,656      $  2,769
   Restricted cash                                                                             600           600
   Accounts receivable, less allowances for uncollectible accounts of $0 and $10 in
     fiscal 2003 and 2002, respectively                                                        112           118
   Other receivables                                                                            22            20
   Prepaid income taxes                                                                          -            75
   Prepaid expenses and other assets                                                            18           121
   Current deferred income taxes, net                                                          100           335
                                                                                         ---------------------------
                Total current assets                                                         2,508         4,038

RENTAL PROPERTY, net                                                                         1,818         1,917
INVESTMENT, at cost                                                                          2,446         1,402
DEFERRED INCOME TAXES                                                                          273            31
PREPAID COMMISSIONS AND OTHER ASSETS                                                            70            82
                                                                                         ---------------------------
                Total assets                                                             $   7,115      $  7,470
                                                                                         ===========================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of long-term debt                                                   $  1,871     $      61
   Accounts payable                                                                            101           108
   Unearned rents and deposits                                                                 270           282
   Accrued payroll and related liabilities                                                     124           253
   Accrued expenses                                                                            378           290
   Net liabilities of discontinued operations                                                   64           219
                                                                                         ---------------------------
                Total current liabilities                                                    2,808         1,213
LONG-TERM DEBT, net of current maturities                                                        -         1,856
                                                                                         ---------------------------
                Total liabilities                                                            2,808         3,069
                                                                                         ---------------------------
SHAREHOLDERS' EQUITY:
   Preferred stock:  2,500 shares authorized; no shares outstanding                              -             -
   Common stock:  5,000 shares authorized, no par value; 1,105 shares outstanding in
     fiscal 2003 and 2002                                                                    2,675         2,633
   Stock subscription receivable                                                              (400)         (400)
   Retained earnings                                                                         2,032         2,168
                                                                                         ---------------------------
                Total shareholders' equity                                                   4,307         4,401
                                                                                         ---------------------------
                Total liabilities and shareholders' equity                                $  7,115      $  7,470
                                                                                         ===========================
</TABLE>

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



                                       3
<PAGE>



<TABLE>
<CAPTION>


                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
           FOR THE NINE AND THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                                        Nine Months               Three Months
                                                                                      Ended March 31             Ended March 31
                                                                                      --------------             --------------
                                                                                       2003      2002             2003        2002
                                                                                       ----      ----             ----        ----
<S>                                                                                 <C>          <C>            <C>         <C>
RENTAL REVENUE                                                                      $ 1,138      $ 1,095        $ 381       $  362

OPERATING COSTS                                                                       1,420        1,639          359          394
                                                                                  --------------------------------------------------
OPERATING (LOSS) INCOME
                                                                                       (282)        (544)          22          (32)

INTEREST AND OTHER INCOME (EXPENSE), NET                                                (54)         (60)          (6)           7
                                                                                  --------------------------------------------------
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
                                                                                       (336)        (604)          16         (25)
                                                                                         84          161           (9)         (1)
BENEFIT (PROVISION) FOR INCOME TAXES
                                                                                  --------------------------------------------------
NET (LOSS) INCOME FROM CONTINUING OPERATIONS                                           (252)        (443)           7         (26)

GAIN (LOSS) ON SALE OF DISCONTINUED OPERATIONS, net of income taxes                     116           53           (4)         10
                                                                                  --------------------------------------------------
NET (LOSS) INCOME                                                                   $  (136)      $ (390)        $  3       $ (16)
                                                                                  ==================================================

WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS:

  Basic                                                                               1,105        1,042        1,105        1,043

  Diluted                                                                             1,110        1,051        1,108        1,052

EARNINGS (LOSS) PER COMMON SHARE
Continuing operations
  Basic                                                                            $ (0.23)     $ (0.43)      $  0.01     $ (0.02)
  Diluted                                                                          $ (0.23)     $ (0.43)      $  0.01     $ (0.02)

Discontinued operations:
  Basic                                                                            $  0.10       $ 0.05        $ 0.00      $ 0.01
  Diluted                                                                          $  0.10       $ 0.05        $ 0.00      $ 0.01

Net loss:
 Basic                                                                             $ (0.12)     $ (0.37)      $ 0.00      $ (0.02)
 Diluted                                                                           $ (0.12)     $ (0.37)      $ 0.00      $ (0.02)

</TABLE>

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







                                       4
<PAGE>



<TABLE>
<CAPTION>


                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
                    FOR THE NINE MONTHS ENDED MARCH 31, 2003
                             (AMOUNTS IN THOUSANDS)


                                                     Common Stock
                                              ----------------------------      Stock                            Total
                                                 Number                     Subscriptions      Retained      Shareholders'
                                               of Shares       Amount         Receivable       Earnings         Equity
                                              -----------------------------------------------------------------------------



<S>           <C> <C>                               <C>        <C>          <C>                <C>           <C>
BALANCE, JUNE 30, 2002                              1,105      $ 2,633      $  (400)           $  2,168      $  4,401

   Net loss                                             -            -            -                (136)         (136)

   Non-cash stock compensation charge                   -           42            -                   -            42
                                              ------------------------------------------------------------------------------

BALANCE, MARCH 31, 2003                             1,105      $ 2,675      $  (400)          $  2,032       $  4,307

                                              ==============================================================================

</TABLE>

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




                                       5
<PAGE>


<TABLE>
<CAPTION>

                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002
                             (AMOUNTS IN THOUSANDS)

                                                                                                2003              2002
                                                                                        -----------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                          <C>                 <C>
   Net loss                                                                                  $  (136)            $ (390)
                                                                                        -----------------------------------
   Adjustments to reconcile net loss to net cash provided by operating
activities:
      Loss on sale of fixed assets                                                                 7                  -
      Gain on sale of discontinued operations, net                                              (116)               (53)
      Non-cash stock compensation charge                                                          42                 40
      Depreciation and amortization expense                                                      234                297

      Changes in assets and liabilities:
        Accounts receivable, net                                                                   6                  7
        Other receivables                                                                         (2)                86
        Deferred income tax benefit                                                               (7)              (154)
        Prepaid commissions and other assets                                                      12                (52)
        Prepaid income taxes                                                                      75                287
        Prepaid expenses and other assets                                                        103                 84
        Accounts payable and accrued expenses                                                     81                  -
        Accrued payroll and related liabilities                                                 (129)               234
        Unearned rents and deposits                                                              (12)                34
                                                                                        -----------------------------------
                                                                                                 294                810
                                                                                        -----------------------------------
              Net cash provided by continuing operations                                         158                420
              Net cash used in discontinued operations                                           (39)               (17)
                                                                                        -----------------------------------
              Net cash provided by operating activities                                          119                403
                                                                                        -----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                         (142)              (113)
   Investment in MetroPCS                                                                     (1,044)              (446)
                                                                                        -----------------------------------
              Net cash used in investing activities                                           (1,186)              (559)
                                                                                        -----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of long-term debt                                                          (46)               (42)
   Issuance of common stock                                                                        -                  5
                                                                                        -----------------------------------
            Net cash used for financing activities                                               (46)               (37)
                                                                                        -----------------------------------
NET DECREASE IN CASH                                                                          (1,113)              (193)
CASH AT BEGINNING OF YEAR (of which $600 is restricted)                                        3,369              3,936
                                                                                        -----------------------------------
CASH AT END OF YEAR (of which $600 is restricted)                                           $  2,256           $  3,743
                                                                                        ===================================


                       Supplemental Cash Flow Information
                                                                                              2003             2002
                                                                                        ----------------------------------
Interest paid                                                                              $  106            $ 109
Taxes paid                                                                                 $    1            $   2


</TABLE>

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




                                       6
<PAGE>




                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        NINE MONTHS ENDED MARCH 31, 2003



Note 1 - Basis of Presentation

The  accompanying  fiscal year 2003 and 2002 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,  2002.  The
results of  operations  for the  nine-month  period ended March 31, 2003 are not
necessarily  indicative of the results that will be achieved for the entire year
ending June 30, 2003.


Note 2 - Investment

The  Company  has made a  financial  commitment  to make a $3  million  minority
investment   in  the   Series   D   preferred   stock   of  a   privately   held
telecommunications company, MetroPCS, Inc., of which $2,446,000 was funded as of
March 31, 2003. The Company  accounts for the investment  using the cost method.
It is anticipated  that the remaining  $554,000 will be funded by the end of the
2003 fiscal year.


Note 3 - Discontinued Operations

The  after  tax  gains of  $116,000  and  $53,000  on the  sale of  discontinued
operations  presented in the  accompanying  statements of earnings for the three
and nine months ended March 31, 2003 and 2002, respectively, represent the sales
of remaining  discontinued  inventories  and fixed assets net of related selling
costs and income taxes.

On October 3, 2002 the Company  entered into a sale  agreement  with  Commercial
Sales and Leasing,  Inc. for the remaining  Perma-Pak  finished  goods and other
Perma-Pak property for a total sale price of $240,000. The agreement calls for a
down payment of $175,000 with the balance of $65,000  secured by a  non-interest
bearing  promissory  note. The promissory  note calls for payments of $20,000 on
October  25,  2002,  $30,000 on April 4, 2003 and  $15,000 on July 4, 2003.  The
Company has received the October and April  payments.  Revenue  pursuant to this
sale is recorded at the time payments are received.  Pursuant to the  separation
agreement with the former Chief  Executive  Officer,  Gary L. Hess,  "Mr. Hess",
(who is a current board member), the Company agreed to pay Mr. Hess a commission
of 7% on the aggregate  sales of $250,000 of Perma-Pak  finished goods and other
property and 50% on sales above $250,000.  As of March 31, 2003, the Company has
paid Mr. Hess a  commission  of $44,329  with  respect to the sale of  Perma-Pak
assets to Commercial Sales and Leasing,  Inc. Upon receipt of the balance of the
total purchase price of $45,000,  the Company will owe an additional  commission
to Mr. Hess of $27,500.

Remaining liabilities of discontinued  operations of $64,000 and $219,000, as of
March 31, 2003 and June 30,  2002,  respectively,  relate to reserves for rental
repairs  necessary to ready one of the Company's  properties  previously used in
the  discontinued  operations  for future  rentals.  The  original  reserve  was
recorded as a charge to  discontinued  operations  during  2000.  All  remaining
un-sold fixed assets of discontinued operations are fully written off.


                                       7
<PAGE>

Note 4 - Stock Options

Effective July 1, 2002,  the Company has elected to account for all  prospective
stock  options  in  accordance  with  SFAS  123,   "Accounting  for  Stock-Based
Compensation".  As a result,  during  the first nine  months of fiscal  2003 the
Company  incurred a charge included in continuing  operations of $42,000 related
to the issuance of 24,200 fully vested stock options to the directors,  officers
and certain  employees of the Company.  No  additional  stock  options have been
granted as of March 31,  2003.  The  Company  recorded an  additional  charge of
$18,000  during  the three  months  ended  September  30,  2002  related  to the
extension of a former board member's stock option exercise period.

Prior to July 1, 2002, The Company accounted for stock-based  compensation plans
in  accordance  with  Accounting   Principles  Board  ("APB")  Opinion  No.  25,
"Accounting for Stock Issued to Employees,"  under which  compensation  cost was
recorded as the difference  between the fair value and the exercise price at the
date of grant, and was recorded on a straight-line basis over the vesting period
of the  underlying  options.  Prior to July 1, 2002, the Company had adopted the
disclosure only provisions of Statement of Financial Standards ("SFAS") No. 123,
"Accounting for Stock Based Compensation".  The Company continues to account for
stock options granted prior to July 1, 2002 in accordance with APB 25; and thus,
continues to apply the disclosure  only  provisions of SFAS 123 to such options.
During  the three  months  ended  March  31,  2002,  the  Company  recognized  a
compensation  charge of $22,501  related to the  extension  of a board  members'
stock option exercise period. No other compensation  expense has been recognized
in the accompanying  financial statements pursuant to stock options issued prior
to July 1, 2002 as the option terms are fixed and the exercise  price equals the
market  price of the  underlying  stock on the  date of  grant  for all  options
granted by the Company.

Had  compensation  cost for the stock options granted prior to July 1, 2002 been
determined based upon the fair value at grant dates for awards under those plans
consistent  with the method  prescribed by SFAS 123, the net income (loss) would
have been decreased (increased) to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

     -------------------------------------------------------------------------------------------------------
        (in thousands, except per             Three Months Ended March 31,  Nine Months Ended March 31,
         share amounts)
                                      ----------------------------------------------------------------------
                                               2003               2002             2003              2002
------------------------------------------------------------------------------------------------------------

<S>                                            <C>              <C>                <C>             <C>
Net (Loss) Income, as reported                 $ 3              $ (16)             $(136)          $ (390)
------------------------------------------------------------------------------------------------------------

Pro-forma Net Loss                             $ 2              $ (18)             $(141)          $ (435)
------------------------------------------------------------------------------------------------------------

Earnings (Loss) Per Share:
------------------------------------------------------------------------------------------------------------
       Basic - as reported                     $ 0.00           $(0.02)            $(0.12)         $(0.37)
------------------------------------------------------------------------------------------------------------

       Basic - pro-forma                       $ 0.00           $(0.02)            $(0.13)         $(0.42)
------------------------------------------------------------------------------------------------------------

       Diluted - as reported                   $ 0.00           $(0.02)            $(0.12)         $(0.37)
------------------------------------------------------------------------------------------------------------

       Diluted - proforma                      $ 0.00           $(0.02)            $(0.13)         $(0.42)
---------------------------------------------------------------------------------------- -------------------


</TABLE>

                                       8
<PAGE>



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  2002,  2000,  1999 and  1996  grants,  respectively:
weighted average risk-free  interest rates of 4.78, 6.19, 5.13 and 6.61 percent;
expected  dividend yield of 0 percent;  expected life of four years for the Plan
options;  and expected volatility of 25.83, 39.54, 63.85 and 37.44 percent.  For
options  outstanding as of March 31, 2003, the weighted average fair value as of
the grant date was $2.13.




                                       9
<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, 2002 filed on September 20, 2002,  and
other  cautionary  statements  set  forth  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  herein presented for the three and nine months ending
March 31,  2003 and 2002  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 recurring nature.


                                    OVERVIEW

As of March  31,  2003,  the  Company's  business  consists  of its real  estate
management  and rental  operations  and its minority  investment in the Series D
preferred stock of a privately held telecommunications  company,  MetroPCS, Inc.
Prior to the sale of its other business segments,  SonomaWest  operated in three
business segments:  industrial dried fruit  ingredients,  organic packaged goods
and real  estate.  The  Company  commenced a  strategic  reorientation  upon the
announcement  of the proposed  sale of its  apple-based  industrial  ingredients
product  line in June  1999.  In August  1999 the  decision  was made to sell or
discontinue  all  product  lines  in  the  Company's   industrial   dried  fruit
ingredients   business.  In  January  2000,  the  Company  decided  to  sell  or
discontinue its organic packaged goods business. As a result of these decisions,
both of these business segments are considered discontinued operations and their
operating results, results of cash flows and net assets are reflected outside of
the Company's continuing operations.

During fiscal 2002, the Company committed to a $3 million minority investment in
a  telecommunications  company.  As of March 31, 2003,  the Company had invested
$2,446,000 of its $3.0 million commitment.




                                       10
<PAGE>




                             DISCONTINUED OPERATIONS

For the nine months ended March 31, 2003, the Company recorded an after-tax gain
from discontinued operations of $116,000. The after-tax gain for the nine-months
ended  March 31, 2003 was  primarily  a result of the gain of $91,000  ($151,000
pretax) on the sale of the Perma-Pak inventory and equipment and the reversal of
the reserve of $44,000 ($74,000 pretax) for the expected  sublease  shortfall of
the Company's former corporate  headquarters.  The reversal of the reserve was a
result of the  acceptance  of the option by the sublessee to extend the sublease
through  the  original  term  of the  Company's  lease;  thus,  eliminating  the
shortfall.  This  compares to an  after-tax  gain of $53,000 for the nine months
ended March 31, 2002.


                        RESULTS OF CONTINUING OPERATIONS

The  Company's  continuing  line of business is its real estate  management  and
rental operations and an investment in MetroPCS, Inc.

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 390,000  square
feet. As of March 31, 2003 the Company had a total of 27 tenants  compared to 28
tenants in March 31, 2002. The tenants have varying original lease terms ranging
from  month-to-month  to seven years with  options to extend the  leases.  As of
March 31, 2003,  the tenants  occupied  approximately  218,000 square feet under
roof or 56% of the leasable  area under roof.  This  compares to 209,000  square
feet under roof or 54% as of March 31, 2002. In addition to the area under roof,
the Company had 84,000  square feet of outside  area under lease as of March 31,
2003 and 81,000 in 2002.

Rental  Revenue.  For the nine  months  ended  March  31,  2003  rental  revenue
increased  $43,000 or 4% as  compared to the  corresponding  period in the prior
year. Although the number of tenants decreased from March 31, 2003 and 2002, the
increase in rental revenue is attributable to increased square footage occupancy
throughout  the first nine  months of the 2003  fiscal  year as  compared to the
first nine months of the 2002 fiscal year.

For the three months ended March 31, 2003 rental revenue increased $19,000 or 5%
as compared to the  corresponding  period in the prior year. This increase was a
primarily the result of the current tenants  increasing  their space and overall
increases in rental rates as a result of CPI and other lease related charges.

Operating  Costs.  Operating costs consist of direct costs related to continuing
operations and all general  corporate  costs.  Only direct selling,  general and
administrative costs related to the discontinued  packaged goods businesses were
charged to discontinued operations in the consolidated statements of operations.
For the nine months ended March 31, 2003 operating costs  decreased  $219,000 or
13% compared to the nine months ended March 31, 2002.  The decrease  from fiscal
2002  was  primarily  due  to  separation  costs  of  $362,500  related  to  the
termination of the Company's Chief Executive Officer, which were expensed during
the nine months  ended  March 31,  2002,  offset by the accrual of the  expected
non-reimbursable  costs to be incurred as a result of storm  damage  incurred in
December of 2002 of $173,000.  The Company's  total operating costs exceeded the
tenant  rental  revenue for the nine months  ended March 31, 2003 and 2002.  The
Company continues to closely scrutinize all discretionary spending. In addition,
the  Company  continues  to actively  search for  additional  tenant  revenue to
eliminate these negative operating  results.  While the Company and its retained
broker are actively marketing the properties to prospective  tenants,  there can
be no  assurance  that  tenants  will be  found  in the  near  term or at  rates
comparable with existing leases.  As a result,  the Company's  operating results
will be negatively impacted as long as the tenant rental revenue stream fails to
cover existing operating costs.


                                       11
<PAGE>

During December 2002 the Company  experienced two severe storms with high winds.
The  Company  estimates  that they will  incur  $173,000  of costs to repair the
damages and demolish  portions of buildings  damaged  during the two storms that
will not be covered by the Company's  insurance as a result of the deductible of
$100,000 per occurrence.

For the three months ended March 31, 2003 operating costs  decreased  $35,000 or
9%.  This  decrease  was a result  of lower  depreciation  expense  and bad debt
expense.

Interest and Other Income  (Expense),  Net.  Interest and other income (expense)
consist  primarily of interest  income on the Company's cash balances,  interest
expense on mortgage debt and the change in the value of the  Company's  interest
rate swap  contract.  For the nine months  ending  March 31,  2003,  the Company
generated $38,000 of interest income, incurred $106,000 of interest expense, and
recorded a positive  swap  contract  adjustment  of  $16,000.  This  compares to
$84,000 of interest  income,  $109,000 of interest  expense and a negative  swap
contract  adjustment of $38,000 for the corresponding  period in the prior year.
The decrease in interest  income is due to a reduced cash balance in fiscal 2003
and a decline in interest rates.

Income  Taxes.  The  effective tax rate for the nine months ended March 31, 2003
decreased to 25% from 27% as of March 31, 2002.  As of June 30, 2002 the Company
has carried back all of its federal losses to offset prior years taxable income.
Any tax losses incurred  subsequent to the June 30, 2002 will be carried forward
to offset future taxable income. Due to the uncertainty of future realization, a
valuation  allowance is recorded against state net operating losses. The primary
reason  for the lower  effective  rate as of March 31,  2003,  was the impact of
permanent  differences  (primarily the $42,000 stock  compensation  charge) on a
small amount of taxable loss and the valuation  allowance recorded against state
net operating losses.


Liquidity and Capital Resources
-------------------------------

The Company had unrestricted  cash of $1.7 million at March 31, 2003 and current
maturities of long-term  debt of $1.9 million.  The Company's  long-term debt is
due and payable in December 2003,  and as a result,  the entire debt is recorded
under current maturities of long-term debt. The Company anticipates  refinancing
this debt and has begun the process of discussing this refinancing with lenders.
The Company's  cash balance  decreased  $1,113,000  during the nine months ended
March  31,  2003,  primarily  as a result of the  investment  of  $1,044,000  in
MetroPCS, Inc. and capital expenditures of $142,000.

During December 2000, the Company entered into an agreement with its sole lender
to modify the terms of its lending  agreement.  As a result, the financial based
debt covenant was amended.  The new covenant required the Company, at the end of
each fiscal year, to maintain a debt service  coverage ratio at least 1.15 to 1.
Until such time as this ratio  reaches  1.25 to 1 at the  Company's  fiscal year
end,  the  Company is  required to  maintain  restricted,  unencumbered  cash or
marketable securities of at least $600,000.  Furthermore,  the terms of the loan
restrict the Company from incurring any additional  indebtedness during the term
of the  loan.  As of August  15,  2002,  the  Company  and the bank  agreed to a
Restated and Amended  Addendum  ("Addendum")  to this  agreement.  This Addendum
amended and restated the  provisions  of the  agreement  stated  above.  The new
Addendum requires that the Company,  at the end of each fiscal year,  maintain a
debt service  coverage ratio of at least 1.05 to 1. It still requires that until
such time as this ratio  reaches  1.25 to 1, the Company is required to maintain
restricted,  unencumbered cash or marketable securities of at least $600,000. In
addition to the lien on the Company's  South  Sebastopol  Property it grants the
bank a lien on a money  market  account,  in the amount of  $90,000.  Management
believes  that in the  future  it can  remain in  compliance  with this new debt
service coverage ratio. The $90,000 Money Market account balance is part of, not
an addition to, the restricted unencumbered cash balance of $600,000. As of June
30, 2002, the Company's debt service ratio was 1.18 to 1. Consequently, $600,000
is classified as restricted cash on the accompanying  balance sheet. As of March
31, 2003, the Company's debt service coverage ratio was 1.33 to 1.


                                       12
<PAGE>

The Company has  committed  itself to a $3 million  minority  investment  in the
Series  D  preferred  stock  of a  privately  held  telecommunications  company,
MetroPCS,  Inc. As of March 31, 2003, the Company had invested $2,446,000 of its
$3 million  commitment.  The Company has accounted for the investment  using the
cost method. It is expected that the remaining $554,000 will be partially funded
during the fourth quarter of fiscal 2003 with the balance funded in fiscal 2004.

On July 17, 2002 the Company  entered into a separation  agreement in principle,
which was thereafter  executed,  with its President and Chief Executive Officer,
Gary L. Hess ("Mr. Hess"), a current board member,  replacing Mr. Hess' existing
employment agreement.  Pursuant to the separation agreement,  Mr. Hess continued
as President and Chief Executive Officer, first on a full-time basis and then on
a part-time  basis,  through  October 31, 2002.  Effective  September  2002, the
Company  began paying  separation  payments to Mr. Hess in the amount of $12,500
monthly  for 29  months,  replacing  all  payment  obligations  under  his prior
employment agreement.  The Company's obligation under this agreement of $362,500
was recorded in operating  expenses in the first  quarter of fiscal 2002.  As of
March 31,  2003,  the  remaining  obligation  under this  agreement is $112,500.
Pursuant  to this  separation  agreement,  Mr. Hess has been  designated  as the
Company's  exclusive  sales  representative  in its  efforts to sell any and all
remaining  Perma-Pak  finished  goods  inventory  and other  Perma-Pak  property
(inventory and property  related to  discontinued  operations)  and will receive
commissions  of 7% on the  aggregate  sales up to $250,000  and 50% on the sales
above $250,000.  As of October 3, 2002, the Company entered into an agreement to
sell all of the remaining Perma-Pak finished goods inventory and other Perma-Pak
property.  As of March 31, 2003 the Company  received  $195,000 of the  $240,000
total purchase price.  The Company has paid  commissions to Mr. Hess of $ 44,329
pursuant  to this sale and $ 53,173 in total  pursuant to this  agreement.  Upon
receipt of the balance of the total purchase price of $45,000,  the Company will
owe a commission to Mr. Hess of $27,500.  As part of the  separation  agreement,
Mr. Hess was given until January 29, 2002 to decide whether to extend the period
in which he was eligible to exercise  the stock  options  previously  granted to
him. On January 28,  2002,  Mr. Hess  elected to exercise his option to purchase
80,000  shares of his total  outstanding  options  of 89,474  shares.  Mr.  Hess
elected to extend the  termination  date on his option to purchase the remaining
9,474 shares,  through the last date of the severance period (January 31, 2004).
As part of the  separation  agreement the Company  agreed to loan Mr. Hess up to
$447,370 to allow Mr.  Hess to exercise  the  aforementioned  options.  Mr. Hess
elected to borrow $400,000 to exercise 80,000 stock options at $5 per share. The
note dated  January 28, 2002 in the amount of  $400,000,  bears  interest at the
Applicable  Federal  Rate (AFR) for loans of three  years or less on the date of
the note (the AFR at January 28, 2002 was 2.73%), payable quarterly. The Note is
payable in full on August 1, 2004.  The Note is full  recourse and  specifically
secured  by the  stock  certificates  and  evidenced  in the  form of a loan and
security  agreement.  As a result of the extension of the option to purchase the
remaining  9,474  shares,  the Company  incurred a non-cash  stock  compensation
charge in the third quarter ended March 31, 2002 of $22,501.

On  September 4, 2002,  the Company  authorized  the waiver of the  provision of
Craig  R.  Stapleton's  (a  shareholder  and  former  director)  stock  options,
providing for the  termination of the options 90 days  following  termination of
service  to the  Company.  Consequently,  the period in which Mr.  Stapleton  is
entitled to exercise his option to purchase  10,000 shares was  extended,  and a
one-time non-cash compensation charge of $18,000 was recorded in September 2002.

Effective July 1, 2002,  the Company has elected to account for all  prospective
stock  options  in  accordance  with  SFAS  123,   "Accounting  for  Stock-Based
Compensation".  As a result, during the first quarter of fiscal 2003 the Company
incurred  a charge  against  continuing  operations  of  $42,000  related to the
issuance of 24,200  fully vested stock  options to the  Directors,  Officers and
specific employees of the Company.

                                       13
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

During  fiscal  1999,  the Company  entered  into a note payable with an initial
principal  amount of $2,100,000.  The note has a variable  interest rate tied to
the LIBOR rate. To reduce its exposure to changes in the LIBOR rate, the Company
entered into an interest-rate  swap agreement.  The interest rate swap agreement
has a five-year  term that  coincides  with the term of the  borrowing,  both of
which began on December 1, 1998 and end on December 1, 2003.  The swap  contract
requires the Company's counter party to pay it a floating rate of interest based
on USD-LIBOR due monthly.  In return, the Company pays its counter party a fixed
rate of 5.10% interest due monthly.  The interest  amounts are calculated  based
upon the notional  amount,  which is amortized  monthly  based on the  Company's
principal  payments  and was  $1,871,502  as of  March  31,  2003.  The  initial
notational  amount was $2,100,000.  During the nine months ended March 31, 2003,
the Company  recorded a decrease in the value of this swap agreement of $14,828.
The fair value of the interest rate swap was $(54,482) as of March 31, 2003, and
is included in accrued  liabilities in the accompanying  condensed  consolidated
financial statements.

<TABLE>
<CAPTION>

Table of Interest Rate Swap:

                                               Notional     Variable Interest  Fixed Rate   Variable Rate    Effective
                                                Amount       Rate on Note       Paid on      Received on    Interest Rate
                                                                                 Swap           Swap           on Note
----------------------------------------     -----------    -----------------  ----------   --------------  --------------

<S>                 <C>                      <C>                  <C>            <C>            <C>              <C>
Matures in December 2003                     $1,871,502           3.55%          5.10%          (1.30)%          7.35%

</TABLE>


Item 4.  Controls and Procedures

Within 90 days prior to the date of this  report,  the  Company  carried  out an
evaluation,  under the supervision and with the  participation  of the Company's
management, including the Company's Chairman of the Board of Directors and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls  and  procedures  pursuant to Exchange  Act Rule
13a-14.  Based upon that  evaluation,  the  Company's  Chairman  of the Board of
Directors and Chief Financial  Officer  concluded that the Company's  disclosure
controls  and  procedures  are  effective  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
have been no significant  changes in the Company's  internal controls or, to the
Company's  knowledge,  in other  factors that could  significantly  affect those
internal controls subsequent to the date the Company carried out its evaluation,
and  there  have  been  no  corrective   actions  with  respect  to  significant
deficiencies and material weaknesses.

The  Company's  management,  including  the  Chairman  of the  Board  and  Chief
Financial Officer,  does not expect that our disclosure controls or our 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. Further, 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 the inherent  limitations in all control  systems,  no evaluation of controls
can provide  absolute  assurance that all control issues and instances of fraud,
if any,  within the  Company  have been  detected.  These  inherent  limitations
include the realities that judgments in decision-making  can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people,  or by  management  override of the  control.  The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions;
over time,  control may become inadequate  because of changes in conditions,  or
the degree of  compliance  with the  policies  or  procedures  may  deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements due to error or fraud may occur and not be detected.


                                       14
<PAGE>

PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

         None

Item 2. Changes in Securities and Use of Proceeds

         None

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 and Reports on Form 8-K

        a. Exhibits

         3.1(1) Articles of Incorporation, as amended to date

         3.2(2) Bylaws, as amended to date


         99.1  Certification Pursuant to Section 906 of Sarbanes-Oxley Act
                of 2002

         99.2  Certification Pursuant to Section 906 of Sarbanes-Oxley Act
                of 2002

          -------------------------
          (1) Incorporated by reference to the registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 2000.

          (2) Incorporated by reference to the registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 1992.

         b. Reports on Form 8-K


         None






                                       15
<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:    May 13, 2003


  /s/ Thomas R. Eakin
----------------------------------------
Thomas R. Eakin, Chief Financial Officer



                                       16
<PAGE>





CERTIFICATIONS
--------------

     I, Roger S. Mertz, certify that:

     1. I have  reviewed  this  quarterly  report  on Form  10-Q  of  SonomaWest
Holdings, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          (a) designed such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

          (b) any fraud,  whether or not material,  that involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 13, 2003

                                /s/ Roger S. Mertz
                          -----------------------------------------------
                          Roger S. Mertz
                          Chairman of the Board of Directors


                                       17
<PAGE>

CERTIFICATIONS
--------------

     I, Thomas R. Eakin, certify that:

     1. I have  reviewed  this  quarterly  report  on Form  10-Q  of  SonomaWest
Holdings, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          (a) designed such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

          (b) any fraud,  whether or not material,  that involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 13, 2003


                                      /s/ Thomas R. Eakin
                                    ----------------------------------------
                                    Thomas R. Eakin
                                    Chief Financial Officer











                                       18
<PAGE>



                                  EXHIBIT INDEX




 Exhibit No.                       Document Description
------------                       --------------------
    99.1     Certification Pursuant to Section 906 of Sarbanes Oxley Act of 2002

    99.2     Certification Pursuant to Section 906 of Sarbanes Oxley Act of 2002




                                       19
<PAGE>