REGISTRATION NO. 333-
================================================================================


                       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 REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Oregon                                            93-0810577
(STATE OF INCORPORATION)                       (IRS EMPLOYER IDENTIFICATION NO.)

    5335 Meadows Road, Suite 201
    Lake Oswego, Oregon                                     97035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)


                           2000 RESTRICTED STOCK PLAN
                            (FULL TITLE OF THE PLAN)


                                Shauna L. Vernal
                               West Coast Bancorp
                          5335 Meadows Road, Suite 201
                            Lake Oswego, Oregon 97035
                            Telephone (503) 684-0884
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)



<TABLE>
<S>                            <C>                <C>            <C>                <C>

                                   CALCULATION OF REGISTRATION FEE
===================================================================================================
                                            PROPOSED MAXIMUM  PROPOSED MAXIMUM
      TITLE OF                 AMOUNT TO BE  OFFERING PRICE       AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED     REGISTERED     PER SHARE        OFFERING PRICE  REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Common Stock, no par value(1)  250,000 shares     (2)            $2,593,750(2)      $684.75
===================================================================================================

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration  statement also covers
     an  indeterminate  number of additional  shares reserved for issuance under the 2000 Restricted
     Stock Plan 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 the average of the high and low per share sales  prices,  $10.375,
     reported for the common stock,  no par value  ("Common  Stock"),  on The Nasdaq Stock Market on
     April 13, 2000.
====================================================================================================
</TABLE>
<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 (the "1999 Form 10-K").

              (b) The registrant's  Current Reports on Form 8-K filed January 7,
              2000, and April 3, 2000.

              (c) The description of the registrant's  capital stock included as
              Exhibit 99.1 to this registration statement.

         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.

         The Oregon  Business  Corporation  Act (the "Oregon Act")  requires the
indemnification  of an  individual  made a party  to a  proceeding  because  the
individual is or was a director,  officer,  employee,  or agent of a corporation
(unless  limited  by  the  corporation's   articles  of  incorporation)  if  the
individual is wholly  successful in the proceeding,  on the merits or otherwise.
In addition, the Oregon Act allows a corporation to indemnify such an individual
if: (a) the  conduct of the  individual  was in good faith;  (b) the  individual
reasonably  believed that the individual's  conduct was in the best interests of
the corporation,  or at least not opposed to its best interests;  and (c) in the
case of any criminal  proceeding,  the  individual  had no  reasonable  cause to
believe that the individual's conduct was unlawful.

         A corporation  may also provide  indemnification  if (x) in the case of
any proceeding by or in the right of the  corporation,  such  individual was not
adjudged  liable to the  corporation  or (y) in connection  with any  proceeding
(other  than a  proceeding  by or in the  right  of  the  corporation)  charging
improper  personal  benefit to the individual,  such individual was not adjudged
liable on the basis that he or she improperly received a personal benefit.

         The  Oregon  Act also  authorizes  a court  to  order  indemnification,
whether  or not the above  standards  of  conduct  have  been met,  if the court
determines  that the officer or director  is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances.

                                     -II-1-
<PAGE>

         The  indemnification  described  above is not  exclusive  of any  other
rights to which  officers or  directors  may be entitled  under a  corporation's
articles of incorporation or bylaws, or under any agreement, action of its board
of directors, vote of shareholders or otherwise.

         Article V of the  restated  articles  of  incorporation  of the Company
provides  that the Company will  indemnify  each of its directors to the fullest
extent permissible under the Oregon Act and permits the Company to indemnify its
officers, employees, and agents. Section 5 of the bylaws of the Company requires
such indemnification for directors and officers,  or any individual who, while a
director of the  corporation,  is or was serving at the  Company's  request 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,  against liability and expenses,  including  attorney fees,
actually and  necessarily  incurred by such  individual in  connection  with any
threatened,  pending,  or completed  action,  suit,  or  proceeding to which the
individual  is a party.  However,  the Company will not provide  indemnification
when (1) a director  or officer  commits  intentional  misconduct  or  knowingly
violates the law; (2) a director or officer is adjudged liable to the Company in
a proceeding by or in the right of the Company;  or (3) a director or officer is
adjudged  liable in any proceeding  charging  improper  personal  benefit on the
basis that the director or officer improperly  received a personal benefit.  The
Company may,  but is not required to, offer the same rights of  indemnification,
on a case-by-case basis, to employees and agents of the Company. Indemnification
rights and procedures,  including  entitlement to advances of expenses,  are set
forth in more detail in the Company's bylaws.

         The Company has also entered into  indemnification  agreements with its
directors and certain of its officers. These agreements provide that the Company
will indemnify its directors and officers who are parties thereto to the fullest
extent   permitted   under  the  Oregon  Act  and  the  Company's   articles  of
incorporation and bylaws against expenses and liabilities  incurred in specified
actions,  suits or  proceedings  unless  covered by  insurance  or except in the
circumstances described above.

         ORS 60.367  provides  that any  director  held liable  pursuant to that
section for the unlawful  payment of a dividend or other  distribution of assets
of a corporation 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  Oregon  Act or the  articles  of  incorporation  and (b) each
director  who voted for or assented  to the  dividend  or  distribution  without
complying with the applicable standards of conduct described in ORS 60.357.

         The Company carries  insurance  coverage for its officers and directors
against certain  liabilities that they may incur in their respective  capacities
with the Company.

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:

                                     -II-2-
<PAGE>

                        (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 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 Lake  Oswego,  state of  Oregon,  on the 20th day of
April, 2000.

                                        WEST COAST BANCORP


                                        By /s/ Robert D. Sznewajs
                                           Robert D. Sznewajs
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Robert D. Sznewajs and Shauna L. Vernal,  and each of them,  his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, in any and
all capacities,  to sign this  registration  statement to be filed by West Coast
Bancorp,  relating to 250,000 shares of its common stock, no par value, issuable
pursuant  to its  2000  Restricted  Stock  Plan,  and  any  and  all  amendments
(including post-effective amendments) to such registration statement and to file
the same,  with  exhibits,  with the  Securities  and  Exchange  Commission.  In
addition, each of the undersigned grants unto said attorneys-in-fact and agents,
and each of them,  full power and authority to do and perform each and every act
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorneys-in-fact and agents may lawfully do or cause to be done.

         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 20th day of April, 2000.

              Signature                                     Title
              ---------                                     -----
         Principal Executive Officer and Director:

         /s/ Robert D. Sznewajs            President and Chief Executive Officer
         Robert D. Sznewajs                and Director

         Principal Financial Officer:

         /s/ Anders Giltvedt               Chief Financial Officer
         Anders Giltvedt

         Principal Accounting Officer:

         /s/ Kevin M. McClung              Vice President and Controller
         Kevin M. McClung

                                     -II-4-
<PAGE>

         A majority of the Board of Directors:


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

         /s/ Michael J. Bragg              Director
         Michael J. Bragg


         /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/ J. F. Ouderkirk               Director
         J. F. Ouderkirk


         /s/ Mary B. Pearmine              Director
         Mary B. Pearmine


         /s/ Gary D. Putnam                Director
         Gary D. Putnam

                                     -II-5-
<PAGE>


                                INDEX TO EXHIBITS


4.1      Restated  Articles of  Incorporation,  as amended,  of the  registrant.
         Incorporated by reference to Exhibit 3.1 to the registrant's  Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1998.

4.2      Restated Bylaws of the registrant. Incorporated by reference to Exhibit
         3.2 to the  registrant's  Annual Report on Form 10-K for the year ended
         December 31, 1998.

5        Opinion of Miller Nash LLP.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Dwyer Pemberton and Coulson, P.C.

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

24       Power of attorney of certain officers and directors. See page II-4.

99.1     Description of the capital stock of West Coast Bancorp.

99.2     West Coast Bancorp 2000 Restricted Stock Plan.

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

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

                                     -II-6-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18323}]
{"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": "333-35208", "film-number": "605639"}, "business-address": {"street1": "5335 SW MEADOWS RD", "street2": "SUITE 201", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035", "phone": "5036840884"}, "mail-address": {"street1": "5335 SW MEADOWS RD", "street2": "SUITE 201", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035"}, "former-company": {"former-conformed-name": "COMMERCIAL BANCORP", "date-changed": "19920703"}}
REGISTRATION NO. 333-
================================================================================

                       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 REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Oregon                                            93-0810577
(STATE OF INCORPORATION)                       (IRS EMPLOYER IDENTIFICATION NO.)

    5335 Meadows Road, Suite 201
    Lake Oswego, Oregon                                     97035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

                           2000 RESTRICTED STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                                Shauna L. Vernal
                               West Coast Bancorp
                          5335 Meadows Road, Suite 201
                            Lake Oswego, Oregon 97035
                            Telephone (503) 684-0884
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
===================================================================================================
                                            PROPOSED MAXIMUM  PROPOSED MAXIMUM
      TITLE OF                 AMOUNT TO BE  OFFERING PRICE       AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED     REGISTERED     PER SHARE        OFFERING PRICE  REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Common Stock, no par value(1)  250,000 shares     (2)            $2,593,750(2)      $684.75
===================================================================================================

(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration  statement also covers
     an  indeterminate  number of additional  shares reserved for issuance under the 2000 Restricted
     Stock Plan 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 the average of the high and low per share sales  prices,  $10.375,
     reported for the common stock,  no par value  ("Common  Stock"),  on The Nasdaq Stock Market on
     April 13, 2000.
====================================================================================================
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 (the "1999 Form 10-K").

              (b) The registrant's  Current Reports on Form 8-K filed January 7,
              2000, and April 3, 2000.

              (c) The description of the registrant's  capital stock included as
              Exhibit 99.1 to this registration statement.

         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.

         The Oregon  Business  Corporation  Act (the "Oregon Act")  requires the
indemnification  of an  individual  made a party  to a  proceeding  because  the
individual is or was a director,  officer,  employee,  or agent of a corporation
(unless  limited  by  the  corporation's   articles  of  incorporation)  if  the
individual is wholly  successful in the proceeding,  on the merits or otherwise.
In addition, the Oregon Act allows a corporation to indemnify such an individual
if: (a) the  conduct of the  individual  was in good faith;  (b) the  individual
reasonably  believed that the individual's  conduct was in the best interests of
the corporation,  or at least not opposed to its best interests;  and (c) in the
case of any criminal  proceeding,  the  individual  had no  reasonable  cause to
believe that the individual's conduct was unlawful.

         A corporation  may also provide  indemnification  if (x) in the case of
any proceeding by or in the right of the  corporation,  such  individual was not
adjudged  liable to the  corporation  or (y) in connection  with any  proceeding
(other  than a  proceeding  by or in the  right  of  the  corporation)  charging
improper  personal  benefit to the individual,  such individual was not adjudged
liable on the basis that he or she improperly received a personal benefit.

         The  Oregon  Act also  authorizes  a court  to  order  indemnification,
whether  or not the above  standards  of  conduct  have  been met,  if the court
determines  that the officer or director  is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances.

                                     -II-1-
The  indemnification  described  above is not  exclusive  of any  other
rights to which  officers or  directors  may be entitled  under a  corporation's
articles of incorporation or bylaws, or under any agreement, action of its board
of directors, vote of shareholders or otherwise.

         Article V of the  restated  articles  of  incorporation  of the Company
provides  that the Company will  indemnify  each of its directors to the fullest
extent permissible under the Oregon Act and permits the Company to indemnify its
officers, employees, and agents. Section 5 of the bylaws of the Company requires
such indemnification for directors and officers,  or any individual who, while a
director of the  corporation,  is or was serving at the  Company's  request 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,  against liability and expenses,  including  attorney fees,
actually and  necessarily  incurred by such  individual in  connection  with any
threatened,  pending,  or completed  action,  suit,  or  proceeding to which the
individual  is a party.  However,  the Company will not provide  indemnification
when (1) a director  or officer  commits  intentional  misconduct  or  knowingly
violates the law; (2) a director or officer is adjudged liable to the Company in
a proceeding by or in the right of the Company;  or (3) a director or officer is
adjudged  liable in any proceeding  charging  improper  personal  benefit on the
basis that the director or officer improperly  received a personal benefit.  The
Company may,  but is not required to, offer the same rights of  indemnification,
on a case-by-case basis, to employees and agents of the Company. Indemnification
rights and procedures,  including  entitlement to advances of expenses,  are set
forth in more detail in the Company's bylaws.

         The Company has also entered into  indemnification  agreements with its
directors and certain of its officers. These agreements provide that the Company
will indemnify its directors and officers who are parties thereto to the fullest
extent   permitted   under  the  Oregon  Act  and  the  Company's   articles  of
incorporation and bylaws against expenses and liabilities  incurred in specified
actions,  suits or  proceedings  unless  covered by  insurance  or except in the
circumstances described above.

         ORS 60.367  provides  that any  director  held liable  pursuant to that
section for the unlawful  payment of a dividend or other  distribution of assets
of a corporation 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  Oregon  Act or the  articles  of  incorporation  and (b) each
director  who voted for or assented  to the  dividend  or  distribution  without
complying with the applicable standards of conduct described in ORS 60.357.

         The Company carries  insurance  coverage for its officers and directors
against certain  liabilities that they may incur in their respective  capacities
with the Company.

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:

                                     -II-2-
(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 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 Lake  Oswego,  state of  Oregon,  on the 20th day of
April, 2000.

                                        WEST COAST BANCORP

                                        By /s/ Robert D. Sznewajs
                                           Robert D. Sznewajs
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Robert D. Sznewajs and Shauna L. Vernal,  and each of them,  his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, in any and
all capacities,  to sign this  registration  statement to be filed by West Coast
Bancorp,  relating to 250,000 shares of its common stock, no par value, issuable
pursuant  to its  2000  Restricted  Stock  Plan,  and  any  and  all  amendments
(including post-effective amendments) to such registration statement and to file
the same,  with  exhibits,  with the  Securities  and  Exchange  Commission.  In
addition, each of the undersigned grants unto said attorneys-in-fact and agents,
and each of them,  full power and authority to do and perform each and every act
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorneys-in-fact and agents may lawfully do or cause to be done.

         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 20th day of April, 2000.

              Signature                                     Title
              ---------                                     -----
         Principal Executive Officer and Director:

         /s/ Robert D. Sznewajs            President and Chief Executive Officer
         Robert D. Sznewajs                and Director

         Principal Financial Officer:

         /s/ Anders Giltvedt               Chief Financial Officer
         Anders Giltvedt

         Principal Accounting Officer:

         /s/ Kevin M. McClung              Vice President and Controller
         Kevin M. McClung

                                     -II-4-
A majority of the Board of Directors:

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

         /s/ Michael J. Bragg              Director
         Michael J. Bragg

         /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/ J. F. Ouderkirk               Director
         J. F. Ouderkirk

         /s/ Mary B. Pearmine              Director
         Mary B. Pearmine

         /s/ Gary D. Putnam                Director
         Gary D. Putnam

                                     -II-5-
INDEX TO EXHIBITS

4.1      Restated  Articles of  Incorporation,  as amended,  of the  registrant.
         Incorporated by reference to Exhibit 3.1 to the registrant's  Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1998.

4.2      Restated Bylaws of the registrant. Incorporated by reference to Exhibit
         3.2 to the  registrant's  Annual Report on Form 10-K for the year ended
         December 31, 1998.

5        Opinion of Miller Nash LLP.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Dwyer Pemberton and Coulson, P.C.

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

24       Power of attorney of certain officers and directors. See page II-4.

99.1     Description of the capital stock of West Coast Bancorp.

99.2     West Coast Bancorp 2000 Restricted Stock Plan.

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

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

                                     -II-6-