SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


   X
-------        Quarterly  Report  Pursuant  to  Section  13 or  15  (d)  of  the
               Securities  Exchange Act of 1934. For the quarterly  period ended
               December 31, 2002 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:
               -------                   ----------



As of February 13, 2003,  there were  1,104,783  shares of common stock,  no par
value, outstanding.





                                       1
<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 December 31, 2002
              and June 30, 2002................................................3

              Condensed Consolidated Statements of Earnings - Three and
              Six months ended December 31, 2002 and 2001......................4

              Condensed Consolidated Statement of Changes in Shareholders'
              Equity - Six Months ended December 31, 2002......................5

              Condensed Consolidated Statements of Cash Flows - Six Months
              ended December 31, 2002 and 2001.................................6

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

    Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations..............................9

    Item 4.   Controls and Procedures.........................................13



PART II.   OTHER INFORMATION

    Item 1.   Legal Proceedings...............................................13

    Item 2.   Changes in Securities and Use of  Proceeds......................13

    Item 3.   Defaults Upon Senior Securities ................................13

    Item 4.   Submission of Matters to a vote of Security Holders.............13

    Item 5.   Other Information...............................................14

    Item 6.   Exhibits and Reports on Form 8-K................................14

    Signature.................................................................15


EXHIBIT INDEX.................................................................18

EXHIBITS......................................................................19


                                       2
<PAGE>



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

<TABLE>
<CAPTION>

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


ASSETS                                                                                     12/31/02      6/30/02
                                                                                         ------------- -------------
                                                                                         (Unaudited)
CURRENT ASSETS:
<S>                                                                                       <C>           <C>
   Cash                                                                                   $  1,762       $ 2,769
   Restricted cash                                                                             600           600
   Accounts receivable, less allowances for uncollectible accounts of $0 and $10 in
     fiscal 2003 and 2002, respectively                                                        100           118
   Other receivables                                                                            34            20
   Prepaid income taxes                                                                          -            75
   Prepaid expenses and other assets                                                            57           121
   Current deferred income taxes, net                                                          127           335
                                                                                         ------------- -------------
                Total current assets                                                         2,680         4,038

RENTAL PROPERTY, net                                                                         1,803         1,917
INVESTMENT, at cost                                                                          2,446         1,402
DEFERRED INCOME TAXES                                                                          253            31
PREPAID COMMISSIONS AND OTHER ASSETS                                                            76            82
                                                                                         ------------- -------------
                Total assets                                                              $  7,258        $7,470
                                                                                         ============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of long-term debt                                                   $  1,887       $    61
   Accounts payable                                                                            106           108
   Unearned rents and deposits                                                                 274           282
   Accrued payroll and related liabilities                                                     160           253
   Accrued expenses                                                                            437           290
   Net liabilities of discontinued operations                                                   90           219
                                                                                         ------------- -------------
                Total current liabilities                                                    2,954         1,213
LONG-TERM DEBT, net of current maturities                                                        -         1,856
                                                                                         ------------- -------------
                Total liabilities                                                            2,954         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                                                                         2,029         2,168
                                                                                         ------------- -------------
                Total shareholders' equity                                                   4,304         4,401
                                                                                         ------------- -------------
                Total liabilities and shareholders' equity                                $  7,258      $  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 SIX AND THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                   (UNAUDITED)
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                          Six Months                 Three Months
                                                                       Ended December 31           Ended December 31
                                                                       -----------------           -----------------

                                                                          2002      2001              2002      2001
                                                                          ----      ----              ----      ----
<S>                                                                      <C>          <C>            <C>         <C>
RENTAL REVENUE                                                           $  757       $  733         $ 378       $  382

OPERATING COSTS                                                           1,061        1,245           600          434
                                                                      -------------------------------------------------
OPERATING LOSS                                                             (304)        (512)         (222)         (52)
INTEREST AND OTHER INCOME (EXPENSE), NET                                    (48)         (67)          (11)          (6)
                                                                      -------------------------------------------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                        (352)        (579)         (233)         (58)
BENEFIT FOR INCOME TAXES                                                     93          162            70           24
                                                                      --------------------------------------------------
NET LOSS FROM CONTINUING OPERATIONS                                        (259)        (417)         (163)         (34)
GAIN ON SALE OF DISCONTINUED OPERATIONS, net of income taxes                120           43            77            5
                                                                      --------------------------------------------------
NET LOSS                                                                $  (139)      $ (374)        $ (86)       $ (29)
                                                                      ==================================================
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS:
   Basic                                                                  1,105        1,024         1,105        1,024
   Diluted                                                                1,110        1,059         1,110        1,058

EARNINGS (LOSS) PER COMMON SHARE
Continuing operations
   Basic                                                                 $(0.23)     $ (0.41)      $ (0.15)     $ (0.03)
   Diluted                                                               $(0.23)     $ (0.41)      $ (0.15)     $ (0.03)

Discontinued operations:
   Basic                                                                 $ 0.11       $ 0.04        $ 0.07       $ 0.01
   Diluted                                                               $ 0.11       $ 0.04        $ 0.07       $ 0.01

Net loss:
   Basic                                                                 $ 0.13)     $ (0.37)      $ (0.08)     $ (0.03)
   Diluted                                                               $(0.13)     $ (0.37)       $(0.08)     $ (0.03)

</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 SIX MONTHS ENDED DECEMBER 31, 2002
                             (AMOUNTS IN THOUSANDS)



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


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

   Net loss                                         -              -              -              (139)           (139)
   Non-cash stock compensation charge               -              42             -                 -              42
                                              ------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002                      1,105        $  2,675        $  (400)         $  2,029       $  4,304
                                              ==============================================================================


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


</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>

                    SONOMAWEST HOLDINGS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
                             (AMOUNTS IN THOUSANDS)

                                                                                   2002              2001
                                                                                -----------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                     $  (139)             $  (374)
                                                                                -----------------------------------
Adjustments to reconcile net loss to net cash provided by operating
activities:
<S>                                                                             <C>
      Loss on sale of fixed assets                                                    7                   -
      Gain on sale of discontinued operations, net                                 (120)                 (43)
      Non-cash stock compensation charge                                             42                   18
      Depreciation and amortization expense                                         156                  194

      Changes in assets and liabilities:
        Accounts receivable, net                                                     18                  (20)
        Other receivables                                                           (14)                  87
        Deferred income tax provision (benefit)                                     (94)                (161)
        Prepaid commissions and other assets                                          6                  (69)
        Prepaid income taxes                                                         75                   37
        Prepaid expenses and other assets                                            64                   80
        Accounts payable and accrued expenses                                       145                  121
        Accrued payroll and related liabilities                                     (93)                 271
        Unearned rents and deposits                                                  (8)                  40
                                                                                -----------------------------------
                                                                                     184                 555
                                                                                -----------------------------------
              Net cash provided by continuing operations                              45                 181
              Net cash provided by (used in) discontinued operations                  71                 (15)
                                                                                -----------------------------------
              Net cash provided by operating activities                              116                 166
                                                                                -----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                              (49)                (94)
   Investment in MetroPCS                                                         (1,044)               (446)
                                                                                -----------------------------------
              Net cash used in investing activities                               (1,093)               (540)
                                                                                -----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments of long-term debt                                              (30)                (28)
   Issuance of common stock                                                            -                   5
                                                                                -----------------------------------
            Net cash used for financing activities                                   (30)                (23)
                                                                                -----------------------------------
NET DECREASE IN CASH                                                               (1,007)              (397)
CASH AT BEGINNING OF YEAR (of which $600 is restricted)                             3,369              3,936
                                                                                -----------------------------------
CASH AT END OF YEAR (of which $600 is restricted)                                $  2,362            $ 3,539
                                                                                ===================================


                       Supplemental Cash Flow Information
                       ----------------------------------
                                                                                      2002             2001
                                                                                ----------------- ----------------
Interest paid                                                                         $  71            $  74
Taxes paid                                                                            $   1             $  -

</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
                       SIX MONTHS ENDED DECEMBER 31, 2002



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 six-month  period ended December 31, 2002 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
December  31,  2002.  The Company  accounts  for the  investment  using the cost
method.  It is expected  that the  remaining  $554,000 will be funded in several
installments throughout the fiscal year ending June 30, 2003.


Note 3 - Discontinued Operations


The  after  tax  gains of  $120,000  and  $43,000  on the  sale of  discontinued
operations  presented in the  accompanying  statements of earnings for the three
and six months ended  December 31, 2002 and 2001,  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. Revenue
pursuant to this sale is recorded at the time payments are received. Pursuant to
the severance  agreement with the former Chief Executive  Officer,  Gary L. Hess
(who is a current  board  member),  the Company  paid Mr. Hess a  commission  of
$44,329,  based  upon the cash  received  from the sale of  Perma-Pak  assets to
Commercial Sales and Leasing, Inc.


Remaining liabilities of discontinued  operations of $90,000 and $219,000, as of
December 31, 2002 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.  All remaining fixed assets of
discontinued operations are fully reserved.


                                       7
<PAGE>

Note 4 - Change in Accounting Policy


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  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.




                                       8
<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 six months ending
December  31, 2002 and 2001 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 December  31, 2002,  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 2001, the Company committed to a $3 million minority investment in
a telecommunications  company. As of December 31, 2002, the Company had invested
$2,446,000 of its $3.0 million commitment.




                                       9
<PAGE>




                             DISCONTINUED OPERATIONS

For the six months ended  December 31, 2002,  the Company  recorded an after-tax
gain from  discontinued  operations  of  $120,000.  The  after-tax  gain for the
six-months ended December 31, 2002 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  sublease 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.  This compares to an after-tax
gain of $43,000 for the six months ended December 31, 2001.


                        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 December 31, 2002 and 2001,  the Company had a total of 28 tenants.
The tenants have varying  original  lease terms ranging from  month-to-month  to
seven years with  options to extend the leases.  As of December  31,  2002,  the
tenants  occupied  approximately  223,000  square  feet under roof or 57% of the
leasable area under roof. This compares to 218,000 square feet under roof or 56%
as of December  31,  2001.  In addition to the area under roof,  the Company had
82,000 square feet of outside area under lease as of December 31, 2002 and 2001.


Rental  Revenue.  For the six months  ended  December  31, 2002  rental  revenue
increased  $24,000 or 3% as  compared to the  corresponding  period in the prior
year.  Although  the number of tenants as of December  31, 2002 and 2001 are the
same,  the increase in rental  revenue is  attributable  to increased  occupancy
throughout the first six months of the 2003 fiscal year as compared to the first
six months of the 2002 fiscal year.


For the three months ended December 31, 2002 rental revenue  decreased $4,000 or
1% from the three months ended December 31, 2001.  This decrease was a result of
the  loss of a tenant  that  occupied  the cold  storage  portion  of the  North
Property at a  substantially  higher gross rate per square foot.  This increased
rate per square foot was due to the  inclusion  of utility  costs as part of the
rental rate.  These utility  costs are reflected in Operating  Costs and are not
netted against the related rental revenue. The rate decline was partially offset
by the increased occupancy between the comparative periods.


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 six months ended December 31, 2002 operating costs decreased $184,000 or
15% compared to the six months ended December 31, 2001. The decrease from fiscal
2001  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  six  months  ended  December  31,  2001,  offset  by  the  accrual  of  the
non-reimbursable costs 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 six months ended December 31, 2002 and 2001. 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.

                                       10
<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 from 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 December 31, 2002 operating costs increased  $166,000
or 38%.  This  increase  is a result of the storm  damage  accrual of  $173,000.
Without this accrual the expenses would have decreased $7,000 or 2%.


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 six months ending  December 31, 2002,  the Company
generated  $29,000 of interest  income,  incurred  $70,000 of  interest  expense
(which  includes a positive swap  contract  adjustment of $2,000) and incurred a
loss on the  abandonment of fixed assets of $7,000.  This compares to $64,000 of
interest income and $130,000 of interest expense (which includes a negative swap
contract adjustment of $69,000) 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.  The decrease in interest expense of $60,000 is
a result of the large decrease in the swap contract valuation as of December 31,
2001.


Income Taxes.  The effective tax rate for the six months ended December 31, 2002
decreased  to 9% from 27% as of  December  31,  2001.  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 December 31, 2002,
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 $1.8  million at  December  31, 2002 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  $1,000,000  during the six
months  ended  December 31, 2002,  primarily  as a result of the  investment  of
$1,044,000 in MetroPCS, Inc. and capital expenditures of $49,000.


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, the Company  was  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, 2001,
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 December 31, 2002, the Company's debt service
coverage ratio was 1.34 to 1.


                                       11
<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 December 31, 2002, 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 funded in
several installments throughout the remainder of the 2003 fiscal year.


On July 17, 2001 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")  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, 2001.  Effective  September  2001, 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 December  31,  2002,  the
remaining  obligation  under  this  agreement  is  $150,000.  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  as such sales occur.  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 December 31, 2002
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.  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, 2001,  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 2001.


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.


                                       12
<PAGE>

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.


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.


At the Registrant's  Annual Meeting of Stockholders held on October 30, 2002 the
following  proposals  were  adopted by the margins  indicated:

                                                         Number of Shares
                                                          ----------------

                                                    Voted For        Withheld
                                                    ---------        --------

1.  To elect  four  Directors  to hold  office
    until the Annual Meeting of  Stockholders
    to be held in 2003 or until  their
    respective successors have been elected
    or appointed

           David J. Bugatto                          1,026,768          7,955
           Gary L. Hess                              1,020,143         14,580
           Roger S. Mertz                            1,032,868          1,855
           Fredric Selinger                          1,032,868          1,855



                                       13
<PAGE>



<TABLE>
<CAPTION>

                                                              Number of Shares
                                        ------------------------------------------------------------
                                               Voted For      Voted Against   Withheld     Not Voted
                                               ---------      -------------   --------     ---------

<C>                                             <C>             <C>            <C>           <C>
2.  To approve the SonomaWest Holdings,         726,110         73,402         19,676        215,535
    Inc. 2002 Stock Incentive  Plan


                                                              Number  of  Shares
                                       ------------------------------------------------------------
                                               Voted For      Voted Against   Withheld
                                               ---------      -------------   --------


3.   To ratify the appointment of the
     accounting firm of Grant Thornton LLP
     as  independent auditors for
     the fiscal year ending June 30, 2003      1,001,198          33,308         217

</TABLE>


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

          10.1 Indemnification   Agreement   dated   October  30,  2002  between
               SonomaWest Holdings, Inc. and Roger S. Mertz

          10.2 Indemnification   Agreement   dated   October  30,  2002  between
               SonomaWest Holdings, Inc. and David J. Bugatto

          10.3 Indemnification   Agreement   dated   October  30,  2002  between
               SonomaWest Holdings, Inc. and Gary L. Hess

          10.4 Indemnification   Agreement   dated   October  30,  2002  between
               SonomaWest Holdings, Inc. and Frederic Selinger

          10.5 Indemnification   Agreement   dated   October  30,  2002  between
               SonomaWest Holdings, Inc. and Matthew J. Ertman

          10.6 Indemnification   Agreement   dated  December  18,  2002  between
               SonomaWest Holdings, Inc. and Thomas R. Eakin

          10.7 Agreement for the sale of the  Perma-Pak  Inventory and Equipment
               dated  October 3, 2002  between  SonomaWest  Holdings,  Inc.  and
               Commercial Sales and Leasing, Inc.

                                       14
<PAGE>

          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


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



Date:    February 13, 2003


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



                                       15
<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: February 13, 2003


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


                                       16
<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: February 13, 2003


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




                                       17
<PAGE>



                                  EXHIBIT INDEX




    Exhibit No.      Document Description
    -----------      ----------------------

       10.1          Indemnification Agreement dated October 30, 2002 between
                     SonomaWest Holdings, Inc. and Roger S. Mertz

       10.2          Indemnification Agreement dated October 30, 2002 between
                     SonomaWest Holdings, Inc. and David J. Bugatto

       10.3          Indemnification Agreement dated October 30, 2002 between
                     SonomaWest Holdings, Inc. and Gary L. Hess

       10.4          Indemnification Agreement dated October 30, 2002 between
                     SonomaWest Holdings, Inc. and Frederic Selinger

       10.5          Indemnification Agreement dated October 30, 2002 between
                     SonomaWest Holdings, Inc. and Matthew J. Ertman

       10.6          Indemnification Agreement dated December 18, 2002 between
                     SonomaWest Holdings, Inc. and Thomas R. Eakin

       10.7          Agreement for the sale of the Perma-Pak Inventory and
                     Equipment dated October 3, 2002 between SonomaWest
                     Holdings, Inc. and Commercial Sales and Leasing, Inc.

       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



                                       18
<PAGE>