As filed with the Securities and Exchange Commission on March 22, 1999
                       Registration No. 333-_____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   -------------------------------------------

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

                             PACIFIC CAPITAL BANCORP
                        (formerly Santa Barbara Bancorp)
             (Exact name of registrant as specified in its charter)

      California                                                 95-3673456
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

     1021 Anacapa Street
     Santa Barbara, California                                   93101-2036
 (Address of principal executive offices)                        (Zip Code)


              PACIFIC CAPITAL BANCORP DIRECTORS' STOCK OPTION PLAN
                 PACIFIC CAPITAL BANCORP 1994 STOCK OPTION PLAN
       PACIFIC CAPITAL BANCORP 1984 AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the plans)

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

       Jay D. Smith, Esq.                                   Copy to:
       1021 Anacapa Street                              Karen Bryant, Esq.
     Santa Barbara, California  93101                  Jenkens & Gilchrist,
          (805) 564-6310                           A Professional Corporation
    (Name, address and telephone number        1100 Louisiana Street, Suite 1800
    including area code of agent for service)           Houston, Texas  77002

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                          Proposed                 Proposed
                                                  Amount                  Maximum                  Maximum              Amount of
             Title of Class of                    to be                Offering Price             Aggregate            Registration
        Securities to be Registered          Registered(1)(2)         per Share(3)(4)        Offering Price(3)(4)       Fee(3)(4)
<S>                                             <C>                      <C>                    <C>                     <C>
Common Stock, no par value                      550,140 Shares           $ 23.97                $ 6,906,342             $ 1,920

<FN>
         (1)  Includes  (i) 81,630  shares of Common  Stock  issuable  under the
Pacific Capital Bancorp  Directors' Stock Option Plan (the  "Directors'  Plan"),
(ii) 455,087 shares of Common Stock issuable under the Pacific  Capital  Bancorp
1994 Stock Option Plan,  and (iii) 13,423 shares of Common Stock  issuable under
the Pacific Capital Bancorp 1984 Amended and Restated Stock Option Plan.
         (2)  Pursuant to Rule 416,  this  Registration  Statement  is deemed to
include  additional shares of Common Stock issuable under the terms of the Plans
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.
         (3) Estimated  solely for the purpose of calculating  the  registration
fee.
         (4)  Calculated  pursuant to Rule  457(h).  Accordingly,  the price per
share of the Common Stock  offered  hereunder  pursuant to the Plans is based on
the following  exercise prices:  (i) 2,461 shares at $6.06 per share, (ii) 3,519
shares at $6.59 per share,  (iii) 81,630 at $6.79 per share, (iv) 144,691 shares
at $7.65 per share, (v) 7,442 shares at $ 7.87 per share,  (vi) 11,036 shares at
$8.48 per share,  (vii) 1,118 shares at $8.98 per share,  (viii) 2,132 shares at
$11.54 per share,  (ix) 534  shares at $12.48  per share,  (x) 84,000  shares at
$12.66 per share,  (xi) 3,943 shares at $12.80 per share,  (xii) 1,015 shares at
$15.87 per share,  (xiii)  187,700  shares at $18.40 per share,  (xiv)  1,016 at
$20.43 per share,  (xv) 484 shares at $$21.45 per share,  (xvi) 12,582 shares at
$22.48 per share, and (xvii) 4,837 shares at $23.97 per share.
</FN>
</TABLE>
<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the  registrant's  Annual  Report on Form 10-K for the fiscal year
          ended December 31, 1997;

          (2) the registrant's  Quarterly  Reports on Form 10-Q for the quarters
          ended March 31, June 30, and September 30, 1998;

          (3) the  registrant's  Current  Reports on Forms 8-K filed January 14,
          1999 and December 3, 1998;

          (4) the former Pacific  Capital  Bancorp's  Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997;

          (5) the former Pacific  Capital  Bancorp's  Quarterly  Reports on Form
          10-Q for the quarters ended March 31, June 30, and September 30, 1998;

          (6) the Joint Proxy  Statement/Prospectus  filed by the registrant and
          the former Pacific Capital Bancorp pursuant to Rule 424(b) on November
          10, 1998; and

          (7)  the  description  of  the  common  stock,  no par  value,  of the
          registrant  (the  "Common  Stock")  set  forth  in  the   Registration
          Statement  on Form  8-A  (Registration  No.  0-11113),  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All  documents  filed by the  registrant  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California General Corporation Law authorizes a court to
award,  or a  corporation's  Board of Directors to grant indemnity to directors,
officers,  employees  and other agents of the  corporation  ("Agents")  in terms
sufficiently broad to permit such  indemnification  under certain  circumstances
for liabilities  (including  reimbursement for expenses  incurred) arising under
the Securities Act of 1933, as amended.

     The Board of Directors  of the  registrant  has  resolved to indemnify  the
officers and directors of the registrant to the full extent permitted by Section
317 of the California General Corporation Law, and the Sixth Article of the


                                      II-1

<PAGE>



registrant's Certificate of Restatement of Articles of Incorporation and Section
5.3 of the registrant's  Amended and Restated Bylaws, as adopted by the Board of
Directors  on  January  26,  1999,  authorize  the  registrant  to  provide  for
indemnification   of  officers  and   directors   to  the  same   extent.   This
indemnification   limits  the  personal  monetary   liability  of  directors  in
performing their duties on behalf of the registrant,  to the extent permitted by
the California General  Corporation Law, and permits the registrant to indemnify
its directors and officers  against  certain  liabilities  and expenses,  to the
extent permitted by the California General Corporation Law. This indemnification
is  based  upon  the  indemnification  provisions  previously  set  forth in the
registrant's  Articles of  Incorporation  prior to the merger of Pacific Capital
Bancorp  into  the   registrant  as  approved  by  Pacific   Capital   Bancorp's
shareholders  and the  indemnification  agreements  which were  approved  by the
registrant's  shareholders at the annual meeting of  shareholders  held on March
30, 1988.  In addition,  the  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.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.


    Exhibit
    Number                                    Document Description

4.1*     --         Certificate of Restatement of Articles of  Incorporation  of
                    the registrant dated January 27, 1999.
4.2*     --         Amended  and  Restated  Bylaws of the  registrant  effective
                    January 26, 1999.
4.3      --         Pacific  Capital  Bancorp  Directors'  Stock Option Plan and
                    Form of Stock Option Agreement (incorporated by reference to
                    Exhibit 10.25 of Pacific Capital  Bancorp's Annual Report on
                    Form 10-K  (File No.  0-13528)  for the  fiscal  year  ended
                    December 31, 1991).
4.4      --         Pacific  Capital Bancorp 1994 Stock Option Plan, as amended,
                    and  Forms  of  Incentive  and  Non-Qualified  Stock  Option
                    Agreements  (incorporated  by  reference  to  Exhibit  4  to
                    Pacific  Capital  Bancorp  Amendment  No. 1 to  Registration
                    Statement  on Form  S-8  (Reg.  No.  33-83848)  as  filed on
                    November 15, 1994).
4.5      --         Pacific  Capital  Bancorp 1984  Amended and  Restated  Stock
                    Option  Plan  and  Forms  of  Agreements   (incorporated  by
                    reference  to  Exhibit  10.27 of Pacific  Capital  Bancorp's
                    Annual Report on Form 10-K (File No. 0-13528) for the fiscal
                    year ended December 31, 1991).
5.1*     --        Opinion of Counsel
23.1     --         Consent of Counsel (included in the opinion filed as Exhibit
                    5.1).
23.2*    --        Consent of Arthur Andersen LLP.
23.3*    --        Consent of KPMG LLP.

24.1 -- Power of Attorney (see signature page of this registration statement).

*        Filed herewith.

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:



                                      II-2

<PAGE>



                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (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; and

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

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




                                      II-3

<PAGE>



                                   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 the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Barbara, State of California on March 16, 1999.

                                               PACIFIC CAPITAL BANCORP

                                           By:      /s/ David W. Spainhour      
                                           -------------------------------------
                                                    David W. Spainhour
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes  and appoints Jay D. Smith and Donald  Lafler,
and each of them,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  requisite  and  necessary to be done in connection
therewith,  as  fully to all  intents  and  purposes  as he might or could do in
person hereby ratifying and confirming that each of said  attorneys-in-fact  and
agents or his substitutes may lawfully do or cause to be done by virtue hereof.

     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.

<TABLE>
<CAPTION>
           Signature                                       Capacities                                      Date
           ---------                                       ----------                                      ----

<S>                                      <C>                                                          <C>
/s/ Donald M. Anderson                   Chairman of the Board and Director                           March 14, 1999
-------------------------------
Donald M. Anderson

/s/ David W. Spainhour                   President, Chief Executive Officer and                       March 16, 1999
-------------------------------
David W. Spainhour                       Director (Principal Executive Officer)

/s/ William S. Thomas, Jr.               Vice Chairman, Chief Operating Officer                       March 16, 1999
-------------------------------
William S. Thomas, Jr.                   and Director

/s/ Donald Lafler                        Senior Vice President and Chief Financial                    March 16, 1999
-------------------------------
Donald Lafler                            Officer (Principal Financial Officer)

/s/ Edward J. Czajka                     Vice President (Principal Accounting                         March 16, 1999
-------------------------------
Edward J. Czajka                         Officer)

/s/ Frank Barranco, M.D.                 Director                                                     March 13, 1999
-------------------------------
Frank Barranco, M.D.




<PAGE>




/s/ Edward E. Birch                      Director                                                     March 16, 1999
-------------------------------
Edward E. Birch

/s/ Terrill F. Cox                       Director                                                     March 15, 1999
-------------------------------
Terrill F. Cox

/s/ Richard M. Davis                     Director                                                     March 14, 1999
-------------------------------
Richard M. Davis

/s/ Anthony Guntermann                   Director                                                     March 14, 1999
-------------------------------
Anthony Guntermann

/s/ Dale E. Hanst                        Director                                                     March 16, 1999
-------------------------------
Dale E. Hanst

/s/ D. Vernon Horton                     Director                                                     March 16, 1999
-------------------------------
D. Vernon Horton

/s/ Roger C. Knopf                       Director                                                     March 16, 1999
-------------------------------
Roger C. Knopf

/s/ Clayton C. Larson                    Direcctor                                                    March 16, 1999
-------------------------------
Clayton C. Larson

/s/ William H. Pope                      Director                                                     March 16, 1999
-------------------------------
William H. Pope

/s/ Harry B. Powell                      Director                                                     March 16, 1999
-------------------------------
Harry B. Powell

/s/ Susan Trescher                       Director                                                     March 16, 1999
-------------------------------
Susan Trescher
</TABLE>




<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
     <S>            <C>                                                                                   <C>    <C>    <C>    <C> 
                                                                                                      Sequential
    Exhibit                                                                                              Page
    Number                                     Document Description                                     Number
    ------                                     --------------------                                     ------

     4.1*   --      Certificate of Restatement of Articles of  Incorporation  of
                    the registrant dated January 27, 1999.

     4.2*   --      Amended  and  Restated  Bylaws of the  registrant  effective
                    January 26, 1999.

     4.3    --      Pacific  Capital  Bancorp  Directors'  Stock Option Plan and
                    Form of Stock Option Agreement (incorporated by reference to
                    Exhibit 10.25 of Pacific Capital  Bancorp's Annual Report on
                    Form 10-K  (File No.  0-13528)  for the  fiscal  year  ended
                    December 31, 1991).

     4.4    --      Pacific  Capital Bancorp 1994 Stock Option Plan, as amended,
                    and  Forms  of  Incentive  and  Non-Qualified  Stock  Option
                    Agreements  (incorporated  by  reference  to  Exhibit  4  to
                    Pacific  Capital  Bancorp  Amendment  No. 1 to  Registration
                    Statement  on Form  S-8  (Reg.  No.  33-83848)  as  filed on
                    November 15, 1994).

     4.5    --      Pacific  Capital  Bancorp 1984  Amended and  Restated  Stock
                    Option  Plan  and  Forms  of  Agreements   (incorporated  by
                    reference  to  Exhibit  10.27 of Pacific  Capital  Bancorp's
                    Annual Report on Form 10-K (File No. 0-13528) for the fiscal
                    year ended December 31, 1991).

     5.1*   --     Opinion of Counsel

    23.1    --     Consent of Counsel (included in the opinion filed as Exhibit
                    5.1).

    23.2*   --      Consent of Arthur Andersen LLP.

    23.3*   --      Consent of KPMG LLP.

    24.1    --      Power of Attorney (see signature  page of this  registration
                    statement).


--------------------------
*        Filed herewith.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "PACIFIC CAPITAL BANCORP STOCK OPTION PLANS", "secsgml_size_bytes": 22230}]
{"company-data": {"conformed-name": "PACIFIC CAPITAL BANCORP /CA/", "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": "333-74831", "film-number": "99570124"}, "business-address": {"street1": "1021 ANACAPA ST", "city": "SANTA BARBARA", "state": "CA", "zip": "93102", "phone": "8055646298"}, "mail-address": {"street1": "1021 ANACAPTA STREET", "city": "SANTA BARBARA", "state": "CA", "zip": "93102"}, "former-company": {"former-conformed-name": "SANTA BARBARA BANCORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 22, 1999
                       Registration No. 333-_____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   -------------------------------------------

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

                             PACIFIC CAPITAL BANCORP
                        (formerly Santa Barbara Bancorp)
             (Exact name of registrant as specified in its charter)

      California                                                 95-3673456
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

     1021 Anacapa Street
     Santa Barbara, California                                   93101-2036
 (Address of principal executive offices)                        (Zip Code)

              PACIFIC CAPITAL BANCORP DIRECTORS' STOCK OPTION PLAN
                 PACIFIC CAPITAL BANCORP 1994 STOCK OPTION PLAN
       PACIFIC CAPITAL BANCORP 1984 AMENDED AND RESTATED STOCK OPTION PLAN
                            (Full title of the plans)

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

       Jay D. Smith, Esq.                                   Copy to:
       1021 Anacapa Street                              Karen Bryant, Esq.
     Santa Barbara, California  93101                  Jenkens & Gilchrist,
          (805) 564-6310                           A Professional Corporation
    (Name, address and telephone number        1100 Louisiana Street, Suite 1800
    including area code of agent for service)           Houston, Texas  77002

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

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
                                                  Amount                  Maximum                  Maximum              Amount of
             Title of Class of                    to be                Offering Price             Aggregate            Registration
        Securities to be Registered          Registered(1)(2)         per Share(3)(4)        Offering Price(3)(4)       Fee(3)(4)
Common Stock, no par value                      550,140 Shares           $ 23.97                $ 6,906,342             $ 1,920
(1)  Includes  (i) 81,630  shares of Common  Stock  issuable  under the
Pacific Capital Bancorp  Directors' Stock Option Plan (the  "Directors'  Plan"),
(ii) 455,087 shares of Common Stock issuable under the Pacific  Capital  Bancorp
1994 Stock Option Plan,  and (iii) 13,423 shares of Common Stock  issuable under
the Pacific Capital Bancorp 1984 Amended and Restated Stock Option Plan.
         (2)  Pursuant to Rule 416,  this  Registration  Statement  is deemed to
include  additional shares of Common Stock issuable under the terms of the Plans
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.
         (3) Estimated  solely for the purpose of calculating  the  registration
fee.
         (4)  Calculated  pursuant to Rule  457(h).  Accordingly,  the price per
share of the Common Stock  offered  hereunder  pursuant to the Plans is based on
the following  exercise prices:  (i) 2,461 shares at $6.06 per share, (ii) 3,519
shares at $6.59 per share,  (iii) 81,630 at $6.79 per share, (iv) 144,691 shares
at $7.65 per share, (v) 7,442 shares at $ 7.87 per share,  (vi) 11,036 shares at
$8.48 per share,  (vii) 1,118 shares at $8.98 per share,  (viii) 2,132 shares at
$11.54 per share,  (ix) 534  shares at $12.48  per share,  (x) 84,000  shares at
$12.66 per share,  (xi) 3,943 shares at $12.80 per share,  (xii) 1,015 shares at
$15.87 per share,  (xiii)  187,700  shares at $18.40 per share,  (xiv)  1,016 at
$20.43 per share,  (xv) 484 shares at $$21.45 per share,  (xvi) 12,582 shares at
$22.48 per share, and (xvii) 4,837 shares at $23.97 per share.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the  registrant's  Annual  Report on Form 10-K for the fiscal year
          ended December 31, 1997;

          (2) the registrant's  Quarterly  Reports on Form 10-Q for the quarters
          ended March 31, June 30, and September 30, 1998;

          (3) the  registrant's  Current  Reports on Forms 8-K filed January 14,
          1999 and December 3, 1998;

          (4) the former Pacific  Capital  Bancorp's  Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997;

          (5) the former Pacific  Capital  Bancorp's  Quarterly  Reports on Form
          10-Q for the quarters ended March 31, June 30, and September 30, 1998;

          (6) the Joint Proxy  Statement/Prospectus  filed by the registrant and
          the former Pacific Capital Bancorp pursuant to Rule 424(b) on November
          10, 1998; and

          (7)  the  description  of  the  common  stock,  no par  value,  of the
          registrant  (the  "Common  Stock")  set  forth  in  the   Registration
          Statement  on Form  8-A  (Registration  No.  0-11113),  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All  documents  filed by the  registrant  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 317 of the California General Corporation Law authorizes a court to
award,  or a  corporation's  Board of Directors to grant indemnity to directors,
officers,  employees  and other agents of the  corporation  ("Agents")  in terms
sufficiently broad to permit such  indemnification  under certain  circumstances
for liabilities  (including  reimbursement for expenses  incurred) arising under
the Securities Act of 1933, as amended.

     The Board of Directors  of the  registrant  has  resolved to indemnify  the
officers and directors of the registrant to the full extent permitted by Section
317 of the California General Corporation Law, and the Sixth Article of the

                                      II-1
registrant's Certificate of Restatement of Articles of Incorporation and Section
5.3 of the registrant's  Amended and Restated Bylaws, as adopted by the Board of
Directors  on  January  26,  1999,  authorize  the  registrant  to  provide  for
indemnification   of  officers  and   directors   to  the  same   extent.   This
indemnification   limits  the  personal  monetary   liability  of  directors  in
performing their duties on behalf of the registrant,  to the extent permitted by
the California General  Corporation Law, and permits the registrant to indemnify
its directors and officers  against  certain  liabilities  and expenses,  to the
extent permitted by the California General Corporation Law. This indemnification
is  based  upon  the  indemnification  provisions  previously  set  forth in the
registrant's  Articles of  Incorporation  prior to the merger of Pacific Capital
Bancorp  into  the   registrant  as  approved  by  Pacific   Capital   Bancorp's
shareholders  and the  indemnification  agreements  which were  approved  by the
registrant's  shareholders at the annual meeting of  shareholders  held on March
30, 1988.  In addition,  the  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.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

    Exhibit
    Number                                    Document Description

4.1*     --         Certificate of Restatement of Articles of  Incorporation  of
                    the registrant dated January 27, 1999.
4.2*     --         Amended  and  Restated  Bylaws of the  registrant  effective
                    January 26, 1999.
4.3      --         Pacific  Capital  Bancorp  Directors'  Stock Option Plan and
                    Form of Stock Option Agreement (incorporated by reference to
                    Exhibit 10.25 of Pacific Capital  Bancorp's Annual Report on
                    Form 10-K  (File No.  0-13528)  for the  fiscal  year  ended
                    December 31, 1991).
4.4      --         Pacific  Capital Bancorp 1994 Stock Option Plan, as amended,
                    and  Forms  of  Incentive  and  Non-Qualified  Stock  Option
                    Agreements  (incorporated  by  reference  to  Exhibit  4  to
                    Pacific  Capital  Bancorp  Amendment  No. 1 to  Registration
                    Statement  on Form  S-8  (Reg.  No.  33-83848)  as  filed on
                    November 15, 1994).
4.5      --         Pacific  Capital  Bancorp 1984  Amended and  Restated  Stock
                    Option  Plan  and  Forms  of  Agreements   (incorporated  by
                    reference  to  Exhibit  10.27 of Pacific  Capital  Bancorp's
                    Annual Report on Form 10-K (File No. 0-13528) for the fiscal
                    year ended December 31, 1991).
5.1*     --        Opinion of Counsel
23.1     --         Consent of Counsel (included in the opinion filed as Exhibit
                    5.1).
23.2*    --        Consent of Arthur Andersen LLP.
23.3*    --        Consent of KPMG LLP.

24.1 -- Power of Attorney (see signature page of this registration statement).

*        Filed herewith.

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                                      II-2
(1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (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; and

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

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

                                      II-3
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 the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Santa Barbara, State of California on March 16, 1999.

                                               PACIFIC CAPITAL BANCORP

                                           By:      /s/ David W. Spainhour      
                                           -------------------------------------
                                                    David W. Spainhour
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes  and appoints Jay D. Smith and Donald  Lafler,
and each of them,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  requisite  and  necessary to be done in connection
therewith,  as  fully to all  intents  and  purposes  as he might or could do in
person hereby ratifying and confirming that each of said  attorneys-in-fact  and
agents or his substitutes may lawfully do or cause to be done by virtue hereof.

     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                                       Capacities                                      Date
           ---------                                       ----------                                      ----
/s/ Donald M. Anderson                   Chairman of the Board and Director                           March 14, 1999
-------------------------------
Donald M. Anderson

/s/ David W. Spainhour                   President, Chief Executive Officer and                       March 16, 1999
-------------------------------
David W. Spainhour                       Director (Principal Executive Officer)

/s/ William S. Thomas, Jr.               Vice Chairman, Chief Operating Officer                       March 16, 1999
-------------------------------
William S. Thomas, Jr.                   and Director

/s/ Donald Lafler                        Senior Vice President and Chief Financial                    March 16, 1999
-------------------------------
Donald Lafler                            Officer (Principal Financial Officer)

/s/ Edward J. Czajka                     Vice President (Principal Accounting                         March 16, 1999
-------------------------------
Edward J. Czajka                         Officer)

/s/ Frank Barranco, M.D.                 Director                                                     March 13, 1999
-------------------------------
Frank Barranco, M.D.
/s/ Edward E. Birch                      Director                                                     March 16, 1999
-------------------------------
Edward E. Birch

/s/ Terrill F. Cox                       Director                                                     March 15, 1999
-------------------------------
Terrill F. Cox

/s/ Richard M. Davis                     Director                                                     March 14, 1999
-------------------------------
Richard M. Davis

/s/ Anthony Guntermann                   Director                                                     March 14, 1999
-------------------------------
Anthony Guntermann

/s/ Dale E. Hanst                        Director                                                     March 16, 1999
-------------------------------
Dale E. Hanst

/s/ D. Vernon Horton                     Director                                                     March 16, 1999
-------------------------------
D. Vernon Horton

/s/ Roger C. Knopf                       Director                                                     March 16, 1999
-------------------------------
Roger C. Knopf

/s/ Clayton C. Larson                    Direcctor                                                    March 16, 1999
-------------------------------
Clayton C. Larson

/s/ William H. Pope                      Director                                                     March 16, 1999
-------------------------------
William H. Pope

/s/ Harry B. Powell                      Director                                                     March 16, 1999
-------------------------------
Harry B. Powell

/s/ Susan Trescher                       Director                                                     March 16, 1999
-------------------------------
Susan Trescher
INDEX TO EXHIBITS
Sequential
    Exhibit                                                                                              Page
    Number                                     Document Description                                     Number
    ------                                     --------------------                                     ------

     4.1*   --      Certificate of Restatement of Articles of  Incorporation  of
                    the registrant dated January 27, 1999.

     4.2*   --      Amended  and  Restated  Bylaws of the  registrant  effective
                    January 26, 1999.

     4.3    --      Pacific  Capital  Bancorp  Directors'  Stock Option Plan and
                    Form of Stock Option Agreement (incorporated by reference to
                    Exhibit 10.25 of Pacific Capital  Bancorp's Annual Report on
                    Form 10-K  (File No.  0-13528)  for the  fiscal  year  ended
                    December 31, 1991).

     4.4    --      Pacific  Capital Bancorp 1994 Stock Option Plan, as amended,
                    and  Forms  of  Incentive  and  Non-Qualified  Stock  Option
                    Agreements  (incorporated  by  reference  to  Exhibit  4  to
                    Pacific  Capital  Bancorp  Amendment  No. 1 to  Registration
                    Statement  on Form  S-8  (Reg.  No.  33-83848)  as  filed on
                    November 15, 1994).

     4.5    --      Pacific  Capital  Bancorp 1984  Amended and  Restated  Stock
                    Option  Plan  and  Forms  of  Agreements   (incorporated  by
                    reference  to  Exhibit  10.27 of Pacific  Capital  Bancorp's
                    Annual Report on Form 10-K (File No. 0-13528) for the fiscal
                    year ended December 31, 1991).

     5.1*   --     Opinion of Counsel

    23.1    --     Consent of Counsel (included in the opinion filed as Exhibit
                    5.1).

    23.2*   --      Consent of Arthur Andersen LLP.

    23.3*   --      Consent of KPMG LLP.

    24.1    --      Power of Attorney (see signature  page of this  registration
                    statement).

--------------------------
*        Filed herewith.