WESTAMERICA BANCORPORATION — Director's Dealing 2004

Jan 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WESTAMERICA BANCORPORATION (WABC)
CIK: 0000311094
Period of Report: 2004-01-22

Reporting Person: PAYNE DAVID L (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-05-22	Common Stock	G	19811	—	Disposed	49368	Direct
2003-07-31	Common Stock	G	49368	—	Disposed	0	Direct
2003-05-22	Common Stock	G	19811	—	Acquired	83248	Indirect
2003-07-31	Common Stock	G	49368	—	Acquired	132616	Indirect
2003-11-20	Common Stock	G	750	—	Disposed	131866	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-22	Non-Qualified Stock Option (right to buy)	$49.61	A	250000	Acquired	2014-01-22	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10989.85	Indirect
Common Stock	528837	Indirect
Common Stock	459	Indirect
Common Stock	462	Indirect

Footnotes

F1: Includes valuation at 12/31/03 of the reporting person's shares in Westamerica Bancorporation's Tax Deferred Savings/Retirement (ESOP) Plan.

F2: Includes 69,179 shares transferred by reporting person to revocable trust for the benefit of reporting person's children.

F3: Options vest ratably over three years beginning one year after grant date.

F4: The reporting person is President and CEO of Gibson Radio and Publishing Company and disclaims beneficial ownership of 528,837 shares.