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United States
Securities and Exchange CommissionWashington, D.C. 20429

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FORM 10-Q

|/x/ | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2000.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|/ / | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from N/A to N/A.
|--- | -----------------------------------------------------------------------------------------------------------------------------

Commission File Number 000-23925

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MID-STATE BANCSHARES(Exact name of registrant as specified in its charter)

California(State or Other Jurisdiction of
Incorporation or Organization)

77-0442667(I.R.S. Employer Identification No.)1026 Grand Ave. Arroyo Grande, CA(Address of Principal Executive Offices)

93420-0580(Zip Code)


Issuer's
Telephone Number:(805) 473-7700

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

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

Common Stock, no par value(Title of class)

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Check
whether the Bank (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 / /

As
of August 4, 2000, the aggregate market value of the common stock held by non-affiliates of the Company was: $294,871,038.

Number
of shares of common stock of the Company outstanding as of August 4, 2000: 11,014,517 shares.

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## 

Mid-State Bancshares  June 30, 2000  Index

|                                 |                                                                                                                                 |    | Page
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | -- | ----
|PART IFINANCIAL INFORMATION     |                                                                                                                                 |   
|Item 1                          | Financial Statements                                                                                                            |    | 3   
|                                 | Consolidated Statements of Financial Position as of June 30, 2000, December 31, 1999, and June 30, 1999                         |    | 3   
|                                 | Consolidated Statements of Income for the three month and six month periods ended June 30, 2000 and June 30, 1999               |    | 4   
|                                 | Consolidated Statements of Comprehensive Income for the three month and six month periods ended June 30, 2000 and June 30, 1999 |    | 5   
|                                 | Consolidated Statements of Cash Flows for the six month period ended June 30, 2000 and June 30, 1999                            |    | 6   
|                                 | Notes to Consolidated Financial Statements                                                                                      |    | 7   
|Item 2                          | Management's Discussion and Analysis of Financial Condition and Results of Operations                                           |    | 9   
|Item 3PART IIOTHER INFORMATION |                                                                                                                                 | 13
|Item 1                          | Legal Proceedings                                                                                                               |    | 15  
|Item 2                          | Changes in Securities and Use of Proceeds                                                                                       |    | 15  
|Item 3                          | Defaults Upon Senior Securities                                                                                                 |    | 15  
|Item 4                          | Submission of Matters to a Vote of Security Holders                                                                             |    | 15  
|Item 5                          | Other Information                                                                                                               |    | 15  
|Item 6                          | Exhibits and Reports on Form 8-K                                                                                                |    | 15  

2

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## 

PART IFINANCIAL INFORMATION

Item 1Financial Statements

Mid-State Bancshares

Consolidated Statements of Financial Position

(Interim Periods Unauditedfigures in 000's)

|                                                                                         |                                                                               | June 30, 2000 |         | Dec. 31, 1999 |   | June 30, 1999 |          
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------- | ------- | ------------- | - | ------------- | ---------
|ASSETS                                                                                   |                                                                              
|Cash and Due From Banks                                                                  |                                                                               | $             | 75,159  |               | $ | 56,080        |          
|Fed Funds Sold                                                                           |                                                                               |               | 10,000  |               |   | 17,500        |          
|Investment Securities:                                                                   |                                                                               |               |         |               |   |               |          
|                                                                                         | Available For Sale                                                            |               |         | 354,226       |   |               | 433,898  
|                                                                                         | Held-to-Maturity (Market value of $29,160, $31,075 and $35,111, respectively) |               |         | 29,457        |   |               | 31,383   
|Loans, net of unearned income                                                            |                                                                               |               | 859,286 |               |   | 768,814       |          
|Allowance for Loan Losses                                                                |                                                                               |               | (13,000 | )             |   | (13,105       | )        
|                                                                                         |                                                                               |               |         |               |   |               |          
|Net Loans                                                                                |                                                                               |               | 846,286 |               |   | 755,709       |          
|                                                                                         |                                                                               |               |         |               |   |               |          
|Premises and Equipment, Net                                                              |                                                                               |               | 28,378  |               |   | 29,282        |          
|Accrued Interest Receivable                                                              |                                                                               |               | 11,072  |               |   | 12,014        |          
|Investments in Real Estate, Net                                                          |                                                                               |               | 1,317   |               |   | 1,517         |          
|Other Real Estate Owned, Net                                                             |                                                                               |               | 837     |               |   |              |          
|Other Assets                                                                             |                                                                               |               | 18,198  |               |   | 17,835        |          
|                                                                                         |                                                                               |               |         |               |   |               |          
|                                                                                         | Total Assets                                                                  |               | $       | 1,374,930     |   | $             | 1,355,218
|                                                                                         |                                                                               |               |         |               |   |               |          
|LIABILITIES AND EQUITY                                                                   |                                                                              
|Non-Interest Bearing Demand                                                              |                                                                               | $             | 252,280 |               | $ | 230,271       |          
|NOW Accounts, Money Market and Savings Deposits                                          |                                                                               |               | 604,203 |               |   | 611,119       |          
|Time Deposits Under $100                                                                 |                                                                               |               | 226,636 |               |   | 227,546       |          
|Time Deposits $100 or more                                                               |                                                                               |               | 104,942 |               |   | 99,518        |          
|                                                                                         |                                                                               |               |         |               |   |               |          
|                                                                                         | Total Deposits                                                                |               |         | 1,188,061     |   |               | 1,168,454
|Other Borrowings                                                                         |                                                                               |               | 7,784   |               |   | 15,357        |          
|Accrued Interest Payable and Other Liabilities                                           |                                                                               |               | 15,221  |               |   | 11,076        |          
|                                                                                         |                                                                               |               |         |               |   |               |          
|                                                                                         | Total Liabilities                                                             |               |         | 1,211,066     |   |               | 1,194,887
|                                                                                         |                                                                               |               |         |               |   |               |          
|Shareholders' Equity:                                                                    |                                                                               |               |         |               |   |               |          
|Common Stock and Surplus (Shares Outstanding of 11,076, 11,287 and 11,208, respectively) |                                                                               |               | 53,826  |               |   | 59,681        |          
|Retained Earnings                                                                        |                                                                               |               | 113,980 |               |   | 104,357       |          
|Accumulated Other Comprehensive Loss, Net                                                |                                                                               |               | (3,942  | )             |   | (3,707        | )        
|                                                                                         |                                                                               |               |         |               |   |               |          
|                                                                                         | Total Equity                                                                  |               |         | 163,864       |   |               | 160,331  
|                                                                                         |                                                                               |               |         |               |   |               |          
|                                                                                         | Total Liabilities and Equity                                                  |               | $       | 1,374,930     |   | $             | 1,355,218
|                                                                                         |                                                                               |               |         |               |   |               |          

3

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Mid-State Bancshares

Consolidated Statements of Income

(Unauditedfigures in 000's except earnings per share data)

|                                     |                                              | Three Month Period
Ended June 30, |        | Six Month Period
Ended June 30,
|------------------------------------ | -------------------------------------------- | --------------------------------- | ------ | -------------------------------
|
|Interest Income:                     |                                              |                                   |        |                                
|                                     | Interest and fees on loans                   |                                   | $      | 20,859                         
|                                     | Interest on investment securitiestaxable    |                                   |        | 4,216                          
|                                     | Interest on investment securitiestax exempt |                                   |        | 1,374                          
|                                     | Interest on fed funds sold, other            |                                   |        | 304                            
|                                     |                                              |                                   |        |                                
|                                     |                                              | Total Interest Income             |        |                                
|                                     |                                              |                                   |        |                                
|Interest Expense:                    |                                              |                                   |        |                                
|                                     | Interest on NOW, money market and savings    |                                   |        | 2,321                          
|                                     | Interest on time deposits less than $100     |                                   |        | 2,851                          
|                                     | Interest on time deposits of $100 or more    |                                   |        | 1,369                          
|                                     | Interest on mortgages, other                 |                                   |        | 111                            
|                                     |                                              |                                   |        |                                
|                                     |                                              | Total Interest Expense            |        |                                
|                                     |                                              |                                   |        |                                
|Net Interest Income before provision |                                              |                                   | 20,101 |                                
|Less: Provision for loan losses      |                                              |                                   | 100    |                                
|                                     |                                              |                                   |        |                                
|Net Interest Income after provision  |                                              |                                   | 20,001 |                                
|                                     |                                              |                                   |        |                                
|Other operating income:              |                                              |                                   |        |                                
|                                     | Service charges and fees                     |                                   |        | 1,753                          
|                                     | Other non-interest income                    |                                   |        | 2,739                          
|                                     |                                              |                                   |        |                                
|                                     |                                              | Total other operating income      |        |                                
|                                     |                                              |                                   |        |                                
|Other operating expense:             |                                              |                                   |        |                                
|                                     | Salaries and employee benefits               |                                   |        | 7,744                          
|                                     | Occupancy and furniture                      |                                   |        | 2,124                          
|                                     | Other operating expenses                     |                                   |        | 4,245                          
|                                     |                                              |                                   |        |                                
|                                     |                                              | Total other operating expense     |        |                                
|                                     |                                              |                                   |        |                                
|Income before taxes                  |                                              |                                   | 10,380 |                                
|Provision for income taxes           |                                              |                                   | 3,603  |                                
|                                     |                                              |                                   |        |                                
|Net Income                           |                                              | $                                 | 6,777  |                                
|                                     |                                              |                                   |        |                                
|Earnings per sharebasic             |                                              | $                                 | 0.61   |                                
|diluted                             |                                              | $                                 | 0.60   |                                
|                                     |                                              |                                   |        |                                

4

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Mid-State Bancshares

Consolidated Statements of Comprehensive Income

(Unauditedfigures in 000's)

|                                                                        |  | Three Month Period
Ended June 30, |       | Six Month Period
Ended June 30, |  
|----------------------------------------------------------------------- |  | --------------------------------- | ----- | ------------------------------- | -
|
|Net Income                                                              |  | $                                 | 6,777 |                                 | $
|Unrealized gains (losses) on securities available for sale:             |  |                                   |       |                                 |  
|Unrealized holding gains (losses) arising during period                 |  |                                   | 920   |                                 |  
|Less: reclassification adjustment for losses included in net income     |  |                                   |      |                                 |  
|                                                                        |  |                                   |       |                                 |  
|Other comprehensive income (loss), before tax                           |  |                                   | 920   |                                 |  
|Income tax provision (benefit) related to items in comprehensive income |  |                                   | 368   |                                 |  
|                                                                        |  |                                   |       |                                 |  
|Other Comprehensive Income (Loss), Net of Taxes                         |  |                                   | 552   |                                 |  
|                                                                        |  |                                   |       |                                 |  
|Comprehensive Income                                                    |  | $                                 | 7,329 |                                 | $
|                                                                        |  |                                   |       |                                 |  

5

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Mid-State Bancshares

Consolidated Statements of Cash Flows

(Unauditedfigures in 000's)

|                                                  |                                                                                   | Six Month Period
Ended June 30, |                            
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------- | ---------------------------
|
|OPERATING ACTIVITIES                              |                                                                                   |                                 |                            
|                                                  | Net Income                                                                        |                                 | $                          
|                                                  | Adjustments to reconcile net income to net cash provided by operating activities: |                                 |                            
|                                                  | Provision for loan losses                                                         |                                 |                            
|                                                  | Depreciation and amortization                                                     |                                 |                            
|                                                  | Net amortization of premiums and discounts on investments                         |                                 |                            
|                                                  | Changes in assets and liabilities:                                                |                                 |                            
|                                                  |                                                                                   |                                 | Accrued interest receivable
|                                                  |                                                                                   |                                 | Other assets               
|                                                  |                                                                                   |                                 | Other liabilities          
|                                                  |                                                                                   |                                 |                            
|                                                  | Net cash provided by operating activities                                         |                                 |                            
|                                                  |                                                                                   |                                 |                            
|INVESTING ACTIVITIES                              |                                                                                   |                                 |                            
|                                                  | Net cash from proceeds of real estate                                             |                                 |                            
|                                                  | Proceeds from sales and maturities of investments                                 |                                 |                            
|                                                  | Purchases of investments                                                          |                                 |                            
|                                                  | Increase in loans                                                                 |                                 |                            
|                                                  | (Purchases) sales of premises and equipment, net                                  |                                 |                            
|                                                  | Other changes, net                                                                |                                 |                            
|                                                  |                                                                                   |                                 |                            
|                                                  | Net cash used in investing activities                                             |                                 |                            
|                                                  |                                                                                   |                                 |                            
|FINANCING ACTIVITIES                              |                                                                                   |                                 |                            
|                                                  | Increase (decrease) in deposits                                                   |                                 |                            
|                                                  | (Decrease) increase in short-term borrowings                                      |                                 |                            
|                                                  | Exercise of stock options                                                         |                                 |                            
|                                                  | Cash dividends paid                                                               |                                 |                            
|                                                  | Repurchase of common stock                                                        |                                 |                            
|                                                  |                                                                                   |                                 |                            
|                                                  | Net cash provided by (used in) financing activities                               |                                 |                            
|                                                  |                                                                                   |                                 |                            
|                                                  | Increase (decrease) in cash and cash equivalents                                  |                                 |                            
|                                                  | Cash and cash equivalents, beginning of period                                    |                                 |                            
|                                                  |                                                                                   |                                 |                            
|                                                  | Cash and cash equivalents, end of period                                          |                                 | $                          
|                                                  |                                                                                   |                                 |                            
|Supplemental disclosure of cash flow information: |                                                                                   |                                 |                            
|                                                  | Cash paid during the period for interest                                          |                                 | $                          
|                                                  | Cash paid during the period for taxes on income                                   |                                 |                            

6

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## 

Mid-State Bancshares

Notes to Consolidated Financial Statements

(Information with respect to interim periods is unaudited)

NOTE ABASIS OF PRESENTATION AND MANAGEMENT REPRESENTATION

The accompanying consolidated financial statements include the accounts of Mid-State Bancshares and its wholly owned subsidiary Mid-State Bank which includes
the Bank and the Bank's subsidiaries, MSB Properties and Mid Coast Land Company (collectively the "Company," "Bank" or "Mid-State"). All significant intercompany transactions have been eliminated in
consolidation. These consolidated financial statements should be read in conjunction with the Form 10-K Annual Report for the year ended December 31, 1999 of Mid-State Bancshares. A summary of the
Company's significant accounting policies is set forth in the Notes to Consolidated Financial Statements contained therein.

These
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States on a basis consistent with the accounting
policies reflected in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 1999. They do not, however, include all of the
information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments including normal
recurring accruals considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be
expected for any other interim period or for the year as a whole.

7

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NOTE BEARNINGS PER SHARE

The following is a reconciliation of net income and shares outstanding to the income and number of shares used to compute Earnings Per Share ("EPS"). Figures
are in thousands, except earnings per share data (unaudited).

|                               |                                         | Three Month Period Ended
June 30, 2000 |       | Three Month Period Ended
June 30, 1999
|------------------------------ | --------------------------------------- | -------------------------------------- | ----- | --------------------------------------
|
|Net Income as reported         |                                         | $                                      | 6,777 |                                       
|Basic Earnings Per Share:      |                                         |                                        |       |                                       
|                               | Income available to Common Shareholders |                                        | $     | 6,777                                 
|Effect of dilutive securities: |                                         |                                        |       |                                       
|                               | Stock Options                           |                                        |       |                                       
|Diluted Earnings Per Share:    |                                         |                                        |       |                                       
|                               | Income available to Common Shareholders |                                        | $     | 6,777                                 

|                               |                                         | Six Month Period Ended
June 30, 2000 |        | Six Month Period Ended
June 30, 1999
|------------------------------ | --------------------------------------- | ------------------------------------ | ------ | ------------------------------------
|
|Net Income as reported         |                                         | $                                    | 13,204 |                                     
|Basic Earnings Per Share:      |                                         |                                      |        |                                     
|                               | Income available to Common Shareholders |                                      | $      | 13,204                              
|Effect of dilutive securities: |                                         |                                      |        |                                     
|                               | Stock Options                           |                                      |        |                                     
|Diluted Earnings Per Share:    |                                         |                                      |        |                                     
|                               | Income available to Common Shareholders |                                      | $      | 13,204                              

8

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Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations

Selected Financial DataSummary.The following table provides certain selected financial data as of
and for the three and six month periods ended June 30, 2000 and 1999 (unaudited).

|                                                        |  | Quarter Ended |        | Year-to-Date
|------------------------------------------------------- |  | ------------- | ------ | ------------
|
|
|Interest Income (not taxable equivalent)                |  | $             | 26,753 |             
|Interest Expense                                        |  |               | 6,652  |             
|                                                        |  |               |        |             
|Net Interest Income                                     |  |               | 20,101 |             
|Provision for Loan Losses                               |  |               | 100    |             
|                                                        |  |               |        |             
|Net Interest Income after provision for loan losses     |  |               | 20,001 |             
|Non-interest income                                     |  |               | 4,492  |             
|Non-interest expense                                    |  |               | 14,113 |             
|                                                        |  |               |        |             
|Income before income taxes                              |  |               | 10,380 |             
|Provision for income taxes                              |  |               | 3,603  |             
|                                                        |  |               |        |             
|Net Income                                              |  | $             | 6,777  |             
|                                                        |  |               |        |             
|Per share:                                              |  |               |        |             
|Net Incomebasic                                        |  | $             | 0.61   |             
|Net Incomediluted                                      |  | $             | 0.60   |             
|Weighted avg. shares used in Basic E.P.S. calculation   |  |               | 11,189 |             
|Weighted avg. shares used in Diluted E.P.S. calculation |  |               | 11,309 |             
|Cash dividends                                          |  |               | 0.16   |             
|Book value at period-end                                |  |               |        |             
|Ending Shares                                           |  |               |        |             
|Financial Ratios                                        |  |               |        |             
|Return on assets                                        |  |               | 1.99%  |             
|Return on equity                                        |  |               | 16.63% |             
|Net interest margin (not taxable equivalent)            |  |               | 6.42%  |             
|Net interest margin (taxable equivalent yield)          |  |               | 6.72%  |             
|Net loan losses to avg. loans                           |  |               | 0.01%  |             
|Efficiency ratio                                        |  |               | 57.4%  |             

9

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|                                                              |  | Quarter Ended |           | Year-to-Date |  
|------------------------------------------------------------- |  | ------------- | --------- | ------------ | -
|
|
|Period Averages                                               |  |               |           |              |  
|Total Assets                                                  |  | $             | 1,371,989 |              | $
|Total Loans                                                   |  |               | 838,248   |              |  
|Total Earning Assets                                          |  |               | 1,258,316 |              |  
|Total Deposits                                                |  |               | 1,187,691 |              |  
|Common Equity                                                 |  |               | 163,890   |              |  
|Balance SheetAt Period-End                                   |  |               |           |              |  
|Cash and due from banks                                       |  |               |           |              |  
|Investments and Fed Funds Sold                                |  |               |           |              |  
|Loans, net of deferred fees, before allowance for loan losses |  |               |           |              |  
|Allowance for Loan Losses                                     |  |               |           |              |  
|Other assets                                                  |  |               |           |              |  
|                                                              |  |               |           |              |  
|Total Assets                                                  |  |               |           |              |  
|                                                              |  |               |           |              |  
|Non-interest bearing deposits                                 |  |               |           |              |  
|Interest bearing deposits                                     |  |               |           |              |  
|Other borrowings                                              |  |               |           |              |  
|Other liabilities                                             |  |               |           |              |  
|Shareholders' equity                                          |  |               |           |              |  
|                                                              |  |               |           |              |  
|Total Liabilities and Shareholders' Equity                    |  |               |           |              |  
|                                                              |  |               |           |              |  
|Asset Quality & CapitalAt Period-End                         |  |               |           |              |  
|Non-accrual loans                                             |  |               |           |              |  
|Loans past due 90 days or more                                |  |               |           |              |  
|Other real estate owned                                       |  |               |           |              |  
|                                                              |  |               |           |              |  
|Total non performing assets                                   |  |               |           |              |  
|Loan loss allowance to loans, gross                           |  |               |           |              |  
|Non-accrual loans to total loans, gross                       |  |               |           |              |  
|Non performing assets to total assets                         |  |               |           |              |  
|Allowance for loan losses to non performing loans             |  |               |           |              |  
|Equity to average assets (leverage ratio)                     |  |               |           |              |  
|Tier One capital to risk-adjusted assets                      |  |               |           |              |  
|Total capital to risk-adjusted assets                         |  |               |           |              |  

Performance Summary.The Company posted net income of $6.8 million for the three months
ended June 30, 2000 compared to $6.0 million in the like 1999 period. These earnings represent an annualized return on assets of 1.99% and 1.73%, respectively, for the comparable
periods. The annualized return on equity was 16.63% for the second quarter of 2000 compared to 15.50% in the second quarter of 1999. On a per share basis, diluted earnings were $0.60 in the 2000
period compared to $0.53 in the like quarter of 1999.

For
the six months year-to-date, the Company posted net income of $13.2 million in 2000 compared to $11.6 million in the like 1999 period. These earnings represent an
annualized return on assets of 1.94% and 1.70%, respectively, for the comparable periods. The annualized return on equity was 16.28% for the first six months of 2000 compared to 15.29% in the 1999 six
month period. On a per share basis, diluted earnings were $1.16 in the 2000 period compared to $1.03 in 1999.

10

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Net Interest Income.Mid-State's annualized yield on interest earning assets was 8.50% for the
first six months of 2000 (8.79% on a taxable equivalent basis) and 8.55% (8.85% on a taxable equivalent basis) for the second quarter of 2000. This compares to 7.84% in the 6 month 1999 period (8.01%
on a taxable equivalent basis) and 7.75% in the second quarter of 1999 (7.95% on a taxable equivalent basis). This increase in yield is related to a change in mix of earning assets (average loans
represented 65.1% of earning assets in the first half of 2000 compared to 53.0% one year earlier) and to the rise in interest rates when comparing the two periods. The Prime Rate, to which many of the
Bank's loans are tied, averaged 9.02% in the first half of 2000 compared to 7.75% in the 1999 period. Conversely,
annualized interest expense as a percent of earning assets remained comparable to the prior year. In the first half of 1999, annualized interest expense represented 2.11% of earning assets compared to
2.10% in this year's first half. Similarly, the annualized interest expense in the second quarter of this year was 2.13% compared to 2.06% in the like quarter of 1999. Overall, Mid-State's annualized
net interest income, expressed as a percent of earning assets, improved from 5.73% for the six month period of 1999 (5.90% on a taxable equivalent basis) to 6.40% in the comparable 2000 period (6.69%
on a taxable equivalent basis). For the second quarter of 2000 compared to the second quarter of 1999, net interest income, expressed as a percent of earning assets, improved from 5.69% (5.89% taxable
equivalent) to 6.42% (6.72% taxable equivalent).

Average
earning assets for the six months ended June 30, 2000 were comparable to the like 1999 period ($1,255.8 million compared to $1,255.7 million). Average deposits in this same
time-frame were down $17.7 million, ($1,190.5 million compared to $1,208.2 million), reflecting a conscious decision to reduce dependence on certain high cost brokered deposits acquired through the
Bank's recent merger with City Commerce Bank. In comparing second quarter 2000 to second quarter 1999, average earning assets declined slightly from $1,260.7 million one year ago to $1,258.3 million
and average deposits declined $20.7 million from $1,208.4 million one year ago to $1,187.7 million.

Provision and Allowance for Loan Losses.The Bank made a provision to the allowance for loan
losses of $100 thousand in the second quarter of 2000 which equated to the six month year-to-date amount. The Bank provided $15 thousand in the comparable 1999 quarter and $30 thousand for the 6 month
period ended June 30, 1999. Management continues to believe that the allowance, which stands at 1.5% of total loans at June 30, 2000, down from 2.1% one year earlier, is adequate to cover future
losses. The $13.0 million allowance is about 154% of the level of non performing assets which stand at $8.4 million compared to $3.5 million one year earlier. Non performing assets consist of loans on
non-accrual, accruing loans 90 days or more past due and Other Real Estate Owned. Other Real Estate Owned reflects property acquired through foreclosure which had secured Bank loans on which the
borrower defaulted. While continuing efforts are made to improve overall asset quality, Management is unable to estimate with certainty, how and under what terms, problem assets will be resolved.

Changes
in the allowance for loan losses (in thousands) for the periods ended June 30, 2000 and 1999 are as follows:

3 Months Ended June 30,

6 Months Ended June 30,2000

1999

2000

1999Balance at beginning of period

$
12,931

$
14,002

$
13,105

$
14,441Provision for loan losses


100


15


100


30Loans charged off


(288
)

(256
)

(574
)

(911
)Recoveries of loans previously charged-off


257


450


369


651Balance at end of period

$
13,000

$
14,211

$
13,000

$
14,211


At June 30, 2000, the recorded investments in loans which have been identified as impaired totaled $7,698,000, all of which were tied to corresponding valuation
allowances totaling $1,864,000. Impaired loans totaled $5,862,000 at June 30, 1999, all of which were tied to corresponding valuation allowances totaling $1,157,000. The valuation allowance for
impaired loans is included within the general allowance shown above and netted against loans on the consolidated statements of financial position. For the quarter

11

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ended June 30, 2000, the average recorded investment in impaired loans was $6,404,000, which coincidentally was the same as the 1999 period. A loan is identified as impaired when it is probable
that interest and principal will not be collected according to the contractual terms of the loan agreement. Because this definition is very similar to that used by bank regulators to determine on
which loans
interest should not be accrued, the Bank expects that most impaired loans will be on non-accrual status.

Non-interest Income.Non-interest income for the first six months of 2000 was $8.9 million, up
from $8.6 million earned in the same 1999 period, an increase of 2.8%. The increase was related to improved service charge income of some $232 thousand over the comparable periods, increases in
the Company's merchant mastercard income of about $514 thousand, and the reversal of a reserve on investments in real estate of $261 thousand. These increases in income were offset by
the fact that income from mortgage origination and loan servicing was off some $254 thousand from the levels in the first half of 1999 and that there was a reduction in recoveries of interest amounts
associated with loans previously charged-off of $654 thousand. This reduction in the recoveries of interest amounts associated with loans previously charged-off affected the comparison of the
two quarterly periods and resulted in a reduction in non-interest income from $4.7 million in the second quarter of 1999 to $4.5 million in the second quarter of 2000.

Non-interest Expense.Non-interest expense for the first six months of 2000 was
$28.3 million compared to $27.1 million in the first half of 1999. Increases in salaries accounted for $0.4 million of this increase and increases in employee benefits accounted
for another $0.4 million of the increase. While some categories of expense showed minor declines, others showed minor increases, all of which in total accounted for the balance of the increase.
In comparing the second quarter of 2000 with the second quarter of 1999, salaries and benefits again explained the majority of the increase over the comparable periods.

Provision for Income Taxes.The year-to-date provision for income taxes was $7.2 million,
compared to $5.5 million for the same period in 1999. The effective tax rate in 2000 was 35.2% compared to 32.4% in 1999. The effective tax rate in 2000 is somewhat higher than the prior year's
first half due to the realization of certain tax benefits available to Mid-State in 1999. While the normal combined federal and state statutory tax rate is 42% for Mid-State Bancshares, the tax exempt
income generated by its municipal bond portfolio is the primary reason that the effective rate is lower.

Balance Sheet.Total assets at June 30, 2000 totaled $1,374.9 million, down from
the level one year earlier of $1,395.2 million. The mix of these assets has changed considerably from one year earlier. Net loans have increased from $672.9 million at the end of June,
1999 to $846.3 million in 2000. Investments and fed funds sold were significantly lower, having declined from $584.1 million one year earlier to $393.7 million this year. Other
non-earning asset categories declined when comparing 2000 to 1999.

There
was a $28.4 million decrease in deposits primarily related to the Bank's conscious decision to reduce dependence on certain high cost brokered deposits acquired through the
Bank's recent merger
with City Commerce Bank. Stockholders' equity increased by $9.4 million when comparing June 30, 2000 over June 30, 1999, owing primarily to the retention of earnings over the intervening
12 month period which was partially offset by an unrealized loss on available for sale securities over the same time period and the stock repurchase program. There was a modest decrease in other
borrowing and liabilities of $1.2 million, comparing the quarter-end periods.

Mid-State's
loan to deposit ratio of 72.3% at June 30, 2000 is up significantly from the 56.5% ratio one year earlier. There is ample internal liquidity to fund improvements in this
ratio through Mid-State's investment portfolio which has approximately 92% of it's investments categorized as available for sale.

Investment Securities.Fed funds sold represent $10.0 million of the $393.7 million
portfolio noted above. Of the remaining $383.7 million, 18% is invested in U.S. Treasury securities, 21% is invested in U.S. Government agency obligations, 59% is invested in securities issued
by states and political subdivisions in the U.S. and 2% is invested in mortgage-backed securities and other securities. Eighty percent of all investment securities mature prior to December 31, 2004.
Approximately 32% of these securities mature in less than one year. The Bank's investment in mortgage-backed securities consist of investments in FNMA

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and FHLMC pools which have contractual maturities of up to 17 years. The actual time of repayment may be shorter due to prepayments made on the underlying collateral.

Capital Resources.Total stockholders' equity increased from $154.5 million at
June 30, 1999 to $163.9 million at June 30, 2000. Net income over this 12 month time period was $23.6 million less cash dividends of $6.7 million less a $2.8 million
increase in unrealized losses on available for sale securities plus $1.4 million in stock options exercised and $6.1 million of stock repurchased accounted for the $9.4 million increase.
Capital continues to be strong with Mid-State Bancshare's ratio of tier one equity capital to average assets ("leverage ratio") at 12.1% up from 11.2% one year earlier. Mid-State's ratios of tier one
capital and total capital to risk-adjusted assets declined, principally because of the change in asset mix away from investment securities with lower risk weightings into loans with their 100% risk
weightings. The Tier One ratio went from 17.0% one year earlier to 15.8% at June 30, 2000. The Total Capital ratio went from 18.2% one year earlier to 17.0% at June 30, 2000. Mid-State
substantially exceeds the standards to be considered well capitalized which are 6.0% for the ratio of tier one capital to risk weighted assets, 10.0% for the ratio of total capital to risk weighted
assets, and 5.0% for the ratio of tier one capital to total assets.

Liquidity.Management is not aware of any future capital expenditures or other significant
demands or commitments which would severely impair liquidity.

Disclosures Concerning Year 2000 IssuesYear 2000 Readiness Disclosure.

No major concerns exist at this point. The Company completed development of contingency plans in preparation for the Y2K event during 1999. While these plans
were not needed, they have served as a catalyst to update and complete the Company's disaster recovery plans.

Important Factors Relating to Forward-Looking Statements.The Private Securities Litigation
Reform Act of 1995 provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ materially from those projected in such statements. All of the statements contained in this Quarterly Report on Form 10-Q which
are not identified as historical should be considered forward-looking. In connection with certain forward-looking statements contained in this Quarterly Report on Form 10-Q and those that may be made
in the future by or on behalf of the Company which are identified as forward-looking, the Company notes that there are various factors that could cause actual results to differ materially from those
set forth in any such forward-looking statements. Such factors include, but are not limited to, the real estate market, the availability of loans at acceptable prices, the general level of economic
activity both locally and nationally, interest rates, the actions by the Company's regulatory agencies, and actions by competitors of the Company. Accordingly, there can be no assurance that the
forward-looking statements contained in this Quarterly Report on Form 10-Q will be realized or that actual results will not be significantly higher or lower. The forward-looking statements have not
been audited by, examined by or subjected to agreed-upon procedures by independent accountants, and no third-party has independently verified or reviewed such statements. Readers of this Quarterly
Report on Form 10-Q should consider these facts in evaluating the information contained herein. The inclusion of the forward-looking statements contained in this Quarterly Report on Form 10-Q should
not be regarded as a representation by the Company or any other person that the forward-looking statements contained in this Quarterly Report on Form 10-Q will be achieved. In light of the foregoing,
readers of this Quarterly Report on Form 10-Q are cautioned not to place undue reliance on the forward-looking statements contained herein.

Item 3Quantitative and Qualitative Disclosure About Market Risk

The Bank's risk exposure to changes in interest rates is minimal. A recent review of the potential changes in the Bank's net interest income over a
12 month time horizon showed that it could fluctuate
under very extreme alternative rate scenarios from between +1.5% and 6.2% of the base case (rates unchanged) of $86.0 million. The Bank's policy is to maintain a structure of assets and
liabilities which are such that net interest income will not vary more than plus or minus 15% of the base forecast over the next

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12 months. Management feels that its exposure to interest rate risk is manageable and it will continue to strive for an optimal trade-off between risk and earnings.

The
following table presents a summary of the Bank's net interest income forecasted for the coming 12 months under alternative interest rate scenarios.

Change From BaseRates Down Very Significant
(Prime down to 5.50% over 12 months)

-6.2
%Rates Down Significant
(Prime down to 7.00% over 12 months)

-4.5
%Rates Down Modestly
(Prime down to 8.50% over 12 months)

-1.7
%Base CaseRates Unchanged
(Prime unchanged at 9.50% over 12 months)

Rates Up Modestly
(Prime up to 10.50% over 12 months)

+0.8
%Rates Up Aggressive
(Prime up to 12.00% over 12 months)

+1.5
%Rates Up Very Aggressive
(Prime up to 13.50% over 12 months)

+1.5
%


Net
interest income under the above scenarios is influenced by the characteristics of the Bank's assets and liabilities. In the case of N.O.W., savings and money market deposits
(total $604.2 million) interest is based on rates set at the discretion of Management ranging from 0.50% to 2.37%. In a downward rate environment, there is a limit to how far these deposit instruments
can be re-priced and this
behavior is similar to that of fixed rate instruments. In an upward rate environment, the magnitude and timing of changes in rates on these deposits is assumed to be more reflective of variable rate
instruments. These characteristics are the main reasons that a 4% decline in Prime decreases net interest income by 6.2% while a 4% increase in Prime increases net interest income just 1.5%. In an
upward rate environment, the magnitude and timing of changes in rates on these deposits is assumed to be more reflective of variable rate instruments.

It
is important to note that the above table is a summary of several forecasts and actual results may vary. The forecasts are based on estimates and assumptions of Management that may
turn out to be different and may change over time. Factors affecting these estimates and assumptions include, but are not limited tocompetitors' behavior, economic conditions both locally
and nationally, actions taken by the Federal Reserve Board, customer behavior, and Management's responses. Historically, the Bank has been able to manage its Net Interest Income in a fairly narrow
range reflecting the Bank's relative insensitivity to interest rate changes. The impact of prepayment behavior on mortgages, real estate loans, mortgage backed securities, securities with call
features, etc. is not considered material to the sensitivity analysis. Over the last 5 years, and excluding the first half of 2000, the Bank's net interest margin (which is net interest income divided
by average earning assets of the Bank) has ranged from a low of 5.71% to a high of 6.09% (not taxable equivalent). The Bank's net interest margin in the first half of 6.40% is high by historical
standards and relates to both the higher level of interest rates and the change in mix of earning assets (the Bank now has a larger portion in loans vis-à-vis Investment Securities).
The net interest margin under the alternative scenarios ranges from 6.14% to 6.64%. Management feels this range of scenarios, while high by historical standards, is consistent with current experience,
but no assurances can be given that actual future experience will fall within this range.

The
Bank's exposure with respect to interest rate derivatives, exchange rate fluctuations, and/or commodity price movements is nil. The Bank does not own any instruments within these
markets.

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## 

PART IIOTHER INFORMATION

Item 1Legal Proceedings

Mid-State is not a party to any material legal proceeding.

Item 2Changes in Securities and Use of Proceeds

There were no material changes in securities and uses of proceeds during the period covered by this report.

Item 3Defaults Upon Senior Securities

Not applicable.

Item 4Submission of Matters to a Vote of Security Holders

No matters were submitted to the Shareholders for a vote during the first quarter of 2000. During the second quarter of 2000 on May 18th, shareholders voted on
two items at the Company's Annual Meeting of Shareholders. One item dealt with the election of four (4) persons to the Board of Directors and the second item dealt with an amendment to Mid-State's
1996 Stock Option Plan. These are described in the following two paragraphs.

Mid-State's
Bylaw and implementing resolutions provide for Mid-State to have a total of eleven (11) directors. Mid-State has a "Classified" Board of Directors. A "Classified" Board
means that the directors are divided into three classes with staggered terms. As a result, four persons were elected at this year's Annual Meeting to a term of three years. At subsequent Annual
Meetings, the number of directors to be elected will be dependent on whose terms are expiring, but each director elected will be to a three year term. At the May 18, 2000 meeting, the directors
elected to serve a three year term were Trudi Carey, H. Edward Heron, Stephen P. Maguire, and James W. Lokey.

The
second item considered at the Annual Meeting was an amendment to Mid-State's 1996 Stock Option Plan to increase the maximum number of shares of Mid-State Stock, which are reserved
under the 1996 Plan, in the aggregate, from 892,542 shares to 1,500,000 shares. At March 15, 2000, Mid-State had options outstanding pursuant to the 1996 Plan to purchase a total of 728,877 shares,
options for 81,778 shares had been exercised, and only 81,887 shares available for future grants. The proposed amendment was approved.

Item 5Other Information

Not applicable.

Item 6Exhibits and Reports on Form 8-K

A) Exhibits

|Exhibit No. |  | Exhibit                                   
|----------- |  | ------------------------------------------
|27          |  | Financial Data Schedule (for SEC use only)

B)
Reports on Form 8-K



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## 

SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                     |  | MID-STATE BANCSHARES
(REGISTRANT)
|-------------------- |  | ---------------------------------
|Date: August 4, 2000 |  | By:                              
|Date: August 4, 2000 |  | By:                              

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