10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2009.

or

o 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:000-25020

HERITAGE OAKS BANCORP

(Exact name of registrant as specified in its charter)

California	77-0388249
(State or other jurisdiction of	(I.R.S. Identification No.)
Incorporation or organization)
545 12th Street
Paso Robles, California	93446
(Address of Principal Executive Offices)	(Zip Code)

(805) 369-5200

(Registrant’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, (no par value)	NASDAQ Capital Market
Title of each class	Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known, seasoned issuer as defined in Rule 405 of the Securities Act.

Yes o   No x

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 o   No x

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 x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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 o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant at June 30, 2009 was $39.2 million.  As of March 19, 2010, the Registrant had 7,771,952 shares of Common Stock outstanding.

Documents Incorporated By Reference

The information required in Part III, Items 10 through 14 are incorporated by reference to the registrant’s definitive proxy statement for the 2010 annual meeting of shareholders.

Explanatory Note:

This 10-K/A is being filed to correct the cover page only of the Annual Report on Form 10-K filed by Heritage Oaks Bancorp on March 31, 2010, to properly identify the exchange on which shares of the company’s common stock is traded as the NASDAQ Capital Market, and to properly identify the filing status of the company as a “smaller reporting company.”  This amendment is not intended to update or modify any other information presented in the Annual Report on Form 10-K as originally filed.

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

The Company

/s/ Lawrence P. Ward   Lawrence P. Ward  President and Chief Executive Officer  (Principal Executive Officer)   Dated:    April 14, 2010 /s/ Margaret A. Torres Margaret A. Torres Executive Vice President, Chief Financial Officer (Principal Financial Officer / Principal Accounting Officer) Dated:    April 14, 2010

Exhibit Index

(31.1)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31.2)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32.1)	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32.2)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-31.1

Exhibit 31.1

Certifications

I, Lawrence P. Ward, certify that:

1.  I have reviewed this first amendment to annual report on Form 10-K of Heritage Oaks 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.  (Omitted per Compliance Disclosure Interpretation 161.01)

4.  (Omitted per Compliance Disclosure Interpretation 161.01)

5.  (Omitted per Compliance Disclosure Interpretation 161.01)

Date:  April 14, 2010	/s/ Lawrence P. Ward
	Lawrence P. Ward
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certifications

I, Margaret A. Torres, certify that:

1. I have reviewed this first amendment to annual report on Form 10-K of Heritage Oaks 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.  (Omitted per Compliance Disclosure Interpretation 161.01)

4.  (Omitted per Compliance Disclosure Interpretation 161.01)

5.  (Omitted per Compliance Disclosure Interpretation 161.01)

Date:  April 14, 2010	/s/ Margaret A. Torres
	Margaret A. Torres
	EVP / Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Heritage Oaks Bancorp

Annual Report on Form 10-K

For the year ended December 31, 2009

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, who is the Chief Executive Officer of Heritage Oaks Bancorp (the “Company”), hereby certifies, pursuant to 18 USC Section 1350, that (i) the Annual Report on Form 10K for the year ended December 31, 2009, as filed by the Company with the Securities and Exchange Commission (the “Annual Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) or 15(d) of the Exchange Act; and (ii) the information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  April 14, 2010	/s/ Lawrence P. Ward
	Lawrence P. Ward
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Heritage Oaks Bancorp

Annual Report on Form 10-K

For the Year Ended December 31, 2009

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, who is the Chief Financial Officer of Heritage Oaks Bancorp (the “Company”), hereby certifies, pursuant to 18 USC Section 1350,  that (i) the Annual Report on Form 10K for the year ended December 31, 2009, as filed by the Company with the Securities and Exchange Commission (the “Annual Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) or 15(d) of the Exchange Act; and (ii) the information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  April 14, 2010	/s/ Margaret A. Torres
	Margaret A. Torres
	EVP / Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)