8-K

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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 of Report (Date of earliest event reported): May 15, 2002

MID-STATE BANCSHARES
(Name of Small Business Issuer in its Charter)

California
(State or Other Jurisdiction of
Incorporation or Organization) 000-23925
(File Number) 77-0442667
(I.R.S. Employer Identification No.)

1026 Grand Ave., Arroyo Grande, CA
(Address of Principal Executive Offices)
93420
(Zip Code)

Registrant's Telephone Number, including area code: (805) 473-7700

Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

        On May 14, 2002, Mid-State Bancshares (the "Company") terminated the engagement with Arthur Andersen, LLP ("Andersen") as its independent auditor. The decision to terminate the engagement with Andersen was made by the Audit Committee of the Company.

        Andersen's report on the financial statements of the Company for each of the years ended December 31, 2000 and December 31, 2001 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

        During the years ended December 31, 2000 and December 31, 2001 and the interim period between December 31, 2001 and May 14, 2002, there were no disagreements between the Company and Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Andersen, would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the same periods, there were no reportable events (as defined in Item 304(a) (1) (v) of Regulation S-K promulgated by the Securities and Exchange Commission). A letter from Andersen is attached as Exhibit 16.1 to this Report.

        The Company is considering several public accounting firms to replace Andersen.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

c.

Exhibits:

        16.1    Letter from Arthur Andersen, LLP

        99.1    Press Release

2

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.

Date: May 15, 2002	MID-STATE BANCSHARES
	By:	/s/  JAMES W. LOKEY James W. Lokey President Chief Executive Officer
	By:	/s/  JAMES G. STATHOS James G. Stathos Executive Vice President Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
16.1	Letter from Arthur Andersen, LLP
99.1	Press Release

4

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SIGNATURES
EXHIBIT INDEX

EX-16.1

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EXHIBIT 16.1

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

May 15, 2002

Dear Sir/Madam:

We have read the first three paragraphs of Item 4 included in the Form 8-K dated May 15, 2002 of Mid-State Bancshares to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,

/s/  ARTHUR ANDERSEN, LLP Arthur Andersen, LLP

cc: Mr. James G. Stathos, Mid-State Bancshares

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EXHIBIT 16.1

EX-99.1

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EXHIBIT 99.1

[LOGO OF MID-STATE BANCSHARES]

News Release

Date: May 15, 2002	Phone Number: 805/473-6803
Contact: James G. Stathos	NASDAQ Symbol: MDST
Title: Executive Vice President and Chief Financial Officer	Web site: www.midstatebank.com

Mid-State Bancshares to Appoint New Independent Public Accountant

ARROYO GRANDE, CA—Mid-State Bancshares (Nasdaq: MDST) announced today that it will select a new independent public accountant for 2002 to replace Arthur Andersen LLP, the company's former accounting firm.

        "The decision to change auditors was not the result of any disagreement between Mid-State Bancshares and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures. The audit work performed by the Andersen team assigned to us has always been exemplary and we value the relationship we have had with their firm for the last 25 years," said Chairman Carrol Pruett. "However, because of Andersen's recent difficulties, our Audit Committee has decided that we will not retain their services in 2002."

        Mid-State Bancshares is reviewing several public accounting firms to provide the audit services to the Company and will announce the new firm once that process is complete.

        Mid-State Bancshares is a $1.85 billion holding company for Mid-State Bank & Trust, an independent, community bank serving California's San Luis Obispo, Santa Barbara, and Ventura Counties. Since opening its doors in 1961, the Bank has grown to 39 offices serving over 115,000 customers.

        This Press Release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act. All of the statements contained in the Press Release, other than statements of historical fact, should be considered forward-looking statements, including, but not limited to, those concerning (i) the Bank's strategies, objectives and plans for expansion of its operations, products and services, and growth of its portfolio of loans, investments and deposits, (ii) the Bank's beliefs and expectations regarding actions that may be taken by regulatory authorities having oversight of the operation, (iii) the Bank's beliefs as to the adequacy of its existing and anticipated allowances for loan and real estate losses and (iv) the Bank's beliefs and expectations concerning future operating results. Although the Bank believes the expectations reflected in those forward-looking statements are reasonable, it can give no assurance that those expectations will prove to have been correct. All subsequent written and oral forward-looking statements by or attributable to the Bank or persons acting on its behalf are expressly qualified in their entirety by this qualification. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not intended to give any assurance as to future results. The Bank undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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EXHIBIT 99.1

Mid-State Bancshares to Appoint New Independent Public Accountant