UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549~~

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 ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~February~~of ~~19, 2010~~the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2010

Tamalpais Bancorp

(Exact name of registrant as specified in its charter)

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

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

San ~~(415) 526-6400 (Registrant’s telephone number~~Rafael, ~~including~~California ~~area code)~~94903

~~Not Applicable~~ (~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address,~~offices ifincluding ~~changed~~Zip ~~since last report~~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 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~February~~ 19March 12, 2010, Tamalpais ~~Bank (the “Bank”), a wholly owned subsidiary of Tamalpais~~ Bancorp (the “Company”), received a ~~Supervisory~~letter ~~Prompt Corrective Action Directive (the “Directive”)~~ from the ~~Federal~~NASDAQ ~~Deposit~~Stock ~~Insurance Corporation~~Market (~~the~~ “~~FDIC~~NASDAQ”) ~~due~~notifying to the ~~Bank’s~~Company ~~“significantly~~that ~~undercapitalized” status~~it asno oflonger ~~December~~meets ~~31,~~NASDAQ’s ~~2009~~continued ~~under~~listing ~~regulatory~~requirement ~~capital~~under ~~guidelines.~~Listing AsRule ~~noted below,~~5550(a)(2) ~~before~~(the ~~its~~“Bid ~~receipt~~Price ofRule”) ~~the~~because ~~Directive,~~ the ~~Bank~~bid ~~was~~price ~~already~~for ~~subject~~its ~~to many~~common ofstock ~~the~~has ~~restrictions~~closed ofbelow ~~the~~$1.00 ~~Directive~~per ~~and~~share ~~was~~for ~~already~~30 ~~addressing~~consecutive ~~these items~~business days.

The ~~Directive~~ ~~provides~~notification ~~that~~does ~~within~~not 30result ~~days~~in of the ~~effective~~immediate ~~date~~delisting of the ~~Directive (by~~Company’s ~~March~~common ~~21,~~shares ~~2010),~~from the ~~Bank~~NASDAQ ~~must:~~Capital ~~(1)~~Market ~~sell~~because, ~~enough~~pursuant ~~voting~~to ~~shares~~Listing ~~or obligations~~Rule of5810(c)(3)(A), the ~~Bank~~Company sohas ~~that~~180 ~~the~~days, ~~Bank~~until ~~will~~September be8, ~~“adequately~~2010, ~~capitalized”~~to ~~under regulatory~~regain ~~capital~~compliance ~~guidelines;~~with ~~and/or~~the ~~(2)~~Bid ~~accept~~Price anRule. ~~offer~~If, prior to beSeptember ~~acquired~~8, by2010, ~~a depository~~the ~~institution~~bid ~~holding~~price ~~company~~of orthe ~~combine~~Company’s ~~with~~common ~~another~~stock ~~insured depository~~closes ~~institution~~at $1.00 ~~While~~per noshare, ~~assurance~~or ~~can~~higher, befor ~~given~~at ~~that~~least it10 ~~will~~consecutive ~~be successful~~business indays, ~~its~~NASDAQ ~~efforts~~will tonotify ~~recapitalize~~ the ~~Bank, the~~ Company ~~has~~that ~~been, with~~ the ~~assistance~~matter ofwill ~~its~~be ~~investment banking firm, actively engaged in seeking additional capital from various sources~~closed.

~~The Directive~~If ~~also~~compliance ~~prohibits~~with the ~~Bank~~Bid ~~from:~~Price ~~(1)~~Rule ~~paying~~cannot ~~interest~~be onestablished ~~deposits~~prior ~~in excess~~to ofSeptember ~~prescribed~~8, ~~limits; (2) accepting~~2010, ~~renewing or rolling over any brokered deposits; (3) allowing its average total assets during any calendar quarter to exceed its average total assets during~~ the ~~preceding calendar quarter; (4) making any capital distributions or dividend payments to the~~ Company’s orcommon ~~any~~stock ~~affiliate~~will ofbe ~~the~~subject ~~Bank or the Company; and (5) establishing or acquiring a new branch and requires the Bank~~ to ~~obtain~~delisting ~~the~~from ~~approval of~~ the ~~FDIC prior~~NASDAQ toCapital ~~relocating, selling or disposing of any existing branch~~Market. InThe ~~addition, the~~Company ~~Directive provides that the Bank~~ may ~~not pay any bonus to~~, ~~or increase the compensation of~~however, ~~any~~be ~~director~~eligible orfor ~~officer~~an ofadditional ~~the~~180-day ~~Bank~~grace ~~without~~period ~~the~~if ~~prior~~it ~~approval of~~satisfies the ~~FDIC,~~initial ~~and~~listing ~~the~~standards ~~Bank must comply~~ (with ~~Section~~the ~~23A~~exception of the ~~Federal~~Bid ~~Reserve Act~~Price ~~without~~Rule) ~~the exemption~~ for ~~transactions~~listing ~~with~~on ~~certain affiliated institutions. Lastly~~ the ~~Bank~~NASDAQ ~~may~~Capital ~~not~~Market. ~~enter~~The ~~into~~Company ~~any~~is ~~material~~evaluating ~~transaction,~~its ~~including~~options ~~any investment,~~following ~~expansion,~~receipt ~~acquisition, sale~~ of ~~assets or other similar transaction which would have a significant financial impact on~~ the ~~Bank~~notification ~~without~~and ~~prior approval~~intends ofto ~~the~~take ~~FDIC.~~appropriate ~~The~~actions ~~Bank~~in ~~was~~order ~~already substantially subject~~ to ~~each~~retain ~~of these prohibitions prior to~~ the ~~issuance~~listing of ~~the~~its ~~Directive,~~common ~~and~~stock ~~since~~on ~~last year, key components of~~ the ~~Bank’s~~NASDAQ ~~business~~Stock ~~strategy have included the reduction in its asset base and brokered deposits~~Market.

The ~~foregoing~~ ~~description~~Company ofissued ~~the~~a ~~Directive~~press isrelease ~~qualified~~on inMarch ~~its~~18, ~~entirety~~2010 ~~by reference~~that todisclosed ~~the~~its ~~full~~receipt ~~text~~ of ~~the~~this ~~Directive,~~notice afrom NASDAQ. A copy of ~~which~~the press release is attached hereto as Exhibit 99.1 ~~to this report~~ and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		~~Supervisory~~Press ~~Prompt~~release ~~Corrective Action Directive of the Federal Deposit Insurance Corporation~~ dated ~~February~~March 1918, 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: February 25, 2010	By:	/s/ Mark Garwood
Date: March 18, 2010		By:	/s/ Mark Garwood
		Mark Garwood
			Mark Garwood, Chief Executive Officer
		Chief Executive Officer
			(Principal Executive Officer)

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