UNITED
STATES


SECURITIES
& EXCHANGE COMMISSION


Washington,
D.C. 20549


__________________________





FORM
10-Q





ý
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
Quarter Ended March 31, 2009





OR




0
            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:  0-49892





PACIFIC
STATE BANCORP


(Exact
Name of Registrant as Specified in its Charter)





California
            61-1407606(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)





1899
W. March Lane, Stockton, CA 95207


(Address
of Principal Executive Offices) (Zip Code)


Registrant’s
Telephone Number, including Area Code (209) 870-3214





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  ý   No 
0





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes ý   No0





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer.  See definition of
“accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):


Large
accelerated filer 0                                                                
Accelerated filer  0                                           Non
–accelerated filer  0  Smaller
reporting company   ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  0   No ý





Indicate
the number of shares outstanding of each of the registrant issuer’s classes of
common stock, as of the latest practicable date:





Title
      of Class
            Shares
      outstanding as of May 8, 2009Common
      Stock
              No
      Par Value
            3,722,198





PART
I.  FINANCIAL INFORMATION





ITEM
I.  FINANCIAL STATEMENTS





PACIFIC
      STATE BANCORP AND SUBSIDIARYCONDENSED
      CONSOLIDATED BALANCE SHEETSUnaudited
                
                March
      31,
                
                
                December
      31,(Dollars
      in thousands)
                
                2009
                
                
                2008ASSETSCash
      and due from banks
                
                $
                11,308
                
                
                $
                16,700Federal
      funds sold
                
                
                9,455
                
                
                
                21,811Total
      cash and cash equivalents
                
                
                20,763
                
                
                
                38,511Investment
      securities
                
                
                39,420
                
                
                
                39,738Loans,
      less allowance for loan losses of $6,406 in 2009 and $6,019 in
      2008
                
                
                297,784
                
                
                
                301,945Premises
      and equipment, net
                
                
                16,974
                
                
                
                16,811Other
      real estate owned
                
                
                2,878
                
                
                
                2,029Company
      owned life insurance
                
                
                6,820
                
                
                
                6,751Accrued
      interest receivable and other assets
                
                
                16,071
                
                
                
                15,668Total
      assets
                
                $
                400,710
                
                
                $
                421,453LIABILITIES
      ANDSHAREHOLDERS'
      EQUITYDeposits:Non-interest
      bearing
                
                $
                58,005
                
                
                $
                69,874Interest
      bearing
                
                
                262,778
                
                
                
                271,106Total
      deposits
                
                
                320,783
                
                
                
                340,980Other
      borrowings
                
                
                40,000
                
                
                
                40,000Subordinated
      debentures
                
                
                8,764
                
                
                
                8,764Accrued
      interest payable and other liabilities
                
                
                4,213
                
                
                
                4,425Total
      liabilities
                
                
                373,760
                
                
                
                394,169Shareholders'
      equity:Preferred
      stock - 2,000,000 shares authorized; none issued or
      outstanding
                
                
                -
                
                
                
                -Common
      stock – no par value; 24,000,000 shares authorized; issued and outstanding
      –3,722,198 shares in 2009 and 3,718,598 shares in 2008
                
                
                10,781
                
                
                
                10,767Retained
      earnings
                
                
                18,520
                
                
                
                18,814Accumulated
      other comprehensive loss, net of taxes
                
                
                (2,351
                )
                
                
                (2,297
                )Total
      shareholders' equity
                
                
                26,950
                
                
                
                27,284Total
      liabilities and shareholders' equity
                
                $
                400,710
                
                
                $
                421,453





See notes
to unaudited condensed consolidated financial statements


-1-





PACIFIC
      STATE BANCORPCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSUnaudited
                
                Three
      Months Ended March 31,(Dollars
      in thousands)
                
                2009
                
                
                2008Interest
      income:Interest
      and fees on loans
                
                $
                5,024
                
                
                $
                6,476Interest
      on Federal funds sold
                
                
                16
                
                
                
                115Interest
      on investment securities
                
                
                512
                
                
                
                710Total
      interest income
                
                
                5,552
                
                
                
                7,301Interest
      expense:Interest
      on deposits
                
                
                1,837
                
                
                
                2,798Interest
      on borrowings
                
                
                306
                
                
                
                430Interest
      on subordinated debentures
                
                
                84
                
                
                
                154Total
      interest expense
                
                
                2,227
                
                
                
                3,382Net
      interest income before provision for loan losses
                
                
                3,325
                
                
                
                3,919Provision
      for loan losses
                
                
                972
                
                
                
                210Net
      interest income after provision for loan losses
                
                
                2,353
                
                
                
                3,709Non-interest
      income:Service
      charges
                
                
                164
                
                
                
                237Gain
      on sale of loans
                
                
                12
                
                
                
                19Other
      income
                
                
                203
                
                
                
                216Total
      non-interest income
                
                
                379
                
                
                
                472Non-interest
      expenses:Salaries
      and employee benefits
                
                
                1,154
                
                
                
                1,268Occupancy
                
                
                279
                
                
                
                263Furniture
      and equipment
                
                
                268
                
                
                
                179Other
      real estate
                
                
                431
                
                
                
                -Other
      expenses
                
                
                1,165
                
                
                
                785Total
      non-interest expenses
                
                
                3,297
                
                
                
                2,495(Loss)
      income before (benefit) provision for income taxes
                
                
                (565
                )
                
                
                1,686(Benefit)
      provision for income taxes
                
                
                (271
                )
                
                
                592Net
      (loss) income
                
                $
                (294
                )
                
                $
                1,094Basic
      (loss) earnings per share
                
                $
                (0.08
                )
                
                $
                0.30Diluted
      (loss) earnings per share
                
                $
                (0.08
                )
                
                $
                0.27


See notes
to unaudited condensed consolidated financial statements








-2-


PACIFIC
STATE BANCORP AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
the Three Month Periods Ended March 31, 2009 and 2008


(In
thousands)





(Unaudited)
                
                2009
                
                
                2008Cash
      flows from operating activities:Net
      (loss) income
                
                $
                (294
                )
                
                $
                1,094Provision
      for loan losses
                
                
                972
                
                
                
                210Net
      (increase) decrease in deferred loan origination costs
                
                
                (183
                )
                
                
                73Depreciation,
      amortization and accretion
                
                
                235
                
                
                
                36Stock-based
      compensation expense
                
                
                14
                
                
                
                86Company
      owned life insurance earnings
                
                
                (69
                )
                
                
                (76
                )Other
      real estate impairment
                
                
                357
                
                
                
                -Increase
      in accrued interest receivable and other assets
                
                
                (414
                )
                
                
                (126
                )Decrease
      in accrued interest payable and other liabilities
                
                
                (212
                )
                
                
                (1,982
                )Net
      cash provided by (used in) operating activities
                
                
                406
                
                
                
                (685
                )Cash
      flows from investing activities:Purchases
      of available-for-sale investment securities
                
                
                (6,626
                )
                
                
                (16,886
                )Proceeds
      from matured and called available-for-sale investment
      securities
                
                
                4,994
                
                
                
                10,265Proceeds
      from principal repayments from available-for-sale government-guaranteed
      mortgage-backed securities
                
                
                1,935
                
                
                
                296Proceeds
      from principal repayments from held-to-maturity government-guarantee
      mortgage-backed securities
                
                
                3
                
                
                
                53Purchase
      of FRB and FHLB stock
                
                
                -
                
                
                
                (14
                )Proceeds
      from the sale of other real estate
                
                
                874
                
                
                
                -Net
      decrease (increase) in loans
                
                
                1,301
                
                
                
                (16,807
                )Purchases
      of premises and equipment
                
                
                (438
                )
                
                
                (545
                )Net
      cash provided by (used in) investing activities
                
                
                2,043
                
                
                
                (23,638
                )Cash
      flows from financing activities:Net
      (decrease) increase in demand, interest-bearing and savings
      deposits
                
                
                (14,441
                )
                
                
                9,709Net
      (decrease) increase  in time deposits
                
                
                (5,756
                )
                
                
                3,786Net
      cash (used in) provided by financing Activities
                
                
                (20,197
                )
                
                
                13,495Decrease
      in cash and cash equivalents
                
                
                (17,748
                )
                
                
                (10,828
                )Cash
      and cash equivalents at beginning of period
                
                
                38,511
                
                
                
                45,674Cash
      and cash equivalents at end of period
                
                $
                20,763
                
                
                $
                34,846





-3-


Pacific
State Bancorp and Subsidiary


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








1.
GENERAL





Pacific
State Bancorp is a holding company with one bank subsidiary, Pacific State Bank,
(the “Bank”), and two unconsolidated subsidiary grantor trusts, Pacific State
Statutory Trusts II and III.  Pacific State Bancorp commenced
operations on June 24, 2002 after acquiring all of the outstanding shares of
Pacific State Bank.  The Bank is a California state chartered bank
formed on November 2, 1987. The Bank is a member of the Federal Reserve System.
The Bank’s primary source of revenue is interest on loans to customers who are
predominantly small to middle-market businesses and middle-income
individuals.  Pacific State Statutory Trusts II and III are
unconsolidated, wholly owned statutory business trusts formed in March 2004 and
June 2007, respectively for the exclusive purpose of issuing and selling trust
preferred securities.





The Bank
conducts general commercial banking business, primarily in the five county
region that comprises Alameda, Calaveras, San Joaquin, Stanislaus and Tuolumne
counties, and offers commercial banking services to residents and employers of
businesses in the Bank’s service area, including professional firms and small to
medium sized retail and wholesale businesses and manufacturers.  The
Company, as of May 8, 2009, had 92 employees. The Bank does not engage in any
non-banking related lines of business. The business of the Bank is not to any
significant degree seasonal in nature.  The Bank has no operations
outside California and has no material amount of loans or deposits concentrated
among any one or few persons, groups or industries.  The Bank operates
nine branches with its Administrative Office located at 1899 W. March Lane, in
Stockton, California; additional branches are located in the communities of
Angels Camp, Arnold, Groveland, Lodi, Modesto, Stockton, Tracy, and Hayward,
California.  Pacific State Bancorp common stock trades on the NASDAQ
Global Market under the symbol of “PSBC”.





2. BASIS
OF PRESENTATION AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





In the
opinion of management, the unaudited condensed consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the consolidated financial position of Pacific State
Bancorp (the "Company") at March 31, 2009 and December 31, 2008, and the results
of its operations for the three month period ended March 31, 2009 and 2008, and
its cash flows for the three month period ended March 31, 2009 and 2008 in
conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X
of the Securities and Exchange Commission (“SEC”).





Certain
disclosures normally presented in the notes to the consolidated financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America for annual financial statements have been
omitted.  The Company believes that the disclosures in the interim
condensed consolidated financial statements are adequate to make the information
not misleading. These interim condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company's 2008 Annual Report to
Shareholders.   The results of operations for the three month
period ended March 31, 2009 may not necessarily be indicative of the operating
results for the full year.


-4-


In
preparing such financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the balance sheet and revenues and expenses for the
period.  Actual results could differ significantly from those
estimates.  Material estimates that are particularly susceptible to
significant changes in the near term relate to the determination of the
allowance for loan losses, the provision for income taxes and the estimated fair
value of investment securities.





Management
has determined that all of the commercial banking products and services offered
by the Company are available in each branch of the Bank, that all branches are
located within the same economic environment and that management does not
allocate resources based on the performance of different lending or transaction
activities. Accordingly, the Company and its subsidiary operate as one business
segment. No customer accounts for more than 10% of the revenue for the Bank or
the Company.





3.
LOANS





Outstanding
loans are summarized below:





March
      31,
                
                
                December
      31,2009
                
                
                2008(In
      thousands)Commercial
                
                $
                79,667
                
                
                $
                81,284Agricultural
                
                
                12,092
                
                
                
                13,153Real
      estate - commercial mortgage
                
                
                148,759
                
                
                
                135,013Real
      estate - construction
                
                
                50,654
                
                
                
                64,762Installment
                
                
                12,692
                
                
                
                13,609Gross
      loans
                
                
                303,864
                
                
                
                307,821Deferred
      loan origination costs, net
                
                
                326
                
                
                
                143Allowance
      for loan losses
                
                
                (6,406
                )
                
                
                (6,019
                )Net
      loans
                
                $
                297,784
                
                
                $
                301,945





4.
COMMITMENTS AND CONTINGENCIES





The
Company is party to claims and legal proceedings arising in the ordinary course
of business.  In the opinion of the Company’s management, the ultimate
liability with respect to such proceedings will not have a materially adverse
effect on the financial condition or results of operations of the Company as a
whole.





In the
normal course of business there are outstanding various commitments to extend
credit which are not reflected in the consolidated financial statements,
including loan commitments of approximately $49,126,000 and $55,522,000 and
stand-by letters of credit of $1,587,000 and $1,557,000 at March 31, 2009 and
December 31, 2008, respectively.  However, all such commitments will
not necessarily culminate in actual extensions of credit by the
Company.


-5-


Approximately
$11,645,000 of the loan commitments outstanding at March 31, 2009 are for real
estate loans and are expected to fund within the next twelve
months.  The remaining commitments primarily relate to revolving lines
of credit or other commercial loans, and many of these are expected to expire
without being drawn upon.  Therefore, the total commitments do not
necessarily represent future cash requirements.  Each potential
borrower and the necessary collateral are evaluated on an individual
basis.  Collateral varies, but may include real property, bank
deposits, debt or equity securities or business assets.





Stand-by
letters of credit are commitments written to guarantee the performance of a
customer to a third party.  These guarantees are issued primarily
relating to purchases of inventory by commercial customers and are typically
short term in nature.  Credit risk is similar to that involved in
extending loan commitments to customers and accordingly, evaluation and
collateral requirements similar to those for loan commitments are
used.  Virtually all such commitments are collateralized. The deferred
liability related to the Company’s stand-by letters of credit was not
significant at March 31, 2009 and December 31, 2008.




5.
EARNINGS (LOSS) PER SHARE COMPUTATION





Basic
earnings (loss) per share are computed by dividing net income (loss) by the
weighted average common shares outstanding for the period.  Diluted
earnings per share reflect the potential dilution that could occur if
outstanding stock options were exercised.   Diluted earnings per
share is computed by dividing net income by the weighted average common shares
outstanding for the period plus the weighted average dilutive effect of
outstanding options.  In the first quarter of 2009, the Company
recognized a net loss.  Due to the net loss, the diluted loss per
share is equal to the basic loss per share.  At March 31, 2009, the
Company had 519,000 anti-dilutive shares outstanding.





6.
COMPREHENSIVE (LOSS) INCOME





Comprehensive
(loss) income is reported in addition to net (loss) income for all periods
presented.  Comprehensive (loss) income is made up of net (loss)
income plus other comprehensive income or loss.  Other comprehensive
income or loss, net of taxes, is comprised of the unrealized gains or losses on
available-for-sale investment securities.  The following table shows
total comprehensive (loss) income and its components for the periods
indicated:





Three
      Months Ended(in
      thousands)
                
                March
      31, 2009
                
                
                March
      31, 2008Net
      (loss) income
                
                $
                (294
                )
                
                $
                1,094Other
      comprehensive loss:Change
      in unrealized loss on available for sale securities
                
                
                (54
                )
                
                
                (98
                )Reclassification
      adjustment
                
                
                22
                
                
                
                11Total
      other comprehensive loss
                
                
                (32
                )
                
                
                (87
                )Total
      comprehensive (loss) income
                
                $
                (326
                )
                
                $
                1,007





-6-


7. STOCK
–BASED COMPENSATION





Stock
Option Plan





The
Company’s only stock-based compensation plan, the Pacific State Bancorp 1997
Stock Option Plan (the “Plan”), terminated in 2007. The Plan requires that the
option price may not be less than the fair market value of the stock at the date
the option is granted, and that the stock must be paid in full at the time the
option is exercised. The options expire on a date determined by the Board of
Directors, but not later than ten years from the date of grant. The vesting
period is determined by the Board of Directors and is generally over five
years.  New shares are issued upon the exercise of
options





Stock
Option Compensation





There
were no stock options granted in the three month period ended March 31, 2009 and
none granted for the three months ended March 31, 2008.  For the three
month periods ended March 31, 2009 and 2008, the compensation cost recognized
for stock option compensation was $14,000 and $85,000, respectively. The excess
tax benefits were not significant for the Company.





At March
31, 2009, the total compensation cost related to nonvested stock option awards
granted to employees under the Company’s stock option plans but not yet
recognized was $186,000.  This cost is expected to be recognized over
a weighted average remaining period of 3.5 years and will be adjusted for
subsequent changes in estimated forfeitures.




Stock
Option Activity




A summary
of option activity under the stock option plans as of March 31, 2009 and changes
during the period then ended is presented below:





Options
                
                Shares
                
                
                Weighted
      Average Exercise Price
                
                
                Weighted
      Average Remaining Contractual Term
                
                
                Aggregate
      Intrinsic Value ($000)Outstanding
      at January 1, 2009
                
                
                645,869
                
                
                $
                7.73
                
                
                4.8
      years
                
                
                $
                -Granted
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Exercised
                
                
                3,600
                
                
                
                5.42
                
                
                
                3.6
                
                
                
                -Cancelled
                
                
                123,200
                
                
                
                7.42
                
                
                
                4.5
                
                
                
                -Outstanding
      at March 31, 2009
                
                
                519,069
                
                
                $
                7.82
                
                
                4.5
      years
                
                
                $
                -Options
      vested or expected to vest at March 31, 2009
                
                
                519,069
                
                
                $
                7.82
                
                
                4.5
      Years
                
                
                $
                -Exercisable
      at March 31, 2009
                
                
                495,069
                
                
                $
                7.25
                
                
                4.4
      Years
                
                
                $
                -





-7-


The
intrinsic value was derived from the closing market price of the Company’s
common stock of $1.93 as of March 31, 2009.





8. INCOME
TAXES





The
Company files its income taxes on a consolidated basis with its subsidiaries.
The allocation of income tax expense (benefit) represents each entity’s
proportionate share of the consolidated provision for income taxes.




The
Company accounts for income taxes using the liability or balance sheet method.
Under this method, deferred tax assets and liabilities are recognized for the
tax consequences of temporary differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment. On the consolidated balance sheet, net deferred tax assets are
included in accrued interest receivable and other assets.




Accounting
for Uncertainty in Income Taxes




The
benefit of a tax position is recognized in the financial statements in the
period during which, based on all available evidence, management believes it is
more likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any.  Tax
positions that meet the more-likely-than-not recognition threshold are measured
as the largest amount of tax benefit that is more than 50 percent likely of
being realized upon settlement with the applicable taxing authority.  The
portion of the benefits associated with tax positions taken that exceeds the
amount measured as described above is reflected as a liability for unrecognized
tax benefits in the accompanying balance sheet along with any associated
interest and penalties that would be payable to the taxing authorities upon
examination.  The Company recognizes accrued interest and penalties related
to unrecognized tax benefits, if applicable, as a component of interest expense
in the consolidated statements of operations.  There have been no
significant changes to unrecognized tax benefits or accrued interest and
penalties for the three months ended March 31, 2009.





9.  FAIR
VALUE MEASUREMENT





In
accordance with FAS 157, the following table presents information about the
Company’s assets and liabilities measured at fair value on a recurring and
nonrecurring basis as of March 31, 2009, and indicates the fair value hierarchy
of the valuation techniques utilized by the Company to determine such fair
value. In general, fair values determined by Level 1 inputs utilize quoted
prices (unadjusted) in active markets for identical assets or liabilities
that the Company has the ability to access. Fair values determined by Level 2
inputs utilize information other than the quoted prices included in Level 1 that
are observable for the asset or liability, either directly or indirectly. Level
2 inputs include quoted prices for similar assets and liabilities in active
markets, and inputs other than quoted prices that are observable for the asset
or liability, such as interest rates and yield curves that are observable at
commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset
or liability, and include situations where there is little, if any, market
activity for the asset or liability. In certain cases, the inputs used to
measure fair value may fall into different levels of the fair value hierarchy.
In such cases, the level in the fair value hierarchy within which the fair value
measurement, in its entirety, falls has been determined based on the lowest
level input that is significant to the fair value measurement. The Company’s
assessment of the significance of a particular input to the fair value
measurement, in its entirety, requires judgment and considers factors specific
to the asset or liability.




-8-


(dollars
in thousands)


Description
                
                Fair
      Value
                  March
      31, 2009
                
                
                Fair
      Value Measurements
                  at
      March 31, 2009 usingQuoted
      Prices in Active Markets for Identical Assets (Level 1)
                
                
                Other
      Observable Inputs
                  (Level
      2)
                
                
                Significant
      Unobservable
                  Inputs
                  (Level
      3)Assets
      and liabilities measured on a recurring basis:Available-for-sale
      securities
                
                $
                39,420
                
                
                $
                30,888
                
                
                $
                8,532
                
                
                $
                -Total
                
                $
                39,420
                
                
                $
                30,888
                
                
                $
                8,532
                
                
                $
                -Assets
      and liabilities measured on a nonrecurring basis:Impaired
      loans
                
                $
                25,488
                
                
                $
                -
                
                
                $
                -
                
                
                $
                25,488Other
      real estate owned
                
                
                2,878
                
                
                
                -
                
                
                
                -
                
                
                
                2,878Total
                
                $
                28,366
                
                
                $
                -
                
                
                $
                -
                
                
                $
                28,366





The
following methods were used to estimate the fair value of each class of
financial instrument above:




Available-for-sale
securities- Fair values for investment securities are based on evaluated
pricing models that vary by asset class and incorporate available trade, bid and
other market information.  Evaluated pricing applications apply
available information, as applicable, through processes such as benchmark
curves, benchmarking to like securities, sector groupings, and matrix
pricing.





Impaired Loans-The fair value of
impaired loans is based on the fair value of the collateral for all collateral
dependent loans and for other impaired loans is estimated using a discounted
cash flow model.





Other real estate
owned-Other real estate owned
represents real estate which the Company has taken control of in partial or full
satisfaction of loans. At the time of foreclosure, other real estate owned is
recorded at the fair value of the real estate less costs to sell, which becomes
the property’s new basis.





10. NEW
ACCOUNTING PRONOUNCEMENTS





In April
2009, the Financial Accounting Standards Board (FASB) issued the following three
FASB Staff Positions (FSPs) intended to provide additional guidance and enhance
disclosures regarding fair value measurements and impairment of
securities:




FSP FAS
157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly, provides additional guidance for estimating fair value in
accordance with SFAS No. 157 when the volume and level of activity for the
asset or liability have decreased significantly.  FSP FAS 157-4 also
provides guidance on identifying circumstances that indicate a transaction is
not orderly.   The provisions of FSP FAS 157-4 were adopted by
the Company on January 1, 2009 and did not have a significant effect on the
Company’s financial position or results of operations.




FSP FAS
107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments,requires disclosures
about fair value of financial instruments in interim reporting periods of
publicly traded companies that were previously only required to be disclosed in
annual financial statements.   The provisions of FSP FAS 107-1
and APB 28-1 were adopted by the Company on January 1, 2009 and the required
disclosures are presented in Note 9.





FSP FAS
115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, amends current other-than-temporary
impairment guidance in GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements.  This FSP does not amend existing recognition and measurement
guidance related to other-than-temporary impairments of equity securities. 
The provisions of FSP FAS 115-2 and FAS 124-2 were adopted by the Company on
January 1, 2009.  Management has determined that there was no material
effect on the Company’s financial position or results of operations from the
adoption of the standards.





-9-





ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





Certain
matters discussed in this Quarterly Report are forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Such risks
and uncertainties include, among others (1) significant increases in competitive
pressures in the financial services industry; (2) changes in the interest rate
environment resulting in reduced margins; (3) general economic conditions,
either nationally or regionally, may be less favorable than expected, resulting
in among other things, a deterioration in credit quality; (4) changes in the
regulatory environment; (5) loss of key personnel; (6) fluctuations in the real
estate market; (7) changes in business conditions and inflation; (8) operational
risks including data processing systems failures and fraud; and (9) changes in
the securities market.  Therefore the information set forth herein
should be carefully considered when evaluating the business prospects of the
Company.





When the
Company uses in this Quarterly Report the words “anticipate”, “estimate”,
“expect”, “project”, “intend, “commit”, “believe” and similar expressions, the
Company intends to identify forward-looking statements.  Such
statements are not guarantees of performance and are subject to certain risks,
uncertainties and assumptions, including those described in this Quarterly
Report. Should one or more of the uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, expected, projected, intended, committed or
believed.  The future results and stockholder values of the Company
may differ materially from those expressed in these forward-looking
statements.  Many factors that will determine these results and values
are beyond the Company’s ability to control or predict.  For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.





INTRODUCTION





The
following discussion and analysis sets forth certain statistical information
relating to the Company as of March 31, 2009 and December 31, 2008 and for the
three month periods ended March 31, 2009 and 2008.  The discussion
should be read in conjunction with the unaudited condensed consolidated
financial statements and related notes included elsewhere in this report and the
consolidated financial statements and notes thereto included in Pacific
State  Bancorp’s Annual Report filed on Form 10-K for the year ended
December 31, 2008.


-10-


CRITICAL
ACCOUNTING POLICIES





There
have been no changes to the Company’s critical accounting policies from those
discussed in Management’s Discussion and Analysis of Financial Condition and
Results of Operations in the Company’s 2008 Annual Report on Form
10-K.





OVERVIEW





For the
three months ended March 31, 2009:





The 2009
first quarter net loss of $294,000 compares to net income of $1,094,000 for the
first quarter of 2008.  The decrease in income compared to the first
quarter of 2008 reflects a provision for loan losses of $972,000, other real
estate expense of $431,000, increased professional costs of $225,000 and a
contraction in net interest margin.





The
increased level of provision for loan losses is the result of the continued
deterioration in the real estate values and economic environment of the region
where the Company operates, requiring additional funding to the allowance for
loan losses.  Other real estate expense is primarily the result of
decreasing prices experienced in the market for the type of other real estate
the Bank currently owns, and the costs associated with marketing and selling
those properties.  Increased professional costs are primarily the
result of increased legal fees associated with the collection of
loans.  The contraction of the net interest margin in the first
quarter of 2009 compared to the first quarter of 2008 was primarily the result
of higher levels of nonaccrual loans.  Nonaccrual loans have the
effect of driving down loan portfolio yields, causing a contraction in the net
interest margin.





The
annualized loss on average assets (“ROAA”) was 0.29% for the three month period
ended March 31, 2009 compared to an annualized return on average assets of 1.03%
for the same period in 2008.  The annualized loss on average equity
(“ROAE”) was 4.30% for the three month period March 31, 2009 compared to a
return on annualized average assets of 12.71% for the same period in 2008. The
decrease in ROAA and ROAE is primarily attributable to the net loss recorded for
the first quarter of 2009 and the decrease in net income for the three months
ended March 31, 2009 as compared to the same period in 2008.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009





The
Company recorded a net loss of $294,000 for the three months ended March 31,
2009 compared to net income of $1,094,000 for the same period in
2008.  The primary contributors to the decrease in net income for the
three months ended March 31, 2009 were the (1) $594,000 decrease in net interest
income, (2) increase in provision for loan losses of $762,000, (3) increase of
other real estate expense of $431,000 and (4) increase in other expenses of
$380,000 primarily related to legal costs of loan collection.  These
changes were partially offset by a decreased provision for income taxes of
$863,000.  The decrease in the provision for income taxes is primarily
a result of decrease in taxable income.  The Company recorded a basic
loss per share of $0.08 for the three months ended March 31, 2009 from basic
earnings per share of $0.30 for the same period in 2008.  The Company
recorded a diluted loss per share of $0.08 for the three months ended March 31,
2009 from diluted earnings per share of $0.27 for the same period in
2008.





Total
assets at March 31, 2009 were $400,710,000, a decrease of $20,743,000 or 5%,
from the $421,453,000 at December 31, 2008.  The contraction in assets
was primarily in the Company’s federal funds sold.  Federal funds sold
and cash and due from banks decreased $17,748,000 or 47% to $20,763,000 at March
31, 2009 from $38,511,000 at December 31, 2008.  The decrease in
federal funds sold and cash and due from banks was used to fund decreasing
deposits of $20,197,000.  The remainder of the balance sheet continued
on a flat trend.





-11-




Net
interest income before provision for loan losses





Three
      Months Ended March 31,(Dollars
      in thousands, except per share data)
                
                2009
                
                
                2008
                
                
                Dollar Change
                
                
                Percentage ChangeInterest
      income:Interest
      and fees on loans
                
                $
                5,024
                
                
                $
                6,476
                
                
                $
                (1,452
                )
                
                
                (22.4
                )%Interest
      on Federal funds sold
                
                
                16
                
                
                
                115
                
                
                
                (99
                )
                
                
                (86.1
                )Interest
      on investment securities
                
                
                512
                
                
                
                710
                
                
                
                (198
                )
                
                
                (27.9
                )Total
      interest income
                
                
                5,552
                
                
                
                7,301
                
                
                
                (1,749
                )
                
                
                (24.0
                )Interest
      expense:Interest
      on deposits
                
                
                1,837
                
                
                
                2,798
                
                
                
                (961
                )
                
                
                (34.3
                )Interest
      on other borrowings
                
                
                306
                
                
                
                430
                
                
                
                (124
                )
                
                
                (28.8
                )Interest
      on subordinated debentures
                
                
                84
                
                
                
                154
                
                
                
                (70
                )
                
                
                (45.5
                )Total
      interest expense
                
                
                2,227
                
                
                
                3,382
                
                
                
                (1,155
                )
                
                
                (34.2
                )Net
      interest income before provision for loan losses
                
                $
                3,325
                
                
                $
                3,919
                
                
                $
                (594
                )
                
                
                (15.2
                )%





Net
interest income is the interest earned on debt securities, loans (including
yield-related loan fees) and other interest-earning assets minus the interest
paid for deposits and long-term and short-term debt. The net interest margin is
the average yield on earning assets minus the average interest rate paid for
deposits and our other sources of funding.





The
decreased net interest income performance is primarily the result of the Bank
experiencing a contraction in its net interest margin.  The
contraction of the net interest margin is the result of an increased level of
nonaccrual loans.  Increased levels of nonaccrual loans have the
effect of reducing loan yields over the time period.  Increased levels
of nonaccrual loans coupled with decreasing market rates charged on loan
balances have caused the yields earned on the loan portfolio to decrease from
8.10% for the first three months of 2008 to 6.65% for the first three months of
2009.  The yield earned on all interest earning assets in the first
quarter of 2009 totaled 6.18% compared to 7.61% for the same time period in
2008.  In addition to the decrease in yields earned on assets, total
average earning assets decreased $21,477,000 to $364,157,000 for the first three
months and 2009 from $385,634,000 for the same time period in
2008.  The decrease in average earning assets occurred primarily in
the loan portfolio where average balances decreased $15,228,000 or 4.7% to
$306,195,000 in the first quarter of 2009 from $321,423,000 for the same time
period in 2008.





The
decrease in interest income described above was offset by a decrease in the
level of funding and rate paid for the funding of assets during the first
quarter of 2009 compared to the same time period in 2008.  The cost of
funding in the first quarter of 2009 totaled 2.84% compared to 4.20% in the
first quarter of 2008.  The cost of funding decreased primarily
because of decreased market rates paid for deposits and borrowings during the
first quarter of 2009 compared to the same time period in 2008.  In
addition to decreased rates paid on deposits, the average balance on which
interest was paid decreased by $6,523,000 to $317,643,000 for the first quarter
of 2009 from $324,166,000 for the same period in 2008.  The decrease
was primarily attributable to a decrease of $12,116,000 in time deposits to
$188,494,000 for the first quarter of 2009 from $200,610,000 for the same time
period in 2008.





As a
result of the changes noted above, the net interest margin for the three months
ended March 31, 2009 decreased 39 basis points to 3.70%, from 4.09% for the same
period in 2008.


-12-


The
following table presents for the three month period indicated the distribution
of consolidated average assets, liabilities and shareholders’
equity.  It also presents the amounts of interest income from the
interest earning assets and the resultant yields expressed in both dollars and
rate percentages.  Average balances are based on daily
averages.  Nonaccrual loans are included in the calculation of average
loans while nonaccrued interest thereon is excluded from the computation of
yields earned:


PACIFIC STATE BANCORPYield
      AnalysisFor
      Three Months Ended March 31,(Dollars
      in thousands)
                  2009
                  
                  
                  2008Interest
                  
                  
                  Average
                  
                  
                  
                  
                  
                  Interest
                  
                  
                  AverageAverage
                  
                  
                  Income
      or
                  
                  
                  Yield
      or
                  
                  
                  Average
                  
                  
                  Income
      or
                  
                  
                  Yield
      orAssets:
                  Balance
                  
                  
                  Expense
                  
                  
                  Cost
                  
                  
                  Balance
                  
                  
                  Expense
                  
                  
                  CostInterest-earning
      assets:Loans
                  
                  $
                  306,195
                  
                  
                  $
                  5,024
                  
                  
                  
                  6.65
                  %
                  
                  $
                  321,423
                  
                  
                  $
                  6,476
                  
                  
                  
                  8.10
                  %Investment
      securities
                  
                  
                  41,444
                  
                  
                  
                  512
                  
                  
                  
                  5.01
                  %
                  
                  
                  48,044
                  
                  
                  
                  704
                  
                  
                  
                  5.89
                  %Federal
      funds sold
                  
                  
                  16,518
                  
                  
                  
                  16
                  
                  
                  
                  0.39
                  %
                  
                  
                  13,167
                  
                  
                  
                  115
                  
                  
                  
                  3.51
                  %Interest
      Bearing Deposits in Banks
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  6
                  
                  
                  
                  0.80
                  %Total
      average earning assets
                  
                  $
                  364,157
                  
                  
                  $
                  5,552
                  
                  
                  
                  6.18
                  %
                  
                  $
                  385,634
                  
                  
                  $
                  7,301
                  
                  
                  
                  7.61
                  %Non-earning
      assets:Cash
      and due from banks
                  
                  
                  12,136
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  12,944Bank
      premises and equipment
                  
                  
                  19,257
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  14,458Other
      assets
                  
                  
                  20,017
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  16,104Allowance
      for loan loss
                  
                  
                  (6,243
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (4,009
                  )Total
      average assets
                  
                  $
                  409,324
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  425,131Liabilities
      and Shareholders' Equity:Interest-bearing
      liabilities:DepositsInterest-bearing
      Demand
                  
                  $
                  70,837
                  
                  
                  $
                  211
                  
                  
                  
                  1.21
                  %
                  
                  $
                  69,081
                  
                  
                  $
                  389
                  
                  
                  
                  2.26
                  %Savings
                  
                  
                  9,537
                  
                  
                  
                  21
                  
                  
                  
                  0.89
                  %
                  
                  
                  5,359
                  
                  
                  
                  7
                  
                  
                  
                  0.53
                  %Time
      Deposits
                  
                  
                  188,494
                  
                  
                  
                  1,605
                  
                  
                  
                  3.45
                  %
                  
                  
                  200,610
                  
                  
                  
                  2,402
                  
                  
                  
                  4.82
                  %Other
      borrowing
                  
                  
                  48,775
                  
                  
                  
                  390
                  
                  
                  
                  3.24
                  %
                  
                  
                  49,116
                  
                  
                  
                  584
                  
                  
                  
                  4.78
                  %Total
      average interest-bearing liabilities
                  
                  $
                  317,643
                  
                  
                  $
                  2,227
                  
                  
                  
                  2.84
                  %
                  
                  $
                  324,166
                  
                  
                  $
                  3,382
                  
                  
                  
                  4.20
                  %Noninterest-bearing
      liabilities:Demand
      deposits
                  
                  
                  59,424
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  61,640Other
      liabilities
                  
                  
                  4,500
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4,708Total
      average liabilities
                  
                  
                  381,567
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  390,514Shareholders'
      equity
                  
                  
                  27,757
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  34,617Total
      average liabilities and shareholders' equity
                  
                  $
                  409,324
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  425,131Net
      interest income
                  
                  
                  
                  
                  
                  $
                  3,325
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  3,919Net
      interest margin
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  3.70
                  %
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  4.09
                  %


(1)
            Loan
      fees included in loan interest income for the three month periods ended
      March 31, 2009 and 2008 amounted to $7 thousand and $154 thousand,
      respectively.


(2)
            Not
      computed on a tax-equivalent basis.


(3)
            For
      the purpose of this table the interest expense related to the Company’s
      junior subordinated debentures is included in other
      borrowings.


(4)
            Net
      interest income divided by the average balance of total earning
      assets.


-13-


The
following table sets forth changes in interest income and interest expense, for
the three month periods indicated and the change attributable to variance in
volume and rates:





Three
      Months ended March 31,2009
      over 2008NetChange
                
                
                Rate
      (1)
                
                
                Volume
      (2)(In
      thousands)Interest
      Income:Loans
      and leases
                
                $
                (1,452
                )
                
                $
                (1,145
                )
                
                $
                (307
                )Investment
      securities
                
                
                (192
                )
                
                
                (95
                )
                
                
                (97
                )Federal
      funds sold
                
                
                (99
                )
                
                
                (128
                )
                
                
                29Interest
      bearing deposits in banks
                
                
                (6
                )
                
                
                -
                
                
                
                (6
                )Total
      interest income
                
                $
                (1,749
                )
                
                $
                (1,369
                )
                
                $
                (380
                )Interest
      Expense:Interest-bearing
      demand
                
                $
                (178
                )
                
                $
                (188
                )
                
                $
                10Savings
                
                
                14
                
                
                
                9
                
                
                
                5Time
      deposits
                
                
                (797
                )
                
                
                (652
                )
                
                
                (145
                )Other
      borrowings
                
                
                (194
                )
                
                
                (190
                )
                
                
                (4
                )Total
      interest expense
                
                $
                (1,155
                )
                
                $
                (1,021
                )
                
                $
                (134
                )Net
      interest income
                
                $
                (594
                )
                
                $
                (348
                )
                
                $
                (246
                )





(1)
            The
      rate change in net interest income represents the change in rate
      multiplied by the current year’s average
  balance.


(2)
            The
      volume change in net interest income represents the change in average
      balance multiplied by the current year’s
rate.





Provision
for loan losses





The
Company recorded $972 thousand in provision for loan losses for the three month
period ended March 31, 2009, an increase of $762 thousand from $210 thousand for
the same period in 2008.  The increase in the provision is based on
management’s assessment of the required level of reserves.  Management
assesses loan quality monthly to maintain an adequate allowance for loan
losses.  Based on the information currently available, management
believes that the allowance for loan losses is adequate to absorb probable
losses in the portfolio.  However, no assurance can be given that the
Company may not sustain charge-offs which are in excess of the allowance in any
given period.  The Company’s loan portfolio composition and
non-performing assets are further discussed under the “Financial Condition”
section below.





Non-Interest
Income





During
the three months ended March 31, 2009, total non-interest income decreased
$93,000 or 19.7% to $379,000, down from $472,000 for the comparable period in
2008.  The decrease in non-interest income was primarily the result of
decreased service charges of $73,000.  In other areas overall
non-interest income remained relatively flat for the three months ended March
31, 2009 compared to the same time period in 2008.





-14-


Non-Interest
Expenses





Non-interest
expenses ordinarily consist of salaries and related employee benefits,
occupancy, furniture and equipment expenses, professional fees, appraisal fees,
directors’ fees, postage, stationary and supplies expenses, telephone expenses,
data processing expenses, advertising and promotion expense and other operating
expenses. Non-interest expense for the three months ended March 31, 2009 was
$3,297,000 compared to $2,495,000 for the same period in 2008, representing an
increase of $802,000 or 32%. The increase is primarily the result of expenses
related to other real estate of $431,000 in the first quarter of 2009 and no
expense related to other real estate in the first quarter of
2008.  The increase in occupancy, furniture and equipment expense of
$105,000 is attributable to increased costs of maintaining facilities and the
addition of the new branch located at 1547 East March Lane, Stockton. The
increase in other expense of $380,000 is primarily the result of increased legal
fees associated with loan collection.





The
following table sets forth a summary of non-interest expense for the three month
periods ended March 31, 2009 and 2008:





Three
      Months Ended(In
      thousands)
                
                March
      31, 2009
                
                
                March
      31
                  2008Non-interest
      Expense:Salaries
      and employee benefits
                
                $
                1,154
                
                
                $
                1,268Occupancy
                
                
                279
                
                
                
                263Furniture
      and equipment
                
                
                268
                
                
                
                179Other
      real estate
                
                
                431
                
                
                
                -Other
      expenses
                
                
                1,165
                
                
                
                785Total
      Non-Interest Expenses
                
                $
                3,297
                
                
                $
                2,495





Income
Taxes





The
Company’s provision for income taxes includes both federal income and state
franchise taxes and reflects the application of federal and state statutory
rates to the Company’s net income before taxes.  The principal
difference between statutory tax rates and the Company’s effective tax rate is
the benefit derived from investing in tax-exempt securities and Company owned
life insurance.  Increases and decreases in the provision for taxes
reflect changes in the Company’s net income before tax. The Company’s effective
tax rate for the three month period ended March 31, 2009 resulted in a benefit
of 48.0% of pretax loss compared to a provision of 35.1% for the same period in
2008.




-15-


FINANCIAL
CONDITION





Total
assets at March 31, 2009 were $400,710,000, a decrease of $20,743,000 or 4.9%,
from $421,453,000 at December 31, 2008.  The decline in assets was
primarily in the Company’s level of federal funds sold and cash and due from
banks which declined $17,748,000 or 46.1%.  Net loans decreased
$4,161,000 or 1.4% from $301,945,000 at December 31, 2008 to $297,784,000 at
March 31, 2009.  The decrease in federal funds sold, cash and due from
banks and net loans was utilized to fund the decrease in deposits of $20,197,000
or 5.9% from $340,980,000 at December 31, 2008 to $320,783,000 at March 31,
2009.





The
decrease in deposits included a decrease in non-interest bearing deposits of
$11,869,000 or 17.0% to $58,005,000 at March 31, 2009 from $69,874,000 at
December 31, 2008.  The decrease in non-interest bearing deposits is
primarily the result of seasonal fluctuations in customer
deposits.  In addition to the non-interest bearing deposit decrease,
interest bearing deposits decreased $8,328,000 or 3.1% to $262,778,000 at March
31, 2009 from $271,106,000 at December 31, 2008.  The decrease in
interest bearing deposits is the result of a decreased level of certificate of
deposit promotions.





Loan
portfolio composition





The
Company concentrates its lending activities primarily within Calaveras, San
Joaquin, Stanislaus, Tuolumne and Alameda Counties.





The
Company manages its credit risk through diversification of its loan portfolio
and the application of underwriting policies and procedures and credit
monitoring practices. Although the Company has a diversified loan portfolio, a
significant portion of its borrowers' ability to repay the loans is dependent
upon the professional services and residential real estate development industry
sectors. Generally, the loans are secured by real estate or other assets and are
expected to be repaid from cash flows of the borrower or proceeds from the sale
of collateral.





The
following table illustrates loan balances and percentage changes from December
31, 2008 to March 31, 2009 by loan category:





(Dollars
      in thousands)
                
                March
      31, 2009
                
                
                December
      31, 2008
                
                
                Dollar
      Change
                
                
                Percentage
      ChangeCommercial
                
                $
                79,667
                
                
                $
                81,284
                
                
                $
                (1,617
                )
                
                
                (2.0
                )%Agricultural
                
                
                12,092
                
                
                
                13,153
                
                
                
                (1,061
                )
                
                
                (8.1
                )Real
      estate - commercial mortgage
                
                
                148,759
                
                
                
                135,013
                
                
                
                13,746
                
                
                
                10.2Real
      estate - construction
                
                
                50,654
                
                
                
                64,762
                
                
                
                (14,108
                )
                
                
                (21.8
                )Installment
                
                
                12,692
                
                
                
                13,609
                
                
                
                (917
                )
                
                
                (6.7
                )Gross
      loans
                
                $
                303,864
                
                
                $
                307,821
                
                
                $
                (3,957
                )
                
                
                (1.3
                )%





The
Company continues to manage the mix in its loan portfolio consistently with its
identity as a community bank serving Northern California and the Central
Valley.  The Bank has experienced contraction in its commercial,
agricultural and installment segments of the loan portfolio.  The
contraction in these segments reflects the weak economic environment and
customer deleveraging which continued from 2008 into the first quarter of
2009.  The Bank has experienced a decline in its real estate
construction segment due to the completion of construction projects and the
subsequent real estate commercial mortgage loan extended to most borrowers or
payoffs related to the sale of collateral.  The real estate commercial
mortgage segment has increased primarily through permanent financing loans
extended to completed construction project already financed through the
Bank.  Both of these segments have been negatively affected by the
real estate market decline which has taken place in the Bank’s service
area.


-16-


Nonperforming
loans





The
Bank's level of nonperforming loans remained flat in the first quarter of
2009.  There were eleven loans in the amount of $23,560,000 on
nonaccrual at December 31, 2008.  During the first quarter of 2009 the
Bank either foreclosed on collateral of nonperforming loans resulting in an
increase in other real estate owned or charged-off the loan
balance.  At March 31, 2009 the Bank had eight loans in the amount of
$21,067,000 on nonaccrual.  The forgone interest related to the loans
on nonaccrual totaled $495,000 for the first three months of 2009.  At present, management believes that the level of allowance of
2.11% of total loans at March 31, 2009 compared to 1.95% at December 31, 2008 is
sufficient to provide for both specifically identified and probable
losses.





Management
has been proactive in working with problem customers to repay loans that have
become delinquent or have the potential to become delinquent.  In most
cases, personal guarantees and collateral value are sufficient to repay
outstanding principal and interest.  In the cases where collateral
value and personal guarantees have fallen short of the principal and interest
owed on the loans, management has reserved for the estimated potential
loss.  Management has also ordered real estate appraisals on all loans
which are in foreclosure that are secured by real estate and on loans where we
have identified potential problems.





Analysis
of allowance for loan losses





In
determining the amount of the Company’s Allowance for Loan Losses (“ALL”),
management assesses the diversification of the portfolio. Each credit is
assigned a credit risk rating factor, and this factor, multiplied by the dollars
associated with the credit risk rating, is used to calculate one component of
the ALL. In addition, management estimates the probable loss on individual
credits that are receiving increased management attention due to actual or
perceived increases in credit risk.





The
Company makes provisions to the ALL on a regular basis through charges to
operations that are reflected in the Company’s statements of operations as a
provision for loan losses. When a loan is deemed uncollectible, it is charged
against the allowance. Any recoveries of previously charged-off loans are
credited back to the allowance. There is no precise method of predicting
specific losses or amounts that ultimately may be charged-off on particular
categories of the loan portfolio. Similarly, the adequacy of the ALL and the
level of the related provision for possible loan losses is determined on a
judgment basis by management based on consideration of a number of factors
including (i) economic conditions, (ii) borrowers' financial condition, (iii)
loan impairment, (iv) evaluation of industry trends, (v) industry and other
concentrations, (vi) loans which are contractually current as to payment terms
but demonstrate a higher degree of risk as identified by management, (vii)
continuing evaluation of the performing loan portfolio, (viii) monthly review
and evaluation of problem loans identified as having a loss potential, (ix)
monthly review by the Board of Directors, (x) off balance sheet risks and (xi)
assessments by regulators and other third parties. Management and the Board of
Directors evaluate the allowance and determine its desired level considering
objective and subjective measures, such as knowledge of the borrowers'
businesses, valuation of collateral, the determination of impaired loans and
exposure to potential losses.





While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions and other qualitative factors. In addition, various regulatory
agencies, as an integral part of their examination process, periodically review
the Company’s ALL. Such agencies may require the Company to provide additions to
the allowance based on their judgment of information available to them at the
time of their examination. There is uncertainty concerning future economic
trends. Accordingly, it is not possible to predict the effect future economic
trends may have on the level of the provision for loan losses in future
periods.





-17-




The
adequacy of the ALL is calculated upon three components. First, is the credit
risk rating of the loan portfolio, including all outstanding loans and
leases.  Every extension of credit has been assigned a risk rating
based upon a comprehensive definition intended to measure the inherent risk of
lending money.  Each rating has an assigned risk factor expressed as a
reserve percentage. Central to this assigned risk factor is the historical loss
record of the Company. Secondly, established specific reserves are available for
individual loans currently on management's watch and high-grade loan lists.
These are the estimated potential losses associated with specific borrowers
based upon the collateral and event(s) causing the risk ratings. The third
component is unallocated. This reserve is for qualitative factors that may
effect the portfolio as a whole, such as those factors described
above.





Management
believes the assigned risk grades and our methods for managing risk are
satisfactory.





The
following table summarizes the activity in the ALL for the periods
indicated:


Three
      Months Ended(Dollars
      In thousands)
                
                March
      31,2009
                
                
                2008Beginning
      Balance:
                
                $
                6,019
                
                
                $
                3,948Provision
      for loan losses
                
                
                972
                
                
                
                210Charge-offs:Commercial
                
                
                102
                
                
                
                533Real
      Estate
                
                
                486
                
                
                
                -Other
                
                
                47
                
                
                
                -Total
      Charge-offs
                
                
                635
                
                
                
                533Recoveries:Commercial
                
                
                -
                
                
                
                4Real
      Estate
                
                
                50
                
                
                
                -Total
      Recoveries
                
                
                50
                
                
                
                4Net
      Charge-offs:
                
                
                583
                
                
                
                529Ending
      Balance
                
                $
                6,406
                
                
                $
                3,629ALL
      to total loans
                
                
                2.11
                %
                
                
                1.11
                %Net
      Charge-offs to average loans-annualized
                
                
                0.64
                %
                
                
                0.67
                %





Investment
securities





Investment
securities decreased $318,000 to $39,420,000 at March 31, 2009, from $39,738,000
at December 31, 2008.  The decrease was the result of normal activity
related to mortgage backed security principle payments, asset allocation
management and funds reinvestment.  Federal funds sold decreased
$12,356,000 to $9,455,000 at March 31, 2009, from $21,811,000 at December 31,
2008.  The decrease in federal funds sold was primarily the result of
a decrease in deposits discussed below in the section titled “Deposits.”





The
Company’s investment in U.S. Treasury securities decreased to 11% of the
investment portfolio at March 31, 2009 compared to 23% at December 31,
2008.  Obligations of U.S. Agencies increased to 4% of the investment
portfolio at March 31, 2009 compared to 0% at December 31, 2008.  The
Company’s investment in mortgage backed securities decreased to 54% of the
investment portfolio at March 31, 2009 compared to 59% at December 31,
2008.  The Company’s investment in corporate bonds increased to 23% of
the investment portfolio at March 31, 2009 compared to 10% at December 31, 2008.
Tax-exempt municipal obligation bonds remained at 8% of the investment portfolio
at March 31, 2009 compared to December 31, 2008.





Deposits





Total
deposits were $320.8 million as of March 31, 2009 a decrease of $20.2 million or
6.0% from the December 31, 2008 balance of $341.0 million.  The
Company continues to manage the mix of its deposits consistent with its identity
as a community bank serving the financial needs of its
customers.  Non-interest bearing demand deposits and interest bearing
checking deposits decreased to 18.1% of total deposits down from 20.5% at
December 31, 2008.  Money market and savings accounts increased to
19.2% of total deposits from 18.8% at December 31, 2008.  Time
deposits increased to 62.7% of total deposits from 60.7% at December 31,
2008.





The
Emergency Economic Stabilization Act of 2008 included a provision for an
increase in the amount of deposits insured by the FDIC to $250,000. If not
renewed, the additional FDIC insurance provision expires December 31,
2009.  On October 14, 2008, the FDIC announced a new program ~ the
Temporary Liquidity Guarantee Program that provides unlimited deposit insurance
on funds in noninterest-bearing transaction deposit accounts not otherwise
covered by the existing deposit insurance limit of $250,000.  All
eligible institutions will be covered under the program for the first 30 days
without incurring any costs.  After the initial period, participating
institutions will be assessed a 10 basis point surcharge on the additional
insured deposits.





-18-




CAPITAL
RESOURCES





Capital
adequacy is a measure of the amount of capital needed to sustain asset growth
and act as a cushion for losses. Capital protects depositors and the deposit
insurance fund from potential losses and is a source of funds for the
investments the Company needs to remain competitive.  Historically,
capital has been generated principally from the retention of earnings, stock
offerings, and FAS 123 stock options.





At March
31, 2009 shareholders’ equity was $26,950,000 compared with $27,284,000 at
December 31, 2008. Changes within shareholders’ equity reflect decreases from
the net loss during the quarter, stock based compensation expense, proceeds from
the exercise of stock options and the increase in unrealized losses on available
for sale securities.





Overall
capital adequacy is monitored on a day-to-day basis by the Company’s management
and reported to the Company’s Board of Directors on a quarterly
basis.  The Bank’s regulators measure capital adequacy by using a
risk-based capital framework and by monitoring compliance with minimum leverage
ratio guidelines. Under the risk-based capital standard, assets reported on the
Company’s balance sheet and certain off-balance sheet items are assigned to risk
categories, each of which is assigned a risk weight.





This
standard characterizes an institution's capital as being "Tier 1" capital
(defined as principally comprising shareholders' equity and the qualifying
portion of subordinated debentures) and "Tier 2" capital (defined as principally
comprising Tier 1 capital and the remaining qualifying portion of subordinated
debentures and the qualifying portion of the ALL).





The
minimum ratio of total risk-based capital to risk-adjusted assets, including
certain off-balance sheet items, is 8%. At least one-half (4%) of the total
risk-based capital is to be comprised of Tier 1 capital; the balance may consist
of debt securities and a limited portion of the ALL.





As of
March 31, 2009 the most recent notification by the Federal Deposit Insurance
Corporation (“FDIC”) categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action.  To be categorized
as well capitalized the Bank must meet the minimum ratios as set forth below.
There are no conditions or events since that notification that management
believes have changed the Bank’s category.  However, Management and
the Board of Directors assess the Bank's capital requirements continuously and
are developing contingency plans in case additional capital is
required.  Management believes that the Company met all of its capital
adequacy requirements.





The
leverage ratio consists of Tier I capital divided by quarterly average
assets.  The minimum leverage ratio is 3 percent for banking
organizations that do not anticipate significant growth and that have
well-diversified risk, excellent asset quality and in general, are considered
top-rated banks. For all other institutions the minimum rate is 4%.


The
Company’s and the Bank’s risk-based capital ratios are presented
below.


-19-


Actual
                  
                  
                  For Capital Adequacy
    Purposes
                  
                  
                  To Be Well Capitalized Under Prompt Corrective
      Action ProvisionsMarch
      31, 2009
                  
                  Amount
                  
                  
                  Ratio
                  
                  
                  Minimum Amount
                  
                  
                  Minimum Ratio
                  
                  
                  Minimum Amount
                  
                  
                  Minimum RatioCompany:Total
      capital (to risk-weighted assets)
                  
                  $
                  41,581
                  
                  
                  
                  11.6
                  %
                  
                  $
                  28,619
                  
                  
                  
                  8.0
                  %
                  
                  
                  N/A
                  
                  
                  
                  N/ATier
      1 capital (to risk weighted assets)
                  
                  $
                  37,083
                  
                  
                  
                  10.4
                  %
                  
                  $
                  14,310
                  
                  
                  
                  4.0
                  %
                  
                  
                  N/A
                  
                  
                  
                  N/ATier
      1 capital (to average assets)
                  
                  $
                  37,083
                  
                  
                  
                  9.1
                  %
                  
                  $
                  16,344
                  
                  
                  
                  4.0
                  %
                  
                  
                  N/A
                  
                  
                  
                  N/ABank:Total
      capital (to risk-weighted assets)
                  
                  $
                  41,041
                  
                  
                  
                  11.5
                  %
                  
                  $
                  28,576
                  
                  
                  
                  8.0
                  %
                  
                  $
                  35,720
                  
                  
                  
                  10.0
                  %Tier
      1 capital (to risk-weighted assets)
                  
                  $
                  36,549
                  
                  
                  
                  10.2
                  %
                  
                  $
                  14,288
                  
                  
                  
                  4.0
                  %
                  
                  $
                  21,432
                  
                  
                  
                  6.0
                  %Tier
      1 capital (to average assets)
                  
                  $
                  36,549
                  
                  
                  
                  9.0
                  %
                  
                  $
                  16,326
                  
                  
                  
                  4.0
                  %
                  
                  $
                  20,407
                  
                  
                  
                  5.0
                  %December
      31, 2008:Company:Total
      capital (to risk-weighted assets)
                  
                  $
                  41,903
                  
                  
                  
                  11.5
                  %
                  
                  $
                  29,143
                  
                  
                  
                  8.0
                  %
                  
                  
                  N/A
                  
                  
                  
                  N/ATier
      1 capital (to risk weighted assets)
                  
                  $
                  37,336
                  
                  
                  
                  10.3
                  %
                  
                  $
                  14,562
                  
                  
                  
                  4.0
                  %
                  
                  
                  N/A
                  
                  
                  
                  N/ATier
      1 capital (to average assets)
                  
                  $
                  37,336
                  
                  
                  
                  8.6
                  %
                  
                  $
                  17,310
                  
                  
                  
                  4.0
                  %
                  
                  
                  N/A
                  
                  
                  
                  N/ABank:Total
      capital (to risk-weighted assets)
                  
                  $
                  41,275
                  
                  
                  
                  11.3
                  %
                  
                  $
                  29,107
                  
                  
                  
                  8.0
                  %
                  
                  $
                  36,384
                  
                  
                  
                  10.0
                  %Tier
      1 capital (to risk-weighted assets)
                  
                  $
                  36,708
                  
                  
                  
                  10.1
                  %
                  
                  $
                  14,554
                  
                  
                  
                  4.0
                  %
                  
                  $
                  21,830
                  
                  
                  
                  6.0
                  %Tier
      1 capital (to average assets)
                  
                  $
                  36,708
                  
                  
                  
                  8.7
                  %
                  
                  $
                  16,819
                  
                  
                  
                  4.0
                  %
                  
                  $
                  21,023
                  
                  
                  
                  5.0
                  %
  -20-




LIQUIDITY





The
purpose of liquidity management is to ensure efficient and economical funding of
the Company’s assets consistent with the needs of the Company’s depositors,
borrowers and, to a lesser extent, shareholders. This process is managed not by
formally monitoring the cash flows from operations, investing and financing
activities as described in the Company’s statement of cash flows, but through an
understanding principally of depositor and borrower needs. As loan demand
increases, the Company can use asset liquidity from maturing investments along
with deposit growth to fund the new loans.





With
respect to assets, liquidity is provided by cash and money market investments
such as interest-bearing time deposits, federal funds sold, available-for-sale
investment securities, and principal and interest payments on loans. With
respect to liabilities, liquidity is provided by core deposits, shareholders'
equity and the ability of the Company to borrow funds and to generate
deposits.





Because
estimates of the liquidity needs of the Company may vary from actual needs, the
Company maintains a substantial amount of liquid assets to absorb short-term
increases in loans or reductions in deposits. As loan demand decreases or loans
are paid off, investment assets can absorb these excess funds or deposit rates
can be decreased to run off excess liquidity. Therefore, there is some
correlation between financing activities associated with deposits and investing
activities associated with lending. The Company’s liquid assets (cash and due
from banks, federal funds sold and available-for-sale investment securities)
totaled $60.1 million or 15.0% of total assets at March 31, 2009 compared to
$78.2 million or 18.6% of total assets at December 31, 2008. The Company expects
that its primary source of liquidity will be acquisition of deposits and
wholesale borrowing arrangements.





ITEM
3. QUANTITATIVE AND QUALITATIVE


DISCLOSURES
ABOUT MARKET RISK





Market
risk is the risk of loss in a financial instrument arising from adverse changes
in market rates such as interest rates, commodity prices and equity
prices.  The Company’s market risk as a financial institution arises
primarily from interest rate risk exposure.  Fluctuation in interest
rates will ultimately impact both the level of income and expense recorded on a
large portion of the Company’s assets and liabilities, and the market value of
all interest earning assets and interest bearing liabilities, other than those
that possess a short term to maturity.  Based upon the nature of its
operations, the Company is not subject to fluctuations in foreign currency
exchange or commodity pricing.  However, the Company’s commercial real
estate loan portfolio, concentrated primarily in Northern California, is subject
to risks associated with the local economies.





The
fundamental objective of the Company’s management of its assets and liabilities
is to maximize the economic value of the Company while maintaining adequate
liquidity and managing exposure to interest rate risk deemed by management to be
acceptable.  Management believes an acceptable degree of exposure to
interest rate risk results from management of assets and liabilities through
using floating rate loans and deposits, maturities, pricing and mix to attempt
to neutralize the potential impact of changes in market interest
rates.  The Company’s profitability is dependent to a large extent
upon its net interest income which is the difference between its interest income
on interest earning assets, such as loans and securities, and interest expense
on interest bearing liabilities, such as deposits, trust preferred securities
and other borrowings.  The Company, like other financial institutions,
is subject to interest rate risk to the degree that its interest earning assets
reprice differently from its interest bearing liabilities.  The
Company manages its mix of assets and liabilities with the goal of limiting
exposure to interest rate risk, ensuring adequate liquidity, and coordinating
its sources and uses of funds.





The
Company seeks to control its interest rate risk exposure in a manner that will
allow for adequate levels of earnings and capital over a range of possible
interest rate environments.  The Company has adopted formal policies
and practices to monitor and manage interest rate risk exposure.  As
part of this effort, the Company measures interest rate risk utilizing both an
internal asset liability measurement system as well as independent third party
reviews to confirm the reasonableness of the assumptions used to measure and
report the Company’s interest rate risk, enabling management to make any
adjustments necessary.





Interest
rate risk is managed by the Company’s Asset Liability Committee (“ALCO”), which
includes members of senior management and several members of the Board of
Directors.  The ALCO monitors interest rate risk by analyzing the
potential impact on interest income from potential changes in interest rates and
considers the impact of alternative strategies or changes in balance sheet
structure.  The ALCO manages the Company’s balance sheet in part to
maintain the potential impact on net interest income within acceptable ranges
despite changes in interest rates.  The Company’s exposure to interest
rate risk is reviewed on at least a quarterly basis by the ALCO.





In
management’s opinion there has not been a material change in the Company’s
market risk or interest rate risk profile for the three months ended March 31,
2009 compared to December 31, 2008 as discussed under the caption "Liquidity and
Market Risk" and "Net Interest Income Simulation" in the Company's 2008 Annual
Report to Shareholders filed as an exhibit with the Company’s 2008 Annual Report
on Form 10-K, which is incorporated here by reference.





The
following table reflects the company’s projected net interest income sensitivity
analysis based on period-end data:





(in
      thousands)
                
                March
      31, 2009Change
      in Rates
                
                Adjusted
      Net Interest Income
                
                
                Percent
      Change From BaseUp
      300 basis points
                
                $
                14,625
                
                
                
                (2.33
                )
      %Up
      200 basis points
                
                $
                14,751
                
                
                
                (1.48
                )
      %Up
      100 basis points
                
                $
                14,875
                
                
                
                (0.66
                )
      %Base
      Scenario
                
                $
                14,973
                
                
                
                0.00
                %Down
      100 basis points
                
                $
                15,080
                
                
                
                0.71
                %Down
      200 basis points
                
                $
                15,184
                
                
                
                1.41
                %Down
      300 basis points
                
                $
                15,289
                
                
                
                2.11
                %





-21-








ITEM
4.  CONTROLS AND PROCEDURES







The
Company's Chief Executive Officer and Chief Financial Officer, based on their
evaluation as of the end of the period covered by this report of the Company's
disclosure controls and procedures (as defined in Exchange Act
Rule 13a—15(e)), have concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in its periodic SEC filings is recorded, processed and reported
within the time periods specified in the SEC's rules and forms. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated and unconsolidated subsidiaries) required to be included in the
Company's periodic SEC filings. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including
cost limitations, judgments used in decision making, assumptions regarding the
likelihood of future events, soundness of internal controls, fraud, the
possibility of human error and the circumvention or overriding of the controls
and procedures.  Accordingly, even effective disclosure controls and
procedures can provide only reasonable, and not absolute, assurance of achieving
their control objectives.







There
were no significant changes in the Company's internal controls or in other
factors during the period covered by this report that have materially affected
or could significantly affect internal control over financial
reporting.








PART
II.  OTHER INFORMATION








ITEM
1A.  RISK FACTORS





The
Emergency Economic Stabilization Act of 2008 included a provision for an
increase in the amount of deposits insured by the Federal Deposit Insurance
Corporation (FDIC) to $250,000. On October 14, 2008, the FDIC announced a new
program ~ the Temporary Liquidity Guarantee Program that provides unlimited
deposit insurance on funds in noninterest-bearing transaction deposit accounts
not otherwise covered by the existing deposit insurance limit of $250,000. All
eligible institutions will be covered under the program for the first 30 days
without incurring any costs. After the initial period, participating
institutions will be assessed a 10 basis point surcharge on the additional
insured deposits.




The
behavior of depositors in regard to the level of FDIC insurance could cause our
existing customers to reduce the amount of deposits held at the Bank, and could
cause new customers to open deposit accounts at the Bank. The level and
composition of the Bank's deposit portfolio directly impacts the Bank's funding
cost and net interest margin.




The
Federal Reserve Bank has been providing vast amounts of liquidity into the
banking system to compensate for weaknesses in short-term borrowing markets and
other capital markets. A reduction in the Federal Reserve's activities or
capacity could reduce liquidity in the markets, thereby increasing funding costs
to the Bank or reducing the availability of funds to the Bank to finance its
existing operations.




-22-


On
October 3, 2008, the Troubled Asset Relief Program ("TARP") was signed into law.
TARP gave the United States Treasury Department ("Treasury") authority to deploy
up to $750 billion into the financial system with an objective of improving
liquidity in capital markets. On October 24, 2008, Treasury announced plans to
direct $250 billion of this authority into preferred stock investments in banks.
Principal terms of this preferred stock program include payment of preferred
cumulative dividends on the Treasury's stock, restrictions on the payment of
common stock dividends, redemption provisions which (during the first three
years) permit redemption only with the proceeds of high-quality private capital,
restrictions on stock repurchase programs, and restrictions on executive
compensation. The Bank is not a participant in the TARP program, but could face
increased competition from financial institutions which do
participate,




In
addition to the information set forth above, you should carefully consider the
factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2008, which could materially affect
our business, financial condition or future results. Except as described above,
the Company is not aware of any material changes to the risks described in our
Annual Report.





ITEM
6. EXHIBITS





31.1
            Certification of Chief Executive Officer (section
      302 of the Sarbanes Oxley Act)31.2
            Certification of Chief Financial Officer (section
      302 of the Sarbanes-Oxley Act)32.1
            Certification of Chief Executive Officer pursuant to
      section 906 of the Sarbanes-Oxley Act32.2
            Certification of Chief Financial Officer pursuant to
      section 906 of the Sarbanes-Oxley
Act








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.








Pacific
      State BancorpDate:
      May 15, 2009
            By:  /s/
      Rick D. SimasRick
      D. SimasPresident
      and Chief Executive Officer





Pacific
      State BancorpDate:
      May 15, 2009
            By:  /s/
      Justin R. GarnerJustin
      R. GarnerVice
      President and Chief Financial
Officer


-23-