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

                                   FORM 10-QSB


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

For the Quarter ended March 31, 2002           Commission File Number: 000-31929
                            -------------------------


                              SONOMA VALLEY BANCORP
                 (Name of small business issuer in its charter)

           CALIFORNIA                                   68-0454068
         --------------                                --------------
         (State of incorporation)           (I.R.S. Employer Identification No.)

                              202 West Napa Street
                            Sonoma, California 95476
                                 (707) 935-3200
                               ------------------
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)
                            ------------------------



Securities to be registered under section 12(g) of the Exchange Act:

                                                      Name of each exchange
               Title of each class                     on which registered
               -------------------                     -------------------
           Common Stock, No Par Value            Over the Counter Bulletin Board


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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. [X] Yes
[] No


The number of shares of registrant's  common stock outstanding as of May 3, 2002
was 1,330,223.






<PAGE>



                                   FORM 10-QSB

                                TABLE OF CONTENTS


                                            Part I                          Page
                                                                            ----

Item 1.        Financial Statements

               Consolidated Balance Sheets                                    3
               Consolidated Statements of Operations                          4
               Consolidated Statements of Changes in Shareholders'
               Equity                                                         5
               Consolidated Statements of Cash Flows                          7
               Average Balances/Yields and Rates Paid                         8
               Notes to Consolidated Financial Statement                      9

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

               Forward Looking Statements                                     10
               Overview-Three Month Period                                    10
               Results of Operations                                          10
               Balance Sheet Analysis                                         12

                                            Part II
Item 1.        Legal Proceedings                                              18

Item 2.        Changes in Securities                                          18

Item 3.        Defaults Upon Senior Securities                                18

Item 4.        Submission of Matters to a Vote of Security Holders            18

Item 5.        Other Information                                              18

Item 6.        Exhibits and Reports on Form 8-K                               18


Signatures                                                                    19




The information  furnished in these interim statements  reflects all adjustments
and  accruals  which are, in the  opinion of  management,  necessary  for a fair
statement  of the results for such  periods.  The results of  operations  in the
interim  statements  are not  necessarily  indicative of the results that may be
expected for the full year.





<PAGE>



                                     Part I
                          Item 1. FINANCIAL STATEMENTS

                      SONOMA VALLEY BANCORP AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

             March 31, 2002 (Unaudited), December 31, 2001 (Audited)
                         and March 31, 2001 (Unaudited)

<TABLE>
<S>                                                                            <C>                 <C>              <C>
                                                                                  March 31,        December 31,        March 31,
                                                                                    2002              2001               2001
                                                                               ---------------    --------------    --------------
ASSETS
    Cash and due from banks                                                    $     7,815,648    $    7,150,662    $    5,664,778
    Federal funds sold                                                               7,185,000        13,250,000         3,520,000
                                                                               ---------------    --------------    --------------
                                         Total cash and cash equivalents            15,000,648        20,400,662         9,184,778
    Investment securities available-for-sale, at fair value                          8,818,120        10,936,270        18,717,290
    Investment securities held-to-maturity (fair value
        of $12,043,144, 12,142,652 and $12,450,000,
       respectively)                                                                11,697,786        11,795,980        12,049,814
    Loans and lease financing receivables, net                                     108,948,371       105,032,209        92,929,242
    Premises and equipment, net                                                        599,113           620,652           606,810
    Accrued interest receivable                                                        908,685           952,061         1,074,427
    Cash surrender value of life insurance                                           7,096,768         5,030,531         1,957,292
    Other assets                                                                     2,229,987         2,581,839         2,051,748
                                                                               ---------------    --------------    --------------

                                                            Total assets       $   155,299,478    $  157,350,204    $  138,571,401
                                                                               ===============    ==============    ==============
LIABILITIES
    Noninterest-bearing demand deposits                                        $    30,596,689    $   32,296,390    $   26,330,021
    Interest-bearing transaction deposits                                           23,346,522        23,865,954        21,461,548
    Savings and money market deposits                                               46,269,529        45,523,306        38,213,403
    Time deposits, $100,000 and over                                                17,800,230        17,809,990        15,775,937
    Other time deposits                                                             17,264,733        18,159,339        19,220,495
                                                                               ---------------    --------------    --------------
                                                          Total deposits           135,277,703       137,654,979       121,001,404
    Accrued interest payable
        and other liabilities                                                        2,805,173         3,024,163         2,685,584
                                                                               ---------------    --------------    ---------------
                                                       Total liabilities           138,082,876       140,679,142       123,686,988
    Commitments and contingencies ( see
       accompanying notes )

SHAREHOLDERS' EQUITY
    Common stock, no par value; 10,000,000 shares authorized; 1,330,223 shares
        at March 31, 2002 1,333,504 shares at December 31, 2001 and 1,278,998
        shares at March 31, 2001 issued and
        outstanding                                                                 11,003,572        11,025,885         9,536,907
    Retained earnings                                                                6,120,490         5,483,779         5,173,546
    Accumulated other comprehensive income                                              92,540           161,398           173,960
                                                                               ---------------    --------------    --------------
                                              Total shareholders' equity            17,216,602        16,671,062        14,884,413
                                                                               ---------------    --------------    --------------
                              Total liabilities and shareholders' equity       $   155,299,478    $  157,350,204    $  138,571,401
                                                                               ===============    ==============    ==============
</TABLE>

                                        3
<PAGE>

                      SONOMA VALLEY BANCORP AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

               For the three months ended March 31, 2002 and 2001
<TABLE>
<S>                                                                                  <C>              <C>

                                                                                        2002             2001
                                                                                     -----------      -----------
INTEREST INCOME
    Loans and leases                                                                 $ 2,276,200      $ 2,275,809
    Taxable securities                                                                   147,595          300,423
    Tax-exempt securities                                                                137,187          143,037
    Federal funds sold                                                                    36,751          102,032
    Dividends                                                                              4,024            4,193
                                                                                     -----------      -----------
                                                   Total interest income               2,601,757        2,825,494
INTEREST EXPENSE
    Interest-bearing transaction deposits                                                 22,772           45,482
    Savings and money market deposits                                                    176,457          315,815
    Time deposits, $100,000 and over                                                     154,613          230,619
    Other time deposits                                                                  139,953          256,610
    Other                                                                                      0            1,738
                                                                                     -----------      -----------
                                                  Total interest expense                 493,795          850,264
                                                                                     -----------      -----------
           NET INTEREST INCOME                                                         2,107,962        1,975,230
    Provision for loan and lease losses                                                   60,000           70,000
                                                                                     -----------      -----------
                                               NET INTEREST INCOME AFTER
                                                  PROVISION FOR LOAN AND
                                                            LEASE LOSSES               2,047,962        1,905,230
NON-INTEREST INCOME                                                                      397,796          306,149
NON-INTEREST EXPENSE
  Salaries and employee benefits                                                         851,432          721,964
  Premises and equipment                                                                 140,112          152,592
  Other                                                                                  387,757          411,752
                                                                                     -----------      -----------
                                              Total non-interest expense               1,379,301        1,286,308
                                                                                     -----------      -----------
                                                 Income before provision
                                                        for income taxes               1,066,457          925,071
  Provision for income taxes                                                             358,135          311,778
                                                                                     -----------      -----------

                                                              NET INCOME             $   708,322      $   613,293
                                                                                     ===========      ===========

                                                    NET INCOME PER SHARE                   $ .53            $ .46
                                                                                           =====            =====

                                                    NET INCOME PER SHARE
                                                       ASSUMING DILUTION                   $ .50            $ .43
                                                                                           =====            =====
</TABLE>







                                        4

<PAGE>



                      SONOMA VALLEY BANCORP AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

   For the three months ended March 31, 2002 (Unaudited), and the years ended
                 December 31, 2001 (Audited) and 2000 (Audited)


<TABLE>
<S>                              <C>            <C>             <C>              <C>                <C>             <C>
                                                                                                      Accumulated
                                                                                                        Other
                                 Comprehensive         Common Stock                 Retained         Comprehensive
                                     Income        Shares          Amount           Earnings             Income         Total
                                 -------------  -----------     --------------   --------------     --------------  -------------

BALANCE AT
   JANUARY 1, 2000                                1,230,161     $    8,534,744   $    3,671,578     $     (151,644) $   12,054,678

5% stock dividend                                    60,605          1,068,160       (1,068,160)
Fractional shares                                                                        (7,912)                            (7,912)
Redemption and retirement
  of stock                                          (14,168)           (91,667)        (160,665)                          (252,332)
Stock options exercised and
 related tax benefits                                 5,082             73,766                                              73,766
Net income for the year          $   2,206,710                                        2,206,710                          2,206,710
Other comprehensive loss,
  net of tax:
  Unrealized holding losses
    on securities available-
    for-sale arising during
    the year, net of taxes
    of $161,088                        230,336
                                 -------------
Other comprehensive income,
  net of taxes                         230,336                                                             230,336         230,336
                                 -------------  -----------     --------------   --------------     --------------  --------------

Total comprehensive income       $   2,437,046
                                 =============

BALANCE AT
  DECEMBER 31, 2000                               1,281,680      $   9,585,003   $    4,641,551     $      78,692    $  14,305,246

5% stock dividend                                    63,104          1,381,976       (1,381,976)
Fractional shares                                                                       (11,955)                           (11,955)
Redemption and retirement
  of stock                                          (27,717)          (207,323)        (364,085)                          (571,408)
Stock options exercised and
  related tax benefits                               16,437            266,229                                             266,229
Net income for the year          $   2,600,244                                        2,600,244                          2,600,244
Other comprehensive income,
  net of tax:
  Unrealized holding gains
    on securities available-
    for-sale arising during
    the year, net of taxes
    of $57,842                          82,706
                                 -------------
Other comprehensive income,
  net of taxes                          82,706                                                             82,706           82,706
                                 -------------  -----------       ------------   --------------     -------------    -------------

Total comprehensive income       $   2,682,950
                                 =============

</TABLE>



                                        5

<PAGE>



                      SONOMA VALLEY BANCORP AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)

   For the three months ended March 31, 2002 (Unaudited), and the years ended
                 December 31, 2001 (Audited) and 2000 (Audited)

<TABLE>
<S>                             <C>              <C>             <C>              <C>            <C>                <C>

                                                                                                 Accumulated
                                                                                                   Other
                                Comprehensive            Common Stock               Retained     Comprehensive
                                   Income           Shares           Amount         Earnings       Income               Total
                                --------------   -------------   ------------     -----------    -------------      -------------

BALANCE AT
  DECEMBER 31, 2001                                  1,333,504   $ 11,025,885     $ 5,483,779    $     161,398      $  16,671,062

Redemption and retirement
  of stock                                              (5,192)       (42,938)        (71,611)                           (114,549)
Stock options exercised and
  related tax benefits                                   1,911         20,625                                              20,625
Net income for the period       $      708,322                                        708,322                             708,322
Other comprehensive income,
  net of tax:
  Unrealized holding gains
    on securities available-
    for-sale arising during
    the year, net of taxes
    of $ (48,157)                      (68,858)
                                --------------
Other comprehensive income,
  net of taxes                         (68,858)                                                        (68,858)           (68,858)
                                --------------   -------------   ------------     -----------    -------------      -------------

Total comprehensive income      $      639,464
                                ==============


BALANCE AT
 MARCH 31, 2002                                      1,330,223   $ 11,003,572     $ 6,120,490    $      92,540       $ 17,216,602
                                                 =============   ============     ===========    =============       ============

</TABLE>

                                        6


<PAGE>



                      SONOMA VALLEY BANCORP AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

               For the three months ended March 31, 2002 and 2001

<TABLE>
<S>                                                                                               <C>                <C>

                                                                                                     2002                2001
                                                                                                  -----------        -----------
OPERATING ACTIVITIES
    Net income                                                                                    $   708,322        $   613,293
    Adjustments to reconcile net income
        to net cash provided by operating activities:
            Provision for loan and lease losses                                                        60,000             70,000
            Depreciation                                                                               36,744             34,874
            Amortization and other                                                                     13,329             19,589
            Net change in interest receivable                                                          43,376             77,497
            Net change in cash surrender value
               of life insurance                                                                      (66,237)           (39,988)
            Net change in other assets                                                                400,009            373,978
            Net change in interest payable and other liabilities                                     (218,990)          (269,074)
                                                                                                  -----------        -----------
                                               NET CASH PROVIDED BY OPERATING ACTIVITIES              976,553            880,169
INVESTING ACTIVITIES
    Purchases of securities available-for-sale                                                         (4,000)            (4,100)
    Proceeds from maturing securities held-to-maturity                                                 90,000            120,000
    Proceeds from maturing securities available-for-sale                                            2,000,000          2,800,000
    Net increase in loans and leases                                                               (3,976,162)        (2,535,237)
    Purchases of life insurance                                                                    (2,000,000)                 0
    Purchases of premises and equipment                                                               (15,205)           (34,386)
                                                                                                  -----------        -----------
                                                  NET CASH USED FOR INVESTING ACTIVITIES           (3,905,367)           346,277

FINANCING ACTIVITIES
    Net change in demand, interest-bearing
        transaction and savings deposits                                                          $(1,472,910)       $(1,988,355)
    Net change in time deposits                                                                      (904,366)          (106,313)
    Stock repurchases                                                                                (114,549)          (129,394)
    Stock options exercised                                                                            20,625                  0
                                                                                                  -----------        -----------
                                               NET CASH PROVIDED BY FINANCING ACTIVITIES           (2,471,200)        (2,224,062)
                                                                                                  -----------        -----------
                                                 NET CHANGE IN CASH AND CASH EQUIVALENTS           (5,400,014)          (997,616)
    Cash and cash equivalents at beginning of period                                               20,400,662         10,182,394
                                                                                                  ------------       -----------
                                              CASH AND CASH EQUIVALENTS AT END OF PERIOD          $ 15,000,648       $ 9,184,778
                                                                                                  ============       ===========

SUPPLEMENTAL DISCLOSURES OF
    CASH FLOW INFORMATION:

Cash paid during the year for:
     Interest expense                                                                            $     504,461       $ 1,042,004

SUPPLEMENTAL DISCLOSURES OF
     NONCASH ACTIVITIES:
Net change in unrealized gains and losses on securities                                          $    (117,015)      $   161,895
Net change in deferred income taxes on unrealized
     gains and losses on securities                                                              $      48,157       $   (66,627)

</TABLE>


                                        7


<PAGE>



                              SONOMA VALLEY BANCORP
                     AVERAGE BALANCES/YIELDS AND RATES PAID
               For the three months ended March 31, 2002 and 2001
                             (dollars in thousands)
<TABLE>
<S>                                        <C>           <C>           <C>          <C>           <C>           <C>

                                                          2002                                     2001
                                                          ----                                     ----

ASSETS                                     Average       Income/       Yield/       Average       Income/       Yield/
                                           Balance       Expense        Rate        Balance       Expense        Rate
                                           -------       -------       ------       -------       -------       -----
Interest-earning assets:
Loans(2):
  Commercial                               $  69,941     $   1,393        8.08%   $  54,897       $   1,331      9.83%
  Consumer                                    13,674           281        8.33%      14,498             357      9.99%
  Real estate construction                    16,213           407       10.18%      12,513             324     10.50%
  Real estate mortgage                         6,650           139        8.48%       9,171             214      9.46%
  Tax exempt loans (1)                         3,403            71        8.46%       2,258              47      8.44%
  Leases                                         207             7       13.71%         596              16     10.89%
  Tax exempt leases (1)                          120             4       13.52%         178               4      9.11%
  Unearned loan fees                            (457)                                  (314)
                                           ---------     ---------                ---------       ---------
         Total loans                         109,751         2,302        8.51%      93,797           2,293      9.91%
Investment securities
  Available for sale:
         Taxable                               9,886           151        6.19%      19,923             305      6.21%
  Hold to maturity:
         Taxable                                 202             3        6.02%         204               3      5.96%
         Tax exempt (1)                       11,502           203        7.16%      11,933             212      7.21%
                                           ---------     ---------                ---------       ---------
         Total investment securities          21,590           357        6.71%      32,060             520      6.58%
Federal funds sold                             9,138            37        1.64%       7,538             102      5.49%
Total due from banks/Interest bearing            202             1        2.01%          18               0      0.00%
                                           ---------     ---------                ---------       ---------
  Total interest earning assets              140,681     $   2,697        7.77%     133,413       $   2,915      8.86%
                                                         =========                                =========
Noninterest-bearing assets:
  Reserve for loan losses                     (2,438)                                (2,159)
  Cash and due from banks                      7,329                                  6,432
  Premises and equipment                         617                                    613
  Other assets                                 9,139                                  5,320
                                           ---------                              ---------
           Total assets                     $155,328                               $143,619
                                           =========                              =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest bearing liabilities:
  Interest bearing deposits
         Interest bearing transaction      $  22,190     $      23        0.42%   $  20,878       $       45     0.87%
         Savings deposits                     47,950           176        1.49%      42,294              316     3.03%
         Time deposits over $100,000          17,731           155        3.55%      16,201              231     5.78%
         Other time deposits                  17,676           140        3.21%      19,035              257     5.48%
                                           ---------     ---------                ---------       ----------
           Total interest bearing
                    deposits                 105,547           494        1.90%      98,408              849     3.50%
  Other short term borrowings                      0             0        0.00%         139                2     5.84%
                                           ---------     ---------                ---------       ----------
           Total interest bearing
                     liabilities             105,547     $     494        1.90%      98,547       $      851     3.50%
                                                         =========                                ==========
Non interest bearing liabilities:
  Non interest bearing demand deposits        29,880                                 27,792
  Other liabilities                            2,847                                  2,862
  Shareholders' equity                        17,054                                 14,418
                                           ---------                              ---------
         Total liabilities and
                   shareholders' equity     $155,328                               $143,619
                                           =========                              =========
Interest rate spread                                                      5.87%                                  5.36%
                                                                          ====                                   ====
Interest income                                          $   2,697        7.77%                   $    2,915     8.86%
Interest expense                                               494        1.42%                          851     2.59%
                                                         ---------       -----                    ----------    -----
Net interest income/margin                               $   2,203        6.35%                   $    2,064     6.27%
                                                         =========                                ==========
</TABLE>


(1)      Fully tax equivalent adjustments are based on a federal income tax rate
         of 34% in 2002 and 2001.
(2)      Non accrual loans have been included in loans for the purposes of the
         above presentation.  Loan fees of approximately $98,021 and $72,543 for
         the three months ended March 31, 2002 and 2001, respectively, were
         amortized to the appropriate interest income categories.

                                        8
<PAGE>



                      SONOMA VALLEY BANCORP AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)

Note 1 - Basis of Presentation

In the opinion of  Management,  the  unaudited  interim  consolidated  financial
statements  contain all  adjustments  of a normal  recurring  nature,  which are
necessary to present fairly the financial condition of Sonoma Valley Bancorp and
Subsidiary  (the  "Company") at March 31, 2002 and results of operations for the
three months then ended.

Certain information and footnote  disclosures  presented in the Company's annual
financial  statements  are not included in these interim  financial  statements.
Accordingly,   the  accompanying   unaudited  interim   consolidated   financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's 2001 Annual Report on Form 10-KSB. The results
of  operations  for the three  months  ended March 31, 2002 are not  necessarily
indicative of the operating results through December 31, 2002.

Note 2 - Consolidation

The  consolidated  financial  statements  include the accounts of Sonoma  Valley
Bancorp  and its wholly  owned  subsidiary  Sonoma  Valley  Bank.  All  material
intercompany accounts and transactions have been eliminated in consolidation.

Note 3 - Commitments

The Company has no outstanding  performance  letters of credit at March 31, 2002
and March 31, 2001.

Note 4 - Net Income Per Common Share

Net income per share is calculated by using the weighted  average  common shares
outstanding.  The weighted average number of common shares used in computing the
net income per common share for the period  ending March 31, 2002 was  1,332,587
and for the period ending March 31, 2001 was 1,343,691.

Net income per share  (diluted)  is  calculated  by using the  weighted  average
common  shares  (diluted)  outstanding.  The weighted  average  number of common
shares (diluted) used in computing the net income per common share (diluted) for
the period  ending March 31, 2002 was  1,429,561 and for the period ending March
31, 2001 was 1,416,678.



                                        9


<PAGE>



Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

      For the Three Month Periods
      Ended March 31, 2002 and 2001

Forward Looking Statements

With the exception of historical facts stated herein,  the matters  discussed in
this Form  10-QSB  are  "forward  looking"  statements  that  involve  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to  statements  regarding  anticipated  levels  of  future
revenues and earnings from the operation of Sonoma Valley Bancorp's wholly owned
subsidiary,  Sonoma  Valley  Bank,  projected  costs  and  expenses  related  to
operations of the bank's liquidity,  capital resources,  and the availability of
future equity capital on commercially reasonable terms. Factors that could cause
actual results to differ  materially  include,  in addition to the other factors
identified in this Form 10-QSB,  the following;  (i) increased  competition from
other  banks,  savings  and loan  associations,  thrift  and loan  associations,
finance  companies,  credit  unions,  offerors of money market funds,  and other
financial  institutions;  (ii) the risks and  uncertainties  relating to general
economic  and  political  conditions,  both  domestically  and  internationally,
including,  but not limited to, inflation,  or natural  disasters  affecting the
primary  service area of the Bank or its major  industries;  or (iii) changes in
the laws and regulations  governing the Bank's activities at either the state or
federal  level.  Readers  of this Form  10-QSB  are  cautioned  not to put undue
reliance on "forward looking"  statements which, by their nature,  are uncertain
as reliable  indicators of future  performance.  Sonoma Valley Bancorp disclaims
any obligation to publicly update these "forward looking" statements, whether as
a result of new information, future events, or otherwise.

Overview

Sonoma Valley Bancorp reported net income of $708,322 for the first three months
of 2002  compared  with  $613,293 for the first three  months of 2001.  On a per
share basis,  net income  equaled $.53  compared  with $.46 per share during the
same period in 2001.

Return on  average  total  assets  on an  annualized  basis for the  three-month
periods was 1.85% and 1.73% respectively. Return on average shareholders' equity
on an annualized basis for the same periods was 16.84% and 17.24%, respectively.

RESULTS OF OPERATIONS

Net interest Income

Net interest  income is the difference  between total interest  income and total
interest expense.  Net interest income,  adjusted to a fully taxable  equivalent
basis, as shown on the table- Average Balance, Yields and Rates Paid, on page 8,
is higher than net interest income on the statement of

                                       10


<PAGE>



income  because it reflects  adjustments  applicable to  tax-exempt  income from
certain  securities and loans  ($95,000 in 2002 and $89,000 in 2001,  based on a
34% federal income tax rate).

The  improvement in net interest  income  (stated on a fully taxable  equivalent
basis) is a result of a smaller  decline of $218,000 in interest income compared
to the $357,000 decline in interest expense.

Net interest income (stated on a fully taxable  equivalent basis) expressed as a
percentage of average earning assets, is referred to as net interest margin. The
Company's  net  interest  margin for 2002  increased to 6.35% from 6.27% for the
same period in 2001.

Interest Income

As previously  stated,  interest  income  (stated on a fully taxable  equivalent
basis) declined by $218,000 to $2.7 million in the three months of 2002, a 7.48%
decline over the $2.9 million realized during the same period in 2001.

The  $218,000  decrease  was a result of a 325 basis point  decline in the prime
lending  rate since  March 31,  2001.  In spite of a 5.44%  increase  in average
earning  assets to $140.7  million in the three month period of 2002 from $133.4
million for the same period of 2001.

Interest Expense

Total interest expense  declined by $357,000 to $494,000.  The average rate paid
on all  interest-  bearing  liabilities  declined from 3.50% in 2001 to 1.90% in
2002.  Average balances  increased from $98.5 million to $105.5 million, a 7.10%
gain in deposits. The increase in volume of average balances was responsible for
a $47,000  increase in interest  expense  together  with a $404,000  decrease in
expense related to lower interest rates  resulting in lower interest  expense of
$357,000.

Individual  components of interest  income and interest  expense are provided in
the table-Average Balances, Yields and Rates Paid on page 8.

Provision for Loan Losses

The  provision  for loan losses  charged to operations is based on the Company's
monthly  evaluation of the loan  portfolio and the adequacy of the allowance for
loan  losses in  relation  to total  loans  outstanding.  The  provision  to the
allowance  for loan losses  amounted to $60,000  during the three months of 2002
and $70,000 in the same period in 2001.  The  provision is based on  managements
evaluation and assessment of the loan portfolio.

Loans  charged-off  were $14,683 and recoveries were $2,460 for the three months
of 2002 compared with $687 in charge-offs  and $9,009 in recoveries for the same
period in 2001.


                                       11



<PAGE>



Non-interest Income

Non-interest  income of $398,000  increased 30.1% over the $306,000  recorded in
the  comparable  period  in 2001.  Services  Charges  were up due to  growth  in
customer  activity and an increase in life insurance  proceeds due to additional
policies.

Non-interest Expense

Total  non-interest  expense  increased  7.2% to $1.38 million  during the three
months of 2002 from  $1.29  million  for the same  period in 2001.  Non-interest
expense on an annualized basis represented 3.60% of average total assets in 2002
compared with 3.63% in the  comparable  period in 2001. The decrease in the 2002
expense ratio reflects normal operating  expense as a result of the 8.15% growth
in average assets of $155.3 million from $143.6 million in 2001 and reflects the
normal increase in the cost of doing business.

Salaries  and  benefits  increased  17.87% from  $722,000 in 2001 to $851,000 in
2002. The 2002 increase  reflects  higher  salaries due to market  pressures and
merit increases. Additionally, the 2002 numbers reflect significant increases in
Workers Compensation  Insurance and employee health benefits.  At March 31, 2002
and 2001, the total full time equivalent  employees were 37, although the number
of employees has increased from 44 in 2001 to 51 in 2002.

Expense  related to premises and  equipment  declined  7.89% to $140,000 in 2002
from  $152,000 in 2001.  The Company  anticipates  increased  expense in 2002 as
greater  investment in technology is planned to better utilize  employees'  time
and offer a higher level of customer service.

Other operating  expenses declined by 5.83% to $388,000 in 2002 from $412,000 in
2001. The largest category of other non-interest expense,  professional fees, is
primarily  comprised of data  processing,  item processing and ATM services,  as
well as accounting, legal and other professional fees.

Provision for Income Taxes

The provision  for income taxes  declined to an effective tax rate of 33.58% for
the three  months of 2002  compared  with  33.70% for the three  months of 2001.
Income  taxes  reported  in the  financial  statements  include  deferred  taxes
resulting  from  timing  differences  in the  recognition  of items  for tax and
financial reporting purposes.

BALANCE SHEET ANALYSIS

Investments

Investment securities were $20.5 million at March 31, 2002, an 9.7% decline from
the $22.7 million at December 31, 2001 and a 33.3% decline from $30.8 million at
March 31, 2001.  The Company  maintains an  investment  portfolio of  securities
rated A or higher by Standard and

                                       12


<PAGE>



Poor's and or Moody's Investors Service. Local tax-exempt bonds are occasionally
purchased without an A rating.

Securities  are  classified  as held to  maturity,  if the  Company has both the
intent and the ability to hold these  securities  to  maturity.  As of March 31,
2002, the Company had  securities  totaling $11.7 million with a market value of
$12.0 million  categorized as hold to maturity.  Decisions to acquire  municipal
securities,  which  are  generally  placed  in this  category,  are based on tax
planning needs and pledge requirements.

Securities are  classified as available for sale if the Company  intends to hold
these debt  securities for an indefinite  period of time, but not necessarily to
maturity.  Investment securities which are categorized as available for sale are
acquired as part of the overall  asset and  liability  management  function  and
serve as a primary  source of  liquidity.  Decisions  to  acquire  or dispose of
different  investments  are  based on an  assessment  of  various  economic  and
financial factors,  including, but not limited to, interest rate risk, liquidity
and capital  adequacy.  Securities  held in the  available for sale category are
recorded at market value, which is $8.8 million compared to an amortized cost of
$8.7 million as of March 31, 2002.

Although the quoted market values fluctuate, investment securities are generally
held to  maturity,  and  accordingly,  gains and  losses are  recognized  in the
accounts upon sale, or at such time as  management  determines  that a permanent
decline in value exists.

Loans

The Company's  loan  portfolio was $111.4 million at March 31, 2002, or 82.4% of
total deposits.  This compares with $107.4 million,  or 78.1% of total deposits,
at December 31, 2001 and $95.1 million, or 78.6% of total deposits, at March 31,
2001. A comparative  schedule of average loan balances is presented in the table
on page 8; period end and  year-end  balances  are  presented  in the  following
table.

<TABLE>
<S>                     <C>            <C>           <C>             <C>             <C>            <C>


                         March 31,     Percentage     December 31,   Percentage      March 31,      Percentage
                           2002         of Total        2001          of Total         2001          of Total
                           ----         --------        ----          --------         ----          --------

Commercial              $ 73,836,037        66.0%     $ 72,239,607        66.9%      $57,980,525         60.8%
Consumer                  13,342,991        11.9%       14,246,442        13.2%       14,758,080         15.5%
Real estate construction  18,304,725        16.4%        7,237,000        12.9%       12,900,733         13.5%
Real estate mortgage       6,040,680         5.4%       13,864,265         6.7%        9,016,021          9.4%
Leases                       314,299         0.3%          340,714         0.3%          766,975          0.8%
                                           100.0%                        100.0%                         100.0%
                                           ======                        =====                          =====
Deferred loan fees
 and costs, net             (427,029)                     (480,264)                     (294,253)
Allowance for loan
 and lease losses         (2,463,332)                   (2,415,555)                   (2,198,839)
                        ------------                  ------------                   -----------

                        $108,948,371                  $105,032,209                   $92,929,242
                        ============                  ============                   ===========

</TABLE>


                                       13


<PAGE>



Risk Elements

The majority of the Company's  loan activity is with  customers  located  within
Sonoma county.  Approximately 82% of the total loan portfolio is secured by real
estate located in the Company's service area.

Significant  concentrations  of  credit  risk  may  exist  if a  number  of loan
customers  are  engaged  in  similar   activities  and  have  similar   economic
characteristics.  The  Company  believes  it has  policies  in place to identify
problem loans and to monitor concentrations of credits.

Non Performing Assets

There were $431,000  nonaccrual  loans and no loans 90 days or more past due and
still accruing at March 31, 2002.  There were $288,000  nonaccrual  loans and no
loans 90 days or more past due and still accruing at March 31, 2001.

Allowance for Loan Losses

The allowance for loan losses is  maintained at a level  considered  adequate to
provide  for  losses  that  can be  reasonably  anticipated.  The  allowance  is
increased by provisions charged to operating expense and reduced by charge-offs,
net of recoveries.  The allowance is based on estimates, and ultimate losses may
vary from the current  estimates.  These estimates are reviewed  monthly and, as
adjustments  become  necessary,  they are reported in earnings in the periods in
which they become known.

The  review   process  is  intended  to  identify  loan  customers  who  may  be
experiencing financial difficulties. In these circumstances,  a specific reserve
allocation  or  charge-off  may be  recommended.  Other  factors  considered  by
management in evaluating  the adequacy of the  allowance  include:  loan volume,
historical net loan loss experience,  the condition of industries and geographic
areas  experiencing  or  expected to  experience  economic  adversities,  credit
evaluations and current  economic  conditions.  The allowance for loan losses is
not a precise amount,  but based on the factors above,  represents  management's
best  estimate of losses that may be  ultimately  realized from the current loan
portfolio.

Worsening  conditions in certain  economic  sectors and  geographic  areas could
adversely affect the loan portfolio,  necessitating  larger  provisions for loan
losses  than  currently  estimated.  However,  as of March 31,  2002 the Company
believes its overall allowance for loan losses is adequate based on its analysis
of conditions at that time.

At March 31, 2002,  the allowance for loan losses was $2.5 million,  or 2.21% of
period-end loans,  compared with $2.4 million, or 2.25% at December 31, 2001 and
$2.2 million, or 2.31% at March 31, 2001.



                                       14


<PAGE>



An analysis of the changes in the allowance for loan losses, including
charge-offs and recoveries by loan categories, is presented below.

<TABLE>
<S>                                    <C>                      <C>                    <C>

                                            For the Three      For the Year      For the Three
                                             Months Ended         Ended           Months Ended
                                               3/31/02           12/31/01           3/31/01
Balance beginning of year                   $   2,415,555      $   2,120,517     $   2,120,517

Charge-offs:
  Commercial                                      (10,740)           (44,345)                0
  Consumer                                         (3,943)           (31,680)             (687)
                                                  -------           --------             -----
                      Total charge-offs           (14,683)           (76,025)             (687)
Recoveries:

  Commercial                                          930             10,363             2,883
  Consumer                                          1,530             18,700             6,126
                                                    -----             ------             -----
                       Total recoveries             2,460             29,063             9,009

Net charge-offs                                   (12,223)           (46,962)            8,322
Provision charged to operations                    60,000            342,000            70,000
                                                   ------            -------            ------
Balance end of period                       $   2,463,332      $   2,415,555    $    2,198,839
                                                =========          =========         =========
Ratio of net charge-offs
 annualized to average loans                         0.05%              0.05%            -0.04%
Balance in allowance as a percentage                 2.21%              2.61%             2.31%
  of loans outstanding at period end
</TABLE>


Deposits

A comparative schedule of average deposit balances is presented in the table on
page 8; period end and year-end deposit balances are presented in the following
table.
<TABLE>
<S>                          <C>           <C>           <C>                <C>             <C>             <C>


                             March 31,     Percentage    December 31,       Percentage      March 31,       Percentage
                               2002          of Total           2001         of Total         2001           of Total
                               ----          --------           ----         --------         ----           --------

Interest bearing
 transaction deposits          $23,346,522        17.3%       $23,865,954         17.3%       $21,461,548         17.7%
Savings deposits                46,269,529        34.1%        45,523,306         33.1%        38,213,403         31.6%
Time deposits,
$100,000 and over               17,800,230        13.2%        17,809,990         12.9%        15,775,937         13.0%
Other time deposits             17,264,733        12.8%        18,159,339         13.2%        19,220,495         15.9%
                            --------------                ---------------                 ---------------
Total interest bearing
  deposits                     104,681,014        77.4%       105,358,589         76.5%        94,671,383         78.2%
Demand deposits                 30,596,689        22.6%        32,296,390         23.5%        26,330,021         21.8%
                            --------------                ---------------                 ---------------
Total deposits                $135,277,703       100.0%      $137,654,979        100.0%      $121,001,404        100.0%
                            ==============                ===============                 ===============

</TABLE>


                                       15

<PAGE>



Total  deposits  declined by $2.4  million,  during the three months of 2002, to
$135.3  million from $137.7 million at December 31, 2001.  Non-interest  bearing
demand deposits declined $1.7 million. Savings deposits showed the only increase
of $746,000 over year end  balances.  Time deposits over $100,000 and other time
deposits declined by $9,760 and $894,606 respectively.

Risk-Based Capital

The Federal Deposit Insurance  Corporation (FDIC) has adopted risk-based capital
guidelines  which establish a risk-adjusted  ratio relating capital to different
categories of assets and off- balance sheet exposures. Under current guidelines,
as of March 31, 2002,  the Company was required to have minimum Tier I and total
risk-based  capital  ratios of 4% and 8%  respectively.  To be well  capitalized
under Prompt  Corrective  Action  Provisions  requires  minimum Tier I and total
risk-based capital ratios should be 6% and 10% respectively.

The FDIC has also adopted  minimum  leverage ratio  guidelines for compliance by
banking organizations.  The guidelines require a minimum leverage ratio of 4% of
Tier 1 capital to total average assets. Banks experiencing high growth rates are
expected to  maintain  capital  positions  well above the  minimum  levels.  The
leverage ratio in conjunction  with the risk-based  capital ratio constitute the
basis for determining the capital adequacy of banking organizations.

The table below presents Tier 1 capital,  total capital and total  risk-weighted
assets at March 31, 2002,  along with the related  risk-based  capital ratio and
leverage ratio.

(dollars in thousands)



            Total
         Risked-based       TIER 1                 TOTAL                Leverage
            Assets          Capital     Ratio      Capital      Ratio    Ratio
            ------          -------     -----      -------      -----    -----

           $138,261          $17,123    12.38%     $18,860      13.64%   11.04%



Asset/Liability Management

     The principal  objectives of  asset/liability  management are to manage the
sensitivity  of net  interest  rate  spreads to changes in  interest  rates.  In
addition, management attempts to balance risk with profitability.  Interest rate
sensitivity  measures the  differences in the timing at which certain assets and
liabilities are repriced.

     The  following  table  sets forth the dollar  amounts  of  maturing  and/or
repricing assets and liabilities for various periods. Prepayments and runoff can
impact the scheduled  repricing.  However,  because they have  historically been
immaterial, estimates for them are not included.

     The Company has more  liabilities  than  assets  repricing  during the next
year. However, because the Company's asset rates change more than deposit rates,
the  Company's  interest  income  will change more than cost of funds when rates
change. Its net interest margin should


                                       16

<PAGE>



therefore  increase  somewhat when rates increase and shrink somewhat when rates
fall. The current estimate is a $182,000 change for a 1% change in the Fed Funds
rate.

     The Company  controls its long term interest rate risk by keeping long term
fixed  rate  assets  (longer  than 5 years)  less than its long term  fixed rate
funding, primarily demand deposit accounts and capital. The following table sets
forth cumulative  maturity  distributions as of March 31, 2002 for the Company's
interest-bearing  assets and  interest-bearing  liabilities,  and the  Company's
interest rate sensitivity gap as a percentage of total interest-earning assets.

<TABLE>
<S>                                        <C>         <C>           <C>        <C>        <C>        <C>           <C>


MARCH 31, 2002                              3 months    12 months    3 years    5 years    15 years    >15 years    Totals
                                            --------    ---------    -------    -------    --------    ---------    ------
(in thousands)

ASSETS:
  Fixed rate investments                   $   4,600   $   2,832   $   7,734    $   416    $   3,473   $   1,190    $   20,245
  Variable rate investments                        0           0           0          0            0         271           271
  Fixed rate loans                             7,551       9,601      10,343      7,733       37,236       2,835        75,299
  Variable rate loans                         33,815         202       1,220        876            0           0        36,113
  Interest-bearing balances due from banks         8                                                                         8

  Fed funds sold                               7,185                                                                     7,185
                                           ---------   ---------   ---------    --------   ---------   ---------    ----------
     Interest bearing assets                  53,159      12,635      19,297       9,025      40,709       4,296       139,121
                                           ---------   ---------   ---------    --------   ---------   ---------    ----------

LIABILITIES:
  Interest bearing transaction deposits       23,347                                                                    23,347
  Savings deposits                            46,269                                                                    46,269
  Time Deposits                                                                                                              0
     Fixed rate >100m                          8,876       7,509         907         508                                17,800
     Fixed rate <100m                          7,294       7,386       2,119         415                                17,214
     Floating rate >100m                                                                                                     0
     Floating rate <100m                          51                                                                        51
  Borrowings                                       0                                                                         0
                                           ---------   ---------   ---------    --------   ---------   ---------    ----------


    Interest Bearing Liabilities           $  85,837   $  14,895   $   3,026    $    923   $       0   $       0    $  104,681
                                           ---------   ---------   ---------    --------   ---------   ---------    -----------


Rate Sensitivity Gap                         (32,678)     (2,260)    16,271        8,102      40,709       4,296
                                           ---------   ---------   --------     --------   ---------   ---------
Cumulative Rate Sensitivity Gap              (32,678)   (34,938)   (18,667)      (10,565)     30,144      34,440
                                           ---------   --------    -------      --------   ---------   ---------

Cumulative Position to Total Assets           -21.04%    -22.50%    -12.02%        -6.80%      19.41%      22.18%
                                           ---------   --------    -------      --------   ---------   ---------
</TABLE>

                                       17



<PAGE>



                                                    Part II

Item 1.           LEGAL PROCEEDINGS

From time to time the Company may be a party to legal proceedings arising in the
ordinary course of business. The Company is not currently a party to, nor is any
of its properties the subject of , any material pending legal proceedings.

Item 2.           CHANGES IN SECURITIES

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

                  None

         (b)      Reports on Form 8-K

                  None


                                       18
<PAGE>


                                   SIGNATURES

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


                              SONOMA VALLEY BANCORP



Date:   May 13, 2002                       /s/ Mel Switzer, Jr.
     ----------------------                -------------------------------------
                                           Mel Switzer, Jr.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date:  May 13, 2002                        /s/ Mary Quade Dieter
     ---------------------                 -------------------------------------
                                           Mary Quade Dieter
                                           Executive Vice President and
                                           Chief Operating Officer
                                           (Principal Accounting Officer)



                                       19