<PAGE>

         As filed with the Securities and Exchange Commission on July 11, 1997
                                                 Registration No. 33-_________

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                           -------------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                           -------------------------------

                                HERITAGE OAKS BANCORP
                                ---------------------
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         CALIFORNIA                                      77-0388249
         ----------                                      ----------
    (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)


545 12 TH STREET, PASO ROBLES, CA.                           93446
-----------------------------------                          -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


                     1997 HERITAGE OAKS BANCORP STOCK OPTION PLAN
                    ---------------------------------------------
                               (FULL TITLE OF THE PLAN)

                                   LAWRENCE P. WARD
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                HERITAGE OAKS BANCORP
                                   545 12TH STREET
                                PASO ROBLES, CA 93446
                                ---------------------
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (805) 239-5200
                                    --------------
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE

    -------------------------------------------------------------------------
                                     PROPOSED        PROPOSED
    TITLE OF                         MAXIMUM         MAXIMUM
    SECURITIES     AMOUNT            OFFERING        AGGREGATE   AMOUNT OF
    TO BE          TO BE             PRICE           OFFERING    REGISTRATION
    REGISTERED     REGISTERED (1)    PER SHARE (2)   PRICE (2)   FEE
    -------------------------------------------------------------------------

    Common Stock,  107,366  shares   $16.00          $1,717,856  $520.56
    no par value

--------------------------------------------------------------------------------

(1)   This Registration  Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares as may become
subject to options under the 1997 Plan as a result of the adjustment provisions
thereof.

(2)   Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (g).


<PAGE>

PART I    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The document containing the information in Part I and the documents
incorporated by reference into this Registration Statement constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.  Pursuant to the notes to Form S-8, such documents need not be filed with
the Securities and Exchange Commission but must be given to participants in the
1997 Plan.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in this Registration
Statement:

    (a)  The Corporation's Annual Report on From 10-KSB for the year ended
         December 31, 1996;

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act since December 31, 1996; and

    (c)  The description of the Common Stock contained in the Corporation's
         Registration Statement on Form S-4, dated April 8, 1994, and any
         subsequent amendment updating such description.

    Additionally,  all documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and be part thereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         CALIFORNIA LEGISLATION

    The Corporation and its subsidiary, Heritage Oaks Bank (the "Bank") are
subject to the California General Corporation Law (the "CGCL"), which provides a
detailed statutory framework covering limitation of liability of directors in
certain instances and indemnification of any officer or other agent of a
corporation who is made or threatened to be made a party to any legal proceeding
by reason of his or her services on behalf of such corporation.

    With respect to limitation of liability, the CGCL permits a California
corporation to adopt a provision inn its articles of incorporation reducing or
eliminating the liability of a director to the corporation or its shareholders
for monetary damages for breach of the fiduciary duty of care, provided that
such liability does not arise from certain proscribed conduct (including
intentional misconduct and breach of duty of loyalty).  The CGCL in this regard
relates only to actions brought by shareholders on behalf of the corporation
(i.e., "derivative actions") and does not apply to claims brought by outside
parties.

    With respect to indemnification, the CGCL provides that to the extent any
officer, director or other agent of a corporation is successful "on the merits"
in defense of any legal proceeding to which such person is a party or is
threatened to be made a party by reason of his or her service on behalf of such
corporation or in defense of any claim, issue, or matter therein, such agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith, but does not require indemnification in any other
circumstance.  The CGCL also provides that a corporation may indemnify any agent
of the corporation, including officers and directors, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in a third party proceeding against such person by reason of his or her services
on behalf of the corporation, provided the person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of such
corporation.  The CGCL further provides that in derivative suites a corporation
may indemnify such a person against expenses incurred in such a proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its shareholders.
Indemnification is not available in derivative actions (i) for amounts paid or
expenses incurred in connection with a matter that is settled or otherwise
disposed of without court approval or (ii) with respect to matters for which the
agent shall have been adjudged to be liable to the corporation unless the court
shall determine that such person is entitled to indemnification.

    The CGCL permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on behalf
of the corporation upon the giving of a promise to repay any such sums in the
event it is later determined that such person is not entitled to be indemnified.
Finally, the CGCL provides that the indemnification provided by the statute is
not exclusive of other rights to which those seeking indemnification may be
entitled, by bylaw, agreement or otherwise, to the extent additional rights are
authorized in a corporation's articles of incorporation.  The law further
permits a corporation to procure insurance on behalf of its directors, officers
and agents against any liability incurred by any such individual, even if a

<PAGE>

corporation would not otherwise have the power under applicable law to indemnify
the director, officer or agent for such expenses.

    The Articles of Incorporation and Bylaws of the Bank and the Corporation
implement the applicable statutory framework by limiting the personal liability
of directors for monetary damages for a breach of a director's fiduciary duty of
care and allowing the Bank and the Corporation to expand the scope of their
indemnification of directors, officers and other agents to fullest extent
permitted by California law.  The Articles of the Bank and the Corporation,
pursuant to the applicable provisions of the CGCL, also include a provision
allowing the Bank and the Corporation to include in their bylaws, and in
agreements between the Bank and the Corporation and their directors, officers
and other agents, provisions expanding the scope of indemnification beyond that
specifically provided under California law.

    The Bylaws of the Bank and the Corporation have been amended to provided
for mandatory indemnification in certain instances.

    INDEMNIFICATION AGREEMENTS

    The Bank and the Corporation have entered into indemnification agreement
with each of their directors and certain of their respective officers
("Indemnification Agreements").

    In general, the Indemnification Agreements have a number of principal
effects.  First, the Indemnification Agreements establish the presumption that
the indemnitee has met the applicable standard of conduct required for
indemnification. Second, the Indemnification Agreements provide that, in
connection with any proceeding other than a proceeding brought by the
Corporation or the Bank directly in its own right, litigation expenses SHALL be
advanced to an indemnitee upon request and receipt of an undertaking to repay
the amount advanced if it is ultimately determined that the indemnitee is not
entitled to indemnification for the expenses. Third, the Indemnification
Agreements explicitly provide that in any threatened, pending or completed
action brought by or in the right of the Corporation or the Bank, the indemnitee
will be entitled to indemnification for expenses and against amounts paid in
settling or otherwise disposing of such an action, to the fullest extent
permitted by law, where the indemnified party meets the applicable standard of
conduct.  Fourth, in the event that the Corporation or the Bank does not pay a
request for indemnification, the Indemnification Agreements allow the indemnitee
to contest the nonpayment by petitioning a court to make an independent
determination of whether the indemnitee is entitled to indemnification under the
Indemnification Agreement.   Fifth, the Indemnification Agreements explicitly
provide for partial indemnification of costs and expenses in the event that an
indemnitee is not entitled to full indemnification under the terms of the
Indemnification Agreements.  Sixth, the Indemnification Agreements automatically
incorporate future changes in the law that increase the protection available to
the indemnitee.  Finally, the Indemnification Agreements explicitly provide that
actions by an indemnitee serving at the request of the Corporation or the Bank
as a director, officer or agent of another corporation, partnership, joint
venture or other enterprise, shall be covered by the indemnification.

<PAGE>

    DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

    The Corporation  presently maintains a policy of directors' and officers'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    4a        1997 Heritage Oaks Bancorp Stock Option Plan

    4b        Form of stock option agreement

    5         Opinion of Reitner & Stuart relating to the legality of
              securities being registered, and consent

    23a       Consent of Vavrinek, Trine, Day & Co.

    23b       Consent of Reitner & Stuart is contained in the opinion filed as
              Exhibit 5




ITEM 9. UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement:

         (i)  To include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the

<PAGE>

registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

    (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the termination
    of the offering.

    (4)  If the registrant is a foreign private issuer, to file a
    post-effective amendment to the registration statement to include any
    financial statements required by Section 210.3-19 of this chapter at the
    start of any delayed offering or throughout a continuous offering.
    Financial statements and information otherwise required by Section 10(a)(3)
    of the Act need not be furnished, PROVIDED that the registrant includes in
    the prospectus to this paragraph (a)(4) and other information necessary to
    ensure that all other information in the prospectus is at least as current
    as the date of those financial statements.  Notwithstanding the foregoing,
    with respect to registration statements on Form F-3, a post-effective
    amendment need not be filed to include financial statements and information
    required by Section 10(a)(3) of the Act or Section 210.3-19 of this chapter
    if such financial statements and information are contained in periodic
    reports file with or furnished to the Commission by the registrant pursuant
    to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
    are incorporated by reference in the Form F-3.

    The undersigned registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the registrant's annual report pursuant to section 13(a) or section 15(d)
    of the Securities Exchange Act of 1934 (and, where applicable), each filing
    of an employee benefit plan's annual report pursuant to section 15(d) of
    the Securities Exchange Act of 1934) that is incorporated by reference in
    the registration statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
    of 1933 may be permitted to directors, officers and controlling persons of
    the registrant pursuant to the foregoing provisions, or otherwise, the
    registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable.  In the event that a
    claim for indemnification against such liabilities (other than the payment
    by the registrant of expenses incurred or paid by a director, officer or
    controlling person of the registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director,

<PAGE>

    officer or controlling person in connection with the securities being
    registered, the registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the
    final adjudication of such issue.

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
Corporation certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Paso Robles, State of California on 
July 1, 1997.

HERITAGE OAKS BANCORP


By:  /s/ LAWRENCE P. WARD
     -------------------------
     LAWRENCE P. WARD
     President and Chief Executive officer



By:  /s/ ROBERT E. BLOCH
     -------------------------
     ROBERT E. BLOCH
     Executive Vice President and Chief Financial officer

<PAGE>

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


                                                                  Dated:

/s/ B.R. BRYANT                  Chairman of the               July 2, 1997
------------------------         Board of
B.R. BRYANT                      Directors


                                 Vice chairman                 July  , 1997
------------------------         of the Board
DONALD H. CAMPBELL               of Directors
                             

/s/ ELIZABETH A. COUSINS   
------------------------         Director                      July 1, 1997
ELIZABETH A. COUSINS



------------------------         Director                      July  , 1997
DOLORES T. LACEY


/s/ MERLE F. MILLER
------------------------         Director                      July 2, 1997
MERLE F. MILLER


/s/ JOHN  PALLA
------------------------         Director                      July 2, 1997
JOHN  PALLA


/s/ J. RUSSELL ROY
------------------------         Director                      July 2, 1997
J. RUSSELL ROY


/s/ OLE K. VIBORG
------------------------         Director                      July 2, 1997
OLE K. VIBORG


/s/ LAWRENCE P. WARD
------------------------         Director                      July 1, 1997
LAWRENCE P. WARD

<PAGE>

                                    EXHIBIT INDEX


                                                                PAGE AT WHICH
                                                                EXHIBIT APPEARS
                                                                IN SEQUENTIALLY
EXHIBIT              DESCRIPTION                                NUMBERED COPY
-------              -----------                                -------------

4a           1997 Heritage Oaks Bancorp Stock Option Plan

4b           Form of stock option agreement

5            Opinion of Reitner & Stuart relating to the legality
             of securities being registered, and consent

23a          Consent of Vavrinek, Trine, Day & Co.

23b          Consent of Reitner & Stuart*


-------------------------------
*  Contained in the opinion filed as Exhibit 5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20727}]
{"company-data": {"conformed-name": "HERITAGE OAKS BANCORP", "cik": "0000921547", "assigned-sic": "6022", "irs-number": "953763629", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31105", "film-number": "97639475"}, "business-address": {"street1": "545 12TH ST", "city": "PASO ROBLES", "state": "CA", "zip": "93446", "phone": "8052395200"}, "mail-address": {"street2": "545 12TH ST", "city": "PASO ROBLES", "state": "CA", "zip": "93446"}}
As filed with the Securities and Exchange Commission on July 11, 1997
                                                 Registration No. 33-_________

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                           -------------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                           -------------------------------

                                HERITAGE OAKS BANCORP
                                ---------------------
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         CALIFORNIA                                      77-0388249
         ----------                                      ----------
    (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

545 12 TH STREET, PASO ROBLES, CA.                           93446
-----------------------------------                          -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

                     1997 HERITAGE OAKS BANCORP STOCK OPTION PLAN
                    ---------------------------------------------
                               (FULL TITLE OF THE PLAN)

                                   LAWRENCE P. WARD
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                HERITAGE OAKS BANCORP
                                   545 12TH STREET
                                PASO ROBLES, CA 93446
                                ---------------------
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (805) 239-5200
                                    --------------
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE

    -------------------------------------------------------------------------
                                     PROPOSED        PROPOSED
    TITLE OF                         MAXIMUM         MAXIMUM
    SECURITIES     AMOUNT            OFFERING        AGGREGATE   AMOUNT OF
    TO BE          TO BE             PRICE           OFFERING    REGISTRATION
    REGISTERED     REGISTERED (1)    PER SHARE (2)   PRICE (2)   FEE
    -------------------------------------------------------------------------

    Common Stock,  107,366  shares   $16.00          $1,717,856  $520.56
    no par value

--------------------------------------------------------------------------------

(1)   This Registration  Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares as may become
subject to options under the 1997 Plan as a result of the adjustment provisions
thereof.

(2)   Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (g).
PART I    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The document containing the information in Part I and the documents
incorporated by reference into this Registration Statement constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.  Pursuant to the notes to Form S-8, such documents need not be filed with
the Securities and Exchange Commission but must be given to participants in the
1997 Plan.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in this Registration
Statement:

    (a)  The Corporation's Annual Report on From 10-KSB for the year ended
         December 31, 1996;

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act since December 31, 1996; and

    (c)  The description of the Common Stock contained in the Corporation's
         Registration Statement on Form S-4, dated April 8, 1994, and any
         subsequent amendment updating such description.

    Additionally,  all documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and be part thereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         CALIFORNIA LEGISLATION

    The Corporation and its subsidiary, Heritage Oaks Bank (the "Bank") are
subject to the California General Corporation Law (the "CGCL"), which provides a
detailed statutory framework covering limitation of liability of directors in
certain instances and indemnification of any officer or other agent of a
corporation who is made or threatened to be made a party to any legal proceeding
by reason of his or her services on behalf of such corporation.

    With respect to limitation of liability, the CGCL permits a California
corporation to adopt a provision inn its articles of incorporation reducing or
eliminating the liability of a director to the corporation or its shareholders
for monetary damages for breach of the fiduciary duty of care, provided that
such liability does not arise from certain proscribed conduct (including
intentional misconduct and breach of duty of loyalty).  The CGCL in this regard
relates only to actions brought by shareholders on behalf of the corporation
(i.e., "derivative actions") and does not apply to claims brought by outside
parties.

    With respect to indemnification, the CGCL provides that to the extent any
officer, director or other agent of a corporation is successful "on the merits"
in defense of any legal proceeding to which such person is a party or is
threatened to be made a party by reason of his or her service on behalf of such
corporation or in defense of any claim, issue, or matter therein, such agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith, but does not require indemnification in any other
circumstance.  The CGCL also provides that a corporation may indemnify any agent
of the corporation, including officers and directors, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in a third party proceeding against such person by reason of his or her services
on behalf of the corporation, provided the person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of such
corporation.  The CGCL further provides that in derivative suites a corporation
may indemnify such a person against expenses incurred in such a proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its shareholders.
Indemnification is not available in derivative actions (i) for amounts paid or
expenses incurred in connection with a matter that is settled or otherwise
disposed of without court approval or (ii) with respect to matters for which the
agent shall have been adjudged to be liable to the corporation unless the court
shall determine that such person is entitled to indemnification.

    The CGCL permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on behalf
of the corporation upon the giving of a promise to repay any such sums in the
event it is later determined that such person is not entitled to be indemnified.
Finally, the CGCL provides that the indemnification provided by the statute is
not exclusive of other rights to which those seeking indemnification may be
entitled, by bylaw, agreement or otherwise, to the extent additional rights are
authorized in a corporation's articles of incorporation.  The law further
permits a corporation to procure insurance on behalf of its directors, officers
and agents against any liability incurred by any such individual, even if a
corporation would not otherwise have the power under applicable law to indemnify
the director, officer or agent for such expenses.

    The Articles of Incorporation and Bylaws of the Bank and the Corporation
implement the applicable statutory framework by limiting the personal liability
of directors for monetary damages for a breach of a director's fiduciary duty of
care and allowing the Bank and the Corporation to expand the scope of their
indemnification of directors, officers and other agents to fullest extent
permitted by California law.  The Articles of the Bank and the Corporation,
pursuant to the applicable provisions of the CGCL, also include a provision
allowing the Bank and the Corporation to include in their bylaws, and in
agreements between the Bank and the Corporation and their directors, officers
and other agents, provisions expanding the scope of indemnification beyond that
specifically provided under California law.

    The Bylaws of the Bank and the Corporation have been amended to provided
for mandatory indemnification in certain instances.

    INDEMNIFICATION AGREEMENTS

    The Bank and the Corporation have entered into indemnification agreement
with each of their directors and certain of their respective officers
("Indemnification Agreements").

    In general, the Indemnification Agreements have a number of principal
effects.  First, the Indemnification Agreements establish the presumption that
the indemnitee has met the applicable standard of conduct required for
indemnification. Second, the Indemnification Agreements provide that, in
connection with any proceeding other than a proceeding brought by the
Corporation or the Bank directly in its own right, litigation expenses SHALL be
advanced to an indemnitee upon request and receipt of an undertaking to repay
the amount advanced if it is ultimately determined that the indemnitee is not
entitled to indemnification for the expenses. Third, the Indemnification
Agreements explicitly provide that in any threatened, pending or completed
action brought by or in the right of the Corporation or the Bank, the indemnitee
will be entitled to indemnification for expenses and against amounts paid in
settling or otherwise disposing of such an action, to the fullest extent
permitted by law, where the indemnified party meets the applicable standard of
conduct.  Fourth, in the event that the Corporation or the Bank does not pay a
request for indemnification, the Indemnification Agreements allow the indemnitee
to contest the nonpayment by petitioning a court to make an independent
determination of whether the indemnitee is entitled to indemnification under the
Indemnification Agreement.   Fifth, the Indemnification Agreements explicitly
provide for partial indemnification of costs and expenses in the event that an
indemnitee is not entitled to full indemnification under the terms of the
Indemnification Agreements.  Sixth, the Indemnification Agreements automatically
incorporate future changes in the law that increase the protection available to
the indemnitee.  Finally, the Indemnification Agreements explicitly provide that
actions by an indemnitee serving at the request of the Corporation or the Bank
as a director, officer or agent of another corporation, partnership, joint
venture or other enterprise, shall be covered by the indemnification.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

    The Corporation  presently maintains a policy of directors' and officers'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    4a        1997 Heritage Oaks Bancorp Stock Option Plan

    4b        Form of stock option agreement

    5         Opinion of Reitner & Stuart relating to the legality of
              securities being registered, and consent

    23a       Consent of Vavrinek, Trine, Day & Co.

    23b       Consent of Reitner & Stuart is contained in the opinion filed as
              Exhibit 5

ITEM 9. UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement:

         (i)  To include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

    (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the termination
    of the offering.

    (4)  If the registrant is a foreign private issuer, to file a
    post-effective amendment to the registration statement to include any
    financial statements required by Section 210.3-19 of this chapter at the
    start of any delayed offering or throughout a continuous offering.
    Financial statements and information otherwise required by Section 10(a)(3)
    of the Act need not be furnished, PROVIDED that the registrant includes in
    the prospectus to this paragraph (a)(4) and other information necessary to
    ensure that all other information in the prospectus is at least as current
    as the date of those financial statements.  Notwithstanding the foregoing,
    with respect to registration statements on Form F-3, a post-effective
    amendment need not be filed to include financial statements and information
    required by Section 10(a)(3) of the Act or Section 210.3-19 of this chapter
    if such financial statements and information are contained in periodic
    reports file with or furnished to the Commission by the registrant pursuant
    to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
    are incorporated by reference in the Form F-3.

    The undersigned registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the registrant's annual report pursuant to section 13(a) or section 15(d)
    of the Securities Exchange Act of 1934 (and, where applicable), each filing
    of an employee benefit plan's annual report pursuant to section 15(d) of
    the Securities Exchange Act of 1934) that is incorporated by reference in
    the registration statement shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
    of 1933 may be permitted to directors, officers and controlling persons of
    the registrant pursuant to the foregoing provisions, or otherwise, the
    registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable.  In the event that a
    claim for indemnification against such liabilities (other than the payment
    by the registrant of expenses incurred or paid by a director, officer or
    controlling person of the registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
    registered, the registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the
    final adjudication of such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
Corporation certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Paso Robles, State of California on 
July 1, 1997.

HERITAGE OAKS BANCORP

By:  /s/ LAWRENCE P. WARD
     -------------------------
     LAWRENCE P. WARD
     President and Chief Executive officer

By:  /s/ ROBERT E. BLOCH
     -------------------------
     ROBERT E. BLOCH
     Executive Vice President and Chief Financial officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                                                  Dated:

/s/ B.R. BRYANT                  Chairman of the               July 2, 1997
------------------------         Board of
B.R. BRYANT                      Directors

                                 Vice chairman                 July  , 1997
------------------------         of the Board
DONALD H. CAMPBELL               of Directors
                             

/s/ ELIZABETH A. COUSINS   
------------------------         Director                      July 1, 1997
ELIZABETH A. COUSINS

------------------------         Director                      July  , 1997
DOLORES T. LACEY

/s/ MERLE F. MILLER
------------------------         Director                      July 2, 1997
MERLE F. MILLER

/s/ JOHN  PALLA
------------------------         Director                      July 2, 1997
JOHN  PALLA

/s/ J. RUSSELL ROY
------------------------         Director                      July 2, 1997
J. RUSSELL ROY

/s/ OLE K. VIBORG
------------------------         Director                      July 2, 1997
OLE K. VIBORG

/s/ LAWRENCE P. WARD
------------------------         Director                      July 1, 1997
LAWRENCE P. WARD
EXHIBIT INDEX

                                                                PAGE AT WHICH
                                                                EXHIBIT APPEARS
                                                                IN SEQUENTIALLY
EXHIBIT              DESCRIPTION                                NUMBERED COPY
-------              -----------                                -------------

4a           1997 Heritage Oaks Bancorp Stock Option Plan

4b           Form of stock option agreement

5            Opinion of Reitner & Stuart relating to the legality
             of securities being registered, and consent

23a          Consent of Vavrinek, Trine, Day & Co.

23b          Consent of Reitner & Stuart*

-------------------------------
*  Contained in the opinion filed as Exhibit 5