UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)


x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
      the fiscal year ended December 31,
2009.





or





o
            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:000-25020


HERITAGE
OAKS BANCORP


(Exact
name of registrant as specified in its charter)





California
            
            77-0388249(State
      or other jurisdiction of
            
            (I.R.S.
      Identification No.)Incorporation
      or organization)545
      12th StreetPaso
      Robles, California
            
            93446(Address
      of Principal Executive Offices)
            
            (Zip
      Code)





(805)
369-5200


(Registrant’s
Telephone Number)





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:


COMMON
      STOCK, (no par value)
              
              NASDAQ
      Capital MarketTitle
      of each class
              
              Name
      of each exchange on which
registered


Indicate
by check mark if the registrant is a well-known, seasoned issuer as defined in
Rule 405 of the Securities Act.


Yes o   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes o   No
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes x   No
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K o.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  Large accelerated filer o Accelerated
filer o
Non-accelerated filer o Smaller
reporting company x





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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant at June 30, 2009 was $39.2
million.  As of March 19, 2010, the Registrant had 7,771,952 shares of
Common Stock outstanding.















Documents
Incorporated By Reference





The
information required in Part III, Items 10 through 14 are incorporated by
reference to the registrant’s definitive proxy statement for the 2010 annual
meeting of shareholders.





Explanatory
Note:





This
10-K/A is being filed to correct the cover page only of the Annual Report on
Form 10-K filed by Heritage Oaks Bancorp on March 31, 2010, to properly identify
the exchange on which shares of the company’s common stock is traded as the
NASDAQ Capital Market, and to properly identify the filing status of the company
as a “smaller reporting company.”  This amendment is not intended to
update or modify any other information presented in the Annual Report on Form
10-K as originally filed.









Signatures





Pursuant
to the requirements of Section 13 of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





The
Company






/s/
      Lawrence P. Ward
              Lawrence P. Ward
              President and Chief Executive Officer
              (Principal Executive Officer)
              Dated:    April 14, 2010
            /s/
      Margaret A. Torres
              Margaret A. Torres
              Executive Vice President, Chief Financial
      Officer
              (Principal Financial Officer / Principal Accounting
      Officer)
              Dated:    April 14,
  2010









Exhibit
Index








(31.1)
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002(31.2)
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002(32.1)
            Certification
      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002(32.2)
            Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002