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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~January~~of ~~14, 2010~~1934

~~Tamalpais~~Date ~~Bancorp (Exact~~of ~~name~~Report (Date of ~~registrant~~earliest asevent ~~specified~~reported) inFebruary ~~its~~4, ~~charter)~~2010

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

TAMALPAIS BANCORP
(Exact name of registrant as specified in its charter)

630 Las Gallinas Ave. San Rafael, California 94903 (Address of principal executive offices including Zip Code)


California	000-50878	68-0175592
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

630 Las Gallinas Ave, San Rafael California		94903
(Address of principal executive offices)		(Zip Code)

~~(415) 526-6400 (~~Registrant’s telephone number, including area code (415) 526-6400

~~Not~~N/A ~~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 (see General Instruction A.2. below):


	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~~Section 1.01. ~~Entry~~– ~~into a~~Business ~~Material~~and ~~Definitive Agreement.~~Operations

~~As previously~~Item ~~disclosed, Tamalpais Bank, a wholly owned subsidiary of Tamalpais~~1.01 ~~Bancorp~~ Entry ~~(the “Company”), entered~~ into ~~an Order to Cease and Desist with the Federal Deposit Insurance Corporation (the “FDIC”) and the California Department of Financial Institutions effective September 14, 2009 (the “Order”). As~~ a ~~result~~Material ofDefinitive ~~the Order, the Company entered into an agreement with the Federal Reserve Bank of San Francisco (the “Federal Reserve”) effective January 14, 2010 (the “~~Agreement”). The Agreement generally provides for the development and implementation of actions to ensure Tamalpais Bank complies with the Order, and any other supervisory action taken by Tamalpais Bank’s federal or state regulators. Among other things, the Agreement requires the Company to:

·On ~~Not~~January ~~declare~~29, 2010, orTamalpais ~~pay~~Wealth ~~any~~Advisors ~~dividends~~(“TWA”) ~~without~~a ~~the~~wholly ~~prior~~owned ~~written~~subsidiary ~~approval~~ of ~~the~~Tamalpais Bancorp ~~Federal Reserve and~~ (the ~~Director~~“Company”) ofentered ~~the~~into ~~Division~~an ofagreement ~~Banking~~with ~~Supervision~~CSI ~~and~~Capital ~~Regulation of the Board of Governors~~ Management (~~the~~ “~~Division Director~~CSI”); ·whereby ~~Not~~the ~~make~~staff ~~any distributions~~ of ~~interest,~~TWA ~~principal,~~will orbe ~~other~~absorbed ~~sums~~by onCSI ~~subordinated~~and ~~debentures~~its orclients ~~trust~~will be ~~preferred~~referred ~~securities~~to ~~without~~ the ~~prior~~San ~~written~~Francisco-based ~~approval~~firm. ofUnder ~~the~~terms ~~Federal~~of ~~Reserve and~~ the ~~Division Director; · Not incur~~agreement, ~~increase,~~the Company orwill ~~guarantee~~share ~~any debt without~~ the ~~prior~~revenues ~~written~~from ~~approval of~~ the ~~Federal~~clients ~~Reserve;~~referred ~~· Submit a written capital plan~~ to ~~the~~CSI ~~Federal~~for ~~Reserve~~a period ~~within 60 days~~ of ~~the~~five ~~Agreement;~~years. ·A ~~Provide~~copy ~~a written statement regarding cash flow projections for 2010 within 60 days~~ of the ~~Agreement~~press ~~and~~release ~~submit~~is aattached ~~cash~~as ~~flow~~Exhibit ~~projection for each calendar year thereafter; · Comply with notice and approval requirements under applicable law and regulations relating~~ 99.1 to ~~the~~this ~~appointment~~Form of8-K ~~directors, senior executive officers as well as any change in the responsibilities of any senior executive officers;~~ and ·is ~~Comply~~incorporated ~~with~~herein ~~the~~by ~~restrictions on indemnification and severance payments under applicable law and regulations~~reference.

~~A copy~~Item ~~of the Agreement is included as Exhibit 10~~9.101 ~~and~~Financial isStatements ~~incorporated herein by reference. The description of the Agreement set forth above does not purport to be complete~~ and ~~is qualified by reference to the full text of the Agreement.~~Exhibits


Exhibit
Number		Description


99.1		Press Release dated February 4, 2010

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Written Agreement between Tamalpais Bancorp and Federal Reserve Bank of San Francisco, dated January 14, 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
Date: February 4, 2010	TAMALPAIS BANCORP
Date: January 21, 2010		By:	/s/ Mark Garwood
	/s/ Mark Garwood
			Mark Garwood
	Mark Garwood, Chief Executive Officer
			Chief Executive Officer
	(Principal Executive Officer)

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