FORM 4

      Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

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 1. Name and Address of Reporting Person *

(Last)            (First)              (Middle)

(Street)

(City)       (State)          (Zip)

 2. Issuer Name and Ticker
    or Trading Symbol

Mid-State Bancshares

MDST

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 (Month/Day/Year)

February 24, , 2003

 5. If Amendment, Date of
   Original (Month/Day/Year)

 6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

 X Director

      10% Owner

 X Officer (give title below)

      Other (specify below)

Executive Vice President/Chief Executive Officer

 7. Individual or Joint/Group
     Filing (Check Applicable Line)
 X Form filed by One Reporting Person
      Form filed by More than One Reporting Person

1. Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/
Year)

2A. Deemed Execution Date, if any (Month/Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

02/19/03

P

77.16170

A

$16.969567

15,404.839870

D/401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date
(Month/Day/
Year)

3A. Deemed Execution Date, if any (Month/Day/
Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)(1)

$14.00

02/09/01
(2)

02/09/10

Common Stock

35,710

21,426 Vested/Available for Exercise(3)

I

By Company

Non-Qualified Stock Option (right to buy)

$14.00

02/09/01
(2)

02/09/10

Common Stock

114,290

68,574 Vested/Available for Exercise(4)

I

By Company

Explanation of Responses:

(1)                                 150,000 shares granted as an ISO under the 1996 Stock Option Plan.  Due to the $100K limitation, remaining 114,290 shares were issued and treated as a non-qualified stock option.

(2)                                 Options vest 20% per year on the anniversary date of the grant for five (5) years at which time the option is 100% vested.  Optionee has another five (5) years from the five (5) year “100% vesting” anniversary date to exercise the shares in accordance with the terms and conditions of the 1996 Stock Option Plan.

(3)                                 An additional 7,142 shares vested on February 9, 2003 bringing the total number of vested shares available for exercise to 21,426 shares.

(4)                                 An additional 22,858 shares vested on February 9, 2003 bringing the total number of vested shares available for exercise to 68,574 shares.

** Signature of Reporting Person

Date