SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HANSEN DENNIS R

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTAMERICA BANCORPORATION [ WABC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. Off. Primary Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/28/2006		M		1,900	A	$32.7917	1,900	D
Common Stock	04/28/2006		S		1,900	D	$51.087	0	D
Common Stock	04/28/2006		M		100	A	$32.7917	100	D
Common Stock	04/28/2006		S		100	D	$51.09	0	D
Common Stock	04/28/2006		M		300	A	$32.7917	300	D
Common Stock	04/28/2006		S		300	D	$51.11	0	D
Common Stock	04/28/2006		M		684	A	$32.7917	684	D
Common Stock	04/28/2006		S		684	D	$51.12	0	D
Common Stock	04/28/2006		M		16	A	$32.7917	16	D
Common Stock	04/28/2006		S		16	D	$51.13	0	D
Common Stock								5,210⁽¹⁾	I	Deferred
Common Stock								18,742.697⁽²⁾	I	ESOP
Common Stock								250⁽⁴⁾	I	by Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$32.7917	04/28/2006		M			1,900	01/21/1999⁽³⁾	01/21/2008	Common Stock	1,900	$0	11,300	D
Non-Qualified Stock Option (right to buy)	$32.7917	04/28/2006		M			100	01/21/1999⁽³⁾	01/21/2008	Common Stock	100	$0	11,200	D
Non-Qualified Stock Option (right to buy)	$32.7917	04/28/2006		M			300	01/21/1999⁽³⁾	01/21/2008	Common Stock	300	$0	10,900	D
Non-Qualified Stock Option (right to buy)	$32.7917	04/28/2006		M			684	01/21/1999⁽³⁾	01/21/2008	Common Stock	684	$0	10,216	D
Non-Qualified Stock Option (right to buy)	$32.7917	04/28/2006		M			16	01/21/1999⁽³⁾	01/21/2008	Common Stock	16	$0	10,200	D

Explanation of Responses:

1. Restricted Performance Shares that vested upon meeting performance criteria on 1/26/06 were previously reported as direct holding pending delivery in March to WAB Deferral Plan trust.

2. Includes allocations through 3/31/06 to Westamerica Bancorporation's Tax Deferred Savings/Retirement (ESOP) Plan.

3. Shares vest ratably over three years beginning one year from date of grant.

4. The reporting person disclaims beneficial ownership of all securities held by his son, and this report should not be deemed an admission that the reporting person is beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	by Shirley Kolin, Attorney-in-Fact For: Dennis R. Hansen	05/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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