PACIFIC CAPITAL BANCORP
10-Q, 1996-05-07
STATE COMMERCIAL BANKS
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                                    FORM 10-Q
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                              WASHINGTON, DC. 20549
                                        

(Mark One)
( X )     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended   March 31, 1996
                                       OR
(   )     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   0-13528

                                   Pacific Capital Bancorp
                    (Exact name of registrant as specified in its charter)

                       California                             77-0003875
               (State or other jurisdiction of              (I.R.S. Employer
                incorporation or organization)           Identification Number)

                       1001 S. Main Street, Salinas, California   93901
                         (Address of principal executive offices)
                                        (Zip Code)

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

                                          N/A
                    (Former name, former address and former fiscal year, if
                                   changed since last report)

     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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                            Outstanding at
     Class                                  April 25, 1996

     Common stock, no par value            2,600,863 Shares

This report contains a total of 18 pages.


                         PART I - FINANCIAL INFORMATION
                                        
ITEM 1                                                  PAGE

PACIFIC CAPITAL BANCORP AND
SUBSIDIARIES FINANCIAL STATEMENTS

     CONSOLIDATED BALANCE SHEETS                           3
     
     CONSOLIDATED STATEMENTS OF INCOME                     4
     
     CONSOLIDATED STATEMENTS OF CASH FLOWS                 5
     
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            6
     
     
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                   8 - 16



                           PART II - OTHER INFORMATION
                                        
ITEM 6

EXHIBITS AND REPORTS ON FORM 8-K                          17

SIGNATURES                                                18

                         PART I - FINANCIAL INFORMATION
                    PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                                   March 31,     December
                                                                   31,
Assets                                               1996          1995
Cash and due from banks                               $20,819       $24,891
Federal funds sold and other short term                24,800        17,007
investments
      Total cash and equivalents                       45,619        41,898
Investment securities:                                                     
  Available-for-sale securities, at fair value         75,834        75,896
  Held-to-maturity securities, at amortized cost                           
  (fair value of $8,133 and $8,662,                     8,108         8,596
respectively)
Loans available for sale at cost, which                 4,131         3,876
approximates market
Loans:                                                                     
   Commercial                                          49,962        49,862
   Consumer                                            12,428        12,108
   Real estate - mortgage                             131,814       126,048
   Real estate - construction                          17,005        17,071
   Bankers' acceptances & commercial paper                220             -
   Other                                                8,668         6,501
   Less deferred loan fees                              (275)         (246)
      Total loans                                     219,822       211,344
   Less allowance for possible loan losses            (2,375)       (2,397)
      Net loans                                       217,447       208,947
                                                                           
Premises and equipment, net                             8,368         7,523
Accrued interest receivable and other, net              7,399         6,843
Total assets                                         $366,906      $353,579
Liabilities and shareholders' equity                                       
Deposits:                                                                  
   Demand, non-interest bearing                       $65,083       $71,988
   Demand, interest bearing                            53,803        56,527
   Savings and money market                           104,503        97,087
   Time certificates                                   97,228        82,217
      Total deposits                                  320,617       307,819
                                                                           
Accrued interest payable and other liabilities          2,893         2,784
Total liabilities                                     323,510       310,603
                                                                           
Shareholders' equity:                                                      
Preferred stock; 20,000,000 shares authorized               -             -
and unissued
Common stock, no par value; 20,000,000 shares                              
authorized;
   2,600,863 and 2,603,839 shares issued and                               
outstanding at March 31, 1996 and December 31,
1995, respectively                                     31,179        31,235
Retained earnings                                      12,388        11,435
Net unrealized (losses) gains on available-for-         (171)           306
sale securities
Total shareholders' equity                             43,396        42,976
Total liabilities and shareholders' equity           $366,906      $353,579
See accompanying notes to consolidated financial statements
                    PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                        
                                                Three months  Three months
                                                   ended          ended
                                                 March 31,      March 31,
                                                    1996          1995
Interest income:                                                           
   Interest and fees on loans                         $5,313         $5,020
   Interest on investment securities                   1,178            927
   Interest on federal funds sold                        369            175
     Total interest income                             6,860          6,122
Interest expense:                                                          
   Demand, interest bearing                              137            138
   Savings                                               680            707
   Time certificates                                   1,262            616
     Total interest expense                            2,079          1,461
     Net interest income                               4,781          4,661
 Provision for possible loan losses                        -              -
Net interest income after provision for                4,781          4,661
possible loan losses
                                                                           
Other income:                                                              
   Service charges                                       342            352
   Gain on sale of loans                                   9              3
   Mortgage banking fees                                  47             19
   Net gain (loss) on securities transactions             12           (11)
   Other                                                  98             88
     Total other income                                  508            451
                                                                           
Other expenses:                                                            
   Salaries and benefits                               1,792          1,604
   Occupancy                                             364            319
   Equipment                                             255            240
   Advertising and promotion                             111             98
   Stationary and supplies                                72             77
   Legal and professional fees                           129            135
   Regulatory assessments                                 22            188
   Other operating                                       343            368
     Total other expenses                              3,088          3,029
                                                                           
Earnings before income taxes                           2,201          2,083
                                                                           
Income taxes                                             857            799
                                                                           
Net income                                            $1,344         $1,284
                                                                           
Net income per share                                   $0.49          $0.49
                                                                           
                                                                           
Weighted average shares outstanding                2,726,863      2,646,436
See accompanying notes to consolidated financial statements
                                        
                                        
                                        
                                        
                                        
                    PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 1996 and March 31, 1995
                                   (UNAUDITED)
                                 (IN THOUSANDS)
                                        
                                                   March 31,      March 31,
                                                        1996           1995
                                                                           
Cash flows from operating activities:                                      
Net income                                            $1,344         $1,284
Adjustments to reconcile net income to net                                 
cash provided by
     operating activities:                                                 
   Depreciation and amortization                         275            161
   Provision for possible loan losses                      -              -
   Loss (gain) on sale of investment                    (12)             11
securities, net
   Net originations of loans held for sale             (255)          (259)
   Gain on sale of loans                                 (9)            (3)
   Deferral of loan origination fees                       2              4
   Change in accrued interest receivable and         (1,033)            400
other assets
   Change in accrued interest payable and                118            375
other liabilities
Net cash provided by  operating activities               430          1,973
                                                                           
Investing activities:                                                      
   Net change in loans                               (8,502)          3,045
   Maturities of investment securities                   703          3,373
   Purchases of investment securities               (14,854)              -
   Proceeds from sale of available-for-sale           14,646         10,880
securities
   Capital expenditures, net                         (1,053)          (149)
Net cash (used in) provided by investing             (9,060)         17,149
activities
                                                                           
Financing activities:                                                      
   Net increase (decrease) in deposits                12,798       (25,154)
   Cash paid for retirement of stock                    (60)              -
   Proceeds from exercise of options                       4            141
   Cash paid for dividends                             (391)          (310)
Net cash provided by (used in) financing              12,351       (25,323)
activities
                                                                           
Net increase (decrease) in cash and                    3,721        (6,201)
equivalents
Cash and equivalents beginning of period              41,898         42,262
Cash and equivalents at end of period                $45,619        $36,061
                                                                           
Supplemental disclosures of cash flow                                      
information:
    Cash paid during the period                                            
     Interest                                          2,993          1,549
     Income taxes                                        282            350
                                                                           
See accompanying notes to consolidated financial statements

                    PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1 -  Basis of Presentation

In the opinion  of the Company, the unaudited consolidated financial statements,
          prepared  on  the accrual basis of accounting, contain all adjustments
          (consisting of only normal recurring adjustments) which are  necessary
          to   present  fairly  the  financial  position  of  the  Company   and
          subsidiaries at March 31, 1996 and December 31, 1995, the  results  of
          its  operations and the statements of cash flows for the periods ended
          March 31, 1996 and 1995.

Certain information  and  footnote disclosures normally presented  in  financial
          statements  prepared in accordance with generally accepted  accounting
          principles  have  been  omitted.  The results of  operations  for  the
          period  ended  March 31, 1996 are not necessarily  indicative  of  the
          operating results for the full year ending December 31, 1996.


          In  October 1995, the FASB issued SFAS No. 123, Accounting for  Stock-
          Based Compensation. SFAS No. 123 establishes financial accounting  and
          reporting standards for stock-based employee compensation plans. Those
          plans  include all arrangements by which employees receive  shares  of
          stock  or  other  equity instruments of the employer or  the  employer
          incurs liabilities to employees  in amounts based on the price of  the
          employer's  stock. Examples are stock options, restricted  stock,  and
          stock  appreciation rights. This statement defines a fair value  based
          method  of  accounting for an employee stock option or similar  equity
          instrument. Under this method, compensation costs are measured at  the
          grant date based on the value of the award and are recognized over the
          service  period, which is the vesting period. SFAS No. 123  encourages
          but does not require employers to adopt the new method in place of the
          provisions  of  Accounting  Principles Board  Opinion  (APB)  No.  25,
          Accounting  for Stock Issued to Employees. This statement  applies  to
          fiscal  years beginning after December 15, 1995. On January  1,  1996,
          the  Company  adopted SFAS No. 123 and has elected to use  the  method
          prescribed in APB No. 25. The Company and does not anticipate that the
          required  disclosures  will have a material impact  on  the  financial
          condition or results of operations of the Company.

Note 2 -  Consolidation
          
          The  consolidated  financial statements include the  accounts  of  the
          Company  and  its  wholly-owned subsidiaries, First National  Bank  of
          Central   California,  (the  "Bank"),  and  Pacific  Capital  Services
          Corporation,   an  inactive  subsidiary.   All  material  intercompany
          accounts and transactions have been eliminated in consolidation.

Note 3 -  Loans to Directors

In the ordinary  course of business, the Company has made loans to directors  of
          the  Company  which  at  March  31,  1996  amounted  to  approximately
          $4,308,000.

Note 4 -  Commitments
          
          The Company had outstanding standby letters of credit of approximately
          $1,371,000 at March 31, 1996.

Note 5 -  Net Income Per Share and Dividends

Net income per  share is computed using the weighted average number of shares of
          common   and   common  equivalent  shares  outstanding  (as   adjusted
          retroactively  to reflect the 5% stock dividend paid  on  December  1,
          1995).   On January 23, 1996, the Company declared a $ 0.15 per  share
          cash  dividend  to shareholders of record on March 15,  1996,  payable
          March 29, 1996.

Note 6 -  Taxes

As of March  31,  1996,  the  Company has a deferred tax asset of  approximately
          $1,909,000.   The  asset  results primarily from  the  provisions  for
          possible loan losses and depreciation of premises and equipment, which
          are  recognized in the financial statements but are not yet deductible
          for  income tax reporting purposes. Management of the Company believes
          that the net deferred tax asset is fully realizable through sufficient
          taxable  income  within  carryback periods and  current  year  taxable
          income.
                    PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Changes in the Financial Statements

      Net  income  for the three months ended March 31, 1996 was  $1,344,000  or
$0.49 per share compared to $1,284,000 or $0.49 per share during the same period
in  1995.  This 4.7% increase in net income is due mainly to a $120,000 increase
in  net interest income combined with a $166,000 decrease in the Company's  FDIC
Assessment. These items were partially offset by a $188,000 increase in salaries
and  benefits. The increase in net interest income is due to growth  in  average
total  deposits of $31,844,000 and growth in average total loans of  $14,932,000
as compared to the same 1995 period. The Company's FDIC Premium has been reduced
to  an annual amount of $2,000 due to the recapitalization of the Bank Insurance
Fund which occurred in May of 1995.

      Outstanding  loans  were  $219,822,000  at  March  31,  1996  compared  to
$211,344,000 at December 31, 1995, a $8,478,000 or 4.0% increase.  The  increase
in outstanding loans from December 31, 1995 to March 31, 1996 resulted primarily
from an increase in real estate mortgage loans of $5,766,000 and an increase  in
tax-exempt municipal leases of $2,664,000.

      Federal  Funds  Sold  and Investment Securities at  March  31,  1996  were
$108,742,000,  a $7,243,000 or  7.1% increase from December 31, 1995.  This  was
primarily due to the increase in total deposits which resulted in an increase in
cash invested in Federal Funds and investment securities.

      The  Company's total deposits at March 31, 1996 were $320,617,000 compared
to  $307,819,000  at  December 31, 1995, a $12,798,000 or  4.2%  increase.  Non-
interest  bearing demand deposits decreased $6,905,000, interest bearing  demand
deposits  decreased  $2,724,000 and savings and money  market  deposit  accounts
increased $7,416,000 in the first three months of 1996. Certificates of  deposit
increased  by  $15,011,000  or  18.3% during the first  three  months  of  1996.
Management  believes  that the growth in deposits is a  result  of   the  recent
strength  in the tourism and agribusiness industries within the local  economies
in  which the Company operates. The loan to deposit ratio at March 31, 1996  was
68.6%  and  is  the same as the ratio at December 31, 1995. The Company's  total
assets as of March 31, 1996 increased 3.8% compared to year end 1995.

Loans

      Outstanding total loans averaged $216,551,000 for the period  ended  March
31,  1996  compared  to $201,619,000 for the period ended  March  31,  1995,  an
increase  of  $14,932,000, or 7.4%. This increase in loans is due  to  increased
loan  demand from qualified borrowers and is reflective of the relatively strong
economy  in  most of the primary markets which the Company serves.  The  Company
lends  primarily to small and medium sized businesses within its markets,  which
are  comprised  principally  of the Salinas, Watsonville,  Monterey  and  Carmel
areas.  A majority of the Company's loan portfolio consists of loans secured  by
commercial, industrial and residential real estate.

Quality of Loans

      The  Company follows the policy of discontinuing the accrual  of  interest
income  and  reversing  any  accrued and unpaid interest  when  the  payment  of
principal  or  interest is 90 days past due unless the loan is both well-secured
and in the process of collection.

      The composition of non-performing loans as of March 31, 1996, December 31,
1995, and March 31, 1995 is summarized in the following table.

                               Nonperforming Loans
                             (Dollars in Thousands)
                                        
                         March  31,     December 31,     March  31,
                            1996            1995            1995
Accruing loans
past due 90 days
or more
   Commercial             $    3          $    0          $    0
   Consumer                    0               1               0
   Real Estate               397             140               0
Total                       $400            $141          $    0

Nonaccrual loans
   Commercial                259             110             484
   Consumer                  118             136             155
   Real Estate               561             747           1,037
Total                       $938            $993          $1,676

Total Nonperforming
Loans                     $1,338          $1,134          $1,676

Nonperforming Loans
To Total Loans              0.61%           0.54%         0.85%

Allowance For Possible
Loan Losses To Total
Non Performing Loans      177.50%         211.38%         138.78%

      The  Company  does  not expect to sustain losses  from  any  of  the  Non-
Performing  Loans in excess of that specifically provided for in  the  allowance
for possible loan losses.

      In  addition to the above, the Company holds four Other Real Estate  Owned
(OREO)  properties, which aggregate $797,000.  In all cases, the amount recorded
represented the lesser of the loan balance or current fair value obtained from a
current appraisal less anticipated selling costs; therefore, any identified loss
has already been recognized.

      Inherent  in  the lending function is the fact that loan  losses  will  be
experienced  and that the risk of loss will vary with the type of loan  extended
and  the  creditworthiness of the borrower.  To reflect the estimated  risks  of
loss  associated  with its loan portfolio, additions are made to  the  Company's
allowance  for possible loan losses.  As an integral part of this  process,  the
allowance  for possible loan losses is subject to review and possible adjustment
as  a  result  of  management's assessment of risk  or  regulatory  examinations
conducted  by  governmental  agencies.  The  Company's  entire  allowance  is  a
valuation  allocation created by direct charges against operations  through  the
provision for possible loan losses.

      The provision for possible loan losses charged against operations is based
upon the actual net loan losses incurred plus an amount for other factors which,
in  management's  judgment,  deserve recognition  in  estimating  possible  loan
losses.   The Company evaluates the adequacy of its allowance for possible  loan
losses  on a quarterly basis.  For the last several years, the Company has  also
contracted  with an independent loan review consulting firm to evaluate  overall
credit quality and the adequacy of the allowance for possible loan losses.  Both
internal  and  external evaluations take into account the  following:   specific
loan conditions as determined by management; the historical relationship between
charge-offs  and the level of the allowance; the estimated future  loss  in  all
significant  loans;  known deterioration in concentrations  of  credit,  certain
classes  of  loans  or pledged collateral; historical loss experience  based  on
volume  and  types of loans; the results of any independent review or evaluation
of  the  loan  portfolio  quality conducted by or at the  direction  of  Company
management or by bank regulatory agencies; trends in portfolio volume,  maturity
and   composition;  off-balance  sheet  credit  risk;  volume  and   trends   in
delinquencies  and nonaccruals; lending policies and procedures including  those
for  charge-off, collection and recovery; national and local economic conditions
and  their affects on specific local industries; and the experience, ability and
depth of lending management and staff.  These factors are essentially judgmental
and may not be reduced to a mathematical formula.

      The  Company  closely monitors the local markets in which it conducts  its
lending  activities.   The  overall  increase  in  loan  demand  from  qualified
borrowers during the past year is indicative of a stabilizing economic climate.

      The  following table sets forth the actual loan losses and  provision  for
possible  losses for the periods ended March 31, 1996, December  31,  1995,  and
March 31, 1995.






































                          Charge-Off/Recovery Activity
                             (Dollars in Thousands)
                                        
                        Three months        Year        Three months
                           Ended           Ended           Ended
                       March 31, 1996 December 31,1995 March 31, 1995

Total Loans Outstanding  $219,822        $211,344        $197,619

Average Net Loans        $216,551        $201,360        $201,619

Allowance Balance
Beginning Of Period        2,397           2,438           2,438

  Charge-Offs By Loan Category
    Commercial                0             129              18
    Consumer                 51              61              30
    Real Estate               0             131              97
    Other                     0               0               0
    Total                 $  51          $  321         $   145
  
  Recoveries By Loan Category
    Commercial                0              58              14
    Consumer                 17              38              12
    Real Estate              12              49               7
    Other                     0               0               0
    Total                $   29          $  145            $ 33

Net Charge-Offs            $  22          $  176          $  112

Provision Charged
To Expense                    $0            $135              $0

Allowance Balance
End Of Period            $ 2,375         $ 2,397         $ 2,326

Allowance For Possible
Loan Losses
To Total Loans              1.08%           1.13%           1.18%

Annualized Net Charge-
Offs To Average Loans       0.04%           0.09%           0.22%

      The  Company did not provide an additional provision to the allowance  for
possible  loan losses for the three months ended March 31, 1996,  or  March  31,
1995, primarily due to the Company's recognition of a stabilization of the local
economy,  resulting  in  a  lower  level of classified  loans  and  the  reduced
potential of future charge-offs.

      The  provision for possible loan losses charged against earnings is  based
upon  an analysis of the actual migration of loans to losses plus an amount  for
other factors which, in management's judgment, deserve recognition in estimating
possible  loan  losses. While these factors cannot be reduced to a  mathematical
formula, it is management's view that the allowance for possible loan losses  of
$2,375,000 or 1.08% of total loans was adequate as of March 31, 1996.





Results of Operations
                        Three months Ended March 31, 1996
                                  Compared with
                        Three months Ended March 31, 1995

     Net  income  of   $1,344,000  for the three months  ended  March  31,  1996
increased by $60,000 or 4.7% as compared to the same 1995 period.  The  increase
in  net  income for the period was due primarily to an  increase in net interest
income  of $120,000 as well as a decrease in FDIC assessments of $166,000 offset
by  an  increase  in  salaries and benefits of $188,000.  The  increase  in  net
interest  income  is due to growth in average total deposits of $31,844,000  and
growth  in  average  total loans of $14,932,000 as compared  to  the  same  1995
period.
     
     The  average  balance of interest earning assets during  the  three  months
ended March 31, 1996 was $327,168,000, a $36,821,000 or 12.7% increase over  the
comparable 1995 period.  The Company's average yield on earning assets  for  the
three months ended March 31, 1996 decreased to 8.5% compared to 8.6% during  the
comparable period in 1995. Total interest income increased $738,000 or 12.1% for
the three months ended March 31, 1996 compared to the same 1995 period due to an
increase in average interest earning assets of $36,821,000.
     
     Average deposits for the Company for the three months ended March 31,  1996
were  $316,004,000, a $31,844,000 or 11.2% increase compared to the period ended
March  31, 1995.  The Company's average cost of funds for the three months ended
March  31,  1996  was 3.4% which yielded a net interest margin  of  5.9%.   This
compares to an average cost of funds of 2.7% and a  net interest margin of  6.5%
for  the  comparable 1995 period.  Interest expense of $2,079,000 for the  three
months  ended  March  31, 1996 was $618,000 or 42.3% over  the  comparable  1995
period  due  to an increase in average interest bearing deposits of  $28,692,000
and  an  increase  in the average rate paid on deposits of 0.7%.   Net  interest
income for the three months ended March 31, 1996 increased $120,000 or 2.6%  and
resulted  from the increase of $738,000 in total interest income and an increase
of $618,000  in total interest expense.
     
     The  Company  did not make any additional provisions to the  allowance  for
possible  loan loss for the three months ended  March 31, 1996 or for  the  same
period  in  1995.  The analysis of the loan portfolio completed by  the  Company
indicates  that the current allowance for loan losses is adequate based  on  the
Company's calculated provision requirements.
     
     Total  loans charged-off net of recoveries for the three months ended March
31, 1996 amounted to $22,000 compared to $112,000 net of recoveries for the same
period  in  1995.   Annualized net loan charge-offs as a percentage  of  average
loans for the three months ended March 31, 1996 was 0.04% compared to 0.22%  for
the  three months ended March 31, 1995 and .09% for the year ended December  31,
1995.
     
     Total  other income was $508,000 for the three months ended March 31, 1996,
a  $57,000  or  12.6%  increase compared to the same period  of  1995.  Mortgage
banking fees increased $28,000 from the three months ended March 31, 1995 due to
higher levels of mortgage refinancings compared to 1995. Net gains on securities
transactions was  $12,000 compared to a net loss of $11,000 for the three months
ended March 31, 1995. Other variances include service charges which decreased by
$10,000  from  the  first quarter of 1995 and other income  which  increased  by
$10,000 over 1995.
     
     Salaries and benefits expense for the three months ended March 31, 1996 was
$1,792,000,  a $188,000 or 11.7% increase over the comparable 1995 period.  This
variance resulted primarily from normal salary increases, an increase in  health
insurance premiums, and an increase in the Company's contributions to the  Bonus
and  Employee  Stock  Ownership  Program. The Company  employed  164  full  time
equivalent  employees  at March 31, 1996 compared to 165  full  time  equivalent
employees at December 31, 1995 and 159 full time equivalent employees  at  March
31, 1995.
     
     Total other expenses, excluding salaries and benefits, for the three months
ended  March  31,  1996, was $1,296,000, a $129,000 or 9.1%  decrease  from  the
comparable 1995 period.  This decrease was primarily the result of the  decrease
in  the  Company's FDIC Assessment of $166,000 from the first  quarter  of  1996
compared to the same period in 1995. In addition, occupancy expense increased by
$45,000  due to normal rental rate increases and the use of temporary facilities
for  the  Company's Salinas branch while remodeling takes place on  the  Salinas
Main  Branch. Other variances include equipment expense which increased  $15,000
and other expense which decreased by $25,000.
     
     Applicable  income taxes of $857,000 for the three months ended  March  31,
1996  were $58,000, or 7.3% more than the comparable 1995 period.  The Company's
effective tax rate for the three months ended March 31, 1996 was 38.9%  compared
to 38.4% for the same period in 1995.


Liquidity Management

     Liquidity represents the ability of the Company to meet the requirements of
customer borrowing needs as well as fluctuations in deposit flows.

      Core  deposits, which include demand, savings and interest bearing  demand
accounts, money market accounts and time deposits of less than $100,000, provide
a  relatively stable funding base.  Core deposits averaged $165,346,000 or 45.6%
of  average  total  assets  during the three months ended  March  31,  1996,  as
compared  to  $158,213,000 or 46.6% of average total assets for the fiscal  year
ended  December 31, 1995.  At March 31, 1996 core deposits were $168,143,000  or
45.8% of total assets, compared to $164,574,000 or 46.5% of total assets at year
end 1995.

      The  Company's principal sources of asset liquidity are cash and cash  due
from banks, time deposits with other financial institutions, Federal Funds sold,
short  term investments, and available-for-sale investment securities.  At March
31,  1996  these  sources represented $121,453,000 or 37.9%  of  total  deposits
compared  to $117,794,000 or 38.3% at year end 1995.  This increase in liquidity
for the three months ended March 31, 1996 resulted primarily from an increase in
Federal Funds sold and short term investments.

      In  the opinion of management, there are sufficient resources to meet  the
liquidity needs of the Company at present and projected future levels.

Capital Resources

      Capital  management is a continuous process of providing adequate  capital
for current needs and anticipated future growth.  Capital serves as a source  of
funds  for  the  acquisition of fixed and other assets and  protects  depositors
against  potential losses.  As the Company's assets increase, so do its  capital
requirements.

      The  Company and the Bank are subject to Federal Reserve Board  guidelines
and   regulations   of   the   Comptroller  of  the  Currency   ("Comptroller"),
respectively,  governing  capital  adequacy.   The  Federal  Reserve  Board  has
established  final risk-based and leverage capital guidelines for  bank  holding
companies  which  are  the  same as the Comptroller's  capital  regulations  for
national banks.

     The Federal Reserve Board capital guidelines for bank holding companies and
the  Comptroller's regulations for national banks set total capital requirements
and  define  capital  in  terms of "core capital elements"  (comprising  Tier  1
capital) and "supplemental capital elements" (comprising Tier 2 capital).   Tier
1  capital  is  generally defined as the sum of the core capital  elements  less
goodwill.   The  following items are defined as core capital  elements:   common
stockholders'  equity, qualifying noncumulative perpetual preferred  stock,  and
minority   interests  in  the  equity  accounts  of  consolidated  subsidiaries.
Supplementary  capital elements include:  allowance for loan  and  lease  losses
(which  cannot exceed 1.25% of an institution's risk weighted assets), perpetual
preferred  stock not qualifying as core capital, hybrid capital instruments  and
mandatory  convertible  debt  instruments,  and  term  subordinated   debt   and
intermediate-term  preferred stock.  The maximum amount of supplemental  capital
elements which qualifies as Tier 2 capital is limited to 100% of Tier 1 capital,
net of goodwill.

      Risk-based  capital ratios are calculated with reference to  risk-weighted
assets,  including both on and off-balance sheet exposures, which are multiplied
by  certain risk weights assigned by the Federal Reserve Board to those  assets.
Both  bank  holding  companies and national banks are  required  to  maintain  a
minimum  ratio  of qualifying total capital to risk-weighted assets  of  8%,  at
least  one-half  of  which must be in the form of Tier  1  capital.   There  are
presently   four  risk-weight  categories:   0%  for  cash  and  unconditionally
guaranteed  government  securities; 20% for conditionally guaranteed  government
securities;  50% for performing residential real estate loans secured  by  first
liens; and 100% for commercial loans.

      The  Federal  Reserve Board and the Comptroller also  have  established  a
minimum  leverage  ratio of 3% Tier I capital to total assets for  bank  holding
companies and national banks that have received the highest composite regulatory
rating  and  are not anticipating or experiencing any significant  growth.   All
other institutions will be required to maintain a leverage ratio of at least 100
to 200 basis points above the 3% minimum.

      The  following  tables  show the Company's and the Bank's  risk-based  and
leverage  capital  ratios  as  of March 31, 1996  and  December  31,  1995.   As
indicated  in  these  tables,  the  Company's  and  the  Bank's  capital  ratios
significantly  exceeded the minimum capital levels required by  current  federal
regulations.  Management believes that the Company and the Bank will continue to
meet their respective minimum capital requirements in the foreseeable future.

                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                            Risk Based Capital Ratio
                             (Dollars in Thousands)
                                   (Unaudited)

                                   Pacific Capital Bancorp
                            March 31, 1996          December 31, 1995
                           Amount       Ratio        Amount       Ratio

Tier 1 Capital             $43,396   16.97%          $42,976    17.60%

Tier 1 Capital Minimum
     Requirement            10,229     4.00%           9,765     4.00%

Excess                               $33,167          12.97%   $33,211
13.60%

Total Capital              $45,771    17.90%         $45,373    18.59%

Total Capital Minimum
     Requirement            20,458     8.00%          19,529     8.00%

Excess                               $25,313           9.90%   $25,844
10.59%

Risk Adjusted Assets             $255,722                  $244,114


                          First National Bank of Central California
                            March 31, 1996          December 31, 1995
                           Amount       Ratio        Amount       Ratio

Tier 1 Capital             $40,022   15.85%          $40,532    16.78%

Tier 1 Capital Minimum
     Requirement            10,097     4.00%           9,662     4.00%

Excess                               $29,925          11.85%   $30,870
12.78%

Total Capital              $42,397    16.80%         $42,929    17.77%

Total Capital Minimum
     Requirement            20,195     8.00%          19,325     8.00%

Excess                               $22,202           8.80%   $23,604     9.77%

Risk Adjusted Assets             $252,433                  $241,561
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                 Leverage Ratio
                             (Dollars in Thousands)
                                   (Unaudited)

                                    Pacific Capital Bancorp
                            March 31, 1996           December 31, 1995
                          Amount       Ratio         Amount        Ratio

Tier 1 Capital to Average
     Total Assets        $43,396    11.96%           $42,976    12.00%

Minimum Leverage        $10,889 to  3.00% to       $10,747 to   3.00% to
     Requirement         $18,148     5.00%           $17,912     5.00%

Excess                  $25,248 to  6.96% to       $25,064 to   7.00% to
                         $32,507     8.96%           $32,229     9.00%

Average Total Assets            $362,954                   $358,232

                           First National Bank of Central California
                            March 31, 1996           December 31, 1995
                          Amount       Ratio         Amount        Ratio

Tier 1 Capital to Average
     Total Assets        $40,022    11.10%           $40,532    11.38%

Minimum Leverage        $10,813 to  3.00% to       $10,685 to   3.00% to
     Requirement         $18,022     5.00%           $17,809     5.00%

Excess                  $22,000 to  6.10% to       $22,723 to   6.38% to
                         $29,209     8.10%           $29,847     8.38%

Average Total Assets            $360,444                   $356,173

      Federal banking laws impose restrictions upon the amount of dividends  the
Bank may declare to the Company.  Federal laws also impose restrictions upon the
amount  of  loans  or  advances that the Bank may extend  to  the  Company.   In
management's opinion, these do not affect the ability of the Company to meet its
cash obligations.
     

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits
          
               None
          
          (b)  Reports on Form 8-K
               
               None
               
                                        
                                    SIGNATURES
                                        

      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 thereunto duly authorized.



Date __ May 6, 1996_____                /S/    D. Vernon Horton
                                        D. Vernon Horton
                                        Chief Executive Officer





Date __ May 6, 1996_______              /S/    Dennis A. DeCius
                                        Dennis A. DeCius
                                        Executive Vice President
                                        Chief Financial Officer



                                     

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         [BLANK]
<INT-BEARING-DEPOSITS>                         [BLANK]
<FED-FUNDS-SOLD>                               [BLANK]
<TRADING-ASSETS>                               [BLANK]
<INVESTMENTS-HELD-FOR-SALE>                    [BLANK]
<INVESTMENTS-CARRYING>                         [BLANK]
<INVESTMENTS-MARKET>                           [BLANK]
<LOANS>                                        [BLANK]
<ALLOWANCE>                                    [BLANK]
<TOTAL-ASSETS>                                 [BLANK]
<DEPOSITS>                                     [BLANK]
<SHORT-TERM>                                   [BLANK]
<LIABILITIES-OTHER>                            [BLANK]
<LONG-TERM>                                    [BLANK]
                          [BLANK]
                                    [BLANK]
<COMMON>                                       [BLANK]
<OTHER-SE>                                     [BLANK]
<TOTAL-LIABILITIES-AND-EQUITY>                 [BLANK]
<INTEREST-LOAN>                                [BLANK]
<INTEREST-INVEST>                              [BLANK]
<INTEREST-OTHER>                               [BLANK]
<INTEREST-TOTAL>                               [BLANK]
<INTEREST-DEPOSIT>                             [BLANK]
<INTEREST-EXPENSE>                             [BLANK]
<INTEREST-INCOME-NET>                          [BLANK]
<LOAN-LOSSES>                                  [BLANK]
<SECURITIES-GAINS>                             [BLANK]
<EXPENSE-OTHER>                                [BLANK]
<INCOME-PRETAX>                                [BLANK]
<INCOME-PRE-EXTRAORDINARY>                     [BLANK]
<EXTRAORDINARY>                                [BLANK]
<CHANGES>                                      [BLANK]
<NET-INCOME>                                   [BLANK]
<EPS-PRIMARY>                                  [BLANK]
<EPS-DILUTED>                                  [BLANK]
<YIELD-ACTUAL>                                 [BLANK]
<LOANS-NON>                                    [BLANK]
<LOANS-PAST>                                   [BLANK]
<LOANS-TROUBLED>                               [BLANK]
<LOANS-PROBLEM>                                [BLANK]
<ALLOWANCE-OPEN>                               [BLANK]
<CHARGE-OFFS>                                  [BLANK]
<RECOVERIES>                                   [BLANK]
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<ALLOWANCE-DOMESTIC>                           [BLANK]
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</TABLE>


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