Page 2
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                         WASHINGTON, DC
                                
                           FORM 8-K/A
                                
                         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 3, 1996



                         PACIFIC CAPITAL BANCORP
     (Exact name of registrant as specified in its charter)
                                
                                
                                
California        0-13528           77003875
     (State or other  (Commission        (IRS Employer
     jurisdiction of  File Number)       Identification No.)
     incorporation)



307 Main Street, Salinas,
California                                              93901

(Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code:    (408) 757-
4900



                           N/A

 (Former name or former address, if changed since last report.)
                                
                                
This  Report on Form 8-K consists of two (2) pages, the  manually
signed original of which is sequentially numbered.



Item 2.     Acquisition or Disposition of Assets

     Effective November 20, 1996, South Valley Bancorporation
("South Valley") was merged with and into Pacific Capital Bancorp
("Company") pursuant to the Agreement and Plan of Reorganization
("Agreement") dated July 18, 1996. In connection with the
Agreement, the Company agreed to issue 1,210,185 shares of its
common stock to South Valley shareholders. The number of shares
to be issued was determined by multiplying the number of South
Valley shares outstanding on November 20, 1996 (1,315,419) by the
exchange ratio of 0.92 as provided for in the Agreement. In
addition to the shares issued to South Valley shareholders, the
Company also issued 81,000 shares of its common stock as
consideration for the outstanding options to purchase shares of
South Valley common stock held by certain officers and directors
of South Valley. As a result of the merger, South Valley's
principal subsidiary, South Valley National Bank, became a
subsidiary of the Company.

Item 7.   Financial Statements, Pro Forma Financial Information
and Exhibits

(a)  Financial Statements of Businesses Acquired. The financial
statements of South Valley Bancorporation is included in South
Valley Bancorporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 which is hereby incorporated by
reference to this Form 8-K/A and shall be deemed to be a part
hereof.

(b)  Pro Forma Financial Information. Pro forma financial
information is included in Pacific Capital Bancorp's Registration
Statement on Form S-4 (No. 333-10381) which is hereby
incorporated by reference to this Form 8-K/A and shall be deemed
to be a part hereof.



                           SIGNATURES
                                
      Pursuant to the requirements of the Securities Exchange Act
of  1934, Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.


Date:  January 21, 1997                 PACIFIC CAPITAL BANCORP



                                    /s/ Clayton C. Larson
                                    Clayton C. Larson
                                    President