Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                          PACIFIC FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

       Washington                                      91-1815009
(State of incorporation)                    (IRS Employer Identification No.)

       300 East Market Street
       Aberdeen, Washington                            98520-5244
(Address of principal executive offices)               (Zip Code)


                          PACIFIC FINANCIAL CORPORATION
               STOCK OPTIONS ISSUED UPON CONVERSION OF OUTSTANDING
                       STOCK OPTIONS OF BNW BANCORP, INC.
                            (Full title of the plan)


                                 Dennis A. Long
                          Pacific Financial Corporation
                             300 East Market Street
                         Aberdeen, Washington 98520-5244
                            Telephone (360) 533-8870
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
 ==============================================================================
                                     Proposed
       Title of        Amount to     Maximum        Proposed      Amount of
   Securities to be       be      Offering Price    Maximum      Registration
      Registered      Registered    Per Share      Aggregate         Fee
                                                 Offering Price
 ------------------------------------------------------------------------------
 Common Stock, par      64,560      $11.65(2)     $752,124(3)       $95.30
 value $1.00, and      shares(1)
 options therefor
 ==============================================================================

 (1)  Plus such  indeterminate  number of shares as may be issued as a result of
      an adjustment in the shares in the event of a stock split,  stock dividend
      or similar change in  capitalization  as required by the form of agreement
      evidencing  stock  options  to  purchase  such  shares.  Pursuant  to  the
      Agreement and Plan of Merger dated as of October 22, 2003, relating to the
      merger (the "Merger") of Pacific  Financial  Corporation  and BNW Bancorp,
      Inc.  ("BNW"),  all stock options held by BNW directors and employees that
      were  outstanding  at the  effective  time of the closing of the Merger on
      February 27, 2004,  were converted into options to purchase  shares of the
      Registrant's  common  stock,  subject to  appropriate  adjustments  to the
      number of shares and the exercise price of each such option.

 (2)  Represents the weighted  average  exercise  price of the options  covering
      shares of the Registrant's common stock issued in exchange for outstanding
      options for BNW stock.

 (3)  Estimated  solely for  purposes of  calculating  the  registration  fee in
      accordance  with Rule 457(h) under the Securities Act of 1933 on the basis
      of the  aggregate  exercise  price of the options  issued in exchange  for
      outstanding options for BNW stock.

================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following  documents  filed by the registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

           (a) The  registrant's  annual  report on Form 10-K for the year ended
           December 31, 2002.

           (b) The registrant's  quarterly reports on Form 10-Q for the quarters
           ended March 31, 2003, June 30, 2003, and September 30, 2003.

           (c) The  registrant's  current  reports on Form 8-K filed October 23,
           2003, December 19, 2003, January 14, 2004, and March 1, 2004.

           (d) The  description  of the  registrant's  common stock  included as
           Exhibit 99 to the registrant's  quarterly report on Form 10-Q for the
           quarter ended September 30, 2000.

      All documents filed by the registrant  subsequent to the date of filing of
this Registration  Statement  pursuant to Sections 13(a),  13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  as  amended,  prior to the  filing of a
post-effective amendment that indicates all securities offered have been sold or
that  deregisters  all securities  then  remaining  unsold are  incorporated  by
reference  herein  and  are a part  hereof  from  the  date  of  filing  of such
documents.

Item 4.  Description of Securities.

           Not applicable.

Item 5.  Interests of Named Experts and Counsel.

           None.

Item 6.  Indemnification of Directors and Officers.

      Under RCW Sections  23B.08.510 to 23B.08.570  of the  Washington  Business
Corporation  Act  (the  "Act"),  a person  who is made a party  to a  proceeding
because  such  person is or was an  officer or  director  of a  corporation  (an
"Indemnitee")  shall be indemnified by the corporation (unless the corporation's
articles  of  incorporation   provide  otherwise)  against  reasonable  expenses
incurred by the  Indemnitee in connection  with the proceeding if the Indemnitee
is wholly  successful,  on the merits or otherwise,  or if ordered by a court of
competent  jurisdiction.  In  addition,  under said  sections a  corporation  is
permitted to indemnify an Indemnitee  against liability incurred in a proceeding
if (i) the  Indemnitee's  conduct was in good faith,  (ii) in a manner he or she
reasonably  believed  was in the  corporation's  best  interests or at least not
opposed  to the  corporation's  best  interests,  (iii)  the  Indemnitee  had no
reasonable  cause to believe his or her conduct was  unlawful if the  proceeding
was a criminal  proceeding,  (iv) the Indemnitee was not adjudged  liable to the
corporation if the proceeding was by or in the right of the corporation, and (v)
the  Indemnitee  was not adjudged  liable on the basis that he or she improperly
received a personal benefit.  Indemnification in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

      Pursuant  to the  registrant's  Restated  Articles  of  Incorporation,  as
amended (the "Articles"),  the registrant will indemnify each of its present and
former directors  (including  directors who are also officers),  and present and
former non-employee directors of the registrant's subsidiaries,  with respect to

                                     -II-1-

<PAGE>


expenses,  settlements,  judgments,  penalties, and fines in suits to which such
person  is or was made or  threatened  to be made a party by  reason of the fact
that he or she is or was a director of the  registrant or a subsidiary.  No such
indemnification  may be given  if the  acts or  omissions  of the  director  are
adjudged to involve intentional misconduct or a knowing violation of law, if the
director is liable to the  registrant  for an unlawful  distribution,  or if the
director  participated  in a transaction  with the registrant in which he or she
personally  received a benefit to which he or she was not legally  entitled.  In
addition,  the  Articles  provide  that  the  directors  of the  registrant  and
non-employee  directors of its subsidiaries  shall not be personally  liable for
monetary  damages to the registrant or its  shareholders for certain breaches of
their  fiduciary duty as directors,  except for  liabilities  that involve their
intentional  misconduct or a knowing  violation of law, their  authorization  of
illegal  distributions,  or receipt of an improper  personal  benefit from their
actions as  directors.  With  respect  to  proceedings  instituted  by a federal
banking agency,  indemnification may only be provided to the extent permitted by
the federal and state laws and regulations governing financial institutions.

      The Act provides that any director held liable for the unlawful payment of
a dividend or other  distribution of assets of the registrant  shall be entitled
to  contribution  from  (a)  each  shareholder  who  accepted  the  dividend  or
distribution  knowing the same to have been made in  violation of the Act or the
Articles  and (b) each  director  who voted for or assented  to the  dividend or
distribution without complying with specified standards of conduct.

      The registrant  carries insurance  coverage for its directors and officers
against certain  liabilities  that they may incur in their capacity as directors
or officers of the registrant.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-6.

Item 9.  Undertakings.

      (a) The registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
           made, a post-effective amendment to this registration statement:

                (i) To include any  prospectus  required by Section  10(a)(3) of
           the Securities Act of 1933 ("Securities Act");

                (ii) To reflect in the  prospectus  any facts or events  arising
           after the effective date of the  registration  statement (or the most
           recent  post-effective  amendment thereof) which,  individually or in
           the aggregate,  represent a fundamental change in the information set
           forth in the registration statement;

                (iii) To include any  material  information  with respect to the
           plan of  distribution  not previously  disclosed in the  registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the

                                     -II-2-

<PAGE>


registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 ("Exchange  Act") that are  incorporated  by reference in the  registration
statement.

           (2) That,  for the purpose of  determining  any  liability  under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration  statement  relating to the securities  offered
           therein,  and the offering of such  securities  at that time shall be
           deemed to be the initial bona fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
           amendment any of the securities  being  registered that remain unsold
           at the termination of the offering.

      (b)  The undersigned  registrant  hereby undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     -II-3-

<PAGE>

                                   SIGNATURES

The Registrant.

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of  Aberdeen,  state of  Washington,  on the 1st day of
March, 2004.

                               PACIFIC FINANCIAL CORPORATION


                               By  /s/ John Van Dijk
                                   --------------------------
                                   John Van Dijk
                                   Treasurer and Chief Financial Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 1st day of March, 2004.

           Signature                           Title

Principal Executive Officer and Director:

/s/ Dennis A. Long                        President, Chief   Executive  Officer,
-------------------------------           and Director

Principal Financial and Accounting Officer:

/s/ John Van Dijk                         Treasurer and Chief Financial Officer
-------------------------------
John Van Dijk


A majority of the Board of Directors:

      *JOSEPH A. MALIK                    Director (Chairman of the Board)


      *GARY C. FORCUM                     Director


      *SUSAN C. FREESE                    Director


      *DUANE E. HAGSTROM                  Director


      *ROBERT A. HALL                     Director


      *EDWIN KETEL                        Director


      *RANDY W. ROGNLIN                   Director


                                     -II-4-

<PAGE>


      *RANDY RUST                         Director


      *DOUGLAS M. SCHERMER                Director


      *SIDNEY R. SNYDER                   Director


      *WALTER L. WESTLING                 Director


      *DAVID L. WOODLAND                  Director


      *ROBERT J. WORRELL                  Director


       -----------------------------      Director
       G. Dennis Archer


       -----------------------------      Director
       John R. Ferlin


       -----------------------------      Director
       Stewart L. Thomas


      *By:  /s/ John Van Dijk
            ------------------------------
            John Van Dijk, as attorney-in-fact




                                     -II-5-

<PAGE>


                                INDEX TO EXHIBITS


5     Opinion of Miller Nash LLP.

23.1  Consent of McGladrey & Pullen, LLP.

23.2  Consent of Miller Nash LLP.  Included in Exhibit 5.

24    Power of attorney of certain officers and directors.





     Other exhibits listed in Item 601 to Regulation S-K are not applicable.



                                     -II-6-
[{"type": "S-8", "sequence": "1", "filename": "pfcs-83104.txt", "secsgml_size_bytes": 16499}]
{"company-data": {"conformed-name": "PACIFIC FINANCIAL CORP", "cik": "0001093728", "assigned-sic": "6022", "irs-number": "911815009", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113224", "film-number": "04643550"}, "business-address": {"street1": "300 E MARKET STREET", "city": "ABERDEEN", "state": "WA", "zip": "98520-5244", "phone": "3605338870"}, "mail-address": {"street1": "300 E MARKET STREET", "city": "ABERDEEN", "state": "WA", "zip": "98502-5244"}, "former-company": [{"former-conformed-name": "PACIFIC FINANCIAL CORP /", "date-changed": "20000306"}, {"former-conformed-name": "HARBOR BANCORP INC", "date-changed": "19990823"}]}
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          PACIFIC FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

       Washington                                      91-1815009
(State of incorporation)                    (IRS Employer Identification No.)

       300 East Market Street
       Aberdeen, Washington                            98520-5244
(Address of principal executive offices)               (Zip Code)

                          PACIFIC FINANCIAL CORPORATION
               STOCK OPTIONS ISSUED UPON CONVERSION OF OUTSTANDING
                       STOCK OPTIONS OF BNW BANCORP, INC.
                            (Full title of the plan)

                                 Dennis A. Long
                          Pacific Financial Corporation
                             300 East Market Street
                         Aberdeen, Washington 98520-5244
                            Telephone (360) 533-8870
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
 ==============================================================================
                                     Proposed
       Title of        Amount to     Maximum        Proposed      Amount of
   Securities to be       be      Offering Price    Maximum      Registration
      Registered      Registered    Per Share      Aggregate         Fee
                                                 Offering Price
 ------------------------------------------------------------------------------
 Common Stock, par      64,560      $11.65(2)     $752,124(3)       $95.30
 value $1.00, and      shares(1)
 options therefor
 ==============================================================================

 (1)  Plus such  indeterminate  number of shares as may be issued as a result of
      an adjustment in the shares in the event of a stock split,  stock dividend
      or similar change in  capitalization  as required by the form of agreement
      evidencing  stock  options  to  purchase  such  shares.  Pursuant  to  the
      Agreement and Plan of Merger dated as of October 22, 2003, relating to the
      merger (the "Merger") of Pacific  Financial  Corporation  and BNW Bancorp,
      Inc.  ("BNW"),  all stock options held by BNW directors and employees that
      were  outstanding  at the  effective  time of the closing of the Merger on
      February 27, 2004,  were converted into options to purchase  shares of the
      Registrant's  common  stock,  subject to  appropriate  adjustments  to the
      number of shares and the exercise price of each such option.

 (2)  Represents the weighted  average  exercise  price of the options  covering
      shares of the Registrant's common stock issued in exchange for outstanding
      options for BNW stock.

 (3)  Estimated  solely for  purposes of  calculating  the  registration  fee in
      accordance  with Rule 457(h) under the Securities Act of 1933 on the basis
      of the  aggregate  exercise  price of the options  issued in exchange  for
      outstanding options for BNW stock.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following  documents  filed by the registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

           (a) The  registrant's  annual  report on Form 10-K for the year ended
           December 31, 2002.

           (b) The registrant's  quarterly reports on Form 10-Q for the quarters
           ended March 31, 2003, June 30, 2003, and September 30, 2003.

           (c) The  registrant's  current  reports on Form 8-K filed October 23,
           2003, December 19, 2003, January 14, 2004, and March 1, 2004.

           (d) The  description  of the  registrant's  common stock  included as
           Exhibit 99 to the registrant's  quarterly report on Form 10-Q for the
           quarter ended September 30, 2000.

      All documents filed by the registrant  subsequent to the date of filing of
this Registration  Statement  pursuant to Sections 13(a),  13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  as  amended,  prior to the  filing of a
post-effective amendment that indicates all securities offered have been sold or
that  deregisters  all securities  then  remaining  unsold are  incorporated  by
reference  herein  and  are a part  hereof  from  the  date  of  filing  of such
documents.

Item 4.  Description of Securities.

           Not applicable.

Item 5.  Interests of Named Experts and Counsel.

           None.

Item 6.  Indemnification of Directors and Officers.

      Under RCW Sections  23B.08.510 to 23B.08.570  of the  Washington  Business
Corporation  Act  (the  "Act"),  a person  who is made a party  to a  proceeding
because  such  person is or was an  officer or  director  of a  corporation  (an
"Indemnitee")  shall be indemnified by the corporation (unless the corporation's
articles  of  incorporation   provide  otherwise)  against  reasonable  expenses
incurred by the  Indemnitee in connection  with the proceeding if the Indemnitee
is wholly  successful,  on the merits or otherwise,  or if ordered by a court of
competent  jurisdiction.  In  addition,  under said  sections a  corporation  is
permitted to indemnify an Indemnitee  against liability incurred in a proceeding
if (i) the  Indemnitee's  conduct was in good faith,  (ii) in a manner he or she
reasonably  believed  was in the  corporation's  best  interests or at least not
opposed  to the  corporation's  best  interests,  (iii)  the  Indemnitee  had no
reasonable  cause to believe his or her conduct was  unlawful if the  proceeding
was a criminal  proceeding,  (iv) the Indemnitee was not adjudged  liable to the
corporation if the proceeding was by or in the right of the corporation, and (v)
the  Indemnitee  was not adjudged  liable on the basis that he or she improperly
received a personal benefit.  Indemnification in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

      Pursuant  to the  registrant's  Restated  Articles  of  Incorporation,  as
amended (the "Articles"),  the registrant will indemnify each of its present and
former directors  (including  directors who are also officers),  and present and
former non-employee directors of the registrant's subsidiaries,  with respect to

                                     -II-1-
expenses,  settlements,  judgments,  penalties, and fines in suits to which such
person  is or was made or  threatened  to be made a party by  reason of the fact
that he or she is or was a director of the  registrant or a subsidiary.  No such
indemnification  may be given  if the  acts or  omissions  of the  director  are
adjudged to involve intentional misconduct or a knowing violation of law, if the
director is liable to the  registrant  for an unlawful  distribution,  or if the
director  participated  in a transaction  with the registrant in which he or she
personally  received a benefit to which he or she was not legally  entitled.  In
addition,  the  Articles  provide  that  the  directors  of the  registrant  and
non-employee  directors of its subsidiaries  shall not be personally  liable for
monetary  damages to the registrant or its  shareholders for certain breaches of
their  fiduciary duty as directors,  except for  liabilities  that involve their
intentional  misconduct or a knowing  violation of law, their  authorization  of
illegal  distributions,  or receipt of an improper  personal  benefit from their
actions as  directors.  With  respect  to  proceedings  instituted  by a federal
banking agency,  indemnification may only be provided to the extent permitted by
the federal and state laws and regulations governing financial institutions.

      The Act provides that any director held liable for the unlawful payment of
a dividend or other  distribution of assets of the registrant  shall be entitled
to  contribution  from  (a)  each  shareholder  who  accepted  the  dividend  or
distribution  knowing the same to have been made in  violation of the Act or the
Articles  and (b) each  director  who voted for or assented  to the  dividend or
distribution without complying with specified standards of conduct.

      The registrant  carries insurance  coverage for its directors and officers
against certain  liabilities  that they may incur in their capacity as directors
or officers of the registrant.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-6.

Item 9.  Undertakings.

      (a) The registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
           made, a post-effective amendment to this registration statement:

                (i) To include any  prospectus  required by Section  10(a)(3) of
           the Securities Act of 1933 ("Securities Act");

                (ii) To reflect in the  prospectus  any facts or events  arising
           after the effective date of the  registration  statement (or the most
           recent  post-effective  amendment thereof) which,  individually or in
           the aggregate,  represent a fundamental change in the information set
           forth in the registration statement;

                (iii) To include any  material  information  with respect to the
           plan of  distribution  not previously  disclosed in the  registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the

                                     -II-2-
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 ("Exchange  Act") that are  incorporated  by reference in the  registration
statement.

           (2) That,  for the purpose of  determining  any  liability  under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration  statement  relating to the securities  offered
           therein,  and the offering of such  securities  at that time shall be
           deemed to be the initial bona fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
           amendment any of the securities  being  registered that remain unsold
           at the termination of the offering.

      (b)  The undersigned  registrant  hereby undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     -II-3-
SIGNATURES

The Registrant.

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of  Aberdeen,  state of  Washington,  on the 1st day of
March, 2004.

                               PACIFIC FINANCIAL CORPORATION

                               By  /s/ John Van Dijk
                                   --------------------------
                                   John Van Dijk
                                   Treasurer and Chief Financial Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 1st day of March, 2004.

           Signature                           Title

Principal Executive Officer and Director:

/s/ Dennis A. Long                        President, Chief   Executive  Officer,
-------------------------------           and Director

Principal Financial and Accounting Officer:

/s/ John Van Dijk                         Treasurer and Chief Financial Officer
-------------------------------
John Van Dijk

A majority of the Board of Directors:

      *JOSEPH A. MALIK                    Director (Chairman of the Board)

      *GARY C. FORCUM                     Director

      *SUSAN C. FREESE                    Director

      *DUANE E. HAGSTROM                  Director

      *ROBERT A. HALL                     Director

      *EDWIN KETEL                        Director

      *RANDY W. ROGNLIN                   Director

                                     -II-4-
*RANDY RUST                         Director

      *DOUGLAS M. SCHERMER                Director

      *SIDNEY R. SNYDER                   Director

      *WALTER L. WESTLING                 Director

      *DAVID L. WOODLAND                  Director

      *ROBERT J. WORRELL                  Director

       -----------------------------      Director
       G. Dennis Archer

       -----------------------------      Director
       John R. Ferlin

       -----------------------------      Director
       Stewart L. Thomas

      *By:  /s/ John Van Dijk
            ------------------------------
            John Van Dijk, as attorney-in-fact

                                     -II-5-
INDEX TO EXHIBITS

5     Opinion of Miller Nash LLP.

23.1  Consent of McGladrey & Pullen, LLP.

23.2  Consent of Miller Nash LLP.  Included in Exhibit 5.

24    Power of attorney of certain officers and directors.

     Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                     -II-6-