SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

STATHOS JAMES G

(Last)

(First)

(Middle)

1026 EAST GRAND AVENUE

(Street)

ARROYO GRANDE

93420

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MID-STATE BANCSHARES [ MDST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec Vice President/CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2004

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	$17.1⁽²⁾	02/19/2004		J⁽³⁾		5,019⁽⁴⁾		02/19/2004	02/19/2013	Common Stock⁽¹⁾	19,187⁽⁷⁾	$17.1⁽²⁾	5,019⁽⁴⁾	I	By Company⁽⁵⁾
Common Stock⁽¹⁾	$17.1⁽²⁾	02/19/2004		J⁽³⁾		376⁽⁴⁾		02/19/2004	02/19/2013	Common Stock⁽¹⁾	7,791⁽⁶⁾	$17.1⁽²⁾	376⁽⁴⁾	I	By Company⁽⁵⁾
Common Stock⁽⁸⁾	$24.64⁽⁹⁾	02/18/2004		J⁽³⁾		0⁽¹⁰⁾		02/18/2005	02/18/2014	Common Stock⁽⁸⁾	14,959⁽⁷⁾	$24.64⁽⁹⁾	0	I	By Company⁽¹¹⁾
Common Stock⁽⁸⁾	$24.64⁽⁹⁾	02/18/2004		J⁽³⁾		0⁽¹⁰⁾		02/18/2005	02/18/2014	Common Stock⁽⁸⁾	4,132⁽⁶⁾	$24.64⁽⁹⁾	0	I	By Company⁽¹¹⁾

Explanation of Responses:

1. 26,978 shares granted as an ISO under the 1996 Stock Option Plan. Due to the $100K limitation, 19,187 shares were issued and treated as a non-qualified stock option, the remaining 7,791 shares were issued and treated as an ISO.

2. Shares granted at closing market value for MDST as of February 19, 2003.

3. Under the terms of the Company's 1996 Stock Option Plan, this grant vests 20% per year on the anniversary date of the grant for five (5) years at which time the option becomes 100% vested. Optionee has another five (5) years from the 100% vesting anniversary date to exercise the shares in accordance with the terms and conditions of the Company's Plan. No shares under this stock option grant have been exercised by Mr. Stathos to date.

4. Shares vested and now available for exercise by Mr. Stathos under this grant.

5. Shares granted to Mr. Stathos by the Company on February 19, 2003. To date, no shares have been exercised by Mr. Stathos for this grant.

6. Shares issued and treated as an ISO grant.

7. Shares issued as an ISO but due to the $100K limitation, shares over the limite were issued and treated as a Non-Qualified grant.

8. 19,091 shares granted as an ISO under the 1996 Stock Option Plan. Due to the $100K limitation, 14,959 shares were issued and treated as a non-qualified stock option, the remaining 4,132 shares were issued and treated as an ISO.

9. Shares granted at closing market value for MDST as of February 18, 2004.

10. Newly issued grant, vesting begins at 20% per year after the first year. No shares currently available for exercise under this grant.

11. Shares granted to Mr. Stathos by the Company on February 18, 2004. No shares available for exercise until one year after the grant date.

	James G. Stathos	03/01/2004
	** Signature of Reporting Person	Date
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