**Exhibit 31.1**

 

**SECTION 302 - CERTIFICATION**

 

I, James W. Lokey, Presidentand Chief Executive Officer of Mid-State Bancshares, certify that:

1.                               I have reviewed thisquarterly report on Form 10-Q of Mid-State Bancshares;

 

2.                               Based on my knowledge,this report does not contain any untrue statement  of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

 

3.                               Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.                               The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

a)              Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             [Intentionally Omitted]

 

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 othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent function):

 

a)              All significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and 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:  May 5, 2004 |   | /s/ James W.  Lokey            |   |
|-------------------------|--------|--------------------------------|--------|
|                    |   | JAMES W.  LOKEY                |
|                    |   | President  and                 |
|                    |   | Chief  Executive Officer       |
|                    |   | (Principal  Executive Officer) |

 

----