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
                     2000 STOCK INCENTIVE COMPENSATION PLAN

                                      ----

                            THE BANK OF GRAYS HARBOR
                           INCENTIVE STOCK OPTION PLAN
                            (Full title of the plans)


                                Janice M. Pearce
                          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
<TABLE>
 ===========================================================================================

        Title of                        Proposed Maximum  Proposed Maximum
    Securities to be      Amount to be   Offering Price      Aggregate        Amount of
       Registered          Registered      Per Share      Offering Price   Registration Fee
 -------------------------------------------------------------------------------------------
<S>                      <C>                  <C>         <C>                 <C>
 Common Stock, par       577,300 shares       (2)         $13,105,829.50      $3,459.94
 value $1.00 (1)                                                (2)
 ===========================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
statement  covers the  additional  shares  issuable  pursuant to a five-for- one
stock split effected July 15, 2000, and also covers an  indeterminate  number of
additional  shares  reserved for issuance as a result of any future stock split,
stock dividend, or similar adjustment of the outstanding common stock.

(2) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and
the  registration  fee have been computed  based on (i) the  aggregate  exercise
price of  outstanding  options  to  purchase  a total of  77,300  shares  of the
registrant's  common stock in the amount of $1,480,829.50  and (ii) with respect
to the balance of 500,000 shares, the amount of $11,625,000 based on the average
of the bid and asked  prices in the  over-the-counter  market  for shares of the
registrant's common stock on December 4, 2000, $23.25.

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

<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, 1999.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 2000, June 30, 2000, and September 30, 2000.

            (c) The  registrant's  Current  Reports on Form 8-K filed  April 21,
            2000, and June 29, 2000.

            (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 which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be 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

                                     -II-1-
<PAGE>

officers),  and present and former  non-employee  directors of the  registrant's
subsidiaries, with respect to 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-5.

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;

                                     -II-2-
<PAGE>

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 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 5th day of
December, 2000.

                                    PACIFIC FINANCIAL CORPORATION


                                    By  /s/ John Van Dijk
                                        ----------------------------------
                                          John Van Dijk
                                          Treasurer

      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 5th day of December, 2000.

            Signature                                 Title

      Principal Executive Officer and Director:

      *DENNIS A. LONG                                 President and Director

      Principal Financial and Accounting Officer:

      /s/ John Van Dijk                               Treasurer
      -------------------------------
      John Van Dijk


      A majority of the Board of Directors:


      *JOSEPH A. MALIK                          Director  and  Chairman
                                                of the Board
      *ROBERT J. WORRELL                        Director  and Chief
                                                Executive Officer
      *GARY C. FORCUM                           Director
      *DUANE E. HAGSTROM                        Director
      *ROBERT A. HALL                           Director
      *SIDNEY R. SNYDER                         Director
      *WALTER L. WESTLING                       Director
      *DAVID L. WOODLAND                        Director

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


                                     -II-4-
<PAGE>

                                INDEX TO EXHIBITS


4.1   Restated  Articles  of  Incorporation,  as  amended,  of  the registrant.
      Incorporated  by  reference to Exhibit 3.2 to the  registrant's Quarterly
      Report on Form 10-Q for the quarter ended June 30, 2000.

4.2   Bylaws of the  registrant.  Incorporated  by reference to  Exhibit 2b to
      Form 8-A filed by the  registrant  and  declared  effective  on March 7,
      2000 (Registration No. 000-29829).

5     Opinion of Miller Nash LLP.

23.1  Consent of Knight Vale & Gregory PLLC.

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-5-
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{"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": "333-51254", "film-number": "783464"}, "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": "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
                     2000 STOCK INCENTIVE COMPENSATION PLAN

                                      ----

                            THE BANK OF GRAYS HARBOR
                           INCENTIVE STOCK OPTION PLAN
                            (Full title of the plans)

                                Janice M. Pearce
                          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

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

        Title of                        Proposed Maximum  Proposed Maximum
    Securities to be      Amount to be   Offering Price      Aggregate        Amount of
       Registered          Registered      Per Share      Offering Price   Registration Fee
 -------------------------------------------------------------------------------------------
Common Stock, par       577,300 shares       (2)         $13,105,829.50      $3,459.94
 value $1.00 (1)                                                (2)
 ===========================================================================================
(1) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
statement  covers the  additional  shares  issuable  pursuant to a five-for- one
stock split effected July 15, 2000, and also covers an  indeterminate  number of
additional  shares  reserved for issuance as a result of any future stock split,
stock dividend, or similar adjustment of the outstanding common stock.

(2) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and
the  registration  fee have been computed  based on (i) the  aggregate  exercise
price of  outstanding  options  to  purchase  a total of  77,300  shares  of the
registrant's  common stock in the amount of $1,480,829.50  and (ii) with respect
to the balance of 500,000 shares, the amount of $11,625,000 based on the average
of the bid and asked  prices in the  over-the-counter  market  for shares of the
registrant's common stock on December 4, 2000, $23.25.

================================================================================
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, 1999.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 2000, June 30, 2000, and September 30, 2000.

            (c) The  registrant's  Current  Reports on Form 8-K filed  April 21,
            2000, and June 29, 2000.

            (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 which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be 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

                                     -II-1-
officers),  and present and former  non-employee  directors of the  registrant's
subsidiaries, with respect to 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-5.

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;

                                     -II-2-
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 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 5th day of
December, 2000.

                                    PACIFIC FINANCIAL CORPORATION

                                    By  /s/ John Van Dijk
                                        ----------------------------------
                                          John Van Dijk
                                          Treasurer

      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 5th day of December, 2000.

            Signature                                 Title

      Principal Executive Officer and Director:

      *DENNIS A. LONG                                 President and Director

      Principal Financial and Accounting Officer:

      /s/ John Van Dijk                               Treasurer
      -------------------------------
      John Van Dijk

      A majority of the Board of Directors:

      *JOSEPH A. MALIK                          Director  and  Chairman
                                                of the Board
      *ROBERT J. WORRELL                        Director  and Chief
                                                Executive Officer
      *GARY C. FORCUM                           Director
      *DUANE E. HAGSTROM                        Director
      *ROBERT A. HALL                           Director
      *SIDNEY R. SNYDER                         Director
      *WALTER L. WESTLING                       Director
      *DAVID L. WOODLAND                        Director

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

                                     -II-4-
INDEX TO EXHIBITS

4.1   Restated  Articles  of  Incorporation,  as  amended,  of  the registrant.
      Incorporated  by  reference to Exhibit 3.2 to the  registrant's Quarterly
      Report on Form 10-Q for the quarter ended June 30, 2000.

4.2   Bylaws of the  registrant.  Incorporated  by reference to  Exhibit 2b to
      Form 8-A filed by the  registrant  and  declared  effective  on March 7,
      2000 (Registration No. 000-29829).

5     Opinion of Miller Nash LLP.

23.1  Consent of Knight Vale & Gregory PLLC.

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-5-