U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


      [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                 For the quarterly period ended: March 31, 2003


                        Commission File Number: 000-31929


                              SONOMA VALLEY BANCORP
             (Exact name of Registrant as specified in its charter)


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

202 West Napa Street Sonoma, California                                95476
(Address of principal executive offices)                           (Zip Code)

                                  (707)935-3200
              (Registrant's telephone number, including area code)



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 o No |_|

Indicate by a check mark  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No o

The number of shares outstanding of the registrant's Common Stock, no par value,
as of May 1, 2003 was 1,392,138.







                                     page 1



<PAGE>



INDEX

Part 1 Financial Information                                         Page Number
                                                                     -----------

Item 1.  Financial Statements (Unaudited):

       Consolidated Balance Sheets at March 31, 2003,
       December 31, 2002 and March 31, 2002....................................3

       Consolidated Statements of Operations for the
       three months ended March 31, 2003 and 2002..............................4

       Consolidated Statements of Changes in Shareholders Equity
       for the three months ended March 31, 2003,
       and the years ended December 31, 2002 and 2001..........................5

       Consolidated Statements of Cash Flows for the
       three months ended March 31, 2003 and 2002..............................7

       Notes to Consolidated Financial Statements..............................8

       Average Balances, Yields and Rates Paid
       for the three months ended March 31, 2003 and 2002.....................10

Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operation.....................11

Item 3.  Quantitative and Qualitative Disclosure About Market Risk............21

Item 4.  Controls and Procedures..............................................21


Part II  Other Information

Item 1.  Legal Proceedings....................................................22

Item 2.  Changes in Securities and Use of Proceeds............................22

Item 3.  Default Upon Senior Securities.......................................22

Item 4.  Submission of Matters to a Vote of Security Holders..................22

Item 5.  Other Information....................................................22

Item 6.  Exhibits and Reports on Form 8-K.....................................22

Signatures....................................................................23

Certifications................................................................24

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 2



<PAGE>



                                     Part I
Item 1.                       FINANCIAL STATEMENTS
                      SONOMA VALLEY BANCORP AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

             March 31, 2003 (Unaudited), December 31, 2002 (Audited)
                          and March 31, 2002(Unaudited)
<TABLE>
<S>                                                                          <C>              <C>              <C>

                                                                               March 31,       December 31,      March 31,
                                                                                 2003             2002             2002
                                                                             ------------     ------------     ------------
ASSETS
    Cash and due from banks                                                  $  9,000,734     $  8,422,599     $  7,815,648
    Federal funds sold                                                         37,160,000       23,095,000        7,185,000
                                                                             ------------     ------------     ------------
                                         Total cash and cash equivalents       46,160,734       31,517,599       15,000,648
    Investment securities available-for-sale, at fair value                     4,058,495        3,823,259        8,546,820
    Investment securities held-to-maturity (fair value
       of $10,695,000, 10,440,000 and $12,043,000,
       respectively)                                                           10,223,240        9,923,737       11,697,786
    Loans and lease financing receivables, net                                122,183,245      125,269,181      108,948,371
    Premises and equipment, net                                                   904,503          875,697          599,113
    Accrued interest receivable                                                   894,671          799,282          908,685
    Cash surrender value of life insurance                                      7,473,434        7,387,712        7,096,768
    Other assets                                                                2,655,610        3,006,260        2,501,287
                                                                             ------------     ------------     ------------

                                                            Total assets     $194,553,932     $182,602,727     $155,299,478
                                                                             ============     ============     ============
LIABILITIES
    Noninterest-bearing demand deposits                                      $ 40,078,981     $ 38,760,806     $ 30,596,689
    Interest-bearing transaction deposits                                      29,887,026       24,627,589       23,346,522
    Savings and money market deposits                                          57,029,834       51,802,714       46,269,529
    Time deposits, $100,000 and over                                           24,745,449       25,018,603       17,800,230
    Other time deposits                                                        20,144,430       19,778,540       17,264,733
                                                                             ------------     ------------     ------------
                                                          Total deposits      171,885,720      159,988,252      135,277,703
    Accrued interest payable
       and other liabilities                                                   3,055,775        3,374,165        2,805,173
                                                                             ------------     ------------     ------------
                                                       Total liabilities      174,941,495      163,362,417      138,082,876
    Commitments and contingencies ( see
       accompanying notes )

SHAREHOLDERS' EQUITY
       Common stock, no par  value; 10,000,000 shares
       authorized; 1,392,138 shares at March 31, 2003
       1,401,146  shares  at   December  31, 2002 and
       1,395,965 shares at  March 31, 2002 issued and
       outstanding                                                             12,895,500       12,936,225       11,003,572
    Retained earnings                                                           6,635,241        6,215,790        6,120,490
    Accumulated other comprehensive income                                         81,696           88,295           92,540
                                                                             ------------     -----------      ------------
                                              Total shareholders' equity       19,612,437       19,240,310       17,216,602
                                                                             ------------     ------------     ------------
                              Total liabilities and shareholders' equity     $194,553,932     $182,602,727     $155,299,478
                                                                             ============     ============     ============
</TABLE>

                                     Page 3
<PAGE>


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

               For the three months ended March 31, 2003 and 2002
<TABLE>
<S>                                                                            <C>             <C>


                                                                                    2003           2002
                                                                               -----------     -----------
INTEREST INCOME
    Loans and leases                                                           $ 2,442,703     $ 2,276,200
    Taxable securities                                                              53,436         147,595
    Tax-exempt securities                                                          108,601         137,187
    Federal funds sold                                                              76,160          36,751
    Dividends                                                                            0           4,024
                                                                               -----------     -----------
                                            Total interest income                2,680,900       2,601,757
INTEREST EXPENSE
    Interest-bearing transaction deposits                                           12,862          22,772
    Savings and money market deposits                                              126,213         176,457
    Time deposits, $100,000 and over                                               195,915         154,613
    Other time deposits                                                            130,402         139,953
                                                                               -----------     -----------
                                           Total interest expense                  465,392         493,795
                                                                               -----------     -----------
           NET INTEREST INCOME                                                   2,215,508       2,107,962
    Provision for loan and lease losses                                             20,000          60,000
                                                                               -----------     -----------
                                        NET INTEREST INCOME AFTER
                                           PROVISION FOR LOAN AND
                                                     LEASE LOSSES                2,195,508       2,047,962
NON-INTEREST INCOME                                                                404,096         397,796
NON-INTEREST EXPENSE
  Salaries and employee benefits                                                   843,996         851,432
  Premises and equipment                                                           181,645         140,112
  Other                                                                            535,856         387,757
                                                                               -----------     -----------
                                       Total non-interest expense                1,561,497       1,379,301
                                                                               -----------     -----------
                                          Income before provision
                                                 for income taxes                1,038,107       1,066,457
  Provision for income taxes                                                       344,378         358,135
                                                                               -----------     -----------

                                                       NET INCOME              $   693,729     $   708,322
                                                                               ===========     ===========

                                             NET INCOME PER SHARE              $       .50     $       .51
                                                                               ===========     ===========

                                             NET INCOME PER SHARE
                                                ASSUMING DILUTION              $       .45     $       .47
                                                                               ===========     ===========
</TABLE>






                                     page 4



<PAGE>



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

   For the three months ended March 31, 2003 (Unaudited), and the years ended
                 December 31, 2002 (Audited) and 2001 (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, 2001                              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 loss,
  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 loss,
  net of taxes                      82,706                                                               82,706            82,706
                             -------------     ----------     -------------     -------------     -------------     -------------

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

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

5% stock dividend                                  65,742         1,775,026        (1,775,026)
Fractional shares                                                                     (13,951)                            (13,951)
Redemption and retirement
  of stock                                        (14,596)         (121,257)         (223,345)                           (344,602)
Stock options exercised and
  related tax benefits                             16,496           256,571                                               256,571
Net income for the year      $   2,744,333                                          2,744,333                           2,744,333
Other comprehensive income,
  net of tax:
  Unrealized holding losses
    on securities available-
    for-sale arising during
    the year, net of taxes
    of $51,125                     (73,103)
                             -------------
Other comprehensive income,
  net of taxes                     (73,103)                                                             (73,103)          (73,103)
                             -------------     ----------     -------------     -------------    --------------      ------------

Total comprehensive income   $   2,671,230
                             =============
</TABLE>

                                     Page 5

<PAGE>



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

   For the three months ended March 31, 2003 (Unaudited), and the years ended
                 December 31, 2002 (Audited) and 2001 (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, 2002                             1,401,146     $  12,936,225      $  6,215,790      $     88,295     $  19,240,310

Redemption and retirement
  of stock                                        (14,892)         (137,453)         (274,278)                           (411,731)
Stock options exercised and
  related tax benefits                              5,884            96,728                                                96,728
Net income for the period    $    693,729                                             693,729                             693,729
Other comprehensive income,
  net of tax:
  Unrealized holding gains
    on securities available-
    for-sale arising during
    the year, net of taxes
    of $ 4,614                     (6,599)
                             ------------
Other comprehensive income,
  net of taxes                     (6,599)                                                               (6,599)           (6,599)
                             ------------      ----------     -------------     -------------    --------------     -------------

Total comprehensive income   $    687,130
                             ============


BALANCE AT
 MARCH 31, 2003                                 1,392,138     $  12,895,500     $   6,635,241    $       81,696     $  19,612,437
                                               ==========     =============     =============    ==============     =============
</TABLE>



                                     page 6



<PAGE>



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

               For the three months ended March 31, 2003 and 2002
<TABLE>
<S>                                                                                 <C>              <C>


                                                                                         2003            2002
                                                                                    ------------     ------------
OPERATING ACTIVITIES
    Net income                                                                      $    693,729     $    708,322
    Adjustments to reconcile net income
        to net cash provided by operating activities:
            Provision for loan and lease losses                                           20,000           60,000
            Depreciation                                                                  53,306           36,744
            Amortization and other                                                        13,287           13,329
            Net change in interest receivable                                            (95,390)          43,376
            Net change in cash surrender value
               of life insurance                                                         (85,722)         (66,237)
            Net change in other assets                                                   355,265          400,009
            Net change in interest payable and other liabilities                        (318,390)        (218,990)
                                                                                    ------------     ------------
                                       NET CASH PROVIDED BY OPERATING ACTIVITIES         636,085          976,553
INVESTING ACTIVITIES
    Purchases of securities held-to-maturity                                            (778,009)               0
    Purchases of securities available-for-sale                                        (1,001,231)          (4,000)
    Proceeds from maturing securities held-to-maturity                                   470,000           90,000
    Proceeds from maturing securities available-for-sale                                 750,000        2,000,000
    Net change in loans and leases                                                     3,065,937       (3,976,162)
    Purchases of life insurance                                                                0       (2,000,000)
    Purchases of premises and equipment                                                  (82,112)         (15,205)
                                                                                    ------------     ------------
                                          NET CASH USED FOR INVESTING ACTIVITIES       2,424,585       (3,905,367)

FINANCING ACTIVITIES
    Net change in demand, interest-bearing
        transaction and savings deposits                                            $ 11,804,732     $ (1,472,910)
    Net change in time deposits                                                           92,736         (904,366)
    Stock repurchases                                                                   (411,731)        (114,549)
    Stock options exercised                                                               96,728           20,625
                                                                                     -----------     ------------
                                       NET CASH PROVIDED BY FINANCING ACTIVITIES      11,582,465       (2,471,200)
                                                                                     -----------     ------------
                                         NET CHANGE IN CASH AND CASH EQUIVALENTS      14,643,135       (5,400,014)
    Cash and cash equivalents at beginning of period                                  31,517,599       20,400,662
                                                                                     -----------     ------------
                                      CASH AND CASH EQUIVALENTS AT END OF PERIOD     $46,160,734     $ 15,000,648
                                                                                     ===========     ============

SUPPLEMENTAL DISCLOSURES OF
    CASH FLOW INFORMATION:

Cash paid during the year for:
     Interest expense                                                               $    466,326     $    504,461

SUPPLEMENTAL DISCLOSURES OF
     NONCASH ACTIVITIES:
Net change in unrealized gains and losses on securities                             $    (11,213)    $   (117,015)
Net change in deferred income taxes on unrealized
     gains and losses on securities                                                  $     4,614     $     48,157
</TABLE>




                                     page 7



<PAGE>



                      SONOMA VALLEY BANCORP AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2003
                                   (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, 2003 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  2002 Annual Report on Form 10-K. The results
of  operations  for the three  months  ended March 31, 2003 are not  necessarily
indicative of the operating results through December 31, 2003.

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, 2003
and March 31, 2002.

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, 2003 was  1,396,996
and for the period ending March 31, 2002 was 1,398,329.

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, 2003 was  1,528,857 and for the period ending March
31, 2002 was 1,495,303.




                                     page 8



<PAGE>



Note 5 - Stock Option Accounting

The Company has two  stock-based  employee and director  compensation  plans. In
December  2002 the  Financial  Accounting  Standards  Board issued SFAS No. 148,
Accounting for Stock-Based Compensation, an Amendment of SFAS No. 123 ("SFAS No.
123") in an effort to encourage the recognition of compensation  expense for the
issuance of stock options. The Company adopted SFAS No. 148 effective January 1,
2003  using  the  prospective   application  method.   Under  this  method,  the
compensation expense and related tax benefit associated with stock option grants
issued on or after January 1, 2003 will be  recognized in the income  statement.
Prior to  January 1, 2003,  the  Company  accounted  for those  plans  under the
recognition  and  measurement  principles of APB Opinion No. 25,  Accounting for
Stock  Issued  to  Employees,  and  related   Interpretations.   No  stock-based
compensation  cost is reflected in net income for stock options granted prior to
January 1, 2003, as all options  granted under those plans had an exercise price
equal to the market value of the  underlying  common stock on the date of grant.
The following table  illustrates the effect on net income and earnings per share
if the  Company  had  applied  the fair  value  recognition  provisions  of FASB
Statement No. 123,  Accounting  for  Stock-Based  Compensation,  to  stock-based
compensation on stock options granted prior to January 1, 2003.
<TABLE>
<S>                                                        <C>              <C>

                                                             March 31,       March 31,
                                                               2002            2003
                                                           ------------     ------------

    Net Income, as reported                                $    708,322     $    693,729
    Deduct: Total stock-based compensation  expense
      determined under fair value based method for all
      awards, net of related tax effects                        (46,480)         (44,978)
                                                           ------------     ------------
    Pro forma net income                                   $    661,842     $    648,751
                                                           ============     ============

Net income per share:
    Basic - As reported                                             .51              .50
    Basic - Pro forma                                               .47              .46
    Diluted - As reported                                           .47              .45
    Diluted - Pro forma                                             .44              .42

</TABLE>




                                     page 9



<PAGE>

                              SONOMA VALLEY BANCORP
                     AVERAGE BALANCES/YIELDS AND RATES PAID
               For the three months ended March 31, 2003 and 2002
                             (dollars in thousands)
<TABLE>
<S>                                           <C>          <C>            <C>        <C>          <C>           <C>

                                                                   2003                                    2002
                                                                   ----                                    ----

ASSETS                                        Average      Income/        Yield/     Average      Income/       Yield/
                                              Balance      Expense         Rate      Balance      Expense        Rate
                                             ---------     ----------     ------     --------     ---------     -----
Interest-earning assets:
Loans(2):
  Commercial                                 $  85,981     $    1,632       7.70%    $  69,941    $   1,393      8.08%
  Consumer                                      12,410            238       7.78%       13,674          281      8.33%
  Real estate construction                      20,403            411       8.17%       16,213          407     10.18%
  Real estate mortgage                           5,290            110       8.43%        6,650          139      8.48%
  Tax exempt loans (1)                           3,184             66       8.41%        3,403           71      8.46%
  Leases                                            97              6      25.09%          207            7     13.71%
  Tax exempt leases (1)                             63              3      19.31%          120            4     13.52%
  Unearned loan fees                              (424)                                   (457)
                                             ---------     ----------                ---------    ---------
         Total loans                           127,004          2,466       7.87%      109,751        2,302      8.51%
Investment securities
  Available for sale:
         Taxable                                 3,655             50       5.55%        9,617          147      6.20
  Hold to maturity:
         Taxable                                   205              3       5.93%          202            3      6.02%
         Tax exempt (1)                          9,463            165       7.07%       11,502          203      7.16%
                                             ---------     ----------                ---------    ---------
         Total investment securities            13,323            218       6.64%       21,321          353      6.71%
Federal funds sold                              26,425             76       1.17%        9,138           37      1.64%
                FHLB Stock                         282              0       0.00%          269            4      6.03%
Total due from banks/Interest bearing               34              0       0.00%          202            1      2.01%
                                             ---------     ----------                ---------    ---------
  Total interest earning assets                167,068     $    2,760       6.70%      140,681    $   2,697      7.77%
                                                           ==========                =========
Noninterest-bearing assets:
  Reserve for loan losses                       (2,798)                                 (2,438)
  Cash and due from banks                        8,660                                   7,329
  Premises and equipment                           903                                     617
  Other assets                                  10,828                                   9,139
                                             ---------                               ---------
           Total assets                      $ 184,661                               $ 155,328
                                             =========                               =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest bearing liabilities:
  Interest bearing deposits
         Interest bearing transaction        $  26,862     $       13       0.20%    $  22,190    $      23      0.42%
         Savings deposits                       54,092            126       0.94%       47,950          176      1.49%
         Time deposits over $100,000            25,351            196       3.14%       17,731          155      3.55%
         Other time deposits                    19,974            130       2.64%       17,676          140      3.21%
                                             ---------     ----------                ---------    ---------
           Total interest bearing
                    deposits                   126,279            465       1.49%      105,547          494      1.90%
Federal funds purchased                              0              0       0.00%
  Other short term borrowings                        0              0       0.00%            0            0      0.00%
                                             ---------     ----------                ---------    ---------
           Total interest bearing
                     liabilities               126,279     $      465       1.49%      105,547    $     494      1.90%
                                                           ==========                             =========
Non interest bearing liabilities:
  Non interest bearing demand deposits          35,645                                  29,880
  Other liabilities                              3,176                                   2,847
  Shareholders' equity                          19,561                                  17,054
                                             ---------                               ---------
         Total liabilities and
                   shareholders' equity      $ 184,661                               $ 155,328
                                             =========                               =========
Interest rate spread                                                        5.21%                                5.87%
                                                                            ====                                 ====
Interest income                                            $    2,760       6.70%                 $   2,697      7.77%
Interest expense                                                  465       1.13%                      494       1.42%
                                                           ----------       ----                  ---------      -----
Net interest income/margin                                 $    2,295       5.57%                 $   2,203      6.35%
                                                           ==========                             =========
</TABLE>

     (1)  Fully tax  equivalent  adjustments  are based on a federal  income tax
          rate of 34% in 2003 and 2002.
     (2)  Non accrual  loans have been included in loans for the purposes of the
          above  presentation.  Loan fees of approximately  $100,981 and $98,021
          for the three months ended March 31, 2003 and 2002, respectively, were
          amortized to the appropriate interest income categories.

                                     page 10
<PAGE>


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

      For the Three Month Periods
      Ended March 31, 2003 and 2002

Forward Looking Statements

With the exception of historical facts stated herein,  the matters  discussed in
this  Form  10-Q  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-Q,  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-Q 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

The Company  reported  net income of $693,729 for the first three months of 2003
compared with $708,322 for the first three months of 2002. On a per share basis,
net income  equaled $.50  compared with $.51 per share during the same period in
2002.  The  March  2002 per  share  amount  has been  adjusted  for the 5% stock
dividend declared in June 2002.

Return on  average  total  assets  on an  annualized  basis for the  three-month
periods was 1.52% and 1.85% respectively. Return on average shareholders' equity
on an annualized basis for the same periods was 14.39% and 16.84%, 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


                                     page 11



<PAGE>



Balance,  Yields and Rates Paid, on page 10, is higher than net interest  income
on the  statement  of income  because  it  reflects  adjustments  applicable  to
tax-exempt income from certain securities and loans ($79,000 in 2003 and $95,000
in 2002, based on a 34% federal income tax rate).

The improvement in net interest income for the three months ended March 31, 2003
(stated  on a fully  taxable  equivalent  basis) is a result of an  increase  of
$63,000 in interest income and the $29,000 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 2003 declined to 5.57% from 6.35% for the same
period in 2002.

Interest Income

As previously  stated,  interest  income  (stated on a fully taxable  equivalent
basis) increased by $63,000 to $2.8 million in the three months of 2003, a 2.34%
increase over the $2.7 million realized during the same period in 2002.

The $63,000  increase was a result of the $26.4 million gain in earning  assets.
This increase occurred in spite of the 1.07% decline in yield from 7.77% in 2002
to 6.70% in 2003.

Interest Expense

Total interest expense declined by $29,000 to $465,000. The average rate paid on
all interest- bearing liabilities  declined from 1.90% in 2002 to 1.49% in 2003.
Average balances  increased from $105.5 million to $126.3 million,  a 19.6% gain
in deposits.  The increase in volume of average  balances was  responsible for a
$112,000  increase  in interest  expense  together  with a $143,000  decrease in
expense related to lower interest rates  resulting in lower interest  expense of
$29,000.

Individual  components of interest  income and interest  expense are provided in
the table-Average Balances, Yields and Rates Paid on page 10.

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 $20,000  during the three months of 2003
and $60,000 in the same period in 2002.  The provision is based on  management's
evaluation and assessment of the loan portfolio.

Loans  charged-off  were $32,850 and recoveries were $1,680 for the three months
of 2003 compared with $14,683 in  charge-offs  and $2,460 in recoveries  for the
same period in 2002.




                                     page 12



<PAGE>



Non-interest Income

Non-interest income of $404,000 increased 1.5% over the $398,000 recorded in the
comparable  period in 2002.  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  13.2% to $1.56 million during the three
months of 2003 from  $1.38  million  for the same  period in 2002.  Non-interest
expense on an annualized basis represented 3.43% of average total assets in 2003
compared with 3.60% in the  comparable  period in 2002. The decrease in the 2003
expense ratio reflects normal operating  expense as a result of the asset growth
of 18.76% from $140.7 in 2002 to $167.1 in 2003 and reflects the normal increase
in the cost of doing business.

Salaries and benefits  declined  .82% from $851,000 in 2002 to $844,000 in 2003.
The 2003 decline  reflects  management's  attempt to control expenses related to
benefit  expense.  At March 31,  2003 and 2002,  the total full time  equivalent
employees were 46 in 2003 compared to 47 in 2002.

Expense related to premises and equipment  increased  29.29% to $181,000 in 2003
from $140,000 in 2002.  The increase in expense in 2003 is a result of a remodel
of the Operations  Center which created 7 additional  work spaces and investment
in technology to allow for check and document imaging.

Other operating expenses increased by 38.1% to $536,000 in 2003 from $388,000 in
2002. The largest increase of other non-interest  expense was professional fees,
which  is  primarily  comprised  of data  processing,  item  processing  and ATM
services,  as well as  accounting,  legal  and  other  professional  fees.  This
reflects the bank check imaging and Internet development projects.

Provision for Income Taxes

The provision  for income taxes  declined to an effective tax rate of 33.17% for
the three  months of 2003  compared  with  33.58% for the three  months of 2002.
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 $14.3 million at March 31, 2003, a 3.9% increase from
the $13.7 million at December 31, 2002 and a 29.5% decline from $20.2 million at
March 31, 2002.  The Company will usually  maintain an  investment  portfolio of
securities rated A or higher by


                                     page 13



<PAGE>



Standard and 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,
2003, the Company had  securities  totaling $10.2 million with a market value of
$10.7 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 $4.1 million compared to an amortized cost of
$3.9 million as of March 31, 2003.

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 $125.0 million at March 31, 2003, or 72.7% of
total deposits.  This compares with $128.1 million,  or 80.0% of total deposits,
at December 31, 2002 and $111.4 million,  or 82.4% of total  deposits,  at March
31, 2002. A  comparative  schedule of average loan  balances is presented in the
table  on page  10;  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
                                  2003           of Total           2002           of Total            2002         of Total
                             --------------     ---------      --------------     ----------     --------------    ----------

Commercial                   $   85,802,958         68.4%      $   89,507,230           69.7%    $   73,836,037          66.0%
Consumer                         11,868,556          9.5%          13,374,774           10.4%        13,342,991          11.9%
Real estate construction         23,458,920         18.7%          19,507,906           15.2%        18,304,725          16.4%
Real estate mortgage              4,092,951          3.3%           5,911,082            4.6%         6,040,680           5.4%
Leases                              149,976          0.1%             174,409            0.1%           314,299           0.3%
                             --------------     --------       --------------     ----------     --------------    ----------
                                125,373,361        100.0%         128,475,401          100.0%       111,838,732         100.0%
                                                ========                          ==========                       ==========
Deferred loan fees
 and costs, net                    (419,324)                         (424,258)                         (427,029)
Allowance for loan
 and lease losses                (2,770,792)                       (2,781,962)                       (2,463,332)
                             --------------                    --------------                    --------------

                             $  122,183,245        100.0%      $  125,269,181          100.0%    $  108,948,371         100.0%
                             ==============                    ==============                    ==============
</TABLE>





                                     page 14



<PAGE>



Risk Elements

The majority of the Company's  loan activity is with  customers  located  within
Sonoma county.  Approximately 83% 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 $2.3 million  nonaccrual  loans and no loans 90 days or more past due
and still accruing at March 31, 2003.  There were $431,000  nonaccrual loans and
no loans 90 days or more past due and still accruing at March 31, 2002.

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,  2003 the Company
believes its overall allowance for loan losses is adequate based on its analysis
of conditions at that time.

At March 31, 2003,  the allowance for loan losses was $2.8 million,  or 2.22% of
period-end loans,  compared with $2.8 million, or 2.17% at December 31, 2002 and
$2.5 million, or 2.21% at March 31, 2002.




                                     page 15



<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
                                               3/31/03             12/31/02           3/31/02

Balance beginning of year                   $   2,781,962       $   2,415,555      $   2,415,555
Charge-offs:
  Commercial                                            0             (10,741)           (10,740)
  Consumer                                        (32,850)            (34,872)            (3,943)
                                            -------------       -------------      -------------

                      Total charge-offs           (32,850)            (45,613)           (14,683)
Recoveries:

  Commercial                                          640               9,474                930
  Consumer                                          1,040               9,546              1,530
                                            -------------       -------------      -------------

                       Total recoveries             1,680              19,020              2,460

Net charge-offs                                   (31,170)            (26,593)           (12,223)
Provision charged to operations                    20,000             393,000             60,000
                                            -------------       -------------      -------------
Balance end of period                       $   2,770,792       $   2,781,962      $   2,463,332
                                            =============       =============      =============
Ratio of net charge-offs
  annualized to average loans                        0.10%               0.02%              0.05%
Balance in allowance as a percentage                 2.22%               2.17%              2.21%
  of loans outstanding at period end
</TABLE>

Deposits

A comparative  schedule of average deposit balances is presented in the table on
page 10; period end and year-end deposit balances are presented in the following
table.
<TABLE>
<S>                          <C>              <C>            <C>               <C>            <C>


                             March 31,        Percentage     December 31,      Percentage     March 31,        Percentage
                               2003            of Total           2002          of Total        2002            of Total
                             ------------     ----------     -------------     ----------     ------------     ----------

Interest bearing
 transaction deposits        $ 29,887,026           17.4%    $  24,627,589           15.4%    $ 23,346,522           17.2%
Savings deposits               57,029,834           33.2%       51,802,714           32.4%      46,269,529           34.2%
Time deposits,
$100,000 and over              24,745,449           14.4%       25,018,603           15.6%      17,800,230           13.2%
Other time deposits            20,144,430           11.7%       19,778,540           12.4%      17,264,733           12.8%
                             ------------                    -------------                    ------------
Total interest bearing
  deposits                    131,806,739           76.7%      121,227,446           75.8%     104,681,014           77.4%
Demand deposits                40,078,981           23.3%       38,760,806           24.2%      30,596,689           22.6%
                             ------------                    -------------                    ------------

Total deposits               $171,885,720          100.0%    $159,988,252           100.0%    $135,277,703          100.0%
                             ============                    ============                     ============
</TABLE>


                                    page 16

<PAGE>



Total deposits  increased by $11.9 million,  during the three months of 2003, to
$171.9  million  from $160.0  million at December  31,  2002.  Interest  bearing
checking  showed the largest  increase of $5.3 million or 21.4% to $29.9 million
as of March 31, 2003 from $24.6 million at December 31, 2002.  Savings increased
$5.2 million or 10.1% to $57.0 million, non interest demand grew $1.3 million or
3.4% to $40.1  million  and other  time  deposits  grew  $366,000  or 1.85% from
December 2002. Only time deposits greater than $100,000  declined by $273,000 or
1.1% to $24.7 million.

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, 2003,  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, 2003,  along with the related  risk-based  capital ratio and
leverage ratio.

(dollars in thousands)
<TABLE>
<S><C>              <C>           <C>       <C>         <C>       <C>

      Total
   Risked-based       TIER 1                 TOTAL                Leverage
      Assets          Capital     Ratio     Capital     Ratio      Ratio
   ------------     ---------     -----     -------     -----     --------
   $    156,379     $  18,897     12.15%    $20,852     13.41%       10.49%
</TABLE>




                                     page 17



<PAGE>



Market Risk Management

Overview.  Market risk is the risk of loss from adverse changes in market prices
and rates.  The Company's  market risk arises  primarily from interest rate risk
inherent in its loan and deposit functions. The goal for managing the assets and
liabilities of the Company is to maximize  shareholder  value and earnings while
maintaining a high quality  balance sheet without  exposing the Company to undue
interest rate risk.  The Board of Directors has overall  responsibility  for the
interest  rate risk  management  policies.  Sonoma  Valley Bank has an Asset and
Liability  Management  Committee (ALCO) that establishes and monitors guidelines
to control the sensitivity of earnings to changes in interest rates.

Asset/Liability  Management.  Activities involved in asset/liability  management
include but are not  limited to lending,  accepting  and  placing  deposits  and
investing  in  securities.  Interest  rate  risk  is  the  primary  market  risk
associated with asset/liability management.  Sensitivity of earnings to interest
rate changes  arises when yields on assets change in a different  time period or
in a different  amount from that of interest costs on  liabilities.  To mitigate
interest rate risk,  the structure of the balance sheet is managed with the goal
that  movements of interest rates on assets and  liabilities  are correlated and
contribute  to  earnings  even  in  periods  of  volatile  interest  rates.  The
asset/liability  management  policy  sets  limits  on the  acceptable  amount of
variance  in net  interest  margin and  market  value of equity  under  changing
interest environments.  The Company uses simulation models to forecast earnings,
net interest margin and market value of equity.

Simulation  of earnings is the primary tool used to measure the  sensitivity  of
earnings to interest  rate  changes.  Using  computer-modeling  techniques,  the
Company is able to estimate the potential  impact of changing  interest rates on
earnings.  A balance sheet forecast is prepared quarterly using inputs of actual
loans,  securities and interest bearing liabilities (i.e.  depositis/borrowings)
positions as the beginning base. The forecast balance sheet is processed against
four interest rate  scenarios.  The scenarios  include a 100 and 200 basis point
rising rate  forecasts,  a flat rate forecast and a 100 basis point falling rate
forecast which take place within a one year time frame.  The net interest income
is  measured  during  the year  assuming  a  gradual  change  in rates  over the
twelve-month horizon. The Company's 2003 net interest income, as forecast below,
was modeled  utilizing a forecast  balance  sheet  projected  from year-end 2002
balances. The following table summarizes the effect on net interest income (NII)
of a +/-100 and +200 basis point change in interest rates as measured  against a
constant rate (no change) scenario.

Interest Rate Risk Simulation of Net Interest Income as of March 31, 2003
(In thousands)

Variation from a constant rate scenario            $ Change in NII
                  +200bp                                  $1,260
                  +100bp                                     606
                  -100bp                                    (527)



                                     page 18



<PAGE>



The  simulations of earnings do not incorporate  any management  actions,  which
might moderate the negative consequences of interest rate deviations. Therefore,
they do not reflect likely actual results,  but serve as conservative  estimates
of interest rate risk.

Interest Rate Sensitivity  Analysis.  Interest rate sensitivity is a function of
the repricing characteristics of the portfolio of assets and liabilities.  These
repricing  characteristics are the time frames within which the interest-bearing
assets  and  liabilities  are  subject  to change in  interest  rates  either at
replacement, repricing or maturity. Interest rate sensitivity management focuses
on the maturity of assets and liabilities and their repricing  during periods of
changes in market interest rates.  Interest rate  sensitivity is measured as the
difference  between  the  volumes  of  assets  and  liabilities  in the  current
portfolio  that  are  subject  to  repricing  at  various  time  horizons.   The
differences are known as interest sensitivity gaps.

A positive  cumulative  gap may be equated to an asset  sensitive  position.  An
asset  sensitive  position in a rising  interest rate  environment  will cause a
bank's interest rate margin to expand. This results as floating or variable rate
loans reprice more rapidly than fixed rate  certificates of deposit that reprice
as they mature over time. Conversely, a declining interest rate environment will
cause the  opposite  effect.  A  negative  cumulative  gap may be  equated  to a
liability  sensitive  position.  A  liability  sensitive  position  in a  rising
interest rate  environment will cause a bank's interest rate margin to contract,
while a declining interest rate environment will have the opposite effect.

The following table sets forth the dollar amounts of maturing  and/or  repricing
assets and liabilities for various periods.  This does not include the impact of
prepayments  or other  forms of  convexity  caused by changing  interest  rates.
Historically, this has been immaterial and 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 the cost of funds when rates
change.  Its net interest margin should therefore  increase  somewhat when rates
increase and shrink somewhat when rates fall.

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,  2003  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.
The table shows $60.5  million in fixed rate loans over 5 years.  Many  variable
rate credit lines reached  floors in 2002,  and were  reclassified  to the fixed
rate category.  As soon as interest rates increase,  the loans will no longer be
at floors and will reclass back to the floating rate category.


                                     page 19



<PAGE>



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


MARCH 31, 2003                          3 months    12 months    3 years    5 years    15 years   >15 years    Totals
                                        ---------   ---------   ---------   --------   ---------  ---------   ---------
(in thousands)

ASSETS:
  Fixed rate investments                $   1,035   $   1,654   $   5,592   $    631   $   4,031   $   1,339   $  14,282
  Variable rate investments                     0           0           0          0           0         282         282
  Fixed rate loans                         16,484      13,194       8,453     17,720      39,985       2,782      98,618
  Variable rate loans                      24,265         195          12          0           0           0      24,472
  Interest-bearing balances due from banks     35                                                                     35
  Fed funds sold                           37,160                                                                 37,160
                                        ---------   ---------   ---------   --------   ---------   ---------   ---------
     Interest bearing assets               78,979      15,043      14,057     18,351      44,016       4,403     174,849
                                        ---------   ---------   ---------   --------   ---------   ---------   ---------

LIABILITIES:
  Interest bearing transaction deposits    29,887                                                                 29,887
  Savings deposits                         57,030                                                                 57,030
  Time Deposits                                                                                                        0
     Fixed rate >100m                       8,359       6,451       8,209      1,653                              24,672
     Fixed rate <100m                       6,418       7,400       5,298      1,056                              20,172
     Floating rate >100m                                                                                               0
     Floating rate <100m                       46                                                                     46
  Borrowings                                    0                                                                      0
                                        ---------   ---------   ---------   --------   ---------   ---------   ---------


    Interest Bearing Liabilities        $ 101,740   $  13,851   $  13,507   $  2,709   $       0   $       0     131,807
                                        ---------   ---------   ---------   --------   ---------   ---------   ---------

Rate Sensitivity Gap                      (22,761)      1,192         550     15,642      44,016       4,403
                                        ---------   ---------   ---------   --------   ---------   ---------
Cumulative Rate Sensitivity Gap           (22,761)    (21,569)    (21,019)    (5,377)     38,639      43,042
                                        ---------   ---------   ---------   --------   ---------   ---------

Cumulative Position to Total Assets        -11.70%     -11.09%     -10.80%     -2.76%     19.86%       22.12%
                                        ---------   ---------   ---------   --------   --------    ---------
</TABLE>




                                     page 20



<PAGE>



Item 3.  QUANTITATIVE  AND QUALITATIVE  DISCLOSURE ABOUT MARKET RISK

Information regarding Quantitative and Qualitative Disclosures about Market Risk
appears on page 18 through 20 under the  caption  "Management's  Discussion  and
Analysis of Consolidated  Financial Condition and Results of Operations - Market
Risk Management" and is incorporated herein by reference.

Item 4.           CONTROLS AND PROCEDURES

Within the 45 days prior to the date of this Form 10-Q, the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including  the  Company's  Chief  Executive  Officer along with the
Company's  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  Chief
Executive  Officer along with the Company's  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  required to be
included in this Form 10-Q.

There have been no significant  changes in the Company's internal controls or in
other factors which could  significantly  affect internal controls subsequent to
the date the Company carried out its evaluation.



                                     page 21



<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 AND USE OF PROCEEDS

         None

Item 3.           DEFAULTS UPON SENIOR SECURITIES

         None

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Item 5.           OTHER INFORMATION

         None

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  99 Certification pursuant to Section 906 of the Sarbanes-Oxley
                     Act of 2002.

         (b)      Reports on Form 8-K

                  Date of Report       Date of Event       Item Reported

                  April 16, 2003       April 15, 2003      Press Release
                                                           announcing results
                                                           of first quarter


                                     page 22



<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, 2003                        /s/ Mel Switzer, Jr.
     ----------------------                -------------------------------------
                                           Mel Switzer, Jr.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)




Date:  May 13, 2003                        /s/ Mary Quade Dieter
     ---------------------                 -------------------------------------
                                           Mary Quade Dieter
                                           Executive Vice President and
                                           Chief Operating Officer
                                           (Principal Accounting Officer)



                                     page 23



<PAGE>



                                  CERTIFICATION

I, Mel Switzer, Jr., Chief Executive Officer for Sonoma Valley Bancorp,  certify
that:

1. I have reviewed this quarterly report on Form 10-Q of Sonoma Valley Bancorp;

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.


Dated:  May 13, 2003                       /s/ Mel Switzer, Jr.
       ----------------------              -------------------------------------
                                           Mel Switzer, Jr.
                                           Chief Executive Officer
                                           (Principal Executive Officer)




<PAGE>



                                  CERTIFICATION

I, Mary Quade  Dieter.,  Chief  Financial  Officer  for Sonoma  Valley  Bancorp,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sonoma Valley Bancorp;

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.


Dated:  May 13, 2003                  /s/ Mary Quade Dieter
       ----------------------         -------------------------------------
                                      Mary Quade Dieter
                                      Chief Financial Officer
                                      (Principal Finance and Accounting Officer)




<PAGE>


                                                                      Exhibit 99

                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                   SECTION 906 OF THE SARBANES-OXLEY ACT 2002

     In  connection  with the  quarterly  report of Sonoma  Valley  Bancorp (the
"Company")  on Form 10-Q for the period  ending March 31, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  We, Mel
Switzer,  Jr., Chief  Executive  Officer and Mary Quade Dieter,  Chief Financial
Officer, of the Company certify,  pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 fo the  Sarbanes-Oxley Act of 2002 , that to the best of
our knowledge and belief:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or  15(d) of the  Securities  Exchange  Act of 1934:  and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial   condition  and  result  of
               operations of the Company.


 Dated:  May 13, 2003               /s/ Mel Switzer, Jr.
 --------------------------         --------------------------------------------
                                    Mel Switzer, Jr.,
                                    Chief Executive Officer
                                    (Principal Executive Officer)

 Dated:  May 13, 2003               /s/ Mary Quade Dieter
 --------------------------         --------------------------------------------
                                    Mary Quade Dieter,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)