UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1230, 2010

Tamalpais Bancorp ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

California		0-50878		68-0175592
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

630 Las Gallinas Ave.

San Rafael, California 94903

(Address of principal executive offices including Zip Code)

(415) 526-6400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On March 1230, 2010, Tamalpais ~~Bancorp~~Bank (the “~~Company~~Bank”), ~~received~~ a ~~letter~~wholly-owned ~~from~~subsidiary ~~the~~of ~~NASDAQ~~Tamalpais ~~Stock~~Bancorp ~~Market~~ (the “~~NASDAQ~~Company”), ~~notifying~~completed the ~~Company~~sale ~~that~~of it$28.3 nomillion ~~longer~~in ~~meets~~principal ~~NASDAQ’s~~amount ~~continued~~of ~~listing~~certain ~~requirement~~substandard-performing ~~under~~and ~~Listing~~nonperforming ~~Rule~~loans ~~5550(~~to an unrelated third party investor pursuant to the terms of a~~)(2)~~ loan sale agreement (the “~~Bid~~Loan ~~Price~~Sale ~~Rule~~Agreement”), ~~because~~which contained customary terms, conditions and covenants. The Company received net proceeds of approximately $15.4 million in connection with the ~~bid~~sale ~~price~~and ~~for~~will ~~its~~realize ~~common~~a ~~stock~~pre-tax ~~has~~gain ~~closed~~of ~~below~~approximately $10.006 ~~per~~million ~~share~~in ~~for~~its 30first ~~consecutive~~quarter ~~business~~2010 ~~days~~earnings as a result of this sale. The net proceeds from the sale are being used to pay down FHLB borrowings as they mature, pay off Brokered time deposits as they mature and bolster on-balance-sheet liquidity until the funds are needed to meet these or other obligations.

The ~~notification~~determination ~~does~~to ~~not~~sell ~~result~~these inloans ~~the~~and ~~immediate~~enter ~~delisting~~into of the ~~Company’s~~Loan ~~common~~Sale ~~shares~~Agreement ~~from~~was ~~the~~made ~~NASDAQ~~by ~~Capital Market because, pursuant to Listing Rule 5810(c)(3)(A),~~ the ~~Company~~Bank ~~has~~following ~~180~~a ~~days,~~nationwide ~~until~~bidding ~~September~~process 8,conducted ~~2010, to regain compliance~~ with the ~~Bid~~assistance ~~Price~~of ~~Rule.~~a ~~If,~~loan ~~prior~~sales toadvisor ~~September~~engaged 8,by ~~2010,~~ the ~~bid price of the Company’s common stock closes at $1~~Bank.00 ~~per~~The ~~share,~~loans orwere ~~higher,~~a ~~for~~mix atof ~~least~~multifamily 10and ~~consecutive~~commercial ~~business~~real ~~days,~~estate ~~NASDAQ~~loans ~~will~~secured ~~notify~~by ~~the~~properties ~~Company~~located ~~that~~in ~~the~~Northern ~~matter will be closed~~California.

If compliance with the Bid Price Rule cannot be established prior to September 8, 2010, the Company’s common stock will be subject to delisting from the NASDAQ Capital Market. The Company may, however, be eligible for an additional 180-day grace period if it satisfies the initial listing standards (with the exception of the Bid Price Rule) for listing on the NASDAQ Capital Market. The Company is evaluating its options following receipt of the notification and intends to take appropriate actions in order to retain the listing of its common stock on the NASDAQ Stock Market.

The Company issued a press release on March 18, 2010 that disclosed its receipt of this notice from NASDAQ. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press release dated March 18, 2010.

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 hereunto duly authorized.

	TAMALPAIS BANCORP	~~TAMALPAIS BANCORP~~
Date: March 18, 2010		By:	/s/ Mark Garwood
Date: April 2, 2010	By:	/s/ Mark Garwood
			Mark Garwood, Chief Executive Officer
		Mark Garwood
			(Principal Executive Officer)
		(Chief Executive Officer)

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