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)


            WEST COAST BANCORP DIRECTORS' DEFERRED COMPENSATION PLAN
            WEST COAST BANCORP EXECUTIVES' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                               Robert D. Sznewajs
                      President and Chief Executive Officer
                               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
================================================================================

       Title of      Amount to be     Proposed     Proposed Maximum   Amount of
   Securities to be   Registered       Maximum        Aggregate     Registration
      Registered                    Offering Price   Offering Price      Fee
                                       Per Share
--------------------------------------------------------------------------------
Deferred Compensation
Obligations (1)        $2,500,000        100%         $2,500,000         $202.25

Common Stock, no par   100,000 shares    (4)        $1,613,500(4)        $130.53
value                  (2)(3)
--------------------------------------------------------------------------------

(1) The deferred  compensation  obligations  are unsecured  obligations  of West
    Coast Bancorp to pay deferred  compensation  in accordance with the terms of
    the West Coast Bancorp  Directors'  Deferred  Compensation Plan and the West
    Coast Bancorp Executives'  Deferred  Compensation Plan referenced above (the
    "Plans").
(2) Estimated  number of shares of common  stock that may be acquired  under the
    Plans during the next five years.
(3) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
    statement  also covers an  indeterminate  number of  additional  shares as a
    result of any future stock splits,  stock dividends,  or similar adjustments
    of the outstanding common stock.
(4) Pursuant to Rule 457(c) and (h), the  proposed  maximum  aggregate  offering
    price has been estimated  based on the average of the high and low per share
    sales prices, $16.135, reported on the Nasdaq National Stock Market on April
    24, 2003, solely for purposes of calculating the registration fee.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

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

            (b) The  description of the  registrant's  capital stock included as
            Exhibit  99.1  to  the  Registration  Statement  on  Form  S-8  (No.
            333-35208) filed on April 20, 2000.

      All  documents  filed by the  registrant  subsequent to those listed above
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.

      Until July 2001,  Arthur Andersen LLP ("Arthur  Andersen")  served as West
Coast Bancorp's independent  auditors. As a result, the registrant's  statements
of income,  cash flow,  and changes in  stockholders'  equity for the year ended
December 31, 2000,  incorporated by reference into this  registration  statement
were audited by Arthur  Andersen,  as stated in their  report dated  January 18,
2001. After reasonable efforts,  the registrant was not able to obtain a written
consent  from  Arthur  Andersen  to  the  incorporation  by  reference  in  this
registration  statement  on Form S-8 of their report as required by Section 7 of
the  Securities  Act of 1933,  as amended (the  "Securities  Act").  Under these
circumstances, rules under the Securities Act permit the registrant to file this
registration  statement  without a written consent.  Because Arthur Andersen has
not consented to incorporation by reference of its report herein,  purchasers of
securities registered hereunder will not be able to sue Arthur Andersen pursuant
to Section 11 of the  Securities  Act and may have their  recovery  limited as a
result of the lack of consent.

Item 4.  Description of Securities.

      The  deferred   compensation   obligations   of  the  registrant  and  its
subsidiaries  registered  hereunder (the  "Obligations")  are unsecured  general
obligations  of the registrant or its  subsidiaries,  as the case may be, to pay
the value of deferred  compensation  accounts of participants in accordance with
the  terms  and  conditions  of  the  West  Coast  Bancorp  Directors'  Deferred
Compensation Plan and the West Coast Bancorp Executives'  Deferred  Compensation
Plan (collectively, the "Plans"). The following discussion of the Plans is not a
complete  description of the Plans and is qualified in its entirety by reference
to the full text of the Plans. The filing of this registration statement on Form
S-8 is not, and should not be construed  as, an admission  that the  Obligations
constitute securities under applicable federal, state, or local laws.

      The Plans  are  nonqualified  deferred  compensation  plans  for  eligible
executives  and other key  employees  and  directors of the  registrant  and its
subsidiaries. Under the Plans, the registrant provides all eligible participants
with the opportunity to defer income earned either as compensation  for services
or in the form of directors' fees.

      The Obligations are general unsecured and  unsubordinated  indebtedness of
the  registrant  or its  subsidiaries.  Participants'  rights to  payment of the
Obligations  are no greater  than those of general

                                      II-1
<PAGE>

unsecured  creditors of the registrant or its  subsidiaries.  The registrant and
each of its  participating  subsidiaries are liable for payments to participants
only  to the  extent  that  the  compensation  deferred  was  earned  while  the
participant was an employee or director of a particular  entity.  The registrant
and its subsidiaries are not jointly and severally liable for payments due under
the Plans.  Except for the  portion of the  Obligations  that are  payable  upon
distribution in shares of the  registrant's  common stock under the terms of the
Plans,  the  Obligations  are  not  convertible  into  any of  the  registrant's
securities.

      The  registrant  has  established a grantor  trust,  popularly  known as a
"rabbi  trust," to allow it and its  subsidiaries  to accumulate  assets to help
fund payment of the  Obligations.  No participant in the Plans has any preferred
claim to any assets of the trust. Participants have a beneficial interest in the
trust's assets only to the extent provided under the terms and conditions of the
trust  agreement  and the Plans.  The assets of the trust may not be returned to
the registrant or its subsidiaries  until the Obligations are satisfied,  unless
the registrant or a subsidiary becomes insolvent as defined under the Plans. The
assets of the trust are allocated according to the respective Obligations of the
registrant and its  subsidiaries  and those allocated  amounts remain subject to
the  respective  claims  of the  registrant's  creditors  and  creditors  of the
registrant's  subsidiaries.  In addition, all assets of the trust remain subject
to the claims of the registrant's creditors.

      Assets  held in the trust are  invested  by the trustee (in this case West
Coast Trust,  a  subsidiary  of the  registrant)  in its  discretion  but within
guidelines   established  by  the  plan  administrator   under  the  Plans  (the
"Administrator").  However, under the terms of the registrant's trust agreement,
in exercising  its  investment  discretion,  the trustee will give due regard to
investment  directions received from participants with respect to their accounts
maintained  under the Plans.  Participants  may request that amounts credited to
their accounts be allocated among various investment alternatives made available
by the trustee  under the Plans,  including  the  registrant's  common stock and
certain other  investments.  All rights  associated with assets of the trust are
exercised  by the  trustee and may not be  exercised  by  participants  or their
beneficiaries,  although the participants  may direct the trustee  regarding the
voting  and  tender  rights  related  to any of the  registrant's  common  stock
credited  to their  accounts  under the  Plans,  unless the  trustee  chooses to
exercise those rights.

      The  Administrator  maintains  an  account  for each  participant  for the
purpose  of  recording  the  unsecured  obligation  of  the  registrant  or  its
subsidiaries  to pay deferred  compensation  in accordance with the terms of the
Plans.  Accounts are adjusted  regularly to reflect  compensation  deferred by a
participant  under the Plans,  a  participant's  allocable  share of the income,
losses,  appreciation  and  depreciation  of  assets  applicable  to  his or her
account,  any  distributions  or  transfers  made  from the Plans on behalf of a
participant,  and a participant's share, if any, of plan expenses.  Accounts are
established  and  maintained  merely to record the  obligation  to pay  deferred
compensation  under the  Plans.  Participants  and their  beneficiaries  have no
right,  title or  interest  in or to  funds in an  account,  except  as  general
unsecured creditors.

      At the time of the election to defer  compensation,  each  participant may
elect either a specific date or a stated event upon which  distributions  of his
or her account balance will occur and whether such  distributions will be in the
form of a lump sum payment, any number of installments over a period of years as
the Administrator shall determine,  or in the form of an annuity. If no election
is made by a  participant,  distributions  of the balance in an account  will be
made following  termination of employment or service as a director,  as the case
may be, unless a "financial hardship" (as defined in the Plans) occurs, in which
case earlier distributions may be made.

      Participants do not have any right to assign, pledge or otherwise transfer
their rights under the Plans,  except by a written  designation of a beneficiary
in accordance with the terms of the Plans, and a participant's  account will not
be considered an asset of the participant. General administrative expenses

                                      II-2

<PAGE>

are paid by the  registrant  and its  participating  subsidiaries  on a pro rata
basis.  Extraordinary  administrative  expenses with respect to a  participant's
account  are paid from  trust  assets and  charged  against  the  account of the
participant.

      The  registrant  reserves the right to amend or terminate the Plans at any
time without the consent of participants or their  beneficiaries,  provided that
no amendment or plan  termination  may directly or indirectly  reduce the amount
credited  to  any  participant's   account  as  of  the  date  of  amendment  or
termination.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Indemnification

      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.

      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  registrant
provides that the registrant will indemnify each of its directors to the fullest
extent  permissible under the Oregon Act and permits the registrant to indemnify
its officers,  employees,  and agents. Section 5 of the bylaws of the registrant
requires such indemnification for directors and officers, or any individual who,
while a director  of the  corporation,  is or was  serving  at the  registrant'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 registrant 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  registrant in a proceeding by or in the right of the  registrant;
or

                                      II-3

<PAGE>

(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  registrant  may, but is not required to, offer the same
rights of  indemnification,  on a case-by-case basis, to employees and agents of
the registrant.  Indemnification rights and procedures, including entitlement to
advances of expenses, are set forth in more detail in the registrant's bylaws.

      The registrant has also entered into  indemnification  agreements with its
directors  and  certain  of its  officers.  These  agreements  provide  that the
registrant  will indemnify its directors and officers who are parties thereto to
the fullest extent permitted under the Oregon Act and the registrant'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.

      Insurance

      The  registrant  maintains  directors' and officers'  liability  insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a  result  of  claims  brought  against  them in  their  respective
capacities with 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-7.

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 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;

                                      II-4

<PAGE>

                  (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-5

<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 28th day of
April, 2003.

                                        WEST COAST BANCORP
                                        (Registrant)


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

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 28th day of April, 2003.

               Signature                                  Title

      (1) Principal Executive Officer:    President, Chief Executive Officer and
                                          Director

      /s/ Robert D. Sznewajs
      ----------------------
      Robert D. Sznewajs

      (2) Principal Financial Officer:    Executive  Vice  President  and  Chief
                                          Financial Officer
      /s/ Anders Giltvedt
      -------------------
      Anders Giltvedt

      (3) Principal Accounting Officer:

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

      (4) A majority of the Board of Directors:

         LLOYD D. ANKENY*                 Director, Chairman of the Board
         MICHAEL J. BRAGG*                Director
         WILLIAM B. LOCH*                 Director
         JACK E. LONG*                    Director
         STEVEN J. OLIVA*                 Director
         J.F. OUDERKIRK*                  Director
         STEVEN N. SPENCE*                Director
         DR. NANCY WILGENBUSCH*           Director

      *By /s/ Robert D. Sznewajs
          ----------------------
          Robert D. Sznewajs
          Attorney-in-fact

                                      II-6

<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, 1998.

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

4.3   West Coast Bancorp Directors' Deferred Compensation Plan, as amended.

4.4   West Coast Bancorp Executives' Deferred Compensation Plan, as amended.

5     Opinion of Vincent P.  Cacciottoli,  P.C.  as to the  validity  of certain
      obligations being registered.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a).

23.3  Consent of Vincent P. Cacciottoli, P.C. (included in Exhibit 5).

24    Power of attorney of certain directors.



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

                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "wcbs-842903.txt", "secsgml_size_bytes": 25558}]
{"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": "333-104835", "film-number": "03670966"}, "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)

            WEST COAST BANCORP DIRECTORS' DEFERRED COMPENSATION PLAN
            WEST COAST BANCORP EXECUTIVES' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                               Robert D. Sznewajs
                      President and Chief Executive Officer
                               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
================================================================================

       Title of      Amount to be     Proposed     Proposed Maximum   Amount of
   Securities to be   Registered       Maximum        Aggregate     Registration
      Registered                    Offering Price   Offering Price      Fee
                                       Per Share
--------------------------------------------------------------------------------
Deferred Compensation
Obligations (1)        $2,500,000        100%         $2,500,000         $202.25

Common Stock, no par   100,000 shares    (4)        $1,613,500(4)        $130.53
value                  (2)(3)
--------------------------------------------------------------------------------

(1) The deferred  compensation  obligations  are unsecured  obligations  of West
    Coast Bancorp to pay deferred  compensation  in accordance with the terms of
    the West Coast Bancorp  Directors'  Deferred  Compensation Plan and the West
    Coast Bancorp Executives'  Deferred  Compensation Plan referenced above (the
    "Plans").
(2) Estimated  number of shares of common  stock that may be acquired  under the
    Plans during the next five years.
(3) Pursuant to Rule 416 under the  Securities  Act of 1933,  this  registration
    statement  also covers an  indeterminate  number of  additional  shares as a
    result of any future stock splits,  stock dividends,  or similar adjustments
    of the outstanding common stock.
(4) Pursuant to Rule 457(c) and (h), the  proposed  maximum  aggregate  offering
    price has been estimated  based on the average of the high and low per share
    sales prices, $16.135, reported on the Nasdaq National Stock Market on April
    24, 2003, solely for purposes of calculating the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

            (b) The  description of the  registrant's  capital stock included as
            Exhibit  99.1  to  the  Registration  Statement  on  Form  S-8  (No.
            333-35208) filed on April 20, 2000.

      All  documents  filed by the  registrant  subsequent to those listed above
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.

      Until July 2001,  Arthur Andersen LLP ("Arthur  Andersen")  served as West
Coast Bancorp's independent  auditors. As a result, the registrant's  statements
of income,  cash flow,  and changes in  stockholders'  equity for the year ended
December 31, 2000,  incorporated by reference into this  registration  statement
were audited by Arthur  Andersen,  as stated in their  report dated  January 18,
2001. After reasonable efforts,  the registrant was not able to obtain a written
consent  from  Arthur  Andersen  to  the  incorporation  by  reference  in  this
registration  statement  on Form S-8 of their report as required by Section 7 of
the  Securities  Act of 1933,  as amended (the  "Securities  Act").  Under these
circumstances, rules under the Securities Act permit the registrant to file this
registration  statement  without a written consent.  Because Arthur Andersen has
not consented to incorporation by reference of its report herein,  purchasers of
securities registered hereunder will not be able to sue Arthur Andersen pursuant
to Section 11 of the  Securities  Act and may have their  recovery  limited as a
result of the lack of consent.

Item 4.  Description of Securities.

      The  deferred   compensation   obligations   of  the  registrant  and  its
subsidiaries  registered  hereunder (the  "Obligations")  are unsecured  general
obligations  of the registrant or its  subsidiaries,  as the case may be, to pay
the value of deferred  compensation  accounts of participants in accordance with
the  terms  and  conditions  of  the  West  Coast  Bancorp  Directors'  Deferred
Compensation Plan and the West Coast Bancorp Executives'  Deferred  Compensation
Plan (collectively, the "Plans"). The following discussion of the Plans is not a
complete  description of the Plans and is qualified in its entirety by reference
to the full text of the Plans. The filing of this registration statement on Form
S-8 is not, and should not be construed  as, an admission  that the  Obligations
constitute securities under applicable federal, state, or local laws.

      The Plans  are  nonqualified  deferred  compensation  plans  for  eligible
executives  and other key  employees  and  directors of the  registrant  and its
subsidiaries. Under the Plans, the registrant provides all eligible participants
with the opportunity to defer income earned either as compensation  for services
or in the form of directors' fees.

      The Obligations are general unsecured and  unsubordinated  indebtedness of
the  registrant  or its  subsidiaries.  Participants'  rights to  payment of the
Obligations  are no greater  than those of general

                                      II-1
unsecured  creditors of the registrant or its  subsidiaries.  The registrant and
each of its  participating  subsidiaries are liable for payments to participants
only  to the  extent  that  the  compensation  deferred  was  earned  while  the
participant was an employee or director of a particular  entity.  The registrant
and its subsidiaries are not jointly and severally liable for payments due under
the Plans.  Except for the  portion of the  Obligations  that are  payable  upon
distribution in shares of the  registrant's  common stock under the terms of the
Plans,  the  Obligations  are  not  convertible  into  any of  the  registrant's
securities.

      The  registrant  has  established a grantor  trust,  popularly  known as a
"rabbi  trust," to allow it and its  subsidiaries  to accumulate  assets to help
fund payment of the  Obligations.  No participant in the Plans has any preferred
claim to any assets of the trust. Participants have a beneficial interest in the
trust's assets only to the extent provided under the terms and conditions of the
trust  agreement  and the Plans.  The assets of the trust may not be returned to
the registrant or its subsidiaries  until the Obligations are satisfied,  unless
the registrant or a subsidiary becomes insolvent as defined under the Plans. The
assets of the trust are allocated according to the respective Obligations of the
registrant and its  subsidiaries  and those allocated  amounts remain subject to
the  respective  claims  of the  registrant's  creditors  and  creditors  of the
registrant's  subsidiaries.  In addition, all assets of the trust remain subject
to the claims of the registrant's creditors.

      Assets  held in the trust are  invested  by the trustee (in this case West
Coast Trust,  a  subsidiary  of the  registrant)  in its  discretion  but within
guidelines   established  by  the  plan  administrator   under  the  Plans  (the
"Administrator").  However, under the terms of the registrant's trust agreement,
in exercising  its  investment  discretion,  the trustee will give due regard to
investment  directions received from participants with respect to their accounts
maintained  under the Plans.  Participants  may request that amounts credited to
their accounts be allocated among various investment alternatives made available
by the trustee  under the Plans,  including  the  registrant's  common stock and
certain other  investments.  All rights  associated with assets of the trust are
exercised  by the  trustee and may not be  exercised  by  participants  or their
beneficiaries,  although the participants  may direct the trustee  regarding the
voting  and  tender  rights  related  to any of the  registrant's  common  stock
credited  to their  accounts  under the  Plans,  unless the  trustee  chooses to
exercise those rights.

      The  Administrator  maintains  an  account  for each  participant  for the
purpose  of  recording  the  unsecured  obligation  of  the  registrant  or  its
subsidiaries  to pay deferred  compensation  in accordance with the terms of the
Plans.  Accounts are adjusted  regularly to reflect  compensation  deferred by a
participant  under the Plans,  a  participant's  allocable  share of the income,
losses,  appreciation  and  depreciation  of  assets  applicable  to  his or her
account,  any  distributions  or  transfers  made  from the Plans on behalf of a
participant,  and a participant's share, if any, of plan expenses.  Accounts are
established  and  maintained  merely to record the  obligation  to pay  deferred
compensation  under the  Plans.  Participants  and their  beneficiaries  have no
right,  title or  interest  in or to  funds in an  account,  except  as  general
unsecured creditors.

      At the time of the election to defer  compensation,  each  participant may
elect either a specific date or a stated event upon which  distributions  of his
or her account balance will occur and whether such  distributions will be in the
form of a lump sum payment, any number of installments over a period of years as
the Administrator shall determine,  or in the form of an annuity. If no election
is made by a  participant,  distributions  of the balance in an account  will be
made following  termination of employment or service as a director,  as the case
may be, unless a "financial hardship" (as defined in the Plans) occurs, in which
case earlier distributions may be made.

      Participants do not have any right to assign, pledge or otherwise transfer
their rights under the Plans,  except by a written  designation of a beneficiary
in accordance with the terms of the Plans, and a participant's  account will not
be considered an asset of the participant. General administrative expenses

                                      II-2
are paid by the  registrant  and its  participating  subsidiaries  on a pro rata
basis.  Extraordinary  administrative  expenses with respect to a  participant's
account  are paid from  trust  assets and  charged  against  the  account of the
participant.

      The  registrant  reserves the right to amend or terminate the Plans at any
time without the consent of participants or their  beneficiaries,  provided that
no amendment or plan  termination  may directly or indirectly  reduce the amount
credited  to  any  participant's   account  as  of  the  date  of  amendment  or
termination.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Indemnification

      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.

      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  registrant
provides that the registrant will indemnify each of its directors to the fullest
extent  permissible under the Oregon Act and permits the registrant to indemnify
its officers,  employees,  and agents. Section 5 of the bylaws of the registrant
requires such indemnification for directors and officers, or any individual who,
while a director  of the  corporation,  is or was  serving  at the  registrant'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 registrant 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  registrant in a proceeding by or in the right of the  registrant;
or

                                      II-3
(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  registrant  may, but is not required to, offer the same
rights of  indemnification,  on a case-by-case basis, to employees and agents of
the registrant.  Indemnification rights and procedures, including entitlement to
advances of expenses, are set forth in more detail in the registrant's bylaws.

      The registrant has also entered into  indemnification  agreements with its
directors  and  certain  of its  officers.  These  agreements  provide  that the
registrant  will indemnify its directors and officers who are parties thereto to
the fullest extent permitted under the Oregon Act and the registrant'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.

      Insurance

      The  registrant  maintains  directors' and officers'  liability  insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a  result  of  claims  brought  against  them in  their  respective
capacities with 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-7.

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 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;

                                      II-4
(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-5
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 28th day of
April, 2003.

                                        WEST COAST BANCORP
                                        (Registrant)

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

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 28th day of April, 2003.

               Signature                                  Title

      (1) Principal Executive Officer:    President, Chief Executive Officer and
                                          Director

      /s/ Robert D. Sznewajs
      ----------------------
      Robert D. Sznewajs

      (2) Principal Financial Officer:    Executive  Vice  President  and  Chief
                                          Financial Officer
      /s/ Anders Giltvedt
      -------------------
      Anders Giltvedt

      (3) Principal Accounting Officer:

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

      (4) A majority of the Board of Directors:

         LLOYD D. ANKENY*                 Director, Chairman of the Board
         MICHAEL J. BRAGG*                Director
         WILLIAM B. LOCH*                 Director
         JACK E. LONG*                    Director
         STEVEN J. OLIVA*                 Director
         J.F. OUDERKIRK*                  Director
         STEVEN N. SPENCE*                Director
         DR. NANCY WILGENBUSCH*           Director

      *By /s/ Robert D. Sznewajs
          ----------------------
          Robert D. Sznewajs
          Attorney-in-fact

                                      II-6
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, 1998.

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

4.3   West Coast Bancorp Directors' Deferred Compensation Plan, as amended.

4.4   West Coast Bancorp Executives' Deferred Compensation Plan, as amended.

5     Opinion of Vincent P.  Cacciottoli,  P.C.  as to the  validity  of certain
      obligations being registered.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a).

23.3  Consent of Vincent P. Cacciottoli, P.C. (included in Exhibit 5).

24    Power of attorney of certain directors.

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

                                      II-7