**Exhibit 31.2**

**CERTIFICATIONS**

I, James G.Stathos, Executive Vice President and Chief Financial Officer of Mid-StateBancshares, certify that:

1.                 I have reviewedthis annual report on Form 10-K of Mid-State Bancshares;

2.                 Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

3.                 Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

4.                 The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and we have:

a)               Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

b)              Designed suchinternal controls over financial reporting, or caused such internal controlover financial reporting to be designated under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statement for external purposes in accordance withgenerally accepted accounting principles;

c)               Evaluated theeffectiveness of the registrant’s disclosure controls and procedures, andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thereport based on such evaluation; and

d)              Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5.                 The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent function):

a)               all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information ; and

b)              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and
| Date: March 15, 2005 | /S/ JAMES G. STATHOS                                  |
|---------------------------|-------------------------------------------------------|
| ** **                | James G. Stathos                                      |
| ** **                | Executive Vice President and  Chief Financial Officer |

 

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