8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 11, 2006

Heritage Oaks Bancorp
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdictionof Incorporation)
000-05020	77-0388249
(Commission File Number)	(IRS Employer Identification No.)
545 12th Street, Paso Robles CA	93446
(Address of Principal Executive Offices)	(Zip Code)
(805) 239-5200
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):

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))

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(b)Paso Robles, CA - December 11, 2006 -- Heritage Oaks Bancorp (Nasdaq: HEOP), parent company of Heritage Oaks Bank, announced the retirement of Dr. B. R. Bryant from its Board of Directors. Bryant will retire as Chairman and as a director of the Company and its subsidiary, Heritage Oaks Bank, effective at the annual meeting scheduled for May 24, 2007. A copy of a press release announcing Bryant’s planned retirement is attached to this 8-K as Exhibit 99.1.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d)          Exhibits

99.1 Press Release dated December 11, 2006.

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.

Date: December 13, 2006

Heritage Oaks Bancorp
By:	/s/ Margaret Torres
Margaret Torres
Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated December 11, 2006

EX-99.1

CHAIRMAN BRYANT TO RETIRE FROM HERITAGE OAKS BANCORP BOARD

Paso Robles, CA - December 11, 2006 -- Heritage Oaks Bancorp (Nasdaq: HEOP), parent company of Heritage Oaks Bank, today announced the retirement of Dr. B. R. Bryant from its Board of Directors. Bryant will retire as Chairman and as a director of the Company and its subsidiary, Heritage Oaks Bank, effective at the annual meeting scheduled for May 24, 2007.

Dr. Bryant has served as Chairman of the Board since 1994, and Chairman of the Bank since 1982. “Dr. Bryant has been the steady hand that has guided the Bank since its founding. We have appreciated his expertise over the last 24 years and thank him for his service and the contributions he has made to the company. All of us at Heritage Oaks wish him the very best in his retirement,” said Lawrence P. Ward, President and CEO.

Dr. Bryant noted, “It has been a privilege to serve as Chairman of the Board and to be a part of the team that has made Heritage Oaks Bank the leading community bank on the California Central Coast. I am glad to have been able to help the company grow and prosper over the past 24 years.”

In commenting on his successor as Chairman of the Board, Dr. Bryant noted that he will recommend to the Company’s Nominating and Governance Committee that Michael J. Morris be nominated to serve as the next Chairman of the Board. “Since joining the Board of Directors in 2001, Michael has demonstrated the leadership qualities that are essential to the Bank's continued growth and success. As the Chairman of the Board of Andre, Morris & Buttery, San Luis Obispo's oldest and largest law firm, Michael's 35 years of practice on the central Coast provides a breadth of experience that is invaluable to the Bank Board. I think he clearly will be the consensus choice of the Committee and of the Board of Directors,” said Bryant.

Heritage Oaks Bancorp is the holding company for Heritage Oaks Bank. Heritage Oaks Bank has its headquarters plus one branch office in Paso Robles, two branch offices in San Luis Obispo, single branch offices in Cambria, Arroyo Grande, Atascadero, Templeton and Morro Bay and three branch offices in Santa Maria. Heritage conducts commercial banking business in San Luis Obispo County and Northern Santa Barbara County. Visit Heritage Oaks Bancorp on the Web at www.heritageoaksbancorp.com.

NOTE: Transmitted on Prime Newswire at 3:30 a.m. PST on December 11, 2006.