As filed with the Securities and Exchange Commission on March 19, 1998.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                             COWLITZ BANCORPORATION
             (Exact name of registrant as specified in its charter)

          Washington                                 91-1529841
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                               927 Commerce Avenue
                           Longview, Washington 98632
               (Address of Principal Executive Offices)(Zip Code)

               COWLITZ BANCORPORATION EMPLOYEE STOCK PURCHASE PLAN
                  COWLITZ BANCORPORATION 1997 STOCK OPTION PLAN
                            (Full title of the plans)

                                 Charles Jarrett
                                    President
                             Cowlitz Bancorporation
                      President and Chief Operating Officer
                           Longview, Washington 98632
                                 (360) 423-9800
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                                 David R. Wilson
                         Foster Pepper & Shefelman PLLC
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
            Title of                    Amount         Proposed maximum       Proposed maximum        Amount of
        securities to be                to be           offering price           aggregate          Registration
          registered(1)             registered(2)        per share(3)        offering price(3)         fee(3)
---------------------------------- ----------------- ---------------------- --------------------- ------------------
   <S>                                 <C>                  <C>                  <C>                  <C>
   Common Stock, no par value          385,000               $5.71               $2,198,350            $666.17
   Common Stock, no par value          281,435              $13.00               $3,658,655           $1,108.68


          (1) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended
     (the "1933  Act"),  the amount of shares to be  registered  is the  maximum
     amount of shares  issuable  herein.  As of March 18,  1998,  there were (i)
     141,435  shares  issuable under the Cowlitz  Bancorporation  Employee Stock
     Purchase  Plan,  and  (ii)  525,000  shares   issuable  under  the  Cowlitz
     Bancorporation  1997 Stock  Option Plan  (collectively  the  "Plans").  The
     figures herein  represent good faith  estimates of the aggregate  number of
     shares  of  Common  Stock  of the  Registrant  which  may be  purchased  by
     participants pursuant to the plans.

          (2) Estimated  solely for the purpose of calculating the  registration
     fee pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended.
     As of March 18, 1998,  there are  outstanding  options to purchase  385,000
     shares of Common  Stock  pursuant to the Plans,  with an exercise  price of
     $5.71 per share. As of March 18, 1998,  there are 281,435 shares  available
     for grant under the Plans that are not subject to outstanding options, with
     a proposed  maximum  offering price of $13.00,  which is the average of the
     high and low prices for one share of Common Stock as reported by the NASDAQ
     National Market System on March 18, 1998.
</TABLE>

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
and the  instructional  Note to Part I of Form S-8, the information  required by
Part I to be contained  in the Section  10(a)  prospectus  has been omitted from
this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following documents filed by Cowlitz  Bancorporation (the "Registrant")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

          (1) The  prospectus  dated March 11, 1998  constituting  Part I of the
     Registration  Statement No. 333-44355 on Form S-1 which became effective on
     March  11,  1998,   containing   audited   financial   statements  for  the
     Registrant's latest fiscal year; and

          (2) The  description of the  Registrant's  Common Stock, no par value,
     contained in the  Registrant's  Registration  Statement on Form 8-A,  dated
     February 25, 1998, filed pursuant to Section 12 of the Securities  Exchange
     Act of 1934 (the "Exchange Act") on March 5, 1997,  including any amendment
     or report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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 in this  Registration  Statement and to be 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.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  authorize  a court  to  award,  or a  corporation's  board  of
directors  to  grant,   indemnification  to  directors  and  officers  on  terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities   arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act").  Article X of the Registrant's  Amended and Restated Articles
of  Incorporation  (Exhibit  4.2 hereto)  provides  for  indemnification  of the
Registrant's  directors to the maximum extent  permitted by Washington  law, and
also permits the  Registrant's  board of directors to indemnify the Registrant's
officers,  employees and agents.  The  directors and officers of the  Registrant
also may be  indemnified  against  liability  they may incur for serving in such
capacity pursuant to a liability  insurance policy maintained by the Company for
such purpose.

     Section 23B.08.320 of the Washington Business  Corporation Act authorizes a
corporation  to  limit  a  director's   liability  to  the  corporation  or  its
Shareholders for monetary  damages for acts or omissions as a director.  Article
VII of the Registrant's Amended and Restated Articles of Incorporation  contains
provisions  implementing  such  limitations  on a  director's  liability  to the
Registrant and its Shareholders,  except in certain circumstances  involving (i)
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) any unlawful  distribution to stockholders,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

     The proposed form of Underwriting  Agreement  (Exhibit 1.1 hereto) contains
certain  provisions  regarding the  indemnification of officers and directors of
the Registrant by the Underwriters.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

 4.1      Cowlitz Bancorporation Employee Stock Purchase Plan*

 4.2      Cowlitz Bancorporation 1997 Stock Option Plan*

 4.3      Form of Stock Option Agreement*

 4.4      Form of Restated and Amended Articles of Incorporation of the
          Registrant*

 4.5      Bylaws of the Registrant*

 5.1      Opinion of Foster Pepper & Shefelman PLLC*

 23.1     Consent of Foster Pepper & Shefelman (included in its opinion filed
          as Exhibit 5.1)

 23.2     Consent of Arthur Andersen LLP*

 24.1     Power of Attorney (included on the signature page of this
          Registration Statement)

 *        Incorporated by reference from the Registrant's Registration
          Statement No. 33-44355 on Form S-1.

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 Securities Act of 1933;

                         (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 with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934,  and each filing of the Plan's annual  report  pursuant to
Section  15(d) of the Exchange Act,  that is  incorporated  by reference in this
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.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 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 Securities  and Exchange  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 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 Act and will be governed by the final adjudication of
such issue.


<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 Longview, State of Washington on March 19, 1998.

                             COWLITZ BANCORPORATION


                        By:  /s/ Charles W. Jarrett
                             Charles W. Jarrett
                             President, Chief Operating Officer and Director


                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Charles R. Jarrett, Benjamin Namatinia, and Donna P. Gardner, or any of them, as
attorneys-in-fact with full power of substitution, 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  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on March 19, 1998.

/s/ Benjamin Namatina
    Benjamin Namatinia       Chairman of the Board, Chief Executive Officer

/s/ Charles W. Jarrett
    Charles W. Jarrett       President, Chief Operating Officer and Director
                              (Principal Executive Officer)

/s/ Donna P. Gardner
    Donna P. Gardner          Vice President, Secretary/Treasurer
                               (Principal Financial Officer)

/s/ James A. Wills
    James A. Wills            Vice President


/s/ Larry M. Larson
    Larry M. Larson           Director


/s/  Mark F. Andrews
     Mark F. Andrews          Director


/s/ E. Chris Searing
    E. Chris Searing          Director
                                                 

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit              Description                                                    Page

<S>       <C>                                                                        <C>
4.1       Cowlitz Bancorporation Employee Stock Purchase Plan*                       --
4.2       Cowlitz Bancorporation 1997 Stock Option Plan*                             --
4.3       Form of Stock Option Agreement                                             --
4.4       Form of Restated and Amended Articles of Incorporation of the              --
           Registrant*
4.5       Bylaws of the Registrant*                                                  --
5.1       Opinion of Foster Pepper & Shefelman PLLC*                                 --
23.1      Consent of Foster Pepper & Shefelman (included in its opinion              --
           filed as Exhibit 5.1)
23.2      Consent of Arthur Andersen LLP*                                            --
24.1      Power of Attorney (included on the signature page of this                   6
           Registration Statement)

*        Incorporated by reference from the Registrant's Registration
          Statement No. 33-44355 on Form S-1.

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16280}]
{"company-data": {"conformed-name": "COWLITZ BANCORPORATION", "cik": "0000894267", "assigned-sic": "6022", "irs-number": "911529841", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48607", "film-number": "98572796"}, "business-address": {"street1": "927 COMMERCE AVE", "city": "LONGVIEW", "state": "WA", "zip": "98632", "phone": "2064239800"}, "mail-address": {"street1": "927 COMMERCE AVENUE", "city": "LONGVIEW", "state": "WA", "zip": "98632"}}
As filed with the Securities and Exchange Commission on March 19, 1998.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                             COWLITZ BANCORPORATION
             (Exact name of registrant as specified in its charter)

          Washington                                 91-1529841
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                               927 Commerce Avenue
                           Longview, Washington 98632
               (Address of Principal Executive Offices)(Zip Code)

               COWLITZ BANCORPORATION EMPLOYEE STOCK PURCHASE PLAN
                  COWLITZ BANCORPORATION 1997 STOCK OPTION PLAN
                            (Full title of the plans)

                                 Charles Jarrett
                                    President
                             Cowlitz Bancorporation
                      President and Chief Operating Officer
                           Longview, Washington 98632
                                 (360) 423-9800
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                                 David R. Wilson
                         Foster Pepper & Shefelman PLLC
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400

                         CALCULATION OF REGISTRATION FEE
Title of                    Amount         Proposed maximum       Proposed maximum        Amount of
        securities to be                to be           offering price           aggregate          Registration
          registered(1)             registered(2)        per share(3)        offering price(3)         fee(3)
---------------------------------- ----------------- ---------------------- --------------------- ------------------
Common Stock, no par value          385,000               $5.71               $2,198,350            $666.17
   Common Stock, no par value          281,435              $13.00               $3,658,655           $1,108.68

          (1) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended
     (the "1933  Act"),  the amount of shares to be  registered  is the  maximum
     amount of shares  issuable  herein.  As of March 18,  1998,  there were (i)
     141,435  shares  issuable under the Cowlitz  Bancorporation  Employee Stock
     Purchase  Plan,  and  (ii)  525,000  shares   issuable  under  the  Cowlitz
     Bancorporation  1997 Stock  Option Plan  (collectively  the  "Plans").  The
     figures herein  represent good faith  estimates of the aggregate  number of
     shares  of  Common  Stock  of the  Registrant  which  may be  purchased  by
     participants pursuant to the plans.

          (2) Estimated  solely for the purpose of calculating the  registration
     fee pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended.
     As of March 18, 1998,  there are  outstanding  options to purchase  385,000
     shares of Common  Stock  pursuant to the Plans,  with an exercise  price of
     $5.71 per share. As of March 18, 1998,  there are 281,435 shares  available
     for grant under the Plans that are not subject to outstanding options, with
     a proposed  maximum  offering price of $13.00,  which is the average of the
     high and low prices for one share of Common Stock as reported by the NASDAQ
     National Market System on March 18, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
and the  instructional  Note to Part I of Form S-8, the information  required by
Part I to be contained  in the Section  10(a)  prospectus  has been omitted from
this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following documents filed by Cowlitz  Bancorporation (the "Registrant")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

          (1) The  prospectus  dated March 11, 1998  constituting  Part I of the
     Registration  Statement No. 333-44355 on Form S-1 which became effective on
     March  11,  1998,   containing   audited   financial   statements  for  the
     Registrant's latest fiscal year; and

          (2) The  description of the  Registrant's  Common Stock, no par value,
     contained in the  Registrant's  Registration  Statement on Form 8-A,  dated
     February 25, 1998, filed pursuant to Section 12 of the Securities  Exchange
     Act of 1934 (the "Exchange Act") on March 5, 1997,  including any amendment
     or report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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 in this  Registration  Statement and to be 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.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  authorize  a court  to  award,  or a  corporation's  board  of
directors  to  grant,   indemnification  to  directors  and  officers  on  terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities   arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act").  Article X of the Registrant's  Amended and Restated Articles
of  Incorporation  (Exhibit  4.2 hereto)  provides  for  indemnification  of the
Registrant's  directors to the maximum extent  permitted by Washington  law, and
also permits the  Registrant's  board of directors to indemnify the Registrant's
officers,  employees and agents.  The  directors and officers of the  Registrant
also may be  indemnified  against  liability  they may incur for serving in such
capacity pursuant to a liability  insurance policy maintained by the Company for
such purpose.

     Section 23B.08.320 of the Washington Business  Corporation Act authorizes a
corporation  to  limit  a  director's   liability  to  the  corporation  or  its
Shareholders for monetary  damages for acts or omissions as a director.  Article
VII of the Registrant's Amended and Restated Articles of Incorporation  contains
provisions  implementing  such  limitations  on a  director's  liability  to the
Registrant and its Shareholders,  except in certain circumstances  involving (i)
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) any unlawful  distribution to stockholders,
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

     The proposed form of Underwriting  Agreement  (Exhibit 1.1 hereto) contains
certain  provisions  regarding the  indemnification of officers and directors of
the Registrant by the Underwriters.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

 4.1      Cowlitz Bancorporation Employee Stock Purchase Plan*

 4.2      Cowlitz Bancorporation 1997 Stock Option Plan*

 4.3      Form of Stock Option Agreement*

 4.4      Form of Restated and Amended Articles of Incorporation of the
          Registrant*

 4.5      Bylaws of the Registrant*

 5.1      Opinion of Foster Pepper & Shefelman PLLC*

 23.1     Consent of Foster Pepper & Shefelman (included in its opinion filed
          as Exhibit 5.1)

 23.2     Consent of Arthur Andersen LLP*

 24.1     Power of Attorney (included on the signature page of this
          Registration Statement)

 *        Incorporated by reference from the Registrant's Registration
          Statement No. 33-44355 on Form S-1.

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 Securities Act of 1933;

                         (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 with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934,  and each filing of the Plan's annual  report  pursuant to
Section  15(d) of the Exchange Act,  that is  incorporated  by reference in this
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.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 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 Securities  and Exchange  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 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 Act and will be governed by the final adjudication of
such issue.
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 Longview, State of Washington on March 19, 1998.

                             COWLITZ BANCORPORATION

                        By:  /s/ Charles W. Jarrett
                             Charles W. Jarrett
                             President, Chief Operating Officer and Director

                                POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Charles R. Jarrett, Benjamin Namatinia, and Donna P. Gardner, or any of them, as
attorneys-in-fact with full power of substitution, 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  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on March 19, 1998.

/s/ Benjamin Namatina
    Benjamin Namatinia       Chairman of the Board, Chief Executive Officer

/s/ Charles W. Jarrett
    Charles W. Jarrett       President, Chief Operating Officer and Director
                              (Principal Executive Officer)

/s/ Donna P. Gardner
    Donna P. Gardner          Vice President, Secretary/Treasurer
                               (Principal Financial Officer)

/s/ James A. Wills
    James A. Wills            Vice President

/s/ Larry M. Larson
    Larry M. Larson           Director

/s/  Mark F. Andrews
     Mark F. Andrews          Director

/s/ E. Chris Searing
    E. Chris Searing          Director
                                                 

                               INDEX TO EXHIBITS
Exhibit              Description                                                    Page
4.1       Cowlitz Bancorporation Employee Stock Purchase Plan*                       --
4.2       Cowlitz Bancorporation 1997 Stock Option Plan*                             --
4.3       Form of Stock Option Agreement                                             --
4.4       Form of Restated and Amended Articles of Incorporation of the              --
           Registrant*
4.5       Bylaws of the Registrant*                                                  --
5.1       Opinion of Foster Pepper & Shefelman PLLC*                                 --
23.1      Consent of Foster Pepper & Shefelman (included in its opinion              --
           filed as Exhibit 5.1)
23.2      Consent of Arthur Andersen LLP*                                            --
24.1      Power of Attorney (included on the signature page of this                   6
           Registration Statement)

*        Incorporated by reference from the Registrant's Registration
          Statement No. 33-44355 on Form S-1.