Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On April 22, 2009, the board of directors of Heritage Oaks Bank Bancorp ("Company") (NASDAQ: HEOP), amended Section 3.2 of the Company's Bylaws as required by the Company's recent issuance of securities to the United States Treasury Department. The amendment, which is attached to this 8-K as exhibit 3.1, obligates the Company to increase the size of its board by two if the Company fails to pay dividends for a total of six quarterly dividend payments on the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A ("Series A Preferred") at any time that shares Series A Preferred remain outstanding. The foregoing description of the amendment is qualified by reference to the complete text of the amendment attached as exhibit 3.1.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit No. Description
3.1 Certificate of Amendment of Bylaws

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