Edgar Filing: MID-STATE BANCSHARES

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAREY TRUDI G

2. Issuer Name and Ticker or Trading Symbol
MID-STATE BANCSHARES [MDST]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1026 EAST GRAND AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2005

(Street)

ARROYO GRANDE, CA 93420

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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	08/29/2005		P		180	A	$ 27.7185	8,393	D

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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 Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock ⁽¹⁾

$ 30.24 ⁽²⁾

07/20/2005

J⁽³⁾

20,000

07/20/2006

07/20/2015

Common Stock ⁽¹⁾

20,000 ⁽³⁾

$ 30.24 ⁽²⁾

20,000 ⁽⁴⁾

By Company ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAREY TRUDI G 1026 EAST GRAND AVENUE ARROYO GRANDE, CA 93420	X

Signatures

Trudi G. Carey		09/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Non-qualified Stock Option (right-to-buy) approved and granted to Ms. Carey by the Board of Directors at the Board of Directors Meeting held July 20, 2005.
(2)	Option price established using the closing market value for MDST on July 20, 2005.
(3)	Non-qualified Stock option (right-to-buy) issued to Ms. Carey. 20,000 shares were granted at the exercise price of $30.24 per share. Under the terms of the Company's 2005 Equity Based Compensation Plan, this option grant vests 20% per year on the anniversary date of the grant for five (5) years at which time the option becomes 100% vested. Optionee has another five (5) years from the 100% vesting anniversary date to exercise in accordance with the terms and conditions of the Company's Plan. No shares under this option are available for exercise until July 20, 2006 at which time it will be 20% vested.
(4)	Shares available for exercise under a Non-qualified Stock Option granted and approved by the Board on July 12, 2000 at the price of $13.8130 per share. Option is fully vested and 20,000 shares are available for exercise by Ms. Carey. The grant expires on July 12, 2010.

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