**EXHIBIT31.1**

 

**CERTIFICATIONS**

 

I, Lawrence P. Ward, Chief Executive Officer,certify that:

 

1.                                       I have reviewed this quarterly report onForm 10-QSB of Heritage Oaks Bancorp;

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.                                       The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(c) and 15d) for theregistrant and we have:

a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision,

to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

b) Intentionally Left Blank

c) Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

d) Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.                                       The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlsover financial reporting, to the registrant’s auditors and audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunction);

 

a) all significant deficiencies and material weaknesses in the designor operation of internal controls over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarizeand report financial information; and

b) any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date:  October 16,  2003 |
|------------------------------------|
|                               | /s/ Lawrence P. Ward |   |
|                               | Lawrence P. Ward |
|                               | Chief Executive Officer |

 

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