WESTAMERICA BANCORPORATION
8-K, 1996-02-23
NATIONAL COMMERCIAL BANKS
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM  8 - K

Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934


Date of Report: February 21, 1996

Commission File Number: 1-9383

WESTAMERICA BANCORPORATION
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)

CALIFORNIA
- ------------------------
(State of incorporation)

94-2156203
- ---------------------------------------
(I.R.S. Employer Identification Number)

1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
- -----------------------------------------------------
(Address of principal executive offices and zip code)

(415) 257-8000
- ---------------------------------------------
(Registrant's area code and telephone number)



Item 5. Other Events

  On January 25, 1996, the Board of Directors of Westamerica
Bancorporation ("the Company"), parent company of Westamerica
Bank, Napa Valley Bank and Bank of Lake County, authorized a
stock repurchase program under which the Company will begin
purchasing up to an aggregate of 500,000 shares of the
outstanding shares of its Common Stock. Under the open-ended
program, the Company could purchase shares of its Common Stock
from time to time through open market and privately negotiated
transactions, at prices deemed appropriate by management. The
Company's strong capital position and healthy profitability
contributed to the initiation of this new program, which is
being implemented to optimize the use of equity capital by
focusing on shareholder returns.
  The Company operates as a multi-bank holding company with 55
branches in 12 Northern California counties. At December 31,
1995, total assets were $2.5 billion and shareholders' equity
was $223.9 million. Total shares outstanding were 9.8 million at
year-end 1995.



Item 7: Financial Statements and Exhibits

(c) Exhibits. The following is furnished in accordance
with the provisions of Item 601 of Regulation S-K.

(99.1) Press release dated February 21, 1996


SIGNATURE

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.

Westamerica Bancorporation

/s/ Dennis R. Hansen
- -----------------------
Dennis R. Hansen
Senior Vice President and Controller

Date: February 21, 1996


INDEX TO EXHIBITS
- -----------------
                                             Sequentially
Exhibit No.       Description                Numbered Page
- ----------        -----------                -----------
  (99.1)          Press release dated              3
                  February 21, 1996









INDEX TO EXHIBITS
- -----------------
                                             Sequentially
Exhibit No.       Description                Numbered Page
- ----------        -----------                -----------
  (99.1)          Press release dated              3
                  February 21, 1996


EXHIBIT (99.1)
- --------------

WESTAMERICA BANCORPORATION

PRESS RELEASE

For Immediate Release               February 21, 1996

For additional information
Contact:     E. Joseph Bowler
             Westamerica Bancorporation
             415-257-8040


WESTAMERICA BANCORPORATION ANNOUNCES STOCK REPURCHASE PROGRAM

San Rafael, CA -- Westamerica Bancorporation (NASDAQ: WABC),
parent company of Westamerica Bank, Napa Valley Bank and Bank of
Lake County, today announced that its Board of Directors has
authorized a stock repurchase program under which it will begin
purchasing up to an aggregate 500,000 shares of the outstanding
shares of Common Stock. The duration of the program is open
ended.
  Under the program, Westamerica could purchase shares of Common
Stock from time to time through open market and privately
negotiated transactions at prices deemed appropriate by
management.
  Chairman, President and CEO David Payne stated that this share
repurchase program is being implemented to optimize
Westamerica's use of equity capital by focusing on shareholder
returns. Westamerica strong capital position and healthy
profitability both contributed to the initiation of this new
program.
  Westamerica Bancorporation operates as a multi-bank holding
company with 55 branches in 12 Northern California counties. At
December 31, 1995, total assets were $2.5 billion and
shareholders' equity was $223.9 million. Total common shares
outstanding were 9.8 million at year-end 1995.
                           #



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