UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549FORM 10-K/AAmendment No. 1

(Mark one)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2008 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________



|Commission File Number000-52165
|-------------------------------



|SAN JOAQUIN BANCORP(Exact name of registrant as specified in its charter)
|-------------------------------------------------------------------------

California(State or other jurisdiction of incorporation or organization)
     20-5002515(I.R.S. Employer Identification No.)1000 Truxtun Ave, Bakersfield, California
     93301(Address of principal executive offices)
     (Zip Code)


(661) 281-0360(Registrants telephone number, including area code)

Common Stock (no par value)(Securities registered pursuant to section 12(g) of the Act)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes  ̈No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes  ̈No þ

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 þNo  ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer  ̈                                            | Accelerated filer þ        
|-------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer  ̈(Do not check if a smaller reporting company) | Smaller reporting company  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈No þ

The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and average ask price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter was approximately $70,277,302. Shares of Common Stock held by each executive officer and director of the registrant have been excluded, in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of Common Stock was 3,936,529 as of March 11, 2009.

---



|DOCUMENTS INCORPORATED BY REFERENCE
|-----------------------------------

Portions of the definitive Proxy Statement relating to the registrants Annual Meeting of Shareholders, to be held May 26, 2009, are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III to the extent described therein.



|EXPLANATORY NOTE
|----------------

This Amendment No. 1 on Form 10-K/A amends the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 16, 2009. This Amendment is being filed solely to correct an inadvertent error in Item 6, Selected Financial Data and to include information about the Companys executive officers and code of ethics in Item 10, Directors, Executive Officers and Corporate Governance, which was inadvertently omitted.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

This Amendment No. 1 on Form 10-K/A does not modify or update the disclosures set forth in the Original Filing, including the financial statements and notes to the financial statements set forth in the 2008 Form 10-K, other than as described above.

---



|PART II
|-------

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected financial information, including share and per share information. The selected financial and other data as of and for the five years ended December 31, 2008 is derived in part from the audited Consolidated Financial Statements of the Company presented elsewhere in this annual report on Form 10-K. The selected financial data set forth below should be read in conjunction with, and is qualified in its entirety by, the Consolidated Financial Statements of the Company, including the related notes included elsewhere herein.

|                                              |  |           |  |           |  | At December 31, |  |           |  |          
|--------------------------------------------- |  | --------- |  | --------- |  | --------------- |  | --------- |  | ---------
|                                              |  |          
|(data in thousands, except per share data)    |  | 2008      |  | 2007      |  | 2006            |  | 2005      |  | 2004     
|                                              |  |           |  |           |  |                 |  |           |  |          
|Total Assets                                  |  | $ 936,008 |  | $ 868,728 |  | $ 748,930       |  | $ 627,098 |  | $ 496,746
|Cash & Due from banks                         |  | 31,607    |  | 26,209    |  | 31,869          |  | 24,355    |  | 24,082   
|Federal Funds Sold                            |  | 520       |  | -         |  | 4,250           |  | 1,700     |  | -        
|Securities available-for-sale                 |  | 6,335     |  | 6,433     |  | 7,072           |  | 2,428     |  | 2,494    
|Securities held-to-maturity                   |  | 89,177    |  | 106,858   |  | 140,822         |  | 167,636   |  | 122,912  
|Total Loans, gross                            |  | 774,512   |  | 700,068   |  | 537,761         |  | 408,950   |  | 326,879  
|Allowance for loan losses                     |  | 15,537    |  | 9,268     |  | 8,409           |  | 7,003     |  | 5,487    
|Deferred loan fees                            |  | 1,514     |  | 1,610     |  | 1,353           |  | 1,550     |  | 1,023    
|Investment in real estate                     |  | 513       |  | 577       |  | 643             |  | 710       |  | 686      
|Total deposits                                |  | 767,458   |  | 716,073   |  | 642,654         |  | 575,533   |  | 442,976  
|Federal funds purchased and securities sold   |  |           |  |           |  |                 |  |           |  |          
|under agreements to repurchase                |  | -         |  | -         |  | -               |  | -         |  | 8,663    
|FHLB Advances                                 |  | 48,400    |  | 61,800    |  | 32,200          |  | -         |  | -        
|Long-term debt and other borrowings           |  | 17,076    |  | 17,087    |  | 17,098          |  | 6,797     |  | 6,805    
|Total shareholders' equity                    |  | 56,372    |  | 55,428    |  | 45,866          |  | 39,192    |  | 33,110   
|                                             
|Selected Statement of Operations Data:        |  | 2008      |  | 2007      |  | 2006            |  | 2005      |  | 2004     
|                                              |  |           |  |           |  |                 |  |           |  |          
|Interest income                               |  | $ 51,491  |  | $ 55,657  |  | 46,528          |  | 32,269    |  | 22,055   
|Interest expense                              |  | 18,211    |  | 25,312    |  | 17,828          |  | 9,046     |  | 3,615    
|Net interest income before                    |  |           |  |           |  |                 |  |           |  |          
|provision for loan losses                     |  | 33,280    |  | 30,345    |  | 28,700          |  | 23,223    |  | 18,440   
|Provision for loan losses                     |  | 16,644    |  | 900       |  | 1,730           |  | 1,200     |  | 1,200    
|Net interest income after                     |  |           |  |           |  |                 |  |           |  |          
|provision for loan losses                     |  | 16,636    |  | 29,445    |  | 26,970          |  | 22,023    |  | 17,240   
|Noninterest income                            |  | 3,482     |  | 3,128     |  | 3,075           |  | 2,711     |  | 3,070    
|Noninterest expense                           |  | 17,484    |  | 16,222    |  | 15,205          |  | 13,368    |  | 11,427   
|Income before taxes                           |  | 2,634     |  | 16,351    |  | 14,840          |  | 11,366    |  | 8,883    
|Income tax expense                            |  | 165       |  | 6,933     |  | 6,366           |  | 4,742     |  | 3,475    
|Net income                                    |  | 2,469     |  | 9,418     |  | $ 8,474         |  | $ 6,624   |  | $ 5,408  
|                                             
|Share Data:                                   |  | 2008      |  | 2007      |  | 2006            |  | 2005      |  | 2004     
|                                              |  |           |  |           |  |                 |  |           |  |          
|Net income per share (basic)(1)               |  | $ 0.63    |  | $ 2.43    |  | $ 2.22          |  | $ 1.76    |  | $ 1.45   
|Net income per share (diluted)(1)             |  | $ 0.61    |  | $ 2.31    |  | $ 2.08          |  | $ 1.65    |  | $ 1.36   
|Book Value per share(1)(2)                    |  | $ 14.32   |  | $ 14.25   |  | $ 11.96         |  | $ 10.37   |  | $ 8.86   
|Cash dividend per share(1)                    |  | $ 0.27    |  | $ 0.25    |  | $ 0.22          |  | $ 0.20    |  | $ 0.18   
|Weighted average common shares outstanding(1) |  | 3,929,879 |  | 3,207,021 |  | 3,159,819       |  | 3,110,345 |  | 3,079,877
|Period end shares outstanding(1)              |  | 3,936,529 |  | 3,214,838 |  | 3,169,293       |  | 3,123,542 |  | 3,087,395

|1) | Reflects the effect of the 10% stock dividend paid on March 17, 2008.
|-- | ---------------------------------------------------------------------
|  
|2) | Shareholders' equity divided by shares outstanding                   
|  

1

---

|                                             |  |        |  |         |  | At December 31, |  |         |  |        
|-------------------------------------------- |  | ------ |  | ------- |  | --------------- |  | ------- |  | -------
|                                             |  |       
|Key Operating Ratios:                        |  | 2008   |  | 2007    |  | 2006            |  | 2005    |  | 2004   
|                                             |  |        |  |         |  |                 |  |         |  |        
|Performance ratios:                          |  |        |  |         |  |                 |  |         |  |        
|Return on Average Equity(1)                  |  | 4.21%  |  | 18.76%  |  | 19.48%          |  | 18.43%  |  | 17.69% 
|Return on Average Assets(2)                  |  | 0.28%  |  | 1.21%   |  | 1.26%           |  | 1.18%   |  | 1.17%  
|Net interest spread(3)                       |  | 3.38%  |  | 3.12%   |  | 3.47%           |  | 3.70%   |  | 4.06%  
|Net interest margin(4)                       |  | 4.01%  |  | 4.20%   |  | 4.60%           |  | 4.51%   |  | 4.43%  
|Efficiency ratio(5)                          |  | 47.56% |  | 48.46%  |  | 47.85%          |  | 51.55%  |  | 53.12% 
|Net loans(6)to total deposits                |  | 98.70% |  | 96.25%  |  | 82.16%          |  | 69.57%  |  | 72.32% 
|Dividend payout ratio(7)                     |  | 42.86% |  | 10.11%  |  | 9.84%           |  | 11.34%  |  | 12.50% 
|Average shareholders' equity to              |  |        |  |         |  |                 |  |         |  |        
|average total assets                         |  | 6.60%  |  | 6.45%   |  | 6.45%           |  | 6.41%   |  | 6.64%  
|                                            
|Asset Quality Ratios:                        |  |        |  |         |  |                 |  |         |  |        
|Nonperforming and restructured loans         |  |        |  |         |  |                 |  |         |  |        
|to total loans(8)                            |  | 5.76%  |  | 0.73%   |  | 0.03%           |  | 0.18%   |  | 0.63%  
|Nonperforming and restructured assets        |  |        |  |         |  |                 |  |         |  |        
|to total loans and OREO(9)                   |  | 5.76%  |  | 0.73%   |  | 0.15%           |  | 0.35%   |  | 0.84%  
|Net charge-offs to average total loans       |  | 1.41%  |  | 0.01%   |  | 0.07%           |  | 0.17%   |  | 0.17%  
|Allowance for loan losses to total loans     |  | 2.01%  |  | 1.33%   |  | 1.57%           |  | 1.72%   |  | 1.68%  
|Allowance for loan losses to                 |  |        |  |         |  |                 |  |         |  |        
|nonperforming and restructured loans         |  | 34.89% |  | 182.87% |  | 5496.08%        |  | 963.27% |  | 267.53%
|                                            
|Capital Ratios:                              |  |        |  |         |  |                 |  |         |  |        
|Tier 1 capital to adjusted total assets      |  | 7.68%  |  | 8.05%   |  | 8.24%           |  | 6.44%   |  | 6.66%  
|Tier 1 capital to total risk weighted assets |  | 8.27%  |  | 8.49%   |  | 9.16%           |  | 8.03%   |  | 8.68%  
|Total capital to total risk weighted assets  |  | 10.25% |  | 10.43%  |  | 11.37%          |  | 10.51%  |  | 11.50% 

|1) | Net income divided by average shareholders' equity.                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) | Net income divided by average assets.                                                                                                                               
|  
|3) | Dollar weighted average interest income yield less dollar weighted average interest expense rate.                                                                   
|  
|4) | Net interest income divided by average interest-earning assets.                                                                                                     
|  
|5) | Noninterest expense as a percentage of the sum of net interest income before provision for loan losses and noninterest income excluding securities gains and losses.
|  
|6) | Total gross loans less the allowance for loan losses, deferred fees and related costs.                                                                              
|  
|7) | Dividends declared per share as a percentage of net income per share.                                                                                               
|  
|8) | Nonperforming loans consist of nonaccrual loans and loans past due 90 days or more and still accruing.                                                              
|  
|9) | Nonperforming assets consist of nonperforming and restructured loans and other real estate owned (OREO).                                                            
|  

2

---



|PART III
|--------

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our Directors is incorporated by reference from the information contained under the captionsBoard of Directors and CommitteesandProposal 1  Election of Directorsin our Proxy Statement for the 2009 Annual Meeting. Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the discussion under the headingSection 16(a) Beneficial Ownership Reporting Compliancein our Proxy Statement for the 2009 Annual Meeting. Our Proxy Statement for the 2009 Annual Meeting will be filed pursuant to Regulation 14A of the Exchange Act.

Executive Officers

The executive officers of San Joaquin Bancorp and San Joaquin Bank serve at the pleasure of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of Shareholders. It is anticipated that each of the executive officers listed below will be reappointed to serve in such capacities at that meeting.

|Name of Executive
Bruce Maclin | Position
Mr. Maclin, age 67, has served as the Chairman of the Board of Directors and Chief Executive Officer of Bancorp since 2006. He has been the Chairman of the Board of the Bank since 1980 and has served in an executive capacity since 1995. Mr. Maclin graduated from University of California at Berkeley (A.B. 1964) and the University of California at Berkeley School of Law (Boalt Hall) (J.D. 1967).                                                                                                                                                                                                                                                                                                   
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bart Hill                      | Mr. Hill, age 59, has served as a Director and the President of Bancorp since 2006. Hehas been the Banks President and Chief Executive Officer and served as a member of the Banks Board of Directors since 1987. Mr. Hill earned a B.A. in Economics at University of California, Santa Barbara, and an M.S. in Agriculture Economics at University of California, Davis. Mr. Hill serves as a member of the board of directors ofThe Bakersfield Californian.                                                                                                                                                                                                                                                       
|Stephen M. Annis               | Mr. Annis, age 61,has been the Executive Vice President, Chief Financial Officer and Corporate Secretary of Bancorp since 2006. He has been employed by the Bank since 1986 and currently serves as the Banks Executive Vice President, Chief Financial Officer and Corporate Secretary. Mr. Annis graduated Magna Cum Laude from Pepperdine University, earning a Bachelors degree in Administrative Science and Masters degree in Business Administration. Mr. Annis also holds a California Community College Instructors Credential in Business and Industrial Management. In June 2001, Mr. Annis was awarded the Certified Risk Professional (CRP) designation conferred by The Bank Administration Institute.
|John Ivy                       | Mr. Ivy, age 63, has been employed by the Bank since 1982 and currently serves as theBanks Executive Vice President and Chief Credit Officer. Mr. Ivy received his B.A. in Economics from University of California, Los Angeles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

The Bancorp has adopted a Code of Ethics (as defined in Item 406 of Regulation S-K of the Securities Act of 1933) that is applicable to its senior financial officers including its chief executive officer, chief financial officer, and principal accounting officer. This Code of Ethics has been filed as Exhibit 14.1 to this Annual Report on Form 10-K.

3

---



|PART IV
|-------

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

|(a) | The following documents are filed as part of this Annual Report on Form 10-K:
|--- | -----------------------------------------------------------------------------
|   
|    | (1)                                                                          
|   
|    | (2)                                                                          
|   
|    | (3)                                                                          
|   
|(b) | Exhibits                                                                     
|   

|Exhibit |                       
|------- | ----------------------
|Number  | Description of Exhibit

|2.1    | Agreement and Plan of Reorganization dated May 9, 2006. (Incorporated by reference from exhibit 2.1 filed with Form 10-K filed on March 16, 2007).                  
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|3.1    | Articles of Incorporation of the Registrant. (Incorporated by reference from exhibit 3.1 filed with Form 8-K 12(g)3 filed on August 4, 2006).                       
|      
|3.2    | Bylaws of the Registrant (Incorporated by reference from exhibit 3.2 filed with Form 8-K 12(g)3 filed on August 4, 2006).                                           
|       |                                                                                                                                                                     
|3.2(a) | First Amendment of the Bylaws of the Registrant dated November 21, 2006. (Incorporated byreference from exhibit 3.2(a) filed with Form 10-K filed on March 16, 2007)
|       |                                                                                                                                                                     

|4.1 | Specimen Common Stock Certificate of the Registrant. (Incorporated by reference from exhibit 4.1 filed with Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.2 | Indenture, dated as of September 1, 2006, between San Joaquin Bancorp and Wilmington Trust Company, as Trustee (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on September 6, 2006)                                                                        
|   
|4.3 | Instruments defining the rights of Security Holders, Including Indentures. Pursuant to Securities and Exchange Commission Reg. §229.601(b)(4)(iii)(A), the Registrant agrees to furnish a copy of the following instruments to the Securities and Exchange Commission upon request:
|   
|    | (i)                                                                                                                                                                                                                                                                                
|   
|    | (ii)                                                                                                                                                                                                                                                                               
|   
|    | (iii)                                                                                                                                                                                                                                                                              
|   
|    | (iv)                                                                                                                                                                                                                                                                               
|   

|10.1*                                                                              |  | San Joaquin Bancorp 2008 Stock Incentive Plan (incorporated herein by reference to Appendix C of   
|---------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------
|the Registrants Definitive Proxy Statement on Schedule 14A, filed April 16, 2008)
|                                                                                  
|10.2*                                                                              |  | San Joaquin Bancorp Stock Option Plan. (Incorporated by reference from exhibit 10.1 filed with Form
|                                                                                   |  | 10-K filed on March 16, 2007)                                                                      

4

---



|Exhibit  |  |                                                                                                                                                                                                                                                  
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description of Exhibit                                                                                                                                                                                                                           
|        
|10.3*    |  | San Joaquin Bancorp 1999 Stock Incentive Plan. (Incorporated by reference from exhibit 10.2 filed                                                                                                                                                
|         |  | with Form 10-K filed on March 16, 2007)                                                                                                                                                                                                          
|        
|10.4*    |  | First amendment to the San Joaquin Bancorp 1999 Stock Incentive Plan. (Incorporated by reference                                                                                                                                                 
|         |  | from exhibit 10.3 filed with Form 10-K filed on March 16, 2007)                                                                                                                                                                                  
|        
|10.5*    |  | Amended and Restated Executive Salary Continuation Agreement dated June 18, 2004                                                                                                                                                                 
|         |  | between San Joaquin Bank and Bruce Maclin (Incorporated by reference from exhibit 99.11                                                                                                                                                          
|         |  | filed with Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                                                                                             
|         |  |                                                                                                                                                                                                                                                  
|10.5(a)* |  | First Amendment to Amended and Restated Executive Salary Continuation Agreement datedDecember 19, 2006 between San Joaquin Bancorp and Bruce Maclin. (Incorporated by reference fromexhibit 10.6(a) filed with Form 10-K filed on March 16, 2007)
|         |  |                                                                                                                                                                                                                                                  
|10.5(b)* |  | Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                           
|         |  | December 29, 2008 between San Joaquin Bancorp and Bruce Maclin.                                                                                                                                                                                  
|        
|10.6*    |  | Amended and Restated Executive Salary Continuation Agreement dated June 18, 2004                                                                                                                                                                 
|         |  | between San Joaquin Bank and Bart Hill (Incorporated by reference from exhibit 99.12 filed                                                                                                                                                       
|         |  | with Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                                                                                                   
|        
|10.6(a)* |  | First Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                            
|         |  | December 19, 2006 between San Joaquin Bancorp and Bart Hill. (Incorporated by reference from                                                                                                                                                     
|         |  | exhibit 10.7(a) filed with Form 10-K filed on March 16, 2007)                                                                                                                                                                                    
|        
|10.6(b)* |  | Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                           
|         |  | December 29, 2008 between San Joaquin Bancorp and Bart Hill                                                                                                                                                                                      
|        
|10.7*    |  | Amended and Restated Executive Salary Continuation Agreement dated June 13, 2003                                                                                                                                                                 
|         |  | between San Joaquin Bank and Stephen Annis (Incorporated by reference from exhibit 99.13                                                                                                                                                         
|         |  | filed with Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                                                                                             
|        
|10.9(a)* |  | First Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                            
|         |  | December 19, 2006 between San Joaquin Bancorp and Stephen Annis. (Incorporated by reference from                                                                                                                                                 
|         |  | exhibit 10.8(a) filed with Form 10-K filed on March 16, 2007)                                                                                                                                                                                    
|        
|10.7(b)* |  | Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                           
|         |  | January 25, 2007 between San Joaquin Bancorp and Stephen Annis. (Incorporated by reference from                                                                                                                                                  
|         |  | exhibit 10.8(b) filed with Form 10-K filed on March 16, 2007)                                                                                                                                                                                    
|        
|10.7(c)* |  | Third Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                            
|         |  | December 30, 2008 between San Joaquin Bancorp and Stephen Annis.                                                                                                                                                                                 
|        
|10.8*    |  | Amended and Restated Executive Salary Continuation Agreement dated June 11, 2003                                                                                                                                                                 
|         |  | between San Joaquin Bank and John W. Ivy (Incorporated by reference from exhibit 99.14                                                                                                                                                           
|         |  | filed with Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                                                                                             
|        
|10.8(a)* |  | First Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                            
|         |  | December 19, 2006 between San Joaquin Bancorp and John Ivy. (Incorporated by reference from                                                                                                                                                      
|         |  | exhibit 10.9(a) filed with Form 10-K filed on March 16, 2007)                                                                                                                                                                                    



5

---

|Exhibit                                                                                |  |                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number                                                                                 |  | Description of Exhibit                                                                                                                                                                                                                        
|                                                                                       |  |                                                                                                                                                                                                                                               
|10.8(b)*                                                                               |  | Second Amendment to Amended and Restated Executive Salary Continuation Agreement datedJanuary 25, 2007 between San Joaquin Bancorp and John Ivy. (Incorporated by reference from exhibit 10.9(b) filed with Form 10-K filed on March 16, 2007)
|                                                                                       |  |                                                                                                                                                                                                                                               
|10.8(c)*                                                                               |  | Third Amendment to Amended and Restated Executive Salary Continuation Agreement dated                                                                                                                                                         
|                                                                                       |  | December 30, 2008 between San Joaquin Bancorp and John Ivy.                                                                                                                                                                                   
|                                                                                      
|10.9*                                                                                  |  | Change in Control Agreement dated January 28, 1999 between San Joaquin Bank and Bruce                                                                                                                                                         
|                                                                                       |  | Maclin (Incorporated by reference from exhibit 99.15 filed with Form 8-K 12(g)3 filed on                                                                                                                                                      
|                                                                                       |  | August 4, 2006).                                                                                                                                                                                                                              
|                                                                                      
|10.9(a)*                                                                               |  | First Amendment to Change in Control Agreement dated June 7, 2001 between San Joaquin                                                                                                                                                         
|                                                                                       |  | Bank and Bruce Maclin (Incorporated by reference from exhibit 99.16 filed with Form 8-                                                                                                                                                        
|                                                                                       |  | K12(g)3 filed on August 4, 2006).                                                                                                                                                                                                             
|                                                                                      
|10.9(b)*                                                                               |  | Second Amendment to Change in Control Agreement dated April 30, 2003 between San                                                                                                                                                              
|                                                                                       |  | Joaquin Bank and Bruce Maclin (Incorporated by reference from exhibit 99.17 filed with                                                                                                                                                        
|                                                                                       |  | Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                                                                                                     
|                                                                                      
|10.10*                                                                                 |  | Change in Control Agreement dated January 28, 1999 between San Joaquin Bank and Bart                                                                                                                                                          
|Hill (Incorporated by reference from exhibit 99.18 filed with Form 8-K 12(g)3 filed on
|                                                                                       |  | August 4, 2006).                                                                                                                                                                                                                              
|                                                                                      
|10.10(a)*                                                                              |  | First Amendment to Change in Control Agreement dated June 7, 2001 between San Joaquin                                                                                                                                                         
|                                                                                       |  | Bank and Bart Hill (Incorporated by reference from exhibit 99.19 filed with Form 8-K 12(g)3                                                                                                                                                   
|                                                                                       |  | filed on August 4, 2006).                                                                                                                                                                                                                     
|                                                                                      
|10.10(b)*                                                                              |  | Second Amendment to Change in Control Agreement dated April 30, 2003 between San                                                                                                                                                              
|                                                                                       |  | Joaquin Bank and Bart Hill (Incorporated by reference from exhibit 99.20 filed with Form 8-                                                                                                                                                   
|                                                                                       |  | K12(g)3 filed on August 4, 2006).                                                                                                                                                                                                             
|                                                                                       |  |                                                                                                                                                                                                                                               
|10.11*                                                                                 |  | Change in Control Agreement dated June 7, 2001 between San Joaquin Bank and StephenAnnis (Incorporated by reference from exhibit 99. 12 filed with Form 8-K 12(g)3 filed on August 4, 2006).                                                  
|                                                                                       |  |                                                                                                                                                                                                                                               
|10.11(a)*                                                                              |  | First Amendment to Change in Control Agreement dated April 30, 2003 between San Joaquin                                                                                                                                                       
|                                                                                       |  | Bank and Stephen Annis (Incorporated by reference from exhibit 99.22 filed with Form 8-                                                                                                                                                       
|                                                                                       |  | K12(g)3 filed on August 4, 2006)                                                                                                                                                                                                              
|                                                                                      
|10.12*                                                                                 |  | Change in Control Agreement dated June 7, 2001 between San Joaquin Bank and John W. Ivy                                                                                                                                                       
|                                                                                       |  | (Incorporated by reference from exhibit 99.23 filed with Form 8-K 12(g)3 filed on August 4,                                                                                                                                                   
|                                                                                       |  | 2006).                                                                                                                                                                                                                                        
|                                                                                      
|10.12(a)*                                                                              |  | First Amendment to Change in Control Agreement dated April 30, 2003 between San Joaquin                                                                                                                                                       
|                                                                                       |  | Bank and John W. Ivy (Incorporated by reference from exhibit 99.24 filed with Form 8-                                                                                                                                                         
|                                                                                       |  | K 12(g)3 filed on August 4, 2006).                                                                                                                                                                                                            
|                                                                                      
|10.13*                                                                                 |  | Statement relating to the payment of club dues for Executive Officers. (Incorporated by                                                                                                                                                       
|                                                                                       |  | reference from exhibit 99.29 filed with Form 8-K 12(g)3 filed on August 4, 2006).                                                                                                                                                             
|                                                                                      
|10.14*                                                                                 |  | Statement relating to the travel and entertainment allowance for Bruce Maclin and Bart Hill.                                                                                                                                                  
|                                                                                      
|10.15*                                                                                 |  | Agreement dated December 19, 2008 between San Joaquin bank and Melvin D. Atkinson.                                                                                                                                                            
|                                                                                       |  | (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on December 23, 2008)                                                                                                                                                  



6

---

|Exhibit |  |                                                                                                                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                        
|10.16   |  | Agreement dated October 22, 2005 between San Joaquin Bank and Continental Stock Transfer and Trust 
Company regarding the appointment of Continental Stock Transfer and Trust Company as the Bank's 
transfer agent. (Incorporated by reference from exhibit 99.27 filed with Form 8-K 12(g)3 filed on August 4, 2006).
|10.17   |  | Guarantee Agreement, dated as of September 1, 2006, between San Joaquin Bancorp, as Guarantor, and 
Wilmington Trust Company, as Guarantee Trustee (Incorporated by reference from exhibit 10.2 filed with 
Form 8-K filed on September 6, 2006).                                                                      
|10.18   |  | Amended and Restated Declaration of Trust of San Joaquin Bancorp Trust #1, dated as of September 1, 2006. 
(Incorporated by reference from exhibit 10.3 filed with Form 8-K filed on September 6, 2006)                                                                                                                
|10.19   |  | Purchase Agreement dated December 21, 2006 between San Joaquin Bancorp and The David R. Wilson 
Revocable Trust Dated January 26, 1994 (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed 
on March 12, 2007)                                                                                      
|10.20   |  | Purchase Agreement dated August 22, 2007 between Farmersville Village Grove Associates and Pacific West 
Communities, Inc. (Incorporated by reference from exhibit 10.1 filed with Form 10-Q filed on November 9, 2007)                                                                                                
|11.1    |  | Statement re computation of per share earnings (Incorporated by reference from Note 1 and Note 15 to the 
Consolidated Financial Statements).                                                                                                                                                                          
|12.1    |  | Statements re computation of ratios (Incorporated by reference from Item 8).                                                                                                                                                                                                                                           
|14.1    |  | Code of Ethics. (Incorporated by reference from exhibit 14.1 filed with Form 10-K filed on March 16, 2007)                                                                                                                                                                                                             
|21.1    |  | List of Registrants Subsidiaries.                                                                                                                                                                                                                                                                                     
|23.1    |  | Consent of Brown Armstrong Accountancy Corporation with respect to financial statements of the Registrant.                                                                                                                                                                                                             
|24.1    |  | Power of Attorney (included on signature page).                                                                                                                                                                                                                                                                        
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a  14(a) (17CFR 240.13a-14(a)) and Rule 15d-14(a), 
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                 
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a  14(a) (17CFR 240.13a-14(a)) and Rule 15d-14(a), 
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                 
|32.1    |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as 
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                        

* Management contract, compensatory plan, or arrangement.

The Company will furnish to shareholders a copy of any exhibit listed above, but not contained herein, upon written request to:

San Joaquin BancorpCorporate Secretary1000 Truxtun AvenueBakersfield, California 93301.(c) See Item 15(a)(2) above.

7

---

SIGNATURES

Pursuant to the requirements of sections 13 or 15(d) 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.

March 24, 2009
     SAN JOAQUIN BANCORPBy: /S/ BRUCE MACLINChief Executive Officer





8

---