As filed with the Securities and Exchange
                         Commission on
                         June 3, 1996.

               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

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

                  SANTA BARBARA BANCORP
(Exact name of Registrant as specified in its charter)

                            California
(State or other jurisdiction of incorporation or organization)

                            95-3673456
              (IRS Employer Identification Number)

                   1021 Anacapa Street
                Santa Barbara, California 93101
                    (805) 564-6300
       (Address of Principal Executive Offices)


SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN
              (Full titles of the Plan)

                        Jay D. Smith, Esq.
                        1021 Anacapa Street
                   Santa Barbara, California 93101
                        (805) 564-6300
(Name, address, including zip code, and telephone number,
       including area code, of agent for service)

                          Copy to:

                      Bruce W. McRoy, Esq.
                      Schramm & Raddue

                   15 West Carrillo Street
                 Santa Barbara, California 93102
                       (805) 963-2044


CALCULATION OF REGISTRATION FEE
Title of each     Amount      Maximum   Proposed    Proposed
class securities  to be       offering  maximum     Amount of
to be registered  registered  price     aggregate   registration
                              per unit  offering    fee
                                        price
Common Stock     150,000    $25.125(1)  $3,768,750(1) $1,299.57

(1)Estimated solely for the purpose of computing the
registration fee. Computed in accordance with Rule 457(h),
based on the average of the high and low prices reported in
the consolidated reporting system for Santa Barbara Bancorp
Common Stock as of May 24, 1996.

     Pursuant to Rule 429, the Reoffer Prospectus contained
herein relates to the Registration Statements filed by
Registrant on April 20, 1983 (File No. 2-83293), on May 7,
1986 (File No. 33-5493), on October 28, 1991 (File No. 33-
43560) and on June 22, 1992 (File No. 33-48724).


Reoffer
Prospectus
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933.

                 SANTA BARBARA BANCORP
                   COMMON STOCK
                (without par value)

       Offered as set forth in this document
            pursuant to the

      SANTA BARBARA BANK & TRUST
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

SANTA BARBARA BANCORP DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN

   and

SANTA BARBARA BANCORP STOCK OPTION PLAN


This Prospectus covers (a) distributions, offers and/or
sales of Common Stock of Santa Barbara Bancorp (the
"Company") from the Santa Barbara Bank & Trust Employee
Stock Ownership Plan and Trust ("ESOP"), the Santa Barbara
Bancorp Stock Option Plan, the Santa Barbara Bancorp
Directors Stock Option Plan, the Santa Barbara Bancorp 1996

Directors Stock Option Plan, and the Santa Barbara Bancorp
Restricted Stock Option Plan to participants in such Plans
(the plans are collectively referred to as the "Plans"),
one or more of which Plans may be deemed to be "affiliates"
of the Company ; and (b) resales of Common Stock, if any,
distributed under the Plans by persons who may be deemed
"affiliates" of the Company.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.



The date of this document is May 22, 1996.


STATEMENT OF AVAILABLE INFORMATION


     The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith the Company
files reports and other information with the Securities and
Exchange Commission (the "Commission").  Reports, proxy
statements and other information filed by the Company may
be inspected, and copies of such material may be obtained
at prescribed rates, at the public reference facilities
maintained by the Commission in Washington, D.C., and at
its New York, Chicago and Los Angeles regional offices.
The addresses of these facilities are as follows:

Securities and Exchange Commission
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

New York Regional Office
Federal Plaza
New York, N.Y. 10007

Chicago Regional Office
Everett McKinley Dirkson Bldg.
219 South Dearborn Street
Room 204
Chicago, Illinois 60604

Los Angeles Regional Office 26
5757 Wilshire Boulevard
Room 1204
Los Angeles, California 90036

     The Company will distribute to its shareholders and to
all participants under the Plans (a) annual reports
containing financial statements which have been certified
by its independent certified public accountants, (b) any
quarterly reports that may be distributed to shareholders
generally, containing unaudited financial information for
the first three quarters of each fiscal year, and (c)

copies of all other reports, proxy statements and other
communications distributed to shareholders generally.

     This Prospectus does not contain all information set
forth in the Registration Statement and Exhibits thereto
which the Company has filed with the Commission.  Any
statements contained herein concerning the provisions of
any document filed as an Exhibit to the Registration
Statement are not necessarily complete, and in each
instance, reference is made to the copy of such document
filed as an Exhibit to the Registration Statement or
otherwise filed with the Commission.  Each such statement
is qualified in its entirety by such reference.

     No person has been authorized to give any information
or to make any representations, other than those contained
in this Prospectus, in connection with the offer contained
herein, and if given or made, such information or
representations must not be relied upon as having been
authorized by the Company.  This Prospectus does not
constitute an offer to sell, or a solicitation of any offer
to buy, the securities covered by this Prospectus in any
State or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this
Prospectus nor any sale hereunder under any circumstances
shall create an implication that there has been no change
of the facts set forth in this Prospectus since the date
hereof.

     The Company will provide without charge to each person
to whom a Prospectus is delivered, upon oral or written
request of such person, a copy of any and all of the
information incorporated by reference in the Registration
Statement (not including exhibits to the information that
is incorporated by reference, unless such exhibits are
specifically incorporated by reference into the information
that the Registration Statement incorporates).  (See
"Incorporation of Certain Documents" for a description of
these documents.)  Requests for such information or for
additional information about the Company or any of the
Plans should be directed to:

                       Clare McGivney
               Assistant Corporate Secretary
                  Santa Barbara Bancorp
                  1021 Anacapa Street
             Santa Barbara, California 93101
                   (805) 564-6300

TABLE OF CONTENTS
Title                                 Page No.

THE COMPANY                              1
SELLING SECURITY HOLDERS                 1
INCORPORATION OF CERTAIN DOCUMENTS       2
MANNER OF DISTRIBUTION                   2
CAPITAL STOCK OF THE COMPANY             3
EXPERTS                                  4
INDEMNIFICATION                          4
APPENDIX A                             A-1
APPENDIX B                             B-1

THE COMPANY


     Santa Barbara Bancorp (the "Company") is a bank
holding company organized under the Bank Holding Act of
1957, as amended.  It was incorporated under the laws of
the State of California on December 7, 1981.  The Company
owns all of the outstanding shares of the capital stock of
Santa Barbara Bank & Trust (the "Bank").  As a bank holding
company, the Company is subject to the supervision and
regulation of the Board of Governors of the Federal Reserve
System.

     The Bank is a wholly owned, operating subsidiary of
the Company.  It was incorporated under the laws of the
State of California on April 13, 1979, and was licensed by
the California State Banking Department and commenced
operation as a California state-chartered bank in 1979.
Prior to 1979, the Bank operated as Santa Barbara National
Bank, which commenced operations in 1960.  The Bank is
subject to regulation by the California Superintendent of
Banks and by the Federal Reserve Bank.

     SBBT Service Corporation is a wholly owned subsidiary
of the Company ("Service Corporation").  It was
incorporated under the laws of the State of California in
July 1988.  It is engaged in the business of providing
interbank courier services and management consulting
services to unaffiliated financial institutions throughout
the Counties of Santa Barbara, San Luis Obispo and Ventura,
California.

     The principal executive offices of the Company are
located at 1021 Anacapa Street, Santa Barbara, California
93101, telephone number (805) 564-6300.


SELLING SECURITY HOLDERS

     This Prospectus covers distributions of Common Stock
of the Company from the Plans to participants under the
Plans (which may involve offers and/or sales of such Common
Stock to participants).  Distributions will not be made at
the present time, but will occur in accordance with and at
the times established under the Plans.

     This Prospectus also covers the resale by persons who
may be deemed "affiliates" of the Company (as that term is
defined in Rule 405 under the Securities Act of 1933) of
shares of Common Stock that were acquired through
distributions from the Plans and the exercise of options
granted under the Plans.  No such resales are being offered
at the present time.

     Appendix A sets forth the names of those participants
in the ESOP who may be deemed affiliates of the Company, as
well as certain other information regarding the ESOP, all
as of the date of the Appendix.  Such "affiliated"
participants may engage in resales of distributed Common
Stock covered by this Prospectus at some future date,
although no such resales are currently planned by these
participants.  Appendix B lists those affiliates of the
Company who propose, as of the date of the Appendix, to
resell shares of Common Stock acquired under the Plans
pursuant to this Prospectus.  The Company will update

Appendix A and Appendix B from time to time to identify
those affiliates of the Company who hereafter propose to
resell shares of Common Stock acquired under the Plans
pursuant to this Prospectus.

     It is not possible to predict when distributions from
the Plans will be made or when resales by affiliates of
distributed Common Stock may be offered, the method of
disposition of the Common Stock, the price at which
distributed Common Stock may be offered or the use to which
the proceeds of any resales may be put.  This Prospectus
and the relevant Appendices will be amended from time to
time to include the names and related security holding
information of affiliates offering shares for resale
pursuant to this Prospectus.


INCORPORATION OF CERTAIN DOCUMENTS

     By this reference, the following documents filed by
the Company with the Commission are incorporated into and
made a part of this Prospectus:

     1.     The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, filed pursuant to
Section 13(a) of the Exchange Act (which includes the
financial statements of the Company for such year and the
report thereon of the Company's independent public
accountants);

     2.  The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1996, filed pursuant to
Section 13(a) of the Exchange Act; and

     3.  The description of Common Stock contained in
Registrant's Registration Statement on Form 8-A
(Registration No. 0-11113) filed under the Exchange Act,
including any amendment or report subsequently filed by
Registrant for the purpose of updating that description.

     All documents filed with the Commission by the Company
and by each Plan subsequent to the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (prior to the filing of a post-effective
amendment which indicates that all securities offered have
been distributed or sold or which deregisters all
securities then remaining not distributed or unsold) shall
be deemed to be incorporated into and made a part of this
Prospectus from the date of filing of such documents with
the Commission.

MANNER OF DISTRIBUTION

     The shares of Common Stock offered hereby (whether
sales by affiliates or distributions to participants from
one or more of the Plans) may be sold and distributed on
any securities exchange on which the shares may then be
traded or in the over-the-counter market (at prices and at
terms then prevailing) or in negotiated transactions or
otherwise, which transactions may include purchase of some
or all of the shares by broker-dealers or principals, for
resale pursuant to this Prospectus.


CAPITAL STOCK OF THE COMPANY

     The authorized capital of the Company consists of
20,000,000 shares of Common Stock.  The holders of the
Company's Common Stock outstanding from time to time are
entitled to receive, out of assets legally available
therefor, dividends at such time and in such amounts as the
Board of Directors may determine.  Upon liquidation,
dissolution or winding-up of the Company, the assets of the
Company legally available for distribution to shareholders
will be distributed ratably among the holders of the
outstanding Common Stock.  Holders of Common Stock have no
conversion or preemptive rights.  Shareholders have no
liability for further calls upon shares, and all the shares
of Common Stock outstanding are fully paid and
nonassessable.

     Each shareholder is entitled to one vote for each
share of the Company's Common Stock held by such
shareholder.  When electing Directors of the Company, each
shareholder has the right to vote cumulatively in
accordance with requirements set forth in the Company's
Bylaws and by statute.

     The Company's Articles of Incorporation contain a
provision of a type commonly known as a "fair price"
provision.  In general the Articles require the approval by
holders of 66.67% of the outstanding voting shares (as
defined in the Articles) of the Company as a condition for
mergers, certain other business combinations and similar
transactions involving the Company ("Business
Combinations") and any holder of 10% or more of the
outstanding voting shares of the Company (a "Ten Percent
Shareholder") unless either (a) the transaction is approved
by a majority of the "Disinterested Directors" [namely,
members of the Board who are neither affiliated with the
Ten Percent Shareholder nor nominated, elected or appointed
to the Board by such Shareholder] or (b) certain minimum
price, form of consideration and procedural requirements
are met.  The Articles also require the approval by the
holders of 66.67% of the outstanding voting shares of the
Company to amend or repeal, or adopt provisions
inconsistent with the "fair price" provisions at any time
in the future.

     These "fair price" provisions are intended to provide
a measure of assurance that all shareholders of the Company
will be treated similarly in the event of certain Business
Combinations involving a Ten Percent Shareholder.  The
overall effect of these proposals may be to render more
difficult the accomplishment of mergers or certain other
Business Combinations or the assumption of control by a
substantial shareholder without the prior approval of the
Board, and thus to make more difficult the removal of
management.  The "fair price" provisions in the Articles
are designed to protect minority shareholders from a
purchaser using two-tier pricing and similar tactics in an
attempt to take over the Company.  The provisions are not
designed to prevent or discourage tender offers for all of
the Company's Common Stock or Business Combinations
approved by a majority of the Disinterested Directors.
They generally should not prevent a tender offer or other

Business Combination in which each shareholder receives
substantially the same price for his or her shares as each
other shareholder or which the Board of Directors has
approved.  Except for these restrictions on certain
Business Combinations, the Articles do not prevent a holder
of a controlling interest from increasing his or her share
ownership interest.


EXPERTS

     The financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur
Andersen & Co., independent public accountants, as
indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said
reports.


INDEMNIFICATION

     Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to
the General Corporation Law of the State of California and
under the Company's Bylaws, Articles of Incorporation or
otherwise, the Company has been informed that in the
opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.

     Section 317 of the California Corporation Code
provides broad authority for a court to award, or for a
corporation's Board of Directors to grant, indemnification
to directors and officers for liabilities incurred in
connection with their activities in such capacities
(including reimbursement for expenses incurred).

     Pursuant to Article VI of its Bylaws, the Company is
authorized to indemnify its directors, officers and any
other persons acting as agents of the Company to the
maximum extent permitted under California law.  Pursuant to
authorization contained in said Article VI of the Bylaws,
the Company has obtained and continues to carry a policy of
officers and directors liability and corporate
reimbursement insurance in connection with such
indemnification.



APPENDIX A
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996

1.     ESOP DISTRIBUTIONS OF STOCK

     A distribution of Common Stock of the Company is being
or will be made in the amounts and to the individuals named
below, as a result of termination of these individuals as
participants in the Company's Employee Stock Ownership Plan
("ESOP").


Participant Name                               Number of
Shares







Because the ESOP may be deemed an "affiliate" of the
Company, these distributions of stock may be considered a
sale of the distributed stock by the ESOP.

     A.     Members of the ESOP Committee

          The names and addresses of the Advisory Committee
of the ESOP, as of the date of this Appendix, are as
follows:

Donald M. Anderson
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

David W. Spainhour
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

John J. McGrath
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Kent Vining
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Jay D. Smith
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Paulette Posch
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

William S. Thomas, Jr.
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

2.     AFFILIATE STATUS OF ESOP

     As of the date of this Appendix, and prior to the
distribution of stock from the ESOP, as described in
Paragraph 1, above, the ESOP owned 546,758 shares of Common
Stock of the Company, or 10.67% of the issued and
outstanding Common Stock.  After the distribution the ESOP
will own              shares, or
    %.  The Trustee of the ESOP is Santa Barbara Bank &
Trust, a subsidiary of the Company.  Further, each of the
members of the Board of Directors of the Trustee, as well
as each of the members of the Advisory Committee of the
ESOP, is either a director, officer or employee of the
Company.  As a result, the Trustee may be deemed to be
controlled by the Company.

                                        Share Ownership in
Name                   Position            ESOP(1)    Other
ESOP                                               546,758 (2)
Donald M. Anderson     Director
                       and Chairman        35,006      183,737

Edward E. Birch        Director            12,405        5,188

Frank H. Barranco      Director             3,750        8,360

Richard M. Davis       Director             3,000        7,050

Anthony Guntermann     Director            13,146       18,468

Dale E. Hanst          Director            18,273       19,574

Harry B. Powell        Director             5,000        4,967

David W. Spainhour     Director            36,353      122,238

John McGrath           Senior Vice
                       President           29,454       17,539

Jay Donald Smith       Senior Vice
                       President           31,800       30,830

Kent Vining            Senior Vice
                       President           30,962          16

William S. Thomas, Jr. Senior Vice
                       President            2,000       4,727

Paulette Posch         Vice President       5,544       3,923

(1) Includes shares allocated under the ESOP to the
accounts of the individuals listed above and shares that
may be acquired through the exercise of stock options
granted under the Plans that are currently exercisable or
will be exercisable at any time during the sixty (60)-day
period following the date of this Appendix.

(2)  Includes all shares held in the ESOP, including shares
allocated under the ESOP to the accounts of one or more of
the individuals listed above (and thus such shares are
included in the table more than once).

APPENDIX B
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996.


1.     RESALE BY AFFILIATES

     Set forth below are the names of the persons who are
affiliates of the Company and who propose to resell shares
of Common Stock of the Company pursuant to this Reoffer
Prospectus and the number of shares of Common Stock
proposed to be resold.

     Name                                   Number of
Shares







     This Reoffer Prospectus relates only to shares of
Common Stock acquired by the foregoing persons through
distributions from the Plans or upon exercise of stock
options granted under the Plans.

CROSS-REFERENCE SHEET

Cross-Reference Sheet Showing Location in Prospectus of
Information Required by Items of Form S-8*


Item Number and Caption in Form S-8     Caption in Prospectus

1.     Plan Information

2.     Registrant Information and
       Employee Plan Annual Information

3.     Incorporation of Documents by Reference

4.     Description of Securities


5.     Interests of Named Experts and Counsel

6.     Indemnification of Directors and Officers

7.     Exemption from Registration Claimed

8.     Exhibits

9.     Undertakings


 *Pursuant to Rule 428 and the Note to Part I of Form S-8
the Prospectus to be used in connection with the offer and
sale of the securities covered by this Registration
Statement is not being filed with this Registration
Statement.


EXPLANATORY NOTE

     This Registration Statement covers the registration of
up to 150,000 shares of Common Stock issuable upon exercise
of stock options granted under the Company's 1996 Directors
Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual
Information*

 *The Part I information required to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 promulgated under the
Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

     (1)     Registrant's Annual Report on Form 10-K for
its fiscal year ended December 31, 1995 (Commission file
number 0-11113), which Report incorporates by reference
certain information contained in Registrant's definitive
proxy statement (the "1996 Proxy Statement") for
Registrant's April 23, 1996 annual meeting of shareholders;

     (2)     Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, 1996; and

     (3)     The description of Registrant's Common Stock
contained in Registrant's Registration Statement on Form 8-
A (Registration No. 0-11113) under the Securities Exchange

Act of 1934, including any amendment or report subsequently
filed by Registrant for the purpose of updating that
description.

     In addition, all documents subsequently filed by
Registrant 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 to this Registration
Statement which indicates that all securities offered under
this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing
of such documents.

Item 4.     Description of Securities

     Not applicable.

Item 5.     Interests of Named Experts and Counsel

     Counsel for Registrant, Schramm & Raddue, has rendered
an opinion to the effect that Registrant's shares of Common
Stock covered by the Registration Statement will be duly
and validly issued, fully paid and non-assessable upon
issuance.

     Dale E. Hanst, a director of Registrant, is a partner
in the firm of Schramm & Raddue.  Mr. Hanst owns 19,574
shares of Registrant's Common Stock and holds options to
purchase approximately 16,831 shares of Registrant's Common
Stock.  Certain other attorneys of Schramm & Raddue own an
aggregate of approximately 14,524 shares of Registrant's
Common Stock.  In addition, certain attorneys of Schramm &
Raddue serve as fiduciaries for various trust accounts.
These trust accounts own an aggregate of approximately
10,139 shares of Registrant's Common Stock, as to which
shares the attorneys serving as fiduciaries disclaim
beneficial ownership.

Item 6.     Indemnification of Directors and Officers

     The Board of Directors of Registrant has resolved to
indemnify the officers and directors of Registrant to the
full extent permitted by Section 317 of the California
General Corporation Law, and Article VI of Registrant's
Bylaws provides for indemnification of officers and
directors to the same extent.  Section 317 of the
California General Corporation Law makes provision for the
indemnification of officers and directors under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of
1933.  On January 27, 1988, Registrant's Board of Directors
approved amendments to Registrant's Articles of
Incorporation providing for the indemnification of
directors and officers of the Company to the fullest extent
permitted under California law.  These amendments limit the
personal monetary liability of directors in performing
their duties on behalf of Registrant, to the extent
permitted by the California General Corporation Law, and
permit Registrant to indemnify its directors and officers
against certain liabilities and expenses, to the extent
permitted by the California General Corporation Law.  These

amendments and the entering into of indemnification
agreements were approved by Registrant's stockholders at
the annual stockholders' meeting held on March 30, 1988.
In addition, Registrant maintains a directors' and
officers' liability insurance policy that insures its
directors and officers against certain liabilities,
including certain liabilities under the Securities Act of
1933.

Item 7.     Exception from Registration Claimed

     Not applicable.

Item 8.     Exhibits

     The following Exhibits are filed as a part of this
Registration Statement:

     4.1     The Santa Barbara Bancorp 1996 Directors Stock
Option Plan

        4.1.1     Form of Directors Stock Option Agreement

        4.1.2     Form of Directors "Reload" Option
Agreement

     5.1     Opinion of Schramm & Raddue

     24.1     Consent of Arthur Andersen, LLP

     24.2     Consent of Schramm & Raddue (included in
Opinion of
              Schramm & Raddue filed as Exhibit 5.1 herein)

Item 9.     Undertakings

     (A)     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 this
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 this Registration Statement;

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

Provided however, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed by Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934

that are incorporated by reference in this 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.

     (B)     The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of 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 this
Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
herein, and the offering of such securities at that time
shall be deemed to be in the initial bona- fide offering
thereof.

     (C)     (1)     The undersigned Registrant hereby
undertakes to deliver or cause to be delivered with the
Prospectus to each person to whom the Prospectus is sent or
given a copy of Registrant's annual report to stockholders
for its last fiscal year, unless such employee otherwise
has received a copy of such report, in which case
Registrant shall state in the Prospectus that it will
promptly furnish, without charge, a copy of such report on
written request of the employee.  If the last fiscal year
of Registrant has ended within 120 days prior to the use of
the Prospectus, the annual report of Registrant for the
preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year
will be furnished to each such employee.

          (2)     The undersigned Registrant hereby
undertakes to transmit or cause to be transmitted to all
employees participating in the Plan who do not otherwise
receive such material as stockholders of Registrant, at the
time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders
generally.

     (D)     The undersigned Registrant and plan hereby
undertake to transmit or cause to be transmitted promptly,
without charge, to any participant in the plan who makes a
written request, a copy of the then latest annual report of
the plan filed pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Form 11-K).  If such report is filed
separately on Form 11-K, such form shall be delivered upon
written request.  If such report is filed as part of the
Registrant's annual report on Form 10-K, that entire report

(excluding exhibits) shall be delivered upon written
request.  If such report is filed as a part of the
Registrant's annual report to stockholders delivered
pursuant to paragraph (1) or (2) of this undertaking,
additional delivery shall not be required.

     (E)     Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or
otherwise, 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 Registrant of expenses incurred
or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suite
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, 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.

POWER OF ATTORNEY

     Each director and/or officer of the Registrant whose
signature appears below hereby appoints David W. Spainhour,
William  S. Thomas, Jr., Jay D. Smith, and Donald Lafler,
and each of them severally, as his attorney-in-fact to sign
in his name and behalf, in any and all capacities stated
below, and to file with the Commission any and all
amendments, including post-effective amendments, to this
Registration Statement, and the Registrant hereby also
appoints each such person as his attorney-in-fact with like
authority to sign and file any such amendments in his name
and behalf.

SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933 the Registrant 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, there unto duly authorized, in the City of
Santa Barbara, State of California, on May 22, 1996.

             SANTA BARBARA BANCORP


              By   /s/ David W. Spainhour
                   David W. Spainhour
                   President/Chief Executive 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:


Signature                   Title                 Date
/s/ Donald M. Anderson
    Donald M. Anderson      Chairman of the
                            Board and Director    May 22, 1996

/s/ David W. Spainhour
    David W. Spainhour      President,
                            Chief Executive
                            Officer and Director  May 22, 1996

/s/ William S. Thomas, Jr.
    William S. Thomas, Jr.  Vice Chairman,
                            Chief Operating
                            Officer and Director   May 22, 1996

/s/ Donald Lafler
    Donald Lafler           Senior Vice President and
                            Chief Financial Officer
                    (Principal Financial Officer)   May 22, 1996

/s/ Edwin Stonefelt
    Edwin Stonefelt         Vice President
                     (Principal Accounting Officer) May 22, 1996

/s/ Franco Barranco, M.D.
    Franco Barranco, M.D.   Director                May 22, 1996

/s/ Edward E. Birch
    Edward E. Birch         Director                May 22, 1996

/s/ Richard M. Davis
    Richard M. Davis        Director                May 22, 1996

/s/ Anthony Gunterman
    Anthony Gunterman       Director                May 22, 1996

/s/ Dale E. Hanst
    Dale E. Hanst           Director                May 22, 1996

/s/ Harry B. Powell
    Harry B. Powell         Director                May 22, 1996



EXHIBIT INDEX

Exhibit Number    Description of Item
Sequential Page
    4.1           The Santa Barbara Bancorp
                  1996 Directors Stock Option
                  Plan


     4.1.1        Form of Directors Stock Option
                  Agreement

     4.1.2        Form of Directors "Reload" Option
                  Agreement

    5.1           Opinion of Schramm & Raddue

   24.1           Consent of Arthur Andersen, LLP

   24.2           Consent of Schramm & Raddue (included in
                  Opinion of Schramm & Raddue filed as
                  Exhibit 5.1 herein)













SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN

Exhibit 4.1
SANTA BARBARA BANCORP

1996 DIRECTORS STOCK OPTION PLAN


1.     PURPOSES OF THE PLAN

     The purposes of this 1996 Directors Stock Option Plan
are to attract, motivate and retain the best available
Directors for the Company and each of the Company Parent
and Subsidiaries and to provide them with additional
incentive to promote the success of the Company's business.

2.     DEFINITIONS

     As used herein, the following definitions shall apply:

     2.1      "Board of Directors" shall mean the Board of
Directors of the Company.

     2.2      "Code" shall mean the Internal Revenue Code
of 1986, as amended.

     2.3      "Commission" shall mean the Securities and
Exchange Commission.

     2.4      "Common Stock" shall mean the Common Stock of
the Company.

     2.5      "Company" shall mean Santa Barbara Bancorp, a
California corporation.

     2.6      "Disability" shall mean total and permanent
disability as defined in Section 22(e)(3) of the Code.

     2.7      "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

     2.8      "Fair Market Value" shall mean, as of any
date, the value of the Common Stock determined as follows.

          2.8.1      If the Common Stock is listed on an
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of
the National Association of Securities Dealers, Inc.

Automated Quotation ("NASDAQ") System, the Fair Market
Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the date of
determination.

          2.8.2      If the Common Stock is quoted on the
NASDAQ System (but not on the Nasdaq National Market
thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market
Value of a share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on
the last market trading day prior to the date of
determination.
     2.9      "Option" shall mean a stock option granted
pursuant to the Plan and shall include Reload Options.  All
Options granted hereunder shall be "nonstatutory stock
options" and each such Option shall be evidenced by a
written Stock Option Agreement.

     2.10      "Optioned Stock" shall mean the Common Stock
subject to an Option.

     2.11      "Optionee" shall mean a Director who
receives an Option.

     2.12      "Parent" shall mean a "parent corporation,"
whether now or hereafter existing, as defined in Section
424(e) of the Code.

     2.13      "Plan" shall mean this 1996 Directors Stock
Option Plan.

     2.14      "Rule 16b-3" shall mean Rule 16b-3
promulgated under the Exchange Act or any successor to Rule
16b-3 in effect at the time in question.

     2.15      "Section 16(b)" shall mean Section 16(b) of
the Exchange Act.

     2.16      "Subsidiary" shall mean a "subsidiary
corporation," whether now or hereafter existing, as defined
as Section 424(f) of the Code.

3.     STOCK SUBJECT TO THE PLAN

     3.1      Original Reserve.  Subject to the provisions
of Section 14 and Section 15 of the Plan, the maximum
aggregate number of shares which are reserved for issuance
upon exercise of Options granted under the Plan is One
Hundred Fifty Thousand (150,000) shares of Common Stock.

     3.2      Adjustments In Reserve.  In the event that
any outstanding Option granted under the Plan expires or is
terminated without exercise, or with only partial exercise,
prior to the end of the period during which Options may be
granted under the Plan, the shares allocable to the
unexercised portion of such Option shall be added back into
the Reserve and may again be subject to Option under the
Plan.

4.      ELIGIBILITY

     Options may be granted only to Directors of the
Company, or any Parent or Subsidiary, who are not otherwise
employed by the Company or any Parent or Subsidiary.  In
addition, notwithstanding any other provision contained in
this Plan, no Director shall be eligible to participate in
the Plan if such individual owns stock and securities
possessing more than ten percent (10%) of the total
combined voting power or value of all classes of stock of
the Company or any Parent or Subsidiary.  Notwithstanding
anything in this Plan to the contrary, no person shall be
entitled to the grant of more than one Option during or
with respect to any year by reason of such person acting as
a Director of more than one of the Company, the Parent or a
Subsidiary.  No person shall be eligible to receive the
grant of an Option under this Plan as of July 1 of any year
unless he or she is a Director of the Company or such
Parent or Subsidiary on such date.

5.     FORMULA FOR GRANT OF OPTIONS

     Options shall be granted under this Plan in accordance
with the following schedule.

     5.1      Grants to All Participants; Number of Shares
and Timing.  Each eligible Director of the Company shall
receive a grant of an Option for One Thousand Five Hundred
(1,500) shares of the Common Stock of the Company on July
1, 1996, and on July 1 of each year thereafter during the
term of the Plan for so long as there shall remain shares
available in the Reserve established pursuant to Section 3,
above.  Notwithstanding the foregoing, no Options shall be
granted under this Plan prior to the approval of this Plan
by the shareholders of the Company.  In the event that
there shall at any time be an insufficient number of shares
remaining available in the Reserve to award and grant to
each of the Directors an Option covering the full number of
shares then to be awarded, then and in such event each
Director shall receive an Option covering a pro rata number
of shares, calculated on the basis of the number of
Directors then eligible to participate in the award.
Nothing in this Plan or any Stock Option Agreement shall
obligate the Company to increase the number of shares in
the Reserve so that the Company may grant Options to
eligible Directors throughout the entire term of this Plan
or to grant Options or other rights to any Director after
Options covering the total number of shares in the Reserve
have been granted or after the expiration of the term of
the Plan.

     5.2      Adjustment in Number of Option Shares.  The
number of shares covered by the Options to be awarded to
each Director pursuant to Section 5.1, above, shall be
adjusted in accordance with the provisions of Sections 14
and 15, below.

     5.3      Nondiscretionary Plan.  No discretion
concerning any decisions regarding the Plan shall be
afforded to any person who is not a "disinterested person,"
as that term is defined under Rule 16b-3.

     5.4      Single Annual Option.  The Company shall be
obligated to grant to each eligible Director under Section
5.1, above, only one (1) Option during or with respect to
any year.  Notwithstanding anything in this Plan to the
contrary, no person shall be entitled to the grant of more
than one Option during or with respect to any year by
reason of such person acting as a Director of more than one
of the Company, the Parent or a Subsidiary.

6.     TERM OF PLAN

     This Plan has been adopted by the Board of Directors
as of February 27, 1996.  The term of the Plan shall begin
as of February 27, 1996, and shall continue until December
31, 2005, unless terminated sooner in accordance with the
provisions of the Plan.

7.     TERM OF OPTION
     Subject to the provisions of Section 9, below, the
term of each Option shall be five (5) years from the date
of grant thereof.  Each Option granted under this Plan
shall be deemed granted as of July 1 of the year of grant,
regardless of the date on which the Stock Option Agreement
is delivered to or received by the Optionee.

8.     EXERCISE PRICE AND CONSIDERATION

     8.1      Exercise Price.  The exercise price per share
for the shares to be issued upon exercise of an Option
shall be 100% of the Fair Market Value per share of Common
Stock on the date of grant of the Option.

     8.2      Consideration.  The consideration to be paid
for the shares to be issued upon exercise of an Option
shall consist entirely of cash, cashier's or bank certified
check, or other shares of Common Stock having a Fair Market
Value on the date of exercise of the Option equal to the
exercise price for the shares as to which the Option is
being exercised, or any combination of such methods of
payment.  In the event that the exercise price is paid,
whether in whole or in part, through the tender of shares
of Common Stock already owned by the Optionee, then the
Option must be exercised for a minimum of at least 100
shares or the total number of shares subject to the Option,
if less than 100 shares.

9.     EXERCISE OF OPTION

     9.1      Six-Month Vesting Period.  Any Option shall
become exercisable only after the expiration of six (6)
months following the date of grant of such Option.
Thereafter, the Option shall be fully vested and shall be
exercisable in whole or in part at any time and from time
to time during the term of the Option.

     9.2      Procedure for Exercise.  An Option shall be
deemed to be exercised when the Optionee has delivered to
the Company written notice of such exercise and full
payment of the exercise price for the shares with respect
to which the Option is being exercised.  Full payment shall
consist of such consideration as is allowable under Section
8.2, above.  An Option may not be granted or exercised for
a fraction of a share.  Exercise of an Option in any manner

shall result in a decrease in the number of shares which
thereafter may be available, both for the purposes of the
Plan and for issuance under the Option, by the number of
shares as to which the Option is exercised.  Optionee may
designate in the notice of exercise that some or all of the
shares of Common Stock or other securities to be issued
upon such exercise shall be issued in the name of
Optionee's spouse, the trustee of a revocable trust in
which Optionee and his or her spouse are the sole primary
beneficiaries, Optionee's prior spouse, or any combination
of the foregoing.  Notwithstanding anything herein to the
contrary, Optionee may not designate in the notice of
exercise that any of the shares of Common Stock or other
securities shall be issued to Optionee's prior spouse
unless such issuance is to be made incident to Optionee's
divorce within the meaning of Section 1041 of the Code and
to a qualified domestic relations order as defined in
Section 414(p)(1)(B) of the Code which satisfies the
provisions of Section 414(p)(1)(A) of the Code.  The
Company may rely on a representation of the Optionee, or
such other evidence as the Company deems appropriate, for
purposes of determining the propriety of the exercise of
any Option and the compliance of such exercise with the
terms of this Plan and any applicable Stock Option
Agreement.  The Company shall have no obligation to
independently investigate the propriety of the exercise of
any Option or the compliance of such exercise with the
terms of this Plan or any applicable Stock Option
Agreement.

     9.3      Rights as a Shareholder.  Until the issuance
(as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing the shares of
Common Stock, the Optionee shall have no right to vote or
receive dividends or any other rights as a shareholder with
respect to the Optioned Stock, notwithstanding the exercise
of the Option.  No adjustment shall be made in the exercise
price payable on the exercise of any Option or the number
of shares of Common Stock or other securities or property
issuable upon exercise of an Option for any dividend,
distribution or other right for which the record date is
prior to the date the stock certificate is issued to
Optionee with respect to any Optioned Stock, except as
provided in Section 14 and Section 15, below.

     9.4      Termination of Status as Director.  If an
Optionee's continuous status as a Director is terminated
other than for cause or by reason of the Optionee's death
or disability, the Optionee may, but only within the three
(3)-month period from the date of the termination of the
Optionee's status as a Director (but not later than the
expiration of the term of the Option), exercise any
outstanding Option (including any "reload" Option) to the
extent that the Option was exercisable at the date of such
termination.  If the Optionee does not exercise the Option
in full during such 3-month period, the unexercised portion
of the Option shall terminate at the close of business,
California time, on the last business day of such 3-month
period and thereafter shall not be exercisable in whole or
in part.  Notwithstanding anything in this Section to the
contrary, if the Option is not exercisable on the date of
the termination of the Optionee's status as a Director,

then the Option shall terminate simultaneously with the
termination of the Optionee's status as a Director and
thereafter shall not be exercisable in whole or in part.

     9.5      Disability of Optionee.  Notwithstanding the
provisions of Section 4.1, above, if an Optionee's
continuous status as a Director is terminated as a result
of the Optionee's death or disability, the Optionee or his
or her estate or personal representative may exercise the
Option to the extent that the Option was exercisable at the
date of such termination in whole or in part at any time
and from time to time during the twelve (12)-month period
from the date of the termination of the Optionee's status
as a Director.  If the Optionee does not exercise the
Option in full during such 12-month period, the unexercised
portion of the Option shall terminate at the close of
business, California time, on the last business day of such
12-month period and thereafter shall not be exercisable in
whole or in part.  Notwithstanding anything in this Section
to the contrary, if the Option is not exercisable on the
date of the termination of the Optionee's status as a
Director, then the Option shall terminate simultaneously
with the termination of the Optionee's status as a Director
and thereafter shall not be exercisable in whole or in
part.

     9.6      Termination for Cause.  If an Optionee's
continuous status as a Director is terminated for cause,
all outstanding Options held by the Optionee shall
terminate simultaneously with the termination of the
Optionee's status as a Director and thereafter shall not be
exercisable in whole or in part.  For purposes of this
Section, an Optionee's status as a Director shall be deemed
to be terminated for "cause" as of the date on which the
Optionee is removed as a Director for any reason described
in Section 304 of the California General Corporation Law.

     9.7      Status as a Director.  The termination of an
Optionee's status as a Director shall be deemed to occur on
the effective date of the earliest of (a) the Optionee's
resignation as a Director, (b) the removal of the Optionee
as a Director, and (c) the Optionee's death.

10.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     The Stock Option Agreements covering all Options
granted under this Plan shall provide that shares of Common
Stock issued upon exercise of the Options may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of for a period equal to the longer of five (5)
years following the date the Option is granted and two (2)
years following the date on which such shares are issued to
the Optionee on exercise of the Option; provided that the
foregoing restriction on transfer shall not apply to an
Optionee's transfer of shares of Common Stock (a) to the
Company in payment of all or any portion of the exercise
price payable upon exercise of an Option or the
satisfaction of any income tax withholding obligation with
respect to any subsequent exercise of an Option or (b) to
the acquiring party in any transaction describe din Section
15, below, in which the Company is not the surviving
corporation.  Appropriate legends shall be placed on any
certificates evidencing such restricted shares of Common

Stock and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

11.     RELOAD FEATURES

     11.1      Grant of Reload Options.  Whenever the
holder of an Option granted under this Plan (including any
Reload Options granted under the provisions of this Section
11 or Section 13, below) (the "Original Option") exercises
the Original Option and makes payment of the exercise price
by tendering shares of the Common Stock previously held by
the Optionee, then the Optionee shall be entitled to
receive and the Company shall grant the Optionee a new
option (the "Reload Option") for that number of shares of
the Common Stock which is equal to the number of shares
tendered by the Optionee in payment of the exercise price
for the Original Option being exercised.  All such Reload
Options granted hereunder shall be on the following terms
and conditions.

          11.1.1      Exercise Price.  The exercise price
per share shall be an amount equal to the Fair Market Value
per share of the Common Stock as of the date of exercise of
the Original Option.

          11.1.2      Expiration Date.  The term of the
Reload Option shall begin as of the date of exercise of the
Original Option and, unless terminated sooner pursuant to
the terms of this Plan or Stock Option Agreement, shall
terminate five (5) years thereafter.

          11.1.3      Vesting Period.  Any Reload Option
shall become exercisable one (1) year following the date of
grant of such Reload Option.  Thereafter the Reload Option
shall be fully vested and shall be exercisable in whole or
in part at any time and from time to time during the term
of the Reload Option.

          11.1.4      Other Terms.  All other terms of
Reload Options granted hereunder shall be identical to the
terms and conditions of the Original Option, the exercise
of which gives rise to the grant of the Reload Option.

     11.2      Restrictions on Reload Options.  Any and all
Reload Options granted pursuant to this Section 11 (or
Section 13, below) shall be subject to the following
conditions and restrictions.

          11.2.1      Holding Period of Shares Tendered.
No Reload Option shall be granted pursuant to Section 11.1,
above, unless the shares of Common Stock tendered upon
exercise of the Original Option in payment therefore have
been held by the Optionee for a period of more than six (6)
months prior to the exercise of the Original Option.  The
Company may rely on a representation of the Optionee, or
such other evidence as the Company deems appropriate, for
purposes of determining the holding period of any shares
surrendered on exercise of an Option and the compliance of
such exercise with the terms of this Plan and any
applicable Stock Option Agreement.  The Company shall have
no obligation to independently investigate the holding
period or the propriety of the exercise of any Option or

the compliance of such exercise with the terms of this Plan
or any applicable Stock Option Agreement.

          11.2.2      Holding Period of Original Option
Shares.  If any of the shares of Common Stock of the
Company which are issued upon exercise of the Original
Option are sold within one (1) year following the exercise
of the Original Option, then the Reload Option shall
immediately terminate.

          11.2.3      Exception.  The holding period
restrictions set forth in Sections 11.2.1 and 11.2.2,
above, shall not apply to an Optionee's (a) transfer of
shares of Common Stock to the Company in payment of all or
any portion of the exercise price upon exercise of an
Option, whether an Original Option or a Reload Option, or
(b) satisfaction of the Optionee's tax withholding
obligation, if any, by the transfer of shares to the
Company or by the Company's withholding of shares that
would otherwise be issued as a result of the exercise of an
Option.

12.     NONTRANSFERABILITY OF OPTIONS

     No Option or Reload Option may be sold, pledged,
assigned, hypothecated, transferred, or otherwise disposed
of in any manner, other than by will or the laws of descent
and distribution.  Each Option and Reload Option may be
exercised, during the lifetime of the Optionee, only by the
Optionee or his or her guardian or legal representative.

13.     TAX WITHHOLDING

     To the extent that the exercise of any Option
(including any Reload Option) granted hereunder gives rise
to an income tax withholding obligation on the part of the
Company with respect to the Optionee, the Company may
satisfy such obligation on such terms and in accordance
with such procedures as it deems appropriate under
applicable law. At the election of the Optionee, such
withholding obligation may be satisfied through the
Company's retention of shares of the Common Stock which
would otherwise be issued as a result of the exercise of
the Option; provided, however, that such an election must
be an irrevocable election which is made by the Optionee at
least six (6) months prior to the exercise of the Option,
in accordance with regulations and interpretations of the
Commission.  If withholding is made in shares of the Common
Stock, the Company shall grant to the Optionee a Reload
Option, on the terms specified in Section 11, above, for
the number of shares so withheld.

14.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Plan and to the Options
granted under the Plan, and the exercise price of such
Options, in the event of a stock dividend (but only on
Common Stock), stock split, reverse stock split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the

Company, such adjustments shall be made by the members of
the Board of Directors who are not eligible for the grant
of Options under this Plan, the determination of which in
that respect shall be final, binding, and conclusive.

15.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or
(b) a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is
not the surviving corporation or the Company becomes a
wholly owned subsidiary of another corporation, or (c) any
sale of all or substantially all of the Company's assets,
any unexercised Options then outstanding under the Plan
shall be deemed cancelled as of the effective date of any
such liquidation, merger, reorganization, consolidation or
sale, unless the surviving corporation in any such merger,
reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Options
under the Plan or to issue substitute options in place
thereof; provided, that, if any Options granted under the
Plan would be cancelled in accordance with the foregoing,
the Optionee shall have the right, exercisable during a 10-
day period ending on the fifth day prior to the effective
date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Options in whole or
in part even though the Option otherwise was not then
exercisable.  The Company shall give each Optionee at least
thirty (30) days' prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in this Plan or in any Stock Option Agreement to
the contrary, (i) all Option exercises effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale and (ii) if
the Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) all exercises during the foregoing 10-day period
shall cease to be effective ab initio and (B) the
outstanding Options shall be exercisable as otherwise
determined under the applicable Stock Option Agreements and
without consideration of this Section or the corresponding
provisions of any Stock Option Agreement.

16.     AMENDMENT AND TERMINATION OF THE PLAN

     16.1      Amendment and Termination.  The Board of
Directors may amend or terminate the Plan from time to time
in such respects as the Board may deem advisable; provided
that the following revisions or amendments shall require
approval of the shareholders of the Company entitled to
vote:

          16.1.1      Number of Shares.  Any material
increase in the number or shares which may be issued
pursuant to the Plan (other than in accordance with Section
14 and 15, above);

          16.1.2      Eligibility.  Any material
modification of the requirements as to eligibility for
participation in the Plan; or

          16.1.3      Increase in Benefits.  Any material
increase in the benefits accruing to participants under the
Plan.

     16.2      Limitations on Amendment Timing.  The
formula aspects of this Plan, namely the procedures for
determining the Fair Market Value of the Common Stock and
those matters set forth in Section 5, above, shall not be
amended more frequently than once every six (6) months,
other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as
amended, or the rules and regulations thereunder.

     16.3      Effect of Amendment or Termination.  Any
amendment or termination of the Plan shall not affect
Options already granted and such Options shall remain in
full force and effect as if this Plan had not been amended
or terminated, unless mutually agreed otherwise between the
Optionee and the Company, which agreement must be in
writing and signed by the Optionee and the Company.

17.     CONDITIONS UPON ISSUANCE OF SHARES

     17.1      Compliance with Law.  Shares of Common Stock
shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and
delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with
respect to such compliance.
     17.2      Investment Intent.  As a condition to the
exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time
of any such exercise that the shares of Common Stock are
being purchased only for investment and without any present
intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation
is required by applicable law.

     17.3      Governmental Consents.  Inability of the
Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of
any shares of Common Stock hereunder, shall relieve the
Company of any liability in respect of the failure to issue
or sell, or any delay in issuing or selling, such shares as
to which such requisite shall not have been obtained.

18.     RESERVE OF SHARES

     During the term of this Plan, the Company will at all
times reserve and keep available such number of shares as
shall be sufficient to satisfy the requirements of the Plan
(the Plan "Reserve").

19.     OPTION AGREEMENT

     Each Option granted hereunder shall be evidenced by a
written Stock Option Agreement.


20.     INDEMNIFICATION

     In addition to such other rights of indemnification as
they may have as members of the Board of Directors and/or
employees of the Company, the persons administering the
Plan shall be indemnified by the Company against reasonable
expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any
action, suit, or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in
connection with the Plan, any Stock Option Agreement or any
Option granted under the Plan, and against all amounts paid
or payable by them in settlement thereof (provided such
settlement is approved by independent legal counsel
selected by the Company) or paid or payable by them in
satisfaction of a judgment in any action, suit, or
proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit, or proceeding that
such person is liable for gross negligence or willful
misconduct in the performance of his or her duties.  The
indemnification provided in this Section shall be available
only if, within sixty (60) days after institution of any
such action, suit, or proceeding, the person seeking
indemnification shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same.

21.     EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL

     The Plan was adopted by action of the Board of
Directors taken at a duly noticed and held meeting on
February 27, 1996.  The effectiveness of the Plan shall be
subject to approval by the shareholders of the Company
within twelve (12) months after the aforesaid date of the
adoption of the Plan.  The manner and method for approval
of the Plan by the shareholders of the Company must comply
with Rule 16b-3.  If the Plan has not been previously
approved by the shareholders of the Company, the Plan shall
terminate on January 31, 1997.


CERTIFICATE OF SECRETARY


     The undersigned, being the Corporate Secretary of the
Company, does hereby certify that the foregoing Plan was
adopted by the Board of Directors of the Company at a duly
called and held meeting of the Board of Directors on
February 27, 1996, and that the Plan was approved by the
shareholders of the Company at a duly called and held
meeting of the shareholders on April 23, 1996.



Dated: May 22, 1996
           /s/ Jay D. Smith
           Jay D. Smith, Esq.
           Corporate Secretary


FORM OF DIRECTORS STOCK OPTION AGREEMENT

Exhibit 4.1.1

     SANTA BARBARA BANCORP

1996 DIRECTORS STOCK OPTION AGREEMENT


     THIS OPTION AGREEMENT (the "Agreement), is  granted as
of July 1, 19__ (the "Effective Date"), by SANTA BARBARA
BANCORP (the "Company") to                             ,
(the "Optionee").

RECITALS

     WHEREAS, the Company has duly adopted its 1996
Director Stock Option Plan (the "Plan"); and

     WHEREAS, Optionee is entitled under the Plan to an
award and grant of an option;

     NOW, THEREFORE:

1.     GRANT OF OPTION

     The Company hereby grants to Optionee the option to
purchase ("Option") from the Company one thousand five
hundred (1,500) shares of its Common Stock at an exercise
price of $       per share, which price is not less than
the fair market value per share of the Common Stock of the
Company as of the Effective Date.  The Option may be
exercised on the terms and conditions set forth in this
Agreement and the Plan.  In the event of any conflict
between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions
of the Plan shall control.

2.     OPTION PERIOD

     The period during which the Option may be exercised
(the "Option Period") shall commence on the date six (6)
months after the Effective Date and shall terminate five
(5) years after the Effective Date unless the Option is
terminated earlier in accordance with the provisions of
this Agreement.

3.     EXERCISE

     The Option may be exercised in full or in part at any
time and from time to time during the Option Period (except
that it may not be exercised for any fractional shares).
The exercise price must be paid (a) in cash or check or (b)
by the tender of shares of Common Stock of the Company
owned by Optionee having a fair market value on the date of
surrender equal to the aggregate exercise price of the
shares as to which the Option is being exercised, or (c)
any combination of such methods of payment. In the event
that the exercise price is paid, whether in whole or in
part, through the tender of shares of Common Stock of the
Company owned by Optionee, then (i) Optionee shall be
entitled to receive a grant of a Reload Option in
accordance with the terms of the Plan, but (ii) the Option
must be exercised for a minimum of at least 100 shares.

4.     EXPIRATION

     4.1      Termination of Status as Director.  If
Optionee's status as a Director is terminated for any
reason other than cause or Optionee's death or disability,
Optionee may, but only during the three (3)-month period
immediately following the date of the termination of
Optionee's status as a Director (but not later than the
expiration of the term of the Option), exercise the Option
to the extent that the Option was exercisable at the date
of such termination.  If Optionee does not exercise the
Option in full during such 3-month period, the unexercised
portion of the Option shall terminate at the close of
business, California time, on the last business day of such
3-month period and thereafter shall not be exercisable in
whole or in part.  Notwithstanding anything in this Section
to the contrary, if the Option is not exercisable on the
date of the termination of Optionee's status as a Director,
then the Option shall terminate simultaneously with the
termination of Optionee's status as a Director and
thereafter shall not be exercisable in whole or in part.

     4.2      Disability of Optionee.  Notwithstanding the
provisions of Section 4.1, above, if Optionee's status as a
Director is terminated by reason of Optionee's death or
disability (as such term is defined in the Plan), Optionee
or his or her estate or personal representative may
exercise the Option to the extent that the Option was
exercisable at the date of such termination in whole or in
part at any time and from time to time during the twelve
(12)-month period immediately following the date of the
termination of Optionee's status as a Director (but not
later than the expiration of the term of the Option).  If
Optionee does not exercise the Option in full during such
12-month period, the unexercised portion of the Option
shall terminate at the close of business, California time,
on the last business day of such 12-month period and
thereafter shall not be exercisable in whole or in part.
Notwithstanding anything in this Section to the contrary,
if the Option is not exercisable on the date of the
termination of Optionee's status as a Director, then the
Option shall terminate simultaneously with the termination
of Optionee's status as a Director and thereafter shall not
be exercisable in whole or in part.

     4.3      Termination for Cause.  If Optionee's status
as a Director is terminated for cause, the Option shall
terminate simultaneously with the termination of Optionee's
status as a Director and thereafter shall not be
exercisable in whole or in part.  For purposes of this
Section, Optionee's status as a Director shall be deemed to
be terminated for "cause" as of the date on which Optionee
is removed as a Director for any reason described in
Section 304 of the California General Corporation Law, as
amended from time to time.

     4.4      Status as a Director.  The termination of
Optionee's status as a Director shall be deemed to occur on
the effective date of the earliest of (a) Optionee's
resignation as a Director, (b) the removal of Optionee as a
Director, and (c) Optionee's death.

5.      RESTRICTION ON TRANSFER


     None of the shares of Common Stock and other
securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of, without the prior written approval of the
Company, for a period of five (5) years following the
Effective Date and two (2) years following the date of
exercise of the Option as to those shares of Common Stock
and/or other securities issued upon such exercise,
whichever is later.  The foregoing restriction on transfer
shall not apply to Optionee's transfer of shares of Common
Stock to the Company in payment of all or any portion of
the exercise price payable on exercise of the Option or to
Optionee's election to satisfy his or her tax withholding
obligation, if any, with respect to any exercise of the
Option through shares which otherwise would be issued as a
result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares of Common
Stock or securities issued upon exercise of the Option, and
appropriate stop transfer instructions shall be given to
the Company's transfer agent.

6.      TAX WITHHOLDING

     To the extent that the exercise of the Option gives
rise to an obligation on the part of the Company to
withhold income tax from amounts otherwise to be paid to
Optionee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law.  At Optionee's election, withholding may be
made by the Company's retention of shares of Common Stock
of the Company which would otherwise be issued to Optionee
as a result of the exercise of the Option; provided that
such an election must be an irrevocable election which is
made at least six (6) months prior to the exercise of the
Option in accordance with the Rules and regulations
promulgated by the Securities and Exchange Commission (the
"Commission") under Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act").  If withholding is made
in shares of the Company's Common Stock, the Company shall
grant to Optionee, in accordance with the terms and
conditions specified in the Plan, a Reload Option for the
number of shares so withheld.

7.     COMPLIANCE WITH APPLICABLE LAW

     Shares of Common Stock and other securities shall not
be issued pursuant to the exercise of the Option unless the
exercise of the Option and the issuance and delivery of
such shares and securities shall comply with all relevant
provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, the
requirements of any stock exchange on which the shares or
securities then may be listed, and any applicable state
securities laws.  In addition, the Company may require as a
condition to the issuance of any shares or securities
pursuant to the exercise of the Option, an opinion of
counsel for the Company with respect to such compliance.

     As a condition to the exercise of the Option, the
Company may require Optionee to represent and warrant at
the time of such exercise that the shares and securities

are being purchased for investment and without any
intention to sell or distribute such shares or securities
if, in the opinion of counsel for the Company, such a
representation is required for compliance with applicable
law.

     The inability of the Company to obtain authority from
any regulatory body having jurisdiction over the issuance
of any shares of Common Stock or other securities on the
exercise of the Option, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance of
such shares or securities, shall relieve the Company of
liability in respect of the failure to issue such shares or
securities as to which such authority has not been
obtained.  The Company shall use reasonable efforts to
obtain all authority required for the due issuance of any
shares of Common Stock and other securities issuable on
exercise of the Option.

8.     NOTICE OF EXERCISE

     The Option shall be exercised by Optionee's delivery
to the Company of a written notice specifying the number of
shares which Optionee then desires to purchase, accompanied
by full payment of the aggregate exercise price thereof in
accordance with the Plan.  Optionee may designate in the
notice of exercise that some or all of the shares or
securities to be issued on such exercise shall be issued in
the name of Optionee's spouse, the trustee of a revocable
trust in which Optionee and his or her spouse are the sole
primary beneficiaries, Optionee's prior spouse, or any
combination of the foregoing.  Notwithstanding anything in
this Agreement to the contrary, Optionee may not designate
in the notice of exercise that any of the shares shall be
issued to Optionee's ex-spouse unless such issuance is to
be made incident to Optionee's divorce within the meaning
of Section 1041 of the Internal Revenue Code of 1986, as
amended.  The Company shall, as soon as practicable after
its receipt of the notice of exercise and payment of the
exercise price, issue and deliver to Optionee a certificate
or certificates evidencing the number of shares purchased
(excluding any fractional shares), in the name of Optionee
and/or such other person(s) as Optionee has properly
designated in the notice of exercise.  The Company shall
have no obligation to deal directly with, and shall have no
liability to, any person other than Optionee, or Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the delivery of the shares.
Optionee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other
than Optionee, or Optionee's personal representative, who
is designated in the notice of exercise.  The Company shall
pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of the
foregoing stock certificates, except that, in case such
stock certificates shall be registered in a name or names
other than the name of Optionee, funds sufficient to pay
all stock transfer taxes which shall be payable upon the
issuance of such stock certificates shall be paid by
Optionee at the time of the delivery of the notice of
exercise.

9.     NON-TRANSFERABILITY

     This Option is not transferable by Optionee, other
than by will or by the laws of descent and distribution.
This Option is exercisable during Optionee's lifetime only
by Optionee (or his or her guardian or legal
representative).  Any attempt by Optionee to assign or
transfer the Option, other than as provided in this
Section, shall be null and void.  If Optionee designates in
the written notice of exercise any person other than
Optionee, or Optionee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Optionee and the other persons designated in the notice of
exercise represent and warrant to the Company that Optionee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of the Option prior
to Optionee's delivery of the notice of exercise, payment
of the exercise price, and performance of the other
conditions required to be performed by Optionee in
connection with such exercise of the Option, that such
other persons are either Optionee's spouse, the trustee of
a revocable trust in which Optionee and his or her spouse
are the sole primary beneficiaries, or Optionee's ex-spouse
and that the issuance of the shares or securities to such
person is being made incident to Optionee's divorce.

10.     NO RIGHTS AS SHAREHOLDER

     Optionee shall not be deemed to be a shareholder of
the Company with respect to the shares of Common Stock or
other securities covered by the Option, unless and until
such shares or securities shall have been duly issued to
Optionee upon exercise of the Option and the exercise price
shall have been paid in full.

11.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option and the exercise
price of the Option, in the event of a stock dividend (but
only on Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of
Directors of the Company, the determination of which in
that respect shall be final, binding, and conclusive.

12.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or
(b) a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is
not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, or (c) any
sale of all or substantially all of the Company's assets,
any unexercised portion of the Option shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or
to issue substitute options in place thereof; provided

that, if the Option would be cancelled in accordance with
the foregoing, Optionee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or
in part even though the Option Period has not yet begun.
The Company shall give Optionee at least thirty (30) days
prior written notice of the anticipated effective date of
any such liquidation, merger, reorganization, consolidation
or sale.  Notwithstanding anything herein to the contrary,
(i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale, and (ii) if
the Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) such exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the Option
shall be exercisable as otherwise determined under this
Agreement and without consideration of this Section.

13.     INTERPRETATION

     13.1      Coordination with Plan.  This Agreement is
subject to all of the terms and conditions of the Plan, and
in the event of any conflict between any of the provisions
of this Agreement and any of the provisions of the Plan,
the applicable provisions of the Plan shall control.  The
Board of Directors of the Company shall have full power to
interpret the provisions of this Agreement and the Plan and
to decide any dispute which may arise hereunder or
thereunder, and its action shall be final and conclusive
upon all persons affected thereby.  All references in this
Agreement to Optionee shall mean and include Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the time in question.

     13.2      Fair Market Value.  The fair market value of
the Company's Common Stock as of any date shall be the
value of the Common Stock determined as follows.

          13.2.1      If the Common Stock is listed on an
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of
the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market
Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the date of
determination.

          13.2.2      If the Common Stock is quoted on the
NASDAQ System (but not on the Nasdaq National Market
thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market
Value of a share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on
the last market trading day prior to the date of
determination.

14.     RULE 16b-3 LIMITATIONS


     In accordance with Rule 16b-3(c)(1) promulgated by the
Commission under the Exchange Act, and in addition to (but
not in lieu of) any other restrictions imposed under this
Agreement or the Plan, neither the Option nor any of the
underlying shares of Common Stock issuable on its exercise
of the Option, may be sold, transferred, or otherwise
disposed of, whether directly or indirectly, for a period
of six (6) months following the effective date of any
exercise of the Option.
15.     ACKNOWLEDGEMENT OF RECEIPT; OPTION SUBJECT TO PLAN

     Optionee acknowledges receipt of a copy of the Plan,
the Prospectus applicable to the Plan and all other
information regarding the Company and the Plan as Optionee
has reasonably requested.  Optionee  agrees that the Option
granted hereunder is subject to the terms and conditions of
the Plan and that in the event of any inconsistency between
the terms of the Plan and the provisions of this Agreement,
the terms of the Plan shall control.

16.     TAX MATTERS

     Optionee understands that the grant and exercise of
the Option will have tax and legal consequences to Optionee
and that the Company is neither making any representation
to Optionee nor advising Optionee as to the tax or other
legal consequences of the grant or exercise of the Option
or of any other action taken or to be taken by Optionee
under this Agreement or with respect to the Option.
Optionee shall be solely responsible for determining such
tax and legal consequences and for obtaining such advice as
Optionee deems appropriate.

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO OPTIONEE OF THIS AGREEMENT AND OPTIONEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND
THAT THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO
ADVISE, OPTIONEE WITH RESPECT TO ANY SUCH TAX AND LEGAL
CONSEQUENCES, EVEN IF OPTIONEE REQUESTS THE COMPANY TO DO
SO.

17.     SPOUSAL CONSENT

     If Optionee is married or otherwise deemed to have a
spouse for purposes of California law, Optionee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise
of the Option.  Notwithstanding anything in this Agreement
to the contrary, if Optionee is married or otherwise deemed
to have a spouse for purposes of California law, (a) this
Agreement and the Option shall not be effective for any
purpose until Optionee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Optionee any shares of Common Stock
or other securities covered by the Option until Optionee
delivers to the Company a duly executed Spousal Consent
form.

18.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to
the subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no
representations, agreements, arrangements, or
understandings, either written or oral, between or among
the parties with respect to the subject matter hereof which
are not set forth in this Agreement and the Plan.

19.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in
the State of California.

20.     NOTICES

     Any notice given pursuant to this Agreement shall be
in writing and shall be given by personal service or by
United States certified mail, return receipt requested,
postage prepaid to the addresses appearing on the signature
page of this Agreement or such other address as may be
given by either party for purposes of this Agreement.
Notice given by personal service shall be deemed effective
on the date it is delivered to the addressee, and notice
mailed shall be deemed effective on the third day following
its placement in the mail addressed to the addressee.
Either party may change its address for notice purposes by
giving the other party notice of such change in accordance
with this Section.  Notwithstanding anything herein to the
contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular
mail.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first
above written.


"COMPANY":

SANTA BARBARA BANCORP


By:
Its:


Address for Notices:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:


"OPTIONEE":

Signature of Optionee


Name of Optionee

Address for Notices:



CONSENT OF SPOUSE


     I acknowledge that I have read the foregoing Directors
Stock Option Agreement (the "Agreement") and that I know
its contents. I am aware that by its provisions my spouse
agrees to not sell the shares of Common Stock and other
securities that may be issued on exercise of the Option,
including my community interest, if any, in them, during
certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
shares of Common Stock and other securities and my
community property interest in them, if any, are subject to
the provisions of the Agreement and that I will take no
action at any time to hinder the operation of the Agreement
or to attempt the sale or transfer of any of the shares of
Common Stock and other securities, including my community
property interest in them, if any, other than pursuant to
the terms of the Agreement.


Date                         spouse of





FORM OF DIRECTORS "RELOAD" OPTION
Exhibit 4.1.2

SANTA BARBARA BANCORP

1996 DIRECTORS STOCK OPTION AGREEMENT

(RELOAD OPTION)


     THIS OPTION AGREEMENT, granted as of       , 19
(the "Effective Date"), by SANTA BARBARA BANCORP, (the
"Company"), to,
      (the "Optionee").

RECITALS:

     A.     The Company has duly adopted its 1996 Directors
Stock Option Plan (the "Plan");

     B.     Optionee has exercised an option previously
granted under the Plan (the "Original Option") through the
tender of shares of the Common Stock of the Company owned
by Optionee; and

     C.     The Company proposes to grant to Optionee under
the Plan a Reload Option with respect to that number of
shares of Common Stock tendered by Optionee to the Company
on exercise of the Original Option;


     NOW, THEREFORE:

1.     GRANT OF OPTION

     The Company hereby grants to Optionee the option to
purchase ("Option") from the Company              (   )
shares of its Common Stock at an exercise price of $
per share, which price is not less than the fair market
value per share of the Common Stock of the Company as of
the Effective Date.  The Option may be exercised on the
terms and conditions set forth in this Agreement and the
Plan.  In the event of any conflict between the terms and
conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan shall
control.

2.     OPTION PERIOD

     The period during which the Option may be exercised
(the "Option Period") shall commence on the date six (6)
months after the Effective Date and shall terminate five
(5) years after the Effective Date unless the Option is
terminated earlier in accordance with the provisions of
this Agreement.

3.     EXERCISE

     The Option may be exercised in full or in part at any
time and from time to time during the Option Period (except
that it may not be exercised for any fractional shares).
The exercise price must be paid (a) in cash or check or (b)
by the tender of shares of Common Stock owned by Optionee,
having a fair market value on the date of surrender equal
to the aggregate exercise price of the shares as to which
the Option is being exercised, or (c) any combination of
such methods of payment. In the event that the exercise
price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company owned by
Optionee, then (i) Optionee shall be entitled to receive a
grant of a Reload Option in accordance with the terms of
the Plan, but (ii) the Option must be exercised for a
minimum of at least 100 shares.

4.     EXPIRATION

     4.1      Termination of Status as Director.  If
Optionee's status as a Director is terminated for any
reason other than cause or Optionee's death or disability,
Optionee may, but only within the three (3)-month period
from the date of the termination of Optionee's status as a
Director (but not later than the expiration of the term of
the Option), exercise the Option to the extent that the
Option was exercisable at the date of such termination.  If
Optionee does not exercise the Option in full during such
3-month period, the unexercised portion of the Option shall
terminate at the close of business, California time, on the
last business day of such 3-month period and thereafter
shall not be exercisable in whole or in part.
Notwithstanding anything in this Section to the contrary,
if the Option is not exercisable on the date of the
termination of Optionee's status as a Director, then the
Option shall terminate simultaneously with the termination

of Optionee's status as a Director and thereafter shall not
be exercisable in whole or in part.

     4.2      Disability of Optionee.  Notwithstanding the
provisions of Section 4.1, above, if Optionee's status as a
Director is terminated by reason of Optionee's death or
disability, Optionee or his or her estate or personal
representative may exercise the Option to the extent that
the Option was exercisable at the date of such termination
in whole or in part at any time and from time to time
during the twelve (12)-month period following the date of
the termination of Optionee's status as a Director (but not
later than the expiration of the term of the Option).  If
Optionee does not exercise the Option in full during such
12-month period, the unexercised portion of the Option
shall terminate at the close of business, California time,
on the last business day of such 12-month period and
thereafter shall not be exercisable in whole or in part.
Notwithstanding anything in this Section to the contrary,
if the Option is not exercisable on the date of the
termination of Optionee's status as a Director, then the
Option shall terminate simultaneously with the termination
of Optionee's status as a Director and thereafter shall not
be exercisable in whole or in part.

     4.3      Termination for Cause.  If Optionee's status
as a Director is terminated for cause, the Option shall
terminate simultaneously with the termination of Optionee's
status as a Director and thereafter shall not be
exercisable in whole or in part.  For purposes of this
Section, Optionee's status as a Director shall be deemed to
be terminated for "cause" as of the date on which Optionee
is removed as a Director for any reason described in
Section 304 of the California General Corporation Law.

     4.4      Status as a Director.  The termination of
Optionee's status as a Director shall be deemed to occur on
the effective date of the earliest of (a) Optionee's
resignation as a Director, (b) the removal of Optionee as a
Director, and (c) Optionee's death.

     4.5      Early Sale of Shares.  If Optionee sells,
within one (1) year after the date of Optionee's exercise
of the Original Option, any of the shares of Common Stock
which were issued on the exercise of the Original Option
with respect to which the Option was granted, the Option
shall terminate automatically on the date of such sale.

5.     RESTRICTION ON TRANSFER

     None of the shares of Common Stock and other
securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of, without the prior written approval of the
Company, for a period of five (5) years following the
Effective Date and two (2) years following the date of
exercise of the Option as to those shares of Common Stock
and/or other securities issued upon such exercise,
whichever is later.  The foregoing restriction on transfer
shall not apply to Optionee's transfer of shares of Common
Stock to the Company in payment of all or any portion of
the exercise price payable on exercise of the Option or to
Optionee's election to satisfy his or her tax withholding

obligation, if any, with respect to any exercise of the
Option through shares which otherwise would be issued as a
result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares of Common
Stock or other securities issued upon exercise of the
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

6.      TAX WITHHOLDING

     To the extent that the exercise of the Option gives
rise to an obligation on the part of the Company to
withhold income tax from amounts otherwise to be paid to
Optionee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law.  At Optionee's election, withholding may be
made by the Company's retention of shares of Common Stock
of the Company which would otherwise be issued to Optionee
as a result of the exercise of the Option; provided that
such an election must be an irrevocable election which is
made at least six (6) months prior to the exercise of the
Option in accordance with the rules and regulations
promulgated by the Securities and Exchange Commission (the
"Commission") under Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act").  If withholding is made
in shares of the Company's Common Stock, the Company shall
grant to Optionee, in accordance with the terms and
conditions specified in the Plan, a Reload Option for the
number of shares so withheld.

7.     COMPLIANCE WITH APPLICABLE LAW

     7.1      Shares of Common Stock and other securities
shall not be issued pursuant to the exercise of the Option
unless the exercise of the Option and the issuance and
delivery of such shares and securities shall comply with
all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated
thereunder, the requirements of any stock exchange on which
the shares or securities then may be listed, and any
applicable state securities laws.  In addition, the Company
may require as a condition to the issuance of any shares or
securities pursuant to the exercise of the Option, an
opinion of counsel for the Company with respect to such
compliance.

     7.2      As a condition to the exercise of the Option,
the Company may require Optionee to represent and warrant
at the time of such exercise that the shares and securities
are being purchased for investment and without any
intention to sell or distribute such shares or securities
if, in the opinion of counsel for the Company, such a
representation is required for compliance with applicable
law.

     7.3      The inability of the Company to obtain
authority from any regulatory body having jurisdiction over
the issuance of any shares of Common Stock or other
securities on the exercise of the Option, which authority
is deemed by the Company's counsel to be necessary to the
lawful issuance of such shares or securities, shall relieve
the Company of liability in respect of the failure to issue

such shares or securities as to which such authority has
not been obtained.  The Company shall use reasonable
efforts to obtain all authority required for the due
issuance of any shares of Common Stock and other securities
issuable on exercise of the Option.

8.     NOTICE OF EXERCISE

     The Option shall be exercised by Optionee's delivery
to the Company of a written notice specifying the number of
shares which Optionee then desires to purchase, accompanied
by full payment of the aggregate exercise price thereof in
accordance with the Plan.  Optionee may designate in the
notice of exercise that some or all of the shares or
securities to be issued on such exercise shall be issued in
the name of Optionee's spouse, the trustee of a revocable
trust in which Optionee and his or her spouse are the sole
primary beneficiaries, Optionee's prior spouse, or any
combination of the foregoing.  Notwithstanding anything in
this Agreement to the contrary, Optionee may not designate
in the notice of exercise that any of the shares shall be
issued to Optionee's ex-spouse unless such issuance is to
be made incident to Optionee's divorce within the meaning
of Section 1041 of the Internal Revenue Code of 1986, as
amended.  The Company shall, as soon as practicable after
its receipt of the notice of exercise and payment of the
exercise price, issue and deliver to Optionee a certificate
or certificates evidencing the number of shares purchased
(excluding any fractional shares), in the name of Optionee
and/or such other person(s) as Optionee has properly
designated in the notice of exercise.  The Company shall
have no obligation to deal directly with, and shall have no
liability to, any person other than Optionee, or Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the delivery of the shares.
Optionee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other
than Optionee, or Optionee's personal representative, who
is designated in the notice of exercise.  The Company shall
pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of the
foregoing stock certificates, except that, in case such
stock certificates shall be registered in a name or names
other than the name of Optionee, funds sufficient to pay
all stock transfer taxes which shall be payable upon the
issuance of such stock certificates shall be paid by
Optionee at the time of the delivery of the notice of
exercise.

9.     NON-TRANSFERABILITY

     This Option is not transferable by Optionee, other
than by will or by the laws of descent and distribution.
This Option is exercisable during Optionee's lifetime only
by Optionee (or his or her guardian or legal
representative).  Any attempt by Optionee to assign or
transfer the Option, other than as provided in this
Section, shall be null and void.  If Optionee designates in
the written notice of exercise any person other than
Optionee, or Optionee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that

Optionee and the other persons designated in the notice of
exercise represent and warrant to the Company that Optionee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of the Option prior
to Optionee's delivery of the notice of exercise, payment
of the exercise price, and performance of the other
conditions required to be performed by Optionee in
connection with such exercise of the Option, that such
other persons are either Optionee's spouse, the trustee of
a revocable trust in which Optionee and his or her spouse
are the sole primary beneficiaries, or Optionee's ex-spouse
and that the issuance of the shares or securities to such
person is being made incident to Optionee's divorce.

10.     NO RIGHTS AS SHAREHOLDER

     Optionee shall not be deemed to be a shareholder of
the Company with respect to the shares of Common Stock or
other securities covered by the Option, unless and until
such shares or securities shall have been duly issued to
Optionee upon exercise of the Option and the exercise price
shall have been paid in full.

11.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option and the exercise
price of the Option, in the event of a stock dividend (but
only on Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of
Directors of the Company, the determination of which in
that respect shall be final, binding, and conclusive.

12.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or
(b) a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is
not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, or (c) any
sale of all or substantially all of the Company's assets,
any unexercised portion of the Option shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or
to issue substitute options in place thereof; provided that
if the unexercised portion of the Option would be cancelled
in accordance with the foregoing, Optionee shall have the
right, exercisable during a 10-day period ending on the
fifth day prior to the effective date of such liquidation,
merger, reorganization, consolidation or sale, to exercise
the Option in whole or in part even though the Option
Period has not yet begun.  The Company shall give Optionee
at least thirty (30) days prior written notice of the
anticipated effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing
10-day period shall be deemed to be effective immediately

prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) any exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the
unexercised portion of the Option shall be exercisable as
otherwise determined under this Agreement and without
consideration of this Section.

13.     INTERPRETATION

     13.1      Coordination with Plan.  This Agreement is
subject to all of the terms and conditions of the Plan, and
in the event of any conflict between any of the provisions
of this Agreement and any of the provisions of the Plan,
the applicable provisions of the Plan shall control.  The
Board of Directors of the Company shall have full power to
interpret the provisions of this Agreement and of the Plan
and to decide any dispute which may arise hereunder or
thereunder, and its action shall be final and conclusive
upon all persons affected thereby.  All references in this
Agreement to Optionee shall mean and include Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the time in question.

     13.2      Fair Market Value.  The fair market value of
the Company's Common Stock as of any date shall be the
value of the Common Stock determined as follows.

          13.2.1      If the Common Stock is listed on an
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of
the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market
Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the date of
determination.

          13.2.2      If the Common Stock is quoted on the
NASDAQ System (but not on the Nasdaq National Market
thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market
Value of a share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on
the last market trading day prior to the date of
determination.

14.     SEC RULE 16b-3 LIMITATIONS

     In accordance with Rule 16b-3(c)(1) promulgated by the
Commission under the Exchange Act, and in addition to (but
not in lieu of) any other restrictions imposed under this
Agreement or the Plan, neither the Option nor the
underlying shares of Common Stock issued upon exercise of
the Option may be sold, transferred, or otherwise disposed
of, whether directly or indirectly, for a period of six (6)
months following the effective date of any exercise of the
Option.

15.     ACKNOWLEDGEMENT OF RECEIPT; OPTION SUBJECT TO PLAN

     Optionee acknowledges receipt of a copy of the Plan,
the Prospectus applicable to the Plan and all other
information regarding the Company and the Plan as Optionee
has reasonably requested.  Optionee  agrees that the Option
granted hereunder is subject to the terms and conditions of
the Plan and that in the event of any inconsistency between
the terms of the Plan and the provisions of this Agreement,
the terms of the Plan shall control.

16.     TAX MATTERS

     Optionee understands that the grant and exercise of
the Option will have tax and legal consequences to Optionee
and that the Company is neither making any representation
to Optionee nor advising Optionee as to the tax or other
legal consequences of the grant or exercise of the Option
or of any other action taken or to be taken by Optionee
under this Agreement or with respect to the Option.
Optionee shall be solely responsible for determining such
tax and legal consequences and for obtaining such advice as
Optionee deems appropriate.

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO OPTIONEE OF THIS AGREEMENT AND OPTIONEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND
THAT THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO
ADVISE, OPTIONEE WITH RESPECT TO ANY SUCH TAX AND LEGAL
CONSEQUENCES, EVEN IF OPTIONEE REQUESTS THE COMPANY TO DO
SO.

17.     SPOUSAL CONSENT

     If Optionee is married or otherwise deemed to have a
spouse for purposes of California law, Optionee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise
of the Option.  Notwithstanding anything in this Agreement
to the contrary, if Optionee is married or otherwise deemed
to have a spouse for purposes of California law, (a) this
Agreement and the Option shall not be effective for any
purpose until Optionee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Optionee any shares of Common Stock
or other securities covered by the Option until Optionee
delivers to the Company a duly executed Spousal Consent
form.

18.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to
the subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no
representations, agreements, arrangements, or
understandings, either written or oral, between or among

the parties with respect to the subject matter hereof which
are not set forth in this Agreement and the Plan.

19.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in
the State of California.

20.     NOTICES

     Any notice given pursuant to this Agreement shall be
in writing and shall be given by personal service or by
United States certified mail, return receipt requested,
postage prepaid to the addresses appearing on the signature
page of this Agreement or such other address as may be
given by either party for purposes of this Agreement.
Notice given by personal service shall be deemed effective
on the date it is delivered to the addressee, and notice
mailed shall be deemed effective on the third day following
its placement in the mail addressed to the addressee.
Either party may change its address for notice purposes by
giving the other party notice of such change in accordance
with this Section.  Notwithstanding anything herein to the
contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular
mail.



(Signatures appear on the following page)


     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first
above written.


"COMPANY":

SANTA BARBARA BANCORP



By:
Its:


1021 Anacapa Street
Santa Barbara, CA 93102
Attn:


"OPTIONEE":


Signature of Optionee


Name of Optionee

Address of Optionee


CONSENT OF SPOUSE


     I acknowledge that I have read the foregoing Directors
Stock Option Agreement (Reload Option) (the "Agreement")
and that I know its contents. I am aware that by its
provisions my spouse agrees to not sell the shares of
Common Stock and other securities that may be issued on
exercise of the Option, including my community interest, if
any, in them, during certain periods specified in the
Agreement.  I hereby approve of the provisions of the
Agreement, agree that such shares of Common Stock and other
securities and my community property interest in them, if
any, are subject to the provisions of the Agreement and
that I will take no action at any time to hinder operation
of the Agreement or to attempt the sale or transfer of any
of the shares of Common Stock and other securities,
including my community property interest in them, if any,
other than pursuant to the terms of the Agreement.



Date                          spouse of



OPINION OF SCHRAMM & RADDUE
Exhibit 5.1

June 3, 1996


Santa Barbara Bancorp
Santa Barbara Bank & Trust
1021 Anacapa Street
Santa Barbara, California  93101

     Re:     1996 Directors Stock Option Plan

Gentlemen:

We have acted as counsel for Santa Barbara Bancorp (the
"Company") in connection with the preparation and filing of
a Form S-8 Registration Statement with the Securities and
Exchange Commission for the purpose of registering under
the Securities Act of 1933 (the "Act"), 150,000 shares of
the Common Stock of the Company for issuance upon exercise
of options granted under the Santa Barbara Bancorp 1996
Directors Stock Option Plan (the "Plan").

For purposes of this opinion, we have examined such
corporate records, documents and such questions of law as
we have considered necessary or appropriate for the
purposes of this opinion.  Based on such examination, we
are of the opinion that upon the effectiveness of the
Registration Statement covering the Plan and the completion
of the proceedings being taken to comply with applicable
state securities laws, the Common Stock hereafter issued by
the Company pursuant to the exercise of options granted
under the Plan, if and when issued in accordance with the

terms of the Plan, will be validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an
Exhibit to the Company's Registration Statement on Form S-8
for the Plan.

                              Very truly yours,

                              SCHRAMM & RADDUE


BWM:lro




CONSENT OF ARTHUR ANDERSEN, LLP
Exhibit 24.1

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement
of our reports dated February 2, 1996, incorporated by
reference in Santa Barbara Bancorp's Form 10-K for the year
ended December 31, 1995, and to all references to our Firm
included in this registration statement.

ARTHUR ANDERSEN, LLP
Los Angeles, California
June 3, 1996
[{"type": "S-8", "sequence": "1", "description": "SANTA BARBARA BANCORP 1996 DIRECTORS STOCK", "secsgml_size_bytes": 119254}]
{"company-data": {"conformed-name": "SANTA BARBARA BANCORP", "cik": "0000357264", "assigned-sic": "6022", "irs-number": "953673456", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05119", "film-number": "96576351"}, "business-address": {"street1": "1021 ANACAPA ST", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8055646300"}, "mail-address": {"street1": "1021 ANACAPTA STREET", "city": "SANTA BARBARA", "state": "CA", "zip": "93101"}}
As filed with the Securities and Exchange
                         Commission on
                         June 3, 1996.

               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

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

                  SANTA BARBARA BANCORP
(Exact name of Registrant as specified in its charter)

                            California
(State or other jurisdiction of incorporation or organization)

                            95-3673456
              (IRS Employer Identification Number)

                   1021 Anacapa Street
                Santa Barbara, California 93101
                    (805) 564-6300
       (Address of Principal Executive Offices)

SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN
              (Full titles of the Plan)

                        Jay D. Smith, Esq.
                        1021 Anacapa Street
                   Santa Barbara, California 93101
                        (805) 564-6300
(Name, address, including zip code, and telephone number,
       including area code, of agent for service)

                          Copy to:

                      Bruce W. McRoy, Esq.
                      Schramm & Raddue

                   15 West Carrillo Street
                 Santa Barbara, California 93102
                       (805) 963-2044

CALCULATION OF REGISTRATION FEE
Title of each     Amount      Maximum   Proposed    Proposed
class securities  to be       offering  maximum     Amount of
to be registered  registered  price     aggregate   registration
                              per unit  offering    fee
                                        price
Common Stock     150,000    $25.125(1)  $3,768,750(1) $1,299.57

(1)Estimated solely for the purpose of computing the
registration fee. Computed in accordance with Rule 457(h),
based on the average of the high and low prices reported in
the consolidated reporting system for Santa Barbara Bancorp
Common Stock as of May 24, 1996.

     Pursuant to Rule 429, the Reoffer Prospectus contained
herein relates to the Registration Statements filed by
Registrant on April 20, 1983 (File No. 2-83293), on May 7,
1986 (File No. 33-5493), on October 28, 1991 (File No. 33-
43560) and on June 22, 1992 (File No. 33-48724).

Reoffer
Prospectus
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933.

                 SANTA BARBARA BANCORP
                   COMMON STOCK
                (without par value)

       Offered as set forth in this document
            pursuant to the

      SANTA BARBARA BANK & TRUST
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

SANTA BARBARA BANCORP DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN

   and

SANTA BARBARA BANCORP STOCK OPTION PLAN

This Prospectus covers (a) distributions, offers and/or
sales of Common Stock of Santa Barbara Bancorp (the
"Company") from the Santa Barbara Bank & Trust Employee
Stock Ownership Plan and Trust ("ESOP"), the Santa Barbara
Bancorp Stock Option Plan, the Santa Barbara Bancorp
Directors Stock Option Plan, the Santa Barbara Bancorp 1996

Directors Stock Option Plan, and the Santa Barbara Bancorp
Restricted Stock Option Plan to participants in such Plans
(the plans are collectively referred to as the "Plans"),
one or more of which Plans may be deemed to be "affiliates"
of the Company ; and (b) resales of Common Stock, if any,
distributed under the Plans by persons who may be deemed
"affiliates" of the Company.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this document is May 22, 1996.

STATEMENT OF AVAILABLE INFORMATION

     The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith the Company
files reports and other information with the Securities and
Exchange Commission (the "Commission").  Reports, proxy
statements and other information filed by the Company may
be inspected, and copies of such material may be obtained
at prescribed rates, at the public reference facilities
maintained by the Commission in Washington, D.C., and at
its New York, Chicago and Los Angeles regional offices.
The addresses of these facilities are as follows:

Securities and Exchange Commission
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

New York Regional Office
Federal Plaza
New York, N.Y. 10007

Chicago Regional Office
Everett McKinley Dirkson Bldg.
219 South Dearborn Street
Room 204
Chicago, Illinois 60604

Los Angeles Regional Office 26
5757 Wilshire Boulevard
Room 1204
Los Angeles, California 90036

     The Company will distribute to its shareholders and to
all participants under the Plans (a) annual reports
containing financial statements which have been certified
by its independent certified public accountants, (b) any
quarterly reports that may be distributed to shareholders
generally, containing unaudited financial information for
the first three quarters of each fiscal year, and (c)

copies of all other reports, proxy statements and other
communications distributed to shareholders generally.

     This Prospectus does not contain all information set
forth in the Registration Statement and Exhibits thereto
which the Company has filed with the Commission.  Any
statements contained herein concerning the provisions of
any document filed as an Exhibit to the Registration
Statement are not necessarily complete, and in each
instance, reference is made to the copy of such document
filed as an Exhibit to the Registration Statement or
otherwise filed with the Commission.  Each such statement
is qualified in its entirety by such reference.

     No person has been authorized to give any information
or to make any representations, other than those contained
in this Prospectus, in connection with the offer contained
herein, and if given or made, such information or
representations must not be relied upon as having been
authorized by the Company.  This Prospectus does not
constitute an offer to sell, or a solicitation of any offer
to buy, the securities covered by this Prospectus in any
State or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this
Prospectus nor any sale hereunder under any circumstances
shall create an implication that there has been no change
of the facts set forth in this Prospectus since the date
hereof.

     The Company will provide without charge to each person
to whom a Prospectus is delivered, upon oral or written
request of such person, a copy of any and all of the
information incorporated by reference in the Registration
Statement (not including exhibits to the information that
is incorporated by reference, unless such exhibits are
specifically incorporated by reference into the information
that the Registration Statement incorporates).  (See
"Incorporation of Certain Documents" for a description of
these documents.)  Requests for such information or for
additional information about the Company or any of the
Plans should be directed to:

                       Clare McGivney
               Assistant Corporate Secretary
                  Santa Barbara Bancorp
                  1021 Anacapa Street
             Santa Barbara, California 93101
                   (805) 564-6300

TABLE OF CONTENTS
Title                                 Page No.

THE COMPANY                              1
SELLING SECURITY HOLDERS                 1
INCORPORATION OF CERTAIN DOCUMENTS       2
MANNER OF DISTRIBUTION                   2
CAPITAL STOCK OF THE COMPANY             3
EXPERTS                                  4
INDEMNIFICATION                          4
APPENDIX A                             A-1
APPENDIX B                             B-1

THE COMPANY

     Santa Barbara Bancorp (the "Company") is a bank
holding company organized under the Bank Holding Act of
1957, as amended.  It was incorporated under the laws of
the State of California on December 7, 1981.  The Company
owns all of the outstanding shares of the capital stock of
Santa Barbara Bank & Trust (the "Bank").  As a bank holding
company, the Company is subject to the supervision and
regulation of the Board of Governors of the Federal Reserve
System.

     The Bank is a wholly owned, operating subsidiary of
the Company.  It was incorporated under the laws of the
State of California on April 13, 1979, and was licensed by
the California State Banking Department and commenced
operation as a California state-chartered bank in 1979.
Prior to 1979, the Bank operated as Santa Barbara National
Bank, which commenced operations in 1960.  The Bank is
subject to regulation by the California Superintendent of
Banks and by the Federal Reserve Bank.

     SBBT Service Corporation is a wholly owned subsidiary
of the Company ("Service Corporation").  It was
incorporated under the laws of the State of California in
July 1988.  It is engaged in the business of providing
interbank courier services and management consulting
services to unaffiliated financial institutions throughout
the Counties of Santa Barbara, San Luis Obispo and Ventura,
California.

     The principal executive offices of the Company are
located at 1021 Anacapa Street, Santa Barbara, California
93101, telephone number (805) 564-6300.

SELLING SECURITY HOLDERS

     This Prospectus covers distributions of Common Stock
of the Company from the Plans to participants under the
Plans (which may involve offers and/or sales of such Common
Stock to participants).  Distributions will not be made at
the present time, but will occur in accordance with and at
the times established under the Plans.

     This Prospectus also covers the resale by persons who
may be deemed "affiliates" of the Company (as that term is
defined in Rule 405 under the Securities Act of 1933) of
shares of Common Stock that were acquired through
distributions from the Plans and the exercise of options
granted under the Plans.  No such resales are being offered
at the present time.

     Appendix A sets forth the names of those participants
in the ESOP who may be deemed affiliates of the Company, as
well as certain other information regarding the ESOP, all
as of the date of the Appendix.  Such "affiliated"
participants may engage in resales of distributed Common
Stock covered by this Prospectus at some future date,
although no such resales are currently planned by these
participants.  Appendix B lists those affiliates of the
Company who propose, as of the date of the Appendix, to
resell shares of Common Stock acquired under the Plans
pursuant to this Prospectus.  The Company will update

Appendix A and Appendix B from time to time to identify
those affiliates of the Company who hereafter propose to
resell shares of Common Stock acquired under the Plans
pursuant to this Prospectus.

     It is not possible to predict when distributions from
the Plans will be made or when resales by affiliates of
distributed Common Stock may be offered, the method of
disposition of the Common Stock, the price at which
distributed Common Stock may be offered or the use to which
the proceeds of any resales may be put.  This Prospectus
and the relevant Appendices will be amended from time to
time to include the names and related security holding
information of affiliates offering shares for resale
pursuant to this Prospectus.

INCORPORATION OF CERTAIN DOCUMENTS

     By this reference, the following documents filed by
the Company with the Commission are incorporated into and
made a part of this Prospectus:

     1.     The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, filed pursuant to
Section 13(a) of the Exchange Act (which includes the
financial statements of the Company for such year and the
report thereon of the Company's independent public
accountants);

     2.  The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1996, filed pursuant to
Section 13(a) of the Exchange Act; and

     3.  The description of Common Stock contained in
Registrant's Registration Statement on Form 8-A
(Registration No. 0-11113) filed under the Exchange Act,
including any amendment or report subsequently filed by
Registrant for the purpose of updating that description.

     All documents filed with the Commission by the Company
and by each Plan subsequent to the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (prior to the filing of a post-effective
amendment which indicates that all securities offered have
been distributed or sold or which deregisters all
securities then remaining not distributed or unsold) shall
be deemed to be incorporated into and made a part of this
Prospectus from the date of filing of such documents with
the Commission.

MANNER OF DISTRIBUTION

     The shares of Common Stock offered hereby (whether
sales by affiliates or distributions to participants from
one or more of the Plans) may be sold and distributed on
any securities exchange on which the shares may then be
traded or in the over-the-counter market (at prices and at
terms then prevailing) or in negotiated transactions or
otherwise, which transactions may include purchase of some
or all of the shares by broker-dealers or principals, for
resale pursuant to this Prospectus.

CAPITAL STOCK OF THE COMPANY

     The authorized capital of the Company consists of
20,000,000 shares of Common Stock.  The holders of the
Company's Common Stock outstanding from time to time are
entitled to receive, out of assets legally available
therefor, dividends at such time and in such amounts as the
Board of Directors may determine.  Upon liquidation,
dissolution or winding-up of the Company, the assets of the
Company legally available for distribution to shareholders
will be distributed ratably among the holders of the
outstanding Common Stock.  Holders of Common Stock have no
conversion or preemptive rights.  Shareholders have no
liability for further calls upon shares, and all the shares
of Common Stock outstanding are fully paid and
nonassessable.

     Each shareholder is entitled to one vote for each
share of the Company's Common Stock held by such
shareholder.  When electing Directors of the Company, each
shareholder has the right to vote cumulatively in
accordance with requirements set forth in the Company's
Bylaws and by statute.

     The Company's Articles of Incorporation contain a
provision of a type commonly known as a "fair price"
provision.  In general the Articles require the approval by
holders of 66.67% of the outstanding voting shares (as
defined in the Articles) of the Company as a condition for
mergers, certain other business combinations and similar
transactions involving the Company ("Business
Combinations") and any holder of 10% or more of the
outstanding voting shares of the Company (a "Ten Percent
Shareholder") unless either (a) the transaction is approved
by a majority of the "Disinterested Directors" [namely,
members of the Board who are neither affiliated with the
Ten Percent Shareholder nor nominated, elected or appointed
to the Board by such Shareholder] or (b) certain minimum
price, form of consideration and procedural requirements
are met.  The Articles also require the approval by the
holders of 66.67% of the outstanding voting shares of the
Company to amend or repeal, or adopt provisions
inconsistent with the "fair price" provisions at any time
in the future.

     These "fair price" provisions are intended to provide
a measure of assurance that all shareholders of the Company
will be treated similarly in the event of certain Business
Combinations involving a Ten Percent Shareholder.  The
overall effect of these proposals may be to render more
difficult the accomplishment of mergers or certain other
Business Combinations or the assumption of control by a
substantial shareholder without the prior approval of the
Board, and thus to make more difficult the removal of
management.  The "fair price" provisions in the Articles
are designed to protect minority shareholders from a
purchaser using two-tier pricing and similar tactics in an
attempt to take over the Company.  The provisions are not
designed to prevent or discourage tender offers for all of
the Company's Common Stock or Business Combinations
approved by a majority of the Disinterested Directors.
They generally should not prevent a tender offer or other

Business Combination in which each shareholder receives
substantially the same price for his or her shares as each
other shareholder or which the Board of Directors has
approved.  Except for these restrictions on certain
Business Combinations, the Articles do not prevent a holder
of a controlling interest from increasing his or her share
ownership interest.

EXPERTS

     The financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur
Andersen & Co., independent public accountants, as
indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said
reports.

INDEMNIFICATION

     Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to
the General Corporation Law of the State of California and
under the Company's Bylaws, Articles of Incorporation or
otherwise, the Company has been informed that in the
opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.

     Section 317 of the California Corporation Code
provides broad authority for a court to award, or for a
corporation's Board of Directors to grant, indemnification
to directors and officers for liabilities incurred in
connection with their activities in such capacities
(including reimbursement for expenses incurred).

     Pursuant to Article VI of its Bylaws, the Company is
authorized to indemnify its directors, officers and any
other persons acting as agents of the Company to the
maximum extent permitted under California law.  Pursuant to
authorization contained in said Article VI of the Bylaws,
the Company has obtained and continues to carry a policy of
officers and directors liability and corporate
reimbursement insurance in connection with such
indemnification.

APPENDIX A
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996

1.     ESOP DISTRIBUTIONS OF STOCK

     A distribution of Common Stock of the Company is being
or will be made in the amounts and to the individuals named
below, as a result of termination of these individuals as
participants in the Company's Employee Stock Ownership Plan
("ESOP").

Participant Name                               Number of
Shares

Because the ESOP may be deemed an "affiliate" of the
Company, these distributions of stock may be considered a
sale of the distributed stock by the ESOP.

     A.     Members of the ESOP Committee

          The names and addresses of the Advisory Committee
of the ESOP, as of the date of this Appendix, are as
follows:

Donald M. Anderson
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

David W. Spainhour
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

John J. McGrath
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Kent Vining
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Jay D. Smith
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Paulette Posch
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

William S. Thomas, Jr.
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

2.     AFFILIATE STATUS OF ESOP

     As of the date of this Appendix, and prior to the
distribution of stock from the ESOP, as described in
Paragraph 1, above, the ESOP owned 546,758 shares of Common
Stock of the Company, or 10.67% of the issued and
outstanding Common Stock.  After the distribution the ESOP
will own              shares, or
    %.  The Trustee of the ESOP is Santa Barbara Bank &
Trust, a subsidiary of the Company.  Further, each of the
members of the Board of Directors of the Trustee, as well
as each of the members of the Advisory Committee of the
ESOP, is either a director, officer or employee of the
Company.  As a result, the Trustee may be deemed to be
controlled by the Company.

                                        Share Ownership in
Name                   Position            ESOP(1)    Other
ESOP                                               546,758 (2)
Donald M. Anderson     Director
                       and Chairman        35,006      183,737

Edward E. Birch        Director            12,405        5,188

Frank H. Barranco      Director             3,750        8,360

Richard M. Davis       Director             3,000        7,050

Anthony Guntermann     Director            13,146       18,468

Dale E. Hanst          Director            18,273       19,574

Harry B. Powell        Director             5,000        4,967

David W. Spainhour     Director            36,353      122,238

John McGrath           Senior Vice
                       President           29,454       17,539

Jay Donald Smith       Senior Vice
                       President           31,800       30,830

Kent Vining            Senior Vice
                       President           30,962          16

William S. Thomas, Jr. Senior Vice
                       President            2,000       4,727

Paulette Posch         Vice President       5,544       3,923

(1) Includes shares allocated under the ESOP to the
accounts of the individuals listed above and shares that
may be acquired through the exercise of stock options
granted under the Plans that are currently exercisable or
will be exercisable at any time during the sixty (60)-day
period following the date of this Appendix.

(2)  Includes all shares held in the ESOP, including shares
allocated under the ESOP to the accounts of one or more of
the individuals listed above (and thus such shares are
included in the table more than once).

APPENDIX B
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996.

1.     RESALE BY AFFILIATES

     Set forth below are the names of the persons who are
affiliates of the Company and who propose to resell shares
of Common Stock of the Company pursuant to this Reoffer
Prospectus and the number of shares of Common Stock
proposed to be resold.

     Name                                   Number of
Shares

     This Reoffer Prospectus relates only to shares of
Common Stock acquired by the foregoing persons through
distributions from the Plans or upon exercise of stock
options granted under the Plans.

CROSS-REFERENCE SHEET

Cross-Reference Sheet Showing Location in Prospectus of
Information Required by Items of Form S-8*

Item Number and Caption in Form S-8     Caption in Prospectus

1.     Plan Information

2.     Registrant Information and
       Employee Plan Annual Information

3.     Incorporation of Documents by Reference

4.     Description of Securities

5.     Interests of Named Experts and Counsel

6.     Indemnification of Directors and Officers

7.     Exemption from Registration Claimed

8.     Exhibits

9.     Undertakings

 *Pursuant to Rule 428 and the Note to Part I of Form S-8
the Prospectus to be used in connection with the offer and
sale of the securities covered by this Registration
Statement is not being filed with this Registration
Statement.

EXPLANATORY NOTE

     This Registration Statement covers the registration of
up to 150,000 shares of Common Stock issuable upon exercise
of stock options granted under the Company's 1996 Directors
Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual
Information*

 *The Part I information required to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 promulgated under the
Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

     (1)     Registrant's Annual Report on Form 10-K for
its fiscal year ended December 31, 1995 (Commission file
number 0-11113), which Report incorporates by reference
certain information contained in Registrant's definitive
proxy statement (the "1996 Proxy Statement") for
Registrant's April 23, 1996 annual meeting of shareholders;

     (2)     Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, 1996; and

     (3)     The description of Registrant's Common Stock
contained in Registrant's Registration Statement on Form 8-
A (Registration No. 0-11113) under the Securities Exchange

Act of 1934, including any amendment or report subsequently
filed by Registrant for the purpose of updating that
description.

     In addition, all documents subsequently filed by
Registrant 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 to this Registration
Statement which indicates that all securities offered under
this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing
of such documents.

Item 4.     Description of Securities

     Not applicable.

Item 5.     Interests of Named Experts and Counsel

     Counsel for Registrant, Schramm & Raddue, has rendered
an opinion to the effect that Registrant's shares of Common
Stock covered by the Registration Statement will be duly
and validly issued, fully paid and non-assessable upon
issuance.

     Dale E. Hanst, a director of Registrant, is a partner
in the firm of Schramm & Raddue.  Mr. Hanst owns 19,574
shares of Registrant's Common Stock and holds options to
purchase approximately 16,831 shares of Registrant's Common
Stock.  Certain other attorneys of Schramm & Raddue own an
aggregate of approximately 14,524 shares of Registrant's
Common Stock.  In addition, certain attorneys of Schramm &
Raddue serve as fiduciaries for various trust accounts.
These trust accounts own an aggregate of approximately
10,139 shares of Registrant's Common Stock, as to which
shares the attorneys serving as fiduciaries disclaim
beneficial ownership.

Item 6.     Indemnification of Directors and Officers

     The Board of Directors of Registrant has resolved to
indemnify the officers and directors of Registrant to the
full extent permitted by Section 317 of the California
General Corporation Law, and Article VI of Registrant's
Bylaws provides for indemnification of officers and
directors to the same extent.  Section 317 of the
California General Corporation Law makes provision for the
indemnification of officers and directors under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of
1933.  On January 27, 1988, Registrant's Board of Directors
approved amendments to Registrant's Articles of
Incorporation providing for the indemnification of
directors and officers of the Company to the fullest extent
permitted under California law.  These amendments limit the
personal monetary liability of directors in performing
their duties on behalf of Registrant, to the extent
permitted by the California General Corporation Law, and
permit Registrant to indemnify its directors and officers
against certain liabilities and expenses, to the extent
permitted by the California General Corporation Law.  These

amendments and the entering into of indemnification
agreements were approved by Registrant's stockholders at
the annual stockholders' meeting held on March 30, 1988.
In addition, Registrant maintains a directors' and
officers' liability insurance policy that insures its
directors and officers against certain liabilities,
including certain liabilities under the Securities Act of
1933.

Item 7.     Exception from Registration Claimed

     Not applicable.

Item 8.     Exhibits

     The following Exhibits are filed as a part of this
Registration Statement:

     4.1     The Santa Barbara Bancorp 1996 Directors Stock
Option Plan

        4.1.1     Form of Directors Stock Option Agreement

        4.1.2     Form of Directors "Reload" Option
Agreement

     5.1     Opinion of Schramm & Raddue

     24.1     Consent of Arthur Andersen, LLP

     24.2     Consent of Schramm & Raddue (included in
Opinion of
              Schramm & Raddue filed as Exhibit 5.1 herein)

Item 9.     Undertakings

     (A)     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 this
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 this Registration Statement;

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

Provided however, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed by Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934

that are incorporated by reference in this 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.

     (B)     The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of 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 this
Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
herein, and the offering of such securities at that time
shall be deemed to be in the initial bona- fide offering
thereof.

     (C)     (1)     The undersigned Registrant hereby
undertakes to deliver or cause to be delivered with the
Prospectus to each person to whom the Prospectus is sent or
given a copy of Registrant's annual report to stockholders
for its last fiscal year, unless such employee otherwise
has received a copy of such report, in which case
Registrant shall state in the Prospectus that it will
promptly furnish, without charge, a copy of such report on
written request of the employee.  If the last fiscal year
of Registrant has ended within 120 days prior to the use of
the Prospectus, the annual report of Registrant for the
preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year
will be furnished to each such employee.

          (2)     The undersigned Registrant hereby
undertakes to transmit or cause to be transmitted to all
employees participating in the Plan who do not otherwise
receive such material as stockholders of Registrant, at the
time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders
generally.

     (D)     The undersigned Registrant and plan hereby
undertake to transmit or cause to be transmitted promptly,
without charge, to any participant in the plan who makes a
written request, a copy of the then latest annual report of
the plan filed pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Form 11-K).  If such report is filed
separately on Form 11-K, such form shall be delivered upon
written request.  If such report is filed as part of the
Registrant's annual report on Form 10-K, that entire report

(excluding exhibits) shall be delivered upon written
request.  If such report is filed as a part of the
Registrant's annual report to stockholders delivered
pursuant to paragraph (1) or (2) of this undertaking,
additional delivery shall not be required.

     (E)     Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or
otherwise, 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 Registrant of expenses incurred
or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suite
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, 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.

POWER OF ATTORNEY

     Each director and/or officer of the Registrant whose
signature appears below hereby appoints David W. Spainhour,
William  S. Thomas, Jr., Jay D. Smith, and Donald Lafler,
and each of them severally, as his attorney-in-fact to sign
in his name and behalf, in any and all capacities stated
below, and to file with the Commission any and all
amendments, including post-effective amendments, to this
Registration Statement, and the Registrant hereby also
appoints each such person as his attorney-in-fact with like
authority to sign and file any such amendments in his name
and behalf.

SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933 the Registrant 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, there unto duly authorized, in the City of
Santa Barbara, State of California, on May 22, 1996.

             SANTA BARBARA BANCORP

              By   /s/ David W. Spainhour
                   David W. Spainhour
                   President/Chief Executive 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:

Signature                   Title                 Date
/s/ Donald M. Anderson
    Donald M. Anderson      Chairman of the
                            Board and Director    May 22, 1996

/s/ David W. Spainhour
    David W. Spainhour      President,
                            Chief Executive
                            Officer and Director  May 22, 1996

/s/ William S. Thomas, Jr.
    William S. Thomas, Jr.  Vice Chairman,
                            Chief Operating
                            Officer and Director   May 22, 1996

/s/ Donald Lafler
    Donald Lafler           Senior Vice President and
                            Chief Financial Officer
                    (Principal Financial Officer)   May 22, 1996

/s/ Edwin Stonefelt
    Edwin Stonefelt         Vice President
                     (Principal Accounting Officer) May 22, 1996

/s/ Franco Barranco, M.D.
    Franco Barranco, M.D.   Director                May 22, 1996

/s/ Edward E. Birch
    Edward E. Birch         Director                May 22, 1996

/s/ Richard M. Davis
    Richard M. Davis        Director                May 22, 1996

/s/ Anthony Gunterman
    Anthony Gunterman       Director                May 22, 1996

/s/ Dale E. Hanst
    Dale E. Hanst           Director                May 22, 1996

/s/ Harry B. Powell
    Harry B. Powell         Director                May 22, 1996

EXHIBIT INDEX

Exhibit Number    Description of Item
Sequential Page
    4.1           The Santa Barbara Bancorp
                  1996 Directors Stock Option
                  Plan

     4.1.1        Form of Directors Stock Option
                  Agreement

     4.1.2        Form of Directors "Reload" Option
                  Agreement

    5.1           Opinion of Schramm & Raddue

   24.1           Consent of Arthur Andersen, LLP

   24.2           Consent of Schramm & Raddue (included in
                  Opinion of Schramm & Raddue filed as
                  Exhibit 5.1 herein)

SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN

Exhibit 4.1
SANTA BARBARA BANCORP

1996 DIRECTORS STOCK OPTION PLAN

1.     PURPOSES OF THE PLAN

     The purposes of this 1996 Directors Stock Option Plan
are to attract, motivate and retain the best available
Directors for the Company and each of the Company Parent
and Subsidiaries and to provide them with additional
incentive to promote the success of the Company's business.

2.     DEFINITIONS

     As used herein, the following definitions shall apply:

     2.1      "Board of Directors" shall mean the Board of
Directors of the Company.

     2.2      "Code" shall mean the Internal Revenue Code
of 1986, as amended.

     2.3      "Commission" shall mean the Securities and
Exchange Commission.

     2.4      "Common Stock" shall mean the Common Stock of
the Company.

     2.5      "Company" shall mean Santa Barbara Bancorp, a
California corporation.

     2.6      "Disability" shall mean total and permanent
disability as defined in Section 22(e)(3) of the Code.

     2.7      "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

     2.8      "Fair Market Value" shall mean, as of any
date, the value of the Common Stock determined as follows.

          2.8.1      If the Common Stock is listed on an
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of
the National Association of Securities Dealers, Inc.

Automated Quotation ("NASDAQ") System, the Fair Market
Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the date of
determination.

          2.8.2      If the Common Stock is quoted on the
NASDAQ System (but not on the Nasdaq National Market
thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market
Value of a share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on
the last market trading day prior to the date of
determination.
     2.9      "Option" shall mean a stock option granted
pursuant to the Plan and shall include Reload Options.  All
Options granted hereunder shall be "nonstatutory stock
options" and each such Option shall be evidenced by a
written Stock Option Agreement.

     2.10      "Optioned Stock" shall mean the Common Stock
subject to an Option.

     2.11      "Optionee" shall mean a Director who
receives an Option.

     2.12      "Parent" shall mean a "parent corporation,"
whether now or hereafter existing, as defined in Section
424(e) of the Code.

     2.13      "Plan" shall mean this 1996 Directors Stock
Option Plan.

     2.14      "Rule 16b-3" shall mean Rule 16b-3
promulgated under the Exchange Act or any successor to Rule
16b-3 in effect at the time in question.

     2.15      "Section 16(b)" shall mean Section 16(b) of
the Exchange Act.

     2.16      "Subsidiary" shall mean a "subsidiary
corporation," whether now or hereafter existing, as defined
as Section 424(f) of the Code.

3.     STOCK SUBJECT TO THE PLAN

     3.1      Original Reserve.  Subject to the provisions
of Section 14 and Section 15 of the Plan, the maximum
aggregate number of shares which are reserved for issuance
upon exercise of Options granted under the Plan is One
Hundred Fifty Thousand (150,000) shares of Common Stock.

     3.2      Adjustments In Reserve.  In the event that
any outstanding Option granted under the Plan expires or is
terminated without exercise, or with only partial exercise,
prior to the end of the period during which Options may be
granted under the Plan, the shares allocable to the
unexercised portion of such Option shall be added back into
the Reserve and may again be subject to Option under the
Plan.

4.      ELIGIBILITY

     Options may be granted only to Directors of the
Company, or any Parent or Subsidiary, who are not otherwise
employed by the Company or any Parent or Subsidiary.  In
addition, notwithstanding any other provision contained in
this Plan, no Director shall be eligible to participate in
the Plan if such individual owns stock and securities
possessing more than ten percent (10%) of the total
combined voting power or value of all classes of stock of
the Company or any Parent or Subsidiary.  Notwithstanding
anything in this Plan to the contrary, no person shall be
entitled to the grant of more than one Option during or
with respect to any year by reason of such person acting as
a Director of more than one of the Company, the Parent or a
Subsidiary.  No person shall be eligible to receive the
grant of an Option under this Plan as of July 1 of any year
unless he or she is a Director of the Company or such
Parent or Subsidiary on such date.

5.     FORMULA FOR GRANT OF OPTIONS

     Options shall be granted under this Plan in accordance
with the following schedule.

     5.1      Grants to All Participants; Number of Shares
and Timing.  Each eligible Director of the Company shall
receive a grant of an Option for One Thousand Five Hundred
(1,500) shares of the Common Stock of the Company on July
1, 1996, and on July 1 of each year thereafter during the
term of the Plan for so long as there shall remain shares
available in the Reserve established pursuant to Section 3,
above.  Notwithstanding the foregoing, no Options shall be
granted under this Plan prior to the approval of this Plan
by the shareholders of the Company.  In the event that
there shall at any time be an insufficient number of shares
remaining available in the Reserve to award and grant to
each of the Directors an Option covering the full number of
shares then to be awarded, then and in such event each
Director shall receive an Option covering a pro rata number
of shares, calculated on the basis of the number of
Directors then eligible to participate in the award.
Nothing in this Plan or any Stock Option Agreement shall
obligate the Company to increase the number of shares in
the Reserve so that the Company may grant Options to
eligible Directors throughout the entire term of this Plan
or to grant Options or other rights to any Director after
Options covering the total number of shares in the Reserve
have been granted or after the expiration of the term of
the Plan.

     5.2      Adjustment in Number of Option Shares.  The
number of shares covered by the Options to be awarded to
each Director pursuant to Section 5.1, above, shall be
adjusted in accordance with the provisions of Sections 14
and 15, below.

     5.3      Nondiscretionary Plan.  No discretion
concerning any decisions regarding the Plan shall be
afforded to any person who is not a "disinterested person,"
as that term is defined under Rule 16b-3.

     5.4      Single Annual Option.  The Company shall be
obligated to grant to each eligible Director under Section
5.1, above, only one (1) Option during or with respect to
any year.  Notwithstanding anything in this Plan to the
contrary, no person shall be entitled to the grant of more
than one Option during or with respect to any year by
reason of such person acting as a Director of more than one
of the Company, the Parent or a Subsidiary.

6.     TERM OF PLAN

     This Plan has been adopted by the Board of Directors
as of February 27, 1996.  The term of the Plan shall begin
as of February 27, 1996, and shall continue until December
31, 2005, unless terminated sooner in accordance with the
provisions of the Plan.

7.     TERM OF OPTION
     Subject to the provisions of Section 9, below, the
term of each Option shall be five (5) years from the date
of grant thereof.  Each Option granted under this Plan
shall be deemed granted as of July 1 of the year of grant,
regardless of the date on which the Stock Option Agreement
is delivered to or received by the Optionee.

8.     EXERCISE PRICE AND CONSIDERATION

     8.1      Exercise Price.  The exercise price per share
for the shares to be issued upon exercise of an Option
shall be 100% of the Fair Market Value per share of Common
Stock on the date of grant of the Option.

     8.2      Consideration.  The consideration to be paid
for the shares to be issued upon exercise of an Option
shall consist entirely of cash, cashier's or bank certified
check, or other shares of Common Stock having a Fair Market
Value on the date of exercise of the Option equal to the
exercise price for the shares as to which the Option is
being exercised, or any combination of such methods of
payment.  In the event that the exercise price is paid,
whether in whole or in part, through the tender of shares
of Common Stock already owned by the Optionee, then the
Option must be exercised for a minimum of at least 100
shares or the total number of shares subject to the Option,
if less than 100 shares.

9.     EXERCISE OF OPTION

     9.1      Six-Month Vesting Period.  Any Option shall
become exercisable only after the expiration of six (6)
months following the date of grant of such Option.
Thereafter, the Option shall be fully vested and shall be
exercisable in whole or in part at any time and from time
to time during the term of the Option.

     9.2      Procedure for Exercise.  An Option shall be
deemed to be exercised when the Optionee has delivered to
the Company written notice of such exercise and full
payment of the exercise price for the shares with respect
to which the Option is being exercised.  Full payment shall
consist of such consideration as is allowable under Section
8.2, above.  An Option may not be granted or exercised for
a fraction of a share.  Exercise of an Option in any manner

shall result in a decrease in the number of shares which
thereafter may be available, both for the purposes of the
Plan and for issuance under the Option, by the number of
shares as to which the Option is exercised.  Optionee may
designate in the notice of exercise that some or all of the
shares of Common Stock or other securities to be issued
upon such exercise shall be issued in the name of
Optionee's spouse, the trustee of a revocable trust in
which Optionee and his or her spouse are the sole primary
beneficiaries, Optionee's prior spouse, or any combination
of the foregoing.  Notwithstanding anything herein to the
contrary, Optionee may not designate in the notice of
exercise that any of the shares of Common Stock or other
securities shall be issued to Optionee's prior spouse
unless such issuance is to be made incident to Optionee's
divorce within the meaning of Section 1041 of the Code and
to a qualified domestic relations order as defined in
Section 414(p)(1)(B) of the Code which satisfies the
provisions of Section 414(p)(1)(A) of the Code.  The
Company may rely on a representation of the Optionee, or
such other evidence as the Company deems appropriate, for
purposes of determining the propriety of the exercise of
any Option and the compliance of such exercise with the
terms of this Plan and any applicable Stock Option
Agreement.  The Company shall have no obligation to
independently investigate the propriety of the exercise of
any Option or the compliance of such exercise with the
terms of this Plan or any applicable Stock Option
Agreement.

     9.3      Rights as a Shareholder.  Until the issuance
(as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing the shares of
Common Stock, the Optionee shall have no right to vote or
receive dividends or any other rights as a shareholder with
respect to the Optioned Stock, notwithstanding the exercise
of the Option.  No adjustment shall be made in the exercise
price payable on the exercise of any Option or the number
of shares of Common Stock or other securities or property
issuable upon exercise of an Option for any dividend,
distribution or other right for which the record date is
prior to the date the stock certificate is issued to
Optionee with respect to any Optioned Stock, except as
provided in Section 14 and Section 15, below.

     9.4      Termination of Status as Director.  If an
Optionee's continuous status as a Director is terminated
other than for cause or by reason of the Optionee's death
or disability, the Optionee may, but only within the three
(3)-month period from the date of the termination of the
Optionee's status as a Director (but not later than the
expiration of the term of the Option), exercise any
outstanding Option (including any "reload" Option) to the
extent that the Option was exercisable at the date of such
termination.  If the Optionee does not exercise the Option
in full during such 3-month period, the unexercised portion
of the Option shall terminate at the close of business,
California time, on the last business day of such 3-month
period and thereafter shall not be exercisable in whole or
in part.  Notwithstanding anything in this Section to the
contrary, if the Option is not exercisable on the date of
the termination of the Optionee's status as a Director,

then the Option shall terminate simultaneously with the
termination of the Optionee's status as a Director and
thereafter shall not be exercisable in whole or in part.

     9.5      Disability of Optionee.  Notwithstanding the
provisions of Section 4.1, above, if an Optionee's
continuous status as a Director is terminated as a result
of the Optionee's death or disability, the Optionee or his
or her estate or personal representative may exercise the
Option to the extent that the Option was exercisable at the
date of such termination in whole or in part at any time
and from time to time during the twelve (12)-month period
from the date of the termination of the Optionee's status
as a Director.  If the Optionee does not exercise the
Option in full during such 12-month period, the unexercised
portion of the Option shall terminate at the close of
business, California time, on the last business day of such
12-month period and thereafter shall not be exercisable in
whole or in part.  Notwithstanding anything in this Section
to the contrary, if the Option is not exercisable on the
date of the termination of the Optionee's status as a
Director, then the Option shall terminate simultaneously
with the termination of the Optionee's status as a Director
and thereafter shall not be exercisable in whole or in
part.

     9.6      Termination for Cause.  If an Optionee's
continuous status as a Director is terminated for cause,
all outstanding Options held by the Optionee shall
terminate simultaneously with the termination of the
Optionee's status as a Director and thereafter shall not be
exercisable in whole or in part.  For purposes of this
Section, an Optionee's status as a Director shall be deemed
to be terminated for "cause" as of the date on which the
Optionee is removed as a Director for any reason described
in Section 304 of the California General Corporation Law.

     9.7      Status as a Director.  The termination of an
Optionee's status as a Director shall be deemed to occur on
the effective date of the earliest of (a) the Optionee's
resignation as a Director, (b) the removal of the Optionee
as a Director, and (c) the Optionee's death.

10.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     The Stock Option Agreements covering all Options
granted under this Plan shall provide that shares of Common
Stock issued upon exercise of the Options may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of for a period equal to the longer of five (5)
years following the date the Option is granted and two (2)
years following the date on which such shares are issued to
the Optionee on exercise of the Option; provided that the
foregoing restriction on transfer shall not apply to an
Optionee's transfer of shares of Common Stock (a) to the
Company in payment of all or any portion of the exercise
price payable upon exercise of an Option or the
satisfaction of any income tax withholding obligation with
respect to any subsequent exercise of an Option or (b) to
the acquiring party in any transaction describe din Section
15, below, in which the Company is not the surviving
corporation.  Appropriate legends shall be placed on any
certificates evidencing such restricted shares of Common

Stock and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

11.     RELOAD FEATURES

     11.1      Grant of Reload Options.  Whenever the
holder of an Option granted under this Plan (including any
Reload Options granted under the provisions of this Section
11 or Section 13, below) (the "Original Option") exercises
the Original Option and makes payment of the exercise price
by tendering shares of the Common Stock previously held by
the Optionee, then the Optionee shall be entitled to
receive and the Company shall grant the Optionee a new
option (the "Reload Option") for that number of shares of
the Common Stock which is equal to the number of shares
tendered by the Optionee in payment of the exercise price
for the Original Option being exercised.  All such Reload
Options granted hereunder shall be on the following terms
and conditions.

          11.1.1      Exercise Price.  The exercise price
per share shall be an amount equal to the Fair Market Value
per share of the Common Stock as of the date of exercise of
the Original Option.

          11.1.2      Expiration Date.  The term of the
Reload Option shall begin as of the date of exercise of the
Original Option and, unless terminated sooner pursuant to
the terms of this Plan or Stock Option Agreement, shall
terminate five (5) years thereafter.

          11.1.3      Vesting Period.  Any Reload Option
shall become exercisable one (1) year following the date of
grant of such Reload Option.  Thereafter the Reload Option
shall be fully vested and shall be exercisable in whole or
in part at any time and from time to time during the term
of the Reload Option.

          11.1.4      Other Terms.  All other terms of
Reload Options granted hereunder shall be identical to the
terms and conditions of the Original Option, the exercise
of which gives rise to the grant of the Reload Option.

     11.2      Restrictions on Reload Options.  Any and all
Reload Options granted pursuant to this Section 11 (or
Section 13, below) shall be subject to the following
conditions and restrictions.

          11.2.1      Holding Period of Shares Tendered.
No Reload Option shall be granted pursuant to Section 11.1,
above, unless the shares of Common Stock tendered upon
exercise of the Original Option in payment therefore have
been held by the Optionee for a period of more than six (6)
months prior to the exercise of the Original Option.  The
Company may rely on a representation of the Optionee, or
such other evidence as the Company deems appropriate, for
purposes of determining the holding period of any shares
surrendered on exercise of an Option and the compliance of
such exercise with the terms of this Plan and any
applicable Stock Option Agreement.  The Company shall have
no obligation to independently investigate the holding
period or the propriety of the exercise of any Option or

the compliance of such exercise with the terms of this Plan
or any applicable Stock Option Agreement.

          11.2.2      Holding Period of Original Option
Shares.  If any of the shares of Common Stock of the
Company which are issued upon exercise of the Original
Option are sold within one (1) year following the exercise
of the Original Option, then the Reload Option shall
immediately terminate.

          11.2.3      Exception.  The holding period
restrictions set forth in Sections 11.2.1 and 11.2.2,
above, shall not apply to an Optionee's (a) transfer of
shares of Common Stock to the Company in payment of all or
any portion of the exercise price upon exercise of an
Option, whether an Original Option or a Reload Option, or
(b) satisfaction of the Optionee's tax withholding
obligation, if any, by the transfer of shares to the
Company or by the Company's withholding of shares that
would otherwise be issued as a result of the exercise of an
Option.

12.     NONTRANSFERABILITY OF OPTIONS

     No Option or Reload Option may be sold, pledged,
assigned, hypothecated, transferred, or otherwise disposed
of in any manner, other than by will or the laws of descent
and distribution.  Each Option and Reload Option may be
exercised, during the lifetime of the Optionee, only by the
Optionee or his or her guardian or legal representative.

13.     TAX WITHHOLDING

     To the extent that the exercise of any Option
(including any Reload Option) granted hereunder gives rise
to an income tax withholding obligation on the part of the
Company with respect to the Optionee, the Company may
satisfy such obligation on such terms and in accordance
with such procedures as it deems appropriate under
applicable law. At the election of the Optionee, such
withholding obligation may be satisfied through the
Company's retention of shares of the Common Stock which
would otherwise be issued as a result of the exercise of
the Option; provided, however, that such an election must
be an irrevocable election which is made by the Optionee at
least six (6) months prior to the exercise of the Option,
in accordance with regulations and interpretations of the
Commission.  If withholding is made in shares of the Common
Stock, the Company shall grant to the Optionee a Reload
Option, on the terms specified in Section 11, above, for
the number of shares so withheld.

14.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Plan and to the Options
granted under the Plan, and the exercise price of such
Options, in the event of a stock dividend (but only on
Common Stock), stock split, reverse stock split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the

Company, such adjustments shall be made by the members of
the Board of Directors who are not eligible for the grant
of Options under this Plan, the determination of which in
that respect shall be final, binding, and conclusive.

15.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or
(b) a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is
not the surviving corporation or the Company becomes a
wholly owned subsidiary of another corporation, or (c) any
sale of all or substantially all of the Company's assets,
any unexercised Options then outstanding under the Plan
shall be deemed cancelled as of the effective date of any
such liquidation, merger, reorganization, consolidation or
sale, unless the surviving corporation in any such merger,
reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Options
under the Plan or to issue substitute options in place
thereof; provided, that, if any Options granted under the
Plan would be cancelled in accordance with the foregoing,
the Optionee shall have the right, exercisable during a 10-
day period ending on the fifth day prior to the effective
date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Options in whole or
in part even though the Option otherwise was not then
exercisable.  The Company shall give each Optionee at least
thirty (30) days' prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in this Plan or in any Stock Option Agreement to
the contrary, (i) all Option exercises effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale and (ii) if
the Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) all exercises during the foregoing 10-day period
shall cease to be effective ab initio and (B) the
outstanding Options shall be exercisable as otherwise
determined under the applicable Stock Option Agreements and
without consideration of this Section or the corresponding
provisions of any Stock Option Agreement.

16.     AMENDMENT AND TERMINATION OF THE PLAN

     16.1      Amendment and Termination.  The Board of
Directors may amend or terminate the Plan from time to time
in such respects as the Board may deem advisable; provided
that the following revisions or amendments shall require
approval of the shareholders of the Company entitled to
vote:

          16.1.1      Number of Shares.  Any material
increase in the number or shares which may be issued
pursuant to the Plan (other than in accordance with Section
14 and 15, above);

          16.1.2      Eligibility.  Any material
modification of the requirements as to eligibility for
participation in the Plan; or

          16.1.3      Increase in Benefits.  Any material
increase in the benefits accruing to participants under the
Plan.

     16.2      Limitations on Amendment Timing.  The
formula aspects of this Plan, namely the procedures for
determining the Fair Market Value of the Common Stock and
those matters set forth in Section 5, above, shall not be
amended more frequently than once every six (6) months,
other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as
amended, or the rules and regulations thereunder.

     16.3      Effect of Amendment or Termination.  Any
amendment or termination of the Plan shall not affect
Options already granted and such Options shall remain in
full force and effect as if this Plan had not been amended
or terminated, unless mutually agreed otherwise between the
Optionee and the Company, which agreement must be in
writing and signed by the Optionee and the Company.

17.     CONDITIONS UPON ISSUANCE OF SHARES

     17.1      Compliance with Law.  Shares of Common Stock
shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and
delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with
respect to such compliance.
     17.2      Investment Intent.  As a condition to the
exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time
of any such exercise that the shares of Common Stock are
being purchased only for investment and without any present
intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation
is required by applicable law.

     17.3      Governmental Consents.  Inability of the
Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of
any shares of Common Stock hereunder, shall relieve the
Company of any liability in respect of the failure to issue
or sell, or any delay in issuing or selling, such shares as
to which such requisite shall not have been obtained.

18.     RESERVE OF SHARES

     During the term of this Plan, the Company will at all
times reserve and keep available such number of shares as
shall be sufficient to satisfy the requirements of the Plan
(the Plan "Reserve").

19.     OPTION AGREEMENT

     Each Option granted hereunder shall be evidenced by a
written Stock Option Agreement.

20.     INDEMNIFICATION

     In addition to such other rights of indemnification as
they may have as members of the Board of Directors and/or
employees of the Company, the persons administering the
Plan shall be indemnified by the Company against reasonable
expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any
action, suit, or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in
connection with the Plan, any Stock Option Agreement or any
Option granted under the Plan, and against all amounts paid
or payable by them in settlement thereof (provided such
settlement is approved by independent legal counsel
selected by the Company) or paid or payable by them in
satisfaction of a judgment in any action, suit, or
proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit, or proceeding that
such person is liable for gross negligence or willful
misconduct in the performance of his or her duties.  The
indemnification provided in this Section shall be available
only if, within sixty (60) days after institution of any
such action, suit, or proceeding, the person seeking
indemnification shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same.

21.     EFFECTIVE DATE OF PLAN; SHAREHOLDER APPROVAL

     The Plan was adopted by action of the Board of
Directors taken at a duly noticed and held meeting on
February 27, 1996.  The effectiveness of the Plan shall be
subject to approval by the shareholders of the Company
within twelve (12) months after the aforesaid date of the
adoption of the Plan.  The manner and method for approval
of the Plan by the shareholders of the Company must comply
with Rule 16b-3.  If the Plan has not been previously
approved by the shareholders of the Company, the Plan shall
terminate on January 31, 1997.

CERTIFICATE OF SECRETARY

     The undersigned, being the Corporate Secretary of the
Company, does hereby certify that the foregoing Plan was
adopted by the Board of Directors of the Company at a duly
called and held meeting of the Board of Directors on
February 27, 1996, and that the Plan was approved by the
shareholders of the Company at a duly called and held
meeting of the shareholders on April 23, 1996.

Dated: May 22, 1996
           /s/ Jay D. Smith
           Jay D. Smith, Esq.
           Corporate Secretary

FORM OF DIRECTORS STOCK OPTION AGREEMENT

Exhibit 4.1.1

     SANTA BARBARA BANCORP

1996 DIRECTORS STOCK OPTION AGREEMENT

     THIS OPTION AGREEMENT (the "Agreement), is  granted as
of July 1, 19__ (the "Effective Date"), by SANTA BARBARA
BANCORP (the "Company") to                             ,
(the "Optionee").

RECITALS

     WHEREAS, the Company has duly adopted its 1996
Director Stock Option Plan (the "Plan"); and

     WHEREAS, Optionee is entitled under the Plan to an
award and grant of an option;

     NOW, THEREFORE:

1.     GRANT OF OPTION

     The Company hereby grants to Optionee the option to
purchase ("Option") from the Company one thousand five
hundred (1,500) shares of its Common Stock at an exercise
price of $       per share, which price is not less than
the fair market value per share of the Common Stock of the
Company as of the Effective Date.  The Option may be
exercised on the terms and conditions set forth in this
Agreement and the Plan.  In the event of any conflict
between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions
of the Plan shall control.

2.     OPTION PERIOD

     The period during which the Option may be exercised
(the "Option Period") shall commence on the date six (6)
months after the Effective Date and shall terminate five
(5) years after the Effective Date unless the Option is
terminated earlier in accordance with the provisions of
this Agreement.

3.     EXERCISE

     The Option may be exercised in full or in part at any
time and from time to time during the Option Period (except
that it may not be exercised for any fractional shares).
The exercise price must be paid (a) in cash or check or (b)
by the tender of shares of Common Stock of the Company
owned by Optionee having a fair market value on the date of
surrender equal to the aggregate exercise price of the
shares as to which the Option is being exercised, or (c)
any combination of such methods of payment. In the event
that the exercise price is paid, whether in whole or in
part, through the tender of shares of Common Stock of the
Company owned by Optionee, then (i) Optionee shall be
entitled to receive a grant of a Reload Option in
accordance with the terms of the Plan, but (ii) the Option
must be exercised for a minimum of at least 100 shares.

4.     EXPIRATION

     4.1      Termination of Status as Director.  If
Optionee's status as a Director is terminated for any
reason other than cause or Optionee's death or disability,
Optionee may, but only during the three (3)-month period
immediately following the date of the termination of
Optionee's status as a Director (but not later than the
expiration of the term of the Option), exercise the Option
to the extent that the Option was exercisable at the date
of such termination.  If Optionee does not exercise the
Option in full during such 3-month period, the unexercised
portion of the Option shall terminate at the close of
business, California time, on the last business day of such
3-month period and thereafter shall not be exercisable in
whole or in part.  Notwithstanding anything in this Section
to the contrary, if the Option is not exercisable on the
date of the termination of Optionee's status as a Director,
then the Option shall terminate simultaneously with the
termination of Optionee's status as a Director and
thereafter shall not be exercisable in whole or in part.

     4.2      Disability of Optionee.  Notwithstanding the
provisions of Section 4.1, above, if Optionee's status as a
Director is terminated by reason of Optionee's death or
disability (as such term is defined in the Plan), Optionee
or his or her estate or personal representative may
exercise the Option to the extent that the Option was
exercisable at the date of such termination in whole or in
part at any time and from time to time during the twelve
(12)-month period immediately following the date of the
termination of Optionee's status as a Director (but not
later than the expiration of the term of the Option).  If
Optionee does not exercise the Option in full during such
12-month period, the unexercised portion of the Option
shall terminate at the close of business, California time,
on the last business day of such 12-month period and
thereafter shall not be exercisable in whole or in part.
Notwithstanding anything in this Section to the contrary,
if the Option is not exercisable on the date of the
termination of Optionee's status as a Director, then the
Option shall terminate simultaneously with the termination
of Optionee's status as a Director and thereafter shall not
be exercisable in whole or in part.

     4.3      Termination for Cause.  If Optionee's status
as a Director is terminated for cause, the Option shall
terminate simultaneously with the termination of Optionee's
status as a Director and thereafter shall not be
exercisable in whole or in part.  For purposes of this
Section, Optionee's status as a Director shall be deemed to
be terminated for "cause" as of the date on which Optionee
is removed as a Director for any reason described in
Section 304 of the California General Corporation Law, as
amended from time to time.

     4.4      Status as a Director.  The termination of
Optionee's status as a Director shall be deemed to occur on
the effective date of the earliest of (a) Optionee's
resignation as a Director, (b) the removal of Optionee as a
Director, and (c) Optionee's death.

5.      RESTRICTION ON TRANSFER

     None of the shares of Common Stock and other
securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of, without the prior written approval of the
Company, for a period of five (5) years following the
Effective Date and two (2) years following the date of
exercise of the Option as to those shares of Common Stock
and/or other securities issued upon such exercise,
whichever is later.  The foregoing restriction on transfer
shall not apply to Optionee's transfer of shares of Common
Stock to the Company in payment of all or any portion of
the exercise price payable on exercise of the Option or to
Optionee's election to satisfy his or her tax withholding
obligation, if any, with respect to any exercise of the
Option through shares which otherwise would be issued as a
result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares of Common
Stock or securities issued upon exercise of the Option, and
appropriate stop transfer instructions shall be given to
the Company's transfer agent.

6.      TAX WITHHOLDING

     To the extent that the exercise of the Option gives
rise to an obligation on the part of the Company to
withhold income tax from amounts otherwise to be paid to
Optionee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law.  At Optionee's election, withholding may be
made by the Company's retention of shares of Common Stock
of the Company which would otherwise be issued to Optionee
as a result of the exercise of the Option; provided that
such an election must be an irrevocable election which is
made at least six (6) months prior to the exercise of the
Option in accordance with the Rules and regulations
promulgated by the Securities and Exchange Commission (the
"Commission") under Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act").  If withholding is made
in shares of the Company's Common Stock, the Company shall
grant to Optionee, in accordance with the terms and
conditions specified in the Plan, a Reload Option for the
number of shares so withheld.

7.     COMPLIANCE WITH APPLICABLE LAW

     Shares of Common Stock and other securities shall not
be issued pursuant to the exercise of the Option unless the
exercise of the Option and the issuance and delivery of
such shares and securities shall comply with all relevant
provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, the
requirements of any stock exchange on which the shares or
securities then may be listed, and any applicable state
securities laws.  In addition, the Company may require as a
condition to the issuance of any shares or securities
pursuant to the exercise of the Option, an opinion of
counsel for the Company with respect to such compliance.

     As a condition to the exercise of the Option, the
Company may require Optionee to represent and warrant at
the time of such exercise that the shares and securities

are being purchased for investment and without any
intention to sell or distribute such shares or securities
if, in the opinion of counsel for the Company, such a
representation is required for compliance with applicable
law.

     The inability of the Company to obtain authority from
any regulatory body having jurisdiction over the issuance
of any shares of Common Stock or other securities on the
exercise of the Option, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance of
such shares or securities, shall relieve the Company of
liability in respect of the failure to issue such shares or
securities as to which such authority has not been
obtained.  The Company shall use reasonable efforts to
obtain all authority required for the due issuance of any
shares of Common Stock and other securities issuable on
exercise of the Option.

8.     NOTICE OF EXERCISE

     The Option shall be exercised by Optionee's delivery
to the Company of a written notice specifying the number of
shares which Optionee then desires to purchase, accompanied
by full payment of the aggregate exercise price thereof in
accordance with the Plan.  Optionee may designate in the
notice of exercise that some or all of the shares or
securities to be issued on such exercise shall be issued in
the name of Optionee's spouse, the trustee of a revocable
trust in which Optionee and his or her spouse are the sole
primary beneficiaries, Optionee's prior spouse, or any
combination of the foregoing.  Notwithstanding anything in
this Agreement to the contrary, Optionee may not designate
in the notice of exercise that any of the shares shall be
issued to Optionee's ex-spouse unless such issuance is to
be made incident to Optionee's divorce within the meaning
of Section 1041 of the Internal Revenue Code of 1986, as
amended.  The Company shall, as soon as practicable after
its receipt of the notice of exercise and payment of the
exercise price, issue and deliver to Optionee a certificate
or certificates evidencing the number of shares purchased
(excluding any fractional shares), in the name of Optionee
and/or such other person(s) as Optionee has properly
designated in the notice of exercise.  The Company shall
have no obligation to deal directly with, and shall have no
liability to, any person other than Optionee, or Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the delivery of the shares.
Optionee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other
than Optionee, or Optionee's personal representative, who
is designated in the notice of exercise.  The Company shall
pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of the
foregoing stock certificates, except that, in case such
stock certificates shall be registered in a name or names
other than the name of Optionee, funds sufficient to pay
all stock transfer taxes which shall be payable upon the
issuance of such stock certificates shall be paid by
Optionee at the time of the delivery of the notice of
exercise.

9.     NON-TRANSFERABILITY

     This Option is not transferable by Optionee, other
than by will or by the laws of descent and distribution.
This Option is exercisable during Optionee's lifetime only
by Optionee (or his or her guardian or legal
representative).  Any attempt by Optionee to assign or
transfer the Option, other than as provided in this
Section, shall be null and void.  If Optionee designates in
the written notice of exercise any person other than
Optionee, or Optionee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Optionee and the other persons designated in the notice of
exercise represent and warrant to the Company that Optionee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of the Option prior
to Optionee's delivery of the notice of exercise, payment
of the exercise price, and performance of the other
conditions required to be performed by Optionee in
connection with such exercise of the Option, that such
other persons are either Optionee's spouse, the trustee of
a revocable trust in which Optionee and his or her spouse
are the sole primary beneficiaries, or Optionee's ex-spouse
and that the issuance of the shares or securities to such
person is being made incident to Optionee's divorce.

10.     NO RIGHTS AS SHAREHOLDER

     Optionee shall not be deemed to be a shareholder of
the Company with respect to the shares of Common Stock or
other securities covered by the Option, unless and until
such shares or securities shall have been duly issued to
Optionee upon exercise of the Option and the exercise price
shall have been paid in full.

11.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option and the exercise
price of the Option, in the event of a stock dividend (but
only on Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of
Directors of the Company, the determination of which in
that respect shall be final, binding, and conclusive.

12.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or
(b) a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is
not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, or (c) any
sale of all or substantially all of the Company's assets,
any unexercised portion of the Option shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or
to issue substitute options in place thereof; provided

that, if the Option would be cancelled in accordance with
the foregoing, Optionee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or
in part even though the Option Period has not yet begun.
The Company shall give Optionee at least thirty (30) days
prior written notice of the anticipated effective date of
any such liquidation, merger, reorganization, consolidation
or sale.  Notwithstanding anything herein to the contrary,
(i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale, and (ii) if
the Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) such exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the Option
shall be exercisable as otherwise determined under this
Agreement and without consideration of this Section.

13.     INTERPRETATION

     13.1      Coordination with Plan.  This Agreement is
subject to all of the terms and conditions of the Plan, and
in the event of any conflict between any of the provisions
of this Agreement and any of the provisions of the Plan,
the applicable provisions of the Plan shall control.  The
Board of Directors of the Company shall have full power to
interpret the provisions of this Agreement and the Plan and
to decide any dispute which may arise hereunder or
thereunder, and its action shall be final and conclusive
upon all persons affected thereby.  All references in this
Agreement to Optionee shall mean and include Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the time in question.

     13.2      Fair Market Value.  The fair market value of
the Company's Common Stock as of any date shall be the
value of the Common Stock determined as follows.

          13.2.1      If the Common Stock is listed on an
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of
the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market
Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the date of
determination.

          13.2.2      If the Common Stock is quoted on the
NASDAQ System (but not on the Nasdaq National Market
thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market
Value of a share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on
the last market trading day prior to the date of
determination.

14.     RULE 16b-3 LIMITATIONS

     In accordance with Rule 16b-3(c)(1) promulgated by the
Commission under the Exchange Act, and in addition to (but
not in lieu of) any other restrictions imposed under this
Agreement or the Plan, neither the Option nor any of the
underlying shares of Common Stock issuable on its exercise
of the Option, may be sold, transferred, or otherwise
disposed of, whether directly or indirectly, for a period
of six (6) months following the effective date of any
exercise of the Option.
15.     ACKNOWLEDGEMENT OF RECEIPT; OPTION SUBJECT TO PLAN

     Optionee acknowledges receipt of a copy of the Plan,
the Prospectus applicable to the Plan and all other
information regarding the Company and the Plan as Optionee
has reasonably requested.  Optionee  agrees that the Option
granted hereunder is subject to the terms and conditions of
the Plan and that in the event of any inconsistency between
the terms of the Plan and the provisions of this Agreement,
the terms of the Plan shall control.

16.     TAX MATTERS

     Optionee understands that the grant and exercise of
the Option will have tax and legal consequences to Optionee
and that the Company is neither making any representation
to Optionee nor advising Optionee as to the tax or other
legal consequences of the grant or exercise of the Option
or of any other action taken or to be taken by Optionee
under this Agreement or with respect to the Option.
Optionee shall be solely responsible for determining such
tax and legal consequences and for obtaining such advice as
Optionee deems appropriate.

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO OPTIONEE OF THIS AGREEMENT AND OPTIONEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND
THAT THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO
ADVISE, OPTIONEE WITH RESPECT TO ANY SUCH TAX AND LEGAL
CONSEQUENCES, EVEN IF OPTIONEE REQUESTS THE COMPANY TO DO
SO.

17.     SPOUSAL CONSENT

     If Optionee is married or otherwise deemed to have a
spouse for purposes of California law, Optionee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise
of the Option.  Notwithstanding anything in this Agreement
to the contrary, if Optionee is married or otherwise deemed
to have a spouse for purposes of California law, (a) this
Agreement and the Option shall not be effective for any
purpose until Optionee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Optionee any shares of Common Stock
or other securities covered by the Option until Optionee
delivers to the Company a duly executed Spousal Consent
form.

18.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to
the subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no
representations, agreements, arrangements, or
understandings, either written or oral, between or among
the parties with respect to the subject matter hereof which
are not set forth in this Agreement and the Plan.

19.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in
the State of California.

20.     NOTICES

     Any notice given pursuant to this Agreement shall be
in writing and shall be given by personal service or by
United States certified mail, return receipt requested,
postage prepaid to the addresses appearing on the signature
page of this Agreement or such other address as may be
given by either party for purposes of this Agreement.
Notice given by personal service shall be deemed effective
on the date it is delivered to the addressee, and notice
mailed shall be deemed effective on the third day following
its placement in the mail addressed to the addressee.
Either party may change its address for notice purposes by
giving the other party notice of such change in accordance
with this Section.  Notwithstanding anything herein to the
contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular
mail.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first
above written.

"COMPANY":

SANTA BARBARA BANCORP

By:
Its:

Address for Notices:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"OPTIONEE":

Signature of Optionee

Name of Optionee

Address for Notices:

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Directors
Stock Option Agreement (the "Agreement") and that I know
its contents. I am aware that by its provisions my spouse
agrees to not sell the shares of Common Stock and other
securities that may be issued on exercise of the Option,
including my community interest, if any, in them, during
certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
shares of Common Stock and other securities and my
community property interest in them, if any, are subject to
the provisions of the Agreement and that I will take no
action at any time to hinder the operation of the Agreement
or to attempt the sale or transfer of any of the shares of
Common Stock and other securities, including my community
property interest in them, if any, other than pursuant to
the terms of the Agreement.

Date                         spouse of

FORM OF DIRECTORS "RELOAD" OPTION
Exhibit 4.1.2

SANTA BARBARA BANCORP

1996 DIRECTORS STOCK OPTION AGREEMENT

(RELOAD OPTION)

     THIS OPTION AGREEMENT, granted as of       , 19
(the "Effective Date"), by SANTA BARBARA BANCORP, (the
"Company"), to,
      (the "Optionee").

RECITALS:

     A.     The Company has duly adopted its 1996 Directors
Stock Option Plan (the "Plan");

     B.     Optionee has exercised an option previously
granted under the Plan (the "Original Option") through the
tender of shares of the Common Stock of the Company owned
by Optionee; and

     C.     The Company proposes to grant to Optionee under
the Plan a Reload Option with respect to that number of
shares of Common Stock tendered by Optionee to the Company
on exercise of the Original Option;

     NOW, THEREFORE:

1.     GRANT OF OPTION

     The Company hereby grants to Optionee the option to
purchase ("Option") from the Company              (   )
shares of its Common Stock at an exercise price of $
per share, which price is not less than the fair market
value per share of the Common Stock of the Company as of
the Effective Date.  The Option may be exercised on the
terms and conditions set forth in this Agreement and the
Plan.  In the event of any conflict between the terms and
conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan shall
control.

2.     OPTION PERIOD

     The period during which the Option may be exercised
(the "Option Period") shall commence on the date six (6)
months after the Effective Date and shall terminate five
(5) years after the Effective Date unless the Option is
terminated earlier in accordance with the provisions of
this Agreement.

3.     EXERCISE

     The Option may be exercised in full or in part at any
time and from time to time during the Option Period (except
that it may not be exercised for any fractional shares).
The exercise price must be paid (a) in cash or check or (b)
by the tender of shares of Common Stock owned by Optionee,
having a fair market value on the date of surrender equal
to the aggregate exercise price of the shares as to which
the Option is being exercised, or (c) any combination of
such methods of payment. In the event that the exercise
price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company owned by
Optionee, then (i) Optionee shall be entitled to receive a
grant of a Reload Option in accordance with the terms of
the Plan, but (ii) the Option must be exercised for a
minimum of at least 100 shares.

4.     EXPIRATION

     4.1      Termination of Status as Director.  If
Optionee's status as a Director is terminated for any
reason other than cause or Optionee's death or disability,
Optionee may, but only within the three (3)-month period
from the date of the termination of Optionee's status as a
Director (but not later than the expiration of the term of
the Option), exercise the Option to the extent that the
Option was exercisable at the date of such termination.  If
Optionee does not exercise the Option in full during such
3-month period, the unexercised portion of the Option shall
terminate at the close of business, California time, on the
last business day of such 3-month period and thereafter
shall not be exercisable in whole or in part.
Notwithstanding anything in this Section to the contrary,
if the Option is not exercisable on the date of the
termination of Optionee's status as a Director, then the
Option shall terminate simultaneously with the termination

of Optionee's status as a Director and thereafter shall not
be exercisable in whole or in part.

     4.2      Disability of Optionee.  Notwithstanding the
provisions of Section 4.1, above, if Optionee's status as a
Director is terminated by reason of Optionee's death or
disability, Optionee or his or her estate or personal
representative may exercise the Option to the extent that
the Option was exercisable at the date of such termination
in whole or in part at any time and from time to time
during the twelve (12)-month period following the date of
the termination of Optionee's status as a Director (but not
later than the expiration of the term of the Option).  If
Optionee does not exercise the Option in full during such
12-month period, the unexercised portion of the Option
shall terminate at the close of business, California time,
on the last business day of such 12-month period and
thereafter shall not be exercisable in whole or in part.
Notwithstanding anything in this Section to the contrary,
if the Option is not exercisable on the date of the
termination of Optionee's status as a Director, then the
Option shall terminate simultaneously with the termination
of Optionee's status as a Director and thereafter shall not
be exercisable in whole or in part.

     4.3      Termination for Cause.  If Optionee's status
as a Director is terminated for cause, the Option shall
terminate simultaneously with the termination of Optionee's
status as a Director and thereafter shall not be
exercisable in whole or in part.  For purposes of this
Section, Optionee's status as a Director shall be deemed to
be terminated for "cause" as of the date on which Optionee
is removed as a Director for any reason described in
Section 304 of the California General Corporation Law.

     4.4      Status as a Director.  The termination of
Optionee's status as a Director shall be deemed to occur on
the effective date of the earliest of (a) Optionee's
resignation as a Director, (b) the removal of Optionee as a
Director, and (c) Optionee's death.

     4.5      Early Sale of Shares.  If Optionee sells,
within one (1) year after the date of Optionee's exercise
of the Original Option, any of the shares of Common Stock
which were issued on the exercise of the Original Option
with respect to which the Option was granted, the Option
shall terminate automatically on the date of such sale.

5.     RESTRICTION ON TRANSFER

     None of the shares of Common Stock and other
securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of, without the prior written approval of the
Company, for a period of five (5) years following the
Effective Date and two (2) years following the date of
exercise of the Option as to those shares of Common Stock
and/or other securities issued upon such exercise,
whichever is later.  The foregoing restriction on transfer
shall not apply to Optionee's transfer of shares of Common
Stock to the Company in payment of all or any portion of
the exercise price payable on exercise of the Option or to
Optionee's election to satisfy his or her tax withholding

obligation, if any, with respect to any exercise of the
Option through shares which otherwise would be issued as a
result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares of Common
Stock or other securities issued upon exercise of the
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

6.      TAX WITHHOLDING

     To the extent that the exercise of the Option gives
rise to an obligation on the part of the Company to
withhold income tax from amounts otherwise to be paid to
Optionee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law.  At Optionee's election, withholding may be
made by the Company's retention of shares of Common Stock
of the Company which would otherwise be issued to Optionee
as a result of the exercise of the Option; provided that
such an election must be an irrevocable election which is
made at least six (6) months prior to the exercise of the
Option in accordance with the rules and regulations
promulgated by the Securities and Exchange Commission (the
"Commission") under Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act").  If withholding is made
in shares of the Company's Common Stock, the Company shall
grant to Optionee, in accordance with the terms and
conditions specified in the Plan, a Reload Option for the
number of shares so withheld.

7.     COMPLIANCE WITH APPLICABLE LAW

     7.1      Shares of Common Stock and other securities
shall not be issued pursuant to the exercise of the Option
unless the exercise of the Option and the issuance and
delivery of such shares and securities shall comply with
all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated
thereunder, the requirements of any stock exchange on which
the shares or securities then may be listed, and any
applicable state securities laws.  In addition, the Company
may require as a condition to the issuance of any shares or
securities pursuant to the exercise of the Option, an
opinion of counsel for the Company with respect to such
compliance.

     7.2      As a condition to the exercise of the Option,
the Company may require Optionee to represent and warrant
at the time of such exercise that the shares and securities
are being purchased for investment and without any
intention to sell or distribute such shares or securities
if, in the opinion of counsel for the Company, such a
representation is required for compliance with applicable
law.

     7.3      The inability of the Company to obtain
authority from any regulatory body having jurisdiction over
the issuance of any shares of Common Stock or other
securities on the exercise of the Option, which authority
is deemed by the Company's counsel to be necessary to the
lawful issuance of such shares or securities, shall relieve
the Company of liability in respect of the failure to issue

such shares or securities as to which such authority has
not been obtained.  The Company shall use reasonable
efforts to obtain all authority required for the due
issuance of any shares of Common Stock and other securities
issuable on exercise of the Option.

8.     NOTICE OF EXERCISE

     The Option shall be exercised by Optionee's delivery
to the Company of a written notice specifying the number of
shares which Optionee then desires to purchase, accompanied
by full payment of the aggregate exercise price thereof in
accordance with the Plan.  Optionee may designate in the
notice of exercise that some or all of the shares or
securities to be issued on such exercise shall be issued in
the name of Optionee's spouse, the trustee of a revocable
trust in which Optionee and his or her spouse are the sole
primary beneficiaries, Optionee's prior spouse, or any
combination of the foregoing.  Notwithstanding anything in
this Agreement to the contrary, Optionee may not designate
in the notice of exercise that any of the shares shall be
issued to Optionee's ex-spouse unless such issuance is to
be made incident to Optionee's divorce within the meaning
of Section 1041 of the Internal Revenue Code of 1986, as
amended.  The Company shall, as soon as practicable after
its receipt of the notice of exercise and payment of the
exercise price, issue and deliver to Optionee a certificate
or certificates evidencing the number of shares purchased
(excluding any fractional shares), in the name of Optionee
and/or such other person(s) as Optionee has properly
designated in the notice of exercise.  The Company shall
have no obligation to deal directly with, and shall have no
liability to, any person other than Optionee, or Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the delivery of the shares.
Optionee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other
than Optionee, or Optionee's personal representative, who
is designated in the notice of exercise.  The Company shall
pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of the
foregoing stock certificates, except that, in case such
stock certificates shall be registered in a name or names
other than the name of Optionee, funds sufficient to pay
all stock transfer taxes which shall be payable upon the
issuance of such stock certificates shall be paid by
Optionee at the time of the delivery of the notice of
exercise.

9.     NON-TRANSFERABILITY

     This Option is not transferable by Optionee, other
than by will or by the laws of descent and distribution.
This Option is exercisable during Optionee's lifetime only
by Optionee (or his or her guardian or legal
representative).  Any attempt by Optionee to assign or
transfer the Option, other than as provided in this
Section, shall be null and void.  If Optionee designates in
the written notice of exercise any person other than
Optionee, or Optionee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that

Optionee and the other persons designated in the notice of
exercise represent and warrant to the Company that Optionee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of the Option prior
to Optionee's delivery of the notice of exercise, payment
of the exercise price, and performance of the other
conditions required to be performed by Optionee in
connection with such exercise of the Option, that such
other persons are either Optionee's spouse, the trustee of
a revocable trust in which Optionee and his or her spouse
are the sole primary beneficiaries, or Optionee's ex-spouse
and that the issuance of the shares or securities to such
person is being made incident to Optionee's divorce.

10.     NO RIGHTS AS SHAREHOLDER

     Optionee shall not be deemed to be a shareholder of
the Company with respect to the shares of Common Stock or
other securities covered by the Option, unless and until
such shares or securities shall have been duly issued to
Optionee upon exercise of the Option and the exercise price
shall have been paid in full.

11.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option and the exercise
price of the Option, in the event of a stock dividend (but
only on Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board of
Directors of the Company, the determination of which in
that respect shall be final, binding, and conclusive.

12.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or
(b) a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is
not the surviving corporation or the Company becomes a
wholly-owned subsidiary of another corporation, or (c) any
sale of all or substantially all of the Company's assets,
any unexercised portion of the Option shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or
to issue substitute options in place thereof; provided that
if the unexercised portion of the Option would be cancelled
in accordance with the foregoing, Optionee shall have the
right, exercisable during a 10-day period ending on the
fifth day prior to the effective date of such liquidation,
merger, reorganization, consolidation or sale, to exercise
the Option in whole or in part even though the Option
Period has not yet begun.  The Company shall give Optionee
at least thirty (30) days prior written notice of the
anticipated effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing
10-day period shall be deemed to be effective immediately

prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) any exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the
unexercised portion of the Option shall be exercisable as
otherwise determined under this Agreement and without
consideration of this Section.

13.     INTERPRETATION

     13.1      Coordination with Plan.  This Agreement is
subject to all of the terms and conditions of the Plan, and
in the event of any conflict between any of the provisions
of this Agreement and any of the provisions of the Plan,
the applicable provisions of the Plan shall control.  The
Board of Directors of the Company shall have full power to
interpret the provisions of this Agreement and of the Plan
and to decide any dispute which may arise hereunder or
thereunder, and its action shall be final and conclusive
upon all persons affected thereby.  All references in this
Agreement to Optionee shall mean and include Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the time in question.

     13.2      Fair Market Value.  The fair market value of
the Company's Common Stock as of any date shall be the
value of the Common Stock determined as follows.

          13.2.1      If the Common Stock is listed on an
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of
the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market
Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common
Stock) on the last market trading day prior to the date of
determination.

          13.2.2      If the Common Stock is quoted on the
NASDAQ System (but not on the Nasdaq National Market
thereof) or is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market
Value of a share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on
the last market trading day prior to the date of
determination.

14.     SEC RULE 16b-3 LIMITATIONS

     In accordance with Rule 16b-3(c)(1) promulgated by the
Commission under the Exchange Act, and in addition to (but
not in lieu of) any other restrictions imposed under this
Agreement or the Plan, neither the Option nor the
underlying shares of Common Stock issued upon exercise of
the Option may be sold, transferred, or otherwise disposed
of, whether directly or indirectly, for a period of six (6)
months following the effective date of any exercise of the
Option.

15.     ACKNOWLEDGEMENT OF RECEIPT; OPTION SUBJECT TO PLAN

     Optionee acknowledges receipt of a copy of the Plan,
the Prospectus applicable to the Plan and all other
information regarding the Company and the Plan as Optionee
has reasonably requested.  Optionee  agrees that the Option
granted hereunder is subject to the terms and conditions of
the Plan and that in the event of any inconsistency between
the terms of the Plan and the provisions of this Agreement,
the terms of the Plan shall control.

16.     TAX MATTERS

     Optionee understands that the grant and exercise of
the Option will have tax and legal consequences to Optionee
and that the Company is neither making any representation
to Optionee nor advising Optionee as to the tax or other
legal consequences of the grant or exercise of the Option
or of any other action taken or to be taken by Optionee
under this Agreement or with respect to the Option.
Optionee shall be solely responsible for determining such
tax and legal consequences and for obtaining such advice as
Optionee deems appropriate.

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO OPTIONEE OF THIS AGREEMENT AND OPTIONEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND
THAT THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO
ADVISE, OPTIONEE WITH RESPECT TO ANY SUCH TAX AND LEGAL
CONSEQUENCES, EVEN IF OPTIONEE REQUESTS THE COMPANY TO DO
SO.

17.     SPOUSAL CONSENT

     If Optionee is married or otherwise deemed to have a
spouse for purposes of California law, Optionee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise
of the Option.  Notwithstanding anything in this Agreement
to the contrary, if Optionee is married or otherwise deemed
to have a spouse for purposes of California law, (a) this
Agreement and the Option shall not be effective for any
purpose until Optionee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Optionee any shares of Common Stock
or other securities covered by the Option until Optionee
delivers to the Company a duly executed Spousal Consent
form.

18.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to
the subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no
representations, agreements, arrangements, or
understandings, either written or oral, between or among

the parties with respect to the subject matter hereof which
are not set forth in this Agreement and the Plan.

19.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in
the State of California.

20.     NOTICES

     Any notice given pursuant to this Agreement shall be
in writing and shall be given by personal service or by
United States certified mail, return receipt requested,
postage prepaid to the addresses appearing on the signature
page of this Agreement or such other address as may be
given by either party for purposes of this Agreement.
Notice given by personal service shall be deemed effective
on the date it is delivered to the addressee, and notice
mailed shall be deemed effective on the third day following
its placement in the mail addressed to the addressee.
Either party may change its address for notice purposes by
giving the other party notice of such change in accordance
with this Section.  Notwithstanding anything herein to the
contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular
mail.

(Signatures appear on the following page)

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first
above written.

"COMPANY":

SANTA BARBARA BANCORP

By:
Its:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"OPTIONEE":

Signature of Optionee

Name of Optionee

Address of Optionee

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Directors
Stock Option Agreement (Reload Option) (the "Agreement")
and that I know its contents. I am aware that by its
provisions my spouse agrees to not sell the shares of
Common Stock and other securities that may be issued on
exercise of the Option, including my community interest, if
any, in them, during certain periods specified in the
Agreement.  I hereby approve of the provisions of the
Agreement, agree that such shares of Common Stock and other
securities and my community property interest in them, if
any, are subject to the provisions of the Agreement and
that I will take no action at any time to hinder operation
of the Agreement or to attempt the sale or transfer of any
of the shares of Common Stock and other securities,
including my community property interest in them, if any,
other than pursuant to the terms of the Agreement.

Date                          spouse of

OPINION OF SCHRAMM & RADDUE
Exhibit 5.1

June 3, 1996

Santa Barbara Bancorp
Santa Barbara Bank & Trust
1021 Anacapa Street
Santa Barbara, California  93101

     Re:     1996 Directors Stock Option Plan

Gentlemen:

We have acted as counsel for Santa Barbara Bancorp (the
"Company") in connection with the preparation and filing of
a Form S-8 Registration Statement with the Securities and
Exchange Commission for the purpose of registering under
the Securities Act of 1933 (the "Act"), 150,000 shares of
the Common Stock of the Company for issuance upon exercise
of options granted under the Santa Barbara Bancorp 1996
Directors Stock Option Plan (the "Plan").

For purposes of this opinion, we have examined such
corporate records, documents and such questions of law as
we have considered necessary or appropriate for the
purposes of this opinion.  Based on such examination, we
are of the opinion that upon the effectiveness of the
Registration Statement covering the Plan and the completion
of the proceedings being taken to comply with applicable
state securities laws, the Common Stock hereafter issued by
the Company pursuant to the exercise of options granted
under the Plan, if and when issued in accordance with the

terms of the Plan, will be validly issued, fully paid and
non-assessable.

We hereby consent to the filing of this opinion as an
Exhibit to the Company's Registration Statement on Form S-8
for the Plan.

                              Very truly yours,

                              SCHRAMM & RADDUE

BWM:lro

CONSENT OF ARTHUR ANDERSEN, LLP
Exhibit 24.1

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement
of our reports dated February 2, 1996, incorporated by
reference in Santa Barbara Bancorp's Form 10-K for the year
ended December 31, 1995, and to all references to our Firm
included in this registration statement.

ARTHUR ANDERSEN, LLP
Los Angeles, California
June 3, 1996