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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PAYNE DAVID L (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/30/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/30/2007		M		2,249	A	$32.7917	2,249	D
Common Stock	07/30/2007		S		2,249	D	$40.95	0	D
Common Stock	07/30/2007		M		2,736	A	$32.7917	2,736	D
Common Stock	07/30/2007		S		2,736	D	$40.94	0	D
Common Stock	07/30/2007		M		840	A	$32.7917	840	D
Common Stock	07/30/2007		S		840	D	$40.93	0	D
Common Stock	07/30/2007		M		440	A	$32.7917	440	D
Common Stock	07/30/2007		S		440	D	$40.92	0	D
Common Stock	07/30/2007		M		540	A	$32.7917	540	D
Common Stock	07/30/2007		S		540	D	$40.91	0	D
Common Stock	07/30/2007		M		1,360	A	$32.7917	1,360	D
Common Stock	07/30/2007		S		1,360	D	$40.9	0	D
Common Stock	07/30/2007		M		2,839	A	$32.7917	2,839	D
Common Stock	07/30/2007		S		2,839	D	$40.89	0	D
Common Stock	07/30/2007		M		560	A	$32.7917	560	D
Common Stock	07/30/2007		S		560	D	$40.88	0	D
Common Stock	07/30/2007		M		442	A	$32.7917	442	D
Common Stock	07/30/2007		S		442	D	$40.87	0	D
Common Stock	07/30/2007		M		164	A	$32.7917	164	D
Common Stock	07/30/2007		S		164	D	$40.86	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			2,249	01/21/1999(1)	01/21/2008	Common Stock	2,249	$0	114,494	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			2,736	01/21/1999(1)	01/21/2008	Common Stock	2,736	$0	111,758	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			840	01/21/1999(1)	01/21/2008	Common Stock	840	$0	110,918	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			440	01/21/1999(1)	01/21/2008	Common Stock	440	$0	110,478	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			540	01/21/1999(1)	01/21/2008	Common Stock	540	$0	109,938	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			1,360	01/21/1999(1)	01/21/2008	Common Stock	1,360	$0	108,578	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			2,839	01/21/1999(1)	01/21/2008	Common Stock	2,839	$0	105,739	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			560	01/21/1999(1)	01/21/2008	Common Stock	560	$0	105,179	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			442	01/21/1999(1)	01/21/2008	Common Stock	442	$0	104,737	D
Non-Qualified Stock Option (right to buy)	$32.7917	07/30/2007		M			164	01/21/1999(1)	01/21/2008	Common Stock	164	$0	104,573	D

Explanation of Responses:

1. Options vest ratably over three years beginning one year from date of grant.

Remarks:

This is filing #2 of three filings.

	/s/ David L. Payne	08/01/2007
	** 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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