FORM 4

 [X] Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

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 1. Name and Address of Reporting Person *


       Lokey            James                  W.

(Last)            (First)              (Middle)

(Street)

(City)       (State)          (Zip)

 2. Issuer Name and Ticker
    or Trading Symbol

Mid-State Bancshares
MDST

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 (Month/Day/Year)
February 6, 2003

 5. If Amendment, Date of
   Original (Month/Day/Year)

January 24, 2003

 6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)
[ X ]

[ X ] Director

      10% Owner

 [ X ] Officer (give title below)

President/Chief Executive Officer

      Other (specify below)

 7. Individual or Joint/Group
     Filing (Check Applicable Line)
[ X ]
 [ X ] Form filed by One Reporting Person

      Form filed by More than One Reporting Person

1. Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/
Year)

2A. Deemed Execution Date, if any (Month/Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/31/02

P

104.17839 Shrs

A

15,142.305180 Shrs

D/401(k) Plan

Common Stock

01/02/03

P

7.73309
Shrs

A

15,150.038270 Shrs

D/401(k) Plan

Common Stock

01/16/03

P

21.13446 Shrs

A

15,171.172730 Shrs

D/401(k) Plan

Common Stock

01/23/03

P

77.706930 Shrs

A

15,248.879660 Shrs

D/401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date
(Month/Day/
Year)

3A. Deemed Execution Date, if any (Month/Day/
Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy) (1)

$14.00

02/09/01

(2)

02/09/10

Common Stock

35,710

14,284 Vested/Available to Exercise

I

By Company

Non-Qualified Stock Option (right to buy)

$14.00

02/09/01

(2)

02/09/10

Common Stock

114,290

45,716 Vested/Available to Exercise

I

By Company

Non-Qualified Stock Option (right to buy)

(3)

$14.50

03/21/02

(2)

03/21/11

Common Stock

55,173

12,413 Vested/Availalble to Exercise

I

By Company

Incentive Stock Option (right to buy)

$14.50

03/21/02

(2)

03/21/11

Common Stock

6,896

0 Vested until 3/21/2006

I

By Company

Non-Qualified Stock Option (right to buy)

(4)

$17.40

03/13/03

(2)

03/13/12

Common Stock

47,194

0 Vested until 3/13/2003

I

By Company

Incentive Stock Option (right to buy)

$17.40

03/13/03

(2)

03/13/12

Common Stock

5,747

0 Vested until 3/13/2007

I

By Company

Explanation of Responses:

(1) 150,000 shares granted as an ISO under the 1996 Stock Option Plan.  Due to the $100K limitation, remaining 114,290 shares were issued and treated as a non-qualified stock option.

(2) Options vest 20% per year on the anniversary date of the grant for five (5) years at which time the option is 100% vested.  Optionee has another five (5) years from the five (5) year "100% vesting" anniversary date to exercise the shares in accordance with the terms and conditions of the 1996 Stock Option Plan.

(3) 62,069 shares granted to Mr. Lokey intended as an ISO under the 1996 Stock Option Plan.  Due to the $100K limitation, 55,173 shares were issued and treated as a non-qualified stock option.  The remaining 6,896 shares were issued as an ISO.

(4) 52,941 shares granted to Mr. Lokey intended as an ISO under the 1996 Stock Option Plan.  Due to the $100K limitation, 47,194 shares were issued and treated as a non-qualified stock option.  The remaining 5,747 shares were issued as an ISO.

** Signature of Reporting Person

Date