10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark one)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-52165

SAN JOAQUIN BANCORP
(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	20-5002515 (I.R.S. Employer Identification No.)
1000 Truxtun Ave, Bakersfield, California	93301
(Address of principal executive offices)	(Zip Code)

(661) 281-0360
(Registrant’s telephone number, including area code)

Common Stock (no par value)
(Securities registered pursuant to section 12(g) of the Act)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þNo ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨No þ

The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and average ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $70,277,302. Shares of Common Stock held by each executive officer and director of the registrant have been excluded, in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of Common Stock was 3,936,529 as of March 11, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement relating to the registrant’s Annual Meeting of Shareholders, to be held May 26, 2009, are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III to the extent described therein.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 16, 2009. This Amendment is being filed solely to correct an inadvertent error in Item 6, “Selected Financial Data” and to include information about the Company’s executive officers and code of ethics in Item 10, “Directors, Executive Officers and Corporate Governance”, which was inadvertently omitted.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

This Amendment No. 1 on Form 10-K/A does not modify or update the disclosures set forth in the Original Filing, including the financial statements and notes to the financial statements set forth in the 2008 Form 10-K, other than as described above.

PART II

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected financial information, including share and per share information. The selected financial and other data as of and for the five years ended December 31, 2008 is derived in part from the audited Consolidated Financial Statements of the Company presented elsewhere in this annual report on Form 10-K. The selected financial data set forth below should be read in conjunction with, and is qualified in its entirety by, the Consolidated Financial Statements of the Company, including the related notes included elsewhere herein.

			At December 31,
(data in thousands, except per share data)	2008	2007	2006	2005	2004
Total Assets	$ 936,008	$ 868,728	$ 748,930	$ 627,098	$ 496,746
Cash & Due from banks	31,607	26,209	31,869	24,355	24,082
Federal Funds Sold	520	-	4,250	1,700	-
Securities available-for-sale	6,335	6,433	7,072	2,428	2,494
Securities held-to-maturity	89,177	106,858	140,822	167,636	122,912
Total Loans, gross	774,512	700,068	537,761	408,950	326,879
Allowance for loan losses	15,537	9,268	8,409	7,003	5,487
Deferred loan fees	1,514	1,610	1,353	1,550	1,023
Investment in real estate	513	577	643	710	686
Total deposits	767,458	716,073	642,654	575,533	442,976
Federal funds purchased and securities sold
under agreements to repurchase	-	-	-	-	8,663
FHLB Advances	48,400	61,800	32,200	-	-
Long-term debt and other borrowings	17,076	17,087	17,098	6,797	6,805
Total shareholders' equity	56,372	55,428	45,866	39,192	33,110
Selected Statement of Operations Data:	2008	2007	2006	2005	2004
Interest income	$ 51,491	$ 55,657	46,528	32,269	22,055
Interest expense	18,211	25,312	17,828	9,046	3,615
Net interest income before
provision for loan losses	33,280	30,345	28,700	23,223	18,440
Provision for loan losses	16,644	900	1,730	1,200	1,200
Net interest income after
provision for loan losses	16,636	29,445	26,970	22,023	17,240
Noninterest income	3,482	3,128	3,075	2,711	3,070
Noninterest expense	17,484	16,222	15,205	13,368	11,427
Income before taxes	2,634	16,351	14,840	11,366	8,883
Income tax expense	165	6,933	6,366	4,742	3,475
Net income	2,469	9,418	$ 8,474	$ 6,624	$ 5,408
Share Data:	2008	2007	2006	2005	2004
Net income per share (basic) (1)	$ 0.63	$ 2.43	$ 2.22	$ 1.76	$ 1.45
Net income per share (diluted) (1)	$ 0.61	$ 2.31	$ 2.08	$ 1.65	$ 1.36
Book Value per share (1)(2)	$ 14.32	$ 14.25	$ 11.96	$ 10.37	$ 8.86
Cash dividend per share (1)	$ 0.27	$ 0.25	$ 0.22	$ 0.20	$ 0.18
Weighted average common shares outstanding (1)	3,929,879	3,207,021	3,159,819	3,110,345	3,079,877
Period end shares outstanding (1)	3,936,529	3,214,838	3,169,293	3,123,542	3,087,395

1)	Reflects the effect of the 10% stock dividend paid on March 17, 2008.
2)	Shareholders' equity divided by shares outstanding

1

			At December 31,
Key Operating Ratios:	2008	2007	2006	2005	2004
Performance ratios:
Return on Average Equity (1)	4.21%	18.76%	19.48%	18.43%	17.69%
Return on Average Assets (2)	0.28%	1.21%	1.26%	1.18%	1.17%
Net interest spread (3)	3.38%	3.12%	3.47%	3.70%	4.06%
Net interest margin (4)	4.01%	4.20%	4.60%	4.51%	4.43%
Efficiency ratio (5)	47.56%	48.46%	47.85%	51.55%	53.12%
Net loans (6) to total deposits	98.70%	96.25%	82.16%	69.57%	72.32%
Dividend payout ratio (7)	42.86%	10.11%	9.84%	11.34%	12.50%
Average shareholders' equity to
average total assets	6.60%	6.45%	6.45%	6.41%	6.64%
Asset Quality Ratios:
Nonperforming and restructured loans
to total loans (8)	5.76%	0.73%	0.03%	0.18%	0.63%
Nonperforming and restructured assets
to total loans and OREO (9)	5.76%	0.73%	0.15%	0.35%	0.84%
Net charge-offs to average total loans	1.41%	0.01%	0.07%	0.17%	0.17%
Allowance for loan losses to total loans	2.01%	1.33%	1.57%	1.72%	1.68%
Allowance for loan losses to
nonperforming and restructured loans	34.89%	182.87%	5496.08%	963.27%	267.53%
Capital Ratios:
Tier 1 capital to adjusted total assets	7.68%	8.05%	8.24%	6.44%	6.66%
Tier 1 capital to total risk weighted assets	8.27%	8.49%	9.16%	8.03%	8.68%
Total capital to total risk weighted assets	10.25%	10.43%	11.37%	10.51%	11.50%

1)	Net income divided by average shareholders' equity.
2)	Net income divided by average assets.
3)	Dollar weighted average interest income yield less dollar weighted average interest expense rate.
4)	Net interest income divided by average interest-earning assets.
5)	Noninterest expense as a percentage of the sum of net interest income before provision for loan losses and noninterest income excluding securities gains and losses.
6)	Total gross loans less the allowance for loan losses, deferred fees and related costs.
7)	Dividends declared per share as a percentage of net income per share.
8)	Nonperforming loans consist of nonaccrual loans and loans past due 90 days or more and still accruing.
9)	Nonperforming assets consist of nonperforming and restructured loans and other real estate owned (OREO).

2

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our Directors is incorporated by reference from the information contained under the captions “Board of Directors and Committees” and “Proposal 1 – Election of Directors” in our Proxy Statement for the 2009 Annual Meeting. Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the discussion under the heading Section 16(a) Beneficial Ownership Reporting Compliance in our Proxy Statement for the 2009 Annual Meeting. Our Proxy Statement for the 2009 Annual Meeting will be filed pursuant to Regulation 14A of the Exchange Act.

Executive Officers

The executive officers of San Joaquin Bancorp and San Joaquin Bank serve at the pleasure of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of Shareholders. It is anticipated that each of the executive officers listed below will be reappointed to serve in such capacities at that meeting.

Name of Executive Bruce Maclin	Position Mr. Maclin, age 67, has served as the Chairman of the Board of Directors and Chief Executive Officer of Bancorp since 2006. He has been the Chairman of the Board of the Bank since 1980 and has served in an executive capacity since 1995. Mr. Maclin graduated from University of California at Berkeley (A.B. 1964) and the University of California at Berkeley School of Law (Boalt Hall) (J.D. 1967).
Bart Hill	Mr. Hill, age 59, has served as a Director and the President of Bancorp since 2006. He has been the Bank’s President and Chief Executive Officer and served as a member of the Bank’s Board of Directors since 1987. Mr. Hill earned a B.A. in Economics at University of California, Santa Barbara, and an M.S. in Agriculture Economics at University of California, Davis. Mr. Hill serves as a member of the board of directors of The Bakersfield Californian.
Stephen M. Annis	Mr. Annis, age 61, has been the Executive Vice President, Chief Financial Officer and Corporate Secretary of Bancorp since 2006. He has been employed by the Bank since 1986 and currently serves as the Bank’s Executive Vice President, Chief Financial Officer and Corporate Secretary. Mr. Annis graduated Magna Cum Laude from Pepperdine University, earning a Bachelor’s degree in Administrative Science and Master’s degree in Business Administration. Mr. Annis also holds a California Community College Instructor’s Credential in Business and Industrial Management. In June 2001, Mr. Annis was awarded the Certified Risk Professional (CRP) designation conferred by The Bank Administration Institute.
John Ivy	Mr. Ivy, age 63, has been employed by the Bank since 1982 and currently serves as the Bank’s Executive Vice President and Chief Credit Officer. Mr. Ivy received his B.A. in Economics from University of California, Los Angeles.

The Bancorp has adopted a Code of Ethics (as defined in Item 406 of Regulation S-K of the Securities Act of 1933) that is applicable to its senior financial officers including its chief executive officer, chief financial officer, and principal accounting officer. This Code of Ethics has been filed as Exhibit 14.1 to this Annual Report on Form 10-K.

3

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	The following documents are filed as part of this Annual Report on Form 10-K:
	(1)	Financial Statements. See index to financial statements in Item 8.
	(2)	Financial Statement Schedules. All financial statement schedules as required by Item 8 and Item 15(d) of Form 10-K have been omitted because the information requested is either not applicable or has been included in the Consolidated Financial Statements or notes thereto.
	(3)	Exhibits. The exhibits listed under Item 15(b) hereof are filed or furnished with, or incorporated by reference into, this Annual Report on Form 10-K.
(b)	Exhibits

Exhibit
Number	Description of Exhibit

2.1	Agreement and Plan of Reorganization dated May 9, 2006. (Incorporated by reference from exhibit 2.1 filed with Form 10-K filed on March 16, 2007).
3.1	Articles of Incorporation of the Registrant. (Incorporated by reference from exhibit 3.1 filed with Form 8-K 12(g)3 filed on August 4, 2006).
3.2	Bylaws of the Registrant (Incorporated by reference from exhibit 3.2 filed with Form 8-K 12(g)3 filed on August 4, 2006).
3.2(a)	First Amendment of the Bylaws of the Registrant dated November 21, 2006. (Incorporated by reference from exhibit 3.2(a) filed with Form 10-K filed on March 16, 2007)

4.1	Specimen Common Stock Certificate of the Registrant. (Incorporated by reference from exhibit 4.1 filed with Form 8-K 12(g)3 filed on August 4, 2006).
4.2	Indenture, dated as of September 1, 2006, between San Joaquin Bancorp and Wilmington Trust Company, as Trustee (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on September 6, 2006)
4.3	Instruments defining the rights of Security Holders, Including Indentures. Pursuant to Securities and Exchange Commission Reg. §229.601(b)(4)(iii)(A), the Registrant agrees to furnish a copy of the following instruments to the Securities and Exchange Commission upon request:
	(i)	Purchase Agreement by and between Registrant and NBC Capital Markets Group, Inc., dated April 5, 2004;
	(ii)	Indenture by and between Registrant and Wilmington Trust Company, as trustee, dated April 5, 2004;
	(iii)	First supplemental indenture dated July 28, 2006 to the indenture dated as of April 5, 2004, between San Joaquin Bank and Wilmington Trust Company, as trustee; and
	(iv)	Form of $6,000,000 Floating Rate Subordinated Note due 2019 dated April 5, 2004.

10.1*	San Joaquin Bancorp 2008 Stock Incentive Plan (incorporated herein by reference to Appendix C of
the Registrant’s Definitive Proxy Statement on Schedule 14A, filed April 16, 2008)
10.2*	San Joaquin Bancorp Stock Option Plan. (Incorporated by reference from exhibit 10.1 filed with Form
	10-K filed on March 16, 2007)

4

Exhibit
Number	Description of Exhibit
10.3*	San Joaquin Bancorp 1999 Stock Incentive Plan. (Incorporated by reference from exhibit 10.2 filed
	with Form 10-K filed on March 16, 2007)
10.4*	First amendment to the San Joaquin Bancorp 1999 Stock Incentive Plan. (Incorporated by reference
	from exhibit 10.3 filed with Form 10-K filed on March 16, 2007)
10.5*	Amended and Restated Executive Salary Continuation Agreement dated June 18, 2004
	between San Joaquin Bank and Bruce Maclin (Incorporated by reference from exhibit 99.11
	filed with Form 8-K 12(g)3 filed on August 4, 2006).
10.5(a)*	First Amendment to Amended and Restated Executive Salary Continuation Agreement dated December 19, 2006 between San Joaquin Bancorp and Bruce Maclin. (Incorporated by reference from exhibit 10.6(a) filed with Form 10-K filed on March 16, 2007)
10.5(b)*	Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 29, 2008 between San Joaquin Bancorp and Bruce Maclin.
10.6*	Amended and Restated Executive Salary Continuation Agreement dated June 18, 2004
	between San Joaquin Bank and Bart Hill (Incorporated by reference from exhibit 99.12 filed
	with Form 8-K 12(g)3 filed on August 4, 2006).
10.6(a)*	First Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 19, 2006 between San Joaquin Bancorp and Bart Hill. (Incorporated by reference from
	exhibit 10.7(a) filed with Form 10-K filed on March 16, 2007)
10.6(b)*	Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 29, 2008 between San Joaquin Bancorp and Bart Hill
10.7*	Amended and Restated Executive Salary Continuation Agreement dated June 13, 2003
	between San Joaquin Bank and Stephen Annis (Incorporated by reference from exhibit 99.13
	filed with Form 8-K 12(g)3 filed on August 4, 2006).
10.9(a)*	First Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 19, 2006 between San Joaquin Bancorp and Stephen Annis. (Incorporated by reference from
	exhibit 10.8(a) filed with Form 10-K filed on March 16, 2007)
10.7(b)*	Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	January 25, 2007 between San Joaquin Bancorp and Stephen Annis. (Incorporated by reference from
	exhibit 10.8(b) filed with Form 10-K filed on March 16, 2007)
10.7(c)*	Third Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 30, 2008 between San Joaquin Bancorp and Stephen Annis.
10.8*	Amended and Restated Executive Salary Continuation Agreement dated June 11, 2003
	between San Joaquin Bank and John W. Ivy (Incorporated by reference from exhibit 99.14
	filed with Form 8-K 12(g)3 filed on August 4, 2006).
10.8(a)*	First Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 19, 2006 between San Joaquin Bancorp and John Ivy. (Incorporated by reference from
	exhibit 10.9(a) filed with Form 10-K filed on March 16, 2007)

5

Exhibit
Number	Description of Exhibit
10.8(b)*	Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated January 25, 2007 between San Joaquin Bancorp and John Ivy. (Incorporated by reference from exhibit 10.9(b) filed with Form 10-K filed on March 16, 2007)
10.8(c)*	Third Amendment to Amended and Restated Executive Salary Continuation Agreement dated
	December 30, 2008 between San Joaquin Bancorp and John Ivy.
10.9*	Change in Control Agreement dated January 28, 1999 between San Joaquin Bank and Bruce
	Maclin (Incorporated by reference from exhibit 99.15 filed with Form 8-K 12(g)3 filed on
	August 4, 2006).
10.9(a)*	First Amendment to Change in Control Agreement dated June 7, 2001 between San Joaquin
	Bank and Bruce Maclin (Incorporated by reference from exhibit 99.16 filed with Form 8-
	K12(g)3 filed on August 4, 2006).
10.9(b)*	Second Amendment to Change in Control Agreement dated April 30, 2003 between San
	Joaquin Bank and Bruce Maclin (Incorporated by reference from exhibit 99.17 filed with
	Form 8-K 12(g)3 filed on August 4, 2006).
10.10*	Change in Control Agreement dated January 28, 1999 between San Joaquin Bank and Bart
Hill (Incorporated by reference from exhibit 99.18 filed with Form 8-K 12(g)3 filed on
	August 4, 2006).
10.10(a)*	First Amendment to Change in Control Agreement dated June 7, 2001 between San Joaquin
	Bank and Bart Hill (Incorporated by reference from exhibit 99.19 filed with Form 8-K 12(g)3
	filed on August 4, 2006).
10.10(b)*	Second Amendment to Change in Control Agreement dated April 30, 2003 between San
	Joaquin Bank and Bart Hill (Incorporated by reference from exhibit 99.20 filed with Form 8-
	K12(g)3 filed on August 4, 2006).
10.11*	Change in Control Agreement dated June 7, 2001 between San Joaquin Bank and Stephen Annis (Incorporated by reference from exhibit 99. 12 filed with Form 8-K 12(g)3 filed on August 4, 2006).
10.11(a)*	First Amendment to Change in Control Agreement dated April 30, 2003 between San Joaquin
	Bank and Stephen Annis (Incorporated by reference from exhibit 99.22 filed with Form 8-
	K12(g)3 filed on August 4, 2006)
10.12*	Change in Control Agreement dated June 7, 2001 between San Joaquin Bank and John W. Ivy
	(Incorporated by reference from exhibit 99.23 filed with Form 8-K 12(g)3 filed on August 4,
	2006).
10.12(a)*	First Amendment to Change in Control Agreement dated April 30, 2003 between San Joaquin
	Bank and John W. Ivy (Incorporated by reference from exhibit 99.24 filed with Form 8-
	K 12(g)3 filed on August 4, 2006).
10.13*	Statement relating to the payment of club dues for Executive Officers. (Incorporated by
	reference from exhibit 99.29 filed with Form 8-K 12(g)3 filed on August 4, 2006).
10.14*	Statement relating to the travel and entertainment allowance for Bruce Maclin and Bart Hill.
10.15*	Agreement dated December 19, 2008 between San Joaquin bank and Melvin D. Atkinson.
	(Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on December 23, 2008)

6

Exhibit
Number	Description of Exhibit
10.16	Agreement dated October 22, 2005 between San Joaquin Bank and Continental Stock Transfer and Trust Company regarding the appointment of Continental Stock Transfer and Trust Company as the Bank's transfer agent. (Incorporated by reference from exhibit 99.27 filed with Form 8-K 12(g)3 filed on August 4, 2006).
10.17	Guarantee Agreement, dated as of September 1, 2006, between San Joaquin Bancorp, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee (Incorporated by reference from exhibit 10.2 filed with Form 8-K filed on September 6, 2006).
10.18	Amended and Restated Declaration of Trust of San Joaquin Bancorp Trust #1, dated as of September 1, 2006. (Incorporated by reference from exhibit 10.3 filed with Form 8-K filed on September 6, 2006)
10.19	Purchase Agreement dated December 21, 2006 between San Joaquin Bancorp and The David R. Wilson Revocable Trust Dated January 26, 1994 (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on March 12, 2007)
10.20	Purchase Agreement dated August 22, 2007 between Farmersville Village Grove Associates and Pacific West Communities, Inc. (Incorporated by reference from exhibit 10.1 filed with Form 10-Q filed on November 9, 2007)
11.1	Statement re computation of per share earnings (Incorporated by reference from Note 1 and Note 15 to the Consolidated Financial Statements).
12.1	Statements re computation of ratios (Incorporated by reference from Item 8).
14.1	Code of Ethics. (Incorporated by reference from exhibit 14.1 filed with Form 10-K filed on March 16, 2007)
21.1	List of Registrant’s Subsidiaries.
23.1	Consent of Brown Armstrong Accountancy Corporation with respect to financial statements of the Registrant.
24.1	Power of Attorney (included on signature page).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) (17CFR 240.13a-14(a)) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) (17CFR 240.13a-14(a)) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract, compensatory plan, or arrangement.

 The Company will furnish to shareholders a copy of any exhibit listed above, but not contained herein, upon written request to:

San Joaquin Bancorp
Corporate Secretary
1000 Truxtun Avenue
Bakersfield, California 93301.


(c) See Item 15(a)(2) above.

7

SIGNATURES

Pursuant to the requirements of sections 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 24, 2009
    SAN JOAQUIN BANCORP

By: /S/ BRUCE MACLIN
Chief Executive Officer

8

EX-31

Exhibit 31.1

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce Maclin, certify that:

1.	I have reviewed this annual report on Form 10-K/A of San Joaquin Bancorp;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 24, 2009

/s/ Bruce Maclin
Bruce Maclin
Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen M. Annis, certify that:

1.	I have reviewed this annual report on Form 10-K/A of San Joaquin Bancorp;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 24, 2009

/s/ Stephen M. Annis
Stephen M. Annis
Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

     18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of San Joaquin Bancorp (the “Company”) on Form 10-K/A for the year ended December 31, 2008, as filed with the Securities and Exchange Commission, each of the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bruce Maclin
Bruce Maclin
Chief Executive Officer
(Principal Executive Officer)
March 24, 2009

/s/ Stephen M. Annis
Stephen M. Annis
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 24, 2009