**Exhibit 31.2**

 

## **SECTION 302 -CERTIFICATION**

 

I, James G. Stathos, Executive Vice President and Chief FinancialOfficer of Mid-State Bancshares, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Mid-State Bancshares;

 

2.               Based on my knowledge, this report doesnot contain any untrue statement  of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered 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 certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) 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)             Designed such internal controls overfinancial reporting, or caused such internal control over financial reportingto be designated under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatement for external purposes in accordance with generally acceptedaccounting principles;

 

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 certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

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 9, 2006 | /s/ James G. Stathos           |   |
|-------------------|--------------------------------|--------|
|              | JAMES G. STATHOS               |
|              | Executive Vice President and   |
|              | Chief Financial Officer        |
|              | (Principal Accounting Officer) |

 

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