-2-
                                 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, 1997
                                    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                                   May 8, 1996

     Common stock, no par value            4,091,102 Shares

This report contains a total of 19 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          6-7
     
     
ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                   8 - 13



                        PART II - OTHER INFORMATION
                                     
ITEM 5

OTHER EXHIBITS AND REPORTS ON FORM 8-K                    14

SIGNATURES                                                19

                                     
                                  PART 1
                      ITEM 1 - FINANCIAL INFORMATION
                 PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
                   (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                                     March 31,     December
                                                                        31,
Assets                                                    1997         1996
                                                                           
Cash and due from banks                                $44,552      $48,126
Federal funds sold and other short term                 44,617       28,119
investments
      Total cash and equivalents                        89,169       76,245
Investment securities:                                                     
   Available-for-sale securities, at fair value        119,862      116,528
   Held-to-maturity securities, at amortized                               
cost
     (fair value of $9,273 and $9,739,                   9,297        9,680
respectively)
                                                                           
Loans available for sale                                 7,941        5,821
                                                                           
Total loans                                            396,835      388,728
   Less allowance for possible loan losses             (3,907)      (3,672)
      Net loans                                        392,928      385,056
                                                                           
Premises and equipment, net                             15,403       15,300
Accrued interest receivable and other, net              10,534       10,809
                                                                           
Total assets                                          $645,134     $619,439
                                                                           
Liabilities and shareholders' equity                                       
                                                                           
Deposits:                                                                  
   Demand, non-interest bearing                       $128,511     $131,332
   Demand, interest bearing                             83,953       84,770
   Savings and money market                            168,767      164,890
   Time certificates                                   193,192      166,190
      Total deposits                                   574,423      547,182
                                                                           
Accrued interest payable and other liabilities           6,573        8,611
                                                                           
Total liabilities                                      580,996      555,793
                                                                           
Shareholders' equity:                                                      
Preferred stock; 20,000,000 shares authorized                -            -
and unissued
Common stock, no par value; 20,000,000 shares                              
authorized;
   4,090,757 and 4,083,363 shares issued and                               
outstanding at
   March 31, 1997 and at December 31, 1996,             49,492       49,388
respectively
Retained earnings                                       16,012       14,423
Net unrealized losses on available-for-sale            (1,366)        (165)
securities
                                                                           
Total shareholders' equity                              64,138       63,646
                                                                           
Total liabilities and shareholders' equity            $645,134     $619,439

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,
                                                        1997           1996
Interest income:                                                           
   Interest and fees on loans                         $9,531         $7,781
   Interest on fed funds sold                            309            671
   Interest on investment securities                   2,146          1,836
     Total interest income                            11,986         10,288
Interest expense:                                                          
   Interest on deposits                                3,855          3,088
   Other                                                   7             13
     Total interest expense                            3,862          3,101
     Net interest income                               8,124          7,187
 Provision for possible loan losses                      285            105
Net interest income after provision for                7,839          7,082
possible loan losses
                                                                           
Other income:                                                              
   Service charges                                       620            565
   Gain on sale of loans                                   6              9
   Net gain  on securities transactions                    -             12
   Other                                                 179            196
     Total other income                                  805            782
                                                                           
Other expenses:                                                            
   Salaries and benefits                               2,747          2,750
   Occupancy                                             564            509
   Equipment                                             391            507
   Advertising and promotion                             152            141
   Stationary and supplies                               232            113
   Legal and professional fees                           204            219
   Regulatory assessments                                 54             36
   Other operating                                       616            636
     Total other expenses                              4,960          4,911
                                                                           
Earnings before income taxes                           3,684          2,953
                                                                           
Income taxes                                           1,442          1,152
                                                                           
Net income                                            $2,242         $1,801
                                                                           
Net income per share                                   $0.53          $0.43
                                                                           
                                                                           
Weighted average shares outstanding                4,250,093      4,222,628

See accompanying notes to consolidated financial statements.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                 PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
                              (IN THOUSANDS)
                                     
                                                Three Months   Three Months
                                                       Ended          Ended
                                                   March 31,      March 31,
                                                        1997           1996
                                                                           
Cash flows from operating activities:                                      
Net income                                            $2,242         $1,801
Adjustments to reconcile net income to net                                 
cash provided by
     operating activities:                                                 
   Depreciation and amortization                         354            385
   Provision for possible loan losses                    285            105
   Gain on sale of investment securities, net              -           (12)
   Net originations of loans available for           (2,120)          (325)
sale
   Gain on sale of loans                                 (6)            (9)
   Deferral of loan origination costs                   (30)           (39)
   Change in accrued interest receivable and           (926)          (963)
other assets
   Change in accrued interest payable and            (2,032)          (106)
other liabilities
Net cash provided by  (used in) operating            (2,233)            837
activities
                                                                           
Investing activities:                                                      
   Net increase in loans                             (8,127)        (6,909)
   Maturities of investment securities                 3,553          2,856
   Purchases of investment securities                (6,504)       (24,991)
   Proceeds from sale of available-for-sale                -         14,646
securities
   Capital expenditures, net                           (457)        (1,159)
Net cash used in investing activities               (11,535)       (15,557)
                                                                           
Financing activities:                                                      
   Net increase in deposits                           27,241          9,745
   Cash paid for retirement of stock                       -           (60)
   Proceeds from exercise of options                     104              4
   Cash paid for dividends                             (653)          (489)
Net cash provided by financing activities             26,692          9,200
                                                                           
Net increase (decrease) in cashd equivalents          12,924        (5,520)
Cash and equivalents at beginning of period           76,245         79,237
Cash and equivalents at end of period                $89,169        $73,717
                                                                           
Supplemental disclosures of cash flow                                      
information:
    Cash paid during the period                                            
     Interest                                          4,248          4,048
     Income taxes                                          -            347
                                                                           
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, 1997 and December  31,
          1996,  the results of its operations and the statements  of  cash
          flows for the periods ended March 31, 1997 and 1996.

Certain information  and note 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,  1997   are   not
          necessarily indicative of the operating results for the full year
          ending December 31, 1997.

During 1996, the Financial Accounting Standards Board (the "FASB) issued
Statement of Financial Accounting Standards
("SFAS") No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities. This statement provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on consistent application of a
financial-components approach that focuses on control. It distinguishes
transfers of financial assets that are sales from transfers that are secured
borrowings. Under this approach, after a transfer of financial assets, an
entity recognizes all financial and servicing assets it controls
and liabilities it has incurred and derecognizes financial assets it no
longer controls and liabilities that have been extinguished. This statement
is effective for years beginning after December 15, 1996. The Company does
not believe this statement will have a material impact on its consolidated
financial statements.

In February 1997, the FASB issued
SFAS No. 128, Earnings Per Share and SFAS No. 129, Disclosure of Information
about Capital Structure. SFAS No. 128 supercedes APB Opinion No. 15 Earnings
Per Share, and specifies the computation, presentation, and disclosure
requirements for earnings per share ("EPS") for entities with publicly held
common stock or potential common stock.

SFAS No. 128 replaces Primary EPS and Fully Diluted EPS with Basic EPS and
Diluted EPS, respectively. Upon adoption, it also requires dual presentation
of Basic EPS and Diluted EPS on the face of the Statement of Income for all
entities with complex capital structures and requires a reconciliation of the
numerator and denominator of the Basic EPS computation to the numerator of
the Diluted EPS computation.

SFAS No. 129 establishes standards for disclosing information about an
entity's capital structure for those entities deemed to have complex capital
structures.

These statements are effective for financial statements for periods beginning
after December 15, 1997. The adoption of these statements is not anticipated
to have a material impact on the financial condition or results of operations
of the Company. The following table represents pro forma Earnings per Share
as it would appear after adoption of these statements.


Three Months Ended
                                            March 31, 1997   March 31, 1996
Basic Earnings per Share                             $0.55            $0.44
Diluted Earnings per Share                           $0.53            $0.43
                                                                           

Note 2 -  Consolidation
          
          The consolidated financial statements include the accounts of the
          Company and its wholly-owned subsidiaries, First National Bank of
          Central California, ("First National"), and South Valley National
          Bank  ("South  Valley").  For  purposes  used  herein,  the  term
          "Subsidiary  Banks" shall mean First National and  South  Valley,
          collectively. 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  Companyand  their affiliates which  at  March  31,  1997
          amounted to approximately $5,531,000.

Note 4 -  Commitments
          
          The  Company  had  outstanding  standby  letters  of  credit   of
          approximately $3,838,000 at March 31, 1997.

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.   On
          January  28, 1997,  the Company declared a $0.165 per share  cash
          dividend to shareholders of record on March 14, 1997,  payable on
          March 31, 1997.

Note 6 -  Taxes

As of March 31, 1997, the Company has a deferred tax asset of approximately
          $3,187,000.  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.


          




                                  PART 1
            ITEM II - 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, 1997 was $2,242,000 or
$0.53  per  share  compared to $1,801,000 or $0.43  per  share  during  the
comparable period in 1996. This 24.5% increase in net income is due  mainly
to a $937,000 increase in net interest income. The increase in net interest
income  is  due  to growth in average total loans of $89,594,000  partially
offset  by  an increase in average interest bearing deposits of $67,054,000
as compared to the same 1996 period.

      Outstanding  loans were $396,835,000 at March 31,  1997  compared  to
$388,728,000  at  December 31, 1996, a $8,107,000 or  2.1%  increase.   The
increase  in  outstanding loans from December 31, 1996 to  March  31,  1997
resulted  primarily  from  an increase in real  estate  mortgage  loans  of
$9,467,000,  an  increase in real estate construction loans  of  $7,170,000
partially  offset  by a decrease in commercial loans of $3,941,000,  and  a
decrease in other loans of $3,478,000.

      Federal  Funds Sold and Investment Securities at March 31, 1997  were
$173,776,000, a $19,449,000 or  12.6% increase from December 31, 1996. This
was  primarily due to the increase in total deposits which resulted  in  an
increase in cash invested in Federal Funds.

      The  Company's  total  deposits at March 31, 1997  were  $574,423,000
compared  to  $547,182,000  at December 31, 1996,  a  $27,241,000  or  5.0%
increase.   Non-interest  bearing  demand  deposits  decreased  $2,821,000,
interest  bearing demand deposits decreased $817,000 and savings and  money
market  deposit accounts increased $3,877,000 in the first three months  of
1997. Certificates of deposit increased by $27,002,000 or 16.3% during  the
first  three  months  of  1997.  Management believes  that  the  growth  in
deposits  is  a  result  of  the overall strength  in  the  local  tourism,
agribusiness, and high-tech industries within the local economies in  which
the Company operates. The loan to deposit ratio at March 31, 1997 was 69.1%
as compared to 71.0% at December 31, 1996.


Loans

      Outstanding  total loans averaged $394,426,000 for the  three  months
ended March 31, 1997 compared to $304,832,000 for the comparable period  in
1996,  an increase of $89,594,000, or 29.4%. This increase in loans is  due
to  increased  loan demand from qualified borrowers and reflects  stability
and  economic  growth  in  most of the primary markets  which  the  Company
serves.  The  Company lends primarily to small and medium sized  businesses
and  consumers  within  its  markets, which are  comprised  principally  of
Monterey,  Santa  Cruz, San Benito, and Southern Santa Clara  counties.   A
majority  of  the  Company's loan portfolio consists of  loans  secured  by
commercial, industrial and residential real estate.


Quality of Loans

           The  composition of non-performing loans as of March  31,  1997,
December 31, 1996, and March 31, 1996 is summarized in the following table.

                            Nonperforming Loans
                          (Dollars in Thousands)
                                     
                         March  31,     December 31,     March  31,
                            1997            1996            1996
Accruing loans
past due 90 days
or more:
   Commercial            $    50         $    15          $  180
   Consumer                   41               2               -
   Real Estate               671               -             397
Total                       $762          $   17           $ 577

Nonaccrual loans:
   Commercial                418             507             831
   Consumer                  113             142             127
   Real Estate             1,019             915           1,624
Total                     $1,550          $1,564          $2,582

Total Nonperforming
Loans                     $2,312          $1,581          $3,159

Nonperforming Loans
To Total Loans              0.58%           0.41%         1.02%

Allowance For Possible
Loan Losses To Total
Non Performing Loans      168.99%         232.26%         122.16%

      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. Currently, the Company's level of  non-
performing loans to total loans is below that of peer banks.

      In  addition to the above, the Company holds three Other Real  Estate
Owned  (OREO)  properties, which aggregate $1,698,000.  In all  cases,  the
amount  recorded represents 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.  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 effects 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 the strength in the  local
economic climate.

      The  table  set  forth below summarizes the actual  loan  losses  and
provision  for  possible  losses  for the periods  ended  March  31,  1997,
December 31, 1996, and March 31, 1996:

                     Loan Charge-Off/Recovery Activity
                          (Dollars in Thousands)
                                     
                        Three months        Year        Three months
                           Ended           Ended           Ended
                       March 31, 1997 December 31,1996 March 31, 1996

Total Loans Outstanding  $396,835        $388,728        $307,891

Average Loans            $394,426        $332,421        $304,832

Allowance Balance:
Beginning Of Period        3,672           3,710           3,710

  Charge-Offs By Loan Category:
    Commercial               53             761               -
    Consumer                  -             188              53
    Real Estate              31             121               -
    Other                     4               -               -
    Total                $   88        $  1,070          $   53
  
  Recoveries By Loan Category:
    Commercial               32             239              36
    Consumer                  1              91              49
    Real Estate               2              17              12
    Other                     3               -               -
    Total                $   38          $  347           $  97

Net Charge-Offs (Recoveries)$   50        $  723          $ (44)

Provision Charged
To Expense                  $285            $685            $105

Allowance Balance
End Of Period            $ 3,907         $ 3,672         $ 3,859

Allowance For Possible
Loan Losses
To Total Loans              0.98%           0.94%           1.25%

Annualized Net Charge-offs
(Recoveries) to Average Loans0.05%          0.22%         (0.06%)


      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 $3,907,000 or .98% of total loans was
adequate as of March 31, 1997.

Results of Operations
                     Three months Ended March 31, 1997
                               Compared with
                     Three months Ended March 31, 1996

     Net  income  for the three months ended March 31, 1997 was $2,242,000,
an  increase of $441,000 or 24.5% as compared to the same 1996 period.  The
increase in net income for the period was due primarily to an  increase  in
net  interest  income of $937,000 partially offset by an  increase  in  the
provision  for loan losses of $180,000. In addition, other income increased
by $23,000 over the comparable period in 1996. The increase in net interest
income  is  due  to growth in average total loans of $89,594,000  partially
offset  by  an increase in average interest bearing deposits of $67,054,000
compared to the same 1996 period.
     
     The average balance of interest earning assets during the three months
ended March 31, 1997 was $558,107,000, a $77,778,000 or 16.2% increase over
the  comparable 1996 period.  The Company's average yield on earning assets
for  the  three months ended March 31, 1997 remained static at 8.7%.  Total
interest  income increased $1,698,000 or 16.5% for the three  months  ended
March  31,  1997  compared to the same 1996 period due to  an  increase  in
average interest earning assets of $77,778,000.
     
     Average deposits for the Company for the three months ended March  31,
1997  were $548,434,000, an $80,800,000 or 17.3% increase compared  to  the
period  ended March 31, 1996.  The Company's average cost of funds for  the
three  months  ended March 31, 1997 was 3.6% which yielded a  net  interest
margin  of 5.9%.  This compares to an average cost of funds of 3.4%  and  a
net  interest  margin  of 6.0% for the comparable  1996  period.   Interest
expense  of  $3,862,000  for the three months  ended  March  31,  1997  was
$761,000  or  24.5% over  the comparable 1996 period due to an increase  in
average  interest bearing deposits of $67,054,000 and an  increase  in  the
Company's cost of funds of 0.2%.  Net interest income for the three  months
ended March 31, 1997 increased $937,000 or 13.0%.
     
     The  Company made a provision to the allowance for possible loan  loss
of  $285,000 in the three months ended  March 31, 1997.  The provision  was
made  based on the recent growth within the loan portfolio. An 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,  1997 amounted to $50,000 compared to a net recovery of  $44,000
for  the same period in 1996.  Annualized net loan charge-offs (recoveries)
as  a percentage of average loans for the three months ended March 31, 1997
was 0.05% compared to (0.06%) for the three months ended March 31, 1996 and
 .22% for the year ended December 31, 1996.
     
     Total  other income was $805,000 for the three months ended March  31,
1997, a $23,000 or 2.9% increase compared to the comparable period in 1996.
Service  charges on deposit accounts increased by $55,000 or 9.7% over  the
comparable period in 1996. Gain on sale of investment securities  decreased
by $12,000 and other income decreased $18,000 from one year ago.
     
     Salaries  and  benefits expense for the three months ended  March  31,
1997  was  $2,747,000, a $3,000 or 0.1% decrease from the  comparable  1996
period. This variance resulted primarily from the reduction in officers and
staff  associated  with  the  merger offset by normal  salary  and  benefit
increases. The Company employed 258 full time equivalent employees at March
31,  1997  compared to 259 full time equivalent employees at  December  31,
1996 and 252 full time equivalent employees at March 31, 1996.
     
     Total  other expenses, excluding salaries and benefits, for the  three
months  ended  March 31, 1997, was $2,213,000, a $52,000 or  2.4%  increase
from  the comparable 1996 period. This was primarily due to an increase  in
stationery  and  supplies expense of $119,000 due to  increased  orders  of
printed  forms for statements and various mailings. In addition,  occupancy
expense  increased by $55,000, or 10.8% due to normal rental rate increases
from  year to year. Partially offsetting these increases was a decrease  in
equipment expense associated with data processing costs which were targeted
for significant cost savings from the merger through systems consolidation.
     
     Applicable income taxes of $1,442,000 for the three months ended March
31, 1997 were $290,000, or 25.2% more than the comparable 1996 period.  The
Company's effective tax rate for the three months ended March 31, 1997  was
39.1% compared to 39.0% for the same period in 1996.


Liquidity Management

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

     The Company manages its liquidity primarily by maintaining investments
in  overnight  Fed  Funds,  money market mutual  funds,  available-for-sale
securities, and by maintaining lines of credit with correspondent banks. At
March  31, 1997 the total of cash and due from banks, overnight Fed  Funds,
money  market  mutual funds, and available-for-sale securities  represented
$209,031,000 or 36.4% of total deposits compared to $192,773,000  or  35.2%
at  year  end  1996.  This increase in liquid assets for the  three  months
ended  March 31, 1997 resulted primarily from an increase in deposits which
were invested in Fed 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 Subsidiary Banks 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  risk-based  and  leverage
capital  ratios as of March 31, 1997 and December 31, 1996.  The  Company's
capital  ratios significantly exceeded the minimum capital levels  required
by  current federal regulations.  Management believes that the Company will
continue  to  meet  the  respective minimum  capital  requirements  in  the
foreseeable future.


Risk-Based Capital Ratio
(Unaudited)

March 31, 1997                              December 31, 1996
(Dollars in thousands)           Amount       Ratio      Amount      Ratio
                                                                          
Tier 1 Capital                  $65,173      14.13%     $63,469     13.91%
Tier 1 Capital minimum           18,451       4.00%      18,254      4.00%
requirement
      Excess                     46,722      10.13%      45,215      9.91%
                                                                          
Total Capital                    69,080      14.98%      67,141     14.71%
Total Capital minimum            36,901       8.00%      36,508      8.00%
requirement
      Excess                     32,179       6.98%      30,633      6.71%
                                                                          
Risk-adjusted assets           $461,265                $456,356           
                                                                          


Leverage Ratio
(Unaudited)

March 31, 1997                              December 31, 1996
(Dollars in thousands)           Amount       Ratio      Amount      Ratio
                                                                          
Tier 1 Capital to average                                                 
total assets
(Leverage ratio)                $65,173      10.52%      63,469     10.55%
 Minimum leverage                18,579    3.00% to      18,045   3.00% to
requirement
                                 30,961       5.00%      30,075      5.00%
                                                                          
Excess                           34,212    5.52% to      33,394   5.55% to
                                 46,594       7.52%      45,424      7.55%
                                                                          
Average total assets           $619,289                $601,496           
                                                                          


      Federal banking laws impose restrictions upon the amount of dividends
the  Subsidiary Banks may declare to the Company.  Federal laws also impose
restrictions upon the amount of loans or advances that the Subsidiary Banks
may  extend  to the Company.  In management's opinion, these do not  affect
the ability of the Company to meet its cash obligations.
     
PART II -- OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
                                     
     (a) INDEX TO EXHIBITS

Exhibit                                        Sequentially
Number                 Exhibit                Numbered Page

   3.1     Articles of incorporation of the Company an amended to date.  1/
(*)

  3.2     Bylaws of Company as amended to date.  2/ (*)

 10.1     Lease -- 601 Abrego Street, Monterey, Premises.  3/    (*)

 10.2     Lease for 1001 South Main Street, Salinas, Banking office. 2/
(*)

 10.3     Lease dated December 15, 1988 by and between the Bank  (*)
          and James L. Gattis for 307 Main Street, Salinas Old Town Office.
2/

 10.4     Lease dated May 1, 1985 by and between the Bank   (*)
          and Pacific Capital Bancorp. 4/

 10.5     Pacific Capital Bancorp Employee Stock Ownership  (*)
          Plan and Trust Agreement. 5/

 10.6     Master Equipment Lease Agreement between Bank and (*)
          Parker North American Corporation. 5/

 10.7     Lease dated September 22, 1986 between    (*)
          Bank and The Saunders Company.  5/

*/   Not Applicable.





1/   Filed as Exhibits 3.1, 10.21 and 10.32, respectively, to the Company's
Annual Report on Form 10-K (File No. 0-13528) for the fiscal year ended
December 31, 1988, which are incorporated by reference.

2/   Filed as Exhibits 3.2 and 10.17, respectively, to the Company's Annual
Report on Form 10-K (File No. 2-87513) for the fiscal year ended December
31, 1984, which are incorporated by reference.

3/   Filed as Exhibit to the Company's Registration Statement on Form S-18
(Registration No. 2-87513), which is incorporated by reference.

4/   Filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K
(File No. 0-13528) for the fiscal year ended December 31, 1985, which is
incorporated by reference.

5/   Filed as Exhibits 10.24 through 10.26, respectively, to Company's
Annual Report on Form 10-K (File No. 0-13528) for the fiscal year ended
December 31, 1986, which are incorporated by reference.




Exhibit                                        Sequentially
Number                 Exhibit                Numbered Page

 10.8     Matrix Funding Corporation Master Lease Agreement. 1/  (*)

 10.9     Lease dated January 24, 1989 by and between First National Bank
(*)
          of Monterey County and Stanley R. Haynes. 6/

10.13     Amendment No. One to Pacific Capital Bancorp(*)
          Employee Stock Ownership Plan. 2/

10.14     Amendment No. Two to Pacific Capital Bancorp(*)
          Employee Stock Ownership Plan. 7/

10.15     Amendment No. Three to Pacific Capital Bancorp    (*)
          Employee Stock Ownership Plan. 7/

10.16     Lease dated August 10, 1990 by and between the    (*)
          Trustees of the Stanley Family Trust and Pacific
          Capital Bancorp for Carmel Office. 7/

10.17     Assignment of Lease dated November 1, 1990 by and (*)
          between Pacific Capital Bancorp and First National
          Bank of Monterey-County for Carmel Office. 7/

10.18     Lease dated November 12, 1990 by and between(*)
          First National Bank of Monterey County and Carmel
          Monterey Travel for Premises located at 601 Abrego
          Street, Monterey, California. 7/

10.19     Prunetree Shopping Center Lease dated June 28, 1988    (*)
          by and between Dennis R. Keith and Pajaro Valley Bancorporation.
7/



6/   Filed as Exhibits 10.20 through 10.24, respectively, to the Company's
Annual Report on Form 10-K (File No. 0-13528) for the fiscal year ended
December 31, 1989, which are incorporated by reference.

7/   Filed as Exhibits 10.25 through 10.32 to the Company's Annual Report
on Form 10-K (File No. 0-13528) for the fiscal year ended December 31,
1990, which are incorporated by reference.

Exhibit                                        Sequentially
Number                 Exhibit                Numbered Page

10.20     Lease dated June 21, 1990 by and between Saucito  (*)
          Land Co. and First National Bank of Monterey County. 7/

10.22     Amendment No. Four to Pacific Capital Bancorp     (*)
          Employee Stock Ownership Plan. 8/

10.23     Amendment dated May 20, 1991 to Lease dated(*)
          December 15, 1988 by and between the Bank and
          James L. Gattis for 307 Main Street, Salinas Old Town Office. 8/

10.24     Pacific Capital Bancorp Directors' Stock Option Plan   (*)
          and Form of Stock Option Agreement. 8/

10.26     Pacific Capital Bancorp 1984 Stock Option Plan    (*)
          and Forms of Agreements as amended to date.  8/

10.30     Business Recovery Services Agreement dated(*)
          September 30, 1991 by and between Bank and J.D.B. & Associates,
Inc. 8/

10.31     Consolidated Agreement dated December 17, 1991    (*)
          by and between Bank and Unisys with Equipment Sale Agreement,
          Software License Agreement and Product License Agreement by
          and between Bank and information Technology, Inc. 8/

10.32     Fidelity and Deposit Company of Maryland Directors and (*)
          Officers Liability Insurance Policy including Bank Reimbursement.
8/

10.33     Fidelity and Deposit Company of Maryland  (*)
          Financial Institution Bond.  8/

10.34     Lease dated January 28, 1993 by and between J.W. and R.W.   (*)
          McClellan, Partners, and First National Bank of Central
California. 9/

10.35     Exercise of Lease Option as of September 19, 1992 by and    (*)
          between First National Bank of Central California and James L.
Gattis. 9/



8/   Filed as Exhibits 10.23 through 10.34 to the Company's Annual Report
on Form 10-K (File No. 0-13528) for the fiscal year ended December 31,
1991, which are incorporated by reference.

9/   Filed as exhibits to the Company's Annual Report on Form 10-K (File
No. 0-13528) for the fiscal year ended December 31, 1993, which are
incorporated by reference.






Exhibit                                        Sequentially
Number                 Exhibit                Numbered Page
   
10.37     Lease dated November 18, 1993 by and between Hazel Graven   (*)
          and Vines Stewart and First National Bank of Central California.
10/

10.38     Software License Agreement for Platform Transfer Module and
Interface (*)
          dated September 15, 1993 by and between First National Bank of
          Central California and Information Technology, Inc. 10/
   
10.39     Equipment Sale Agreement dated December 16, 1993 by and     (*)
          between First National Bank of Central California and
          Information Technology, Inc. 10/

10.40     Asset/Liability Management Software Agreement dated    (*)
          December 31, 1993 by and between First National Bank of
          Central California and Profitstar, Inc. 10/

10.41     Applications dated December 28, 1993 by First National Bank (*)
          of Central California to become a member of the California
Bankers
          Clearing House Association. 10/

10.42     Consolidated Agreement for the purchase of computer hardware
(*)
          dated December 20, 1993 by and between First National Bank of
          Central California and Unisys Corporation. 10/

10.46     Amended Pacific Capital Bancorp 1994 Stock Option Plan and Form
of (*)
          Incentive and Non-Qualified Stock Option Agreements. 9/

10.47     Amendment No. Five to Pacific Capital Bancorp Employee (*)
          Stock Ownership Plan and Trust. 10/

10.48     Pacific Capital Bancorp 401(k) Profit Sharing Plan. 10/     (*)

10.49     Equipment Sale Agreement dated March 22, 1995, by and between
(*)
          First National Bank of Central California and
          Information Technology, Inc. 11/

10.50     Equipment Sale Agreement dated February 2, 1996, by and between
(*)
          First National Bank of Central California and
          Information Technology, Inc. 11/


9/   Filed as Exhibits to the Company's Registration Statement on Form S-8
(File No. 33-83848) as filed on September 8, 1994, and Amendment No. 1 to
Form S-8 as filed on November 15, 1994.

10/  Filed as exhibits to the Company's Annual Report on Form 10-K (File
No. 0-13528) for the fiscal year ended December 31, 1994, which are
incorporated by reference.

11/  Filed as exhibits to the Company's Annual Report on Form 10-K (File
No. 0-13528) for the fiscal year ended December 31, 1995, which are
incorporated by reference.



Exhibit                                        Sequentially
Number                 Exhibit                Numbered Page

10.51     Standard Form of Agreement between Owner (Pacific Capital
Bancorp)  (*)
          and Contractor (Daniels & House Construction Co.) for the
renovation
          of existing building and construction of new addition for
          First National Bank of Central California at 1001 S. Main Street,
          Salinas, CA, 93901, dated June 15, 1995. 11/

10.52     Employee Welfare Benefit Plan Agreement dated January 1, 1995,
(*)
          between Pacific Capital Bancorp and
          Great-West Life & Annuity Insurance Co. 11/

10.53     Lease Agreement dated October 29, 1996 by and between James L.
(*)
          Gattis and Pacific Capital Bancorp for property located at 517 S.
          Main Street, Salinas  /12

10.54     Employment Agreement dated May 22, 1996 between First  (*)
          National Bank of Central California and Clayton C. Larson /12

10.55     Employment Agreement dated May 22, 1996 between First  (*)
          National Bank of Central California and D. Vernon Horton /12

10.56     Employment Agreement dated May 22, 1996 between First  (*)
          National Bank of Central California and Dennis A. DeCius /12

10.57     Employment Agreement dated November 20, 1996 between South  (*)
          Valley National Bank and Brad L. Smith /12

  27.     Financial Data Schedule                    20




11/  Filed as exhibits to the Company's Annual Report on Form 10-K (File
No. 0-13528) for the fiscal year ended December 31, 1995, which are
incorporated by reference.

12/  Filed as exhibits to the Company's Annual Report on Form 10-K (File
No. 0-13528) for the fiscal year ended December 31, 1996, which are
incorporated by reference.

                                     
                                 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 8, 1997_____                /S/    D. Vernon Horton
                                        D. Vernon Horton
                                        Chairman of the Board
                                        Chief Executive Officer





Date __ May 8, 1997_______              /S/    Dennis A. DeCius
                                        Dennis A. DeCius
                                        Executive Vice President
                                        Chief Financial Officer