As filed with the Securities and Exchange Commission on July 3, 2008.
Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MISSION COMMUNITY BANCORP

(Exact Name of Registrant as Specified in its Charter)

California				77-0559736
(State or Other Jurisdiction of				(I.R.S. Employer
Incorporation or Organization)				Identification No.)

581 Higuera Street

San Luis Obispo, California 93401

(805) 782-5000

(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant’s Principal Executive Offices)

2008 STOCK INCENTIVE PLAN

(Full Title of the Plan)

Anita M. Robinson

President and Chief Executive Officer

Mission Community Bancorp

581 Higuera Street

San Luis Obispo, California 93401

(805) 782-5000

(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)

With a copy to:

Madge Beletsky, Esq.
King, Holmes, Paterno & Berliner, LLP
1900 Avenue of the Stars
25th Floor

Los Angeles, California 90067
(310) 282-8911; (310) 282-8903 (fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 125.2 of the Exchange Act (Check one):

Large Accelerated Filer	o	Accelerated Filer	o

Non-Accelerated Filer	o	Smaller Reporting Company	x

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock	205,756	$	12.50	$	2,571,950	$	101.08

(1) Based solely on the number of shares of common stock, without par value per share, of Mission Community Bancorp (the “Registrant”) reserved for issuance upon exercise of options granted or to be granted pursuant to the 2008 Stock Incentive Plan (the “Plan”). In addition to such shares, this Registration Statement covers an undetermined number of shares of common stock of the Registrant that, by reason of certain events specified in the Plan, may become issuable upon exercise of options through the application of certain anti-dilution provisions.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), pursuant to which a total of 205,756 shares of the Registrant’s common stock that may be acquired upon exercise of options granted or to be granted are deemed to be offered at $12.50 per share, the average of the bid and asked prices of the Registrant’s common stock as reported by the OTC Bulletin Board on June 30, 2008.

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information

Not required to be filed with the Securities and Exchange Commission.

Item 2. Registrant Information and Employee Plan Annual Information

Not required to be filed with the Securities and Exchange Commission.

Note: The documents containing the information specified in Part I of this Form S-8 Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1). Such documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents and information heretofore filed with the Commission by the Registrant are incorporated by reference in this registration statement:

1. The Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2007.

2. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the end of the fiscal quarter ended March 31, 2008 and prior to the date of the termination of the offering of the Common Stock offered hereby shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated be reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

The Registrant will provide without charge to each person to whom a Prospectus is delivered, upon request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written requests should be directed to Ron Pigeon, Executive Vice President and Chief Financial Officer, 581 Higuera Street, San Luis Obispo, California 93401. Telephone requests may be directed to (805) 782-5000.

Item 4. Description of Securities

The Registrant is authorized to issue ten million (10,000,000) shares of common stock, without par value, and ten million shares of preferred stock, without par value. A description of the Registrant’s common stock is set forth below.

Voting Right. All voting rights are vested in the holders of the Registrant’s common stock. The Registrant’s shareholders have cumulative voting rights for the election of directors. This means that if the candidates’ names have been placed in nomination prior to the commencement of voting and a shareholder has given notice prior to the commencement of voting of the shareholder’s intention to cumulate votes, then a shareholder has the right to vote the number of shares owned by him or her for as many candidates as there are directors to be elected, or to cumulate his or her shares and give one candidate as many votes as the number of directors multiplied by the number of shares owned shall equal, or to distribute them on the same principle among as many candidates as he or she deems appropriate.

Each share has the same rights, preferences and privileges as every other share. Each shareholder is entitled to one vote per share on any issue requiring a vote at any meeting (except as described above in connection with the election of directors), and will be entitled to participate in any liquidation, dissolution, or winding up on the basis of his or her pro rata share holdings.

Dividends. As a bank holding company that currently has no significant assets other than its equity interest in its wholly-owned subsidiary, Mission Community Bank, the Registrant’s ability to declare dividends depends primarily upon dividends it receives from Mission Community Bank. The dividend practice of Mission Community Bank, like the Registrant’s dividend practice, will depend upon its earnings, financial position, current and anticipated cash requirements and other factors deemed relevant by the Mission Community Bank’s Board of Directors at the time.

As a California state-chartered bank, the ability of Mission Community Bank to pay dividends is subject to restrictions set forth in the California Financial Code. Under the Financial Code, Mission Community Bank is allowed to declare a cash dividend out of its net profits up to the lesser of its retained earnings or its net income for the last three fiscal years (less any distributions made to shareholders during such period), or, with the prior written approval of the Department of Financial Institutions in an amount not exceeding the greatest of (i) its retained earnings, (ii) its net income for its last fiscal year, or (iii) its net income for its current fiscal year.

The Registrant’s ability to pay dividends is also limited by state corporation law. The California General Corporation Law prohibits the Registrant from paying dividends on its common stock unless: (i) its retained earnings, immediately prior to the dividend payment, equals or exceeds the amount of the dividend, or (ii) immediately after giving effect to the dividend the sum of the Registrant’s assets (exclusive of goodwill and deferred charges) would be at least equal to 125% of its liabilities and the current assets of the Registrant would be at least equal to its current liabilities, or, if the average of its earnings before taxes on income and before interest expense of the two preceding fiscal years was less than the average of its interest expense of the two preceding fiscal years, at least equal to 125% of its current liabilities.

The Registrant has issued and outstanding $3,093,000 of junior subordinated debt securities due October 2033. The indenture pursuant to which these debt securities were issued provides that we must make interest payments on the debentures before any dividends can be paid on its capital stock and in the event of its bankruptcy, dissolution or liquidation, the holder of the debt securities must be paid in full before any distributions may be made to the holders of its capital stock. In addition, the Registrant has the right to defer interest payments on the junior subordinated debt securities for up to five years, during which time no dividends may be paid to holders of its capital stock.

Shareholders are entitled to receive dividends only when and if declared by the Registrant’s Board of Directors. No assurance can be given that the Registrant’s earnings will permit the payment of dividends of any kind in the future. The future dividend policy of the Registrant will be subject to the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, financial condition, liquidity, and general business conditions.

Miscellaneous. The Registrant’s common stock has no conversion or redemption rights or sinking fund provisions applicable to it. Its common stock does not have preemptive rights; therefore, future shares of common stock may be offered to the investing public or to existing shareholders, in the discretion of its Board of Directors,

and existing shareholders will not have the right to maintain their current percentage ownership in the Registrant’s common stock.

Item 5. Interest of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Item 24. “Indemnification of Directors and Officers” of Part II of Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form SB-2 as filed with the Securities and Exchange Commission on July 24, 2007, including all amendments or reports filed for the purpose of updating such information, is hereby incorporated by reference in this registration statement.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit Number		Description

4.1		2008 Stock Incentive Plan (1)

5		Opinion of King, Holmes, Paterno & Berliner

23.1		Consent of King, Holmes, Paterno & Berliner (included in Exhibit 5)

23.2		Consent of Vavrinek, Trine, Day & Co., LLP

24		Power of attorney for any subsequent amendments (located on the signature page of this Registration Statement)

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(1) Incorporated by reference to Exhibit 10.19 in the Registrant’s Form 10-Q for the quarter ended March 31, 2008.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant:

(iii) The portion of any other free writing prospectus relating to the offering containing material information abut the undersigned registrant or its securities provided by or on behalf the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b) the undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection which the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of San Luis Obispo, State of California, on July 3, 2008.

	MISSION COMMUNITY BANCORP

	/s/ Anita M. Robinson
	By:	Anita M. Robinson
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anita M. Robinson and Ronald B. Pigeon, and each of them, as his attorney-in-fact, with full power of substitution in each, for him or her in any and all capacities, to sign any amendments to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Anita M. Robinson	President, Chief Executive	July 3, 2008
Anita M. Robinson	Officer and Director

/s/ Ronald B. Pigeon	Executive Vice President	July 3, 2008
Ronald B. Pigeon	and Chief Financial Officer

/s/ William B. Coy	Chairman of the Board	July 3, 2008
William B. Coy

	Vice Chairman of the Board,	, 2008
Roxanne M. Carr	Director

/s/ Bruce M. Breault	Director	July 3, 2008
Bruce M. Breault

/s/ Richard Korsgaard	Director	July 3, 2008
Richard Korsgaard

	Director	, 2008
Robin L. Rossi

	Director	, 2008
Gary E. Stemper

/s/ Brooks W. Wise	Director	July 3, 2008
Brooks W. Wise

/s/ Karl F. Wittstrom	Director	July 3, 2008
Karl F. Wittstrom

	Very truly yours,


	/s/ King, Holmes, Paterno & Berliner, LLP

	King, Holmes, Paterno & Berliner, LLP

/s/ Vavrinek, Trine, Day & Co., LLP
Vavrinek, Trine, Day & Co., LLP

Laguna Hills, California
July 3, 2008