Mail-Stop 4561
							March 19, 2007

Via facsimile and U.S. Mail
Mr. James W. Lokey
President and Chief Executive Officer
Mid-State Bancshares
P.O. Box 6002
Arroyo Grande, California 93421-6002

Re:    Mid-State Bancshares
                     Revised Preliminary Proxy Statement
	         File No. 000-23925
                     Filed March 14, 2007

Dear Mr. Lokey:

      We have limited our review of your filing to the following
comments. Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Preliminary Proxy
The Merger
Background of the Merger, page 10
1. Revise the last paragraph on page 11 to provide a basis for
Sandler O`Neill`s advice that, "no other company could acquire
Mid-
State on more favorable terms". In this regard, supplementally
advise
the staff as to any work performed by Sandler O`Neill on behalf of
the acquirer or any of its affiliates during the last three years.




Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.










	Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3419.


						Sincerely,


						Chris Windsor
						Special Counsel
						Financial Services Group



CC:	Via U.S. Mail and Fax: (805) 545-8599
	Ken Moore, Esq.
	Reitner Stuart & Moore
	1319 Marsh Street
	San Luis Obispo, California 93401
Mr. James W. Lokey
Mid-States Bancshares
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