UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                          FORM 10-Q/A
                         AMENDMENT NO. 1


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

          For the quarterly period ended March 31, 2005

          OR

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

                      Commission File Number 2-91196


                   NORTHERN EMPIRE BANCSHARES
     (Exact name of registrant as specified in its charter)

    California                                       94-2830529
(State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                 Identification No.)



        801 Fourth Street, Santa Rosa, California      95404
      (Address of principal executive offices)       (Zip code)


                        707-579-2265
      (Registrant's telephone number, including area code)


                             NONE
(Former name, former address and former fiscal year, if changed  since
 last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes   X    No ___

Indicate by check mark whether the registrant is an accelerated filer
(as defined in rule 12b-2 of the Exchange Act).  Yes   X   No ___

Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Exchange Act).
Yes ___ No   X

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Title of class:  Common Stock, no par value. Outstanding shares as of
 November 28, 2005:    10,397,981



EXPLANATORY NOTE:   Northern Empire Bancshares is filing this Amendment
No. 1 to its quarterly report on Form 10-Q for the quarter ended March
31, 2005, as filed on May 10, 2005 for the purpose of re-filing Exhibit
31 to such Form 10-Q.  Exhibit 31 is being re-filed to correct
inadvertent errors in the language of the officer certifications
required by Rule 13a-14(a)/15d-14(a).  Those officer certifications
included as Exhibit 31 with the initial filing inadvertently omitted, in
the recital to paragraph 4, the phrase "and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)" and used the term "internal controls" rather than "internal
control."  These errors have been corrected in Exhibits 31.1 and 31.2
filed with this Amendment No. 1.  Because no financial statements are
filed with this Amendment No. 1: (a) Paragraph 3 of the certifications
has been omitted; and (b) the certifications pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 have not been included.

Except for the amendment described above, this Amendment No. 1 to Form
10-Q does not modify or update any other information in or exhibits
filed with the Form 10-Q filed on May 10, 2005.


                       PART II

ITEM 6.    Exhibits

     The following Exhibits are filed with this Amendment No. 1 to
     Form 10-Q:

     31.1   Rule 13a-14(a)/15d-14(a) Certification of Deborah A. Meekins

     31.2   Rule 13a-14(a)/15d-14(a) Certification of Jane M. Baker








SIGNATURES


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


NORTHERN EMPIRE BANCSHARES


Date: November 29, 2005

/s/ Deborah A. Meekins                    /s/ Jane M. Baker
----------------------                    -----------------
Deborah A. Meekins                        Jane M. Baker
President and Chief Executive Officer     Chief Financial Officer


                                                  Exhibit 31.1
            Rule 13a-14(a)/15d-14(a) Certification

I, Deborah A. Meekins, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Northern Empire
   Bancshares;

2. Based on my knowledge, this 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 report;

3. The registrant's other certifying officer and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
   control over financial reporting (as defined in Exchange Act Rules
   13a-15(f) and 15d-15(f)) for the registrant and have:

   a. designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, 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 report is being prepared;

   b. designed such internal control over financial reporting, or
      caused such internal control over financial reporting to be
      designed under our supervision, to provide reasonable assurance

      regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in
      accordance with generally accepted accounting principles;

   c. evaluated the effectiveness of the registrant's disclosure
      controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure controls
      and procedures, as of the end of the period covered by this
      report based on such evaluation; and

   d. disclosed in this report any change in the registrant's
      internal control over financial reporting that occurred during
      the registrant's most recent fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, the
      registrant's internal control over financial reporting; and


4.    The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions);

   a. all significant deficiencies and material weaknesses in the
      design or operation of internal control over financial reporting
      which are reasonably likely to adversely affect the registrant's
      ability to record, process, summarize and report financial
      information; and

   b. any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's
      internal control over financial reporting.

Date:  November 29, 2005

     Signature /s/ Deborah A. Meekins
               ----------------------
               Deborah A. Meekins, President
               and Chief Executive Officer





                                                  Exhibit 31.2
           Rule 13a-14(a)/15d-14(a) Certification

I, Jane M. Baker, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Northern Empire
   Bancshares;

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 report;

3. 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-15(e) and 15d-15(e)) and
   internal control over financial reporting (as defined in Exchange
   Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

   a. designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, 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 report is being prepared;

   b. designed such internal control over financial reporting, or
      caused such internal control over financial reporting to be
      designed under our supervision, to provide reasonable assurance
      regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in
      accordance with generally accepted accounting principles;

   c. evaluated the effectiveness of the registrant's disclosure
      controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure
      controls and procedures, as of the end of the period covered by
      this report based on such evaluation; and

   d. disclosed in this report any change in the registrant's
      internal control over financial reporting that occurred
      during the registrant's most recent fiscal quarter that has
      materially affected, or is reasonably likely to materially
      affect, the registrant's internal control over financial
      reporting; and

4. The registrant's other certifying officer and I have disclosed,
   based on our most recent evaluation of internal control over
   financial reporting, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing
   the equivalent functions);



   a. all significant deficiencies and material weaknesses in the
      design or operation of internal control over financial reporting
      which are reasonably likely to adversely affect the registrant's
      ability to record, process, summarize and report financial
      information; and

   b. any fraud, whether or not material, that involves management
      or other employees who have a significant role in the
      registrant's internal control over financial reporting.

Date:  November 29, 2005

     Signature /s/ Jane M. Baker
               ------------------
     Jane M. Baker, Chief Financial Officer