8-K

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)     December 1, 2004

MID-STATE BANCSHARES

(Exact Name of registrant as specified in its charter)

California	000-23925	77-0442667
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1026 East Grand Avenue, Arroyo Grande, CA	93420
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code      (805) 473-7700

N/A

(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:

oWritten communications Pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - Corporate Governance and Management

Item   5.02-Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On November 17, 2004,  the Board of Directors of Mid-State Bancshares,  after a thorough review, named George H. Andrews as a new director of the Company and its wholly owned subsidiary, Mid-State Bank & Trust, effective December 1, 2004.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 - Financial Statements and Exhibits.

(c)Exhibits

Exhibit No.	Description
99.1	Press Release announcing appointment of George H. Andrews to the Board dated December 2, 2004.

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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.

		Registrant:
		MID-STATE BANCSHARES
Date:	December 2, 2004	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

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EX-99.1

	Exhibit 99.1
	News Release
Date: December 2, 2004	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

George Andrews Appointed to Mid-State Bancshares’ Board of Directors

ARROYO GRANDE, CA — George H. Andrews has been appointed a director of Mid-State Bancshares (NASDAQ: MDST) and its wholly-owned subsidiary Mid-State Bank & Trust.  At their November meeting, the company’s board of directors approved Andrews’ appointment effective December 1, 2004.

                “We are pleased to welcome Mr. Andrews to the Board,” said Carrol Pruett, chairman.  “His knowledge of auditing and accounting standards and practices, his experience in working with a variety of companies in our marketplace, and his deep roots in the Central Coast will be great assets to the board.”

                Andrews is a certified public accountant and managing partner of Andrews Galloway & Associates, an accounting firm based in Santa Maria.  Andrews handles accounting, auditing, and estate and income tax planning for the firm’s clients, which include businesses and professionals involved in real estate, manufacturing, medicine, and agriculture.  He has practiced accounting for the firm for 27 years.

                Andrews earned a bachelor of science degree in accounting from Cal Poly San Luis Obispo.  Following graduation, he served as an accountant for the County of San Luis Obispo for five years.

Andrews is a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants.  He is also a member of the Santa Maria Elks and First Presbyterian Church of Grover Beach.

A lifelong resident of the Central Coast, Andrews’ paternal and maternal ancestors came to the area in the mid-1800s.  He is a descendent of J.P. Andrews, a banking pioneer in San Luis Obispo, and his family was among the original shareholders of Mid-State Bank when it was founded in 1961.

-more-

                Andrews joins Trudi Carey, Daryl Flood, H. Edward Heron, Robert Lagomarsino, James Lokey, Stephen Maguire, Michael Miner, Gregory Morris, Carrol Pruett, Alan Rains, and William Snelling on the board of directors.

                Mid-State Bancshares is a $2.3 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 41 offices serving more than 100,000 households.

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