Exhibit 22
                           KPMG Peat Marwick LLP

The Board of Directors
Pacific Capital Bancorp:

      We have audited the  accompanying  consolidated  balance sheets of Pacific
Capital  Bancorp  and  subsidiaries  as of December  31, 1996 and 1995,  and the
related consolidated statements of income,  shareholders' equity, and cash flows
for each of the years in the three-year  period ended  December 31, 1996.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion,  the consolidated  financial  statements referred to above
present  fairly,  in all material  respects,  the financial  position of Pacific
Capital Bancorp and  subsidiaries at December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996 in conformity with generally accepted  accounting
principles.

/s/ KPMG Peat Marwick LLP
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January 24, 1997


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