<PAGE>   1

     As Filed with the Securities and Exchange Commission on June 15, 1995

                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933

                            ----------------------

                              WEST COAST BANCORP
              (Exact name of issuer as specified on its charter)


<TABLE>
 <S>                                                         <C>
             OREGON                                               93-0810577
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)
</TABLE>


                      5335 S.W. MEADOWS ROAD, SUITE 201
                          LAKE OSWEGO, OREGON  97035
                   (Address of principal executive offices)


                WEST COAST BANCORP DIRECTOR STOCK OPTION PLAN
                WEST COAST BANCORP INCENTIVE STOCK OPTION PLAN
              WEST COAST BANCORP NONQUALIFIED STOCK OPTION PLAN
                          (Full title of the plans)


                 Please send copies of all communications to:


<TABLE>
<S>                                                   <C>
CORA A. HALLAUER                                      STEPHEN M. KLEIN, ESQ.
Senior Vice President and Secretary
West Coast Bancorp
c/o Commercial Bank                                   Graham & Dunn
301 Church Street                                     1420 Fifth Avenue
P.O. Box 428                                          33rd Floor
Salem, Oregon  97308                                  Seattle, Washington  98101

(503) 399-2909                                        (206) 624-8300
</TABLE>

             (Name, address including zip code, telephone number
                  including area code, of agent for service)


<PAGE>   2

                        Calculation of Registration Fee
<TABLE>
<CAPTION>
=============================================================================================================
                                                      Proposed               Proposed
Title of                                              Maximum                Maximum
Securities                   Amount                   Offering               Aggregate           Amount of
to be                        to be                    Price                  Offering            Registration
Registered                   Registered               Per Share(1)           Price(1)            Fee
=============================================================================================================
<S>                          <C>                      <C>                    <C>                 <C>
Common Stock,
 No par value                331,619 shares(2)        $14.375                $4,767,023.10       $1,643.80
=============================================================================================================
</TABLE>


(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee. Pursuant to Rule 457(c) under the
         Securities Act of 1933, as amended (the "Securities Act"), the price
         per share is estimated to be $14.375, based upon the average of the
         high ($14.75) and low ($14.00) trading prices of the common stock, no
         par value per share (the "Common Stock"), of West Coast Bancorp (the
         "Registrant"), as reported on the Nasdaq National Market on June 13,
         1995.

(2)      Of this number, 200,000 shares are being registered for issuance under
         the Director Stock Option Plan, 89,539 shares are options outstanding
         pursuant to the Incentive Stock Option Plan and are being registered
         for issuance thereunder, and 42,080 shares are options outstanding
         pursuant to the Nonqualified Stock Option Plan and are being
         registered for issuance thereunder (all three stock option plans being
         referred to collectively, hereinafter, as the "Plans"); together with
         an indeterminate number of additional shares which may be necessary to
         adjust the number of shares reserved for issuance pursuant to the
         Plans as a result of any future stock split, stock dividend or similar
         adjustment of the outstanding Common Stock.
===============================================================================

<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in the
Registration Statement:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.

         (b)     All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.

         (c)     The description of the Common Stock contained in the
Registrant's Prospectus/Proxy Statement dated January 27, 1995 (the
"Prospectus"), included in the Registrant's Registration Statement on Form S-4
(Registration No. 33-88656), including any amendments or reports filed for the
purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Articles of Incorporation (the "Articles")
provide that the Registrant must indemnify each of its directors to the fullest
extent permitted under the Oregon Business Corporation Act (the "OBCA") against
all liabilities incurred by the director because the director is or was a
director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise.  To the fullest extent permitted by
OBCA, the Registrant's Restated Bylaws (the "Bylaws") also require the
indemnification of a director or officer and





                                              3
<PAGE>   4

permit the indemnification of an employee or agent of the Registrant made or
threatened to be made a party to a proceeding because such person is or was a
director, officer, employee, or agent of the Registrant, including any
predecessor to the Registrant which ceased to exist in a merger or other
transaction, against all liabilities (including amounts paid in settlement)
incurred in the proceeding and against expenses with respect to the proceeding
(including attorney fees) if: (a) the conduct of the director, officer,
employee, or agent was in good faith; (b) the director, officer, employee, or
agent reasonably believed the conduct was in the best interest of the
corporation, or at least not opposed to its best interest; and (c) in the case
of a criminal proceeding, the director, officer, employee, or agent is likewise
entitled to indemnification, except that no indemnification shall be made,
unless deemed proper by the court in which the matter is pending, if: (i) the
act of omission of the director, officer, employee, or agent was not in good
faith, involved intentional misconduct or knowing violation of law; (ii) the
director, officer, employee, or agent received an improper personal benefit;
(iii) the director, officer, employee, or agent breached a duty of loyalty to
the Registrant; or (iv) the director or officer received a distribution that is
unlawful under Oregon law.  Indemnification is made pursuant to these
provisions upon a finding that the indemnitee has met the applicable standard
of conduct, which finding must be made by a majority vote of the Board of
Directors, or, in certain circumstances, by a duly designated committee of the
Board of Directors, by special legal counsel, or by the shareholders of the
Registrant.

         The Articles permit the Registrant to provide further indemnification
rights to its directors, officers, employees, and agents as permitted by law.
The Registrant has provided such additional indemnification rights to its
directors, officers, employees, and agents in the Bylaws, and in
indemnification agreements entered into with certain of its directors and
officers.

         The effect of these provisions is potentially to indemnify the
Registrant's directors from all costs and expenses of liability incurred by
them in connection with any action, suit or proceeding in which they are
involved by reason of their affiliation with the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.





                                            4
<PAGE>   5

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit Number                             Description
- --------------                             -----------
   <S>           <C>
   *4.1          Restated Articles of Incorporation of the Registrant

   *4.2          Restated Bylaws of the Registrant

    5.1          Opinion of Counsel regarding legality of the Common Stock being registered

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)

   24.1          Power of Attorney (see Signature Page and certified resolutions of the Registrant's board of directors)

   99.1          West Coast Bancorp Director Stock Option Plan

   99.2          Form of Director Stock Option Agreement

   99.3          West Coast Bancorp Incentive Stock Option Plan

   99.4          Form of Incentive Stock Option Agreement

   99.5          West Coast Bancorp Nonqualified Stock Option Plan

   99.6          Form of Nonqualified Stock Option Agreement
</TABLE>

_______________________________
*        Incorporated by reference to Annexes 2 and 3, respectively, to
         Appendix 1 of the Prospectus.





                                           5
<PAGE>   6

ITEM 9.  UNDERTAKINGS.

A.       The undersigned 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;

                 (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 Registrant pursuant to
Section 13 or Section 15(d) of the 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 which 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 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 of controlling person of the Registrant
in the successful defense of any





                                           6
<PAGE>   7

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 Act and will be governed by the final adjudication of such
issue.





                                           7
<PAGE>   8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Salem, State of Oregon, on the 25th day of May,
1995.

                                       WEST COAST BANCORP


                                       By: /s/ Cora A. Hallauer
                                           -----------------------------------
                                           Cora A. Hallauer
                                           Senior Vice President and Secretary


                               POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
and appoints Victor L. Bartruff, Rodney B. Tibbatts, Cora A.  Hallauer and
Donald A. Kalkofen, and each of them, with full power of substitution and full
power to act without the other, as his true and lawful attorney-in-fact and
agent to act in his name, place and stead and to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file any and all amendments to this Registration Statement, including any and
all post-effective amendments.

         Pursuant to the requirements of the Securities Act, this Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 25th day of May, 1995.

<TABLE>
<CAPTION>
          Signature                                Title
          ---------                                -----
<S>                               <C>
/s/ Victor L. Bartruff            Co-President and Co-Chief Executive Officer
- ------------------------------    and Director (Co-Principal Executive Officer)
Victor L. Bartruff                


/s/ Rodney B. Tibbatts            Co-President and Co-Chief Executive Officer
- ------------------------------    and Director (Co-Principal Executive Officer)
Rodney B. Tibbatts                  


/s/ Donald A. Kalkofen            Treasurer and Chief Financial Officer
- ------------------------------    (Principal Financial and Accounting Officer)
Donald A. Kalkofen                  


/s/ Lester D. Green               Chairman of the Board
- ------------------------------                         
Lester D. Green
</TABLE>





                                            8
<PAGE>   9

<TABLE>
<S>                               <C>
 /s/ Gary D. Putnam               Vice Chairman of the Board
- ------------------------------                              
Gary D. Putnam


 /s/ Lloyd D. Ankeny              Director
- ------------------------------            
Lloyd D. Ankeny


 /s/ Iral D. Barrett              Director
- ------------------------------            
Iral D. Barrett


 /s/ Phillip G. Bateman           Director
- ------------------------------            
Phillip G. Bateman


 /s/ Chester C. Clark             Director
- ------------------------------            
Chester C. Clark


 /s/ Stanley M. Green             Director
- ------------------------------            
Stanley M. Green


 /s/ William B. Loch              Director
- ------------------------------            
William B. Loch


 /s/ Jack E. Long                 Director
- ------------------------------            
Jack E. Long


 /s/ C. Douglas McGregor          Director
- ------------------------------            
C. Douglas McGregor


 /s/ Robert D. Morrison           Director
- ------------------------------            
Robert D. Morrison


 /s/ J. F. Ouderkirk              Director
- ------------------------------            
J. F. Ouderkirk
</TABLE>





                                           9
<PAGE>   10

                            SECRETARY'S CERTIFICATE



         1.      I hereby certify that I am the Secretary of West Coast
Bancorp, Inc., an Oregon corporation ("Bancorp"), and that I have been duly
appointed and am presently serving in that capacity in accordance with the
Bylaws of said Bancorp.

         2.      I further certify that attached as Exhibit A is a full, true
and correct copy of resolutions adopted by the Board of Directors of Bancorp on
the 25th day of May, 1995.

         I further certify that said resolutions are still in full force and
effect and have not been revoked or rescinded as of the date hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary of
the Corporation, this 13th day of June, 1995.





                                            /s/ Cora A. Hallauer
                                            -----------------------------------
                                            Cora A. Hallauer
                                            Secretary, West Coast Bancorp, Inc.




<PAGE>   11
                                  RESOLUTION
                          OF THE BOARD OF DIRECTORS
                                      OF
                              WEST COAST BANCORP

                                   RECITALS
                                   --------

        The Transition Compensation Committee (the "Committee"), and the Board
of Directors (the "Board") of West Coast Bancorp ("Bancorp") have reviewed and
discussed a draft of a proposed Director Stock Option Plan (the "Plan").

        The Committee, with the advice and input of Bancorp's independent
compensation consultants, The Wyatt Company, recommend that the Board adopt the
Plan and related grant schedule.

        The Board believes it is appropriate and in the best interests of
Bancorp and its shareholders to adopt the Plan and to present the Plan to
shareholders for their approval at the 1995 Annual Meeting.

                                 RESOLUTIONS
                                 -----------

        RESOLVED, that the proposed Plan and related grant schedule,
substantially in the form presented and with such changes discussed at this
meeting, is hereby adopted, subject to shareholders approval of the Plan at
Bancorp's 1995 Annual Meeting of Shareholders; and be it further

        RESOLVED, that, subject to adjustments for stock dividends, splits,
etc., as provided in the Plan, 200,000 shares of Bancorp's common stock are
authorized for issuance under the Plan; and be it further

        RESOLVED, that the proper officers of Bancorp, with the assistance of
counsel, are hereby authorized to prepare and file with the Securities and
Exchange Commission and any applicable state securities authorities,
registration statements and/or notices, and any necessary amendments thereto,
to register the shares of Bancorp's Common Stock which may be issued under the
Plan; and be it further

        RESOLVED, that the proper officers of Bancorp are authorized and
directed to do or cause to be done any and all such further acts and things,
pay such filing fees, and execute and deliver any and all such further
documents and papers (including appropriate stock option agreements) as, with
the advice of counsel, they deem necessary and appropriate to carry out the
full intent and purpose of the foregoing resolutions and to comply with all
applicable provisions of law; and be it futher

        RESOLVED, that for purposes of these resolutions, the proper officers
of Bancorp are Victor L. Bartruff, Rodney B. Tibbatts, Donald A. Kalkofen, and
Cora Hallauer, with full power to act alone.


- ----------------------------------          -----------------------------------
Date                                        Cora Hallauer, Secretary
<PAGE>   12
                                EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number                             Description
- --------------                             -----------
   <S>           <C>
   *4.1          Restated Articles of Incorporation of the Registrant

   *4.2          Restated Bylaws of the Registrant

    5.1          Opinion of Counsel regarding legality of the Common Stock being registered

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)

   24.1          Power of Attorney (see Signature Page and certified resolutions of the Registrant's board of directors)

   99.1          West Coast Bancorp Director Stock Option Plan

   99.2          Form of Director Stock Option Agreement

   99.3          West Coast Bancorp Incentive Stock Option Plan

   99.4          Form of Incentive Stock Option Agreement

   99.5          West Coast Bancorp Nonqualified Stock Option Plan

   99.6          Form of Nonqualified Stock Option Agreement
</TABLE>

_______________________________
*        Incorporated by reference to Annexes 2 and 3, respectively, to
         Appendix 1 of the Prospectus.
[{"type": "S-8", "sequence": "1", "description": "WEST COAST BANCORP FORM S-8", "secsgml_size_bytes": 23718}]
{"company-data": {"conformed-name": "WEST COAST BANCORP /NEW/OR/", "cik": "0000717059", "assigned-sic": "6022", "irs-number": "930810577", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60259", "film-number": "95547306"}, "business-address": {"street1": "5000 SW MEADOWS RD", "street2": "SUITE 100", "city": "LAKE OSWEGO", "state": "OR", "zip": "97305", "phone": "5036245864"}, "mail-address": {"street1": "5000 SW MEADOWS RD", "street2": "SUITE 100", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035"}, "former-company": {"former-conformed-name": "COMMERCIAL BANCORP", "date-changed": "19920703"}}
1

     As Filed with the Securities and Exchange Commission on June 15, 1995

                                                            Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933

                            ----------------------

                              WEST COAST BANCORP
              (Exact name of issuer as specified on its charter)
OREGON                                               93-0810577
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)
5335 S.W. MEADOWS ROAD, SUITE 201
                          LAKE OSWEGO, OREGON  97035
                   (Address of principal executive offices)

                WEST COAST BANCORP DIRECTOR STOCK OPTION PLAN
                WEST COAST BANCORP INCENTIVE STOCK OPTION PLAN
              WEST COAST BANCORP NONQUALIFIED STOCK OPTION PLAN
                          (Full title of the plans)

                 Please send copies of all communications to:
CORA A. HALLAUER                                      STEPHEN M. KLEIN, ESQ.
Senior Vice President and Secretary
West Coast Bancorp
c/o Commercial Bank                                   Graham & Dunn
301 Church Street                                     1420 Fifth Avenue
P.O. Box 428                                          33rd Floor
Salem, Oregon  97308                                  Seattle, Washington  98101

(503) 399-2909                                        (206) 624-8300
(Name, address including zip code, telephone number
                  including area code, of agent for service)
2

                        Calculation of Registration Fee
=============================================================================================================
                                                      Proposed               Proposed
Title of                                              Maximum                Maximum
Securities                   Amount                   Offering               Aggregate           Amount of
to be                        to be                    Price                  Offering            Registration
Registered                   Registered               Per Share(1)           Price(1)            Fee
=============================================================================================================
Common Stock,
 No par value                331,619 shares(2)        $14.375                $4,767,023.10       $1,643.80
=============================================================================================================
(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee. Pursuant to Rule 457(c) under the
         Securities Act of 1933, as amended (the "Securities Act"), the price
         per share is estimated to be $14.375, based upon the average of the
         high ($14.75) and low ($14.00) trading prices of the common stock, no
         par value per share (the "Common Stock"), of West Coast Bancorp (the
         "Registrant"), as reported on the Nasdaq National Market on June 13,
         1995.

(2)      Of this number, 200,000 shares are being registered for issuance under
         the Director Stock Option Plan, 89,539 shares are options outstanding
         pursuant to the Incentive Stock Option Plan and are being registered
         for issuance thereunder, and 42,080 shares are options outstanding
         pursuant to the Nonqualified Stock Option Plan and are being
         registered for issuance thereunder (all three stock option plans being
         referred to collectively, hereinafter, as the "Plans"); together with
         an indeterminate number of additional shares which may be necessary to
         adjust the number of shares reserved for issuance pursuant to the
         Plans as a result of any future stock split, stock dividend or similar
         adjustment of the outstanding Common Stock.
===============================================================================
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in the
Registration Statement:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.

         (b)     All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.

         (c)     The description of the Common Stock contained in the
Registrant's Prospectus/Proxy Statement dated January 27, 1995 (the
"Prospectus"), included in the Registrant's Registration Statement on Form S-4
(Registration No. 33-88656), including any amendments or reports filed for the
purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Articles of Incorporation (the "Articles")
provide that the Registrant must indemnify each of its directors to the fullest
extent permitted under the Oregon Business Corporation Act (the "OBCA") against
all liabilities incurred by the director because the director is or was a
director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise.  To the fullest extent permitted by
OBCA, the Registrant's Restated Bylaws (the "Bylaws") also require the
indemnification of a director or officer and

                                              3
4

permit the indemnification of an employee or agent of the Registrant made or
threatened to be made a party to a proceeding because such person is or was a
director, officer, employee, or agent of the Registrant, including any
predecessor to the Registrant which ceased to exist in a merger or other
transaction, against all liabilities (including amounts paid in settlement)
incurred in the proceeding and against expenses with respect to the proceeding
(including attorney fees) if: (a) the conduct of the director, officer,
employee, or agent was in good faith; (b) the director, officer, employee, or
agent reasonably believed the conduct was in the best interest of the
corporation, or at least not opposed to its best interest; and (c) in the case
of a criminal proceeding, the director, officer, employee, or agent is likewise
entitled to indemnification, except that no indemnification shall be made,
unless deemed proper by the court in which the matter is pending, if: (i) the
act of omission of the director, officer, employee, or agent was not in good
faith, involved intentional misconduct or knowing violation of law; (ii) the
director, officer, employee, or agent received an improper personal benefit;
(iii) the director, officer, employee, or agent breached a duty of loyalty to
the Registrant; or (iv) the director or officer received a distribution that is
unlawful under Oregon law.  Indemnification is made pursuant to these
provisions upon a finding that the indemnitee has met the applicable standard
of conduct, which finding must be made by a majority vote of the Board of
Directors, or, in certain circumstances, by a duly designated committee of the
Board of Directors, by special legal counsel, or by the shareholders of the
Registrant.

         The Articles permit the Registrant to provide further indemnification
rights to its directors, officers, employees, and agents as permitted by law.
The Registrant has provided such additional indemnification rights to its
directors, officers, employees, and agents in the Bylaws, and in
indemnification agreements entered into with certain of its directors and
officers.

         The effect of these provisions is potentially to indemnify the
Registrant's directors from all costs and expenses of liability incurred by
them in connection with any action, suit or proceeding in which they are
involved by reason of their affiliation with the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                            4
5

ITEM 8.  EXHIBITS.
Exhibit Number                             Description
- --------------                             -----------
*4.1          Restated Articles of Incorporation of the Registrant

   *4.2          Restated Bylaws of the Registrant

    5.1          Opinion of Counsel regarding legality of the Common Stock being registered

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)

   24.1          Power of Attorney (see Signature Page and certified resolutions of the Registrant's board of directors)

   99.1          West Coast Bancorp Director Stock Option Plan

   99.2          Form of Director Stock Option Agreement

   99.3          West Coast Bancorp Incentive Stock Option Plan

   99.4          Form of Incentive Stock Option Agreement

   99.5          West Coast Bancorp Nonqualified Stock Option Plan

   99.6          Form of Nonqualified Stock Option Agreement
_______________________________
*        Incorporated by reference to Annexes 2 and 3, respectively, to
         Appendix 1 of the Prospectus.

                                           5
6

ITEM 9.  UNDERTAKINGS.

A.       The undersigned 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;

                 (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 Registrant pursuant to
Section 13 or Section 15(d) of the 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 which 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 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 of controlling person of the Registrant
in the successful defense of any

                                           6
7

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 Act and will be governed by the final adjudication of such
issue.

                                           7
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Salem, State of Oregon, on the 25th day of May,
1995.

                                       WEST COAST BANCORP

                                       By: /s/ Cora A. Hallauer
                                           -----------------------------------
                                           Cora A. Hallauer
                                           Senior Vice President and Secretary

                               POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
and appoints Victor L. Bartruff, Rodney B. Tibbatts, Cora A.  Hallauer and
Donald A. Kalkofen, and each of them, with full power of substitution and full
power to act without the other, as his true and lawful attorney-in-fact and
agent to act in his name, place and stead and to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file any and all amendments to this Registration Statement, including any and
all post-effective amendments.

         Pursuant to the requirements of the Securities Act, this Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 25th day of May, 1995.
Signature                                Title
          ---------                                -----
/s/ Victor L. Bartruff            Co-President and Co-Chief Executive Officer
- ------------------------------    and Director (Co-Principal Executive Officer)
Victor L. Bartruff                

/s/ Rodney B. Tibbatts            Co-President and Co-Chief Executive Officer
- ------------------------------    and Director (Co-Principal Executive Officer)
Rodney B. Tibbatts                  

/s/ Donald A. Kalkofen            Treasurer and Chief Financial Officer
- ------------------------------    (Principal Financial and Accounting Officer)
Donald A. Kalkofen                  

/s/ Lester D. Green               Chairman of the Board
- ------------------------------                         
Lester D. Green
8
9
/s/ Gary D. Putnam               Vice Chairman of the Board
- ------------------------------                              
Gary D. Putnam

 /s/ Lloyd D. Ankeny              Director
- ------------------------------            
Lloyd D. Ankeny

 /s/ Iral D. Barrett              Director
- ------------------------------            
Iral D. Barrett

 /s/ Phillip G. Bateman           Director
- ------------------------------            
Phillip G. Bateman

 /s/ Chester C. Clark             Director
- ------------------------------            
Chester C. Clark

 /s/ Stanley M. Green             Director
- ------------------------------            
Stanley M. Green

 /s/ William B. Loch              Director
- ------------------------------            
William B. Loch

 /s/ Jack E. Long                 Director
- ------------------------------            
Jack E. Long

 /s/ C. Douglas McGregor          Director
- ------------------------------            
C. Douglas McGregor

 /s/ Robert D. Morrison           Director
- ------------------------------            
Robert D. Morrison

 /s/ J. F. Ouderkirk              Director
- ------------------------------            
J. F. Ouderkirk
9
10

                            SECRETARY'S CERTIFICATE

         1.      I hereby certify that I am the Secretary of West Coast
Bancorp, Inc., an Oregon corporation ("Bancorp"), and that I have been duly
appointed and am presently serving in that capacity in accordance with the
Bylaws of said Bancorp.

         2.      I further certify that attached as Exhibit A is a full, true
and correct copy of resolutions adopted by the Board of Directors of Bancorp on
the 25th day of May, 1995.

         I further certify that said resolutions are still in full force and
effect and have not been revoked or rescinded as of the date hereof.

         IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary of
the Corporation, this 13th day of June, 1995.

                                            /s/ Cora A. Hallauer
                                            -----------------------------------
                                            Cora A. Hallauer
                                            Secretary, West Coast Bancorp, Inc.
11
                                  RESOLUTION
                          OF THE BOARD OF DIRECTORS
                                      OF
                              WEST COAST BANCORP

                                   RECITALS
                                   --------

        The Transition Compensation Committee (the "Committee"), and the Board
of Directors (the "Board") of West Coast Bancorp ("Bancorp") have reviewed and
discussed a draft of a proposed Director Stock Option Plan (the "Plan").

        The Committee, with the advice and input of Bancorp's independent
compensation consultants, The Wyatt Company, recommend that the Board adopt the
Plan and related grant schedule.

        The Board believes it is appropriate and in the best interests of
Bancorp and its shareholders to adopt the Plan and to present the Plan to
shareholders for their approval at the 1995 Annual Meeting.

                                 RESOLUTIONS
                                 -----------

        RESOLVED, that the proposed Plan and related grant schedule,
substantially in the form presented and with such changes discussed at this
meeting, is hereby adopted, subject to shareholders approval of the Plan at
Bancorp's 1995 Annual Meeting of Shareholders; and be it further

        RESOLVED, that, subject to adjustments for stock dividends, splits,
etc., as provided in the Plan, 200,000 shares of Bancorp's common stock are
authorized for issuance under the Plan; and be it further

        RESOLVED, that the proper officers of Bancorp, with the assistance of
counsel, are hereby authorized to prepare and file with the Securities and
Exchange Commission and any applicable state securities authorities,
registration statements and/or notices, and any necessary amendments thereto,
to register the shares of Bancorp's Common Stock which may be issued under the
Plan; and be it further

        RESOLVED, that the proper officers of Bancorp are authorized and
directed to do or cause to be done any and all such further acts and things,
pay such filing fees, and execute and deliver any and all such further
documents and papers (including appropriate stock option agreements) as, with
the advice of counsel, they deem necessary and appropriate to carry out the
full intent and purpose of the foregoing resolutions and to comply with all
applicable provisions of law; and be it futher

        RESOLVED, that for purposes of these resolutions, the proper officers
of Bancorp are Victor L. Bartruff, Rodney B. Tibbatts, Donald A. Kalkofen, and
Cora Hallauer, with full power to act alone.

- ----------------------------------          -----------------------------------
Date                                        Cora Hallauer, Secretary
12
                                EXHIBIT INDEX
Exhibit Number                             Description
- --------------                             -----------
*4.1          Restated Articles of Incorporation of the Registrant

   *4.2          Restated Bylaws of the Registrant

    5.1          Opinion of Counsel regarding legality of the Common Stock being registered

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)

   24.1          Power of Attorney (see Signature Page and certified resolutions of the Registrant's board of directors)

   99.1          West Coast Bancorp Director Stock Option Plan

   99.2          Form of Director Stock Option Agreement

   99.3          West Coast Bancorp Incentive Stock Option Plan

   99.4          Form of Incentive Stock Option Agreement

   99.5          West Coast Bancorp Nonqualified Stock Option Plan

   99.6          Form of Nonqualified Stock Option Agreement
_______________________________
*        Incorporated by reference to Annexes 2 and 3, respectively, to
         Appendix 1 of the Prospectus.