FORM 4 o 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	OMB APPROVAL
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	OMB APPROVAL
		OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . 0.5

1. Name and Address of Reporting Person * ~~Stathos~~Maguire, ~~James~~Stephen GP. (Last) (First) (Middle) 1026 East Grand Avenue (Street) Arroyo Grande, CA 93420 (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) January 2327, 2003 5. If Amendment, Date of Original (Month/Day/Year) N/A / N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) oX Director o 10% Owner ý Officer (give title below) o Other (specify below) ~~Executive Vice President/Chief Financial Officer~~ 7. Individual or Joint/Group Filing (Check Applicable Line) ýX Form filed by One Reporting Person o Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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	01/15/03		P		17.0456	A	$17.31	2,710.8905	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)

$5.3750

8/14/97 (1)

8/14/06

Common Stock

11,162

11,162 Vested/Available for Exercise

By Company

Non-Qualified Stock Option (right to buy)

$16.00

9/8/00 (1)

9/8/09

Common Stock

20,000

12,000 Vested/Available for Exercise

By Company

Incentive Stock Option (right to buy)

$15.50

8/12/99 (1)

8/12/08

Common Stock

20,000

16,000 Vested/Available for Exercise

By Company

Incentive Stock Option (right to buy) (2)

$17.9350

7/14/00 (1)

7/14/09

Common Stock

12,706

5,014 Vested/Available for Exercise

By Company

Non-Qualified Stock Option (right to buy)

$17.9350

7/14/00 (1)

7/14/09

Common Stock

37,294

24,986 Vested/Available for Exercise

By Company

Non-Qualified Stock Option (right to buy) (3)

$14.50

3/21/02 (1)

3/21/11

Common Stock

14,480

4,827 Vested/Available for Exercise

By Company

Incentive Stock Option (right to buy)

$14.50

3/21/02 (1)

3/21/11

Common Stock

9,658

0 Vested until 03/21/2004

By Company

Non-Qualified Stock Option (right to buy) (4)

$17.40

3/13/03 (1)

3/13/12

Common Stock

13,024

0 Vested until 03/13/2003

By Company

Incentive Stock Option (right to buy)

$17.40

3/13/03 (1)

3/13/12

Common Stock

7,564

0 Vested until 03/13/2005

By Company

Explanation of Responses: (1) 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~~Optinee 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. (2) 50,000 shares granted as an ISO under the 1996 Stock Option Plan. Due to the $100K limitation, 37,294 shares were issued and treated as a non-qualified stock option. (3) 24,138 shares granted as an ISO under the 1996 Stock Option Plan. Due to the $100K limitation, 14,480 shares were issued and treated as a non-qualified stock option, the remaining 9,658 shares granted were issued as an ISO. (4) 20,588 shares granted as an ISO under the 1996 Stock Option Plan. Due to the $100K limitation, 13,024 shares were issued and treated as a non-qualified stock option, the remaining 7,564 shares granted were issued as an ISO.

/s/ ~~James~~Stephen GP. ~~Stathos~~Maguire ** Signature of Reporting Person 01/2427/2003 Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

http://www.sec.gov/divisions/corpfin/forms/form4.htm

Last update: 09/05/2002

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